The Art of M&A ^{3rd Ed.}

A well-conceived and executed merger or acquisition can ensure the survival and growth of any corporation. Yet, as officials of Quaker Oats learned from their ill-fated purchase of Snapple, or as a Canadian shopping center magnate discovered when an overconfident venture into the U.S. left both his image and his company in bankruptcy, a poorly planned M&A deal can damage a firm or hasten its demise faster than any single transaction.

The Art of M&A is the leading answer book in today's fast-changing, enormously complex merger world. With information to help you completely understand every angle, this solid, no-nonsense handbook emphasizes how difficult and dangerous the merger process can be for the uninitiated. From the early stages of dinding a suitable candicate — or finding that you are a target — through the postmerger trials of turning multiple companies into one, The Art of M&A, Third Edition, serves as your personal advisor through the enture process.

Hostile takeovers … friendly transactions … mergers versus acquisitions …. From family-owned businesses to international conglomerates, Stanley Foster Reed and Alexandra Reed Lajoux and their networks of knowledgeable specialists draw on their formidable expertise to explain the important details of the acquisition process — and how you can structure a deal that is fair, equitable, and profitable for your side of teh table. Synopses of nearly three dozen landmark cases give fascinating, real-life insights into disputes and legal rulings from previous high-profile mergers and illustrate how courts have ruled upon these often contentious questions.

The Art of M&A is both easy to read and comprehensive in its treatment of combining multiple companies into one global powerhouse. Over the past decade it has helped thousands of executives make sound decisions and, even more important, avoid potentially damaging miscalculations. Now, let The Art of M&A, Third Edition, provide all the information you will need to buy or sell companies, whether public or private, domestic or foreign.

