Download or read book The challenge of drafting purchase price adjustment clauses in merger acquisition contracts written by Alexander W. Nürk and published by diplom.de. This book was released on 2008-08-25 with total page 144 pages. Available in PDF, EPUB and Kindle. Book excerpt: Inhaltsangabe:Introduction: The topic of Mergers and Acquisitions (M&A) is currently on everyone s lips. No day passes by without reading about a planned or realised M&A transaction in the newspapers. The last few years have been record years for the M&A business. The year 2007 could in fact top the record year of 2006. Although, the first half of 2007 was remarkably successful, the subprime crisis of the credit markets led to a slow-down in the second half. However, M&A transactions with a transaction volume of approximately $ 4.830 billion took place worldwide in 2007. The forecasts for 2008 expect a recession of the transaction volume of up to 25 % of the previous year. Mega-deals will not make the headlines as often as in 2007, because banks became more careful in granting credits for such deals due to the subprime crisis. However, M&A International INC. (MAI) expects that the subprime crises will have only little impact on small and medium-sized M&A transactions and 2008 will still be a good year for the M&A business.Various companies have also taken advantage of the weak U.S. Dollar exchange rate and plan M&A deals overseas. Since the wind has not yet been taken out of the M&A businesses sails, the challenge of performing a successful M&A transaction remains. Like any other businesses, M&A transactions are a dynamic process which has to be accounted for. When a buyer purchases a company (target), the assets of the company cannot be held in stasis until the transaction is settled. The company is in a constant flow and its value changes constantly. This makes it hard to determine a precise purchase price that remains valid from the beginning until the end of the transaction process. Since the value of the company changes through this process, the purchase price has to be adjusted. Therefore, purchase price adjustment tools have to be part of the M&A contract to ensure so. Generally, legal counsels are assigned to draft M&A contracts for the parties. Although, an M&A team should consists not only of lawyers, but also of accountants, tax consultants and others, where every member is specialised in a certain field, the legal counsel should have a general overview, since he is the one drafting the contract. The quality of his drafting becomes apparent when disputes arise. Most lawyers have no clue about company valuation methods or the principles of orderly accounting. However, these two applications are essential when it comes to drafting [...]
Download or read book Drafting Purchase Price Adjustment Clauses in M A written by Alexander W. Nürk and published by . This book was released on 2009 with total page 146 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book is for drafters of Mergers & Acquisitions (M&A) contracts. It provides an overview of purchase price adjustment tools, manipulation issues, purchase price calculation standards and the inter-relationship of such clauses.Chapter 2 discusses the basics of M&A, such as the scope of definition for M&A, and the different motives and phases during the M&A process. Chapter 3 provides a brief introduction into company valuation methods. Various valuation methods are involved in purchase price adjustment issues, hence it is essential to know their components to obviate manipulation potentials.
Download or read book Mergers Acquisitions and Buyouts written by Martin D. Ginsburg and published by Aspen Publishers. This book was released on 2003-08-20 with total page 832 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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 Ginsburg and Levin as you plan, develop, and execute your strategy. In four information-packed volumes these expert practitioners offer you: Solutions to real-life M&A problems as they arise in negotiations Step-by-step analysis of typical and non-typical transactional permutations Checklists, flow charts, and other at-a-glance practice materials. Whether you represent the buyer, The seller, or another interested party, you can go straight to a model agreement that gives you: A complete document structured to embody your client's interest Clauses addressing a wide variety of specific situations Specific language for even the smallest variations you're likely to encounter Each model agreement is introduced and extensively annotated with detailed legal and tax analysis. and now, with just a keystroke or mouse click, you can jump To The next answer to any M&A question! the entire text of Ginsburg and Levin is here - plus it's linked electronically to cases, The Internal Revenue Code, Treasury Regulations, and Revenue Rulings.
Download or read book Drafting Purchase Price Adjustment Clauses in M a written by Alexander W. Nrk and published by Diplomica Verlag. This book was released on 2009-02 with total page 155 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book is for drafters of Mergers & Acquisitions (M&A) contracts. It provides an overview of purchase price adjustment tools, manipulation issues, purchase price calculation standards and the inter-relationship of such clauses. Chapter 2 discusses the basics of M&A, such as the scope of definition for M&A, and the different motives and phases during the M&A process. Chapter 3 provides a brief introduction into company valuation methods. Various valuation methods are involved in purchase price adjustment issues, hence it is essential to know their components to obviate manipulation potentials. In chapter 4, various guarantees are highlighted where its breaches can also result in purchase price adjustment. Discussion focuses on the guarantees under German law, which have different impacts depending on the magnitude. An ambiguously drafted clause can have the surprising opposite effect desired by the parties. This leads to one of the central themes of the paper; precise formulation of clauses is the foundation for good contract drafting as it reduces potential future disputes. The main chapter of this book is chapter 5 where the two tools which directly influence the purchase price will be discussed: retrospective purchase price adjustments (post-closing adjustments) and future-oriented purchase price adjustments (earn-outs). The differences, advantages and disadvantages for both parties, the appropriate metric, manipulation issues and the calculation of the purchase price adjustment will be covered to guide the drafter of common foreseeable problems. Chapter 6 provides a brief introduction to issues which can arise relating to dispute resolution, which are common avenues in international M&A transactions as arbitration does not necessary always follow the set international rules. Other clauses in an M&A contract also have influence indirectly, on the purchase price, so chapter 7 covers the matter of coordination of purchase price influencing clauses.
