Casemaker Libra



21st National M&A Institute

Publication Year: 2016   Publication Type: Book

Authors:
Richard E. Climan, Jennifer Fonner Fitchen, Joel I. Greenberg, David A. Katz, Mark A. Morton, Jennifer S. Muller, Eileen T. Nugent, Michael O’Bryan, Claudia K. Simon, Yvette R. Austin Smith, Scott T. Whittaker

Table of Contents:

 Title page
 Copyright
 Sponsor
 Faculty Biographies
 Section A- Negotiating the Acquisition of A Privately- Held Business- Some Basic Issues and Principles
 Section B- Possible Acquisitions Structures For Acquiring A Privately Held Business
 Section C- Structuring the Acquisition of a Privately Held Delaware Target Corporation
 Section D- Illustrative Comparison of the Federal Income Tax Consequences of a Stock Sale
 Section E- Confidentiality Agreement from the Model Stock Purchase Agreement with Commentary, Second Edition
 Section F- Letter of Intent from the Model Stock Purchase Agreement with Commentary, Second Edition
Section G- Agreement Text from the Model Stock Purchase Agreement with Commentary, Second Edition
Section H- Selected Provisions From the Model Stock Purchase Agreement With Commentary, Second
 Section I- A Short Primer On Asset Acquisitions
 Section J- Acquiring Some, But Not All, of A Company- Asset Sales and Acquisitions
 Section K- Negotiated Acquisitions of U.S. Public Companies
 Section L- Possible Acquisition Structures for Acquiring Public Companies
Section M- Takeover Law and Practice
 Section N- Valuation and Purchase Price- Related Issues
 Section O- Earnout Agreement from the Model Stock Purchase Agreement with Commentary, Second Edition
 Section P- Pricing Formulations in Stock-for-Stock Mergers
 Section Q- Hart-Scott- Rodino Antitrust Summary Outline
 Section R- Negotiating Acquisitions of Public Companies in Transactions Structured as Friendly Tender Offers
 Section S- Negotiating Acquisitions of Public Companies- A Follow- Up
Section T- Negotiating Acquisitions of Public Companies
 Section U- Takeover Response Checklist and Dealing with Activist Hedge Funds
 Section V- Glossary of M&A Terms
 Section W- M&A Deal Points Study - Strategic Buyer or Private Target
 Section X- M&A Deal Points Study - Strategic Buyer or Public Target
Section Y- Ethical Issues in M&A Transactions