Mergers and Acquisitions - From A to Z, 3rd edition
高清版






Description

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 postclosing 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 guide to mergers and acquisitions, now completely updated for today's market

• CHAPTER 1

  The Basics of Mergers and Acquisitions 1

  Understanding Key Terms 1

  What’s All the Fuss About? 3

  Why Bad Deals Happen to Good People 8

  Why Do Buyers Buy, and Why Do Sellers Sell? 9

  
  

  CHAPTER 2

  Preparing for the Dance: The Seller’s Perspective 13

  Conducting a Thorough EOTB Analysis 17

  Preparing for the Sale of the Company 17

  Common Preparation Mistakes 29

  Other Considerations for the Seller 31

  
  

  CHAPTER 3

  Initiating the Deal: The Buyer’s Perspective 34

  Assembling the Team 34

  Developing an Acquisition Plan 35

  Applying the Criteria: How to Narrow the Field 43

  Approaching a Company That Is Not for Sale 44

  Dealing with the Seller’s Management Team 45

  Directory of M&A Resources for Prospective Buyers (and Sellers) 46

  
  

  CHAPTER 4

  The Letter of Intent and Other Preliminary Matters 51

  Proposed Terms 52

  Binding Terms 52

  Common Reasons Why Deals Die at an Early Stage 59

  Preparation of the Work Schedule 60

  Another Predeal Task: The Growing Debate About the Role and

  Usefulness of Fairness Opinions 61

  
  

  CHAPTER 5

  Due Diligence 65

  Best Practices in Due Diligence in the Era of Accountability 2.0 66

  Legal Due Diligence 74

  Business and Strategic Due Diligence 83

  Conclusion 91

  Appendix to Chapter 5: Post-Sarbanes-Oxley Due Diligence

  Checklist 92

  The Disclosure Requirements 93

  Checklist of Items Post-Sarbox 97

  
  

  CHAPTER 6

  An Overview of Regulatory Considerations 101

  Introduction 101

  Environmental Laws 102

  Federal Securities Laws 103

  Federal Antitrust Laws 106

  Waiting Periods 109

  Labor and Employment Law 113

  
  

  CHAPTER 7

  Structuring the Deal 120

  Stock vs. Asset Purchases 122

  Tax and Accounting Issues Affecting the Structure of the

  Transaction 126

  One-Step vs. Staged Transactions 130

  Method of Payment 132

  Nontraditional Structures and Strategies 135

  
  

  CHAPTER 8

  Valuation and Pricing of the Seller’s Company 144

  A Quick Introduction to Pricing 146

  Valuation Overview 147

  
  

  CHAPTER 9

  Financing the Acquisition 155

  An Overview of Financing Sources 156

  Understanding the Lender’s Perspective 159

  Financing Deals in Times of Turmoil 160

  Steps in the Loan Process 164

  Equity Financing 168

  
  

  CHAPTER 10

  The Purchase Agreement and Related Legal Documents 189

  Case Study: GCC Acquires TCI 191

  Sample Schedule of Documents to Be Exchanged at a Typical

  Closing 209

  
  

  CHAPTER 11

  Keeping M&A Deals on Track: Managing the Deal Killers 252

  Communication and Leadership 253

  Diagnosing the Source of the Problem 254

  Understanding the Types of Deal Killers 254

  Curing the Transactional Patient 256

  Maintaining Order in the M&A Process: Simple Principles for

  Keeping Deals on Track 257

  Conclusion 258

  
  

  CHAPTER 12

  Postclosing Challenges 259

  A Time of Transition 260

  Staffing Levels and Related Human Resources Challenges 264

  Customers 267

  Vendors 268

  Physical Facilities 268

  Problems Involving Attitudes and Corporate Culture 269

  Benefit and Compensation Plans 271

  Corporate Identity 272

  Legal Issues 272

  Minimizing the Barriers to the Transition 273

  Postmerger Integration Key Lessons and Best Practices 277

  Conclusion 280

  
  

  CHAPTER 13

  Alternatives to Mergers and Acquisitions 281

  Growth Strategy Alternative 1: Joint Ventures 282

  Growth Strategy Alternative 2: Franchising 287

  Growth Strategy Alternative 3: Technology and Merchandise

  Licensing 299

  Growth Strategy Alternative 4: Distributorships and Dealerships 306