The legal, financial, and business primer to the M&A process Mergers and Acquisitions offers accessible step-by-step guidance through the M&A process to provide the legal and financial background required to navigate these deals successfully. From the initial engagement letter to the final acquisition agreement, this book delves into the mechanics of the process from beginning to end, favoring practical advice and actionable steps over theoretical concepts. Coverage includes deal structure, corporate structuring considerations, tax issues, public companies, leveraged buyouts, troubled businesses and more, with a uniquely solution-oriented approach to the M&A process. This updated second edition features new discussion on cross-border transactions and "pseudo" M&A deals, and the companion websites provides checklists and sample forms to facilitate organization and follow-through. Mergers and acquisitions are complex, and problems can present themselves at each stage of the process; even if the deal doesn't fall through, you may still come out with less than you bargained for. This book is a multi-disciplinary primer for anyone navigating an M&A, providing the legal, financial, and business advice that helps you swing the deal your way. Understand the legal mechanics of an M&A deal Navigate the process with step-by-step guidance Compare M&A structures, and the rationale behind each Solve common issues and avoid transactional missteps Do you know what action to take when you receive an engagement letter, confidentiality agreement, or letter of intent? Do you know when to get the banker involved, and how? Simply assuming the everything will work out well guarantees that it will—for the other side. Don't leave your M&A to chance; get the information and tools you need to get it done right. Mergers and Acquisitions guides you through the process step-by-step with expert insight and real-world advice.

"The author created the materials for this publication from his 15 years of experience teaching the course. The casebook includes materials on the mechanics of an acquisition, successorship problems in acquisitions, acquisition documents, disclosure requirements, accounting and tax issues, antitrust law, and issues in international acquisitions. This is a very teachable text that provides both an appreciation of theory and practice."

Mergers and Acquisitions Law is a transactional- as opposed to litigation-oriented M&A book, since M&A lawyers are by definition transactional lawyers. This emphasis is reflected in the following features of the book: Content selected through an M&A lawyer lens. Emphasis on real-world provisions and documents. The book is loaded with actual provisions from various M&A documents so that students see how the covered legal concepts are documented. Further, many of the exercises require students to review one or more actual deal documents. As a result, students get a true sense for what M&A lawyers do in practice. Teaching through exercises. The book includes numerous exercises, all of which require students to apply what they've learned from the readings. This involves analyzing deal document language in light of statutory provisions and case law and applying this language in various situations encountered by an M&A lawyer. The exercises further help students develop the planning and problem-solving skills of an M&A lawyer and expose students to the documents and issues at the heart of an M&A practice. More narrative, fewer cases. Many legal concepts are covered through concise explanatory text instead of judicial opinions. This keeps the book a manageable size while providing more depth in areas central to an M&A practice. The text integrates note-type material into the text, enhancing readability. Updates include revised exercises, provisions and documents from recent transactions, and caselaw developments.

Oesterle's Mergers and Acquisitions in a Nutshell provides succinct exposition of the law on mergers and acquisitions to which a student or lawyer can turn to for reliable guidance. All of the titles have been written by outstanding authorities and recognized experts. The book's compact format makes it a convenient reference.

Being an M&A practitioner or litigator requires not only a knowledge of the law--the statutes, cases, and regulations--but also the documentation and the practices within the transacting community. This book prepares students for practice. The second edition includes, and explains, deal documentation, and discusses how negotiations proceed, referencing both the relevant law and transacting norms. It covers Federal and State law, as well as other relevant regulatory regimes involving antitrust, national security, FCPA and other issues. It has questions designed to get students to understand the law and the underlying policy, and problems to get students familiar with transaction structuring.

This book provides a broad survey of past and recent scholarship on mergers and acquisitions. Seminal work on the history, rationales and outcomes of mergers and acquisitions is followed by leading articles on what M&A lawyers do. Major articles by prominent authorities in the field explore how deals are done, defended and terminated. The collection concludes with several eminent selections on private equity deals and international issues.

This book is a Claeys and Casteels title, now formally part of Edward Elgar Publishing. With extensive updating in the decade since the publication of the second edition, and written by the key Commission and European Court officials in this area, as well as leading practitioners, the third edition of this unique title provides meticulous and exhaustive coverage of EU Merger Law.

This book is designed for law students taking an advanced business law course such as Mergers & Acquisitions or Corporate Finance, with a primary emphasis on corporate and securities law issues. While the text has a strong emphasis on the doctrinal issues taught in today's M&A classes, it also places significant emphasis on providing an economic analysis of the major issues in that course. The text thus offers not only with an overview of the black letter law, but also a unifying method of thinking about the subject.

In a business climate marked by escalating global competition and industry disruption, successful mergers and acquisitions are increasingly vital to the growth and profitability of many corporations. If history is any guide, 60 to 70 per cent of new mergers will fail – and will destroy shareholder value. To date, analyses of the M&A failure rate tend to focus on individual causes – e.g., culture clashes, valuation methods, or CEO overconfidence – rather than examining the problem holistically. The Value Killers is the first book based on a holistic analysis of successful and unsuccessful transactions. Based on research, interviews with top executives, and case studies, this book identifies the key causes of failures and successes and offers prescriptions to increase the odds that future transactions will deliver all the anticipated synergies. The Value Killers offers practical advice in the form of 5 Golden Rules. These rules will help managers and boards to ensure that target companies are properly valued; potential synergies and risks are identified in advance; checks and balances are installed to make sure that the pros and cons of the transaction are rationally and objectively evaluated; mechanisms are created that will trigger termination of bad deals; and obstacles to successful post-merger integrations are assessed (and solutions developed) before the deal closes. Each chapter includes questions for executives considering future M&As to allow them to see whether they are on the right track or not.

The classic, comprehensive guide to mergers and acquisitions, now completely updated for today''s market.