Anatomy of a Merger: Strategies and Techniques for Negotiating Corporate Acquisitions

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Law Journal Press, 1975 - Law - 559 pages
4 Reviews
"Magnificent ... An indispensable desk book for acquisition lawyers." --Martin Lipton; Wachtell, Lipton Rosen & Katz, New York

Anatomy of a Merger: Strategies and Techniques for Negotiating Corporate Acquisitions is a unique guide to handling a corporate acquisition negotiation successfully. Some of its advice is geared towards effectuating workable compromises that satisfy the interests of all parties; some is aimed at getting a leg up on your adversaries. One of the book's principal points is how these twin, seemingly antithetical goals can and should be attained.

At the outset, Mr. Freund explores the fencing for position that goes on during preliminary negotiations, when many of the basic issues vital to the deal are resolved. Later chapters analyze: the basic acquisition agreement; bargaining techniques applicable to substantive issues such as purchase price, representations and warranties, and indemnification; and employment contracts. The author also examines the period between signing and closing--a time when things can and do go wrong. Anatomy of a Merger: Strategies and Techniques for Negotiating Corporate Acquisitions suggests tactics to use--and tactics to guard against. It contains analysis so shrewd, so insightful, so skillfully written, that once you begin reading it, you'll find yourself reluctant to put it down.

Book ⤞ casebound, one volume, 559 pages; published in 1975. ISBN: 978-1-58852-000-5.
 

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Contents

BY WAY OF INTRODUCTION
1
NEGOTIATING TECHNIQUES
9
PRELIMINARY NEGOTIATIONS
53
STRUCTURING THE TRANSACTION
75
AN OVERVIEW OF
139
PURCHASE PRICE CONSIDERATIONS
175
REPRESENTATIONS AND WARRANTIES
229
COVENANTS CONDITIONS
285
Scene 2Baiting the Trap
497
Scene 3What Do They Teach These Kids in Law School Nowadays?
500
Scene 4Oil on the Troubled Waters
501
Scene 5Laying the Groundwork
503
Scene 6The Stage is Set
509
Scene 7St Crispins Day
510
Scene 8What Can We Give Them?
520
Scene 9What Can We Get?
522

REGISTRATION RIGHTS
325
INDEMNIFICATION
363
EMPLOYMENT CONTRACTS
389
FROM SIGNING TO CLOSING
419
THREE SPECIAL SITUATIONS
449
The Use of Independent Professionals
471
Style as Well as Substance
475
A GUIDED TOUR
479
THE JOURNEY FROM INITIAL NEGOTIATIONS THROUGH THE LETTER OF INTENT
481
Scene 2Fencing for Position
482
Scene 3Getting Down to Brass Tacks
483
Scene 4Putting It in Black and White
489
Scene 5Buttoning It Up
492
TAKING US FROM CONTRACT NEGOTIATIONS TO THE SIGNING OF THE ACQUISITION AGREEMENT
495
Scene 10The Layingon of Hands
523
Scene 11Between us Professionals
527
Scene 12Never Leave Well Enough Alone
528
Scene 14Congratulations
529
A VIEW OF THE PERIOD AFTER THE SIGNING THROUGH THE CLOSING
530
Scene 2Consorting with the Enemy
531
Scene 3Seeds of the CoverUp
532
Scene 4Reason Prevails
533
Scene 5In the Nick of Time
537
Scene 6The Moment of Truth
538
Scene 7The Big Stall
539
Scene 8The Main Event
540
INDEX
541

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About the author (1975)

Mr. Freund is of counsel to Skadden, Arps, Slate, Meagher & Flom LLP and is located in the New York office. He is also the author of Lawyering: A Realistic Approach to Legal Practice published by Law Journal Press.

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