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McMeel on the Construction of Contracts: Interpretation, Implication and Rectification

Gerard McMeel
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Mergers, Acquisitions and Buyouts November 2019

Martin D. Ginsburg, Jack S. Rocap Donald E. Levin

ISBN13: 9781543811384
Published: January 2020
Publisher: Wolters Kluwer Legal & Regulatory U.S.
Country of Publication: USA
Format: Paperback, 5 Volumes
Price: £895.00



Despatched in 11 to 13 days.

Previously known as Ginsburg & Levin: Taxation of Mergers, Acquisitions and Buyouts and now in 5 volumes, when structuring mergers and acquisitions, there's only one way to be sure that you've thought of all the tax and legal consequences: rely on Martin D. Ginsburg, Jack S. Levin and Donald E. Rocap as you plan, develop, and execute your mergers and acquisitions strategy.

In this gold-standard resource for mergers and acquisitions analysis and guidance these expert practitioners offer you:-

  • Solutions to real-life business merger problems as they arise in negotiations
  • Step-by-step analysis of typical and non-typical company buyout and company merger transactional permutations
  • Checklists, flow charts, and other at-a-glance mergers practice materials

    Whether you represent the buyer, the seller, or another interested party, you can go straight to a model M&A agreement that gives you:

    • Subjects:
    Other Jurisdictions , USA
    Contents:
    Volumes 1 - 4: Transactional Analysis
    1. Introduction, Overview and Definitions
    2. Taxable Purchase of Target’s Stock and Taxable Reverse Subsidiary Merger
    3. Taxable Purchase of Target’s Assets and Taxable Forward Merger
    4. Taxable Acquisitions: Acquisition Expenses, Stepped-Up Basis Allocation, Intangibles, Amortization, Non-Compete Covenant, Tax Receivable Agreement, etc.
    5. Unwanted Assets
    6. Tax-Free Reorganization Basic Principles
    7. "Solely for Voting Stock" Reorganizations
    8. Reorganizations Not "Solely for Voting Stock"
    9. Code § 351 Acquisitions and Dispositions
    10. Tax-Free Spin-Offs
    11. Taxable and Tax-Free S Corp Acquisitions
    12. Acquiring or Restructuring Distressed Company, Including Debt Cancellation Income and NOLs
    13. Tax Aspects of LBO Financing--Debt and Preferred Stock
    14. Tax Aspects of LBO Structuring
    15. Management Compensation
    16. Acquisitions and Dispositions Using Partnership, LLC, or REIT
    17. Non-Tax Acquisition Issues, Including SEC, State Entity Law, ERISA Group Liability, Accounting, Fraudulent Conveyance, and Antitrust Reporting
    18-20. Reserved
    Table of Internal Revenue Code Sections
    Table of Treasury Regulations
    Table of Treasury Rulings
    Table of Securities Laws
    Table of FASB Statements
    Table of Cases
    Index
    Volume 5: Sample Acquisition Agreements with Tax and Legal Analysis
    21. Introduction to and Explanation of Sample Acquisition Agreements
    22. Taxable Purchase of Stock
    23. Taxable Purchase of Assets
    24. Taxable Purchase of Divisional Business
    25. Taxable Reverse Subsidiary Merger
    26. Tax-Free Merger
    Volume 5 contains sample acquisition agreements and commentary on the tax and other aspects of those sample agreements, including sample agreements for:
    • Taxable stock purchase
    • Taxable asset purchase
    • Taxable divisional purchase
    • Taxable reverse subsidiary merger
    • Tax-free merger (including pro-buyer, pro-seller, and neutral versions of the stock purchase, asset purchase, and divisional purchase agreements)
    as well as additional terms that can be incorporated where Target is a subsidiary in a consolidated group of corporations, Target is an S corp, and/or there is a purchase price adjustment based on Target’s closing date balance sheet.