首页 >
法律 >
收购合并 >
M&A Disputes and Completion Mechanisms

M&A Disputes and Completion Mechanisms

作者： Heiko Daniel Ziehms
出版商： Kluwer Law International
ISBN: 9789041186256
出版时间 December 2018
规格： Hardback , 191 pages
适应领域： International ? 免责申明：
Countri(es) stated herein are used as reference only

List Price: ￥1,311.30

￥1,271.96 Save ￥39.34 (3%)

或

下载订单表

加入收藏
| 加入比较

描述
大纲

详细
M&A Disputes and Completion Mechanisms provides an in-depth discussion of completion mechanisms in merger and acquisition (M&A) transactions, including key arguments for or against individual deductions or adjustments, identifies the factors that lead to post-M&A disputes and explains how to measure their financial consequences.

In the course of an M&A transaction, the M&A professionals 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 that are likely to arise before or after completion that may result in a dispute or to address or mitigate risks. Further, a volatile 'real word' can – and often does – find its way into the transaction and cause dissonance – a cyberattack, turmoil in financial markets around closing as during the financial crisis, or the discovery of fraud, for example. It is therefore easy in these highly charged circumstances to create outcomes that end up in legal disputes.

What’s in this book:
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 deals with numerous matters that need to be addressed during M&A negotiations including the following:
- the equity bridge: from firm 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 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. The analysis of prominent factors associated with legal disputes also provides diagnostic tools that can help avoid disputes. If a dispute has occurred, the book discusses how it can be resolved as well as the conceptual basis and practical approaches to the measurement of damages.

How this will help you:
This very useful book will be welcomed by 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, and to professionals who confront specific questions during a transaction or a post-M&A dispute.
About the Author

List of Abbreviations

List of Figures

List of Tables

Acknowledgements

CHAPTER 1
Introduction

CHAPTER 2
The Value of the Firm, Capital Structure, and the Completion Mechanism

CHAPTER 3
The Completion Accounts Process

CHAPTER 4
Net Debt

CHAPTER 5
Working Capital

CHAPTER 6
Capital Expenditure in Completion Mechanisms

CHAPTER 7
Specific Aspects of Locked Box Transactions

CHAPTER 8
Earn-Outs

CHAPTER 9
Revenue Recognition

CHAPTER 10
Fraud

CHAPTER 11
Damages Valuation in M&A Disputes

CHAPTER 12
Damages for Breaches of Representations and Warranties and Quantum of
Indemnities

CHAPTER 13
Lessons Learned

Index

你可能需要


The Hong Kong Company Secretary's Handbook: Practice and Procedure (11th Edition): List Price: ￥497.55

￥482.62 Save ￥14.93 (3%)


Hong Kong Tax & Accounting Practical Toolkit (Basic Package): ￥3,161.07


Hong Kong Company Secretary Checklist, 2nd Edition: List Price: ￥1,283.40

￥1,244.90 Save ￥38.50 (3%)


Law of Companies in Hong Kong, 4th Edition (Hardcopy + e-Book): List Price: ￥3,255.00

￥3,157.35 Save ￥97.65 (3%)


Butterworths Hong Kong Discrimination Law Handbook, 4th Edition: List Price: ￥1,395.00

￥1,353.15 Save ￥41.85 (3%)


Sentencing in Hong Kong, 11th Edition: List Price: ￥3,329.40

￥3,229.52 Save ￥99.88 (3%)


Butterworths Hong Kong Company Law (Winding-Up and Miscellaneous Provisions) Handbook, 6th Edition: List Price: ￥2,120.40

￥2,056.79 Save ￥63.61 (3%)


Butterworths Hong Kong Company Law Handbook, 26th Edition: List Price: ￥4,092.00

￥3,969.24 Save ￥122.76 (3%)


Cross-Border Crime in Hong Kong: Extradition, Mutual Assistance & Financial Sanctions, 3rd Edition: List Price: ￥1,934.40

￥1,876.37 Save ￥58.03 (3%)


