You have no items in your shopping cart.

Mergers, Acquisitions, and Buyouts, November 2019

Mergers, Acquisitions, and Buyouts, November 2019 Five Volume Print Set

  • Author:
  • Publisher: Aspen
  • ISBN: 9781543811384
  • Published In: December 2019
  • Format: Paperback (5 volumes) , 4944 pages
  • Jurisdiction: U.S. ? Disclaimer:
    Countri(es) stated herein are used as reference only

List Price: HKD 7,730.00

HKD 7,498.10 Save HKD 231.90 (3%)

Delivery Time: around 2 weeks
Extra 2-10 working days if shipping address outside Hong Kong
Free delivery Hong Kong?
Hong Kong: free delivery (order over HKD 1000)
OR
  • Description 
  • Contents 
  • Author 
  • Details

    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—available as a five-volume print set, a bundle with the print and CD-ROM editions, or online—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:

    • A complete document structured to embody your client's M&A interests
    • Clauses addressing a wide variety of specific mergers and acquisitions situations
    • Specific language for even the smallest mergers and acquisitions variations you're likely to encounter
    • Includes CD-ROM containing Mergers, Acquisitions, and Buyouts: Sample Acquisition Agreements

    When it comes to companies buying other companies—particularly public company acquisitions—seemingly every transaction raises something unique, Mergers, Acquisitions, and Buyouts is recently updated with:

    • New step-by-step methods for structuring transactions, with tax, SEC, corporate, HSR, accounting and other mergers considerations
    • New table summarizing and contrasting terms of pro-buyer, pro-seller, and neutral stock & asset purchase agreements
    • Practical guidance based on the latest mergers and acquisition news and the most recent corporate acquisition developments
    • New mergers legislation, M&A regulations, rulings, and M&A litigation outcomes impacting M&A transactions as reflected in recent mergers and acquisitions

     

    Frequently asked questions covered in Mergers, Acquisitions, and Buyouts:

    • What are the tax considerations in our M&A transaction?
    • Are there recent deals or developments affecting our M&A transaction?
    • How do we handle unwanted assets?
    • How do we handle reorganizations that are “solely for voting stock”?
    • What are the tax aspects of LBO structuring and financing?
    • What should we be taking into consideration regarding management compensation?
    • How do you execute a mergers and acquisitions strategy using Partnership, LLC, or REIT?

  • Mergers, Acquisitions and Buyouts deals not only with the federal income tax aspects of acquisitions, but also (although somewhat more briefly) with many of the other aspects of acquisitions, including state corporate law, securities law, accounting, fraudulent conveyance law, antitrust reporting, and contract terms that are important in negotiating, structuring, and effectuating an acquisition.

    Volumes 1 - 4: Transactional Analysis
    1. Introduction, Overview and Definitions
    2. Taxable Purchase of Target’s Stock and Taxable Reverse Subsidiary Merger
    Chapter 2 deals with Purchaser's taxable purchase of Target’s stock, including Purchaser's acquisition of Target through a taxable reverse subsidiary merger.

    3. Taxable Purchase of Target’s Assets and Taxable Forward Merger
    Chapter 3 deals with Purchaser's taxable purchase of Target’s assets, including Purchaser's acquisition of Target through a taxable forward merger.

    4. Taxable Acquisitions: Acquisition Expenses, Stepped-Up Basis Allocation, Intangibles, Amortization, Non-Compete Covenant, Tax Receivable Agreement, etc.
    Chapter 4 deals with many of the collateral issues in a taxable acquisition, including deductibility of Target’s and Purchaser's expenses of the acquisition, determining whether to structure the acquisition for asset SUB or asset COBallocating the purchase price among the acquired assets in an SUB transaction, amortization of SUB intangible assets, consulting payments, non-compete covenants, §1253 franchise payments, contingent-interest debt, tax receivable agreements, and the risk of inadvertent asset COB, and zero basis problems where Purchaser stock is delivered by a Purchaser subsidiary.

    5. Unwanted Assets
    Chapter 5 deals with unwanted Target assets.

    6. Tax-Free Reorganization Basic Principles
    7. "Solely for Voting Stock" Reorganizations
    8. Reorganizations Not "Solely for Voting Stock"
    Chapters 6 through 8 deal with acquisitions intended to qualify as tax-free corporate reorganizations.

