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Mergers And Acquisitions

Author: Edwin L. Miller, Jr.
Publisher: John Wiley & Sons
ISBN: 9781118045350
Size: 76.24 MB
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A Step-by-Step Legal and Practical Guide Getting mergers and acquisitions transactions successfully completed requires an understanding of the legal framework, negotiating points, and practical aspects of each stage of the deal. Part legal primer, part business and negotiating primer, Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide provides comprehensive and understandable advice for management, investors, legal and business professionals, and law and business school students. Providing expert guidance on the legal frame-work, deal points, and practicalities at each stage of an M&A transaction, Edwin L. Miller, Jr. explores the M&A process from beginning to end, including: Corporate finance fundamentals Critical early steps in the acquisition process How to structure transactions to achieve the best economic result Tax considerations for both buyers and sellers Key and often-misunderstood provisions in the definitive acquisition agreement Acquisitions of public companies—what's different Leveraged buyouts and acquisitions of troubled businesses Mergers and Acquisitions is a must-read whether you're a legal or business professional, an entrepreneur, an investor, or a law or business school student. The book will also be extremely useful to international lawyers and businessmen who need to understand the M&A practices in the United States that are being increasingly adopted around the world. Praise for Mergers and Acquisitions "Buyers and sellers both hope to be winners in an acquisition. But at the negotiating table, there is only one winner for each point and winning may mean a significant change in the deal economics. The insights in this book are crucial for both buyers and sellers and lay out the rationale for both sides of all of the money issues and other important deal points." —Todd Koopersmith, Vice President, Business Development, Iron Mountain "This book will help M&A professionals get up to speed on a wide range of deal points. It explains the legal background and transaction structuring issues in M&A transactions that every investment professional must know." —Gregory Burkus, founder and partner, Shasta Partners "This book is an essential resource for business people, and the lawyers and other professionals who advise them, to develop a real-world understanding of how the M&A process works. More importantly, it explains why specific deal structures, contractual terms and diligence procedures are used." —Jonathan Wolfman, Partner, WilmerHale, Boston "As U.S. M&A concepts, documents and practices become increasingly adopted internationally, this book will be an invaluable resource. It provides an excellent overview of the entire area, and is easily understandable by corporate executives and lawyers outside the United States." —Leo Specht, founder, Specht Rechtsanwalts-Gesellschaft mbH, Vienna, Austria

Mergers And Acquisitions

Author: Edwin L. Miller, Jr.
Publisher: John Wiley & Sons
ISBN: 111926541X
Size: 10.79 MB
Format: PDF, ePub, Mobi
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The legal, financial, and business primer to the M&A process Mergers and Acquisitions offers accessible step-by-step guidance through the M&A process to provide the legal and financial background required to navigate these deals successfully. From the initial engagement letter to the final acquisition agreement, this book delves into the mechanics of the process from beginning to end, favoring practical advice and actionable steps over theoretical concepts. Coverage includes deal structure, corporate structuring considerations, tax issues, public companies, leveraged buyouts, troubled businesses and more, with a uniquely solution-oriented approach to the M&A process. This updated second edition features new discussion on cross-border transactions and "pseudo" M&A deals, and the companion websites provides checklists and sample forms to facilitate organization and follow-through. Mergers and acquisitions are complex, and problems can present themselves at each stage of the process; even if the deal doesn't fall through, you may still come out with less than you bargained for. This book is a multi-disciplinary primer for anyone navigating an M&A, providing the legal, financial, and business advice that helps you swing the deal your way. Understand the legal mechanics of an M&A deal Navigate the process with step-by-step guidance Compare M&A structures, and the rationale behind each Solve common issues and avoid transactional missteps Do you know what action to take when you receive an engagement letter, confidentiality agreement, or letter of intent? Do you know when to get the banker involved, and how? Simply assuming the everything will work out well guarantees that it will—for the other side. Don't leave your M&A to chance; get the information and tools you need to get it done right. Mergers and Acquisitions guides you through the process step-by-step with expert insight and real-world advice.

