Mergers and Acquisitions, + Website

Informationen zum Autor EDWIN L. MILLER, JR. is a partner with Sullivan & Worcester. He has practiced corporate and securities law for over forty years. He has represented both issuers and underwriters in numerous IPOs, secondary stock offerings, and other public market transactions. In addition, he has organized a number of private equity/venture capital funds and has represented venture capital firms and technology companies in venture financings. LEWIS N. SEGALL is a corporate partner and leader of the Corporate/M&A Group at Sullivan & Worcester. He regularly represents public and private companies in equity and debt financings, joint ventures, domestic and international mergers and acquisitions, and general corporate matters. He also represents financial institutions in secured and unsecured credit facilities. Klappentext Praise for Mergers and Acquisitions "Buyers and sellers both hope to be winners in an acquisition. But at the negotiating table, there is only one winner for each point and winning may mean a significant change in the deal economics. The insights in this book are crucial for both buyers and sellers and lay out the rationale for both sides of all of the money issues and other important deal points." --Todd Koopersmith, Senior Vice President, Corporate Development, Iron Mountain "This book will help M&A professionals get up to speed on a wide range of deal points. It explains the legal background and transaction structuring issues in M&A transactions that every investment professional must know." --Gregory Burkus, Founder and Partner, Shasta Partners "This book is an essential resource for businesspeople, and the lawyers and other professionals who advise them, to develop a real-world understanding of how the M&A process works. More importantly, it explains why specific deal structures, contractual terms, and diligence procedures are used." --Jonathan Wolfman, Partner, WilmerHale, Boston "As U.S. M&A concepts, documents, and practices become increasingly adopted internationally, this book will be an invaluable resource. It provides an excellent overview of the entire area, and is easily understandable by corporate executives and lawyers outside the United States." --Leo Specht, Founder, Specht Rechtsanwalts-Gesellschaft mbH, Vienna, Austria Zusammenfassung The legal! financial! and business primer to the M&A process Mergers and Acquisitions offers accessible step-by-step guidance through the M&A process to provide the legal and financial background required to navigate these deals successfully. Inhaltsverzeichnis Preface xi Acknowledgments xv Chapter 1 Structuring Fundamentals 1 Basic Corporate Finance Concepts 1 Reasons for Acquisitions 7 Three Basic Acquisition Structures 11 Structuring Considerations: Overview 14 Chapter 2 The Acquisition Process 20 Overview 20 Valuation of the Business 27 Investment Bank Engagement Letters 30 Confidentiality Agreements 35 Letters of Intent 37 Stay Bonuses and Other Employee Retention Arrangements 39 Business and Legal Due Diligence 42 Intellectual Property Due Diligence 55 From Signing to Closing 66 Appendixes 67 Chapter 3 Corporate (Nontax) Structuring Considerations 69 Business Objectives and Other Nontax Structuring Considerations 69 Acquisition Structure Diagrams 78 Forms of Acquisition Consideration 78 Debt 83 Cash, Stock, and Earnouts 96 Successor Liability and the De Facto Merger Doctrine 101 Securities Law Compliance 104 Antitrust Compliance: Hart-Scott-Rodino Act 114 Equity Compensation 120 Incentive Stock Options 126 Employment Agreements and Noncompetition Covenants 130 In...

Auteur

EDWIN L. MILLER, JR. is a partner with Sullivan & Worcester. He has practiced corporate and securities law for over forty years. He has represented both issuers and underwriters in numerous IPOs, secondary stock offerings, and other public market transactions. In addition, he has organized a number of private equity/venture capital funds and has represented venture capital firms and technology companies in venture financings. LEWIS N. SEGALL is a corporate partner and leader of the Corporate/M&A Group at Sullivan & Worcester. He regularly represents public and private companies in equity and debt financings, joint ventures, domestic and international mergers and acquisitions, and general corporate matters. He also represents financial institutions in secured and unsecured credit facilities.

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Praise for Mergers and Acquisitions "Buyers and sellers both hope to be winners in an acquisition. But at the negotiating table, there is only one winner for each point and winning may mean a significant change in the deal economics. The insights in this book are crucial for both buyers and sellers and lay out the rationale for both sides of all of the money issues and other important deal points."
--Todd Koopersmith, Senior Vice President, Corporate Development, Iron Mountain "This book will help M&A professionals get up to speed on a wide range of deal points. It explains the legal background and transaction structuring issues in M&A transactions that every investment professional must know."
--Gregory Burkus, Founder and Partner, Shasta Partners "This book is an essential resource for businesspeople, and the lawyers and other professionals who advise them, to develop a real-world understanding of how the M&A process works. More importantly, it explains why specific deal structures, contractual terms, and diligence procedures are used."
--Jonathan Wolfman, Partner, WilmerHale, Boston "As U.S. M&A concepts, documents, and practices become increasingly adopted internationally, this book will be an invaluable resource. It provides an excellent overview of the entire area, and is easily understandable by corporate executives and lawyers outside the United States."
--Leo Specht, Founder, Specht Rechtsanwalts-Gesellschaft mbH, Vienna, Austria

Résumé
The legal, financial, and business primer to the M&A process Mergers and Acquisitions offers accessible step-by-step guidance through the M&A process to provide the legal and financial background required to navigate these deals successfully.

Contenu

Preface xi

Acknowledgments xv

Chapter 1 Structuring Fundamentals 1

Basic Corporate Finance Concepts 1

Reasons for Acquisitions 7

Three Basic Acquisition Structures 11

Structuring Considerations: Overview 14

Chapter 2 The Acquisition Process 20

Overview 20

Valuation of the Business 27

Investment Bank Engagement Letters 30

Confidentiality Agreements 35

Letters of Intent 37

Stay Bonuses and Other Employee Retention Arrangements 39

Business and Legal Due Diligence 42

Intellectual Property Due Diligence 55

From Signing to Closing 66

Appendixes 67

Chapter 3 Corporate (Nontax) Structuring Considerations 69

Business Objectives and Other Nontax Structuring Considerations 69

Acquisition Structure Diagrams 78

Forms of Acquisition Consideration 78

Debt 83

Cash, Stock, and Earnouts 96

Successor Liability and the De Facto Merger Doctrine 101

Securities Law Compliance 104

Antitrust Compliance: Hart-Scott-Rodino Act 114

Equity Compensation 120

Incentive Stock Options 126

Employment Agreements and Noncompetition Covenants 130

Indemnification 136

Employment and Benefits Law 138

Acquisition Accounting 140

Recapitalization Accounting 144

Appendixes 145

Chapter 4 Tax Considerations 146

Taxable Versus Tax-Free Transactions: Overview of Relevant Situations 146

Detailed Analysis of the Positions of the Target and Its Owners and of the Buyer 148

Taxable Transactions and Their Tax Effects 150

Tax-Free Transactions 154

Special Situations 159

Golden Parachute Tax 164

Chapter 5 The Definitive Acquisition Agreement 169

Economic Terms 169

Representations and Warranties 184

Covenan…