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The Decision to Do the Deal

Learn about the various considerations that drive a company’s decision to buy, sell, or combine companies.

Transcript

Why does a company decide to merge with or acquire another company? What is its motivation, and how does it select a target? Conversely, what factors lead a company to consider selling, and how does it maximize its value?

I. The Motive to Buy

Broadly speaking, a company seeks to merge with or acquire another company for either financial or strategic reasons.

A. Financial Buyers

Financial buyers seek to invest in companies to attain a wealth of assets. A prime example of a financial buyer is a...

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Lessons

    • 1. Welcome to Mergers and Acquisitions
    • Welcome to Mergers and Acquisitions
    2. Introduction to Mergers and Acquisitions
    • M&A Laws
    • Key Players
    • The Decision to Do the Deal
    3. M&A Transaction Structures
    • Statutory Mergers
    • Equity Sales
    • Asset Sales
    • M&A: Tender Offers
    • Tender Offer Rules and Regulations
    • Proxy Contests
    4. The M&A Deal Process
    • Valuation
    • First-Step Agreements
    • Due Diligence
    • Getting the Shareholder Vote
    • The Appraisal Remedy
    5. The Definitive Agreement
    • Price and Consideration
    • Representations and Warranties
    • Covenants, Conditions, and Termination
    6. Securities and Antitrust Considerations
    • Securities as Consideration
    • Securities Registration Exemptions
    • Hart-Scott-Rodino Act
    7. Deciding to Sell and Conflicted Transactions
    • The Decision to Sell
    • Conflicted Transactions
    • Controlling Shareholder Transactions
    8. Defending Against Hostile Takeovers
    • Preemptive Defenses
    • Other Takeover Defenses
    • The Decision to Defend the Company