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雷达卡
Entrepreneurs and other business professionals should have a working knowledge of the legal basics of their deals. The best business lawyers counsel their clients not only on the legal framework of a transaction but also on the interplay between legal concepts and business terms. In a sense, there is no distinction between them.
Our hope is that reading these materials will benefit business owners and managers who want to understand more deeply the acquisition process and the major corporate, tax, securities law, and other legal parameters of business acquisitions; lawyers who would like to know, or need a refresher on, what they should be discussing with clients who are either buying or selling a business; and law or business school students who want to learn the legal and business fundamentals of acquisitions, and who also want to get a jump on real-world acquisition practice. Each chapter consists of commentary on what’s really going on in typical situations at each stage, and an in-depth discussion on the particular subject. The appendixes include model or sample documents for a number of common transactions, as well as additional materials. (Appendixes can be found on the Web. See “About the Website.”)
More specifically, this book attempts to do three things. The first is to survey and explain the principal legal factors that affect the feasibility and economic consequences of acquisitions. Almost all transactions are feasible in the sense that it is legally possible to do them.One rare exception would be blockage by the antitrust authorities. It is also true that acquisitions usually can be structured and implemented in a number of different ways. Different structures have different economic consequences to the parties that might not be initially apparent. The business lawyer and other deal professionals (investment bankers as well as business development and other personnel) must devise different structures and implementation schemes and analyze the economic consequences of each. Along with factors that are purely economic, like whether a transaction is taxable, the risks involved in various approaches also must be analyzed and explained.
Mergers and Acquisitions A Step-by-Step Legal and Practical Guide, 2nd edition.pdf
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