Anatomy of a Merger: Strategies & Tactics for Negotiating Corporate Acquisitions
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Anatomy of a Merger: Strategies and Techniques for Negotiating Corporate Acquisitions is a unique introductory guide on how to handle a corporate acquisition negotiation successfully. This legendary title has become a classic based on its plain-English treatment of complicated M&A topics. Some of its advice is geared towards effectuating workable compromises that satisfy the interests of all parties; some is aimed at getting a leg up on your adversaries. One of the book’s principal points is how these twin, seemingly antithetical goals can and should be attained.
At the outset, Mr. Freund explores the fencing for position that goes on during preliminary negotiations, when many of the basic issues vital to the deal are resolved. Later chapters analyze: the basic acquisition agreement; bargaining techniques applicable to substantive issues such as purchase price, representations and warranties, and indemnification; and employment contracts. The author also examines the period between signing and closing — the time when things can and do go wrong.
Anatomy of a Merger: Strategies and Techniques for Negotiating Corporate Acquisitions suggests tactics to use — and tactics to guard against when dealing with the legal aspects of buying or selling a business. It is an analysis so shrewd, so insightful, so skillfully written, that once you begin it, you’ll find yourself reluctant to put it down.
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Chapter 1 By Way Of Introduction Chapter 2 Negotiating Techniques And Tactics 2.1. Some Preliminary Observations 2.2. The Central Role of Compromise 2.3. Getting A Leg Up 2.4. Some Closing Observations Chapter 3 Preliminary Negotiations 3.1. The Lawyer's Role in the Opening Rounds 3.2. Sidling Up to the Purchase Price 3.3. The Agreement in Principle 3.4. Federal Disclosure Requirements Chapter 4 Structuring The Transaction 4.1. An Ode to Structuring 4.2. The Basic Forms of Acquisition Transactions 4.3. As Between Them, Taxes are Less Certain Than Death 4.4. The Merger Lawyer As Part-Time Accountant 4.5. Considerations of Corporate Law 4.6. Dealing With Assets and Liabilities 4.7. Feeling Secure Under the Securities Law 4.8. A Wrap-up of the Subject Chapter 5 An Overview Of The Acquisition Agreement 5.1. A Brief Essay on Forms 5.2. The Anatomy of the Agreement 5.3. The Intricate of the Various Articles 5.4. The Built-In Purchaser's Bias Chapter 6 Purchase Price Considerations 6.1. The Principal Forms of Payment 6.2. Negotiating Stock Valuation Provisions 6.3. Handling a Contingent Purchase Price 6.4. Tying the Purchase Price to Asset Values Chapter 7 Representations and Warranties 7.1. An Analytical Framework for Negotiating Representations 7.2. The Ubiquitous Disclosure Schedule 7.3. Every Seller's Favorite Caveats 7.4. Specific Representations of the Seller 7.5. The Purchaser's Representations Chapter 8 Covenants, Conditions And Closings 8.1. Is This Chapter Necessary? 8.2. Covenants Pending the Closing 8.3. Conditions of the Closing 8.4. Legal Opinions 8.5. Providing For the Closing (Or Lack Thereof) Chapter 9 Registration Rights 9.1. The Legal Backdrop for Negotiating Registration Rights 9.2. The Negotiating Variables 9.3. A Keyhole View of Two Sample Negotiations 9.4. Registration Provisions In A Rule 145 Transactions Chapter 10 Indemnification 10.1. Holding the Purchaser Harmless 10.2. The Seller Strikes Back 10.3. Escrow and Other Collection Devices Chapter 11 Employment Contracts And Miscellany 11.1. Miscellaneous Contractual Provisions and Exhibits 11.2. Employment Contracts Chapter 12 From Signing to Closing 12.1. Investigation and Monitoring 12.2. Proxy Statements 12.3. Dealing with Third Parties 12.4. Problem at the Closing Chapter 13 Three Special Situations 13.1. Purchase of a Division 13.2. Buying A Controlling Interest 13.3. Merger of A Controlled Company Chapter 14 A Guided Tour THE SOFTWARE CAPER A Melodrama in Three Acts ACT ONE: Let's Make A Deal: The Journey From Initial Negotiations Through The Letter Of Intent Scene 1-The Germ of an Idea Scene 2-Fencing for Position Scene 3-Getting Down to Brass Tacks Scene 4-Putting it in Black and White Scene 5-Buttoning it Up ACT TWO: Signed, Sealed And Delivered: Taking Us From Contract Negotiations To The Signing Of The Acquisition Agreement Scene 1-Who is this Masked Man? Scene 2-Baiting the Trap Scene 3- What Do they Teach These Kids in Law School Nowadays? SCene 4-Oil on the Troubled Waters Scene 5- Laying the Groundwork Scene 6-The Stage is Set Scene 7- St. Crispin's Day Scene 8-What Can We Give Them? Scene 9-What Can We Get Them? Scene 10-They Laying-on of Hands Scene 11-Between us Professionals . . . Scene 12-Never Leave Well Enough Alone Scene 13-Get Cracking Scene 14-Congratulations ACT THREE: Here's The Key To Planet: A View Of The Period After The Signing Through The Closing Scene 1-The Gathering Clouds Scene 2-Consorting with the Enemy Scene 3-Seeds of the Cover-up Scene 4-Reason Prevails Scene 5-In the Nick of Time Scene 6-The Moment of Trust Scene 7-The Big Stall Scene 8-The Main Event
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