Mergers & Acquisitions from A to Z

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 post-closing 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, comprehensive guide to mergers and acquisitions, now completely updated for today's market.

ANDREW J. SHERMAN is a partner in the office of Jones Day and an internationally recognized authority on the legal and strategic issues of emerging and established companies. He has been interviewed by The Wall Street Journal, USA Today, Forbes, Time, and countless other publications and is the author of several books, including Raising Capital and Franchising and Licensing.

Acknowledgments	p. ix
Introduction To The Third Edition	p. xi
The Basics of Mergers and Acquisitions	p. 1
Understanding Key Terms	p. 1
What's All the Fuss About?	p. 3
Why Bad Deals Happen to Good People	p. 8
Why Do Buyers Buy, and Why Do Sellers Sell?	p. 9
Preparing for the Dance: The Seller's Perspective	p. 13
Conducting a Thorough EOTB Analysis	p. 17
Preparing for the Sale of the Company	p. 17
Common Preparation Mistakes	p. 29
Other Considerations for the Seller	p. 31
Getting Deal Terms and Structure That Fit the Seller's Objectives, Personal Needs, and Postclosing Plans	p. 32
Initiating the Deal: The Buyer's Perspective	p. 34
Assembling the Team	p. 34
Developing an Acquisition Plan	p. 35
Applying the Criteria: How to Narrow the Field	p. 43
Approaching a Company That Is Not for Sale	p. 44
Dealing with the Seller's Management Team	p. 45
Directory of M&A Resources for Prospective Buyers (and Sellers)	p. 46
The Letter of Intent and Other Preliminary Matters	p. 49
Proposed Terms	p. 52
Binding Terms	p. 52
Common Reasons Why Deals Die at an Early Stage	p. 59
Preparation of the Work Schedule	p. 60
Another Predeal Task: The Growing Debate About the Role and Usefulness of Fairness Opinions	p. 61
Due Diligence	p. 65
Best Practices in Due Diligence in the Era of Accountability 2.0	p. 66
Legal Due Diligence	p. 74
Business and Strategic Due Diligence	p. 83
Conclusion	p. 91
Post-Sarbanes-Oxley Due Diligence Checklist	p. 92
The Disclosure Requirements	p. 93
Checklist of Items Post-Sarbox	p. 97
An Overview of Regulatory Considerations	p. 101
Introduction	p. 101
Environmental Laws	p. 102
Federal Securities Laws	p. 103
Federal Antitrust Laws	p. 106
Waiting Periods	p. 109
Labor and Employment Law	p. 113
Structuring the Deal	p. 120
Stock vs. Asset Purchases	p. 122
Tax and Accounting Issues Affecting the Structure of the Transaction	p. 126
One-Step vs. Staged Transactions	p. 130
Method of Payment	p. 132
Nontraditional Structures and Strategies	p. 135
Valuation and Pricing of the Seller's Company	p. 144
A Quick Introduction to Pricing	p. 146
Valuation Overview	p. 147
Financing the Acquisition	p. 155
An Overview of Financing Sources	p. 156
Understanding the Lender's Perspective	p. 159
Financing Deals in Times of Turmoil	p. 160
Steps in the Loan Process	p. 164
Equity Financing	p. 168
The Purchase Agreement and Related Legal Documents	p. 189
Case Study: GCC Acquires TCI	p. 191
Sample Schedule of Documents to Be Exchanged at a Typical Closing	p. 209
Keeping M&A Deals on Track: Managing the Deal Killers	p. 252
Communication and Leadership	p. 253
Diagnosing the Source of the Problem	p. 254
Understanding the Types of Deal Killers	p. 254
Curing the Transactional Patient	p. 256
Maintaining Order in the M&A Process: Simple Principles for Keeping Deals on Track	p. 257
Conclusion	p. 258
Postclosing Challenges	p. 259
A Time of Transition	p. 260
Staffing Levels and Related Human Resources Challenges	p. 264
Customers	p. 267
Vendors	p. 268
Physical Facilities	p. 268
Problems Involving Attitudes and Corporate Culture	p. 269
Benefit and Compensation Plans	p. 271
Corporate Identity	p. 272
Legal Issues	p. 272
Minimizing the Barriers to the Transition	p. 273
Postmerger Integration Key Lessons and Best Practices	p. 277
Conclusion	p. 280
Alternatives to Mergers and Acquisitions	p. 281
Joint Ventures	p. 282
Franchising	p. 287
Technology and Merchandise Licensing	p. 299
Distributorships and Dealerships	p. 306
Index	p. 309
Table of Contents provided by Ingram. All Rights Reserved.

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Mergers & Acquisitions from A to Z

Summary

Author Biography

Table of Contents

Supplemental Materials