Business Planning For Mergers And Acquisitions

This book is designed to help the reader gain both a practical and theoretical understanding of many of the legal problems a business lawyer will likely encounter in practice when working on merger and acquisition deals. The book is divided into four parts. Part I discusses basic legal concepts that impact mergers and acquisitions, such as corporate law rules, federal securities laws, accounting treatment, antitrust analysis, pre-merger notification, and valuation of targets through the use of modern valuation techniques. Part II focuses on several different types of negotiated transactions, including stock and asset acquisitions of closely-held corporations; mergers of publicly held corporations; the structuring of LBOs; and the drafting of acquisition agreements. Part III focuses on hostile transactions, including proxy contests, the regulation of open market purchases and tender offers under the Williams Act, defensive tactics, and freezeout mergers. Part IV focuses on special topics, including separate chapters on spinoffs, cross-border acquisitions, and bank acquisitions. Part IV also contains two chapters that are new with this second edition. The first addresses some of the unique issues facing the Federal Communications Commission in dealing with mergers and acquisitions in the exploding telecommunications industry. The second deals with various issues that can arise in structuring a joint venture or other strategic alliance, which may be used as an alternative to a merger or acquisition.

The practice of mergers and acquisitions (M&A) is one of the most challenging areas of the law, and this book is designed to help the reader gain both a practical and theoretical understanding of many of the legal problems a business lawyer will likely encounter in practice when working on M&A deals. The book integrates the discussion of major legal considerations encountered in M&A transactions, including corporate law, securities law, tax law, and antitrust law. The book also focuses on modern valuation principles and on accounting considerations. Separate chapters address international M&A and M&A in the following industries: telcom; banking and financial institutions; and public utilities. The book also addresses issues that can arise when (1) structuring a joint venture or other strategic alliance, which may be used as an alternative to M&A, and (2) acquiring a bankrupt corporation. Finally, the book covers ethical issues in M&A.

To view or download the 2018 Supplement to this book, click here. M&A Statutes, Rules, and Documents Supplement for Business Planning for Mergers and Acquisitions, Fourth Edition, is available to access by clicking here. This book provides a transactional approach to many of the issues that arise in mergers and acquisitions (M&A), including corporate, securities, antitrust, Federal income taxation, accounting, and valuation. The principal purpose of this book is to help train law students in the art of doing M&A deals. The statutes, rules, regulations, and documentary appendices referred to in this book are contained in a companion volume: Thompson, M&A Statutes, Rules, and Documents for Business Planning for Mergers and Acquisitions (Carolina Academic Press, 2015), which will be available at no cost on this page at the end of April 2015. The book is divided into four parts: Part I, The Building Blocks; Part II, Consensual Transactions; Part III, Hostile Transactions; and Part IV, Special Topics. Part I, The Building Blocks, looks at issues likely to be faced in both consensual and hostile transactions, including shareholder voting and dissenting rules, directors'' fiduciary duties, basic securities considerations, tax aspects, accounting treatment, valuation, antitrust, pre-merger notification, due diligence, and preliminary deal documents. Part II, Consensual Transactions, looks at the following types of M&A transactions: acquisitions of the stock of closely held corporations; acquisitions of the assets of closely held corporations; acquisitions of publicly held corporations by merger; leveraged buy-outs; going private transactions; and the drafting of various types of acquisition agreements. Part III, Hostile Transactions, addresses the following Federal and state law aspects of these transactions: proxy contests; the impact of the Williams Act provisions of the Securities Exchange Act of 1934 on open market purchases; the impact of the Williams Act on tender offers, including two-step transactions involving a consensual tender offer followed by a merger; state regulation of tender offers; and state regulation of defensive tactics employed by a target''s management. Part IV, Special Topics, examines, or provides an introduction to, the following advanced M&A topics: spin-offs (i.e., transactions in which a parent corporation distributes the stock of a subsidiary to the parent''s shareholders); shareholder activism, which has become a very important issue for many large publicly held corporations; international acquisitions, including: inbound acquisitions (i.e., acquisitions by foreign acquirors of U.S. targets); outbound acquisitions (i.e., acquisitions by U.S. acquirors of foreign targets); and a look at the regulation of M&A in the EU, South Africa, and China; brief introductions to: M&A in four regulated industries (i.e., the banking, telecom, public utility, and healthcare industries); bankruptcy M&A; and joint ventures, which are an alternative to M&A; and ethical issues in M&A. This edition follows the structure of the third edition with the following major changes and additions: new and current materials have been added to virtually all of the chapters; the materials dealing with freeze-out mergers and going private transactions, which previously were addressed in Chapter 24, have been integrated into the coverage of LBOs in Chapter 14; virtually all of the cases and materials dealing with fiduciary duties are now included in Chapter 3, and where such issues arise in other chapters, references are made to the materials in Chapter 3; in view of the increasing importance of shareholder activism, Chapter 25 now focuses exclusively on that topic; and Chapter 27 now provides brief introductions to the following topics, which were covered in greater detail in the third edition: banking M&A (former Chapter 27); telecommunications M&A (former Chapter 28); public utility M&A (former Chapter 29), bankruptcy M&A (former Chapter 30); and joint ventures (former Chapter 31). Chapter 27 also briefly introduces issues in healthcare M&A.

