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Author | : Alexander W. Nürk |
Publisher | : diplom.de |
Total Pages | : 144 |
Release | : 2008-08-25 |
Genre | : Business & Economics |
ISBN | : 3836618109 |
Download The challenge of drafting purchase price adjustment clauses in merger & acquisition contracts Book in PDF, ePub and Kindle
Inhaltsangabe:Introduction: The topic of Mergers and Acquisitions (M&A) is currently on everyone s lips. No day passes by without reading about a planned or realised M&A transaction in the newspapers. The last few years have been record years for the M&A business. The year 2007 could in fact top the record year of 2006. Although, the first half of 2007 was remarkably successful, the subprime crisis of the credit markets led to a slow-down in the second half. However, M&A transactions with a transaction volume of approximately $ 4.830 billion took place worldwide in 2007. The forecasts for 2008 expect a recession of the transaction volume of up to 25 % of the previous year. Mega-deals will not make the headlines as often as in 2007, because banks became more careful in granting credits for such deals due to the subprime crisis. However, M&A International INC. (MAI) expects that the subprime crises will have only little impact on small and medium-sized M&A transactions and 2008 will still be a good year for the M&A business.Various companies have also taken advantage of the weak U.S. Dollar exchange rate and plan M&A deals overseas. Since the wind has not yet been taken out of the M&A businesses sails, the challenge of performing a successful M&A transaction remains. Like any other businesses, M&A transactions are a dynamic process which has to be accounted for. When a buyer purchases a company (target), the assets of the company cannot be held in stasis until the transaction is settled. The company is in a constant flow and its value changes constantly. This makes it hard to determine a precise purchase price that remains valid from the beginning until the end of the transaction process. Since the value of the company changes through this process, the purchase price has to be adjusted. Therefore, purchase price adjustment tools have to be part of the M&A contract to ensure so. Generally, legal counsels are assigned to draft M&A contracts for the parties. Although, an M&A team should consists not only of lawyers, but also of accountants, tax consultants and others, where every member is specialised in a certain field, the legal counsel should have a general overview, since he is the one drafting the contract. The quality of his drafting becomes apparent when disputes arise. Most lawyers have no clue about company valuation methods or the principles of orderly accounting. However, these two applications are essential when it comes to drafting [...]
Author | : United States. Bureau of the Census |
Publisher | : |
Total Pages | : 10 |
Release | : 1973 |
Genre | : Housing |
ISBN | : |
Download Purchase Price of Mortgaged Homeowner Properties Acquired in 1967-1971, for the United States, 1971 Book in PDF, ePub and Kindle
Author | : Andrea Cordell |
Publisher | : Routledge |
Total Pages | : 190 |
Release | : 2018-04-27 |
Genre | : Business & Economics |
ISBN | : 1351239562 |
Download The Category Management Handbook Book in PDF, ePub and Kindle
Category management is one of the biggest contributors of commercial value in the area of procurement and supply chain. With a proven track record of successful delivery since the early 1990s, it helps organisations gather and analyse key data about their procurement spend before subsequently creating and delivering value-adding strategies that change the value proposition from supply chains. The aim of category management is to find long-term breakthrough strategies that help lift an organisation’s commercial performance to a new level. Because of its strategic long-term orientation and complex execution, category management has long been the preserve of commercial consulting companies – in effect a ‘black box’ toolkit shrouded in expensive methodologies. This practical handbook lifts the lid on category management by providing readers with a step-by-step process and established toolkit that allows them a ‘do-it-yourself’ approach. Each activity is presented as a simple tool or technique for practitioners to apply to their own organisations. To support each activity, easy-to- use templates and checklists have been provided, together with simple but practical hints and tips for implementation. This handbook is a ‘must read’ for all procurement and supplychain managers looking to find significant improvements in their organisations. Its practical approach cuts through long-winded consultant-speak and provides an easy-to-use practical toolkit for everyday application.
