The Art of M&A Structuring Techniques for

Real-world advice for determining the most advantageous structure in a merger, acquisition, or buyoutThe actual structuring of a merger or acquisition is key to the success of the entire procedure.The Art of M&A Structuringexplores ways to approach a deal as an investment and satisfy the often conflicting financial and operational goals of all parties, from buyers and sellers to investors and lenders. Written in the trademark Q&A style that madeThe Art of M&Aa landmark business bestseller, this book is filled with real-world examples and cases. Decision makers in any organization will quickly find the M&A information and insights they need, including: Up-to-date GAAP and tax considerations Advantages and disadvantages of spin-offs and spin-outs Special considerations for off-balance-sheet transactions

Alexandra Reed Lajoux is senior research analyst for the National Association of Corporate Directors. She is the coauthor (with Stanley Foster Reed) of the seminal book The Art of M&A as well as the author or coauthor of three other books in the series--The Art of M&A Integration, The Art of M&A Due Diligence, and The Art of M&A Financing and Refinancing.

H. Peter Nesvold is a vice president at Bear, Stearns & Co., Inc. Given his diverse background in investment banking, law, tax, and accounting, Nesvold offers a multidisciplinary perspective on the interrelated elements of highly-structured mergers, acquisitions, buyouts, and other corporate transactions. He is a chartered financial analyst (CFA), as well as a former M&A attorney with Shearman & Sterling and CPA with Deloitte & Touche.

Acknowledgments
Structuring M/A/B Transactions	p. 1
Getting Started with M&A Structuring	p. 3
Structuring M/A/B Transactions: Legal and Accounting Issues	p. 9
Structuring M/A/B Transactions: Special Situations and Issues	p. 69
Mitigating Taxes in M/A/B Transactions	p. 117
Mitigating Taxes in M/A/B Transactions: Principles of M&A Tax	p. 119
Mitigating Taxes in M/A/B Transactions: Taxable Transactions	p. 149
Mitigating Taxes in M/A/B Transactions: Tax-Free and Tax-Deferred Transactions	p. 177
Special Situations Beyond Ordinary M/A/B	p. 209
Workouts, Bankruptcies, and Liquidations: Structuring Transactions with Entitites in the Zone of Insolvency	p. 211
Strategic Alliances and Joint Ventures	p. 263
Strategic and Minority Investments	p. 305
Conclusion: Documenting the Deal	p. 345
Index	p. 387
Table of Contents provided by Blackwell. All Rights Reserved.

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The Art of M&A Structuring Techniques for Mitigating Financial, Tax and Legal Risk

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