Most firms of a certain size will turn to Mergers & Acquisitions in their search for growth, forcing almost all managers to face up to the challenge of integration at some point in their career. For many managers it is often their first and only time, and M&A integration is high on the list of things that many managers need to learn more about. According to many studies, 50 to 75% M&A transactions fail to deliver their expected value. One of the main reasons for failure is late or wrong integration, or bad integration management. There is a significant demand for more information on best practice in Post-Merger Integration. This book intends to equip those managers for the task... Danny A. Davis demonstrates how to handle the post-merger integration process and show how to restructure, consolidate, reduce costs, create efficiencies and perform M&A, from smaller transactions to mega-mergers. The focus is on integration planning and delivery. The book combines a general/strategic view with detailed information on how to actually conduct M&A Integration via very practical tools and check lists that will prove essential during pre-deal M&A integration planning and Post deal delivery, as well as to ensure their success.

A comprehensive new framework for winning at Mfrom up-front planning to postmerger integration The challenges of mergers and acquisitions can be daunting-but the opportunities and benefits they offer forward-thinking companies can be tremendous. Winning at Mergers and Acquisitions offers a critical new approach to strategic M&A based on the authors' pioneering concept of marketing due diligenceSM. Covering every stage of market-driven M&A planning and integration, this book shows how to look beyond the quick hit to focus on long-term growth rather than short-term cost-cutting. Featuring dozens of real-life case studies-including both failures and extraordinary successes-plus inside comments from leading M&A specialists, this book contains crucial guidance on: * Predeal planning-how to identify your strategic needs and pinpoint the merger candidate(s) that will help you meet them * Sizing up targets for acquisition-how to examine the essential marketing, sales, and product issues that will determine a good company "fit,".strategically and culturally * Revenue enhancement planning-how to identify ways to drive top-line growth and develop action plans to generate near- and long-term revenues * Filling the pipeline-how to prioritize and actualize the critical steps necessary to drive shareholder value * Developing communication programs-how to design and execute communication strategies to garner support for the merger by employees, customers, and other stakeholders * Building a comprehensive postmerger integration plan-how to align diverse corporate cultures, develop training and reward programs, and move beyond the turf wars and lack of productivity that hamper the success of mergers and acquisitions. Last year more than 7,000 mergers and acquisitions were completed, with a collective price tag estimated at more than $800 billion. And although they are known as highly effective means of achieving corporate growth and strategic advantage, these transactions are fraught with pitfalls: Statistics indicate that a third of these deals will fail and another third will not bear out the expectations of the merger partners. What can businesses looking to undertake strategic mergers and acquisitions do to ensure that they do not fall victim to confusion, multimillion-dollar losses, declining market share and profits, or any number of other negative results of failed transactions? The answers are in Winning at Mergers and Acquisitions, a pioneering step-by-step guide to growth-driven planning and swift, effective post-merger integration. Challenging the conventional emphasis on cost-reduction synergies, this book presents the authors' groundbreaking blueprint for mergers that yield strategic synergies and high returns in meeting long-term growth, increased market share, and revenue generation objectives. Mark Clemente and David Greenspan explore in detail the marketing, sales, and organizational issues that are vital aspects of successful M&A ventures. They take executives through the entire strategic M&A process-from setting objectives, to evaluating target companies, to aligning corporate cultures in an effort to ensure problem-free integration. They show how to maintain a sharp focus on the markets that will be reached by the merger-and they offer invaluable advice on charting a steady course through the often tumultuous period of integration, when organizational chaos can cause the merged company to lose momentum, market share, and the backing of customers, prospects, and shareholders. Winning at Mergers and Acquisitions is essential reading for CEOs, managers, deal makers, and others looking to capitalize on one of the most important methods of effecting corporate growth in business today-while staying focused on the people, product, and process issues that power that growth.

