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

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

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.