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Inside this Book – M&A magazine was founded with one clear goal in mind:to show buyers and sellers of companies how to create strategies—and shelter—for continual growth in a world of constant change. Reed and Lajoux had this same purpose in mind when they teamed up with the law firm of Lane & Edson, P.C., to produce the first edition of this guidebook at the height of the leveraged buyout movement in the mid-1980s (featuring Reed as coauthor and Lajoux as project manager). However, as deals structures changed under the weight of hundreds of legal precedents and new accounting rules, a major revision in the basic text proved necessary and subsequent editions followed. This fourth edition cap- tures all the latest trends and technical changes. The year 2006 closed with more than 30,000 completed deals valued at a total of $3.8 trillion, according to Thomson Financial. This represents a significant increase over the $1 tril- lion spent on some 15,000 completed deals noted in the previous edition of this book seven years ago. Clearly, M&A is here to stay: the buying and selling of companies re- mains a common option for many companies. Yet we can’t emphasize enough how complex and dangerous the merger process can be. As in all past merger movements, there are always some major disasters. The urge-to-merge dominates the thinking of many successful executives who suffer a special form of the winners’ curse and eventually overpay, or worse, overleverage themselves to fund a major entry. These mistakes and others can bring “deals from hell” in the words of Robert Bruner, dean of the Darden School of Business. 2 Often divestiture is the cure.
Inside this book –The Art of M and A PDF Book by Stanley Foster Reed – The word merger has a strictly legal meaning and has nothing to do with how the combined companies are to be operated in the future. A merger occurs when one corporation is combined with and disap- pears into another corporation. For instance, the Missouri Corporation, just like the river, merges and disappears legally into the Mississippi Corporation. Missouri Corporation stock certificates are turned in and exchanged for Mis- sissippi stock certificates. Holes are punched in the Missouri certificates and they are all stuck in the vault. Missouri Corporation has ceased to exist. Mis- souri is referred to as the decedent, while Mississippi Corporation would be known as the survivor. All mergers are statutory mergers, since all mergers occur as specific formal transactions in accordance with the laws, or statutes, of the states where they are incorporated. The Missouri Corporation must follow Missouri law and the Mississippi Corporation, Mississippi law. However, there are rarely major differences between states. (Outside the United States, of course, there are differences from country to country.) The postdeal manner of operating or controlling a company has no bearing on whether a merger has occurred. It is misleading for a prospective acquirer to state to a prospective seller, “We don’t do acquisitions; we only do mergers,” implying that the two groups will be equal partners in enterprise, when in fact, and by statute law, one corporation is owned, and without an agreement by the stockholders to the contrary, is controlled, by another.
The Art of M and A by Stanley Foster Reed PDF : eBook Information
- Full Book Name – The Art of M and A
- Author of this Book – Stanley Foster Reed
- Language – English
- Book Genre – Business, Finance
- Download Format – PDF
- Size – 4.4 MB
- eBook Pages – 1083
- Price – Free