Mergers acquisitions & buyouts analysis / sample acquisition agreements business

27 October 2005

When structuring mergers, acquisitions or buyouts, there's only one way to be sure that you've thought of all the tax and legal consequences: rely on Martin D. Ginsburg, Georgetown University Law Center and Jack S. Levin, Kirkland and Ellis LLP as you plan, develop, and execute your strategy. This extraordinarily comprehensive 4-volume + CD set offers you:
Solutions to real-life M&A problems as they arise in negotiations
Step-by-step analysis of typical and non-typical transactional permutations
Checklists, flow charts, and other at-a-glance practice materials

Whether you represent the buyer, the seller, or another interested party, you can go straight to a model agreement that gives you:
A complete document structured to embody your client's interest
Clauses addressing a wide variety of specific situations
Specific language for even the smallest variations you're likely to encounter
CD-ROM contains all 4 volumes fully searchable and linked to cases, IRS Code, Treasury Regulations and Revenue Rulings

ISBN 0735548609 (2004 edition)
TABLE OF CONTENTS

Volumes 1, 2 & 3
A Transactional Analysis of the Governing Tax, Legal, and Accounting Considerations
Introduction
Taxable Purchase of T's Stock and Taxable Reverse Subsidiary Merger
Taxable Purchase of T's Assets and Taxable Forward Merger
Taxable Acquisitions: Acquisition Expenses, Allocation of Stepped-Up Basis, Amortization of Intangibles, Covenants Not to Compete, Etc.
Unwanted Assets
Basic Principles of Tax-Free Reorganizations
Reorganizations Under "Solely for Voting Stock" Rule
Reorganizations Not Under "Soley for Voting Stock" Rule
Acquisitions and Dispositions Using Code § 351
Tax-Free Spin-Offs
Special Considerations in Taxable and Tax-Free Acquisitions Involving S Corporation
Cancellation-of-Debt Income, Net Operating Losses, and other Special Considerations in Acquiring or Restructuring Financially Distressed Company
Tax Aspects of Financing LBOs -- Debt and Preferred Stock
Tax Aspects of Structuring LBOs
Management Compensation
Evolving Acquisition Techniques 17 Using Partnership or LLC
Corporate and Securities Law, Accounting, Fraudulent Conveyance, Antitrust Reporting, and Other Non-Tax Considerations in Taxable and Tax-Free Acquisitions

Volume 4
Sample Acquisitions Agreements with Tax and Legal Analysis
Introduction and Explanation
Taxable Purchase of Stock (Pro-Buyer, Pro-Seller, and Neutral Versions)
Taxable Purchase of Assets (Pro-Buyer, Pro-Seller and Neutral Versions)
Taxable Purchase of Divisional Business (Pro-Buyer, Pro-Seller, and Neutral Versions)
Taxable Reverse Subsidiary Merger
Tax-Free Merger

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