e-Merger : merging, acquiring, and partnering e-commerce businesses
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書誌事項
e-Merger : merging, acquiring, and partnering e-commerce businesses
Prentice Hall PTR, c2002
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注記
Includes index
内容説明・目次
内容説明
Now that the Internet gold rush has ended, a massive wave of mergers and acquisitions has begun. Whether you're a buyer or seller, it's vital that you have a profound understanding of the key issues associated with e-Business mergers and acquisitions -- many of them unique to e-Business. e-Merger is the first comprehensive guide to the subject. This book walks you through every stage of the e-Business M&A transaction, from identifying target companies to closing the deal, and covers every key issue, from due diligence to staffing. Discover how to identify and pre-qualify targets; then master the critical, complex tasks associated with due diligence. Review your financing options, understand the tax implications of the proposed deal, and learn the unique issues associated with cross-border M&A. Learn how to manage the employee issues associated with mergers and acquisitions, including techniques for retaining key staff. Walk through pricing and negotiations; then, once the deal is done, identify your immediate priorities for what to do next. For every e-Business entrepreneur or corporate executive involved (or potentially involved) with mergers, acquisitions, or partnerships.
目次
Preface.
1. Identifying and Prequalifying Targets.
Mergers and Acquisitions and Targets. Types of Transactions. Planning. Identifying Opportunities. Searching for Targets. Contacting Targets. Using Brokers and Finders. Using Investment Bankers and Commercial Bankers. Legal Considerations. Summary. Questions.
2. Due Diligence.
Due Diligence Basics. Investigation Checklist. Legal Investigation. Environmental Investigation. Evaluating the Results of Due Diligence. Summary. Questions.
3. Structuring and Financing the Deal.
Types of Transactions. Financing Options. Structuring Debt. Leaseback Financing. Take-Back Financing. Bridge Financing. High Yield Bonds. Refinancing. Financing Through Insurance Companies. The Financing Process. Legal Considerations. Summary. Questions.
4. Tax Implications.
Tax Basics. Taxable Issues. Adjusted Basis. Tax Accounting Methods. Taxes and Organizational Structure. Taxes and Financing. Tax Free Transactions. Tax Strategy. Summary. Questions.
5. Employee Issues.
Compensation. Combining Compensation Plans. Benefits Plans. Retirement Plans. Health Benefits. Assessing the Impact of Benefits Plans. Extended Benefit Exposure. Benefits Plans Funding. Separating and Combining Benefit Plans. Unions. Employee Stock Ownership Plans. Summary. Questions.
6. Public and Private Corporations.
Public Corporations Basics. Tender Offer. Proxy Solicitation. Public Disclosure. Board of Directors Duties. Defensive Strategies. Restrictions. Insider Conflicts. Financing Issues. Private Corporations Basics. Summary. Questions.
7. International Business.
Acquiring a Business in the U.S. U.S. Taxes. Acquiring a Business Outside the U.S. Foreign Taxes. International Financing. Summary. Questions.
8. Pricing the Deal.
Pricing Basics. Buying Strategies. Forecasting Cash Flow. Ratio Valuation. Risk Assessment. Pricing Models. Specifying Price in the Agreement. Summary. Questions.
9. Negotiating the Deal.
Setting the Stage for Negotiations. The Negotiations Strategy. Face-to-Face Negotiations. The Letter of Intent. The Acquisition Agreement. Representations, Warranties, and Covenants. Terms of Closing. Termination Procedures. Indemnity. Public Companies. Summary. Questions.
10. After the Deal.
Closing the Deal. Before the Closing. Closing Day. Payment. After the Closing. The Integration Plan. Summary. Questions.
11. Business Alliances.
Fundamentals. Outsourcing Alliances. Strategic Alliances. Joint Ventures. Summary. Questions.
Glossary.
Index.
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