Corporate Acquisitions, Mergers, and Divestitures

HOW TO FORMULATE A SINGLE-STEP ACQUISITION STRATEGY
Preliminary Considerations
Investigating the Target Corporation
Structuring the Transaction
Valuing the Target Corporation
Proxy Contests

TAXABLE ACQUISITIONS IN ONE STEP: THE NONTAX FACTORS
Liability Considerations
Federal Securities Considerations

TAXABLE ACQUISITIONS IN ONE STEP: THE TAX FACTORS
Structuring the Acquisition
Financing the Acquisition
The Taxable Stock Acquisition
The Taxable Asset Acquisition

TAX-FREE ACQUISITIONS IN ONE STEP: THE NONTAX FACTORS
Liability Considerations
Federal Securities Considerations
Accounting Considerations
Antitrust Considerations

TAX-FREE ACQUISITIONS IN ONE STEP: THE TAX FACTORS
Tax Consequences of Tax-Free Reorganizations
Judicial Principles Imposed on Tax-Free Reorganizations
Structuring the Reorganization
Net Operating Loss Carryovers
Overview of Tax-Free Reorganization

• "A" Reorganization
• "B" Reorganization
• "C" Reorganization

THE MULTI-STEP ACQUISITION
Introduction
Selecting the Target
Assembling the Team
Shareholder-Initiated Proxy Contest
Determining the Conditions of the Tender Offer
Financing the Offer
Dealing with Arbitrageurs
Advantages of the Multi-Step Acquisition Technique
Disadvantages of the Multi-Step Acquisition Technique

STEP ONE: THE LOCKUP ARRANGEMENT
Stock Purchase Agreements with Target-Company Shareholders
Other Agreements with Target-Company Shareholders
Agreements with Target-Company Management

STEP TWO: THE TENDER OFFER
Legal Considerations: The Williams Act
Legal Considerations - Other Federal Securities Laws
Other Legal Considerations
Tactical Considerations

STEP THREE: THE CLEANUP TRANSACTION
Cash Merger
Alternative Freezeout Techniques
Tax Considerations

THE TARGET'S STRATEGY IN A MULTISTEP ACQUISTION
Disclosure Requirements
Pre-Attack Defensive Techniques
Post-Attack Defensive Techniques
The Bidder's Response

DIVESTITURES
Federal Securities Considerations
Other Non-Tax Considerations
Tax Considerations
Restructuring of Financially Troubled Corporations
Transnational Acquisitions and Mergers

RESEARCH AIDS
Glossary of Key Takeover Terms
Bibliography
Cross Reference Table to Internal Revenue Code
Cross Reference Table to Securities Act of 1933
Cross Reference Table to Securities Exchange Act of 1934