The definitive guide to getting deals done right. More than ten thousand mergers and acquisitions occur annually in the US, many among small- and mid-sized companies. These complex transactions can be an effective growth strategy, but they carry significant risk. Mergers and Acquisitions from A to Z helps guard against costly mistakes. Expert advice, case studies, checklists, and sample documents walk you through every step of the process-from valuation to securities laws to closing and successful integration. Covering the latest trends and regulatory developments, the fourth edition explains how to: Prepare for and initiate a deal * Create a letter of intent * Conduct due diligence * Structure profitable deals * Calculate the purchase price * Raise capital * Keep transactions on track * Understand the roles and risks for boards * Manage postclosing challenges * And more When done properly, mergers and acquisitions let companies eliminate rivals, extend territory, and diversify offerings. This trusted resource delivers the strategic and legal guidance you need to make the most of every deal.
From the Back Cover Advance Praise for Mergers and Acquisitions from A to Z Middle market M&A transactions are increasing in number and complexity in today's rapidly changing environment. The future looks extremely bright, with an abundance of debt and equity capital on the buy-side, and much more to come with the new tax laws. Principals and M&A advisors need to have a navigational guide to cut through the fog and weather the storm. As a thought leader helping us to launch the middle market's first M&A training and credentialing program, we believe Andrew Sherman's 4th edition of Mergers and Acquisitions from A to Z is that guide...a must-read on the essential legal and strategic aspects to get and close more deals! -- Michael R. Nall, CPA, CM&AA, CGMA, Founder, Alliance of Merger & Acquisition Advisors (The Alliance), Co-Founder, MidMarket Alliance Praise for the Third Edition: All together, I found Sherman's book to be an excellent resource, an eye-opener, useful for M&A professionals at all experience levels, and highly recommend this read. -- Parnell Black, MBA, CPA, CVA, NACVA's Chief Executive Officer As prolific a writer as Andrew Sherman is, he always substantially contributes to and enhances the M&A literature and canon when he picks up his pen. This is a must-read for anyone contemplating an M&A transaction or advising on one. -- Dennis J. Roberts, Chairman, The Middle Market Investment Banking Association and author of An Insider's Guide to the Purchase and Sale of Middle Market Business Interests A comprehensive, straightforward, authoritative, and surprisingly reader-friendly how-and-whether-to-do-it handbook on acquiring, selling, and merging companies. It includes everything you need to know. It contains all the questions to ask; the factors to consider in deciding whether and when to buy or sell and how to weigh them; the checklists to create; and the pitfalls to guard against. The absence of unnecessary jargon is as refreshing as the material is enlightening. -- Joel L. Fleishman, Professor of Law and Public Policy, Terry Sanford Institute of Public Policy, Duke University This is a very useful book for the corporate, small business, or startup manager who must quickly come up to speed on what's involved in acquiring another company or being acquired. -- John Taylor, Senior Vice President, National Venture Capital Association
From the front Cover When companies seek to accelerate growth, boost revenue, improve cash flow, achieve economies of scale, or outmaneuver competitors, one strategy stands out: mergers and acquisitions. Thousands of small and mid-sized companies enter into these complex deals every year, resulting in significant benefits...but also setbacks and legal snarls along the way. Mergers and Acquisitions from A to Z provides a comprehensive roadmap to successfully navigating the process--from initial consideration to closing and integration--while avoiding common mistakes, such as overpaying, rushing due diligence, miscalculating risk, or overestimating synergies between two companies. From valuation and deal structure to tax and securities laws, this complete, trusted resource shows buyers and sellers which steps to take and in which order, what documents to complete, and how to get the most value from every transaction--all crucial for keeping the process on track. New chapters cover the importance of purchase agreements and warranty insurance, special challenges and opportunities in cross-border transactions, and the role boards play as they guide executives in making well-informed, legally sound buy-or-sell decisions. Packed with up-to-date tools, checklists, sample documents, case studies, and insights on market conditions, trends, and regulatory developments, the fourth edition explains how to: - Prepare for and initiate the deal, addressing buyers' and sellers' needs - Create a letter of intent, selecting from binding, nonbinding, or hybrid - Conduct due diligence, performing in-depth legal, financial, and operational analysis - Assess regulatory considerations, such as environmental, antitrust, securities, and labor laws - Structure the deal in ways that positively impact taxes, shareholders, accounting processes, and other financial areas - Determine which valuation methods to use and recognize why the actual purchase price may vary - Obtain the best financing option, choosing from equity financing, seller financing, asset-based lending, venture capital, securities, and more - Overcome the challenges of merging personnel, corporate cultures, information systems, and accounting methods - Weigh alternatives to M&A, such as joint ventures, franchising, technology, and merchandise licensing Mergers and acquisitions are some of the most complex transactions business leaders face. Wrong moves can derail the deal, or leave you worse off than you started. But joining companies together can also have a powerful impact on growth, cash flow, market reach, and profitability. Mergers and Acquisitions from A to Z delivers every piece of information you need to get the deal done right. Andrew J. Sherman is a partner in the Corporate and M&A Department at the law firm Seyfarth Shaw, where he advises both Fortune 500 and emerging growth companies. A top-rated adjunct professor in the MBA program at the University of Maryland and at Georgetown University Law School, he is also the author of Raising Capital and Franchising & Licensing and related books on business growth strategies.