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| Acknowledgments | |
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| Introduction To The Third Edition | |
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| The Basics of Mergers and Acquisitions | |
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| Understanding Key Terms | |
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| What's All the Fuss About? | |
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| Why Bad Deals Happen to Good People | |
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| Why Do Buyers Buy, and Why Do Sellers Sell? | |
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| Preparing for the Dance: The Seller's Perspective | |
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| Conducting a Thorough EOTB Analysis | |
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| Preparing for the Sale of the Company | |
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| Common Preparation Mistakes | |
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| Other Considerations for the Seller | |
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| Getting Deal Terms and Structure That Fit the Seller's Objectives, Personal Needs, and Postclosing Plans | |
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| Initiating the Deal: The Buyer's Perspective | |
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| Assembling the Team | |
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| Developing an Acquisition Plan | |
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| Applying the Criteria: How to Narrow the Field | |
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| Approaching a Company That Is Not for Sale | |
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| Dealing with the Seller's Management Team | |
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| Directory of M&A Resources for Prospective Buyers (and Sellers) | |
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| The Letter of Intent and Other Preliminary Matters | |
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| Proposed Terms | |
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| Binding Terms | |
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| Common Reasons Why Deals Die at an Early Stage | |
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| Preparation of the Work Schedule | |
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| Another Predeal Task: The Growing Debate About the Role and Usefulness of Fairness Opinions | |
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| Due Diligence | |
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| Best Practices in Due Diligence in the Era of Accountability 2.0 | |
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| Legal Due Diligence | |
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| Business and Strategic Due Diligence | |
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| Conclusion | |
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| Post-Sarbanes-Oxley Due Diligence Checklist | |
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| The Disclosure Requirements | |
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| Checklist of Items Post-Sarbox | |
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| An Overview of Regulatory Considerations | |
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| Introduction | |
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| Environmental Laws | |
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| Federal Securities Laws | |
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| Federal Antitrust Laws | |
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| Waiting Periods | |
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| Labor and Employment Law | |
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| Structuring the Deal | |
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| Stock vs. Asset Purchases | |
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| Tax and Accounting Issues Affecting the Structure of the Transaction | |
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| One-Step vs. Staged Transactions | |
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| Method of Payment | |
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| Nontraditional Structures and Strategies | |
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| Valuation and Pricing of the Seller's Company | |
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| A Quick Introduction to Pricing | |
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| Valuation Overview | |
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| Financing the Acquisition | |
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| An Overview of Financing Sources | |
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| Understanding the Lender's Perspective | |
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| Financing Deals in Times of Turmoil | |
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| Steps in the Loan Process | |
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| Equity Financing | |
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| The Purchase Agreement and Related Legal Documents | |
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| Case Study: GCC Acquires TCI | |
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| Sample Schedule of Documents to Be Exchanged at a Typical Closing | |
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| Keeping M&A Deals on Track: Managing the Deal Killers | |
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| Communication and Leadership | |
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| Diagnosing the Source of the Problem | |
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| Understanding the Types of Deal Killers | |
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| Curing the Transactional Patient | |
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| Maintaining Order in the M&A Process: Simple Principles for Keeping Deals on Track | |
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| Conclusion | |
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| Postclosing Challenges | |
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| A Time of Transition | |
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| Staffing Levels and Related Human Resources Challenges | |
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| Customers | |
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| Vendors | |
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| Physical Facilities | |
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| Problems Involving Attitudes and Corporate Culture | |
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| Benefit and Compensation Plans | |
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| Corporate Identity | |
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| Legal Issues | |
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| Minimizing the Barriers to the Transition | |
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| Postmerger Integration Key Lessons and Best Practices | |
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| Conclusion | |
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| Alternatives to Mergers and Acquisitions | |
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| Joint Ventures | |
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| Franchising | |
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| Technology and Merchandise Licensing | |
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| Distributorships and Dealerships | |
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| Index | |