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Mergers, Acquisitions, and Buyouts, April 2018

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

Author: Martin D. Ginsburg; Jack S. Levin
Publisher: Aspen
ISBN: 9781454899853
Published In: May 2018
Format: Paperback (5 volumes) + CD-ROM
Jurisdiction: U.S. ? Disclaimer:
Countri(es) stated herein are used as reference only

New Edition is available now !

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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

Volumes 1 - 4: Transactional Analysis

Introduction: M&A
Taxable Purchase of T's Stock and Taxable Reverse Subsidiary Merger
Taxable Purchase of T's Assets and Taxable Forward Merger
Taxable Acquisitions: Acquisition Expenses, Allocation of Stepped-Up Basis, Amortization of Intangibles, Etc.
Unwanted M&A Assets
Basic Principles of Tax-Free
Reorganizations Reorganizations Under "Solely for Voting Stock"
Rule Reorganizations Not Under "Solely for Voting Stock" Rule
Acquisitions and Dispositions Using Code § 351
Tax-Free Spin-Offs
Special Considerations in Taxable and Tax-Free Acquisitions Involving S Corporation
Cancellation-of-Debt Income, Net Operating Losses, and other Special Considerations in Acquiring or Restructuring Financially Distressed Company
Tax Aspects of Financing LBOs -- Debt and Preferred Stock
Tax Aspects of Structuring LBOs
Management Compensation
and Dispositions Using Partnership, LLC, or REIT
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

Introduction to and Explanation of Sample Acquisition Agreements
Taxable Purchase of Stock
Taxable Purchase of Assets
Taxable Purchase of Divisional Business
Taxable Reverse Subsidiary Merger Tax-Free Merger

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.