Author | : Alexander W. Nrk |
Publisher | : Diplomica Verlag |
Total Pages | : 155 |
Release | : 2009-02 |
Genre | : Business & Economics |
ISBN | : 3836670119 |
Download Drafting Purchase Price Adjustment Clauses in M&a Book in PDF, ePub and Kindle
This book is for drafters of Mergers & Acquisitions (M&A) contracts. It provides an overview of purchase price adjustment tools, manipulation issues, purchase price calculation standards and the inter-relationship of such clauses. Chapter 2 discusses the basics of M&A, such as the scope of definition for M&A, and the different motives and phases during the M&A process. Chapter 3 provides a brief introduction into company valuation methods. Various valuation methods are involved in purchase price adjustment issues, hence it is essential to know their components to obviate manipulation potentials. In chapter 4, various guarantees are highlighted where its breaches can also result in purchase price adjustment. Discussion focuses on the guarantees under German law, which have different impacts depending on the magnitude. An ambiguously drafted clause can have the surprising opposite effect desired by the parties. This leads to one of the central themes of the paper; precise formulation of clauses is the foundation for good contract drafting as it reduces potential future disputes. The main chapter of this book is chapter 5 where the two tools which directly influence the purchase price will be discussed: retrospective purchase price adjustments (post-closing adjustments) and future-oriented purchase price adjustments (earn-outs). The differences, advantages and disadvantages for both parties, the appropriate metric, manipulation issues and the calculation of the purchase price adjustment will be covered to guide the drafter of common foreseeable problems. Chapter 6 provides a brief introduction to issues which can arise relating to dispute resolution, which are common avenues in international M&A transactions as arbitration does not necessary always follow the set international rules. Other clauses in an M&A contract also have influence indirectly, on the purchase price, so chapter 7 covers the matter of coordination of purchase price influencing clauses.
Author | : Minnesota. Treasurer's Office |
Publisher | : |
Total Pages | : 276 |
Release | : 1915 |
Genre | : Finance |
ISBN | : |
Download Annual Report of the State Treasurer of Minnesota, for the Fiscal Year Ending ... Book in PDF, ePub and Kindle
Author | : California (State). |
Publisher | : |
Total Pages | : 90 |
Release | : |
Genre | : Law |
ISBN | : |
Download California. Court of Appeal (2nd Appellate District). Records and Briefs Book in PDF, ePub and Kindle
Author | : Lawrence Zhang |
Publisher | : Harvard University Press |
Total Pages | : 338 |
Release | : 2023-01-10 |
Genre | : |
ISBN | : 9780674278288 |
Download Power for a Price Book in PDF, ePub and Kindle
The Qing dynasty office purchase system (juanna), which allowed individuals to pay for government appointments, was regarded in traditional Chinese historiography as inherently corrupt and anti-meritocratic. Lawrence Zhang's groundbreaking study of a broad selection of new archival and other printed evidence contradicts this widely held assessment.
Author | : |
Publisher | : |
Total Pages | : 868 |
Release | : 1920 |
Genre | : South Africa |
ISBN | : |
Download S.C. Book in PDF, ePub and Kindle
Consists of reports of various Select Committees, each with a distinctive title.
Author | : Edmund Samson Green |
Publisher | : |
Total Pages | : 1548 |
Release | : 1904 |
Genre | : Law reports, digests, etc |
ISBN | : |
Download Digest of the Decisions of the Courts of Last Resort of the Several States from 1887 to [1911] Contained in the American State Reports : Volumes 1 to [140] Inclusive, and of the Notes to the Cases Reported Therein: Municipal corporations to Yellows Book in PDF, ePub and Kindle
Author | : Emerson Hough |
Publisher | : CreateSpace |
Total Pages | : 216 |
Release | : 2015-08-01 |
Genre | : |
ISBN | : 9781515318231 |
Download The Purchase Price Book in PDF, ePub and Kindle
The Purchase Price