Anatomy of a Merger: Strategies and Techniques for Negotiating Corporate Acquisitions
"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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BY WAY OF INTRODUCTION
STRUCTURING THE TRANSACTION
AN OVERVIEW OF
PURCHASE PRICE CONSIDERATIONS
REPRESENTATIONS AND WARRANTIES
Scene 2Baiting the Trap
Scene 3What Do They Teach These Kids in Law School Nowadays?
Scene 4Oil on the Troubled Waters
Scene 5Laying the Groundwork
Scene 6The Stage is Set
Scene 7St Crispins Day
Scene 8What Can We Give Them?
Scene 9What Can We Get?
FROM SIGNING TO CLOSING
THREE SPECIAL SITUATIONS
The Use of Independent Professionals
Style as Well as Substance
A GUIDED TOUR
THE JOURNEY FROM INITIAL NEGOTIATIONS THROUGH THE LETTER OF INTENT
Scene 2Fencing for Position
Scene 3Getting Down to Brass Tacks
Scene 4Putting It in Black and White
Scene 5Buttoning It Up
TAKING US FROM CONTRACT NEGOTIATIONS TO THE SIGNING OF THE ACQUISITION AGREEMENT
Scene 10The Layingon of Hands
Scene 11Between us Professionals
Scene 12Never Leave Well Enough Alone
A VIEW OF THE PERIOD AFTER THE SIGNING THROUGH THE CLOSING
Scene 2Consorting with the Enemy
Scene 3Seeds of the CoverUp
Scene 4Reason Prevails
Scene 5In the Nick of Time
Scene 6The Moment of Truth
Scene 7The Big Stall
Scene 8The Main Event
accepted accounting principles accounting acquired acquisition agreement agree agreement in principle assets assume audited balance sheet bargaining basis buyer cash chaser claim client closing compromise condition consent contingent corporate covenants deal disclosure schedule discussed in Section document draft earnings earnout effect employee employment contract entitled escrow example fact financial statements indemnification involved issue liabilities litigation matter ment merger negotiating number of shares obligation particular period pooling position prior problem provision proxy statement prudent public companies purchase price purchaser's attorney purchaser's counsel purchaser's stock purr question reason received reference registration rights registration statement representations Representing the seller result Rule sagacity securities seller's attorney seller's business seller's counsel seller's lawyer seller's stockholders selling stockholders serpentine signing situation somnolent specific stratosphere subsidiary tender offer third party tion transaction typical usually vote warranty York Law Journal