Mergers and acquisitions : a step-by-step legal and practical guide +website / Edwin L. Miller, Jr., Lewis N. Segall.

Includes index.

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Cover; Title Page; Copyright; Contents; Preface; Acknowledgments; Chapter 1: Structuring Fundamentals; Basic Corporate Finance Concepts; Valuation Theory; Comparing Investments; Element of Risk; Risk and Portfolio Theory; Portfolio Theory as Applied to Acquisitions; Efficient Market Hypothesis; Reasons for Acquisitions; Three Basic Acquisition Structures; Stock Purchase; Merger; Asset Purchase; Structuring Considerations: Overview; Tax; Corporate Law; Securities Laws; Antitrust and Other Regulatory Considerations; Acquisition Accounting; Chapter 2: The Acquisition Process; Overview

Valuation of the BusinessRelative Valuation; Discounted Cash Flow Analysis; Investment Bank Engagement Letters; Confidentiality Agreements; Letters of Intent; Stay Bonuses and Other Employee Retention Arrangements; Business and Legal Due Diligence; Intellectual Property Due Diligence; Components of Intellectual Property: Overview; IP Due Diligence; From Signing to Closing; Appendixes; Chapter 3: Corporate (Nontax) Structuring Considerations; Business Objectives and Other Nontax Structuring Considerations; Residual Minority Interest; Deferred Closings; Need for Consents

Misrepresentations and IndemnificationLiability Avoidance; Appraisal Rights; Sale of Control at a Premium; Substantially All Assets; Acquisition Structure Diagrams; Forms of Acquisition Consideration; Debt; Subordination Terms and the Analysis of the Risks of Holding Debt; Other Aspects of Subordination; Cash, Stock, and Earnouts; Cash; Stock; Earnouts; Successor Liability and the De Facto Merger Doctrine; Securities Law Compliance; Overview; Private Placements; Private Placements in the Acquisition Context; Securities Laws from the Target's Perspective

Antitrust Compliance: Hart-Scott-Rodino ActFiling Requirement; Other Possible HSR Transactions; Waiting Period; Filing Requirement Flowchart; Gun Jumping: Impermissible Activities during the Waiting Period and before Closing; Equity Compensation; Accelerated Vesting on an Acquisition or IPO; Tax Aspects of Stock Options and Restricted Stock; Nonqualified Stock Options; Incentive Stock Options; Restricted Stock; Employment Agreements and Noncompetition Covenants; Examples of Cause Definitions; Examples of Negotiating Points; Indemnification; Noncompetition Covenants; Additional Considerations

Employment and Benefits LawGeneral Employment Issues; Types of Benefit Plans; Acquisition Accounting; Recapitalization Accounting; Cross-Border Acquisitions; Appendixes; Chapter 4: Tax Considerations; Taxable Versus Tax-Free Transactions: Overview of Relevant Situations; Detailed Analysis of the Positions of the Target and Its Owners and of the Buyer; Nature of the Target's Business Organization; Nature of Equity Owners; Tax Position of the Buyer; Taxable Transactions and Their Tax Effects; Taxable Transactions Treated as Stock Purchases; Transactions Treated as Asset Purchases