Cross Border Mergers And Acquisitions

Author: Mohammad Bedier
Publisher: Edward Elgar Publishing
ISBN: 1788110897
Size: 33.14 MB
Format: PDF
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This book provides the reader with an overview of the origin of corporations and the history of mergers and acquisitions. It demystifies the dynamics of mergers and identifies the unique impediments facing cross-border mergers and acquisitions, with great attention to the pre-merger control laws and regulations, in several regions (US, EU, and Middle East). Most importantly, it discusses and assesses merger deregulation and other key reforming proposals.

Lifecycle Of A Technology Company

Author: Edwin L. Miller, Jr.
Publisher: John Wiley & Sons
ISBN: 0470245484
Size: 65.81 MB
Format: PDF, ePub, Mobi
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Praise for Lifecycle of a Technology Company "Lifecycle of a Technology Company is a comprehensive business and legal handbook for all but the most experienced technology entrepreneurs. I shared my copy with a few colleagues at MIT who have either started or are contemplating launching their own companies, and I had a real problem retrieving it. The data supports my opinion that this book will attain 'handbook' status on the desks of technology entrepreneurs." -Dr. George B. Kenney, Associate Director Materials Processing & Microphotonics Centers at MIT "This book will help entrepreneurs avoid the pitfalls on the long road to success for venture-backed technology companies. It distills a lifetime of experience in advising technology companies in a concise and understandable way." -Howard Berke, Serial Entrepreneur and Venture Capitalist "Lifecycle of a Technology Company provides a valuable resource for lawyers at a variety of experience levels. The junior lawyer will use this resource for the basics. More experienced lawyers with a broad practice will use this for a 'sanity check' relative to market terms and business rationale. In the trenches, it will assist lawyers by providing practical, plain speaking explanations for why things operate as they do in the finance, intellectual property, and merger & acquisition segments of the technology world. If you expect to represent technology clients, keep this book nearby." -James O'Hare, Partner Kirkpatrick & Lockhart Preston Gates Ellis, Boston

Middle Market M A

Author: Kenneth H. Marks
Publisher: John Wiley & Sons
ISBN: 111819862X
Size: 31.79 MB
Format: PDF, Kindle
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In-depth coverage in a single handbook of the middle market based on the body of knowledge of the Certified M&A Advisor credential program M&A advisors have an unprecedented opportunity in the middle market with the generational transfer of wealth and capital being deployed by private equity and corporate investors. Middle Market M&A: Handbook for Investment Banking and Business Consulting is a must-read for investment bankers, M&A intermediaries and specialists, CPAs and accountants, valuation experts, deal and transaction attorneys, wealth managers and investors, corporate development leaders, consultants and advisors, CEOs, and CFOs. Provides a holistic overview and guide on mergers, acquisitions, divestitures and strategic transactions of companies with revenues from $5 million to $500 million Encompasses current market trends, activities, and strategies covering pre, during, and post transaction Addresses the processes and core subject areas required to successfully navigate and close deals in the private capital market Includes content on engagement and practice management for those involved in the M&A business This practical guide and reference is also an excellent primer for those seeking to obtain their FINRA Series 79 license.

Employment Law Aspects Of Mergers And Acquisitions

Author: Michael Ryley
Publisher: Thorogood Publishing
ISBN: 185418363X
Size: 27.27 MB
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The employment law and personnel management issues that arise when businesses are bought and sold are of great concern not only to the employees but also to the management of both purchaser and vendor. This Report will help managers to understand the key practical and legal issues, achieve consensus and involvement at all levels, understand and implement TUPE regulations and identify the documentation that needs to be drafted or reviewed within the context of a merger, acquisition or disposal.

Corporate Acquisitions And Mergers In France

Author: Charles-Henri de Pardieu
Publisher: Kluwer Law Intl
Size: 47.15 MB
Format: PDF, ePub, Docs
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The second half of the eighties was a period of fast and significant development of the French business and financial scene. During this period France has had to introduce, adapt and regulate new types of transactions and practices created in other more innovatory financial centres around the world. In assessing and explaining such wide-ranging changes on the French business and financial scene this book comes as a long awaited and useful introduction to businessmen and lawyers who need an understanding of corporate acquisitions and mergers in France. A general overview of the corporate environment is dealt with in Chapter II, while Chapter III briefly addresses the prior administrative and other consents which must be obtained in relation to merger and acquisition transactions in France. Merger and acquisition techniques together with the taxation considerations related thereto are reviewed in Chapter IV and V respectively. Chapter VI finally addresses issues related to labour law in the context of mergers and acquisitions.


