The Art of M&A Structuring: Techniques for Mitigating Financial, Tax and Legal RiskMcGraw Hill Professional, 2003 M10 22 - 350 pages Real-world advice for determining the most advantageous structure in a merger, acquisition, or buyout The actual structuring of a merger or acquisition is key to the success of the entire procedure. The Art of M&A Structuring explores ways to approach a deal as an investment and satisfy the often conflicting financial and operational goals of all parties, from buyers and sellers to investors and lenders. Written in the trademark Q&A style that made The Art of M&A a landmark business bestseller, this book is filled with real-world examples and cases. Decision makers in any organization will quickly find the M&A information and insights they need, including:
|
Contents
Mitigating Taxes In MAB Transactions | 117 |
Special Situations Beyond Ordinary MAB | 209 |
Index | 387 |
About The Authors | 394 |
Other editions - View all
Common terms and phrases
accounting acquirer acquisition addition agreement allocation amount apply assets assume bank bankruptcy basis benefits buyer capital cash Chapter closing common company’s consideration considered continuity contributed corporation cost court creditors deal debt deductions detail discussed distribution dividends earnings effect employee entity equity ESOP event example exchange fair Figure filing gain goodwill income increase intangible interest investment investor involving issues lender less liabilities limited liquidation loan loss material merger method million negotiations obligations offer operating option paid parent parties partnership payments percent period preferred protection purchase qualify reasonable received recognized reorganization reporting representations result risk rules securities seller selling shareholders shares Statement stockholders strategic structure subsidiary target tax-free taxable tion transaction transfer treated Type typically unit usually venture voting warranties
Popular passages
Page 292 - ... at least 80 percent of the total combined voting power of all classes of stock entitled to vote, and at least 80 percent of the total number of shares of all other classes of stock (except nonvoting stock which is limited and preferred as to dividends...
Page 33 - For purposes of this section, a contingency is defined as an existing condition, situation, or set of circumstances involving uncertainty as to possible gain (hereinafter a gain contingency) or loss (hereinafter a loss contingency) to an enterprise that will ultimately be resolved when one or more future events occur or fail to occur.
Page 44 - The amount of goodwill included in the gain or loss on disposal of all or a portion of a reporting unit.
Page 68 - The thrust of the rule is that an offer, offer to sell, offer for sale, or sale occurs when there is submitted to security holders a plan or agreement pursuant to which such holders are required to elect, on the basis of what is in substance a new investment decision, whether to accept a new or different security in exchange for their existing security. Rule...
Page 48 - A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator d.
Page 146 - What if the acquired company's operations are to be held in an affiliated group of corporations filing a consolidated federal income tax return? How is postacquisition debt treated then? In such a case, the acquisition debt will often be issued by the parent. Therefore, for federal income tax purposes, the group is treated as a single taxpayer in which the parent's interest deductions offset the operating income of the subsidiaries. But from the point of view of the various states in which the subsidiaries...
Page 33 - ... involving uncertainty as to possible gain or loss to an enterprise that will ultimately be resolved when one or more future events occur or fail to occur. A preacquisition contingency is a contingency of the acquired enterprise that is in existence before consummation of a business combination; it can be a contingent asset, a contingent liability, or a contingent impairment of an asset. Examples of preacquisition contingencies include pending or threatened litigation, obligations relating to...
Page 295 - No deduction shall be allowed In respect of losses from sales or exchanges of property (other than an Interest In the partnership) , directly or Indirectly, between — (A) A partnership and a partner owning, directly or Indirectly more than 50 percent of the capital Interest...
Page 184 - T's investment activity is not its historic business, and the stocks and bonds are not T's historic business assets. Example (.4). T manufactures children's toys and P distributes steel and allied products. On January 1, 1981, T sells all of its assets to a third party for $100,000 cash and $900,000 in notes. On March 1. 1981, T merges into P. Continuity of business enterprise is lacking.