e-Mergers : Merging, Acquiring and Partnering e-Commerce Businesses
This book is a guide to the expected consolidation of electronic commerce businesses, as the Internet matures and real players begin to emerge from the pack. Many internet firms sold intention was to establish a niche in the market in order to be acquired.
- Paperback | 416 pages
- 223.52 x 614.68 x 17.78mm | 408.23g
- 13 Aug 2001
- Pearson Education (US)
- Prentice Hall
- Upper Saddle River, United States
Table of contents
Preface. 1. Identifying and Prequalifying Targets. Mergers and Acquisitions and Targets. Types of Transactions. Planning. Identifying Opportunities. Searching for Targets. Contacting Targets. Using Brokers and Finders. Using Investment Bankers and Commercial Bankers. Legal Considerations. Summary. Questions.2. Due Diligence. Due Diligence Basics. Investigation Checklist. Legal Investigation. Environmental Investigation. Evaluating the Results of Due Diligence. Summary. Questions.3. Structuring and Financing the Deal. Types of Transactions. Financing Options. Structuring Debt. Leaseback Financing. Take-Back Financing. Bridge Financing. High Yield Bonds. Refinancing. Financing Through Insurance Companies. The Financing Process. Legal Considerations. Summary. Questions.4. Tax Implications. Tax Basics. Taxable Issues. Adjusted Basis. Tax Accounting Methods. Taxes and Organizational Structure. Taxes and Financing. Tax Free Transactions. Tax Strategy. Summary. Questions.5. Employee Issues. Compensation. Combining Compensation Plans. Benefits Plans. Retirement Plans. Health Benefits. Assessing the Impact of Benefits Plans. Extended Benefit Exposure. Benefits Plans Funding. Separating and Combining Benefit Plans. Unions. Employee Stock Ownership Plans. Summary. Questions.6. Public and Private Corporations. Public Corporations Basics. Tender Offer. Proxy Solicitation. Public Disclosure. Board of Directors Duties. Defensive Strategies. Restrictions. Insider Conflicts. Financing Issues. Private Corporations Basics. Summary. Questions.7. International Business. Acquiring a Business in the U.S. U.S. Taxes. Acquiring a Business Outside the U.S. Foreign Taxes. International Financing. Summary. Questions.8. Pricing the Deal. Pricing Basics. Buying Strategies. Forecasting Cash Flow. Ratio Valuation. Risk Assessment. Pricing Models. Specifying Price in the Agreement. Summary. Questions.9. Negotiating the Deal. Setting the Stage for Negotiations. The Negotiations Strategy. Face-to-Face Negotiations. The Letter of Intent. The Acquisition Agreement. Representations, Warranties, and Covenants. Terms of Closing. Termination Procedures. Indemnity. Public Companies. Summary. Questions.10. After the Deal. Closing the Deal. Before the Closing. Closing Day. Payment. After the Closing. The Integration Plan. Summary. Questions.11. Business Alliances. Fundamentals. Outsourcing Alliances. Strategic Alliances. Joint Ventures. Summary. Questions.Glossary. Index.
About Jim Keogh
JIM KEOGH is founder and former chair of the Electronic Commerce Track at Columbia University. He is also a member of the graduate school faculty at Saint Peter's College in Jersey City, NJ, where he teaches in the MBA program. Keogh is author of more than 50 books.