By Edwin L. Miller Jr.
Compliment for Mergers and Acquisitions "Buyers and either wish to be winners in an acquisition. yet on the negotiating desk, there's just one winner for every element and profitable may well suggest an important swap within the deal economics. The insights during this booklet are the most important for either purchasers and dealers and lay out the explanation for each side of all the funds concerns and different very important deal points." -Todd Koopersmith, vp, enterprise improvement, Iron Mountain "This e-book may help M&A execs wake up to hurry on quite a lot of deal issues. It explains the felony history and transaction structuring concerns in M&A transactions that each funding expert needs to know." -Gregory Burkus, founder and companion, Shasta companions "This publication is a necessary source for company humans, and the legal professionals and different pros who suggest them, to boost a real-world knowing of the way the M&A strategy works. extra importantly, it explains why particular deal buildings, contractual phrases and diligence strategies are used." -Jonathan Wolfman, accomplice, WilmerHale, Boston "As U.S. M&A innovations, records and practices turn into more and more followed the world over, this booklet can be a useful source. It offers a great review of the complete region, and is well comprehensible via company executives and attorneys outdoor the United States." -Leo Specht, founder, Specht Rechtsanwalts-Gesellschaft mbH, Vienna, Austria
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It is far better to fix them at the outset. We discuss due diligence in more depth later in this chapter; in addition, we walk through a sample legal due diligence list with some suggestions as to where bombs may be buried. 23 24 Ch. 2 The Acquisition Process If the Target wants to put itself up for sale, someone will need to sell it. Occasionally, management will try to handle the sale themselves, in which case they have fools for clients. Far more frequently, the Target will engage an investment banker to provide an initial valuation, analyze the market’s appetite for acquisitions of companies like the Target, prepare marketing materials for the sale, and then identify potential Buyers, solicit them (hopefully creating a bidding war), and negotiate the sale.
Congress acknowledged that, under certain circumstances, where a shareholder continues the investment through equity in another corporation, imposing a tax upon the sale of a corporation or a merger of corporations could inhibit otherwise economically beneficial transactions. For example, shareholders owning corporation A might be willing to sell their shares to corporation B for cash in a taxable transaction, but not for B shares if a tax were due. Corporation B has insufficient cash. The A shareholders might not have sufficient cash to pay a tax Structuring Considerations: Overview 17 if their only proceeds were illiquid B shares.
In the other form, a pooling of interests, there was no change in the book basis of the acquired assets and no amortization of goodwill. This was considered highly desirable, since it was difficult to do accretive acquisitions with goodwill amortization creating significant book expense going forward. The requirements for qualifying for a pooling were quite strict 22 Ch. , the acquisition consideration had to be solely for voting stock). There were multiple other requirements as well. This has all changed, and now there is only one form of accounting treatment for acquisitions.
Mergers and acquisitions by Edwin L. Miller Jr.