    9. Code § 351 Acquisitions and Dispositions
    Chapter 9 deals with the creative use of Code §351 (COB asset transfer to an 80% controlled corporation partly or entirely in exchange for stock).

    10. Tax-Free Spin-Offs
    Chapter 10 deals with Code §355 spin-offs.

    11. Taxable and Tax-Free S Corp Acquisitions
    Chapter 11 deals with the additional acquisition issues presented where either Purchaser or Target or both is an S corp.

    12. Acquiring or Restructuring Distressed Company, Including Debt Cancellation Income and NOLs
    Chapter 12 deals with the acquisition or restructuring of a financially distressed C corp, S corp, partnership or LLC, including consequences to LossCo and its creditors from a restructuring and effects of an acquisition on LossCo's NOLs and other tax attributes.

    13. Tax Aspects of LBO Financing--Debt and Preferred Stock
    14. Tax Aspects of LBO Structuring
    Chapters 13 and 14 deal with a number of the issues that arise most often in LBOs, but also in other acquisitions, including the deductibility of interest on money borrowed to make the acquisition or on debt securities issued in the acquisition, the tax treatment of original issue discount on debt and preferred stock issued to finance the acquisition, the tax consequences when such preferred stock is redeemed, and alternative approaches to structuring an LBO.

    15. Management Compensation
    Chapter 15 deals with the tax and accounting aspects of compensating Target’s, Purchaser's, or Newco's management (including ISOs, NQOs, SARs, deferred compensation, vested or unvested stock or deferred compensation, and golden parachute tax rules).

    16. Acquisitions and Dispositions Using Partnership, LLC, or REIT
    Chapter 16 deals with the use of partnerships, LLCs, and REITs in acquisitions and dispositions (including state partnership and LLC laws).
    17. Non-Tax Acquisition Issues, Including SEC, State Entity Law, ERISA Group Liability, Accounting, Fraudulent Conveyance, and Antitrust Reporting
    Chapter 17 deals with non-tax issues in acquisitions (although many non-tax structuring issues are also dealt with in Chapters 1 through 16), including state corporate, partnership, and LLC laws, Purchaser's 's and Target’s deal protective measures, federal securities law, stock exchange rules, purchase accounting, fraudulent conveyances, Hart-Scott-Rodino antitrust reporting rules, ERISA group liability, and general structuring considerations.

    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.

  • Martin D. Ginsburg is Professor of Law at Georgetown University Law Center in Washington D.C., and Of Counsel to the law firm of Fried, Frank, Harris, Shriver & Jacobson, LLP. He has chaired the Tax Section of the New York State Bar Association, the Committee on Taxation of the Association of the Bar of the City of New York, and the Committee on Simplification of the ABA Section of Taxation. In addition, Mr. Ginsburg has served as a Member of the Advisory Group to the Commissioner of Internal Revenue and the Advisory Group to the Tax Division of the Department of Justice, and he is a fellow of the American College of Tax Counsel.

    Jack S. Levin is a senior partner in the international law firm of Kirkland & Ellis LLP in Chicago and a lecturer at the University of Chicago Law School and the Harvard Law School. He is past chair of the ABA Subcommittee on Taxation of Corporate Distributions, a former assistant to the Solicitor General of the United States for tax matters, and a former member of the Executive Committee of the Chicago Bar Association’s Taxation Committee. He is a graduate of Harvard Law School (summa cum laude, first in a class of 500), a CPA (winner of Illinois Gold Medal), and a fellow of the American College of Tax Counsel.

    DONALD E. ROCAP is a senior partner in the Chicago office of Kirkland& Ellis LLP, where he specializes in the tax aspects of complex transactions. Mr. Rocap is a lecturer at the University of Chicago Law School. Mr. Rocap received his undergraduate degree from Duke University and J.D. from the University of Virginia Law School, where he is a member of the Order of the Coif. Mr. Rocap has been selected as one of America’s Leading Lawyers for Business in Tax by Chambers USA every year since 2004 and as one of The World’s Leading Lawyers for Business in Tax by Chambers Global each year since 2002. Prior to joining Kirkland & Ellis LLP, Mr. Rocap was Deputy Tax Legislative Counsel (Regulatory Affairs) at the U.S. Treasury Department’s Office of Tax policy.