Author: Jeffrey C. Hooke
Publisher: John Wiley & Sons
ISBN: 111881701X
Size: 49.90 MB
Format: PDF, Kindle
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The comprehensive M&A guide, updated to reflect the latestchanges in the M&A environment M&A, Second Edition provides a practicalprimer on mergers and acquisitions for a broad base of individualsnumbering in the hundreds of thousands: Investment bankers involved with mergers and acquisitions(M&A). Equity analysts at hedge funds, risk arbitrage funds, pensionfunds, and banks, who invest in firms engaged in M&A. Private equity professionals at buyout funds, venture capitalfunds, and hedge funds, who routinely buy and sell companies. Corporate executives and business developmentprofessionals. Institutional loan officers working with M&A and buyouttransactions. Business students at colleges and graduate businessschools. Investor relations professionals at corporations and publicrelations firms. Lawyers who work with corporate clients on M&A-relatedlegal, financial, and tax matters. Independent public accounting firms that review M&Aaccounting. Government regulators Sophisticated individual investors Its comprehensive approach covers each step in the process, fromfinding an opportunity, to analyzing the potential, to closing thedeal, with new coverage of private equity funds and internationaltransactions. This updated second edition also includes informationon emerging markets, natural resource valuation, hostile takeovers,special deals, and more, plus new examples and anecdotes taken frommore current events. Additional illustrations and charts helpreaders quickly grasp the complex information, providing a completereference easily accessible by anyone involved in M&A. The mergers and acquisitions environment has changed in thethirteen years since M&A was initially published,creating a tremendous need for authoritative M&A guidance froma banker's perspective. This M&A update fills that needby providing the characteristic expert guidance in clear, conciselanguage, complete with the most up-to-date information. Discover where M&A fits into different corporate growthstrategies, and the unique merits it confers Delineate clear metrics for determining risk, valuation, andoptimal size of potential acquisitions Gain deeper insight into the fundamentals of negotiation, duediligence, and structuring Understand the best time to sell, the best way to sell, and theprocess of the sale itself In the past decade, the dollar value of M&A deals has jumpedten-fold, and the number of individuals involved has expandedconsiderably. More and more executives, analysts, and bankers needto get up-to-date on the mechanics of M&A, without wadingthrough volume after volume of dense, legalistic jargon. Finally,M&A is back – providing a complete reference tothe current state of the M&A environment.

Cours G N Ral De Droit International Public

Author: Academie de Droit International de la Haye
Publisher: Martinus Nijhoff Publishers
ISBN: 9789041101648
Size: 26.27 MB
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The Academy is an institution for the study and teaching of public and private international law and related subjects. Its purpose is to encourage a thorough and impartial examination of the problems arising from international relations in the field of law. The courses deal with the theoretical and practical aspects of the subject, including legislation and case law. All courses at the Academy are, in principle, published in the language in which they were delivered in the "Collected Courses of the" "Hague Academy of International Law." This volume contains: Cours general de droit international public, part F. CAPOTORTI, professeur a l'Universite de Rome Reactions by Not Directly Affected States to Breaches of Public International Law by J.A. FROWEIN, Director at the Max Planck Institute for Comparative Public Law, Heidelberg. To access the abstract texts for this volume please click here

Charitable Gift Planning

Author: Thomas J. Ray (Jr.)
Publisher: American Bar Association
ISBN: 9781590318782
Size: 20.76 MB
Format: PDF, ePub
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When Congress passed the Pension Protection Act of 2006, they created what may be the most significant reform to charitable planning since the Tax Reform Act of 1969. This practice-focused book is now fully updated to explain the legislation's impact on all aspects of charitable planning. It provides clear and insightful explanations of all relevant tax law, financial considerations, and includes drafting guidelines, and forms to assist with clients' charitable giving needs as part of a comprehensive estate and financial plan. Includes drafting guides and sample forms on CD-ROM.