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Successfully completing mergers and acquisitions transactions requires an understanding of the legal framework, negotiating points, and practical aspects of each stage of the deal. Part legal primer, part business and negotiating primer, Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide provides comprehensive and understandable advice for managers, investors, legal and business professionals.
To avoid costly mistakes, this guide helps deal participants anticipate and solve issues before they come up. It is full of practical, hands-on advice, including: hiring an investment banker and on what terms; what issues to raise at the letter of intent stage to improve your bargaining position for the definitive agreement; how to prepare the business for sale or do effective due diligence if you are the buyer; what the principal "money issues" are in the definitive acquisition agreement; and what the negotiating arguments, pro and con, for both buyers and sellers are. The book also discusses pitfalls in the areas of employment agreements, equity compensation, and venture and debt financings that can jeopardize a successful acquisition well before a potential transaction.
Providing expert guidance on the legal framework, deal points, and practicalities at each stage of an M&A transaction, Miller explores the M&A process from beginning to end, including:
The appendixes include model or sample documents for a number of common transactions, as well as other useful materials.
Mergers and Acquisitions is a must-read whether you're a legal or business professional, an entrepreneur, or an investor. The book will also be extremely useful to international businessmen and lawyers who need to understand the M&A practices in the United States that are being increasingly adopted around the world.
“Buyers and sellers both hope to be winners in an acquisition. But at the negotiating table, there is only one winner for each point and winning may mean a significant change in the deal economics. The insights in this book are crucial for both buyers and sellers and lay out the rationale for both sides of all of the money issues and other important deal points.”
—Todd Koopersmith, Vice President, Business Development, Iron Mountain
“This book will help M&A professionals get up to speed on a wide range of deal points. It explains tha legal background and transaction structuring issues in M&A transactions that every investment professional must know.”
—Gregory Burkus, founder and partner, Shasta Partners
“This book is an essential resource for business people, and the lawyers and other professionals who advise them, to develop a real-world understanding of how the M&A process works. More importantly, it explains why specific deal structures, contractual terms and diligence procedures are used.”
—Jonathan Wolfman, Partner, WilmerHale, Boston
“As U.S. M&A concepts, documents and practices become increasingly adopted internationally, this book will be an invaluable resource. It provides an excellent overview of the entire area, and is easily understandable by corporate executives and lawyers outside the United States.”
—Leo Specht, founder, Specht Rechtsanwalts-Gesellschaft mbH, Vienna, Austria
About the AuthorEdwin L. Miller, Jr. is a partner with the law firm of Sullivan & Worcester LLP. He has practiced corporate and securities law for over thirty-five years and has extensive mergers and acquisitions experience in both the public and private markets. Miller also represents emerging and established technology companies in their financing, technology transfer, and acquisition activities. He has been named to The Best Lawyers in America publication and is the author of Lifecycle of a Technology Company: Step-by-Step Legal Background and Practical Guide from Startup to Sale (Wiley).