Mergers & Acquisitions

Mergers, Acquisitions, and Buyouts, April 2018 Print and CD-ROM Combo

Edited by Martin D. Ginsburg · Jack S. Levin
Aspen May 2018

Specifications

ISBN-13
9781454899853
Publisher
Aspen
Publication
May 2018
Format
Paperback (5 volumes) + CD-ROM
Jurisdiction
U.S. ? Countri(es) for reference only

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 M&A strategy. In this five volume print set and CD-ROM combo, these expert practitioners offer you:

  • Solutions to real-life M&A problems as they arise in negotiations
  • Step-by-step analysis of typical and non-typical mergers 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 modelM&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 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

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
  • New mergers legislation, M&A regulations, rulings, and court decisions impacting M&A transactions

Table of Contents

Volumes 1 - 4: Transactional Analysis

  1. Introduction: M&A
  2. Taxable Purchase of T's Stock and Taxable Reverse Subsidiary Merger
  3. Taxable Purchase of T's Assets and Taxable Forward Merger
  4. Taxable Acquisitions: Acquisition Expenses, Allocation of Stepped-Up Basis, Amortization of Intangibles, Etc.
  5. Unwanted M&A Assets
  6. Basic Principles of Tax-Free
  7. Reorganizations Reorganizations Under "Solely for Voting Stock"
  8. Rule Reorganizations Not Under "Solely for Voting Stock" Rule
  9. Acquisitions and Dispositions Using Code § 351
  10. Tax-Free Spin-Offs
  11. Special Considerations in Taxable and Tax-Free Acquisitions Involving S Corporation
  12. Cancellation-of-Debt Income, Net Operating Losses, and other Special Considerations in Acquiring or Restructuring Financially Distressed Company
  13. Tax Aspects of Financing LBOs -- Debt and Preferred Stock
  14. Tax Aspects of Structuring LBOs
  15. Management Compensation
  16. and Dispositions Using Partnership, LLC, or REIT
  17. Corporate and Securities Law, Accounting, Fraudulent Conveyance, Antitrust Reporting, ERISA Group Liability, and Other Non-Tax Considerations in Taxable and Tax-Free Acquisitions

Volume 5: Sample Acquisitions Agreements with Tax and Legal Analysis

  1. Introduction to and Explanation of Sample Acquisition Agreements
  2. Taxable Purchase of Stock
  3. Taxable Purchase of Assets
  4. Taxable Purchase of Divisional Business
  5. Taxable Reverse Subsidiary Merger Tax-Free Merger

About the Author

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.

Out of stock
This title is currently unavailable for purchase.
New Edition is available now !
  • Free HK shipping over HK$1,000
  • International shipping to 35+ countries

Recommended

You may also be interested in these books:

More titles from Mergers & Acquisitions

View all