Mergers, Acquisitions, and Buyouts, February 2013

Name: Mergers, Acquisitions, and Buyouts, February 2013
Price: 912.77 USD
Availability: InStock
ISBN: 9781454827214

ISBN-10: 1454827211

ISBN-13: 9781454827214

Edition: N/A

Authors: Martin D. Ginsburg

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Description:

When structuring mergers and acquisitions, there's only one way to besure that you've thought of all the tax and legal consequences: rely onMartin D. Ginsburg,Jack S. Levin andDonald E. Rocap as you plan, develop, and execute your M&Astrategy. In this five-volume print set, these expert practitioners offer you:Solutions to real-life M&A problems as they arise in negotiationsStep-by-step analysis of typical and non-typical mergers transactionalpermutationsChecklists, flow charts, and other at-a-glance mergers practice materialsWhether you represent the buyer, the seller, or another interested party, youcan go straight to a model M&A agreement that gives you:A complete document structured to…

Book details

Publisher: Wolters Kluwer Law & Business
Publication date: 3/1/2013
Binding: Paperback
Size: 10.25" wide x 13.00" long x 7.00" tall
Weight: 16.280
Language: English




Transactional Analysis


Introduction: M&A


Taxable Purchase of T's Stock and Taxable Reverse Subsidiary Merger


Taxable Purchase of T's Assets and Taxable Forward Merger


Taxable Acquisitions: Acquisition Expenses, Allocation of Stepped-Up Basis, Amortization of Intangibles, Etc.


Unwanted M&A Assets


Basic Tax Principles of Tax-Free Reorganizations


Reorganizations Under "Solely for Voting Stock" Rule


Reorganizations Not Under "Solely for Voting Stock" Rule


Acquisitions and Dispositions Using Code ï¿½ 351


Tax-Free Spin-Offs


Special Considerations in Taxable and Tax-Free Acquisitions Involving S Corporation


Cancellation-of-Debt Income, Net Operating Losses, and Other Special


Considerations in Acquiring or Restructuring Financially Distressed Company


Tax Aspects of Financing LBO s -- Debt and Preferred Stock


Tax Aspects of Structuring LBO s


Management Compensation


Acquisitions and Dispositions Using Partnership, LLC, or REIT


SEC, State Entity Law, ERISA Group Liability, Accounting, Fraudulent


Conveyance, Antitrust Reporting, and Other Non-Tax Issues in Taxable and Tax-Free Acquisitions



Sample Acquisition Agreements with Tax and Legal Analysis


Introduction to and Explanation of Sample Acquisition Agreements


Taxable Purchase of Stock


Taxable Purchase of Assets


Taxable Purchase of Divisional Business


Taxable Reverse Subsidiary Merger Tax-Free Merger