Publisher's Synopsis
"If you're looking for a soup-to-nuts guide on acquiring companies and subsidiaries, there's a tried-and-true book for you....The Negotiated Acquisitions of Companies, Subsidiaries and Divisions book (a two-volume set) provides everything you may need, from the basic structure of the deal to closings, and everything in between."— J. Craig Williams, www.mayitpleasethecourt.com"A superb resource."—Louise M. Parent, Executive VP/General Counsel of American Express Learn the "shop secrets" that can help you negotiate the labyrinths of mergers and acquisitions. This masterful resource analyzes the relevant law and provides a strong dose of practice. It includes advice on structuring deals, negotiating agreements, identifying issues and solving the real problems that are likely to arise during the acquisition. The authors, skilled veterans of numerous corporate transactions, provide expert practical guidance, from the planning stages to post-closing.Negotiated Acquisitions of Companies, Subsidiaries and Divisions is divided into several parts: planning transactions and advising boards; general and special provisions of the acquisitions agreement; and special topics, such as LBOs and troubled companies. You'll find everything from basic corporate, tax and accounting considerations to detailed analysis of representations, warranties, covenants and closing conditions. Novices as well as experienced practitioners will benefit from discussions of: mergers of equals; cash election mergers; fairness opinions; Sarbanes-Oxley; special committees of disinterested directors; intellectual property concerns; due diligence; and much more. You'll also learn about the latest developments, including techniques for handling economic uncertainty and stock market instability.Book #00617; looseleaf, two volumes, 1,656 pages; published in 1992, updated as needed.ISBN: 978-1-58852-056-2.