Download or read book International Commercial Disputes written by Jonathan Hill and published by Bloomsbury Publishing. This book was released on 2014-11-24 with total page 1032 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is the fourth edition of this highly regarded work on the law of international commercial litigation as practised in the English courts. As such it is primarily concerned with how commercial disputes which have connections with more than one country are dealt with by the English courts. Much of the law which provides the framework for the resolution of such disputes is derived from international instruments, including recent Conventions and Regulations which have significantly re-shaped the law in the European Union. The scope and impact of these European instruments is fully explained and assessed in this new edition. The work is organised in four parts. The first part considers the jurisdiction of the English courts and the recognition and enforcement in England of judgments granted by the courts of other countries. This part of the work, which involves analysis of both the Brussels I Regulation and the so-called traditional rules, includes chapters dealing with jurisdiction in personam and in rem, anti-suit injunctions and provisional measures. The work's second part focuses on the rules which determine whether English law or the law of another country is applicable to a given situation. The part includes a discussion of choice of law in contract and tort, with particular attention being devoted to the recent Rome I and Rome II Regulations. The third part of the work includes three new chapters on international aspects of insolvency (in particular, under the EC Insolvency Regulation) and the final part focuses on an analysis of legal aspects of international commercial arbitration. In particular, this part examines: the powers of the English courts to support or supervise an arbitration; the effect of an arbitration agreement on the jurisdiction of the English courts; the law which governs an arbitration agreement and the parties' dispute; and the recognition and enforcement of foreign arbitration awards. This title is included in Bloomsbury Professional's International Arbitration online service.
Download or read book The Comparative Law Yearbook of International Business written by and published by Kluwer Law International B.V.. This book was released on 2015-09-24 with total page 314 pages. Available in PDF, EPUB and Kindle. Book excerpt: The thirty-seventh issue of the Comparative Law Yearbook of International Business examines current issues and developments under the broad headings of finance and investment, corporate law, contracts, and dispute resolution. In the finance and investment section, practitioners examine issues relating to the recapitalization of Greek systemic banks, foreign investment in Brazil's healthcare sector, and Spain's Venture Capital Act. The acquisition of companies in Peru and the "responsible corporate officer" doctrine are examined in the corporate law section. In the contracts section, lawyers discuss remedies for breach of contract in Brazil, Italian contractual aspects of cloud computing, incorporating UNIDROIT principles into international commercial contracts, and setting up distribution channels in Brazil. Four subject areas are considered under the dispute resolution heading: expert determination in merger and acquisition disputes, the enforcement of international arbitral and judicial decisions, the recognition and execution of foreign arbitral awards in Cyprus, and investor-state arbitrations.
Download or read book Mergers and Acquisitions written by Virginia Harper Ho and published by Aspen Publishing. This book was released on 2022-01-29 with total page 374 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is a custom ebook curated by Professor Virginia Harper Ho at City University of Hong Kong.
Download or read book Model Asset Purchase Agreement Asset purchase agreement written by and published by Amer Bar Assn. This book was released on 2001-01-01 with total page 3 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book A Manual of Style for Contract Drafting written by Kenneth A. Adams and published by American Bar Association. This book was released on 2004 with total page 276 pages. Available in PDF, EPUB and Kindle. Book excerpt: The focus of this manual is not what provisions to include in a given contract, but instead how to express those provisions in prose that is free ofthe problems that often afflict contracts.
Download or read book Anatomy of a Merger written by James C. Freund and published by Law Journal Press. This book was released on 1975 with total page 620 pages. Available in PDF, EPUB and Kindle. Book excerpt: Anatomy of a Merger is a guide to handling a corporate acquisition negotiation successfully. Topics include the basic acquisition agreement; bargaining techniques applicable to substantive issues, and more.
