Mergers, Acquisitions, and Buyouts Online

Mergers, Acquisitions, and Buyouts gives practitioners the information, analysis and hands-on skills to successfully structure deals that ensure the greatest financial and tax benefits for your clients. This unsurpassed reference covers not only the federal income tax aspects of acquisitions, but also the many other aspects of corporate acquisitions, including state corporate law, securities law, accounting, fraudulent conveyance law, antitrust reporting, and contract terms that are important in negotiating, structuring, and effectuating an acquisition.

Step-by-Step Guidance on Every M&A Topic

Ginsburg and Levin go step by step through every aspect of structuring a winning transaction. Included is detailed coverage of such vital topics as:

  • taxable vs. tax-free acquisitions
  • double tax vs. single tax on sellers
  • stepped-up basis vs. carryover basis for acquired assets
  • deductibility of interest on amounts borrowed to pay for an acquisition
  • allocating to covenants not to compete and other intangibles
  • obtaining the benefits of NOLs and other tax attributes
  • handling stock options and other executive compensation
  • SEC considerations
  • and more.
Tailor Agreements to Your Clients' Specific Needs Mergers, Acquisitions, and Buyouts provides in-depth analysis of typical transaction permutations and hundreds of real-life examples. Easy-to-follow checklists and flow charts also ensure that practitioners adhere to all the proper steps. With the help of this expert guide, it's easy to determine whether the tax burden falls on the seller, the buyer, or the IRS. In addition, the book features well-written model agreements that provide a complete document geared to your clients' particular interests, clauses tailored for various individual situations, and specific language to use for all the variations likely to be encountered..

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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. Mergers, Acquisitions and Buyouts will help you plan, develop, and execute your strategy by providing:
  • Solutions to real-life M&A problems as they arise in negotiations
  • Step-by-step analysis of typical and non-typical transactional permutations
  • Checklists, flow charts, and other at-a-glance practice materials
This authoritative treatise is filled with model agreements designed to give you:
  • A complete document structured to embody your client's interest
  • Clauses addressing a wide variety of specific situations
  • Specific language for even the smallest variations you're likely to encounter
  • Includes CD-ROM containing Mergers, Acquisitions, and Buyouts: Sample Acquisition Agreements.


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.

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