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Mergers, Acquisitions and Buyouts November 2019

Martin D. Ginsburg, Jack S. Rocap Donald E. Levin

ISBN13: 9781543811384

Published: January 2020

Publisher: Wolters Kluwer Legal & Regulatory U.S.

Country of Publication: USA

Format: Paperback, 5 Volumes

Price: £895.00

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Despatched in 11 to 13 days.

Previously known as Ginsburg & Levin: Taxation of Mergers, Acquisitions and Buyouts and now in 5 volumes, when structuring mergers and acquisitions, there's only one way to be sure that you've thought of all the tax and legal consequences: rely on Martin D. Ginsburg, Jack S. Levin and Donald E. Rocap as you plan, develop, and execute your mergers and acquisitions strategy.

In this gold-standard resource for mergers and acquisitions analysis and guidance these expert practitioners offer you:-

Solutions to real-life business merger problems as they arise in negotiations

Step-by-step analysis of typical and non-typical company buyout and company merger transactional permutations

Checklists, flow charts, and other at-a-glance mergers practice materials

Whether you represent the buyer, the seller, or another interested party, you can go straight to a model M&A agreement that gives you:

Subjects:: Other Jurisdictions , USA

Contents:: Volumes 1 - 4: Transactional Analysis; 1. Introduction, Overview and Definitions; 2. Taxable Purchase of Target’s Stock and Taxable Reverse Subsidiary Merger; 3. Taxable Purchase of Target’s Assets and Taxable Forward Merger; 4. Taxable Acquisitions: Acquisition Expenses, Stepped-Up Basis Allocation, Intangibles, Amortization, Non-Compete Covenant, Tax Receivable Agreement, etc.; 5. Unwanted Assets; 6. Tax-Free Reorganization Basic Principles; 7. "Solely for Voting Stock" Reorganizations; 8. Reorganizations Not "Solely for Voting Stock"; 9. Code § 351 Acquisitions and Dispositions; 10. Tax-Free Spin-Offs; 11. Taxable and Tax-Free S Corp Acquisitions; 12. Acquiring or Restructuring Distressed Company, Including Debt Cancellation Income and NOLs; 13. Tax Aspects of LBO Financing--Debt and Preferred Stock; 14. Tax Aspects of LBO Structuring; 15. Management Compensation; 16. Acquisitions and Dispositions Using Partnership, LLC, or REIT; 17. Non-Tax Acquisition Issues, Including SEC, State Entity Law, ERISA Group Liability, Accounting, Fraudulent Conveyance, and Antitrust Reporting; 18-20. Reserved; Table of Internal Revenue Code Sections; Table of Treasury Regulations; Table of Treasury Rulings; Table of Securities Laws; Table of FASB Statements; Table of Cases; Index; Volume 5: Sample Acquisition Agreements with Tax and Legal Analysis; 21. Introduction to and Explanation of Sample Acquisition Agreements; 22. Taxable Purchase of Stock; 23. Taxable Purchase of Assets; 24. Taxable Purchase of Divisional Business; 25. Taxable Reverse Subsidiary Merger; 26. Tax-Free Merger; Volume 5 contains sample acquisition agreements and commentary on the tax and other aspects of those sample agreements, including sample agreements for:; • Taxable stock purchase; • Taxable asset purchase; • Taxable divisional purchase; • Taxable reverse subsidiary merger; • Tax-free merger (including pro-buyer, pro-seller, and neutral versions of the stock purchase, asset purchase, and divisional purchase agreements); as well as additional terms that can be incorporated where Target is a subsidiary in a consolidated group of corporations, Target is an S corp, and/or there is a purchase price adjustment based on Target’s closing date balance sheet.