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Structuring Mergers & Acquisitions: A Guide To Creating Shareholder Value, Fifth Edition Structuring Mergers & Acquisitions: A Guide To Creating Shareholder Value, Fifth Edition

Structuring Mergers & Acquisitions: A Guide To Creating Shareholder Value, Fifth Edition

By Peter A. Hunt
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Overview

Unlike other M&A references, this one-volume guide establishes a framework for analyzing each transaction from a financial perspective, and evaluating your options in terms of how they create value today or better position the company to build value tomorrow. In this newly updated Fifth Edition of Structuring Mergers & Acquisitions: A Guide to Creating Shareholder Value, you get clear, authoritative discussions of:

  • How shareholder value relates to mergers and acquisitions, and different methodologies for valuing a transaction, such as discounted cash flow, comparable company, comparable transaction, premiums paid, price/volume relationships, and private company valuation.
  • How accounting can influence value creating in mergers and acquisitions , a critical aspect of understanding and structuring the proper transaction for differing business circumstances.
  • Collars, break-up fees, lock-ups, walk-aways, minority squeeze outs, earnouts, and anti-trust considerations, and other special topics you will encounter in deals
  • Transactions you may encounter, from “plain vanilla” deals like mergers, acquisitions, divestitures, joint ventures, and leveraged buyouts, to more complicated restructuring alternatives like spin-offs, split-offs, share repurchases, recapitalizations and restructuring options that can enhance shareholder value.
  • Protecting against takeover threats, including legal and structural defenses, with coverage of the most common form of legal defense, the shareholder rights plan.
  • Making aggressive or hostile offers for a company, the pros and cons of “going it alone” in attempting a hostile acquisition.
  • Performing effective and complete due diligence on a company in the context of a transaction, a critical step that is often overlooked as something “someone else should do.”
  • Handling the human aspects of mergers and acquisitions, including basic transition tips that can avoid massive pre- and post-deal turnover.
Last Updated 07/15/2011
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9780735510371
SKU 10046330-0001
Product Line Wolters Kluwer Legal & Regulatory U.S.
SKU 000000000010015674
Table of Contents

List of Exhibits, Introduction, Glossary

PART I: A SHAREHOLDER VALUE FRAMEWORK

  • Overview of Shareholder Value
  • Overview of Valuation and Financial Analysis
  • Financial Statement Analysis
  • Discounted Cash Flow Analysis
  • Comparable Company Analysis
  • Comparable Transactions Analysis
  • Merger Analysis
  • Leveraged Buyout Analysis
  • Stock Price Analysis
  • Private Company Valuation
  • Valuation Case Study: Tropical Products Corp. Acquisition of Global Snacks, Inc.

PART II: M&A ACCOUNTING

  • M&A Accounting

PART III: TRANSACTION TYPES

  • Mergers & Acquisitions
  • Divestitures and Asset Sales
  • Joint Ventures and Alliances
  • Going Private Transactions
  • Fairness Opinions

PART IV: RESTRUCTURING ALTERNATIVES

  • Overview of Corporate Restructurings
  • Recapitalizations and Share Repurchases
  • Spin-Offs, Split-Offs, Equity Carve-Outs, and Tracking Stock

PART V: LEGAL ASPECTS OF MERGERS & ACQUISITIONS.

  • Business Judgment Rule
  • Legal Aspects of Mergers &Acquisitions
  • Anti-Takeover Measures
  • Hostile Acquisitions

PART VI: STRUCTURING, NEGOTIATING, AND EXECUTING THE DEAL

  • The Fundamentals of Negotiation
  • Formulating an Offer
  • Structuring the Letter of Intent and Definitive Agreement
  • Collars and Walk-Aways
  • Termination Fees, Lock-Up Options, and No-Shop Clauses
  • Earn-Outs and Contingent Payments
  • Due Diligence
  • Pre- and Post-Merger Integration
Volumes