Mergers and Acquisitions from A to Z

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9780814408803: Mergers and Acquisitions from A to Z
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"The power your company can generate in concert with another is immense. But mergers and acquisitions are incredibly complicated, involving issues ranging from valuation and deal structure to tax and securities laws. And things have only gotten more complicated in the increasingly global, post-Madoff era." "A comprehensive, hands-on resource--now fully revised and updated--the third edition of Mergers and Acquisitions from A to Z shows you how to get M&A deals done right." "Containing valuable tools, checklists, and sample documents, the book spells out the latest trends and developments in middle-market M&A best practices, and walks you through every step of the deal, from preliminary considerations to due diligence, through each and every piece of necessary documentation, all the way to closing" "The book explains key market conditions and trends, how to understand and take into consideration the motivations of each party, and ways to evaluate possible alternative paths to achieving growth goals and objectives." "Written in an easy-to-read, easy-to-understand, nontechnical voice, and presenting creative strategies for structuring and financing M&A transactions during turbulent market conditions, this long-trusted guide reveals how to boost both the immediate financial position and the long-term outlook for your organization." "Illustrating what works and why with case studies and war stories, the book brings you up to speed on the essential steps and guidelines behind well-executed M&A transactions. Whether you're a novice or a veteran to the complex world of mergers and acquisitions, this book ensures that you have a thorough understanding of the latest key economic trends and market conditions that may affect your deal...and gives you the assuance you need to get the deal done smoothly and ensure post-transaction success."--BOOK JACKET.

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Book Description:

"Mergers and acquisitions are among the most powerful and versatile growth tools employed by companies of all sizes and in all industries. A well-timed purchase or a well-planned merger can boost both the immediate financial position and the long-term outlook for your organization.

Conversely, these transactions can quickly spell your company’s doom if they are not conceived and executed carefully, legally, and sensibly. Whether you’re an M&A veteran or find yourself at the table for the first time, it’s crucial to have an authoritative, soup-to-nuts reference to guide you through the many complex steps involved in these major business strategies.

Mergers & Acquisitions from A to Z is a practical, hands-on resource for M&A participants on all sides of the transaction. The fully updated second edition covers the latest trends and best practices for structuring profitable deals, new rules and regulations in the age of the Sarbanes-Oxley act, and more. Clear and jargon-free, this authoritative book begins with a thorough overview, and then gives you extensive knowledge of the entire transaction process including:

* Preparing for a Merger or Acquisition and Initiating the Deal. Understanding both the seller’s and buyer’s perspective is key, regardless of what your own role is in the transaction.

* Preliminary Considerations and Documentation. The authors present the pros and cons of creating a letter of intent, and how to decide which kind to use (binding, non-binding, or hybrid).

* Due Diligence. A thorough legal, financial, and operational analysis of the target business will identify and quantify any areas of concern.

* Regulatory Considerations. These include general areas such as environmental, antitrust, securities, and others, as well as those issues specific to your industry or the situation.

* Structuring the Deal. The architecture of the transaction will have profound effects on tax, accounting, shareholder, and other financial considerations for all the businesses involved.

*Valuation and Pricing. Learn which valuation methods to use, and why the established value is only one component in calculating the actual purchase price.

* Financing. How to determine if seller financing, venture capital, securities, and/or other alternatives are proper choices for your transaction.

The book also offers complete sample documents including acquisition agreements and other legally required papers, strategies for alleviating post-closing challenges, and ""managing the deal-killers,"" the all-too-common mistakes and pitfalls that can derail even the most promising mergers and acquisitions. Finally, the authors take a look at a few of the alternatives to the M&A approach, including joint ventures, franchising, licensing, strategic alliances, and many others.

The power your company can generate in concert with another is immense. With Mergers & Acquisitions from A to Z, you’ve got the crucial information and versatile tools to make the connection stronger, more durable, and more profitable for all involved."

From the Back Cover:

M&A transactions can quickly spell a company’s doom if they aren’t conceived and executed carefully, legally, and sensibly. This classic, comprehensive guide to mergers and acquisitions—now completely updated for today’s market—provides you with a thorough understanding of the latest trends and developments in M&A best practices. Packed with essential tools, checklists, sample forms, and insights, this is the one guide you need to clearly take you through the entire process of any merger or acquisition.

Advance Praise for Mergers & Acquisitions from A to Z:

“Andrew J. Sherman’s Mergers & Acquisitions from A to Z is a thorough update of the prior two editions, and considers the many ways M&A has been affected by the current economic environment. I found his book to be very well written, clear, concise, and quite complete. He provides great checklists and excellent sample documents to help walk the buyer, seller, and their advisors through the steps in putting together the right deal to make sure it’s a win/win for both the buyer and seller. Importantly, Sherman addresses the many M&A teams critical to a successful transaction and the vital role each plays. He clearly illustrates why no one should go it alone without proper professional support, documenting primary issues which can arise during due diligence, any of which could kill the deal. All together, I found Sherman’s book to be an excellent resource, an eye-opener, useful for M&A professionals at all experience levels, and highly recommend this read.” — Parnell Black, MBA, CPA, CVA, NACVA’s Chief Executive Officer

“As prolific a writer as Andrew Sherman is, he always substantially contributes to and enhances the M&A literature and canon when he picks up his pen. This is a must-read for anyone contemplating an M&A transaction or advising on one.” — Dennis J. Roberts, Chairman, The Middle Market Investment Banking Association and author of An Insider’s Guide to the Purchase and Sale of Middle Market Business Interests

“A comprehensive, straightforward, authoritative, and surprisingly reader-friendly how-and-whether-to-do-it handbook on acquiring, selling, and merging companies. It includes everything you need to know. It contains all the questions to ask, the factors to consider in deciding whether and when to buy or sell and how to weigh them, the checklists to create, and the pitfalls to guard against. The absence of unnecessary jargon is as refreshing as the material is enlightening.”— Joel L. Fleishman, Professor of Law and Public Policy, Terry Sanford Institute of Public Policy, Duke University

“This is a very useful book for the corporate, small business, or start-up manager who must quickly come up to speed on what’s involved in acquiring another company or being acquired.”— John Taylor, Senior Vice President, National Venture Capital Association

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