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Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide [Hardcover]

Edwin L. Miller

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Book Description

Jan. 9 2008
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


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Product Description

From the Inside Flap

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.

To avoid costly mistakes, this guide helps deal participants anticipate and solve issues before they come up. This guide is full of practical, hands-on advice, including: hiring an investment banker and on what terms; what issues to raise at the letter of intent stage to improve your bargaining position for the definitive agreement; how to prepare the business for sale or do effective due diligence if you are the buyer; what the principal "money issues" are in the definitive acquisition agreement; and what the negotiating arguments, pro and con, for both buyers and sellers are. The book also discusses pitfalls in the areas of employment agreements, equity compensation, and venture and debt financings that can jeopardize a successful acquisition well before a potential transaction.

Providing expert guidance on the legal frame-work, deal points, and practicalities at each stage of an M&A transaction, Miller 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

The appendices include model or sample documents for a number of common transactions, as well as other useful materials.

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.

From the Back Cover

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


Inside This Book (Learn More)
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Front Cover | Copyright | Table of Contents | Excerpt | Index
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Most Helpful Customer Reviews on Amazon.com (beta)
Amazon.com: 4.7 out of 5 stars  7 reviews
8 of 9 people found the following review helpful
5.0 out of 5 stars Mergers and Acquisitions by Edwin L. Miller Jr. Feb. 13 2008
By Heiko Wilms - Published on Amazon.com
Format:Hardcover
'Mergers and Acquisitions' has helped me to eliminate mis-conceptions on acquisitions and has provided me with a clear perspective on selling ones business. What I truly liked was the step by step guide through the overall selling process.

I can only recommend ' Mergers and Acquisitions' to anyone involved in M&A activities.

Great book!
7 of 8 people found the following review helpful
5.0 out of 5 stars Great Guide March 3 2008
By B. Bradstreet - Published on Amazon.com
Format:Hardcover
This is an extremely useful guide for the business practitioner in the sometimes complex arena of mergers and acquisitions. The book provides clear guidance through the process from start to finish. Highly recommended.
4 of 5 people found the following review helpful
5.0 out of 5 stars A MUST for entrepreneurs and their attorneys May 12 2008
By Valentin Gurvits - Published on Amazon.com
Format:Hardcover
Great book - very informative. Attorney Miller really knows his stuff (as he should since he's been around pretty much since the birth of the venture capitalist industry.)
8 of 11 people found the following review helpful
5.0 out of 5 stars A M&A's north to follow! Sept. 21 2009
By Adrian - Published on Amazon.com
Format:Hardcover|Verified Purchase
This book, not only contains a brief introduction of M&A's for begginers in the field, but even more it locates the entrepreneur in every step of M&A's transactions. I have made my thesis in law about this theme, and it was actually kind of hard to find a good basis of material with different points of view and content in this matter, everytime that all the books looks forward to develop almost the same issues. In a revolutionized way this author takes all what others books have and go beyond the expectations building what i can say, was a great guide to open the path trough my final proyect.
4 of 6 people found the following review helpful
5.0 out of 5 stars A "Must-Read" Book March 26 2008
By Stephen Sanders - Published on Amazon.com
Format:Hardcover
Edwin L. Miller displays a powerful ability to present the complexity of Mergers and Acquisitions into understandable and straight-forward prose. His education from Harvard Law School and his 35 years of experience as a securities attorney form a powerful base from which to write, and he combines this with a potent talent to clearly convey the information he has gained over the decades into an accurate and digestible format that makes this book superior. This is a must-read for technologists, entrepreneurs, or anyone interested in selling or buying a venture. The book Lifecycle of a Technology Company, by the same author is also solid and informative. Easily five stars.
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