Offering a big-picture understanding of Mergers and Acquisitions, this brief introduction illuminates essential concepts with informal and approachable exposition. Lucid and succinct, Mergers and Acquisitions: The Essentials, features: a clear overview of deals a detailed discussion of major deal points, including a list of the percentages of deals containing particular provisions a strategic discussion of shareholder voting rules, with current judicial treatment practical coverage of the goals of due diligence a critical look at acquisition agreements clear and focused topical coverage, including the legal duties of a board considering or resisting a sale the duties and liabilities of controlling shareholders the special problems of leverage buyouts the securities laws--mergers, exchange offers, and tender offers Mergers and Acquisitions: The Essentials presents an authoritative and student-friendly description of the law, strategy, and logistics of Mergers and Acquisitions. By closing any gaps in understanding, William J. Carney prepares your students to get the most out of their casebook reading.
A concise, accessible, practical, and student-friendly presentation of the mergers and acquisitions materials that law students need to know in order to hit the ground running in a transactional setting. Based on the fundamental precept that students taking the course are curious about the subject, but generally have limited familiarity with the business world of mergers and acquisitions, Mergers and Acquisitions: Cases and Materials, Fourth Edition introduces topics traditionally covered in the study of M&A law in terms that are accessible to the uninitiated law student, demystifying what is often an intimidating and overwhelmingly jargon-laden body of law.
"This book will help answer the questions that senior level executives have about what M&As are and the steps involved in successful mergers and acquisitions. It provides guidelines and lessons for going through an effective M&A and discusses the key factors that a buyer or seller must consider during a merger or acquisition"--
"Buying and selling a business is a challenging process. It involves rituals and interactions that are sometimes eerily similar to the courtship dynamic between a human couple. While many business courtships end in an economic marriage, plenty of others fail and for a variety of reasons. Many unsuccessful business negotiations could have made sense, but ultimately floundered, because negotiations went badly awry at some crucial point. CCH's brand-new Practical Guide to Mergers, Acquisitions and Business Sales by seasoned business transaction attorney and author, Joseph B. Darby III, J.D., not only explains the tax aspects of buying and selling a business, but examines the special art of closing major business transactions successfully through an understanding of the tax consequences of the deal. ; There also are two other parties with a major economic stake in a business merger, acquisition or sale: the federal government and (usually at least one) state government. The role of a tax adviser on an business acquisition transaction is to make everyone aware that there are two "silent partners" in the room at all times and that the Buyer and Seller have a common interest in cutting the silent partners out of the deal or reducing their take. The purpose and mission of Practical Guide to Mergers, Acquisitions and Business Sales is to teach practitioners and business stakeholders how to pare the tax costs of transactions to the absolute minimum, within the boundaries of ethical and appropriate tax reporting."--Publisher's website.
This book is designed for law students taking an advanced business law course such as Mergers & Acquisitions or Corporate Finance, with a primary emphasis on corporate and securities law issues. While the text has a strong emphasis on the doctrinal issues taught in today's M&A classes, it also places significant emphasis on providing an economic analysis of the major issues in that course. The text thus offers not only with an overview of the black letter law, but also a unifying method of thinking about the subject.
This book approaches corporate taxation through the lens of the M&A provisions of the Internal Revenue Code. To ensure that the reader has the appropriate background to explore concepts, Chapter 2 provides an introduction to basic corporate tax principles. Because of the globalization of business activity, this book introduces many of the issues under the Code affecting both inbound and outbound cross-border transactions. The book also looks at various proposals to reform corporate taxation.
Offering up-to-date and rich, yet succinct, coverage with the perfect mix of theory and practice, Mergers and Acquisitions: Law and Finance, Third Edition equips students with the legal rules and economic and financial principles they will need to help clients make key strategic choices during an acquisition. Key Features: Cases and materials illustrating Delaware’s embrace of private ordering to minimize judicial review in cash out mergers and other contexts (the M&F Worldwide case and related cases such as In re Volcano Corp.) Twenty-first century changes to the classical “enhanced scrutiny” review of Unocal, Revlon, and Blasius (the Air Gas decision and Chancellor Chandler’s presentation of the 30-year evolution of Delaware law) New presentation of insider trading law that emphasizes its application in a merger context (the U.S. v. Salman case and rearrangement of the material to lead with classical and misappropriation theories before applications like tippee and other theories extending liability Materials on insider trading, poison pill, deal protection devices, activist shareholders, and more. Clear text and charts that facilitate students’ grasp of the financial and legal choices available to planners considering an acquisition.
"Qualitative Research in Nursing is a user-friendly text that systematically provides a sound foundation for understanding a wide range of qualitative research methodologies, including triangulation. It approaches nursing education, administration, and practice and gives step-by-step details to instruct students on how to implement each approach. Features include emphasis on ethical considerations and methodological triangulation, instrument development and software usage; critiquing guidelines and questions to ask when evaluating aspects of published research; and tables of published research that offer resources for further reading"--Provided by publisher.
