Negotiated Acquisitions of Companies, Subsidiaries and Divisions

Negotiated Acquisitions of Companies, Subsidiaries and Divisions
Author: Lou R. Kling
Publisher: Law Journal Press
Total Pages: 1528
Release: 2023-12-28
Genre: Business & Economics
ISBN: 9781588520562

This law book includes advice on corporate business structuring deals, negotiating agreements, identifying issues and solving the real problems that are likely to arise during the acquisition.

Negotiated Acquisitions of Companies, Subsidiaries and Divisions

Negotiated Acquisitions of Companies, Subsidiaries and Divisions
Author: Lou R. Kling
Publisher:
Total Pages:
Release: 2018
Genre:
ISBN: 9781588521989

Learn the "shop secrets" that can help you negotiate the labyrinths of mergers and acquisitions. This masterful resource analyzes the relevant law and provides a strong dose of practice. It includes advice on structuring deals, negotiating agreements, identifying issues and solving the real problems that are likely to arise during the acquisition. The authors, skilled veterans of numerous corporate transactions, provide expert practical guidance, from the planning stages to post-closing.Negotiated Acquisitions of Companies, Subsidiaries and Divisions is divided into several parts: planning transactions and advising boards; general and special provisions of the acquisitions agreement; and special topics, such as LBOs and troubled companies. You'll find everything from basic corporate, tax and accounting considerations to detailed analysis of representations, warranties, covenants and closing conditions. Novices as well as experienced practitioners will benefit from discussions of: mergers of equals; cash election mergers; fairness opinions; Sarbanes-Oxley; special committees of disinterested directors; intellectual property concerns; due diligence; and much more. You'll also learn about the latest developments, including techniques for handling economic uncertainty and stock market instability.

Corporate Acquisitions and Mergers in the United Kingdom

Corporate Acquisitions and Mergers in the United Kingdom
Author: Nilufer von Bismarck
Publisher: Kluwer Law International B.V.
Total Pages: 188
Release: 2018-09-26
Genre: Law
ISBN: 9403505540

Derived from Kluwer’s multi-volume Corporate Acquisitions and Mergers, the largest and most detailed database of M&A know-how available anywhere in the world, this work by a highly experience partner at the leading international law firm Slaughter and May provides a concise, practical analysis of current law and practice relating to mergers and acquisitions of public and private companies in the United Kingdom. The book offers a clear explanation of each step in the acquisition process from the perspectives of both the purchaser and the seller. Key areas covered include: structuring the transaction; due diligence; contractual protection; considera tion; and the impact of applicable company, competition, tax, intellectual property, environ mental and data protection law on the acquisition process. Corporate Acquisitions and Mergers is an invaluable guide for both legal practitioners and business executives seeking a comprehensive yet practical analysis of mergers and acquisitions in the United Kingdom. Equivalent analyses of M&A law and practice in some 50 other jurisdictions, all contributed by leading law firms, are accessible on-line at www.kluwerlawonline.com. under Corporate Acquisitions and Mergers.

Intellectual Property Assets in Mergers and Acquisitions

Intellectual Property Assets in Mergers and Acquisitions
Author: Lanning G. Bryer
Publisher: John Wiley & Sons
Total Pages: 458
Release: 2002-10-15
Genre: Business & Economics
ISBN: 0471267791

An up-to-date and in-depth examination of intellectual property issues in mergers and acquisitions In mergers and acquisitions, intellectual property assets can be especially difficult to accurately value, most notably in rapidly evolving high-tech industries. Understanding the factors that create value in intellectual property assets, and the part such assets play in both domestic and international mergers, is vitally important to anyone involved in the merger and acquisition process. This book provides an overview of the intellectual property landscape in mergers and acquisitions and thoroughly covers important topics from financial and accounting concerns to due diligence and transfer issues. Bringing together some of the leading economists, valuation experts, lawyers, and accountants in the area of intellectual property, this helpful guide acts as an advisor to business professionals and their counsel who need answers for intellectual property questions. The valuation methods presented here are simple and don't require a background in finance. Whether you're a manager or executive, an accountant or an appraiser, Intellectual Property Assets in Mergers and Acquisitions offers all the expert help you need to better understand the issues and the risks in intellectual property assets in mergers and acquisitions.

