Mergers and Acquisitions Business Strategies for Accountants, 3rd Edition

Preface.

CHAPTER1: MERGER AND ACQUISITION OVERVIEW.

1.1 Introduction.

1.2 Central Role of Strategic Planning in the Merger and Acquisition Process.

1.3 Types of M&A Activity.

1.4 Transaction Overviews.

1.5 Role of the Financial Manager in Mergers and Acquisitions.

CHAPTER 2: CANDIDATE SEARCH AND QUALIFICATION.

2.1 Introduction.

2.2 Overview of the Search and Qualification Process.

2.3 Creation of a Core Acquisition Team.

2.4 Search Effort.

2.5 Candidate Screening.

Appendix 2A Acquisition Charter.

CHAPTER 3: VALUATION AND PRELIMINARY AGREEMENT.

3.1 Introduction.

3.2 Valuation Overview.

3.3 Valuation Modeling.

3.4 Acquirer’s Internal Approval to Proceed.

3.5 Establish a Mutual Understanding of Broad Terms of the Transaction.

3.6 Documentation of the Broad Terms of the Transaction.

3.7 Request for Information to Be Used in Due Diligence.

Appendix 3A A Survey of Valuation Methodology and Techniques.

Appendix 3B Illustration of Letter of Intent.

Appendix 3C Illustrative Information Request.

CHAPTER 4: PREPARING FOR AND EXECUTING DUE DILIGENCE.

4.1 Introduction.

4.2 Creation of the Due Diligence Team.

4.3 Development of the Due Diligence Program.

4.4 Planning Due Diligence.

4.5 Conducting Due Diligence.

4.6 Reporting on Due Diligence.

4.7 Variation on the Theme: Auctions.

Appendix 4A Acquisition Due Diligence Checklist.

CHAPTER 5: CONTRACT AND CLOSE.

5.1 Introduction.

5.2 Elements of the Agreement.

5.3 Supporting Documents.

Appendix 5A Illustration of Stock Purchase Agreement.

Appendix 5B Illustration of Assets Purchase Agreement.

CHAPTER 6: POSTACQUISITION INTEGRATION.

6.1 General.

6.2 Pre–Due Diligence Phase.

6.3 Due Diligence Phase.

6.4 Post–Close Phase.

6.5 Overview of the Process.

6.6 Areas of Focus.

6.7 Conclusion.

Appendix 6A Guidelines for Managers and Executives.

CHAPTER 7: FINANCING.

7.1 Introduction.

7.2 Business Plans and Their Uses.

7.3 Financing Resources.

CHAPTER 8: SALES AND DIVESTITURES.

8.1 Introduction.

8.2 Sale of an Entire Business.

8.3 Divestitures.

Appendix 8A Illustrative Divestiture Timeline.

CHAPTER 9: FEDERAL INCOME TAXATION OF ACQUISITIONS.

9.1 General.

9.2 Taxable Acquisitions.

9.3 IRC Section 338.

9.4 Tax-Free Mergers and Acquisitions.

9.5 Tax Losses and Tax Credit Carryovers of Acquired Corporations.

9.6 Miscellaneous Tax Considerations.

CHAPTER 10: PURCHASE ACCOUNTING.

10.1 General Principles of Purchase Accounting.

10.2 Determining the Cost of an Acquisition.

10.3 Recording Assets Acquired and Liabilities Assumed.

10.4 Purchase Accounting in Special Areas.

10.5 Income Tax Accounting.

10.6 Record Keeping for Purchase Accounting Acquisitions.

10.7 Financial Reporting of a Purchase Acquisition.

10.8 Illustrations of Purchase Accounting.

CHAPTER 11: SECURITIES AND EXCHANGE COMMISSION AND OTHER REGULATORY REQUIREMENTS.

11.1 Overview of Regulatory Environment.

11.2 Securities Law Requirements upon Merger or Acquisition.

11.3 Solicitation and Preparation of Proxies.

11.4 Tender Offers.

11.5 SEC Financial Reporting Requirements.

11.6 Antitrust Regulations.

11.7 Other Regulations.

Appendix 11A Significant SEC Regulatory and Accounting Pronouncements.

Index.