This chapter is from The Art of M&A, Fourth Edition, which, since its original publication, has been the definitive source of information for authoritative guidance on all aspects of mergers and acquisitions. This book provides clear, in-depth answers and explanations on everything from the SEC rules and new tax guidelines to documents and key players. From structuring to due diligence to integration, the authors provide up-to-the-minute information on avoiding mishaps and completing the deal.
Authoritative and completely up-to-date, the Fourth Edition of The Art of M&A is an unsurpassed, one-stop guide to every facet of mergers and acquisitions that enables you to make winning deals with complete confidence. This definitive resource retains its popular Q&A format, offering quick access to all the changes that have occurred in the field since the merger wave of the 1990s. The book explores every key aspect of winning M&A transactions, and presents advice on avoiding common M&A pitfalls. The Fourth Edition of The Art of M&A features vital information on: Getting Started in Mergers and Acquisitions --learning the basic M&A process, requirements, negotiating skills, and objectives Planning and Finding --deciding what to buy and then locating it Valuation and Pricing -- using multiple valuation methods to discover the true value of an acquired company or unit The Art of Financing and Refinancing -- mastering funding sources and issues Structuring M/A/B Transactions -- managing general, tax, and accounting considerations The Due Diligence Inquiry -- looking into the past, present, and future risks of the business to be purchased Negotiating the Acquisition Agreement and the Letter of Intent-- understanding two vital documents in the M&A process Closing -- synchronizing the many individual items to produce a harmonious transaction Postmerger Integration and Divestitures -- following through after the M&A deal to capture the economic value of synergies Special Issues for M&A in Public Companies_examining the unique legal and business considerations of public entities Workouts, Bankruptcies, and Liquidations -- handling specific financial problems that arise in M&A transactions with entities in the zone of insolvency Structuring Transactions with International Aspects -- developing the necessary skills and knowledge to do M&A deals across national borders Filled with detailed examples and case studies, this updated classic also includes discussion of purchase accounting, Section 404, new legal cases with M&A implications, and more.
Make every deal a major win! The M&A classic has been updated for today’s business landscape Since the last edition of this authoritative resource was published, the M&A world has gone from boom to bust and back again—and this new edition brings you completely up to date. With critical lessons learned from the financial crises and regulatory shocks of the past decade, The Art of M&A, Fifth Edition delivers the information and insight you need to make all the right decisions throughout the process. Learn the ins and outs of: •Getting Started—basic process, requirements, and objectives• Strategy—deciding what to buy and why•Valuation and Modeling—measuring and projecting value pre- and post-merger• Financing and Refinancing—sourcing capital • Structuring—mitigating financial, tax, and legal risk• Due Diligence—investigating a business’s past, present, and future risks• Documentation and Closing—pulling everything together to ensure a smooth transaction • Integration—merging resources, processes, and responsibilities to maximize synergies• Landmark Cases—legal cases you need to understand The Art of M&A is an indispensable resource for anyone heavily engaged in the process—whether you’re an executive tasked with growing your businesses, an investment banker structuring transactions, an attorney responsible for due diligence, or an accountant who advises buyers and sellers. Turn to this definitive resource to develop, steward, and close deals that benefit everyone involved.
This chapter is from The Art of M&A, Fourth Edition, which, since its original publication, has been the definitive source of information for authoritative guidance on all aspects of mergers and acquisitions. This book provides clear, in-depth answers and explanations on everything from the SEC rules and new tax guidelines to documents and key players. From structuring to due diligence to integration, the authors provide up-to-the-minute information on avoiding mishaps and completing the deal.
Real-world advice for determining the most advantageous structure in a merger, acquisition, or buyout The actual structuring of a merger or acquisition is key to the success of the entire procedure. The Art of M&A Structuring explores ways to approach a deal as an investment and satisfy the often conflicting financial and operational goals of all parties, from buyers and sellers to investors and lenders. Written in the trademark Q&A style that made The Art of M&A a landmark business bestseller, this book is filled with real-world examples and cases. Decision makers in any organization will quickly find the M&A information and insights they need, including: Up-to-date GAAP and tax considerations Advantages and disadvantages of spin-offs and spin-outs Special considerations for off-balance-sheet transactions
Seize the competitive advantage with today’s most powerful strategic tool—M&A “Given the influence of technology, globalization, and regulatory change, M&A will continue to shape our industries. For most companies, therefore, the consideration of M&A in strategy is now fundamental.” –from the Introduction to Part I The Art of M&A Strategy is exactly what you need to build mergers, acquisitions, and divestitures into your overall business strategy—to make M&A a competitive advantage and avoid landing on the long list of M&A failures. Experts in the field of M&A, Smith and Lajoux demystify this otherwise complex subject by taking you through the types of M&A strategy and the key steps to successful M&A strategy development and implementation. The Art of M&A Strategy is conveniently organized into three sections: Part I presents a range of possible corporate strategy situations and provides the role and rationale for M&A in each, such as building and managing a portfolio, participating in industry consolidation, spurring corporate growth, and using acquisitions to create “real options.” Part II outlines how to determine the role of M&A in your strategy—taking into consideration industry context, competitive imperatives, and strategy options—and explains how to find and screen partners, decide whether to buy or sell, and engage the board of directors in M&A decisions. Part III covers M&A as a sustained corporate program, particularly in the context of international growth, outlining the most strategic aspects of post-merger integration, describing how to use advisors throughout the process, and examining core competencies required for successful M&A programs. The authors illuminate the purpose and process of applying M&A with real-world success stories involving Cisco, GE, Google, and many other companies that have leveraged M&A for strategic success. Use The Art of M&A Strategy to create a powerful strategy position for success in today’s changing business environment and to seize and hold competitive advantage.
