mergers and acquisitions a step by step legal and practical guide website wiley finance

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Mergers And Acquisitions

Author : Edwin L. Miller, Jr.
ISBN : 9781119265412
Genre : Business & Economics
File Size : 69. 53 MB
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The legal, financial, and business primer to the M&A process Mergers and Acquisitions offers accessible step-by-step guidance through the M&A process to provide the legal and financial background required to navigate these deals successfully. From the initial engagement letter to the final acquisition agreement, this book delves into the mechanics of the process from beginning to end, favoring practical advice and actionable steps over theoretical concepts. Coverage includes deal structure, corporate structuring considerations, tax issues, public companies, leveraged buyouts, troubled businesses and more, with a uniquely solution-oriented approach to the M&A process. This updated second edition features new discussion on cross-border transactions and "pseudo" M&A deals, and the companion websites provides checklists and sample forms to facilitate organization and follow-through. Mergers and acquisitions are complex, and problems can present themselves at each stage of the process; even if the deal doesn't fall through, you may still come out with less than you bargained for. This book is a multi-disciplinary primer for anyone navigating an M&A, providing the legal, financial, and business advice that helps you swing the deal your way. Understand the legal mechanics of an M&A deal Navigate the process with step-by-step guidance Compare M&A structures, and the rationale behind each Solve common issues and avoid transactional missteps Do you know what action to take when you receive an engagement letter, confidentiality agreement, or letter of intent? Do you know when to get the banker involved, and how? Simply assuming the everything will work out well guarantees that it will—for the other side. Don't leave your M&A to chance; get the information and tools you need to get it done right. Mergers and Acquisitions guides you through the process step-by-step with expert insight and real-world advice.

Mergers And Acquisitions

Author : Edwin L. Miller, Jr.
ISBN : 1118045351
Genre : Business & Economics
File Size : 35. 37 MB
Format : PDF, Kindle
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A Step-by-Step Legal and Practical Guide Getting mergers and acquisitions transactions successfully completed requires an understanding of the legal framework, negotiating points, and practical aspects of each stage of the deal. Part legal primer, part business and negotiating primer, Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide provides comprehensive and understandable advice for management, investors, legal and business professionals, and law and business school students. Providing expert guidance on the legal frame-work, deal points, and practicalities at each stage of an M&A transaction, Edwin L. Miller, Jr. explores the M&A process from beginning to end, including: Corporate finance fundamentals Critical early steps in the acquisition process How to structure transactions to achieve the best economic result Tax considerations for both buyers and sellers Key and often-misunderstood provisions in the definitive acquisition agreement Acquisitions of public companies—what's different Leveraged buyouts and acquisitions of troubled businesses Mergers and Acquisitions is a must-read whether you're a legal or business professional, an entrepreneur, an investor, or a law or business school student. The book will also be extremely useful to international lawyers and businessmen who need to understand the M&A practices in the United States that are being increasingly adopted around the world. Praise for Mergers and Acquisitions "Buyers and sellers both hope to be winners in an acquisition. But at the negotiating table, there is only one winner for each point and winning may mean a significant change in the deal economics. The insights in this book are crucial for both buyers and sellers and lay out the rationale for both sides of all of the money issues and other important deal points." —Todd Koopersmith, Vice President, Business Development, Iron Mountain "This book will help M&A professionals get up to speed on a wide range of deal points. It explains the legal background and transaction structuring issues in M&A transactions that every investment professional must know." —Gregory Burkus, founder and partner, Shasta Partners "This book is an essential resource for business people, and the lawyers and other professionals who advise them, to develop a real-world understanding of how the M&A process works. More importantly, it explains why specific deal structures, contractual terms and diligence procedures are used." —Jonathan Wolfman, Partner, WilmerHale, Boston "As U.S. M&A concepts, documents and practices become increasingly adopted internationally, this book will be an invaluable resource. It provides an excellent overview of the entire area, and is easily understandable by corporate executives and lawyers outside the United States." —Leo Specht, founder, Specht Rechtsanwalts-Gesellschaft mbH, Vienna, Austria

