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Mergers and Acquisitions from A to Z, 3rd Edition

Book Description

Mergers and acquisitions represent a successful growth strategy for many companies, but, while potentially profitable, M&A transactions are complex and often risky. Covering the latest trends, developments, and best practices for the post-Madoff era, this comprehensive, hands-on resource walks readers through every step of the process, offering practical advice for keeping deals on track and ensuring postclosing integration success. Filled with case studies and war stories illustrating what works and why, the third edition of Mergers and Acquisitions from A to Z offers valuable tools, checklists, and sample documents, providing crucial guidance on: preparing for and initiating the deal; regulatory considerations; due diligence; deal structure; valuation and pricing; and financing even during turbulent market conditions. M&A transactions can quickly spell a company’s doom if they are not conceived and executed carefully, legally, and sensibly. This is the classic guide to mergers and acquisitions, now completely updated for today’s market.

Table of Contents

  1. Cover Page
  2. Title Page
  3. Copyright Page
  4. Contents
  5. Acknowledgments
  6. Introduction to the Third Edition
  7. Chapter 1 The Basics of Mergers and Acquisitions
    1. Understanding Key Terms
    2. What’s All the Fuss About?
    3. Why Bad Deals Happen to Good People
    4. Why Do Buyers Buy, and Why Do Sellers Sell?
  8. Chapter 2 Preparing for the Dance: The Seller’s Perspective
    1. Conducting a Thorough EOTB Analysis
    2. Preparing for the Sale of the Company
    3. Common Preparation Mistakes
    4. Other Considerations for the Seller
  9. Chapter 3 Initiating the Deal: The Buyer’s Perspective
    1. Assembling the Team
    2. Developing an Acquisition Plan
    3. Applying the Criteria: How to Narrow the Field
    4. Approaching a Company That Is Not for Sale
    5. Dealing with the Seller’s Management Team
    6. Directory of M&A Resources for Prospective Buyers (and Sellers)
  10. Chapter 4 The Letter of Intent and Other Preliminary Matters
    1. Proposed Terms
    2. Binding Terms
    3. Common Reasons Why Deals Die at an Early Stage
    4. Preparation of the Work Schedule
    5. Another Predeal Task: The Growing Debate About the Role and Usefulness of Fairness Opinions
  11. Chapter 5 Due Diligence
    1. Best Practices in Due Diligence in the Era of Accountability 2.0
    2. Legal Due Diligence
    3. Business and Strategic Due Diligence
    4. Conclusion
    5. Appendix to Chapter 5: Post-Sarbanes-Oxley Due Diligence Checklist
      1. The Disclosure Requirements
      2. Checklist of Items Post-Sarbox
  12. Chapter 6 An Overview of Regulatory Considerations
    1. Introduction
    2. Environmental Laws
    3. Federal Securities Laws
    4. Federal Antitrust Laws
    5. Waiting Periods
    6. Labor and Employment Law
  13. Chapter 7 Structuring the Deal
    1. Stock vs. Asset Purchases
    2. Tax and Accounting Issues Affecting the Structure of the Transaction
    3. One-Step vs. Staged Transactions
    4. Method of Payment
    5. Nontraditional Structures and Strategies
  14. Chapter 8 Valuation and Pricing of the Seller’s Company
    1. A Quick Introduction to Pricing
    2. Valuation Overview
  15. Chapter 9 Financing the Acquisition
    1. An Overview of Financing Sources
    2. Understanding the Lender’s Perspective
    3. Financing Deals in Times of Turmoil
    4. Steps in the Loan Process
    5. Equity Financing
  16. Chapter 10 The Purchase Agreement and Related Legal Documents
    1. Case Study: GCC Acquires TCI
    2. Sample Schedule of Documents to Be Exchanged at a Typical Closing
  17. Chapter 11 Keeping M&A Deals on Track: Managing the Deal Killers
    1. Communication and Leadership
    2. Diagnosing the Source of the Problem
    3. Understanding the Types of Deal Killers
    4. Curing the Transactional Patient
    5. Maintaining Order in the M&A Process: Simple Principles for Keeping Deals on Track
    6. Conclusion
  18. Chapter 12 Postclosing Challenges
    1. A Time of Transition
    2. Staffing Levels and Related Human Resources Challenges
    3. Customers
    4. Vendors
    5. Physical Facilities
    6. Problems Involving Attitudes and Corporate Culture
    7. Benefit and Compensation Plans
    8. Corporate Identity
    9. Legal Issues
    10. Minimizing the Barriers to the Transition
    11. Postmerger Integration Key Lessons and Best Practices
    12. Conclusion
  19. Chapter 13 Alternatives to Mergers and Acquisitions
    1. Growth Strategy Alternative 1: Joint Ventures
    2. Growth Strategy Alternative 2: Franchising
    3. Growth Strategy Alternative 3: Technology and Merchandise Licensing
    4. Growth Strategy Alternative 4: Distributorships and Dealerships
  20. Index