Mergers and Acquisitions (Wiley Finance) by Miller, Edwin L. -- Read -- Imperial Library of Trantor

Index

Title Page Copyright Dedication Preface Acknowledgments Chapter 1: Structuring Fundamentals

Basic Corporate Finance Concepts Reasons for Acquisitions Three Basic Acquisition Structures Structuring Considerations: Overview

Chapter 2: The Acquisition Process

Overview Valuation of the Business Investment Bank Engagement Letters Confidentiality Agreements Letters of Intent Stay Bonuses and Other Employee Retention Arrangements Business and Legal Due Diligence Intellectual Property Due Diligence From Signing to Closing Appendixes

Chapter 3: Corporate (Nontax) Structuring Considerations

Business Objectives and Other Nontax Structuring Considerations Acquisition Structure Diagrams Forms of Acquisition Consideration Debt Cash, Stock, and Earnouts Successor Liability and the De Facto Merger Doctrine Securities Law Compliance Antitrust Compliance: Hart‐Scott‐Rodino Act Equity Compensation Incentive Stock Options Employment Agreements and Noncompetition Covenants Indemnification Employment and Benefits Law Acquisition Accounting Recapitalization Accounting Appendixes

Chapter 4: Tax Considerations

Taxable Versus Tax‐Free Transactions: Overview of Relevant Situations Detailed Analysis of the Positions of the Target and Its Owners And of the Buyer Taxable Transactions and Their Tax Effects Tax‐Free Transactions Special Situations Golden Parachute Tax

Chapter 5: The Definitive Acquisition Agreement

Economic Terms Representations and Warranties Covenants Additional Agreements Conditions to Closing Survival of Representations and Indemnification Termination Miscellaneous Representing Targets: A Summary Appendixes

Chapter 6: Acquisitions of Public Companies

Public‐to‐Public Mergers: What is Different? Case Law–Developed Fiduciary Duties and Standards of Review Evolution of Fiduciary Duty Case Law and Judicial Review Securities Laws and Public Company Acquisitions Anti‐Takeover Devices Appendix

Leveraged Buyouts: Structural and Tax Issues Acquisition of a Troubled Business Generally Fraudulent Transfers Acquisitions Out of Bankruptcy

Chapter 8: International M&A

Cross‐Border Acquisitions

Chapter 9: Joint Ventures

Reasons for Joint Ventures Types of Joint Ventures Typical Joint Venture Terms Appendix

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