Lifecycle Of A Technology Company

Author : Edwin L. Miller, Jr.
ISBN : 9780470245484
Genre : Business & Economics
File Size : 67. 81 MB
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Praise for Lifecycle of a Technology Company "Lifecycle of a Technology Company is a comprehensive business and legal handbook for all but the most experienced technology entrepreneurs. I shared my copy with a few colleagues at MIT who have either started or are contemplating launching their own companies, and I had a real problem retrieving it. The data supports my opinion that this book will attain 'handbook' status on the desks of technology entrepreneurs." -Dr. George B. Kenney, Associate Director Materials Processing & Microphotonics Centers at MIT "This book will help entrepreneurs avoid the pitfalls on the long road to success for venture-backed technology companies. It distills a lifetime of experience in advising technology companies in a concise and understandable way." -Howard Berke, Serial Entrepreneur and Venture Capitalist "Lifecycle of a Technology Company provides a valuable resource for lawyers at a variety of experience levels. The junior lawyer will use this resource for the basics. More experienced lawyers with a broad practice will use this for a 'sanity check' relative to market terms and business rationale. In the trenches, it will assist lawyers by providing practical, plain speaking explanations for why things operate as they do in the finance, intellectual property, and merger & acquisition segments of the technology world. If you expect to represent technology clients, keep this book nearby." -James O'Hare, Partner Kirkpatrick & Lockhart Preston Gates Ellis, Boston

M A

Author : Jeffrey C. Hooke
ISBN : 9781118816998
Genre : Business & Economics
File Size : 20. 33 MB
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The comprehensive M&A guide, updated to reflect the latest changes in the M&A environment M&A, Second Edition provides a practical primer on mergers and acquisitions for a broad base of individuals numbering in the hundreds of thousands: Investment bankers involved with mergers and acquisitions (M&A). Equity analysts at hedge funds, risk arbitrage funds, pension funds, and banks, who invest in firms engaged in M&A. Private equity professionals at buyout funds, venture capital funds, and hedge funds, who routinely buy and sell companies. Corporate executives and business development professionals. Institutional loan officers working with M&A and buyout transactions. Business students at colleges and graduate business schools. Investor relations professionals at corporations and public relations firms. Lawyers who work with corporate clients on M&A–related legal, financial, and tax matters. Independent public accounting firms that review M&A accounting. Government regulators Sophisticated individual investors Its comprehensive approach covers each step in the process, from finding an opportunity, to analyzing the potential, to closing the deal, with new coverage of private equity funds and international transactions. This updated second edition also includes information on emerging markets, natural resource valuation, hostile takeovers, special deals, and more, plus new examples and anecdotes taken from more current events. Additional illustrations and charts help readers quickly grasp the complex information, providing a complete reference easily accessible by anyone involved in M&A. The mergers and acquisitions environment has changed in the thirteen years since M&A was initially published, creating a tremendous need for authoritative M&A guidance from a banker′s perspective. This M&A update fills that need by providing the characteristic expert guidance in clear, concise language, complete with the most up–to–date information. Discover where M&A fits into different corporate growth strategies, and the unique merits it confers Delineate clear metrics for determining risk, valuation, and optimal size of potential acquisitions Gain deeper insight into the fundamentals of negotiation, due diligence, and structuring Understand the best time to sell, the best way to sell, and the process of the sale itself In the past decade, the dollar value of M&A deals has jumped ten–fold, and the number of individuals involved has expanded considerably. More and more executives, analysts, and bankers need to get up–to–date on the mechanics of M&A, without wading through volume after volume of dense, legalistic jargon. Finally, M&A is back providing a complete reference to the current state of the M&A environment.

Business And Non Profit Organizations Facing Increased Competitions And Growing Customers Demands

