Mergers, Acquisitions and Buyouts (3 Vol Set with Cd Rom)

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Summary: Mergers, Acquisitions, and Buyouts
Review: 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 Martin D. Ginsburg and Jack S. Levin as you plan, develop, and execute your strategy.

In this combination of CD-ROM and Print, 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.
Table of Contents

Volume 1
Introduction
Taxable Purchase of T's Stock and Taxable Reverse Subsidiary Merger
Taxable Purchase of T's Assets and Taxable Forward Merger
Taxable Acquisitions: Acquisition Expenses, Allocation of Stepped-Up Basis, Amortization of Intangibles, Covenants Not to Compete, Etc.
Unwanted Assets

Volume 2
Basic Principles of Tax-Free Reorganizations
Reorganizations Under 'Soley For Voting Stock' Rule
Reorganizations Not Under "Soley For Voting Stock" Rule
Acquisitions and Dispositions Using Code 351
Tax-Free Spin-Offs
Special Considerations in Taxable and Tax-Free Acquisitions Involving S Corporation

Volume 3
Net Operating Losses, Net Capital Losses and Excess Credits in Taxable and Tax-Free Acquisitions
Tax Aspects of Financing LBOs - Debt and Preferred Stock
Tax Aspects of Structuring LBOs
Management Compensation
Evolving Acquisition Techniques Using Partnership or LLC
Corporate and Securities Law, Accounting, Fraudulent Conveyance, Antitrust Reporting, and Other Non-Tax Considerations in Taxable and Tax-Free Acquisitions

Volume 4
Introduction to Sample Acquisition Agreements
P's Purchase of T's Stock for Cash and Notes
P's Purchase of All T's Assets for Cash and Notes
P's Purchase of T's Divisional Business for Cash and Notes
Reverse Subsidiary Merger of P's Transitory Subsidiary into T for Cash and Notes
Tax-Free Merger of T into P for P Stock