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

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

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

By Martin D. Ginsburg, Jack S. Levin, Donald E. Rocap
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Wolters Kluwer Legal & Regulatory U.S.
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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


ISBN: 9781454884750
SKU: 10045581-0001
ETA: Available: Item ships in 3-5 Business Days

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


The late Martin D. Ginsburg was Professor of Law at Georgetown University Law Center in Washington D.C., and Of Counsel to the law firm of Fried, Frank, Harris, Shriver & Jacobson, LLP. He chaired the Tax Section of the New York State Bar Association, the Committee on Taxation of the Association of the Bar of the City of New York, and the Committee on Simplification of the ABA Section of Taxation. In addition, Mr. Ginsburg served as a Member of the Advisory Group to the Commissioner of Internal Revenue and the Advisory Group to the Tax Division of the Department of Justice, and he was a fellow of the American College of Tax Counsel.

Jack S. Levin is a senior partner in the international law firm of Kirkland & Ellis LLP and a lecturer at both Harvard and University of Chicago Law Schools. He is a graduate of Harvard Law School (summa cum laude , first in a class of 500, officer of the Harvard Law Review), a CPA (winner of the Illinois Gold Medal), and former assistant to the Solicitor General of the United States for tax matters (arguing 8 tax cases to the Supreme Court, 12 to the Federal Court of Appeals, and trying 3 tax cases). For Wolters Kluwer Law & Business, he is co-author of both Mergers, Acquisitions, and Buyouts and Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions. In 2013 American Lawyer magazine named him one of the 50 American lawyers who “over the last 50 years have had an outsize impact on the legal profession” by helping to “lay the legal groundwork for the then nascent private equity industry.” In 2014, Best Lawyers in America publication recognized him as one of the few attorneys who have been honored continuously in all 30 of its annual editions since its 1983 inception. He has received lifetime achievement awards from Chambers Global, Association for Corporate Growth Chicago, and Illinois Venture Capital Association. He is past chair of the ABA Subcommittee on Taxation of Corporate Distributions and former member of the Executive Committee of the Chicago Bar Association’s Taxation Committee.

Donald E. Rocap is a senior partner in the Chicago office of Kirkland & Ellis LLP, where he specializes in the tax aspects of complex transactions. Mr. Rocap is a lecturer at the University of Chicago Law School. Mr. Rocap received his undergraduate degree from Duke University and J.D. from the University of Virginia Law School, where he is a member of the Order of the Coif. Mr. Rocap has been selected as one of America’s Leading Lawyers for Business in Tax by Chambers USA every year since 2004 and as one of The World’s Leading Lawyers for Business in Tax by Chambers Global each year since 2002. Prior to joining Kirkland & Ellis LLP, Mr. Rocap was Deputy Tax Legislative Counsel (Regulatory Affairs) at the U.S. Treasury Department’s Office of Tax policy.