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MERGERS & ACQUISITIONS FROM A TO Z

Latest trends and best practices for structuring profitable deals

Andrew J. Sherman & Milledge A. Hart

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 longterm outlook for your organization.
Conversely, these transactions can quickly spell your companys
doom if they are not conceived and executed carefully, legally,
and sensibly. Whether youre an M&A veteran or find yourself at
the table for the first time, its 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 gives you just that, including:
Preparing for a Merger or Acquisition and Initiating the Deal
Preliminary Considerations and Documentation
Due Diligence
Regulatory Considerations
Structuring the Deal
CONTENTS

Valuation and Pricing

1. The Basics of Mergers and Acquisitions

2. Preparing for the Dance: The Sellers
Perspective
3. Initiating the Deal: The Buyers Perspective
4. The Letter of Intent and Other Preliminary
Matters
5. Due Diligence
6. An Overview of Regulatory Considerations
7. Structuring the Deal
8. Valuation and Pricing of the Sellers Company
9. Financing the Acquisition
10. The Acquisition Agreement and Related Legal
Documents
11. Keeping M&A Transactions on Track:
Managing the Deal Killers
12. Post-Closing Challenges
13. Alternatives to Mergers and Acquisitions

Financing
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.
Andrew Sherman is a senior partner at Dickstein Shapiro Morin and
Oshinsky LLP, and internationally recognized as an authority on the legal
and strategic issues of growing companies. Sherman is the co-founder of
Grow Fast Grow Right, an education and training company for middlemarket executives (www.growfastgrowright.com), and is an adjunct professor
in the MBA programs at Georgetown and the University of Maryland. Mr.
Sherman is based in Washington, D.C.
Milledge Hart is Managing Director of Pagemill Partners LLC, a mergers
and acquisitions firm representing all types of emerging growth companies,
both public and private. He is based in Palo Alto, California.

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