LEGAL
This comprehensive resource on corporate acquisitions, mergers, and divestitures offers expert guidance on tax and nontax considerations, legal and nonlegal ramifications, bankruptcies, reorganizations, financial restructurings, and transnational dealings. In-depth scrutiny of both one- and multiple-step acquisitions, lock-up arrangements, tender offers, clean-up transactions, and divestitures. You also receive a monthly newsletter that keeps you up to date on new developments. The book includes a glossary of key takeover terms, a bibliography, and cross-reference tables to the Internal Revenue Code, Securities Act of 1933, and Exchange Act of 1934.
HOW TO FORMULATE A SINGLE-STEP ACQUISITION STRATEGY
Preliminary Considerations
Investigating the Target Corporation
Structuring the Transaction
Valuing the Target Corporation
Proxy Contests
TAXABLE ACQUISITIONS IN ONE STEP: THE NONTAX FACTORS
Liability Considerations
Federal Securities Considerations
TAXABLE ACQUISITIONS IN ONE STEP: THE TAX FACTORS
Structuring the Acquisition
Financing the Acquisition
The Taxable Stock Acquisition
The Taxable Asset Acquisition
TAX-FREE ACQUISITIONS IN ONE STEP: THE NONTAX FACTORS
Liability Considerations
Federal Securities Considerations
Accounting Considerations
Antitrust Considerations
TAX-FREE ACQUISITIONS IN ONE STEP: THE TAX FACTORS
Tax Consequences of Tax-Free Reorganizations
Judicial Principles Imposed on Tax-Free Reorganizations
Structuring the Reorganization
Net Operating Loss Carryovers
Overview of Tax-Free Reorganization
THE MULTI-STEP ACQUISITION
Introduction
Selecting the Target
Assembling the Team
Shareholder-Initiated Proxy Contest
Determining the Conditions of the Tender Offer
Financing the Offer
Dealing with Arbitrageurs
Advantages of the Multi-Step Acquisition Technique
Disadvantages of the Multi-Step Acquisition Technique
STEP ONE: THE LOCKUP ARRANGEMENT
Stock Purchase Agreements with Target-Company Shareholders
Other Agreements with Target-Company Shareholders
Agreements with Target-Company Management
STEP TWO: THE TENDER OFFER
Legal Considerations: The Williams Act
Legal Considerations - Other Federal Securities Laws
Other Legal Considerations
Tactical Considerations
STEP THREE: THE CLEANUP TRANSACTION
Cash Merger
Alternative Freezeout Techniques
Tax Considerations
THE TARGET'S STRATEGY IN A MULTISTEP ACQUISTION
Disclosure Requirements
Pre-Attack Defensive Techniques
Post-Attack Defensive Techniques
The Bidder's Response
DIVESTITURES
Federal Securities Considerations
Other Non-Tax Considerations
Tax Considerations
Restructuring of Financially Troubled Corporations
Transnational Acquisitions and Mergers
RESEARCH AIDS
Glossary of Key Takeover Terms
Bibliography
Cross Reference Table to Internal Revenue Code
Cross Reference Table to Securities Act of 1933
Cross Reference Table to Securities Exchange Act of 1934
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