Author : Anna Ujwary-Gil
ISBN : 9788394914400
Genre : Business & Economics
File Size : 57. 37 MB
Format : PDF, ePub
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From the perspective of commercial and non-commercial organizations, this monograph with contemporary organizational and management problems, focus on four thematic areas. Traditionally, the first one is concentrating the reader’s attention on the internal aspects of the organization’s functioning as an object of research. In this regard, articles related to the concept of corporate social responsibility in two ways: organizational research and bibliometric analysis. The authors used an analogical (bibliometric) approach to examine trends in publishing for the concept of learning organizations. In this part of the discussion, the social aspect has been strongly displayed, also thanks to the social capital and enterprise. Another topic in this section is the role of the workers’ knowledge in creating innovative solutions, emphasizing the role of trust and culture-rich collaboration between employees, employees’ participation in creating projects, and organizational change. In addition, it discusses the role of information and knowledge networks and sharing knowledge among employees, which does remain without influence on the shaping of individual employees’ careers. Slightly different from the other articles, though set in this section, there is an article referring to the organizational pathology. These considerations are much more valuable, usually because of the difficult access to negative information. The next section presents articles in the context of the modern tools used in the management of commercial and non-commercial organizations. This part of the discussion starts an article about forecasting methods and modern models of business management. In opposition to these considerations, the problem of unused, modern management methods in the local government sector, remains valid. Also, it refers to social media as a source of customer knowledge and management control, which should be considered as a strong and innovative determinant influencing the development of contemporary management methods of a modern enterprise. Interesting considerations are included in the article on the process management, with emphasis on the dynamic management of business processes and IT systems that go with it. The other articles present the concepts of the risk management model in a technology project, business model used in franchising, and the concept of accountability in conjunction with the development of innovation thanks to negotiating the role of intellectual capital. The modern market economy forces organizations to develop their ability to adapt to the conditions by improving their organization continually. It shows how modern-day commercial and non-commercial organizations are competing in a competitive market. This section opens the article, referring to the social competences of students developed during their studies and the competences of the future, which were studied and compared in two universities. The integral part of the organization’s functioning of the organization in the environment is their broadly understood cooperation for the implementation of the objectives and achieving a competitive advantage in the market. This trend covers articles referring to the participation of county in networking, modeling synergistic interrelations within the business association, or the conditions that should be met between enterprises and institutions supporting the technological development of the organization. Other considerations concern customer preferences concerning their choice of commercial banks, the factors that determine the choice of financial instruments by small and medium enterprises, or the demands of sustainable family business development. The final part of the articles is related to a broader perspective, and so the functioning of the organization from a sectoral perspective and across industries. A distinctive feature is a sectoral approach to knowledge-based business services, the determinants of knowledge-based products in the pharmaceutical industry, and the behavior of competing companies in the chocolate and confectionery industry. A separate topic in this section is the concept of capturing value or the value in a sectoral approach. The issues related to the protection of personal data in the healthcare sector, patent activity of enterprises in the technology park, as well as the management of resources in the cluster. The prepared monograph is an interdisciplinary compendium of knowledge on the functioning of both commercial and non-commercial organizations in the context of three perspectives: micro, meso, and macro. The advantage of this type of studies is modern and up-to-date look at the problems of management, organization behavior, or the functioning of the organizations in the sector.

Mergers And Acquisitions Basics

Author : Michael E. S. Frankel
ISBN : 9781119273479
Genre : Business & Economics
File Size : 55. 25 MB
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"This book will help answer the questions that senior level executives have about what M&As are and the steps involved in successful mergers and acquisitions. It provides guidelines and lessons for going through an effective M&A and discusses the key factors that a buyer or seller must consider during a merger or acquisition"--

Qfinance

Author : Various Authors
ISBN : 1849300003
Genre : Business & Economics
File Size : 45. 11 MB
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Compiled by more than 300 of the world's leading professionals, visionaries, writers and educators, this is THE first-stop reference resource and knowledge base for finance. QFINANCE covers an extensive range of finance topics with unique insight, authoritative information, practical guidance and thought-provoking widsom. Unmatched for in-depth content, QFINANCE contains more than 2 million words of text, data analysis, critical summaries and bonus online content. Created by Bloomsbury Publishing in association with the Qatar Financial Centre (QFC) Authority, QFINANCE is the expert reference resource for finance professionals, academics, students, journalists and writers. QFINANCE: The Ultimate Resource Special Features: Best Practice and Viewpoint Essays – Finance leaders, experts and educators address how to resolve the most crucial issues and challenges facing business today. Finance Checklists – Step-by-step guides offer problem-solving solutions including hedging interest-rate risk, governance practices, project appraisal, estimating enterprise value and managing credit ratings. Calculations and Ratios – Essential mathematical tools include how to calculate return on investment, return on shareholders’ equity, working capital productivity, EVA, risk-adjusted rate of return, CAPM, etc. Finance Thinkers and Leaders – Illuminating biographies of 50 of the leading figures in modern finance including Joseph De La Vega, Louis Bachelier, Franco Modigliani, Paul Samuelson, and Myron Scholes Finance Library digests –Summaries of more than 130 key works ranging from “Against the Gods” to “Portfolio Theory & Capital Markets” and “The Great Crash”. Country and Sector Profiles – In-depth analysis of 102 countries and 26 sectors providing essential primary research resource for direct or indirect investment. Finance Information Sources – A select list of the best resources for further information on finance and accounting worldwide, both in print and online, including books, journal articles, magazines, internet, and organizations Finance Dictionary – A comprehensive jargon-free, easy-to-use dictionary of more than 9,000 finance and banking terms used globally. Quotations – More than 2,000 business relevant quotations. Free access to QFinance Online Resources (www.qfinance.com): Get daily content updates, podcasts, online events and use our fully searchable database.

