Mergers and Acquisitions from A to Z

The power your company can generate in concert with another is immense. But mergers and acquisitions are incredibly complicated, involving issues ranging from valuation and deal structure to tax and securities laws. And things have only gotten more complicated in the increasingly global, post-Madoff era.

A comprehensive, hands-on resource—now fully revised and updated—the third edition of Mergers and Acquisitions from A to Z shows you how to get M&A deals done right.Containing valuable tools, checklists, and sample documents, the book spells out the latest trends and developments in middle-market M&A best practices, and walks you through every step of the deal, from preliminary considerations to due diligence, through each and every piece of necessary documentation, all the way to closing.

The book explains key market conditions and trends, how to understand and take into consideration the motivations of each party, and ways to evaluate possible alternative paths to achieving growth goals and objectives.

Written in an easy-to-read, easy-to-understand, nontechnical voice, and presenting creative strategies for structuring and financing M&A transactions during turbulent market conditions, this long-trusted guide reveals how to boost both the immediate financial position and the long-term outlook for your organization. The book provides a thorough overview of the entire process, showing you how to:

• Prepare for and initiate the deal, understanding both the buyer’s and seller’s perspective on the transaction

• Create a letter of intent, as well as understanding which kind to use (binding, nonbinding, or hybrid)

• Conduct up-to-the-minute due diligence in line with the Sarbanes-Oxley Act, performing a thorough legal, financial, and operational analysis, as well as identifying and quantifying areas of concern

• Take into account regulatory considerations, such as environmental, antitrust, securities, and others, as well as those specific to your industry

• Structure the deal with a proper understanding of the profound effects the transaction will have on your organization’s taxes, shareholders, accounting, and other financial considerations

• Determine which valuation methods to use and why the established value is only one component in calculating the actual purchase price

• Obtain financing even under turbulent market conditions, and decide if seller financing, venture capital, securities, or other alternatives are the proper choice for your transaction

Illustrating what works and why with case studies and war stories, the book brings you up to speed on the essential steps and guidelines behind well-executed M&A transactions.

Whether you’re a novice or a veteran to the complex world of mergers and acquisitions, this book ensures that you have a thorough understanding of the latest key economic trends and market conditions that may affect your deal…and gives you the assurance you need to get the deal done smoothly and ensure post-transaction success.

Andrew Sherman is a partner in the M&A department at Jones Day, a global law firm with over 2,500 lawyers in 40 capital markets finance centers. He is internationally recognized as an authority on the legal and strategic issues of growing companies and on mergers and acquisitions in the middle market. An adjunct professor in the MBA programs at Georgetown and the University of Maryland, he is the author of Raising Capital and Franchising and Licensing.