Mergers and Acquisitions: A Step-by-Step Legal and Practical GuideISBN: 978-0-470-22274-4
Hardcover
352 pages
January 2008
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Getting mergers and acquisitions transactions successfully completed requires an understanding of the legal framework, negotiating points, and practical aspects of each stage of the deal. Part legal primer, part business and negotiating primer, Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide provides comprehensive and understandable advice for management, investors, legal and business professionals, and law and business school students.
Providing expert guidance on the legal frame-work, deal points, and practicalities at each stage of an M&A transaction, Edwin L. Miller, Jr. explores the M&A process from beginning to end, including:
- Corporate finance fundamentals
- Critical early steps in the acquisition process
- How to structure transactions to achieve the best economic result
- Tax considerations for both buyers and sellers
- Key and often-misunderstood provisions in the definitive acquisition agreement
- Acquisitions of public companies—what's different
- Leveraged buyouts and acquisitions of troubled businesses
Mergers and Acquisitions is a must-read whether you're a legal or business professional, an entrepreneur, an investor, or a law or business school student. The book will also be extremely useful to international lawyers and businessmen who need to understand the M&A practices in the United States that are being increasingly adopted around the world.
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, Vice President, Business
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 business people, 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