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　　Mergers and acquisitions represent a successful growth

strategy for many companies, but, while potentially profitable,

M&A transactions are complex and often risky. Covering the

latest trends, developments, and best practices for the post-Madoff

era, this comprehensive, hands-on resource walks readers through

every step of the process, offering practical advice for keeping

deals on track and ensuring postclosing integration success. Filled

with case studies and war stories illustrating what works and why,

the third edition of "Mergers and Acquisitions from A to Z" offers

valuable tools, checklists, and sample documents, providing crucial

guidance on: preparing for and initiating the deal; regulatory

considerations; due diligence; deal structure; valuation and

pricing; and financing even during turbulent market conditions.

M&A transactions can quickly spell a company's doom if they are

not conceived and executed carefully, legally, and sensibly. This

is the classic guide to mergers and acquisitions, now completely

updated for today's market.

ACKNOWLEDGMENTS ix

INTRODUCTION TO THE THIRD EDI T ION xi

CHAPTER

The Basics of Mergers and Acquisitions

Understanding Key Terms

What’s All the Fuss About?

Why Bad Deals Happen to Good People

Why Do Buyers Buy, and Why Do Sellers Sell?

CHAPTER

Preparing for the Dance: The Seller’s Perspective

Conducting a Thorough EOTB Analysis

Preparing for the Sale of the Company

Common Preparation Mistakes

Other Considerations for the Seller

CHAPTER

Initiating the Deal: The Buyer’s Perspective

Assembling the Team

Developing an Acquisition Plan

Applying the Criteria: How to Narrow the Field

Approaching a Company That Is Not for Sale

Dealing with the Seller’s Management Team

Directory of M&A Resources for Prospective Buyers (and

Sellers)

CHAPTER

The Letter of Intent and Other Preliminary Matters

Proposed Terms

Binding Terms

Common Reasons Why Deals Die at an Early Stage

Preparation of the Work Schedule

Another Predeal Task: The Growing Debate About the Role and

Usefulness of Fairness Opinions

CHAPTER

Due Diligence

Best Practices in Due Diligence in the Era of Accountability

2.0

Legal Due Diligence

Business and Strategic Due Diligence Conclusion

Appendix to Chapter 5: Post-Sarbanes-Oxley Due Diligence

Checklist

The Disclosure Requirements

Checklist of Items Post-Sarbox

CHAPTER

An Overview of Regulatory Considerations

Introduction

Environmental Laws

Federal Securities Laws

Federal Antitrust Laws

Waiting Periods

Labor and Employment Law

CHAPTER

Structuring the Deal

Stock vs. Asset Purchases

Tax and Accounting Issues Affecting the Structure of the

Transaction

One-Step vs. Staged Transactions

Method of Payment

Nontraditional Structures and Strategies

CHAPTER

Valuation and Pricing of the Seller’s Company

A Quick Introduction to Pricing

Valuation Overview

CHAPTER

Financing the Acquisition

An Overview of Financing Sources

Understanding the Lender’s Perspective

Financing Deals in Times of Turmoil

Steps in the Loan Process

Equity Financing

CHAPTER The Purchase Agreement and Related Legal Documents

Case Study: GCC Acquires TCI

Sample Schedule of Documents to Be Exchanged at a Typical

Closing

CHAPTER

Keeping M&A Deals on Track: Managing the Deal Killers

Communication and Leadership

Diagnosing the Source of the Problem

Understanding the Types of Deal Killers

Curing the Transactional Patient

Maintaining Order in the M&A Process: Simple Principles

for

Keeping Deals on Track

Conclusion

CHAPTER

Postclosing Challenges

A Time of Transition

Staffing Levels and Related Human Resources Challenges

Customers

Vendors

Physical Facilities

Problems Involving Attitudes and Corporate Culture

Benefit and Compensation Plans

Corporate Identity

Legal Issues

Minimizing the Barriers to the Transition

Postmerger Integration Key Lessons and Best Practices

Conclusion

CHAPTER

Alternatives to Mergers and Acquisitions

Growth Strategy Alternative 1: Joint Ventures

Growth Strategy Alternative 2: Franchising

Growth Strategy Alternative 3: Technology and Merchandise

Licensing

Growth Strategy Alternative 4: Distributorships and

Dealerships

INDEX

　　ANDREW J. SHERMAN is a partner in the

office of Jones Day and an internationally recognized authority on

the legal and strategic issues of emerging and established

companies. He has been interviewed by The Wall Street

Journal, USA Today, Forbes, Time, and

countless other publications and is the author of several books,

including Raising Capital and Franchising and

Licensing.

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书籍介绍

Mergers and acquisitions represent a successful growth strategy for many companies, but, while potentially profitable, M&A transactions are complex and often risky. Covering the latest trends, developments, and best practices for the post-Madoff era, this comprehensive, hands-on resource walks readers through every step of the process, offering practical advice for keeping deals on track and ensuring postclosing integration success. Filled with case studies and war stories illustrating what works and why, the third edition of "Mergers and Acquisitions from A to Z" offers valuable tools, checklists, and sample documents, providing crucial guidance on: preparing for and initiating the deal; regulatory considerations; due diligence; deal structure; valuation and pricing; and financing even during turbulent market conditions. M&A transactions can quickly spell a company's doom if they are not conceived and executed carefully, legally, and sensibly. This is the classic guide to mergers and acquisitions, now completely updated for today's market.