Clough & Clough on Personal Injuries: List Price: ￥1,395.00

￥1,353.15 Save ￥41.85 (3%)


Hong Kong Personal Insolvency Manual, 3rd Edition: List Price: ￥1,860.00

￥1,804.20 Save ￥55.80 (3%)


Butterworths Hong Kong Conveyancing and Property Law Handbook, 6th Edition: List Price: ￥1,674.00

￥1,623.78 Save ￥50.22 (3%)


A Practical Guide to Resolving Shareholder Disputes, 2nd Edition: List Price: ￥1,674.00

￥1,623.78 Save ￥50.22 (3%)


Tort Law in Hong Kong, 5th Edition (Hardcopy + ebook): List Price: ￥2,325.00

￥2,255.25 Save ￥69.75 (3%)


Company Law in Hong Kong: Practice and Procedure 2023 (Hardcopy + e-Book): List Price: ￥2,974.14

￥2,884.92 Save ￥89.22 (3%)


Company Law in Hong Kong: Insolvency 2023 (Hardcopy + e-Book): List Price: ￥2,643.99

￥2,564.67 Save ￥79.32 (3%)


Hong Kong Company Law, 15th Edition: List Price: ￥457.56

￥443.83 Save ￥13.73 (3%)


Private Equity in Hong Kong and China, 4th Edition: List Price: ￥1,860.00

￥1,804.20 Save ￥55.80 (3%)


Hong Kong Family Court Practice, 4th Edition: List Price: ￥2,511.00

￥2,435.67 Save ￥75.33 (3%)


Brooke's Notary Hong Kong, 3rd Edition: List Price: ￥1,581.00

￥1,533.57 Save ￥47.43 (3%)

“

Ordering from Professional Bookshop is fantastic, quick delivery great products, great customer service Siti L.
This is a great bookstore and have had no problems with them and all my orders have come on time and in good condition. Yang X.
Everything is perfect. Fast delivery. I highly recommend this website to all my friends and colleagues. Thanks Hoi Man L.
So thankful I am receiving all my books, thank you to all for a great service and excellent products Clinton K.
Professional Bookshop is amazing! I've been a loyal customer for over 5 years. Returns are easy to request, book or delivery complaints are taken seriously and the customer service team is friendly and patient. Mick D.
I wanted to informed you that the customer service is excellent. They were so polite and nice. I would continue to buy books from Professional Bookshop. Jingsong C.
Fast and quick service. Easy transaction method, arrived sooner than expected. Excellent packaging and the books received are in perfect condition! Thank you very much! I love the book and its quality. Saori B.
I can order any accounting books from worldwide from Professional Bookshop. Love this website and save my time to search from internet. Lingxiao R.
It is just so easy to find what you are always looking for and sometimes you can even find it up to 80% off what you would in the normal store. Graeme R.
I love shopping on Professional Bookshop! They have a wide range of accounting book with competent prices. Free shipping in Hong Kong is also really handy! Fergus Y.
Professional Bookshop is a great bookstore, I must say. Buying books in Professional Bookshop is so easy, great and reliable. It is highly recommendable. Deborah D.
A great site to shop accounting books and everything and with discountable prices. It’s my first choice whenever i want to shop something. Most trusted site. Zeng Z.
I found the books I needed and at a very low price. I am very happy and will definitely use it in the future Brian W.
I have been using Professional Bookshop for a while now. I am very impressed with customer service and delivery. When I need to have a return it is done very diligently. Olivia L.
Professional Bookshop is my default go to for finding the best prices and reading details of law books before buying. Detailed book description is very helpful. Tracy W.
I've been using Professional Bookshop since 2011 and they actually great, I always received great service and my book arrives on time. Lisa C.

所有书籍

M&A Disputes and Completion Mechanisms

Free delivery Hong Kong?

详细

你可能需要

What Our Customers Say?

所有书籍

M&A Disputes and Completion Mechanisms

Free delivery Hong Kong?

详细

你可能需要

What Our Customers Say?

video title