e-Mergers: Merging, Acquiring and Partnering e-Commerce Businesses

James Edward Keogh, Jim Keogh

  • 出版商: Prentice Hall
  • 出版日期: 2001-08-13
  • 售價: $1,212
  • 貴賓價: 9.5$1,151
  • 語言: 英文
  • 頁數: 416
  • 裝訂: Paperback
  • ISBN: 0130313904
  • ISBN-13: 9780130313904
  • 相關分類: 電子商務 E-commerce

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商品描述

  • E-business mergers, acquisitions, and partnerships: the comprehensive, expert guide
  • Step-by-step coverage walks you through every stage of the deal
  • Understand the unique issues associated with e-business M&A
  • Due diligence, pricing, and negotiation techniques you can't afford not to know

The first complete primer on e-business mergers and acquisitions!

A massive wave of e-business mergers, acquisitions, and partnerships is underway—and thousands of e-business decision-makers are facing the M&A gauntlet for the first time. E-Mergers is your complete guide to e-business M&A: the first book that answers the critical questions e-business executives ask, and illuminates the unique issues facing every e-business deal-maker. Jim Keogh walks you through every stage of the transaction, from identifying target companies to closing the deal, and covers every key issue, from due diligence to staffing. You'll discover how to:

  • Identify, prequalify, and contact targets—including essential information on finders and brokers
  • Perform effective due diligence that minimizes your risks and liabilities
  • Structure the transaction using debt structuring, leaseback financing, take-back financing, bridge financing, and other methods
  • Minimize the tax impact of the deal
  • Manage the staffing issues associated with mergers and acquisitions-and retain key personnel
  • Price the deal—including coverage of forecasting cash flows, risk assessment, and pricing models
  • Negotiate the deal—and close on schedule
  • Integrate merged e-businesses rapidly and successfully
  • Manage the key challenges of international e-business M&As

Whether you're doing the buying or the selling, you'd better be at top of your game. E-Mergers delivers the insiders' M&A insights you don't want to learn the hard way. Get this book—and come out on top!

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.