Andrew J. Sherman's Mergers and Acquisitions from A to Z PDF

By Andrew J. Sherman

A concise strategic and criminal consultant for either dealers and at huge and small businesses, Mergers and Acquisitions from A to Z is a pragmatic, hands-on source for an individual fascinated about any merger or acquisition. Written in transparent, jargon-free language, the publication presents huge, easy-to-understand details at the whole transaction, together with an summary of tax and accounting issues, drafting criminal files, and interpreting projected monetary achieve. completely revised to mirror the newest adjustments within the enterprise atmosphere, the hot variation positive factors: * the most recent tendencies and top practices for structuring ecocnomic bargains * New due diligence principles and methods within the age of Sarbanes-Oxley * guidance for protecting offers on the right track and dealing with post-closing demanding situations * and masses extra Written for these already excited by M&A bargains or contemplating a flow in that path, Mergers and Acquisitions from A to Z demystifies the whole procedure.

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Extra resources for Mergers and Acquisitions from A to Z

Sample text

5. Some deals are motivated by the need to transform corporate identity. In 2003, videogame company Infogrames, for example, gained instant worldwide recognition by acquiring and adopting the old but famous Atari brand. Similarly, First Union adopted the ................. 11539$ $CH1 10-19-05 09:48:30 PS PAGE 13 14 M ER GE RS & A CQ UI SI TI ON S F RO M A TO Z brand of acquisition target Wachovia in hopes of benefiting from Wachovia’s reputation of quality and customer service. 6. Many deals are fueled by the need to spread the risk and cost of: a.

The legal audit should include corporate housekeeping and administrative matters, the status of the seller’s intellectual property and key contracts (including issues regarding their assignability, regulatory issues, and litigation). The goal is to find the bugs before the buyer’s counsel discovers them for you (which would be embarrassing as well as costly from a negotiating perspective) and to get as many of the bugs out as possible before the first buyer is considered. For example, now may be the time to resolve any disputes with minority shareholders, complete the registration of copyrights and trademarks, deal with open issues in your stock option plan, or renew or extend your favorable commercial leases.

Assisting the seller in pre-sale corporate ‘‘housekeeping,’’ which involves cleaning up corporate records, developing strategies for dealing with dissident shareholders, and shoring up third-party contracts. b. Working with the investment banker in helping evaluate competing offers. c. Assisting in the negotiation and preparation of the letter of intent and confidentiality agreements such as Exhibit 2-1, which should be signed by all potential buyers who are provided access to the seller’s books and records.

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Mergers and Acquisitions from A to Z by Andrew J. Sherman


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