Mergers and Acquisitions Business Strategies for Accountants, 3rd Edition

About the Authors.

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.

William J. Gole is a business consultant, educator, and author of professional books and continuing professional education courses for accountants and other financial professionals. From 1986 to 2003, he was a senior executive at a number of operating companies affiliated with The Thomson Corporation. Most recently, he was senior vice president, Planning and Business Development, at Thomson Healthcare, a $500 million information company serving healthcare professionals with database, newsletter, and medical education products. In that capacity he had responsibility for strategic planning and M&A activity, and managed the acquisition and divestiture of over 50 properties.
Prior to that assignment, he was senior vice president for Worldwide Sales and Services for Thomson Scientific, an internationally renowned scientific database publisher with offices in Philadelphia, San Diego, London, Tokyo, Seoul, and Singapore. In that role, he had responsibility for international sales, customer education, and customer service.
He has also held positions as president and chief executive officer of Frost & Sullivan, an international market research publisher; as publisher at the American Institute of CPAs; and as senior auditor with Coopers & Lybrand.
Mr. Gole has authored or co-authored several books, including Guide to Small Business Consulting Engagements and Guide to Construction Contractors, published by Practitioners Publishing Company, and over 20 continuing professional education courses on accounting and consulting services. He has also taught accounting and business courses at a number of colleges and universities in the New York metropolitan area, and currently teaches a course on International Business at Molloy College in Rockville Centre, New York.

Joseph M. Morris is an accounting, tax, and general business consultant and an author of professional books for practicing accountants and other financial professionals. From 1988 to 1990, he was a project manager for the Financial Accounting Standards Board. At the FASB, Mr. Morris was responsible for the major project on consolidations and related matters, which included accounting for consolidated financial statements and parent-subsidiary relationships, accounting for acquisitions, and accounting for joint ventures. He was also the FASB staff specialist in accounting for the software industry.
From 1966 to early 1999, he was senior vice president and chief financial officer and a member of the board of directors of ITEX Corporation, a publicly traded company, which provides diversified financial services and operates the largest organized commercial barter exchange. Previously, he was vice president and corporate controller of Scientific Software-Intercomp, Inc., a publicly traded Nasdaq company.
Earlier in his career, Mr. Morris worked extensively on acquisitions in private industry while with Lone Star Industries, Inc., and in public accounting while with Coopers & Lybrand LLP.
Mr. Morris has authored several other Wiley books, including Software Industry Accounting, which received the Association of American Publishers award for Best New Professional Book in Accounting Practice for 1993. The first edition of his book, Mergers and Acquisitions, received the Association of American Publishers award for Best New Professional Book in Accounting Practice for 1995.