'One of the best new Corporate Finance books.'BookAuthorityThe survival and prosperity of any corporation over the long term depend on the company's ability to grow and develop through a process of investment, restructuring, and redeployment. Since the late 19th century, mergers and acquisitions (M&As) have become an essential vehicle for corporate change, fuelled by synergies that could arise from expansion of sales and earnings, reduction in cost, and lower taxes and cost of capital.M&A transactions, however, are complex and risky and are affected by the state business cycle, financial conditions, regulations, and technology. Approximately two-thirds of all M&A deals fail. This book seeks to provide an effective and comprehensive framework, predominantly embedded in corporate finance, for achieving greater success. Written by academics and practitioners, it integrates business strategies with formal analysis relating to M&A deal making, providing a coherent statement on M&A by utilizing scholarly work with best practices by industry.The authors provide extensive analytical review and applications of the following critical M&A issues: valuation, leveraged buyouts, payment methods and their implications, tax issues, corporate governance, and the regulatory environment, including antitrust in M&A. The book globalizes the M&A model by extending it to cross-border business, risk and select hedging methods, and addresses postmerger integration.This book is intended as a reading text for a course in M&A for undergraduates and MBA programs, and for practitioners as a handbook.

A comprehensive guide to the private equity and venture capital industry. It is suitable for investment professionals, fund managers, lawyers, accountants, bankers and those working within private equity.

The professional's favored tool for over a decade, this backbone reference provides a comprehensive set of drafting elements that can be used from contract to contract. Move step-by-step through the contract-creation process --from conducting the initial client meeting to closing the deal, with detailed discussions of the eleven, essential drafting elements, parties, recitals, subject, consideration, warranties and representations, risk allocation, conditions, performance, dates and term, boilerplate, and signatures. A favorite reference tool for professional drafters for over a decade, Drafting Effective Contracts combines a clear analysis of how effective agreements are structured with a practical breakdown of the essential elements of any contract-- giving you the best way to draft contracts. This completely updated practical reference guide presents a consistent structural analysis and a comprehensive set of drafting elements that can be used from contract to contract. You are led step-by-step through the process by which contracts are created, given clear sample contract provisions, and offered direction around the obstacles that may be encountered in drafting agreements for goods and services, promissory notes, guaranties, and secured transactions. Drafting Effective Contracts provides a complete handbook for drafting legal agreements that work. For starters, you get a practical and comprehensive approach to the overall contract process--from conducting the initial client meeting to closing the deal. You'll find a detailed discussion of the 11 drafting elements that every contract may have: Parties Recitals Subject Consideration Warranties and Representations Risk Allocation Conditions Performance Dates and Term Boilerplate Signatures After you get a solid explanation of these essential elements and how they're assembled to create effective contracts, you get key strategies for negotiating the agreement and closing the deal. You get an overview of the legal concepts that underpin various types of agreements --such as promissory notes, guaranties, security agreements, and agreements for the sale of goods and services. Then you'll see how to apply the drafting elements to create the finished contract. You also get an array of sample agreements and contracts as well as statutory material. Only Drafting Effective Contracts combines the best benefits of a forms book and a treatise to give you the most complete tool for building effective legal agreements.

The most comprehensive guide to US GAAP—thoroughly updated to reflect the latest pronouncements US GAAP is constantly being updated, requiring its users to be armed with expert interpretation and explanation of the relevant principles. Wiley GAAP 2022 provides the most complete coverage of all Financial Accounting Standards Board (FASB) Topics—including the latest updates. Each chapter includes discussion of perspectives and issues, sources of GAAP, practice-oriented examples, and accurate definitions of terms, concepts, and rules. Every FASB Topic is fully explained in a clear, reader-friendly way with dynamic graphic to aid in understanding complex topics. Extensively updated to reflect all current US GAAP changes, this indispensable book: Reviews the latest changes to accounting principles, including inventory, financial instruments, leases, debt, and goodwill Offers expert guidance on issues surrounding specific pronouncements Includes comprehensive cross-references and topic-specific appendices Explains how the standards apply to common real-world scenarios Clarifies implementation through numerous illustrations and practical examples Accurate and up-to-date GAAP implementation is crucial for eliminating the risk of noncompliance. Wiley GAAP 2022 is your one-stop resource for staying up-to-date with constantly-changing guidelines—providing the insight and guidance accounting professionals need.

Loans between institutions continue to be issued and traded, and corporate lending remains a booming practice. At the core of these activities is the credit agreement--a complicated document that often acts as an obstacle even to the professionals and support personnel who work with it every day. From determining the terms of the agreement to managing defaults, assignments, and competitive bids, this comprehensive reference tool unlocks the heart and soul of the loan market for institutional investors and professionals in financial and corporate lending firms. Operations personnel who are responsible for executing and managing credit agreements will find it invaluable. The LSTA's Complete Credit Agreement Guide goes far beyond the fundamentals to provide: Unmatched coverage on the nuts and bolts of the credit agreement In-depth discussions that include all the nuances of today's global marketplace Insightful explanations that address how to manage situations that go off course With The LSTA's Complete Credit Agreement Guide, all the answers are at your fingertips. Sponsored by the Loan Syndications and Trading Association (LSTA) and written by the partners at Milbank, Tweed, Hadley & McCloy, it provides a definitive road map to managing the entire credit agreement process.

