"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."
Andrew Sherman is a senior partner at Dickstein Shapiro Morin and Oshinsky LLP, and internationally recognised as an authority on the legal and strategic issues of growing companies. He is an Adjunct professor in the MBA programs at Georgetown and U. Maryland.
Milledge Hart is managing director of Inveraray Partners and former president of the Young Entrepreneurs Organization.
