Mergers and acquisitions

Content: 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     Covenants 196     Additional Agreements 199     Conditions to Closing 200     Survival of Representations and Indemnification 201     Termination 206     Miscellaneous 206     Representing Targets: A Summary 207     Appendixes 210     CHAPTER 6 Acquisitions of Public Companies 211     Public-to-Public Mergers: What is Different? 211     Case Law   Developed Fiduciary Duties and Standards of Review 214     Evolution of Fiduciary Duty Case Law and Judicial Review 220     Securities Laws and Public Company Acquisitions 237     Anti-Takeover Devices 247     Appendix 256     CHAPTER 7 Leveraged Buyouts (Structural and Tax Issues) and Acquisitions of a Troubled Business (Creditors    Rights and Bankruptcy) 257     Leveraged Buyouts: Structural and Tax Issues 257     Acquisition of a Troubled Business Generally 263     Fraudulent Transfers 265     Acquisitions Out of Bankruptcy 272     CHAPTER 8 International M&A 282     Cross-Border Acquisitions 282     CHAPTER 9 Joint Ventures 292     Reasons for Joint Ventures 292     Types of Joint Ventures 293     Typical Joint Venture Terms 295     Appendix 304     About the Website 305     Index 307