Details

Make the Deal


Make the Deal

Negotiating Mergers and Acquisitions
Bloomberg Financial 1. Aufl.

von: Christopher S. Harrison

39,99 €

Verlag: Wiley
Format: PDF
Veröffentl.: 21.01.2016
ISBN/EAN: 9781119163657
Sprache: englisch
Anzahl Seiten: 320

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Beschreibungen

<b>A comprehensive introduction to today's M&A strategies</b> <p><i>Make the Deal</i> is a direct and accessible guide to striking a powerful M&A deal. Merging business, finance, and law, this insightful examination of M&A strategy is designed to help you understand M&A negotiations and the ways in which the final outcome affects your financial future. A general overview of an acquisition agreement framework segues into a more detailed discussion of different deal structures, including stock sales, mergers, asset sales, and complex structures, giving you the information you need to know when each one applies best in practice. You'll gain insight into real-world negotiations and the delicate balancing act that occurs as each party attempts to maximize value and minimize risk, and learn the potential pitfalls that can occur. Negotiation statistics and samples from actual contracts back the war stories throughout, and reinforce the idea that there's no single perfect solution. <p>As a topic of study, M&A is constantly evolving; in practice, it changes at the speed of light. Staying ahead of the market is the single most critical element of making the best deal, and the strategy that worked for one deal most likely won't work for the next. Instead of simply providing a list of strategies that have worked in the past, this book shows you <i>why</i> they worked, so you can tailor your strategy specifically to your next deal. <ul> <li>Learn how M&A contract terms affect economic outcomes</li> <li>Examine the techniques and mechanics of today's acquisition agreements</li> <li>Develop a legal framework that supports your business strategy</li> <li>Follow the ups and downs that arise in real-world cases</li> </ul> <p>A successful M&A transaction requires both attention to detail and a big picture view, combined with skill, intellect, and ingenuity. <i>Make the Deal</i> brings it all together to show you how to run the table and come away with a win.
<p>About the Author vii</p> <p>CHAPTER 1 Introduction to Deal-Making 1</p> <p><i>Deal-Making in Practice</i></p> <p>CHAPTER 2 Setting Up the Deal 7</p> <p><i>Overview and Confidentiality Agreements</i></p> <p>CHAPTER 3 Setting Up the Deal 33</p> <p><i>Key Provisions and Agreements</i></p> <p>CHAPTER 4 Architecture of the Acquisition Agreement 55</p> <p>CHAPTER 5 Purchase Price 67</p> <p>CHAPTER 6 Representations and Warranties 87</p> <p>CHAPTER 7 Covenants 117</p> <p>CHAPTER 8 Closing Conditions 131</p> <p>CHAPTER 9 Termination Rights 149</p> <p>CHAPTER 10 Material Adverse Effect 161</p> <p>CHAPTER 11 Equity and Debt Commitment Letters 181</p> <p>CHAPTER 12 Financing Risk 187</p> <p>CHAPTER 13 Topping a Public Merger 217</p> <p>CHAPTER 14 Indemnities 245</p> <p>CHAPTER 15 Dispute Resolution 273</p> <p>CHAPTER 16 Structuring M&A Deals 281</p> <p>Index 309</p>
<p><b>CHRISTOPHER S. HARRISON</b> currently serves as Chief Investment Officer of The Falconwood Corporation, a financial management firm and research laboratory that has incubated and operated numerous highly successful financial and technological ventures. <p>Having managed billions of dollars in successful investment transactions, including debt, equity, and real asset ventures, Mr. Harrison earned a reputation as a superb negotiator and business strategist. During his eight years at Cravath Swaine & Moore, one of the world's most prestigious law firms, he handled numerous high-profile debt, equity, and M&A deals. As Co-Head of the market-leading asset management M&A practice at Schulte Roth & Zabel, the premier investment management law firm, he ran some of the most sophisticated public and private deals and facilitated the strategic growth of several prominent financial services and asset management businesses. <p>Mr. Harrison teaches popular courses at NYU School of Law on the financial and legal aspects of negotiating and investing in business transactions. He is a regular speaker at industry conferences and webinars. <p>He holds a JD degree, <i>cum laude</i>, from NYU School of Law, where he focused on law and economics.
<p><b>Praise for MAKE THE DEAL</b> <p>"<i>Make the Deal</i> by Chris Harrison, a highly regarded M&A practitioner and adjunct professor at the NYU School of Law, is a very useful text for both experienced M&A lawyers and for young lawyers seeking useful guidance in preparing and negotiating a merger agreement. War stories and sample contract provisions are used to illustrate a sophisticated analysis of merger agreements. All the key provisions of merger agreements are covered as well as advice for negotiating them."<br/> <b>—Marty Lipton,</b> Wachtell, Lipton, Rosen & Katz <p>"Whether you are a novice or an expert, <i>Make the Deal</i> provides a clear and concise analysis of an M&A contract and demystifies the complexity of these transactions. From the beginning to the end of an M&A transaction, Christopher Harrison adds valuable insight to the essential ingredients of negotiating an M&A deal. He has created a practitioner's roadmap."<br/> <b>—Tom Russo,</b> General Counsel, American International Group, Inc. <p><b>A DIRECT AND ACCESSIBLE GUIDE TO STRIKING A POWERFUL M&A DEAL</b> <p>M&A expert Christopher S. Harrison offers a savant, clear, and highly usable guide to the intricate complexities of dealmaking, providing both attention to detail and a lucid big-picture view. Highlighting what it takes to negotiate a successful merger or acquisition through adroit analysis and hands-on experience, <i>Make the Deal</i> shows that juggling legal terms is no esoteric exercise, but defines the financial result of the deal. Mr. Harrison's insight into current techniques and market trends make his book an indispensable companion in today's ever-changing M&A landscape. <p><i>Make the Deal</i> shows you how to run the table and come away with a win.

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