Mergers Acquisitions and Buyouts Combo 08/08

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Author: Martin D. Ginsburg

ISBN-10: 0735575444

ISBN-13: 9780735575448

Category: Corporation Law - Consolidations & Mergers

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Volumes 1 -3: Transactional Analysis• Introduction: M&A• Taxable Purchase of T's Stock and Taxable Reverse Subsidiary Merger• Taxable Purchase of T's Assets and Taxable Forward Merger• Taxable Acquisitions: Acquisition Expenses, Allocation of Stepped-Up Basis,Amortization of Intangibles, Etc.• Unwanted M&A Assets• Basic Principles of Tax-Free Reorganizations• Reorganizations Under "Solely for Voting Stock" Rule• Reorganizations Not Under "Solely for Voting Stock" Rule• Acquisitions and Dispositions Using Code § 351• Tax-Free Spin-Offs• Special Considerations in Taxable and Tax-Free Acquisitions Involving S Corporation• Cancellation-of-Debt Income, Net Operating Losses, and other Special Considerations in Acquiring or Restructuring Financially Distressed Company• Tax Aspects of Financing LBOs — Debt and Preferred Stock• Tax Aspects of Structuring LBOs• Management Compensation• Acquisitions and Dispositions Using Partnership, LLC, or REIT• Corporate and Securities Law, Accounting, Fraudulent Conveyance, Antitrust Reporting, ERISA Group Liability, and Other Non-Tax Considerations in Taxable and Tax-Free AcquisitionsVolume 4: Sample Acquisitions Agreements with Tax and Legal Analysis• Introduction to and Explanation of Sample Acquisition Agreements• Taxable Purchase of Stock• Taxable Purchase of Assets• Taxable Purchase of Divisional Business• Taxable Reverse Subsidiary Merger Tax-FreeMerger

Volumes 1 -3: Transactional Analysis• Introduction: M&A• Taxable Purchase of T's Stock and Taxable Reverse Subsidiary Merger• Taxable Purchase of T's Assets and Taxable Forward Merger• Taxable Acquisitions: Acquisition Expenses, Allocation of Stepped-Up Basis, Amortization of Intangibles, Etc.• Unwanted M&A Assets• Basic Principles of Tax-Free Reorganizations• Reorganizations Under "Solely for Voting Stock" Rule• Reorganizations Not Under "Solely for Voting Stock" Rule• Acquisitions and Dispositions Using Code § 351• Tax-Free Spin-Offs• Special Considerations in Taxable and Tax-Free Acquisitions Involving S Corporation• Cancellation-of-Debt Income, Net Operating Losses, and other Special Considerations in Acquiring or Restructuring Financially Distressed Company• Tax Aspects of Financing LBOs — Debt and Preferred Stock• Tax Aspects of Structuring LBOs• Management Compensation• Acquisitions and Dispositions Using Partnership, LLC, or REIT• Corporate and Securities Law, Accounting, Fraudulent Conveyance, Antitrust Reporting, ERISA Group Liability, and Other Non-Tax Considerations in Taxable and Tax-Free Acquisitions Volume 4: Sample Acquisitions Agreements with Tax and Legal Analysis• Introduction to and Explanation of Sample Acquisition Agreements• Taxable Purchase of Stock• Taxable Purchase of Assets• Taxable Purchase of Divisional Business• Taxable Reverse Subsidiary Merger Tax-Free Merger