This Nutshell examines the legal rules governing international trade and economic relations. After initial chapters on the legal and practical environment for trade enterprises, it analyzes the principal institutions and rules governing international trade. Special attention is paid to the World Trade Organization (WTO), the General Agreement on Tariffs and Trade (GATT), the WTO Dispute Settlement Body, regulation of imports (including tariff rates, customs classification and valuation, and rules of origin), and trade remedy responses to import competition. Export controls, foreign corrupt practices, preferential trade agreements, and the trade law of the European Union and the North American Free Trade Agreement are also examined. U.S. law coverage is emphasized.
This 2010 supplement to the main text covers all aspects of corporate mergers and acquisitions. Materials include expertly edited cases and original questions.
Anatomy of a Merger is a guide to handling a corporate acquisition negotiation successfully. Topics include the basic acquisition agreement; bargaining techniques applicable to substantive issues, and more.
Revised editon of the author's Essential concepts of business for lawyers, 2012.
This text is an unbound, binder-ready edition. We've listened. Boone/Kurtz, Essentials of Contemporary Business is the flexible, current, and easy-to-use resource that today’s students and teachers want. Our commitment to delivering solutions at the speed of business has produced the perfect combination of current material, illustrative examples and a storytelling narrative -- all in a brief, valued-priced package. Covering all of the major topics of the introduction to business course, Boone/Kurtz, Essentials of Contemporary Business offers shorter chapters and a visually pleasing design paired with a comprehensive suite of resources to help you make business concepts come alive. Experience a textbook program that supports your goals to stimulate curiosity, show relevance, promote creativity, and prepare students for what's ahead, in both their academic and business careers.
Few topics of scientific enquiry have attracted more attention in the last decade than the origin and evolution of language. Few have offered an equivalent intellectual challenge for interdisciplinary collaborations between linguistics, cognitive science, prehistoric archaeology, palaeoanthropology, genetics, neurophysiology, computer science and robotics. The contributions presented in this volume reflect the multiplicity of interests and research strategy used to tackle this complex issue, summarize new relevant data and emerging theories, provide an updated view of this interdisciplinary venture, and, when possible, seek a future in this broad field of study.
How you handle global tax issues can make or break a deal. Gain a better understanding of these issues with guidance from PricewaterhouseCoopers' Mergers and Acquisitions: A Global Tax Guide When a business engages in a multinational merger or acquisition, dealing with a diverse set of transaction-related tax rules is one of the major challenges to successful implementation. PricewaterhouseCoopers' Mergers and Acquisitions: A Global Tax Guide helps you navigate the complexities unique to these international deals. This invaluable guide focuses on the global tax aspects of mergers and acquisitions to provide you with the information you need to move the deal forward-under a variety of circumstances and in numerous markets. Presenting individual chapters for each of thirty-one countries, this essential handbook provides quick access to the tax information you need, and, as much as possible, reduces the effort required to compare the rules that apply in one jurisdiction with the rules that apply in others. Each country-specific chapter includes an overview of the general approaches to mergers and acquisitions taxation issues as well as detailed information about how the tax authorities in each country apply the rules to various aspects of a transaction. PricewaterhouseCoopers' Mergers and Acquisitions: A Global Tax Guide offers tax planners a foundation of information that they need when involved in international mergers and acquisitions. It also covers many of the finer points of the broader tax issues that arise during planning and negotiation. Many will find this valuable reference to be an indispensable desktop tool in their effort to gain a deeper understanding of the global tax environment.
Being an M&A practitioner or litigator requires not only a knowledge of the lawâe"the statutes, cases, and regulationsâe"but also the documentation and the practices within the transacting community. This brand new book prepares students for practice. It includes, and explains, deal documentation, and discusses how negotiations proceed, referencing both the relevant law and transacting norms. It covers Federal and State law, as well as other relevant regulatory regimes involving antitrust, national security, FCPA and other issues. It has questions designed to get students to understand the law and the underlying policy, and problems to get students familiar with transaction structuring. The text covers the latest materials on developments in the transacting worldâe"where the law is going, where practice is going, how each might inform the other. And the book also has significant breadth, including chapters on accounting and valuation that should be accessible even to students with less quantitative facility, as well as shareholder activism and international M&A. For more information and additional teaching materials, visit the companion site.
The two-step method of the Examples & Explanations Series is especially appropriate for the complex and dynamic area of corporate taxation, and this new edition delivers precisely the right information to lead students to a deeper understanding of the field. The book provides a clear, straightforward introduction to the principles of corporate taxation, as well as examples illustrating how those principles apply in typical cases: the cradle-to-grave approach to the topic begins with incorporation and ends with liquidation, mirroring the way most corporate tax courses are taught distinctive Examples & Explanations Series questions and answers at the end of each chapter give students practice applying concepts covered in the text numerous diagrams allow students to make concepts concrete The Third Edition keeps pace with rapid developments: major new developments in the acquisitions area since 2001 are addressed in Part Five B: Tax-Free Reorganization changes resulting from the newly passed tax legislation, particularly those relating to dividends, are covered in detail in Chapter 1 (general tax rates) and throughout the entire text Chapter 12 includes a new example and explanation on acquisitions transactions all explanations now reflect the new legislation the entire text has been thoroughly update Join the many satisfied users who depend on Examples & Explanations: Corporate Taxation to show their students how classroom discussion actually applies in practice.