You may also be interested in these books:

Hong Kong Tax & Accounting Practical Toolkit (Basic Package)
Hong Kong Tax & Accounting Practical Toolkit (Basic Package)
HKD 3,000.00
The Hong Kong Company Secretary's Handbook: Practice and Procedure (11th Edition)
The Hong Kong Company Secretary's Handbook: Practice and Procedure (11th Edition)

List Price: HKD 535.00

HKD 481.00 Save HKD 54.00 (10%)

KPMG's Insights into IFRS 2020/2021
KPMG's Insights into IFRS 2020/2021

List Price: HKD 1,920.00

HKD 1,862.40 Save HKD 57.60 (3%)

Hong Kong Company Law & Compliance Toolkit (Basic Package)
Hong Kong Company Law & Compliance Toolkit (Basic Package)
HKD 4,000.00
PwC Manual of Accounting IFRS 2021 Set
PwC Manual of Accounting IFRS 2021 Set

List Price: HKD 2,157.60

HKD 2,092.87 Save HKD 64.73 (3%)

China Master Tax Guide 2021 (14th Edition)
China Master Tax Guide 2021 (14th Edition)

List Price: HKD 1,680.00

HKD 1,512.00 Save HKD 168.00 (10%)

Ernst & Young's International GAAP 2021
Ernst & Young's International GAAP 2021

List Price: HKD 2,200.00

HKD 2,134.00 Save HKD 66.00 (3%)

威科先行 • 财税信息库 (双语专业版)
威科先行 • 财税信息库 (双语专业版)

List Price: HKD 24,606.00

HKD 23,867.82 Save HKD 738.18 (3%)

CPA's Guide to Management Letter Comments (2021)
CPA's Guide to Management Letter Comments (2021)

List Price: HKD 4,220.00

HKD 4,093.40 Save HKD 126.60 (3%)

CPA's Guide to Effective Engagement Letters (14th Edition)
CPA's Guide to Effective Engagement Letters (14th Edition)

List Price: HKD 2,620.00

HKD 2,541.40 Save HKD 78.60 (3%)

Compliance and Company Secretarial Practice of Hong Kong Listed Companies
Compliance and Company Secretarial Practice of Hong Kong Listed Companies

List Price: HKD 1,270.00

HKD 1,231.90 Save HKD 38.10 (3%)

Accounting Desk Book (2021)
Accounting Desk Book (2021)

List Price: HKD 3,520.00

HKD 3,414.40 Save HKD 105.60 (3%)

Financial Instruments: A Comprehensive Guide to Accounting & Reporting (2021)
Financial Instruments: A Comprehensive Guide to Accounting & Reporting (2021)

List Price: HKD 5,620.00

HKD 5,451.40 Save HKD 168.60 (3%)

Forensic and Investigative Accounting (9th Edition)
Forensic and Investigative Accounting (9th Edition)

List Price: HKD 2,230.00

HKD 2,163.10 Save HKD 66.90 (3%)

China Master GAAP Guide (11th Edition)
China Master GAAP Guide (11th Edition)

List Price: HKD 1,500.00

HKD 1,455.00 Save HKD 45.00 (3%)

Hong Kong Master GAAP Guide (15th Edition)
Hong Kong Master GAAP Guide (15th Edition)

List Price: HKD 1,500.00

HKD 1,455.00 Save HKD 45.00 (3%)

Hong Kong Company Secretary's Practice Manual, 4th Edition
Hong Kong Company Secretary's Practice Manual, 4th Edition

List Price: HKD 999.00

HKD 969.03 Save HKD 29.97 (3%)

Individual Income Tax Planning for Expatriates in China, 6th Edition
Individual Income Tax Planning for Expatriates in China, 6th Edition

List Price: HKD 1,280.00

HKD 1,241.60 Save HKD 38.40 (3%)

Hong Kong Company Secretary Checklist
Hong Kong Company Secretary Checklist

List Price: HKD 788.00

HKD 764.36 Save HKD 23.64 (3%)

Concise Guide: Compliance and Company Secretarial Practice of Hong Kong Private Companies
Concise Guide: Compliance and Company Secretarial Practice of Hong Kong Private Companies

List Price: HKD 2,388.00

HKD 2,316.36 Save HKD 71.64 (3%)