Mergers, Acquisitions and Tender Offers provides you with battletested, real-world advice on the entire M&A process. Packed with best practices, planning tips, checklists, and sample documents, this treatise offers comprehensive coverage of all aspects of the deal, such as:
- Contract law (including drafting issues with M&A agreements and due diligence)
- Corporate law (including (1) fiduciary duty concepts, (2) voting rules, and (3) appraisal principles)
- SEC law (including (1) registration requirements for IPOs, (2) deal docs and principles for both private and public company M&A, including tender offers, and (3) rules governing SPACs)
- Federal income tax, financial accounting and valuation techniques
- Domestic and cross-border M&As (including leveraged buyouts, spinoffs, and in-bound and out-bound M&A)
- Ethical issues (including dual representation, success fees, and conflicts of interest)
Examples of the sample agreements that are included are: acquisition agreements • a confidentiality agreement and letter of intent • annotated IPO on Form S-1 • private offering memorandum • SEC disclosure documents for recent public company negotiated acquisitions • tender offer documents • required SEC reports • investment banker engagement letters • and recent M&A deal documents.