Corporate Mergers and Acquisitions: ALI-ABA Course of Study MaterialsAmerican Law Institute-American Bar Association Committee on Continuing Professional Education, 2009 - Consolidation and merger of corporations |
Contents
Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger | 23 |
Tax Considerations in Structuring Corporate Acquisitions | 39 |
Presentation Slides Transaction Diagrams | 121 |
Copyright | |
15 other sections not shown
Other editions - View all
Common terms and phrases
acquired action affiliates ALI-ABA antitrust applicable approval assignment balance sheet Bankr Bankruptcy Code basis bidder buyer capital cash Certificate claims closing company's confidential consent consideration contract covenants DEBEVOISE & PLIMPTON debtor defined in Section directors divestiture documents Double Dummy due diligence employees entity equity ERISA Escrow Agent Escrow Agreement exchange execution federal filing hereof income Indemnifying Parties intellectual property issuer issues liabilities lien limited merger agreement Mergers and Acquisitions negotiated obligations Omnicare operations option parties hereto patent payments PLIMPTON LLP post-closing pre-closing preferred stock prior private letter ruling purchase agreement purchase price pursuant registration reorganization representations and warranties respect Rule Schedule Section 355 security interest seller shares Spectrodyne spin-off stalking horse statements stockholders Subsidiaries Surviving Corporation target corporation target shareholders tax-free taxable termination trade secrets trademarks transactions contemplated transfer