The last time global sovereign debt reached the level seen today was at the end of the Second World War, and this shaped a generation of economic policymaking. International institutions were transformed, country policies were often draconian and distortive, and many crises ensued. By the early 1970s, when debt fell back to pre-war levels, the world was radically different. It is likely that changes of a similar magnitude -for better and for worse - will play out over coming decades. Sovereign Debt: A Guide for Economists and Practitioners is an attempt to build some structure around the issues of sovereign debt to help guide economists, practitioners and policymakers through this complicated, but not intractable, subject. Sovereign Debt brings together some of the world's leading researchers and specialists in sovereign debt to cover a range of sub-disciplines within this vast topic. It explores debt management with debt sustainability; debt reduction policies with crisis prevention policies; and the history with the conjuncture. It is a foundation text for all those interested in sovereign debt, with a particular focus real world examples and issues.

The ultimate guide to the ins and out of mergers and acquisitions Practitioner's Complete Guide to M&As provides the practical tricks of the trade on M&As: what they need to know, what they have to know, and what they need to do. Numerous examples and forms are included illustrating concepts in discussion. Written in a straight-talking style A highly, practical application-oriented guide to mergers and acquisitions Covers strategy development; deal flow and target identification; due diligence; valuation and offers; tax structuring; negotiation; and integration and value creation" Presents information using bullet points rather than lengthy narrative for ease of reading Numerous exhibits, forms, and examples are included This practical guide takes you through every step of the M&A process, providing all the necessary tools that both the first-time M&A player as well as the seasoned practitioner need to complete a smart transaction.

The definitive guide for navigating today’s credit agreements Today’s syndicated loan market and underlying credit agreements are far more complex than ever. Since the global financial crisis, the art of corporate loan syndications, loan trading, and investing in this asset class have changed dramatically. Lenders are more diverse, borrowers more demanding, and regulations more stringent. Consequently, the credit agreement has evolved, incorporating many new provisions and a host of revisions to existing ones. The LSTA’s Complete Credit Agreement Guide brings you up to speed on today’s credit agreements and helps you navigate these complex instruments. This comprehensive guide has been fully updated to address seven years of major change—which has all but transformed the loan market as we knew it. It provides everything you need to address these new developments, including what to look for in large sponsor-driven deals, the rise of “covenant lite” agreements for corporate borrowers seeking fewer covenant restrictions, Yankee Loans, other products resulting from globalization, and other product developments driven by the diversification of the investor class. You’ll benefit from the authors’ in-depth coverage of all the nuances of today's credit agreements, as well as their tips on how to protect your loan, manage defaults, and navigate cross-border deals. This reliable guide covers: o Commitments, Loans, and Letters of Credit o Interest and Fees o Amortization and Maturity o Conditions Precedent o Representations o Covenants o Guarantees and Security o Defaults and Enforcement o Interlender, Voting, and Agency issues o Defaulting Lenders o Assignments, Participations, and Disqualified Lender ListsBorrower Rights o Regulatory Developments Structuring and managing credit agreements has always been a difficult process – but now it’s more complicated than ever. Whether you work for a company that borrows money in the syndicated loan market or for a bank, a hedge fund, pension fund, insurance company, or other financial institution, the LSTA’s Complete Credit Agreement Guide puts you ahead of the curve of today’s credit landscape.

The high-yield leveraged bond and loan market (“junk bonds”) is now valued at $3+ trillion in North America, €1 trillion in Europe, and another $1 trillion in emerging markets. What’s more, based on the maturity schedules of current debt, it’s poised for massive growth. To successfully issue, evaluate, and invest in high-yield debt, however, financial professionals need credit and bond analysis skills specific to these instruments. Now, for the first time, there’s a complete, practical, and expert tutorial and workbook covering all facets of modern leveraged finance analysis. In A Pragmatist’s Guide to Leveraged Finance, Credit Suisse managing director Bob Kricheff explains why conventional analysis techniques are inadequate for leveraged instruments, clearly defines the unique challenges sellers and buyers face, walks step-by-step through deriving essential data for pricing and decision-making, and demonstrates how to apply it. Using practical examples, sample documents, Excel worksheets, and graphs, Kricheff covers all this, and much more: yields, spreads, and total return; ratio analysis of liquidity and asset value; business trend analysis; modeling and scenarios; potential interest rate impacts; evaluating and potentially escaping leveraged finance covenants; how to assess equity (and why it matters); investing on news and events; early stage credit; and creating accurate credit snapshots. This book is an indispensable resource for all investment and underwriting professionals, money managers, consultants, accountants, advisors, and lawyers working in leveraged finance. In fact, it teaches credit analysis skills that will be valuable in analyzing a wide variety of higher-risk investments, including growth stocks.