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| List of Exhibits | |
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| Critical Issues in Planning and Implementation | |
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| Strategic Choices | |
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| The Quest for Corporate Growth | |
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| Corporate Strategy | |
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| Global Development Program | |
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| International Transactions and Deal Making | |
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| Deal-Making Strategy | |
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| Privatization--A Deal-Making Opportunity | |
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| Joint Ventures and Strategic Alliances in the Era of Globalization | |
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| Summary | |
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| Legal Aspects | |
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| Legal Aspects of Acquiring U.S. Enterprises | |
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| Regulatory Framework | |
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| Structuring an Acquisition | |
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| Documentation | |
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| Principal Legal Concerns of the Buyer | |
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| Other Legal Matters | |
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| Organizing the Acquisition Vehicle | |
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| Closing | |
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| Checklist: U.S. Acquisitions | |
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| Legal Aspects of Acquiring Non-U.S. Enterprises | |
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| Regulatory Framework | |
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| Structuring the Acquisition | |
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| Documentation | |
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| Principal Legal Concerns of the Buyer: Due Diligence | |
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| Organizing the Acquisition Vehicle | |
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| Closing | |
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| Checklist: Multinational and Other Non-U.S. Acquisitions | |
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| Accounting and Tax Aspects | |
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| Accounting Aspects of International Mergers and Acquisitions | |
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| Understanding Financial Information | |
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| Evaluating the Target | |
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| Postacquisition Considerations | |
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| Control--As Evidenced in Financial Reporting and Audit Requirements | |
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| Audits and Accounting | |
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| Checklist: Evaluating the Target | |
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| Summary of GAAP (by Country) | |
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| Tax Aspects of Inbound Merger and Acquisition and Joint Venture Transactions | |
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| Inbound Mergers and Acquisitions | |
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| Inbound Joint Ventures | |
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| Checklist: Mergers and Acquisitions | |
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| Checklist: Joint Ventures | |
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| Tax-Free, Taxable, and Hybrid Transactions | |
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| Tax Considerations in Acquiring Non-U.S. Enterprises | |
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| U.S. Tax Accessibility and Tax Deferral | |
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| U.S. Foreign Tax Credit Rules | |
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| Forms of Transactions | |
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| Financing Considerations | |
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| Checklist: Tax Considerations in Acquiring Non-U.S. Enterprises | |
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| Financial Aspects | |
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| International Financing for Cross-Border M&A Transactions | |
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| First Steps | |
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| The International Bond Market | |
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| Summary | |
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| Checklist: International Financing for Cross-Border M&A Transactions | |
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| Government Assistance in Financing Cross-Border Transactions | |
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| OPIC | |
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| IFC | |
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| EBRD | |
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| IIC | |
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| Ex-Im Bank | |
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| Dealing with Government Financial Institutions | |
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| Financing Investments | |
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| Financing Trade | |
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| Contact Information | |
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| Overview of International Project Finance | |
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| Introduction to International Project Finance | |
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| Financing the Project | |
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| Project Risk Identification and Allocation of Responsibility | |
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| Credit Enhancement | |
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| Checklist: Structuring the International Project Financing | |
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| Case Study 1: Rockfort Power Project Financing | |
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| Case Study 2: Tribasa Toll Road Project Financing | |
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| Cast Study 3: When a Financial Crisis Challenges Project Finance | |
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| Joint Ventures | |
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| Nature of International Joint Ventures and Their Role in Global Business | |
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| Introduction | |
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| Operational Issues | |
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| IJVs and Their Relationships with Multilateral Financial Institutions and National Governmental Agencies | |
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| Differences and Similarities in IJVs in Emerging Markets Compared to Those in Developed Countries | |
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| Special Role of IJVs in the Internationalization of the World Economy | |
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| Checklist: Risk Factors to Consider When Choosing the Location for an IJV | |
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| Legal Aspects of International Joint Ventures and Strategic Alliances | |
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| Forms of Traditional Joint Ventures | |
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| When to Use the Joint Venture or the Strategic Alliance | |
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| Regulatory Framework--United States and Abroad | |
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| Structuring the Joint Venture | |
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| Structuring the Strategic Alliance | |
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| Special Problems Relating to Technology Ventures and Alliances | |
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| Checklist: International Joint Ventures and Strategic Alliances | |
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| Manufacturing Joint Venture Partnership Agreement | |
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| Strategic Alliance Agreement | |
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| Valuing Companies and Negotiating Transactions | |
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| Pricing and Negotiations | |
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| Pricing | |
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| Negotiation | |
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| Checklist: Pricing | |
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| Checklist: Negotiation | |
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| Special Topics | |
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| Risk Management in Cross-Border Transactions | |
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| The Nature of the Transaction | |
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| The Operations Review | |
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| Specific Areas for Review | |
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| Safety and Loss Control | |
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| Environmental Issues | |
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| Liability of Owners, Directors, and Officers | |
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| Government Regulations | |
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| Political Risk | |
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| The Due Diligence Report | |
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| Summary | |
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| Checklist: Risk Management | |
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| Human Resources Concerns | |
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| Impact of Human Resources | |
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| Initial Analysis and Evaluation | |
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| Developing and Implementing Human Resources Plans for the New Organization | |
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| Postdeal Assessment | |
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| Checklist: Addressing Human Resources Issues | |
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| Postmerger Integration | |
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| Key Indicators of Success and Failure | |
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| Postmerger Integration Activities | |
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| Checklist: Critical Postmerger Integration Considerations | |
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| References | |
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| Index | |