When structuring mergers and acquisitions, there's only one way to be
sure that you've thought of all the tax and legal consequences: rely on
Martin D. Ginsburg,
Jack S. Levin and
Donald E.Rocap as you plan, develop, and execute your M&A
strategy. In this five-volume print set and CD-ROM combo, these expert
practitioners offer you:
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Solutions to real-life M&A problems as they arise in negotiations
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Step-by-step analysis of typical and non-typical mergers transactional
permutations
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Checklists, flow charts, and other at-a-glance mergers practice materials
Whether you represent the buyer, the seller, or another interested party, you
can go straight to a model M&A agreement that gives you:
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A complete document structured to embody your client's M&A interests
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Clauses addressing a wide variety of specific mergers situations
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Specific language for even the smallest mergers and acquisitions variations
you're likely to encounter
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Includes CD-ROM containing Mergers, Acquisitions, and Buyouts: Sample
Acquisition Agreements
Mergers, Acquisitions, and Buyouts is recently updated with:
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New step-by-step methods for structuring transactions, with tax, SEC,
corporate, HSR, accounting and other mergers considerations
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New table summarizing and contrasting terms of pro-buyer, pro-seller, and
neutral stock & asset purchase agreements
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New mergers legislation, M&A regulations, rulings, and court
decisions impacting M&A transactions
View the Highlights for this title.
Volumes 1 - 4: Transactional Analysis
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Introduction: M&A
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Taxable Purchase of T's Stock and Taxable Reverse Subsidiary Merger
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Taxable Purchase of T's Assets and Taxable Forward Merger
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Taxable Acquisitions: Acquisition Expenses, Allocation of Stepped-Up Basis,
Amortization of Intangibles, Etc.
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Unwanted M&A Assets
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Basic Tax Principles of Tax-Free Reorganizations
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Reorganizations Under "Solely for Voting Stock"
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Reorganizations Not Under "Solely for Voting Stock" Rule
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Acquisitions and Dispositions Using Code § 351
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Tax-Free Spin-Offs
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Special Considerations in Taxable and Tax-Free Acquisitions Involving S
Corporation
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Cancellation-of-Debt Income, Net Operating Losses, and Other Special
Considerations in Acquiring or Restructuring Financially Distressed Company
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Tax Aspects of Financing LBOs -- Debt and Preferred Stock
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Tax Aspects of Structuring LBOs
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Management Compensation
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Acquisitions and Dispositions Using Partnership, LLC, or REIT
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SEC, State Entity Law, ERISA Group Liability, Accounting, Fraudulent
Conveyance, Antitrust Reporting, and Other Non-Tax Considerations in Taxable
and Tax-Free Acquisitions
Volume 5: Sample Acquisition Agreements with Tax and Legal Analysis
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Introduction to and Explanation of Sample Acquisition Agreements
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Taxable Purchase of Stock
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Taxable Purchase of Assets
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Taxable Purchase of Divisional Business
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Taxable Reverse Subsidiary Merger Tax-Free Merger
