This law book includes advice on corporate business structuring deals, negotiating agreements, identifying issues and solving the real problems that are likely to arise during the acquisition.
Learn the "shop secrets" that can help you negotiate the labyrinths of mergers and acquisitions. This masterful resource analyzes the relevant law and provides a strong dose of practice. It includes advice on structuring deals, negotiating agreements, identifying issues and solving the real problems that are likely to arise during the acquisition. The authors, skilled veterans of numerous corporate transactions, provide expert practical guidance, from the planning stages to post-closing.Negotiated Acquisitions of Companies, Subsidiaries and Divisions is divided into several parts: planning transactions and advising boards; general and special provisions of the acquisitions agreement; and special topics, such as LBOs and troubled companies. You'll find everything from basic corporate, tax and accounting considerations to detailed analysis of representations, warranties, covenants and closing conditions. Novices as well as experienced practitioners will benefit from discussions of: mergers of equals; cash election mergers; fairness opinions; Sarbanes-Oxley; special committees of disinterested directors; intellectual property concerns; due diligence; and much more. You'll also learn about the latest developments, including techniques for handling economic uncertainty and stock market instability.
In this book - the only mergers and acquisitions guide that focuses on small and midsize companies - experts from every profession and specialty related to the sale or acquisition of a business lead buyers and sellers step by step through each phase of the M & A process. Their aim is to help both parties avoid hazards and mistakes and arrive at a fair and mutually profitable arrangement. With 36 self-contained chapters that can be read in sequence or consulted independently, Mergers and Acquisitions for Small and Midsize Companies is both a comprehensive M & A tutorial for newcomers to the process and an indispensable reference for professionals involved in any aspect of the buying and selling of small and midsize companies.
This book provides discussion of management's goals, the significance of stock market conditions, and the legal, tax and accounting issues involved--plus sample agreements, and registration statements.
This resource serves to educate lawyers and business professionals on how to draft the many types of "boilerplate" provisions, a legal term that refers to the standardized, one-size-fits-all provisions of a contract. Each chapter tackles one of 20 provisions and analyzes why it is important, the key legal and business issues raised, and how to draft the provision to suit a particular transaction. Such analysis not only helps readers better understand how to draft these provisions in their contracts, but also helps them better understand the other party's process.
"What a sly and nimble book, smiling with a mouth full of fangs. Sweetman's casual, chummy lines lead one cheerfully into a cubicled inferno where the damned-knights, kings, and cowboys, yet never quite corner office material-slog in the long shadows of upper management, neck-deep in leadership plans, always aware that they lack some essential 'intangible assets, ' yet incorrigibly optimistic, prepared to be lifted into the light of success. They're shallow, lost, and easy to like. This is satire at its best: sweet-tongued and fierce."-Marshall N. Klimasewiski "The enterprise here is in the way Chuck Sweetman gets the voices from-gives voice to-those denizens of the contemporary counting houses seldom heard in contemporary poetry: the white-collared, computer-screened, entry-leveled, and encubicled....The job-submerged, the heroes of the subtle resistance, the fantasists-by-necessity, the artists-in-waiting pictured here make up a world to which (and in which) readers may find themselves drawn."-Jason Sommer