Mergers Acquisitions Divestitures And Other Restructurings

Author : Paul Pignataro
ISBN :
Genre :
File Size : 50. 55 MB
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The authoritative resource for analyzing mergers and acquisitions (M&A) from every angle Paul Pignataro reveals the secrets behind growth through M&A in his new book, Mergers, Acquisitions, Divestitures, and Other Restructurings + Website. Through market shifts and regulatory changes, M&A has served as a solid approach to growth. Creating value through mergers and acquisitions is a highly coveted strategy, and Wall Street has long sought a clear technical understanding of the components of M&A as a key driver of growth. In this book, the author provides that understanding, covering all essential aspects of accounting and modeling for the M&A process. With over a decade of experience aiding billion-dollar restructuring deals, Paul Pignataro is in an excellent position to break down M&A from a finance standpoint. Mergers, Acquisitions, Divestitures, and Other Restructurings covers the financial accounting and modeling behind several M&A structures. Using the merger of Office Depot and Office Max, Mr. Pignataro fully addresses the entire integration, explains EBITDA, and other crucial performance measures. This text is for finance practitioners who want to explore every corner of the M&A process. Learn accounting for asset acquisitions, asset divestitures, and corporate mergersExplore modeling methods including mini-merger modeling and fully consolidated merger modelingRead case studies demonstrating the practical success of theoretical modelsUnderstand EBITDA, cash flow, capital structure, and their impact on M&A success and value creation This new text from the CEO and founder of the New York School of Finance is key for understanding how restructuring leads to growth and value creation. The importance of M&A shows no signs of slowing, meaning that finance professionals need to be able to accurately analyze the prospects and impacts of restructuring moves. Mergers, Acquisitions, Divestitures, and Other Restructurings + Website is the authoritative resource for doing just that. From the Inside Flap As a strategy, mergers and acquisitions (M&A) hold the promise of adding value and refreshing the financial landscape for large and small corporations. And despite inevitable changes in regulations, markets, and industries, M&A transactions—which include divestitures and other restructurings—continue to evolve and thrive as a tactic for growth. But a successful M&A transaction requires careful information-gathering and modeling followed by discerning analysis—a complex process that has, outside of Wall Street, largely remained a mystery. Until now. In Mergers, Acquisitions, Divestitures, and Other Restructurings: A Practical Guide to Investment Banking and Private Equity, Paul Pignataro, founder and CEO of the New York School of Finance, offers a clear, step-by-step guide to the technical analysis behind M&A, whether you're a novice or an expert investor. He lays out the fundamental tools you need to analyze financial information and determine the key drivers of value—even if you don't have a team of expert analysts on call. You'll first receive a valuable refresher in the basics of financial statements, such as income statements, cash flow statements, and balance sheets. Then, the book deftly guides you through essential M&A transactions, such as determining whether to raise debt or equity, acquire or divest assets, perform accretion or dilution analysis, and more. You'll soon understand how to perform merger modeling, including mini-merger modeling and fully consolidated merger modeling. And you'll have the opportunity to apply what you've learned to real life. Using the merger of Office Depot and Office Max as a case study, Paul Pignataro puts you into the role of an investment banker, where you get a firsthand perspective as you evaluate this major M&A transaction using the same modeling tools as bulge bracket investment banks and top private equity firms. Packed with detail, this valuable book also includes a website with downloadable financial models and more. Whether you're preparing for a career or are an independent investor, this book is the ideal resource to sharpen your analytical skills. It's also the perfect refresher for active investment banking or private equity professionals seeking a thorough review of M&A modeling essentials. From the Back Cover Praise for Mergers, Acquisitions, Divestitures, and Other Restructurings "Mergers, Acquisitions, Divestitures, and Other Restructurings is an excellent follow-up to Pignataro's previous books on valuation and leveraged buyouts. This book serves as a fantastic primer for those looking to understand the practical application of investment banking." —Fred Coulson, Founder and Managing Partner, Five Elms Capital "I have had the pleasure to work with Paul's graduate students over many years, all of whom learned from the materials which now comprise this book. Paul's students have become some of the best analysts on Wall Street, and I am happy to see his material published so it can be accessed by a wider audience eager to learn the fine art and science of M&A, divestiture, and restructuring analysis." —Julio Marquez, Adjunct Professor, New York School of Finance, and President, Nymex Capital, New York, NY "Mergers, Acquisitions, Divestitures, and Other Restructurings is a natural follow-up to Mr. Pignataro's first book serving investment banking professionals and business students looking to get into the field. As a founder of a leading investment banking, private equity, and hedge fund recruiting business, and as the former head of the analyst and associate programs at Morgan Stanley, I know the importance of demonstrated proficiency in financial modeling and valuation both during the hiring process and on the job. Mr. Pignataro's book serves as an excellent guide, stepping through the model building process in complete detail with methodologies critical to both budding analysts and experienced professionals." —Eleni Henkel, CEO & Founder at HSP | Henkel Search Partners; former Managing Director and Global Head of Morgan Stanley's Analyst and Associate Programs "Paul Pignataro's exploration of the mergers, acquisitions, and restructuring world drives the reader in the meanders of this complex world where financing, accounting, legal, and valuation sometimes create the impression of a labyrinth. By identifying these challenges, Paul provides a path to a better understanding of these subtle interactions. His experience of the complexity of these transactions makes him a particularly expert guide to those who want to get an in-depth understanding of the most complex financial transactions." —Georges Ugeux, Chairman and CEO, Galileo Global Advisors LLC "Mergers, Acquisitions, Divestitures, and Other Restructurings provides an indispensable, detailed 'how to' reference for the broad scope of restructuring strategies and techniques that corporations draw upon to achieve growth and profitability goals and objectives." —Charles H. McGill, Adjunct Professor of Finance, NYU Stern School of Business

