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Mergers and Acquisitions from A to Z [Hardcover]

Andrew J. Sherman (Author), Milledge A. Hart (Author)
4.3 out of 5 stars  See all reviews (7 customer reviews)


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Hardcover, January 3, 2006 --  

Book Description

January 3, 2006
Completely updated for today's market, the classic guide to mergers and acquisitions, "Mergers and Acquisitions from A to Z", demystifies the entire process. The book provides extensive information on the entire transaction, and covers the latest trends and best practices. For those already involved in M&A deals or simply considering a move in that direction, this book is a must-have resource.


Editorial Reviews

Review

"""Mergers & Acquisitions from A to Z is 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

""Mergers & Acquisitions from A to Z is a must-read for every entrepreneur driving a fast-growth company. The authors’ characterization of the latest trends and best practices empower the deal maker with the ability to see around the corner and sidestep disaster.""

-- Richard T. Cole, CEO, Geeks On Call America, Inc.

""As an attorney, there is no better resource for a dealmaker than Andrew Sherman. [He is] a highly rated instructor for our M&A certification program at NYU, [and] his book should be made required reading for every middle-market transaction advisor.""

-- Michael R. Nall, CPA, CM&A,

Founder, Alliance of Merger & Acquisition Advisors

""This book is a treasure trove of very useful information for both buyers and sellers in corporate mergers & acquisitions. [The authors have] kept the pace moving by providing just the right information. It is extremely well written with examples and tools that buyers and sellers can use right out of the box as they firm up their M&A strategies. I highly recommend this book as a key ingredient for any corporate M&A department.""

-- Shiv Krishnan, President & CEO, INDUS Corporation

""Sherman and Hart have done a terrific job assembling and synthesizing the basic, yet critical, issues to be aware of before/during/after the deal. A well-rounded, up-to-date primer filled with pragmatic information that will serve as an excellent reference regardless the reader's M&A experience."" -- Edward J. Hayes, Jr.

Executive Vice President and Chief Financial Officer

Quantum Corporation

""After reading Andrew's book, it became clear that his insight and processes assist entrepreneurs looking to expand their businesses. Andrew's book offers guidance for non-U.S.-based businesses considering mergers and acquisitions in the United States.""

-- Nancye Miller, CEO, the Entrepreneurs' Organization"

Book Description

"Mergers and acquisitions are among the most powerful and versatile growth tools employed by companies of all sizes and in all industries. A well-timed purchase or a well-planned merger can boost both the immediate financial position and the long-term outlook for your organization.

Conversely, these transactions can quickly spell your company’s doom if they are not conceived and executed carefully, legally, and sensibly. Whether you’re an M&A veteran or find yourself at the table for the first time, it’s crucial to have an authoritative, soup-to-nuts reference to guide you through the many complex steps involved in these major business strategies.

Mergers & Acquisitions from A to Z is a practical, hands-on resource for M&A participants on all sides of the transaction. The fully updated second edition covers the latest trends and best practices for structuring profitable deals, new rules and regulations in the age of the Sarbanes-Oxley act, and more. Clear and jargon-free, this authoritative book begins with a thorough overview, and then gives you extensive knowledge of the entire transaction process including:

* Preparing for a Merger or Acquisition and Initiating the Deal. Understanding both the seller’s and buyer’s perspective is key, regardless of what your own role is in the transaction.

* Preliminary Considerations and Documentation. The authors present the pros and cons of creating a letter of intent, and how to decide which kind to use (binding, non-binding, or hybrid).

* Due Diligence. A thorough legal, financial, and operational analysis of the target business will identify and quantify any areas of concern.

* Regulatory Considerations. These include general areas such as environmental, antitrust, securities, and others, as well as those issues specific to your industry or the situation.

* Structuring the Deal. The architecture of the transaction will have profound effects on tax, accounting, shareholder, and other financial considerations for all the businesses involved.

*Valuation and Pricing. Learn which valuation methods to use, and why the established value is only one component in calculating the actual purchase price.

* Financing. How to determine if seller financing, venture capital, securities, and/or other alternatives are proper choices for your transaction.

The book also offers complete sample documents including acquisition agreements and other legally required papers, strategies for alleviating post-closing challenges, and ""managing the deal-killers,"" the all-too-common mistakes and pitfalls that can derail even the most promising mergers and acquisitions. Finally, the authors take a look at a few of the alternatives to the M&A approach, including joint ventures, franchising, licensing, strategic alliances, and many others.

The power your company can generate in concert with another is immense. With Mergers & Acquisitions from A to Z, you’ve got the crucial information and versatile tools to make the connection stronger, more durable, and more profitable for all involved."


Product Details

  • Reading level: Ages 17 and up
  • Hardcover: 288 pages
  • Publisher: AMACOM; 2nd edition (January 3, 2006)
  • Language: English
  • ISBN-10: 081440880X
  • ISBN-13: 978-0814408803
  • Product Dimensions: 9.3 x 6.7 x 1.1 inches
  • Shipping Weight: 1.2 pounds
  • Average Customer Review: 4.3 out of 5 stars  See all reviews (7 customer reviews)
  • Amazon Best Sellers Rank: #662,307 in Books (See Top 100 in Books)

More About the Author

Andrew J. Sherman is a partner at Jones Day in the Washington, DC office (ajsherman@jonesday.com) and focuses his practice on issues affecting business growth for companies at all stages, including developing strategies to leverage intellectual property and technology assets, as well as international corporate transactional and franchising matters. He has served as a legal and strategic advisor to dozens of Fortune 500 companies and hundreds of emerging growth companies.

