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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.
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.
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