Mergers Acquisitions And Corporate Restructurings

Author : Patrick A. Gaughan
ISBN : 9780471237297
Genre : Business & Economics
File Size : 49. 45 MB
Format : PDF
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The most comprehensive and up-to-date guide to modern corporaterestructuring techniques Mergers and acquisitions are two of today's most importantcompetitive tools used by corporations in a rapidly changing globalbusiness landscape. In this new updated and revised Third Editionof his groundbreaking book-winner of the Book of the Year Award inits category from the Association of American Publishers-author,business valuations expert, and professor Patrick Gaughanillustrates how mergers, acquisitions, and other vital forms ofrestructuring can work for corporations. This University Editionincludes review questions specifically designed for financestudents and those studying for the MBA degree. Packed with helpfuladvice and proven strategies, this book: * Explains virtually every type of corporate restructuring,including mergers and acquisitions, divestitures, reorganizations,joint ventures, leveraged buyouts, and more * Details the latest trends and delivers a modern, internationalperspective on the field * Integrates the latest relevant research in the field of mergersinto the book's pragmatic treatment of the subject * Offers comprehensive coverage of the latest methods andtechniques for business valuations of both public and closely heldcompanies * Looks at the key strategies and motivating factors that ariseduring the course of restructurings * Analyzes and incorporates necessary legal, economic, andcorporate finance considerations * Offers the best offensive and defensive tactics for hostiletakeovers

Make The Deal

Author : Christopher S. Harrison
ISBN : 9781119163503
Genre : Business & Economics
File Size : 60. 22 MB
Format : PDF, ePub
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Merging business, finance, and law, this insightful, accessible guide offers an examination of M&A strategy that is designed to help you understand M&A negotiations and the ways in which the final outcome affects your financial future. --

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