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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...

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