• Chapter 1 Getting Started in Mergers and Acquisitions
• Introduction
• Basic Terms
• Concluding Comments
• Chapter 2 Planning and Finding
• Introduction
• Strategic Planning for Operating Companies
• In-House Search
• Brokers and Finders
• Using Intermediaries
• Role of Investment and Commercial Banks in M&A
• General Regulatory Considerations for Buyers
• Antitrust Considerations for Acquisitions
• Hart-Scott Rodino
• Concluding Comments
• Appendix 2A — Revision to the Horizontal Merger Guidelines Issued by the U.S. Department of Justice and the Federal Trade Commission
• Chapter 3 Valuation and Pricing
• Introduction
• Valuation Fundamentals
• Pricing Issues
• Expressing the Purchase Price in the Acquisition Agreement
• Concluding Comments
• Exhibit 3-1, Estimating the Cost of Capital
• Chapter 4 Financing and Refinancing
• Introduction
• Highly Leveraged Transactions
• Minimizing Borrowing
• Pros and Cons of Preserving Debt and Lease Obligations
• Determining Financing Structure
• Senior Debt
• Sale-Leasebacks
• The Bank Book and Commitment Letter
• Fraudulent Conveyance and other Litigation Concerns
• Other Principal Issues in Senior Loan Agreements
• Insurance Company Financing
• Junk Bonds
• Bridge Loans
• Equity Investment Funds
• Seller Takeback Financing
• Registration Rights
• Intercreditor Issues
• Subordination Issues
• Intercreditor Agreements
• Refinancing Issues
• Concluding Comments
• Appendix 4A — Typical Subordination Provisions of Publicly Issued Notes
• Appendix 4B — Typical Subordination Provisions of Privately Placed Institutional Notes
• Appendix 4C — Typical Subordination Provisions of Seller Notes
• Exhibit 4-1, Installment Sale Models
• Chapter 5 Structuring M/A/B Transactions: General, Tax, and Accounting Considerations
• Introduction
• General Considerations
• Tax Considerations
• Accounting Considerations
• Concluding Comments
• Transaction Diagrams
• Figure 5-1, Stock Purchase
• Figure 5-2, Asset Purchase
• Figure 5-3, Taxable Forward Merger
• Figure 5-4, Taxable Reverse Merger
• Figure 5-5, Taxable Forward Subsidiary Merger
• Figure 5-6, Tax-Free Forward Merger (A Reorganization)
• Figure 5-7, Tax-Free Forward Triangular Merger [Hybrid A Reorganization — Section 368(a)(2)(D)]
• Figure 5-8, Tax-Free Acquisition of Stock for Voting Stock (B Reorganization)
• Figure 5-9, Acquisition of Property for Voting Stock (C Reorganization)
• Figure 5-10, Acquisition of Property for Voting Stock (D Reorganization)
• Figure 5-11, National Starch Transaction (Section 351 Acquisition)
• Chapter 6 The Due Diligence Inquiry
• Introduction
• Getting Started
• Litigation Analysis
• Environmental Exposure Analysis
• Emerging Legal Issues
• Do-It-Yourself Due Diligence
• Assessing Information
• Duration of Due Diligence
• Concluding Comments
• Appendix 6A — Due Diligence Checklist
• Appendix 6B — Sample Confidentiality Agreement
• Chapter 7 Pension, Labor, and Compensation Concerns
• Introduction
• Compensation Basics
• Employee Benefit Plans
• Determining Plan Assets and Liabilities and Their Effect on Company Books
• Plan Split-Ups and Partial Terminations
• Underfunded and Overfunded Plans
• Employee Stock Ownership Plans
• ESOP Securities Issues
• Using Non-ESOP Stock Plans
• Plan Holding Stock
• Effect on Corporate Structure
• Problems in Acquisitions of Unionized Companies
• Concluding Comments
• Chapter 8 Negotiating the Letter of Intent and the Acquisition Agreement
• Introduction
• The Letter of Intent
• The Acquisition Agreement
• Components of the Agreement
• Introductory Material
• Representations and Warranties
• Covenants
• Conditions to Closing
• The Indemnity Section
• Termination Procedures
• Auctions
• Acquisitions from an Affiliated Group
• Transactions Involving Public Companies
• Negotiating amd Documenting an MBO
• Employment Agreements
• Stockholders' Agreements
• Concluding Comments
• About the Appendices
• Appendix 8A — Sample Letter of Intent
• Appendix 8B — Typical Merger Agreement and Commentary
• Chapter 9 Closing
• Introduction
• The Basics of Closing
• Pre-Closing
• Closing
• Wire Transfers
• Post-Closing
• Planning Aids
• Closing Memorandum
• Concluding Comments
• Appendix 9A — Merger of Target Acquisition Corp. into Target Co. Inc. Closing Memorandum
• Chapter 10 Postmerger Integration
• Introduction
• Postmerger Performance: The Basics
• Integration Elements in the Acquisition Agreement
• The Integration Plan
• The Role of Outsiders in Planning M&A Integration
• Communicating the Integration Plan
• Integrating Human Resources
• Integrating Assets (on Paper and in Reality)
• Integrating Commitments to Employees
• Concluding Comments
• Appendix 10A — Principles for Business: The Caux Round Table
• Appendix 10B — A Master Checklist for Postmerger Integration
• Chapter 11 Workouts and Bankruptcies
• Introduction
• Workouts
• Bankruptcies
• Prepackaged Bankruptcies
• State Insolvency Procedures
• Investment Opportunities
• Bankruptcy Information Sources
• Concluding Comments
• Chapter 12 Special Issues for M&A in Public Companies
• Introduction
• Legal and Business Considerations
• Tender Offer Basics
• Proxy Solicitation Disclosures
• Merger Disclosure Issues
• Director Responsibilities in Responding to Unsolicited Bids
• Insider Trading
• Financing the Public Transaction
• Considerations Applicable to Hostile Acquisitions
• Antitrust Defenses
• Restructuring Defenses
• Poison Pills
• Charter and Bylaw Amendments
• Defensive Sales or Acquisitions
• Defensive Payments
• Related State Law
• Concluding Comments
• Chapter 13 M&A in Family Businesses, Partnerships, Franchises, and Nonprofits
• Introduction
• Family Businesses
• Partnerships
• Franchises
• Nonprofits
• Concluding Comments
• Chapter 14 Beyond M&A: Spin-Offs and Strategic Alliances
• Introduction
• Spin-Offs
• Strategic Alliances
• Concluding Comments
• Appendix 14A — The AT&T Spin-Offs
• Appendix 14B — The Joint Venture Agreement: A Checklist from the Regional and Economic Development Services of Saskatchewan, Canada
• Appendix 14C — Diagrams
• Exhibit 14-1, Spin-Offs
• Exhibit 14-2, Split-Offs
• Exhibit 14-3, Split-Ups
• Chapter 15 Special Issues for Transactions with International Aspects
• Introduction
• Nontax Issues Regarding Foreign Investment in the United States (Inbound)
• Nontax Issues Regarding U.S. Investment Abroad (Outbound)
• International Tax and Disclosure Considerations
• Tax Considerations in Inbound Acquisitions
• Tax Considerations in Outbound Acquisitions
• Concluding Comments
• Epilogue M&A in the New Millenium
• Introduction
• The Megamerger Wave
• The "Merger Wave" Concept
• Problems with the Merger Wave Concept
• The First Wave (Crest:1890s)
• The Second Wave (Crest: 1920s)
• The Third Wave (Crest: 1960s)
• The Fourth Wave (Crest: 1980s)
• The Fifth Wave (Crest: 1990s)
• The Sixth Wave
• M&A: The Ultimate Entrepreneurship
• Case A WOFC Case Study: J.T. Smith Consultants
• The Case
• The WOFC Sessions
• Discussion and Observations
• Growth Variables
• Marketing-Related Variables
• Operations
• The Market Intensification Mode
• The Vertical Integration Mode
• The Diversification Mode
• Exhibit Case-1, Schedule for J.T. Smith Strategic Planning Meeting
• Exhibit Case-2, Strength Analysis (Fit Chart Supplement)
• Exhibit Case-3, Weakness Analysis (Fit Chart Supplement)
• Exhibit Case-4, Description of Potential Variables
• Exhibit Case-5, Opportunity Description
• Exhibit Case-6, Stanley Foster Reed's Systems Approach to Corporate Growth
• Exhibit Case-7, Instant Delphi Tally Sheet for Fit Chart
• Exhibit Case-8, Fit Chart: J.T. Smith Consultants
• Exhibit Case-9, A Wheel of Opportunity for J.T. Smith Consultants

The Mega-FAQ on M&A.

Not exactly something to read in bed, but there are some valuable information in there.