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Synopsis

A Step-by-Step Legal and Practical Guide

Getting mergers and acquisitions transactions successfullycompleted requires an understanding of the legal framework,negotiating points, and practical aspects of each stage of thedeal. Part legal primer, part business and negotiating primer,Mergers and Acquisitions: A Step-by-Step Legal and PracticalGuide provides comprehensive and understandable advice formanagement, investors, legal and business professionals, and lawand business school students.

Providing expert guidance on the legal frame-work, deal points,and practicalities at each stage of an M&A transaction, EdwinL. Miller, Jr. explores the M&A process from beginning to end,including:

  • Corporate finance fundamentals
  • Critical early steps in the acquisition process
  • How to structure transactions to achieve the best economicresult
  • Tax considerations for both buyers and sellers
  • Key and often-misunderstood provisions in the definitiveacquisition agreement
  • Acquisitions of public companies—what's different
  • Leveraged buyouts and acquisitions of troubled businesses

Mergers and Acquisitions is a must-read whether you're alegal or business professional, an entrepreneur, an investor, or alaw or business school student. The book will also be extremelyuseful to international lawyers and businessmen who need tounderstand the M&A practices in the United States that arebeing increasingly adopted around the world.

Praise forMergers and Acquisitions

"Buyers and sellers both hope to be winners in an acquisition.But at the negotiating table, there is only one winner for eachpoint and winning may mean a significant change in the dealeconomics. The insights in this book are crucial for both buyersand sellers and lay out the rationale for both sides of all of themoney issues and other important deal points."
Todd Koopersmith, Vice President, BusinessDevelopment, Iron Mountain

"This book will help M&A professionals get up to speed on awide range of deal points. It explains the legal background andtransaction structuring issues in M&A transactions that everyinvestment professional must know."
Gregory Burkus, founder and partner, ShastaPartners

"This book is an essential resource for business people, and thelawyers and other professionals who advise them, to develop areal-world understanding of how the M&A process works. Moreimportantly, it explains why specific deal structures, contractualterms and diligence procedures are used."
Jonathan Wolfman, Partner, WilmerHale, Boston

"As U.S. M&A concepts, documents and practices becomeincreasingly adopted internationally, this book will be aninvaluable resource. It provides an excellent overview of theentire area, and is easily understandable by corporate executivesand lawyers outside the United States."
Leo Specht, founder, SpechtRechtsanwalts-Gesellschaft mbH, Vienna, Austria

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