Mergers and Acquisitions from a to Z · 4th Edition by Sherman, Andrew J. -- Read -- Imperial Library of Trantor

Index

Cover Half title Title Contents Acknowledgments Introduction to the Fourth Edition 1. The Basics of Mergers and Acquisitions

Understanding Key Terms Why Bad Deals Happen to Good People Why Do Buyers Buy, and Why Do Sellers Sell?

2. Preparing for the Dance: The Seller’s Perspective

3. Initiating the Deal: The Buyer’s Perspective

Assembling the Team Developing an Acquisition Plan Applying the Criteria: How to Narrow the Field Approaching a Company That Is Not for Sale Dealing with the Seller’s Management Team Directory of M&A Resources for Prospective Buyers (and Sellers)

4. The Letter of Intent and Other Preliminary Matters

Proposed Terms Binding Terms Common Reasons Why Deals Die at an Early Stage Preparation of the Work Schedule The Growing Debate About the Role and Usefulness of Fairness Opinions

5. Due Diligence

Best Practices in Due Diligence in the Era of Accountability 2.0 Legal Due Diligence Business and Strategic Due Diligence Conclusion Appendix to Chapter 5: Post-Sarbanes-Oxley Due Diligence Checklist The Disclosure Requirements Checklist of Items Post-Sarbox

6. The Board’s Role in M&A

Specific Board Responsibilities Legal Responsibilities

7. An Overview of Regulatory Considerations

Introduction Environmental Laws Federal Securities Laws Federal Antitrust Laws Waiting Periods Labor and Employment Law

8. Structuring the Deal

Stock vs. Asset Purchases Tax and Accounting Issues Affecting the Structure of the Transaction One-Step vs. Staged Transactions Method of Payment Nontraditional Structures and Strategies

9. Valuation and Pricing of the Seller’s Company

The Future of EBITDA A Quick Introduction to Pricing Valuation Overview

10. Financing the Acquisition

An Overview of Financing Sources Understanding the Lender’s Perspective Financing Deals in Times of Turmoil Steps in the Loan Process Equity Financing

11. The Purchase Agreement and Related Legal Documents

Case Study: GCC Acquires TCI Sample Schedule of Documents to Be Exchanged at a Typical Closing

12. Keeping M&A Deals on Track: Managing the Deal Killers

Communication and Leadership Diagnosing the Source of the Problem Understanding the Types of Deal Killers Curing the Transactional Patient Maintaining Order in the M&A Process: Simple Principles for Keeping Deals on Track Conclusion

13. Post-closing Challenges

A Time of Transition Staffing Levels and Related Human Resources Challenges Customers Vendors Physical Facilities Problems Involving Attitudes and Corporate Culture Benefit and Compensation Plans Corporate Identity Legal Issues Minimizing Barriers to the Transition Post-merger Integration Key Lessons and Best Practices Common Areas of Post-closing Disputes and Litigation Conclusion

14. Special Challenges (and Opportunities) in Cross-Border Transactions 15. Alternatives to Mergers and Acquisitions

Index About the Author Free Sample from Leading at the Edge by Dennis N.T. Perkins with Margaret P. Holtman and Jillian B. Murphy About AMACOM Books Copyright