This chapter is from The Art of M&A, Fourth Edition, which, since its original publication, has been the definitive source of information for authoritative guidance on all aspects of mergers and acquisitions. This book provides clear, in-depth answers and explanations on everything from the SEC rules and new tax guidelines to documents and key players. From structuring to due diligence to integration, the authors provide up-to-the-minute information on avoiding mishaps and completing the deal.
To view or download the 2018 Supplement to this book, click here. M&A Statutes, Rules, and Documents Supplement for Business Planning for Mergers and Acquisitions, Fourth Edition, is available to access by clicking here. This book provides a transactional approach to many of the issues that arise in mergers and acquisitions (M&A), including corporate, securities, antitrust, Federal income taxation, accounting, and valuation. The principal purpose of this book is to help train law students in the art of doing M&A deals. The statutes, rules, regulations, and documentary appendices referred to in this book are contained in a companion volume: Thompson, M&A Statutes, Rules, and Documents for Business Planning for Mergers and Acquisitions (Carolina Academic Press, 2015), which will be available at no cost on this page at the end of April 2015. The book is divided into four parts: Part I, The Building Blocks; Part II, Consensual Transactions; Part III, Hostile Transactions; and Part IV, Special Topics. Part I, The Building Blocks, looks at issues likely to be faced in both consensual and hostile transactions, including shareholder voting and dissenting rules, directors'' fiduciary duties, basic securities considerations, tax aspects, accounting treatment, valuation, antitrust, pre-merger notification, due diligence, and preliminary deal documents. Part II, Consensual Transactions, looks at the following types of M&A transactions: acquisitions of the stock of closely held corporations; acquisitions of the assets of closely held corporations; acquisitions of publicly held corporations by merger; leveraged buy-outs; going private transactions; and the drafting of various types of acquisition agreements. Part III, Hostile Transactions, addresses the following Federal and state law aspects of these transactions: proxy contests; the impact of the Williams Act provisions of the Securities Exchange Act of 1934 on open market purchases; the impact of the Williams Act on tender offers, including two-step transactions involving a consensual tender offer followed by a merger; state regulation of tender offers; and state regulation of defensive tactics employed by a target''s management. Part IV, Special Topics, examines, or provides an introduction to, the following advanced M&A topics: spin-offs (i.e., transactions in which a parent corporation distributes the stock of a subsidiary to the parent''s shareholders); shareholder activism, which has become a very important issue for many large publicly held corporations; international acquisitions, including: inbound acquisitions (i.e., acquisitions by foreign acquirors of U.S. targets); outbound acquisitions (i.e., acquisitions by U.S. acquirors of foreign targets); and a look at the regulation of M&A in the EU, South Africa, and China; brief introductions to: M&A in four regulated industries (i.e., the banking, telecom, public utility, and healthcare industries); bankruptcy M&A; and joint ventures, which are an alternative to M&A; and ethical issues in M&A. This edition follows the structure of the third edition with the following major changes and additions: new and current materials have been added to virtually all of the chapters; the materials dealing with freeze-out mergers and going private transactions, which previously were addressed in Chapter 24, have been integrated into the coverage of LBOs in Chapter 14; virtually all of the cases and materials dealing with fiduciary duties are now included in Chapter 3, and where such issues arise in other chapters, references are made to the materials in Chapter 3; in view of the increasing importance of shareholder activism, Chapter 25 now focuses exclusively on that topic; and Chapter 27 now provides brief introductions to the following topics, which were covered in greater detail in the third edition: banking M&A (former Chapter 27); telecommunications M&A (former Chapter 28); public utility M&A (former Chapter 29), bankruptcy M&A (former Chapter 30); and joint ventures (former Chapter 31). Chapter 27 also briefly introduces issues in healthcare M&A.
The essential M&A primer, updated with the latest research and statistics Mergers, Acquisitions, and Corporate Restructurings provides a comprehensive look at the field's growth and development, and places M&As in realistic context amidst changing trends, legislation, and global perspectives. All-inclusive coverage merges expert discussion with extensive graphs, research, and case studies to show how M&As can be used successfully, how each form works, and how they are governed by the laws of major countries. Strategies and motives are carefully analyzed alongside legalities each step of the way, and specific techniques are dissected to provide deep insight into real-world operations. This new seventh edition has been revised to improve clarity and approachability, and features the latest research and data to provide the most accurate assessment of the current M&A landscape. Ancillary materials include PowerPoint slides, a sample syllabus, and a test bank to facilitate training and streamline comprehension. As the global economy slows, merger and acquisition activity is expected to increase. This book provides an M&A primer for business executives and financial managers seeking a deeper understanding of how corporate restructuring can work for their companies. Understand the many forms of M&As, and the laws that govern them Learn the offensive and defensive techniques used during hostile acquisitions Delve into the strategies and motives that inspire M&As Access the latest data, research, and case studies on private equity, ethics, corporate governance, and more From large megadeals to various forms of downsizing, a full range of restructuring practices are currently being used to revitalize and supercharge companies around the world. Mergers, Acquisitions, and Corporate Restructurings is an essential resource for executives needing to quickly get up to date to plan their own company's next moves.
