MERGERS, ACQUISITIONS, AND CORPORATE RESTRUCTURINGS
PATRICK A. GAUGHAN
JOHN WILEY & SONS, INC.
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Case Study Preface Part 1 Background 1 Introduction
Recent M&A Trends Deﬁnitions Valuing a Transaction Types of Mergers Reasons for Mergers and Acquisitions Merger Consideration Merger Professionals Merger Arbitrage Leveraged Buyouts and the Private Equity Market Corporate Restructuring Merger Negotiations Structuring the DealMerger Agreement Merger Approval Procedures Deal Closing Short-Form Merger Freezeouts and the Treatment of Minority Shareholders Purchase of Assets Compared with Purchase of Stock Assumption of the Seller’s Liabilities Advantages of Asset Acquisitions Asset Selloffs Reverse Mergers Holding Companies
xi xv 1 3
3 12 13 13 14 15 16 19 20 21 21 24 24 25 26 26 27 27 28 28 28 29 33
Merger Waves What Causes Merger Waves? First Wave, 1897–1904 Second Wave, 1916–1929 The 1940s
35 36 36 42 44
Third Wave, 1965–1969 Trendsetting Mergers of the 1970s Fourth Wave, 1984–1989 Fifth Wave Sixth Merger Wave Summary
44 51 57 63 71 73
Laws Governing Mergers, Acquisitions, and Tender Offers Other Speciﬁc Takeover...