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Mergers, Acquisitions, and Buyouts, September 2017: CD-ROM

By Martin D. Ginsburg, Jack S. Levin, Donald E. Rocap


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When structuring mergers and acquisitions, there's only one way to be sure that you've thought of all the tax and legal consequences: rely on Martin D. Ginsburg, Jack S. Levin and Donald E. Rocap as you plan, develop, and execute your M&A strategy. In this CD-ROM version of the five-volume print set, these expert practitioners offer you:

  • Solutions to real-life M&A problems as they arise in negotiations
  • Step-by-step analysis of typical and non-typical mergers transactional permutations
  • Checklists, flow charts, and other at-a-glance mergers practice materials

Whether you represent the buyer, the seller, or another interested party, you can go straight to a model M&A agreement that gives you

  • A complete document structured to embody your client's M&A interests
  • Clauses addressing a wide variety of specific mergers situations
  • Specific language for even the smallest mergers and acquisitions variations you're likely to encounter
  • Includes CD-ROM containing Mergers, Acquisitions, and Buyouts: Sample Acquisition Agreements

Mergers, Acquisitions, and Buyouts is recently updated with:

  • New step-by-step methods for structuring transactions, with tax, SEC, corporate, HSR, accounting and other mergers considerations
  • New table summarizing and contrasting terms of pro-buyer, pro-seller, and neutral stock & asset purchase agreements
  • New mergers legislation, M&A regulations, rulings, and court decisions impacting M&A transaction
Resources Highlight
Last Updated 10/02/2017
Update Frequency Published twice annually
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9781454884835
SKU 10045581-0002
Table of Contents

Volumes 1 - 4: Transactional Analysis

  1. Introduction: M&A
  2. Taxable Purchase of T's Stock and Taxable Reverse Subsidiary Merger
  3. Taxable Purchase of T's Assets and Taxable Forward Merger
  4. Taxable Acquisitions: Acquisition Expenses, Allocation of Stepped-Up Basis, Amortization of Intangibles, Etc.
  5. Unwanted M&A Assets
  6. Basic Tax Principles of Tax-Free Reorganizations
  7. Reorganizations Under "Solely for Voting Stock" Rule
  8. Reorganizations Not Under "Solely for Voting Stock" Rule
  9. Acquisitions and Dispositions Using Code § 351
  10. Tax-Free Spin-Offs
  11. Taxable and Tax-Free S Corp Acquisitions
  12. Cancellation-of-Debt Income, Net Operating Losses, and Other Special Considerations in Acquiring or Restructuring Financially Distressed Company
  13. Tax Aspects of Financing LBOs -- Debt and Preferred Stock
  14. Tax Aspects of Structuring LBOs
  15. Management Compensation
  16. Acquisitions and Dispositions Using Partnership, LLC, or REIT
  17. Non-Tax Acq’n Issues, Incl’g SEC, State Entity Law, ERISA Group Liability, Acctg, Fraudulent Conveyance, and Antitrust Reporting

Volume 5: Sample Acquisition Agreements with Tax and Legal Analysis

  1. Introduction to and Explanation of Sample Acquisition Agreements
  2. Taxable Purchase of Stock
  3. Taxable Purchase of Assets
  4. Taxable Purchase of Divisional Business
  5. Taxable Reverse Subsidiary Merger Tax-Free Merger