Mergers and Acquisitions Handbook for Small and Midsize Companies

Mergers and Acquisitions Handbook for Small and Midsize Companies
Author: Thomas L. West
Publisher: John Wiley & Sons
Total Pages: 472
Release: 1997-04-11
Genre: Business & Economics
ISBN:

In this book - the only mergers and acquisitions guide that focuses on small and midsize companies - experts from every profession and specialty related to the sale or acquisition of a business lead buyers and sellers step by step through each phase of the M & A process. Their aim is to help both parties avoid hazards and mistakes and arrive at a fair and mutually profitable arrangement. With 36 self-contained chapters that can be read in sequence or consulted independently, Mergers and Acquisitions for Small and Midsize Companies is both a comprehensive M & A tutorial for newcomers to the process and an indispensable reference for professionals involved in any aspect of the buying and selling of small and midsize companies.

The Liability of the Holding Company for the Debts of its Insolvent Subsidiaries

The Liability of the Holding Company for the Debts of its Insolvent Subsidiaries
Author: Andrew Muscat
Publisher: Routledge
Total Pages: 540
Release: 2016-12-05
Genre: Law
ISBN: 1351886819

This work deals with the liability of the holding company for the debts of its insolvent subsidiaries. In analyzing the current position under English law, the work challenges as outmoded and inadequate the virtual dogma that a holding company is not answerable for the debts of its insolvent subsidiaries. The study identifies four separate and distinct types of behavioural practices within corporate groups which may prejudice the interests of external creditors or otherwise constitute an abuse of the corporate form; the subservient subsidiary situation; the inadequately financed subsidiary situation; the integrated economic enterprise situation; and the group persona situation. After weighing the various arguments for and against a change in the law and concluding that reform is called for, the study proceeds to submit some radical proposals for reform. The basic thrust of the reform proposals is that in a number of well-defined situations entity law should give way to an enterprise analysis and holding company liability should be imposed for the debts of insolvent subsidiaries.

Partnerships, Joint Ventures & Strategic Alliances

Partnerships, Joint Ventures & Strategic Alliances
Author: Stephen I. Glover
Publisher: Law Journal Press
Total Pages: 736
Release: 2003
Genre: Business & Economics
ISBN: 9781588520555

Helps you dissect any proposed transaction, spot the issues that need to be addressed, and achieve a successful outcome. This book includes discussions on: building a successful partnership, joint venture and strategic alliance; choice of entity considerations; fiduciary duties; tax and regulatory issues; and the role of lawyers.

Militainment, Inc.

Militainment, Inc.
Author: Roger Stahl
Publisher: Routledge
Total Pages: 396
Release: 2009-12-04
Genre: Games & Activities
ISBN: 113583749X

Militainment, Inc. offers provocative, sometimes disturbing insight into the ways that war is presented and viewed as entertainment—or "militainment"—in contemporary American popular culture. War has been the subject of entertainment for centuries, but Roger Stahl argues that a new interactive mode of militarized entertainment is recruiting its audience as virtual-citizen soldiers. The author examines a wide range of historical and contemporary media examples to demonstrate the ways that war now invites audiences to enter the spectacle as an interactive participant through a variety of channels—from news coverage to online video games to reality television. Simply put, rather than presenting war as something to be watched, the new interactive militainment presents war as something to be played and experienced vicariously. Stahl examines the challenges that this new mode of militarized entertainment poses for democracy, and explores the controversies and resistant practices that it has inspired. This volume is essential reading for anyone interested in the relationship between war and media, and it sheds surprising light on the connections between virtual battlefields and the international conflicts unfolding in Iraq and Afghanistan today.

Joint Ventures and Shareholders' Agreements

Joint Ventures and Shareholders' Agreements
Author: Susan Singleton
Publisher:
Total Pages:
Release: 2017
Genre: Corporations
ISBN: 9781784516949

Baffled by joint venture and shareholder agreements? Guidance on the new PSC Register is just one of the things that small businesses need to understand. Helping you to identify the central issues involved in joint venture transactions, take effective instructions and draft good documentation using precedents, case studies and checklists. Now covers: Small Business, Enterprise and Employment Act 2015 (including the official guidance on new register of Persons of Significant Control (PSC Register) Latest tax rates and changes (including corporation and capital gains tax 2017/18 and entrepreneurs' relief) EU merger law changes (including the mergers simplification package and UK merger law changes) Key content includes: Preliminary considerations A discussion of the nature of joint ventures and shareholders' agreements Financing the venture Tax and accounting considerations for UK corporate joint ventures Regulatory matters Employment and pension issues Key issues in structuring and drafting UK corporate joint venture documentation and shareholders' agreements Deadlock and minority protection Voting rights and board representation Restrictive covenants Joint ventures and shareholders' agreements in practice Articles of association Transfers of assets EU and UK Competition law including Brexit issues.