Seize the competitive advantage with today’s most powerful strategic tool—M&A “Given the influence of technology, globalization, and regulatory change, M&A will continue to shape our industries. For most companies, therefore, the consideration of M&A in strategy is now fundamental.” –from the Introduction to Part I The Art of M&A Strategy is exactly what you need to build mergers, acquisitions, and divestitures into your overall business strategy—to make M&A a competitive advantage and avoid landing on the long list of M&A failures. Experts in the field of M&A, Smith and Lajoux demystify this otherwise complex subject by taking you through the types of M&A strategy and the key steps to successful M&A strategy development and implementation. The Art of M&A Strategy is conveniently organized into three sections: Part I presents a range of possible corporate strategy situations and provides the role and rationale for M&A in each, such as building and managing a portfolio, participating in industry consolidation, spurring corporate growth, and using acquisitions to create “real options.” Part II outlines how to determine the role of M&A in your strategy—taking into consideration industry context, competitive imperatives, and strategy options—and explains how to find and screen partners, decide whether to buy or sell, and engage the board of directors in M&A decisions. Part III covers M&A as a sustained corporate program, particularly in the context of international growth, outlining the most strategic aspects of post-merger integration, describing how to use advisors throughout the process, and examining core competencies required for successful M&A programs. The authors illuminate the purpose and process of applying M&A with real-world success stories involving Cisco, GE, Google, and many other companies that have leveraged M&A for strategic success. Use The Art of M&A Strategy to create a powerful strategy position for success in today’s changing business environment and to seize and hold competitive advantage.

Mergers and Acquisitions Basics: All You Need to Know provides an introduction to the fundamental concepts of mergers and acquisitions. Key concepts discussed include M&As as change agents in the context of corporate restructuring; legal structures and strategies employed in corporate restructuring; takeover strategies and the impact on corporate governance; takeover defenses; and players who make mergers and acquisitions happen. The book also covers developing a business plan and the tools used to evaluate, display, and communicate information to key constituencies both inside and outside the corporation; the acquisition planning process; the negotiation, integration planning, and closing phases; financing transactions; and M&A post-merger integration. This book is written for buyers and sellers of businesses, financial analysts, chief executive officers, chief financial officers, operating managers, investment bankers, and portfolio managers. Others who may have an interest include bank lending officers, venture capitalists, government regulators, human resource managers, entrepreneurs, and board members. The book may also be used as a companion or supplemental text for undergraduate and graduate students taking courses on mergers and acquisitions, corporate restructuring, business strategy, management, governance, and entrepreneurship. Describes a broad view of the mergers and acquisition process to illustrate agents' interactions Simplifies without overgeneralizing Bases conclusions on empirical evidence, not experience and opinion Features a recent business case at the end of each chapter

Selected statutes, rules, and forms from: American Bar Association, Revised Model Business Corporation Act, American Law Institute, Principles of corporate governance: Analysis and recommendations, California General Corporation Law, Delaware general corporation law, Pennsylvania business corporation law, Securities Act of 1933, Securities Exchange Act of 1934, Uniform limited offering exemption ; Documentary appendices A through R: Selected acquisition documents with commentary.