Mergers & acquisitions from A to Z

著者

書誌事項

Mergers & acquisitions from A to Z

Andrew J. Sherman

American Management Association, c2011

3rd ed

タイトル別名

Mergers and acquisitions from A to Z

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注記

Includes index

内容説明・目次

内容説明

Talking mergers and acquisitions for small- to mid-sized companies can sound exciting as the architects behind the deals are wide-eyed with effective growth strategies. However, these complex transactions carry significant risk, and it is absolutely vital for all involved in the deal to make sure they are guarding themselves against costly mistakes that have been the downfall for many leaders and organizations before them. Complete with expert advice, case studies, checklists, and sample documents, law attorney and author Andrew Sherman walks you through every step of the process--from valuation to securities laws to closing and successful integration. In Mergers and Acquisitions from A to Z, Sherman explains further how to: conduct due diligence, calculate the purchase price, understand the roles and risks for boards, and more. When done correctly and cautiously while fully educated on all avenues of the process, your company's next merger or acquisition should be an exciting, profitable time as you take steps to eliminate rivals, extend territory, and diversify offerings. But you must first be prepared! Don't make another deal without Mergers and Acquisitions from A to Z and its strategic, legal guidance by your side.

目次

Contents ACKNOWLEDGMENTS ix INTRODUCTION TO THE THIRD EDI T ION xi CHAPTER 1 The Basics of Mergers and Acquisitions 1 Understanding Key Terms 1 What's All the Fuss About? 3 Why Bad Deals Happen to Good People 8 Why Do Buyers Buy, and Why Do Sellers Sell? 9 CHAPTER 2 Preparing for the Dance: The Seller's Perspective 13 Conducting a Thorough EOTB Analysis 17 Preparing for the Sale of the Company 17 Common Preparation Mistakes 29 Other Considerations for the Seller 31 CHAPTER 3 Initiating the Deal: The Buyer's Perspective 34 Assembling the Team 34 Developing an Acquisition Plan 35 Applying the Criteria: How to Narrow the Field 43 Approaching a Company That Is Not for Sale 44 Dealing with the Seller's Management Team 45 Directory of M&A Resources for Prospective Buyers (and Sellers) 46 CHAPTER 4 The Letter of Intent and Other Preliminary Matters 51 Proposed Terms 52 Binding Terms 52 Common Reasons Why Deals Die at an Early Stage 59 Preparation of the Work Schedule 60 Another Predeal Task: The Growing Debate About the Role and Usefulness of Fairness Opinions 61 CHAPTER 5 Due Diligence 65 Best Practices in Due Diligence in the Era of Accountability 2.0 66 Legal Due Diligence 74 Business and Strategic Due Diligence 83 Conclusion 91 Appendix to Chapter 5: Post-Sarbanes-Oxley Due Diligence Checklist 92 The Disclosure Requirements 93 Checklist of Items Post-Sarbox 97 CHAPTER 6 An Overview of Regulatory Considerations 101 Introduction 101 Environmental Laws 102 Federal Securities Laws 103 Federal Antitrust Laws 106 Waiting Periods 109 Labor and Employment Law 113 CHAPTER 7 Structuring the Deal 120 Stock vs. Asset Purchases 122 Tax and Accounting Issues Affecting the Structure of the Transaction 126 One-Step vs. Staged Transactions 130 Method of Payment 132 Nontraditional Structures and Strategies 135 CHAPTER 8 Valuation and Pricing of the Seller's Company 144 A Quick Introduction to Pricing 146 Valuation Overview 147 CHAPTER 9 Financing the Acquisition 155 An Overview of Financing Sources 156 Understanding the Lender's Perspective 159 Financing Deals in Times of Turmoil 160 Steps in the Loan Process 164 Equity Financing 168 CHAPTER 10 The Purchase Agreement and Related Legal Documents 189 Case Study: GCC Acquires TCI 191 Sample Schedule of Documents to Be Exchanged at a Typical Closing 209 CHAPTER 11 Keeping M&A Deals on Track: Managing the Deal Killers 252 Communication and Leadership 253 Diagnosing the Source of the Problem 254 Understanding the Types of Deal Killers 254 Curing the Transactional Patient 256 Maintaining Order in the M&A Process: Simple Principles for Keeping Deals on Track 257 Conclusion 258 CHAPTER 12 Postclosing Challenges 259 A Time of Transition 260 Staffing Levels and Related Human Resources Challenges 264 Customers 267 Vendors 268 Physical Facilities 268 Problems Involving Attitudes and Corporate Culture 269 Benefit and Compensation Plans 271 Corporate Identity 272 Legal Issues 272 Minimizing the Barriers to the Transition 273 Postmerger Integration Key Lessons and Best Practices 277 Conclusion 280 CHAPTER 13 Alternatives to Mergers and Acquisitions 281 Growth Strategy Alternative 1: Joint Ventures 282 Growth Strategy Alternative 2: Franchising 287 Growth Strategy Alternative 3: Technology and Merchandise Licensing 299 Growth Strategy Alternative 4: Distributorships and Dealerships 306 INDEX 309

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