This guide to the legal issues that must be addressed anytime there is a sale, a purchase, or a merger of a business. Also included are thorough discussions of the various types of restructuring, the way in which each type functions, the laws that govern them, and caselaw that provides guidance. Insights and practice tips from experienced practitioners are included on topics including preliminary considerations, letters of intent, confidentiality agreements, tax implications and pitfalls, valuation of property, methods of payment, federal and state securities law considerations, sales of assets and stocks, and more.
TABLE OF CONTENTS
Chapter 1 — Preliminary Considerations
Jeffrey Shuman, Jenner & Block, and Jessica A. Garascia, AAR Corp., Chicago
Chapter 2 — Letters of Intent
James R. Asmussen, Polsinelli PC, Chicago
Chapter 3 — M & A Tax Basics
Jeffrey S. Shamberg, Neal, Gerber & Eisenberg, LLP, Chicago
Chapter 4 — Valuation, Purchase Price, and Financing
Reviewed by IICLE Staff
Chapter 5 — Sample Assets Purchase Agreement with Commentary
Reviewed by IICLE Staff
Chapter 6 — Sale of Stock
James R. Asmussen, Polsinelli PC, Chicago
Chapter 7 — Private Company Mergers
Robert E. Connolly, Levenfield Pearlstein, LLC, Chicago
Chapter 8 — Labor, Employment, and Benefit Issues in Mergers and Acquisitions
Joshua L. Ditelberg, Seyfarth Shaw LLP, Chicago
Chapter 9 — Federal and State Securities Law Considerations for Nonpublic Entities
Jeffrey Shuman, Jenner & Block, Chicago
Chapter 10 — Confidentiality and Nondisclosure Agreements in Mergers and Acquisitions
John F. Kennedy and Paul J. Coogan, Taft Stettinius & Hollister LLP, Chicago