Andrew has represented U.S. and international clients from early stage, rapidly growing start-ups, to closely held franchisors and middle market companies, to multibillion dollar international conglomerates. He also counsels on issues such as franchising, licensing, joint ventures, strategic alliances, capital formation, distribution channels, technology development, and mergers and acquisitions.


Andrew's practice involves general corporate law, franchising, emerging business, mergers and acquisitions, intellectual property transactions, and capital formation. He has served as securities counsel on a wide variety of private and public offerings and as transactional counsel to buyers and sellers in mergers, acquisitions, spin-offs, leveraged buyouts, acquisitions of and reorganizations for chapter 11 companies, and management buyouts. He prepares, negotiates, and reviews loan proposals and general corporate and business agreements such as shareholders agreements, extensive employment contracts, distribution and sales agency agreements, joint venture agreements, technology transfer agreements, and related corporate documentation.


Andrew has served as counsel in a diverse range of business industries, including high-technology, specialty retailing, consumer electronics manufacturers, restaurants, automotive aftermarket services, Internet service providers, database management companies, financial services and venture capital, communications, manufacturing, health care services, recreation and entertainment, transportation, and computer services. He also has served as counsel on international corporate matters in more than 30 countries.


Andrew is a member of the American Bar Association, the Association for Corporate Growth, the Licensing Executives Society, International Franchise Association, the board of directors of the National Foundation for Teaching Entrepreneurship, and the board of advisors to the National Commission of Entrepreneurship. He also is general counsel to the Young Entrepreneurs Organization and serves on the Executive Biz Potomac Officers Council. He serves as an adjunct professor in the M.B.A. programs at the University of Maryland and at Georgetown University.


Andrew is author of 17 books on the legal and strategic aspects of business growth, franchising, capital formation, and the leveraging of intellectual property. He has written many articles on similar topics for a variety of trade and business publications. He is a frequent speaker at conferences hosted by organizations such as the Council of Growing Companies and the International Franchise Association. He regularly appears as a guest on programs such as CNN's "Managing and DayWatch," NPR's "Talk of the Nation," and CBS News Radio, among others. He is frequently interviewed on legal topics by The Wall Street Journal, USA Today, Forbes, U.S. News & World Report, as well as by many other renowned publications.



Honors and Distinctions
Ranked in the 2007 and 2008 editions of Chambers USA: America's Leading Lawyers for Business as a leading individual in the area of corporate/M&A and private equity for the District of Columbia; received the University of Maryland at College Park's Krowe Excellence in Teaching Award for his "wealth of practical experience in venture creation and financing" and "ability to inspire students and get them excited about entrepreneurship" in 2008; and named to the Greater Washington "Legal Elite" list by Washington SmartCEO in 2006.



 

Customer Reviews

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Average Customer Review
4.3 out of 5 stars (7 customer reviews)
 
 
 
 
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Most Helpful Customer Reviews

2 of 3 people found the following review helpful:
4.0 out of 5 stars Good book, October 23, 2010
Amazon Verified Purchase(What's this?)
This review is from: Mergers and Acquisitions from A to Z (Hardcover)
Got the book on-time. It is not a book that would teach you basics and techniques of valuations. This book delves in to mechanics of M&A (mid-market deals). Well written.
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5.0 out of 5 stars Mergers and Acquisitions from A to Z Third Edition, October 20, 2011
I recently read the complete Third Edition of this book and it is a significant improvement over the highly regarded and readible Second Edition. I have read many books on M&A and this book is distinguised for its thorough anlaysis of the topic in a highly understandable format. I have cited the book in articles I have written and unhesitatingly recommend this edition to professionals and business owners wishing to become knowledgeabe on this powerful topic. Clearly, the author has a storehouse of experience in this field and he passes along myriad insights on getting the deal right. I particularly appreciate the emphasis on defining technical terms and clearly indicating the appropriate steps to take in getting to "yes." There are so many ways for a deal to go wrong, it is refreshing to read a thorough analysis of keeping the transaction process on point. I cannot wait for the eventual Fourth Edition some day. Knowing the precision of the prior editions, it will be a rewarding study as well.

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4.0 out of 5 stars Great book..., February 7, 2011
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This review is from: Mergers and Acquisitions from A to Z (Hardcover)
I think this book is very well written and so informative. I am a finance professional who always wanted to improve my knowledge in legal side of M&A transactions. I found this very useful.
Thanks!
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Inside This Book (learn more)
First Sentence:
Over the past decade, we have seen countless examples of companies, such as General Electric, Citigroup and Cisco, that have grown dramatically and built revenues through an aggressive acquisition program. Read the first page
Key Phrases - Statistically Improbable Phrases (SIPs): (learn more)
asset purchase agreement, indemnifying party, franchising program, acquiring person, offering memorandum, acquisition plan, acquisition team, acquisition financing, acquisition agreement, voting securities, proposed transaction, legal audit, loan proposal, deal killers, binding terms, definitive documents
Key Phrases - Capitalized Phrases (CAPs): (learn more)
Indemnified Party, Third Party Claim, Letter Agreement, United States, Balance Sheet Date, Claim Notice, Hazardous Material, Liability Act, Assumed Liabilities, Excluded Liabilities, Growth Strategy Alternative, Indemnification Threshold, Licensed Products, Scheduled Contracts, Short-Term Note, Toxic Substances Control Act
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