Atjaunināt sīkdatņu piekrišanu

Mergers and Acquisitions from A to Z Third Edition [Hardback]

3.76/5 (243 ratings by Goodreads)
  • Formāts: Hardback, 672 pages, height x width x depth: 241x165x25 mm, weight: 602 g, 1 Hardback
  • Izdošanas datums: 30-Mar-2018
  • Izdevniecība: Amacom
  • ISBN-10: 0814413838
  • ISBN-13: 9780814413838
Citas grāmatas par šo tēmu:
  • Formāts: Hardback, 672 pages, height x width x depth: 241x165x25 mm, weight: 602 g, 1 Hardback
  • Izdošanas datums: 30-Mar-2018
  • Izdevniecība: Amacom
  • ISBN-10: 0814413838
  • ISBN-13: 9780814413838
Citas grāmatas par šo tēmu:
The power your company can generate in concert with another is immense. But mergers and acquisitions are incredibly complicated, involving issues ranging from valuation and deal structure to tax and securities laws. And things have only gotten more complicated in the increasingly global, post-Madoff era.

A comprehensive, hands-on resource---now fully revised and updated---the third edition of Mergers and Acquisitions from A to Z shows you how to get M&A deals done right.

Containing valuable tools, checklists, and sample documents, the book spells out the latest trends and developments in middle-market M&A best practices, and walks you through every step of the deal, from preliminary considerations to due diligence, through each and every piece of necessary documentation, all the way to closing

The book explains key market conditions and trends, how to understand and take into consideration the motivations of each party, and ways to evaluate possible alternative paths to achieving growth goals and objectives.

Written in an easy-to-read, easy-to-understand, nontechnical voice, and presenting creative strategies for structuring and financing M&A transactions during turbulent market conditions, this long-trusted guide reveals how to boost both the immediate financial position and the long-term outlook for your organization.

Illustrating what works and why with case studies and war stories, the book brings you up to speed on the essential steps and guidelines behind well-executed M&A transactions. Whether you're a novice or a veteran to the complex world of mergers and acquisitions, this book ensures that you have a thorough understanding of the latest key economic trends and market conditions that may affect your deal...and gives you the assuance you need to get the deal done smoothly and ensure post-transaction success.
Acknowledgments ix
Introduction to the Third Edition xi
Chapter 1 The Basics of Mergers and Acquisitions
1(12)
Understanding Key Terms
1(2)
What's All the Fuss About?
3(5)
Why Bad Deals Happen to Good People
8(1)
Why Do Buyers Buy, and Why Do Sellers Sell?
9(4)
Chapter 2 Preparing for the Dance: The Seller's Perspective
13(21)
Conducting a Through EOTB Analysis
17(1)
Preparing for the Sale of the Company
17(12)
Common Preparation Mistakes
29(2)
Other Considerations for the Seller
31(1)
Getting Deal Terms and Structure That Fit the Seller's Objectives, Personal Needs, and Postclosing Plans
32(2)
Chapter 3 Initiating the Deal: The Buyer's Perspective
34(15)
Assembling the Team
34(1)
Developing an Acquisition Plan
35(8)
Applying the Criteria: How to Narrow the Field
43(1)
Approaching a Company That Is Not for Sale
44(1)
Dealing with the Seller's Management Team
45(1)
Directory of M&A Resources for Prospective Buyers (and Sellers)
46(3)
Chapter 4 The Letter of Intent and Other Preliminary Matters
49(16)
Proposed Terms
52(1)
Binding Terms
52(7)
Common Reasons Why Deals Die at an Early Stage
59(1)
Preparation of the Work Schedule
60(1)
Another Predeal Task: The Growing Debate About the Role and Usefulness of Fairness Opinions
61(4)
Chapter 5 Due Diligence
65(36)
Best Practices in Due Diligence in the Era of Accountability 2.0
66(8)
Legal Due Diligence
74(9)
Business and Strategic Due Diligence
83(8)
Conclusion
91(1)
Appendix to
Chapter 5: Post-Sarbanes-Oxley Due Diligence Checklist
92(1)
The Disclosure Requirements
93(4)
Checklist of Items Post-Sarbox
97(4)
Chapter 6 An Overview of Regulatory Considerations
101(19)
Introduction
101(1)
Environmental Laws
102(1)
Federal Securities Laws
103(3)
Federal Antitrust Laws
106(3)
Waiting Periods
109(4)
Labor and Employment Law
113(7)
Chapter 7 Structuring the Deal
120(24)
Stock vs. Asset Purchases
122(4)
Tax and Accounting Issues Affecting the Structure of the Transaction
126(4)
One-Step vs. Staged Transactions
130(2)
Method of Payment
132(3)
Nontraditional Structures and Strategies
135(9)
Chapter 8 Valuation and Pricing of the Seller's Company
144(11)
A Quick Introduction to Pricing
146(1)
Valuation Overview
147(8)
Chapter 9 Financing the Acquisition
155(34)
An Overview of Financing Sources
156(3)
Understanding the Lender's Perspective
159(1)
Financing Deals in Times of Turmoil
160(4)
Steps in the Loan Process
164(4)
Equity Financing
168(21)
Chapter 10 The Purchase Agreement and Related Legal Documents
189(63)
Case Study: GCC Acquires TCI
191(18)
Sample Schedule of Documents to Be Exchanged at a Typical Closing
209(43)
Chapter 11 Keeping M&A Deals on Track: Managing the Deal Killers
252(7)
Communication and Leadership
253(1)
Diagnosing the Source of the Problem
254(1)
Understanding the Types of Deal Killers
254(2)
Curing the Transactional Patient
256(1)
Maintaining Order in the M&A Process: Simple Principles for Keeping Deals on Track
257(1)
Conclusion
258(1)
Chapter 12 Postclosing Challenges
259(22)
A Time of Transition
260(4)
Staffing Levels and Related Human Resources Challenges
264(3)
Customers
267(1)
Vendors
268(1)
Physical Facilities
268(1)
Problems Involving Attitudes and Corporate Culture
269(2)
Benefit and Compensation Plans
271(1)
Corporate Identity
272(1)
Legal Issues
272(1)
Minimizing the Barriers to the Transition
273(4)
Postmerger Integration Key Lessons and Best Practices
277(3)
Conclusion
280(1)
Chapter 13 Alternatives to Mergers and Acquisitions
281(28)
Growth Strategy Alternative 1 Joint Ventures
282(5)
Growth Strategy Alternative 2 Franchising
287(12)
Growth Strategy Alternative 3 Technology and Merchandise Licensing
299(7)
Growth Strategy Alternative 4 Distributorships and Dealerships
306(3)
Index 309
ANDREW J. SHERMAN is a partner in the Washington, D.C., office of Jones Day and an internationally recognized authority on the legal and strategic issues of emerging and established companies. A top-rated adjunct professor in the MBA and Executive MBA programs at the University of Maryland and Georgetown University Law School, he is the author of Harvesting Intangible Assets, Franchising and Licensing, and Mergers Acquisitions from A to Z .