Download or read book Gods at War written by Steven M. Davidoff and published by John Wiley & Sons. This book was released on 2010-12-28 with total page 391 pages. Available in PDF, EPUB and Kindle. Book excerpt: An engaging exploration of modern-day deals and deal-making Gods at War details the recent deals and events that have forever changed the world of billion-dollar deal-making. This book is a whirlwind tour of the players determining the destiny of corporate America, including the government, private equity, strategic buyers, hedge funds, and sovereign wealth funds. It not only examines many of the game-changing takeover events that have occurred in the past years, but also puts them into context and exposes what is really going on behind the scenes on Wall Street. Gods at War completely covers the strategic issues that guide the modern-day deal, and since they unfold under the shadow of the law, it also focuses on the legal aspects of deal-making and takeovers. Each chapter unfolds through the lens of a recent transaction, from the battle between Yahoo! and Microsoft to the United Rental/Cerberus dispute Provides in-depth explanations and analysis of the events and actors that have shaped this fast-moving field Examines the federal government's regulation by deal approach to saving the financial system and explains the government's biggest "deals", including its bail-outs of AIG, Bank of America, and Citigroup Filled with in-depth insights that will enhance your understanding of this field, Gods at War offers an engaging look at deals and deal-makers in the context of recent historical events. It's a book for those who want to understand deals, takeovers, and the people and institutions who shape our world.
Download or read book Model Asset Purchase Agreement with Commentary written by and published by American Bar Association. This book was released on 2001-04-01 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Contract Pricing Reference Guides written by Wolters Kluwer and published by CCH. This book was released on 2016-05-10 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This new, single-volume resource provides the most complete guidance available for analyzing the cost and pricing aspects of federal government contracts--so you can propose and negotiate appropriate prices and win contracts. The practical Contract Pricing Reference Guide reference combines five manuals into a single source, covering: Price Analysis Quantitative Techniques for Contract Pricing Cost Analysis Advanced Issues in Contract Pricing And Federal Contract Negotiation Techniques Determine the Proper Pricing to Win Government Business Throughout these pages, you will find highly detailed explanations of how the government evaluates proposals, arrives at pricing, chooses contractors, and awards contracts. With Contract Pricing Reference Guide, you can more confidently: Conduct market research for price analysis Employ proven techniques of quantitative price analysis Propose a fair and appropriate price Confidently engage in sealed bidding Include only what's allowable in the price Employ the most effective, competitive pricing strategies And engage in effective contract negotiations The One-of-a-Kind, Time-Saving Pricing Resource The all-new Contract Pricing Reference Guide provides a road-map for how to set correct pricing and engage in the competitive bidding process. It is a practical business tool to help you acquire government contract business--and it brings all the most valuable pricing information together in an easy-access, single-volume resource that puts everything you need literally right in front of you. No other resource delivers all of this together in one place, making it the most convenient way to obtain the most vital information on pricing government contracts.
Download or read book Favorable Determination Letter written by United States. Internal Revenue Service and published by . This book was released on 2001 with total page 8 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book International Mergers and Acquisitions Due Diligence written by and published by American Bar Association. This book was released on 2007 with total page 948 pages. Available in PDF, EPUB and Kindle. Book excerpt: Provides an overview of the laws of selected countries in North and Latin America, Europe, Asia, and former Commonwealth countries. Includes United States.
Download or read book Mergers Acquisitions and Corporate Restructurings written by Patrick A. Gaughan and published by John Wiley & Sons. This book was released on 2017-11-27 with total page 819 pages. Available in PDF, EPUB and Kindle. Book excerpt: The essential M&A primer, updated with the latest research and statistics Mergers, Acquisitions, and Corporate Restructurings provides a comprehensive look at the field's growth and development, and places M&As in realistic context amidst changing trends, legislation, and global perspectives. All-inclusive coverage merges expert discussion with extensive graphs, research, and case studies to show how M&As can be used successfully, how each form works, and how they are governed by the laws of major countries. Strategies and motives are carefully analyzed alongside legalities each step of the way, and specific techniques are dissected to provide deep insight into real-world operations. This new seventh edition has been revised to improve clarity and approachability, and features the latest research and data to provide the most accurate assessment of the current M&A landscape. Ancillary materials include PowerPoint slides, a sample syllabus, and a test bank to facilitate training and streamline comprehension. As the global economy slows, merger and acquisition activity is expected to increase. This book provides an M&A primer for business executives and financial managers seeking a deeper understanding of how corporate restructuring can work for their companies. Understand the many forms of M&As, and the laws that govern them Learn the offensive and defensive techniques used during hostile acquisitions Delve into the strategies and motives that inspire M&As Access the latest data, research, and case studies on private equity, ethics, corporate governance, and more From large megadeals to various forms of downsizing, a full range of restructuring practices are currently being used to revitalize and supercharge companies around the world. Mergers, Acquisitions, and Corporate Restructurings is an essential resource for executives needing to quickly get up to date to plan their own company's next moves.
Download or read book Big Deal written by Bruce Wasserstein and published by Business Plus. This book was released on 2009-02-28 with total page 692 pages. Available in PDF, EPUB and Kindle. Book excerpt: "Wasserstein is widely recognized as the father of modern-day mergers and acquisitions... [He] explains what drives mergers and how they get done." - USA Today "Informative and entertaining." - Kirkus Reviews Big Deal is a penetrating look at the world of mergers and acquisitions by the legendary Bruce Wasserstein. Using compelling case studies, he reveals the inside story of the billion dollar deals that shape America's economy.
