M&A Disputes and Completion Mechanisms

Released on by Heiko Daniel Ziehms
preview-18

  • M&A Disputes and Completion Mechanisms Book Detail

  • Author : Heiko Daniel Ziehms
  • Release Date : 2018-12-25
  • Publisher : Kluwer Law International B.V.
  • Genre : Law
  • Pages : 174
  • ISBN 13 : 9041186379
  • File Size : 81,81 MB
DOWNLOAD BOOK

M&A Disputes and Completion Mechanisms by Heiko Daniel Ziehms PDF Summary

Book Description: In the course of a merger and acquisition (M&A) transaction, the principals and their advisors face a series of decisions, often against the backdrop of an unrealistic deadline, imperfect information and a shrewd other side. In making these decisions, they have to deal with complex technical matters at the intersection of disciplines, including accounting, law, taxation, corporate finance, operations, environmental and strategy. It is not always possible during the negotiations to take a step back and contemplate issues likely to arise before or after completion that may result in a dispute or to address or mitigate risks. It is therefore easy in these highly charged circumstances to create outcomes that end up in legal disputes. A sound understanding of the completion mechanism including the basis and measurement of individual purchase price adjustments is important to negotiate good deals and avoid disputes. This book provides an in-depth discussion of the completion mechanism, including key arguments for or against individual deductions or adjustments. This can be helpful in negotiations. It also provides diagnostic tools and many recommendations that can help avoid disputes. If a dispute has occurred, it discusses how it can be resolved as well as the conceptual basis and practical approaches to the measurement of damages. The book deals with numerous matters that need to be addressed during M&A negotiations and can lead to post-M&A dissonance, including the following: - the equity bridge: from fi rm value to the purchase price for the equity; - closing conditions, the closing process and the completion accounts; - an in-depth discussion of individual purchase price adjustments from factoring to pensions and from leases to the working capital reference value; - material adverse change clauses; - aspects of locked box transactions, including the interest over the locked box period; - how to structure earn-outs to avoid disputes; - red flags for fraud; - damages valuation in M&A disputes; and - lessons learned on how to avoid or deal with disputes. The author analyses a large number of actual post-M&A disputes as a lens to bring into focus precisely where things go wrong in practice. He then sets out practical solutions to the problems dealmakers face, how to negotiate individual price adjustments, and lessons learned from disputes. This book will be useful to M&A practitioners, be they in-house counsel, private equity, sovereign wealth funds, international arbitration centres or other players, as well as the investment bankers, accountants and the professionals who advise them. It will also prove to be of great value to those who deal with post-M&A disputes – judges, arbitrators and litigators – and legal academics interested in the M&A field.

Disclaimer: www.yourbookbest.com does not own M&A Disputes and Completion Mechanisms books pdf, neither created or scanned. We just provide the link that is already available on the internet, public domain and in Google Drive. If any way it violates the law or has any issues, then kindly mail us via contact us page to request the removal of the link.

M&A Disputes and Completion Mechanisms

M&A Disputes and Completion Mechanisms

File Size : 57,57 MB
Total View : 2287 Views
DOWNLOAD

In the course of a merger and acquisition (M&A) transaction, the principals and their advisors face a series of decisions, often against the backdrop of an unre

M&A Disputes

M&A Disputes

File Size : 74,74 MB
Total View : 4644 Views
DOWNLOAD

Navigate M&A accounting arbitrations with insider perspective M&A Disputes takes you inside the dispute resolution process to help you put together the many "mo

Arbitration of M&A Transactions

Arbitration of M&A Transactions

File Size : 58,58 MB
Total View : 2222 Views
DOWNLOAD

In this title leading experts in the field of international arbitration provide legal and practical guidance on the key types of dispute likely to arise from M&

Model Rules of Professional Conduct

Model Rules of Professional Conduct

File Size : 88,88 MB
Total View : 7071 Views
DOWNLOAD

The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions lo

Gods at War

Gods at War

File Size : 57,57 MB
Total View : 6870 Views
DOWNLOAD

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-dolla