Book

Mergers and Acquisitions of Privately Held Companies: Analysis, Forms, and Agreements

Mergers and Acquisitions of Privately Held Companies: Analysis, Forms and Agreements covers all important legal and business issues associated with acquisitions of privately held companies, including companies which are venture capital or private equity-backed.

  

 

Price: $545.00 Main Volume


Meet The Authors

Description

 

Mergers and Acquisitions of Privately Held Companies: Analysis, Forms and Agreements covers all important legal and business issues associated with acquisitions of privately held companies, including companies which are venture capital or private equity-backed. 

The Silicon Valley-based authors have been collectively involved in over 750 M&A transactions—many involving technology companies--and have significant legal, venture capital, Board of Directors, and entrepreneurial experience.

This treatise includes not only commentary and analysis but also examples of all of the important forms and agreements involved in a successful M&A transaction. The forms and agreements are included in a companion electronic download product in MSWord, PDF, or PowerPoint formats.

Topics discussed include:

  • Common mistakes made by sellers
  • Tactics for successful negotiations
  • Pro-buyer and pro-seller form variations
  • Important considerations for in-house counsel
  • Letters of intent
  • Intellectual property issues
  • Due diligence, including short- and long-form document request checklists
  • Extensive signing and closing checklists
  • More than 50 key forms including, merger agreements, asset sale agreements, board resolutions, escrow agreements, stockholder resolutions, investment banker engagement letters, information statements to stockholders, NDAs, employment forms, and many more.  
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Table of Contents

  • Chapter 1. Overview of Mergers & Acquisitions: Structures * Seller Mistakes * Key Agreements * Tactics * Timeline * IP Issues
  • Chapter 2. Preparation for an M&A Event: Online Data Rooms * Disclosure Schedules * Important Considerations for In-House Counsel * Key Ways to Prepare
  • Chapter 3. Investment Banker Forms & Agreements: Negotiating Investment Banker Engagement Letters * Bake Offs * Distribution Lists * Fairness Opinions
  • Chapter 4. Nondisclosure Agreements: Key Elements * Pro-Seller & Mutual Forms of NDA
  • Chapter 5. Letters of Intent & Term Sheets: Negotiating a Letter Of Intent * Sale of Assets Letter * ExclusivityChapter
  • 6. Due Diligence Issues & Forms: Key Issues * Document Requests
  • Chapter 7. Merger Agreements: Negotiating & Drafting * Sample Agreements
  • Chapter 8. Sale of Assets Agreements: Key Issues * Pro-Seller & Pro Buyer Forms
  • Chapter 9. Employment-Related Forms & Agreements: Negotiating Employment Agreements * CEO Agreement * Confidentiality & Inventions * Employee Offer Letter * Management Incentive & Carve-Out Bonus
  • Chapter 10. Miscellaneous Agreements & Forms: Escrow * Securityholder * Paying Agent * Flow of Funds * FIRPTA Certificate * Earn-out Provisions* Certificate of Merger
  • Chapter 11. Regulatory Forms: Hart-Scott-Rodino Requirements * CFIUS Requirements
  • Chapter 12. Board of Director Documents: Establishing an M&A Committee * Authorizing Letter of Intent * Approving Sale * Fiduciary Duties
  • Chapter 13. Stockholder-Related Forms: Information Statement * Consent * Support * Letter of Transmittal
  • Chapter 14. M&A Closing Documents: Signing & Closing * Officer Certificate * Assignment of Contract * Director Resignation

 

Authors

Richard D. Harroch is a Managing Director and Global Head of M&A at VantagePoint Capital Partners, a large venture capital fund in the San Francisco area. His focus is on Internet, digital media and software companies, and he was the founder of several Internet companies. His articles have appeared online in Forbes, Fortune, MSN, and more. Richard is the author of several books on startups and entrepreneurship as well as the co-author of Poker for Dummies and a Wall Street Journal-bestselling book on small businesses. He was also a corporate and M&A partner at the law firm of Orrick, Herrington & Sutcliffe. 
David A. Lipkin is an M&A partner at the law firm of McDermott, Will and Emery.  He represents both public and private acquirers and target companies in large, complex, and sophisticated M&A transactions, including SoftBank’s $21.6 billion acquisition in 2013 of a controlling interest in Sprint. Mr. Lipkin has been a leading M&A practitioner in Silicon Valley for 17 years, prior to that having served for five years as Associate General Counsel (and Chief Information Officer) of a subsidiary of Xerox.
Richard V. Smith is a partner in the Silicon Valley and San Francisco offices of Orrick, Herrington & Sutfcliffe, and a member of its Global Mergers & Acquisitions and Private Equity Group. He has over 33 years of experience in the areas of mergers and acquisitions, securities law and corporate law.  Richard has advised on more than 400 M&A transactions and has represented clients in all aspects of mergers and acquisitions transactions involving public and private companies.

Contents

Reviews

"This book is the definitive work on mergers and acquisitions of privately held companies.  It covers all the deal dynamics and the key business and legal issues. I recommend the book to lawyers, C-level executives, founders, private equity firms and venture capital firms.”

 

—Mike Perlis

Vice Chairman of Forbes and former partner at SoftBank.

"This book is the definitive guide to structuring, negotiating and closing mergers and acquisitions.  The book is comprehensive, practical and contains many great forms and agreements.

—Mike Splinter

Chairman of the Board of NASDAQ and former CEO and Chairman of Applied Materials