Mergers and Acquisitions from A to Z, 3rd Edition

Table of contents

1. Cover Page
2. Title Page
3. Copyright Page
4. Contents
5. Acknowledgments
6. Introduction to the Third Edition
7. Chapter 1 The Basics of Mergers and Acquisitions
   1. Understanding Key Terms
   2. What’s All the Fuss About?
   3. Why Bad Deals Happen to Good People
   4. Why Do Buyers Buy, and Why Do Sellers Sell?
8. Chapter 2 Preparing for the Dance: The Seller’s Perspective
   1. Conducting a Thorough EOTB Analysis
   2. Preparing for the Sale of the Company
   3. Common Preparation Mistakes
   4. Other Considerations for the Seller
9. Chapter 3 Initiating the Deal: The Buyer’s Perspective
   1. Assembling the Team
   2. Developing an Acquisition Plan
   3. Applying the Criteria: How to Narrow the Field
   4. Approaching a Company That Is Not for Sale
   5. Dealing with the Seller’s Management Team
   6. Directory of M&A Resources for Prospective Buyers (and Sellers)
10. Chapter 4 The Letter of Intent and Other Preliminary Matters
    1. Proposed Terms
    2. Binding Terms
    3. Common Reasons Why Deals Die at an Early Stage
    4. Preparation of the Work Schedule
    5. Another Predeal Task: The Growing Debate About the Role and Usefulness of Fairness Opinions
11. Chapter 5 Due Diligence
    1. Best Practices in Due Diligence in the Era of Accountability 2.0
    2. Legal Due Diligence
    3. Business and Strategic Due Diligence
    4. Conclusion
    5. Appendix to Chapter 5: Post-Sarbanes-Oxley Due Diligence Checklist
       1. The Disclosure Requirements
       2. Checklist of Items Post-Sarbox
12. Chapter 6 An Overview of Regulatory Considerations
    1. Introduction
    2. Environmental Laws
    3. Federal Securities Laws
    4. Federal Antitrust Laws
    5. Waiting Periods
    6. Labor and Employment Law
13. Chapter 7 Structuring the Deal
    1. Stock vs. Asset Purchases
    2. Tax and Accounting Issues Affecting the Structure of the Transaction
    3. One-Step vs. Staged Transactions
    4. Method of Payment
    5. Nontraditional Structures and Strategies
14. Chapter 8 Valuation and Pricing of the Seller’s Company
    1. A Quick Introduction to Pricing
    2. Valuation Overview
15. Chapter 9 Financing the Acquisition
    1. An Overview of Financing Sources
    2. Understanding the Lender’s Perspective
    3. Financing Deals in Times of Turmoil
    4. Steps in the Loan Process
    5. Equity Financing
16. Chapter 10 The Purchase Agreement and Related Legal Documents
    1. Case Study: GCC Acquires TCI
    2. Sample Schedule of Documents to Be Exchanged at a Typical Closing
17. Chapter 11 Keeping M&A Deals on Track: Managing the Deal Killers
    1. Communication and Leadership
    2. Diagnosing the Source of the Problem
    3. Understanding the Types of Deal Killers
    4. Curing the Transactional Patient
    5. Maintaining Order in the M&A Process: Simple Principles for Keeping Deals on Track
    6. Conclusion
18. Chapter 12 Postclosing Challenges
    1. A Time of Transition
    2. Staffing Levels and Related Human Resources Challenges
    3. Customers
    4. Vendors
    5. Physical Facilities
    6. Problems Involving Attitudes and Corporate Culture
    7. Benefit and Compensation Plans
    8. Corporate Identity
    9. Legal Issues
    10. Minimizing the Barriers to the Transition
    11. Postmerger Integration Key Lessons and Best Practices
    12. Conclusion
19. Chapter 13 Alternatives to Mergers and Acquisitions
    1. Growth Strategy Alternative 1: Joint Ventures
    2. Growth Strategy Alternative 2: Franchising
    3. Growth Strategy Alternative 3: Technology and Merchandise Licensing
    4. Growth Strategy Alternative 4: Distributorships and Dealerships
20. Index