To meet the increasing demands for transparency and efficiency in the deal process and predictability of legal costs in M&A, this new guidebook contains tools to help M&A lawyers streamline and manage transactions, without overlooking important matters or compromising the quality of their legal services. Complete with practical guidance from veteran M&A practitioners, this valuable resource outlines each step of the M&A process, from "Pre-Deal," "Deal," to "Post-Closing," offering insight to help deal lawyers effectively scope, plan, manage, and execute M&A deals. It contains downloadable checklists, forms, and tools that lawyers can customize to implement legal project management in their M&A practice.

"By assembling the highly focused works of more than two dozen businessmen, lawyers, accountants, investment bankers, consultants, and experts in such fields as risk management and human resources, BenDaniel and Rosenbloom seamlessly illuminate a complex subject."-Paul E. Graf, President and CEO, Axel Johnson Inc. This fully revised Second Edition shows readers how to find, analyze, structure, and negotiate international deals.

"This volume includes selected chapters from the annual proceedings of the Fordham Corporate Law Institute. The general subject is the antitrust or competition law analysis of mergers, acquisitions and joint ventures which is a subject of increasing importance. In the last ten years there have been radical changes around the globe in the application of antitrust laws to mergers, acquisitions and joint ventures, including both domestic transactions and transborder transactions. For example, there has been a rabbiting proliferation of merger control systems which require premerger notification and entail global or world bars on closing. Today over 70 jurisdictions have merger control systems. Although differences continue to exist in the substantive tests and analyses, there is a gowing convergence with jurisdictions looking to prior and contemporaneous decisions and analyses in other jurisdictions, notably in the European Community and the United States. Thus most of the chapters focus on the antitrust treatment of merger and acquisitions under the EC Merger regulation and the Clayton Act.

Acquisitions and joint ventures can be difficult, costly, and risky, but if a company uses the right teams and processes and is adequately prepared, the chance of success can be significantly increased. Dr. Triantis, a practitioner with extensive experience in M&A planning and implementation and business strategizing, discusses the resources and preparation that are needed before an acquisition or joint venture should even be started, and the various roles and responsibilities of project participants once it is underway. His book examines the sequence of steps, and the events involved in conducting an acquisition or joint venture and shows how the screening and opportunity assessment process, along with proper planning and transfer of responsibilities, can go a long way toward creating the conditions necessary for success. The book provides guidelines, advice, and recommendations that project teams in key areas must focus on, and by doing so it introduces much needed discipline into the M&A decision making process. It treats important issues and ingredients in project financial analysis, valuation, risk management, negotiations, due diligence and legal agreements. In addition, by examining M&A and joint venture project financing, implementation, the creation and harnessing of synergies, and the need for monitoring and control, the book gives readers greater confidence in their own M&A decision making. Readers will find instruction on how to obtain corporate approvals, deal with project impediments, assess the performance of project teams, distill lessons learned in conducting acquisitions and joint ventures, and how to institutionalize their knowledge after the project is completed. Highly detailed, with a unique viewpoint that challenges prevailing orthodoxies of M&A management, Dr. Triantis's step-by-step approach will be valuable not only for corporate M&A staffers but also for college-level teachers and students.

A comprehensive guide to executing M&A transactions in complex corporate environmentsCorporate Mergers and Acquisitions: A Practical Guide for Practitioners and Team Members provides a foundation for Corporate Development teams, as well as other professionals whose responsibilities include supporting transactions but are not dedicated full-time to M&A, to execute transactions at a consistent, sustainable and high-performing standard.While the technical details and processes for M&A are important, without context they are not enough to ensure success on any transaction. Working well with people in a complex process means building trust at every step. The process steps and communications in this guide are, largely, ways to communicate to your team and the other side in a way that reduces uncertainty and builds trust. You will say on date x that event y will happen, and when that is delivered everyone feels they can trust you - from your senior management to the advisers on the other side of a deal. So, building trust is mission one in an environment where people are nervous because money is at stake and everyone involved has heightened scrutiny from their senior management and Board of directors. This guide starts with a discussion of the alternatives available to corporate strategists to achieve the goals of the business via arrangements with third parties. The ability to provide senior management and the Board of Directors with relevant pros and cons for strategic alternatives allows the business and personal concerns of the leadership to surface at the earliest time possible. Capturing and conveying in an appropriate way these concerns is crucial to the success and credibility of the internal Corporate Development group. The complex interaction of competing internal interests, functional responsibilities, and perceptions of risks is similarly crucial to address from the onset and solve for.The transaction types - ranging from acquisition and divestitures to joint ventures and licensing arrangements - are covered in-depth along with integration activity. A section of this book is devoted to integration activity, processes, and templates to mitigate these risks.The success of a corporation planning to engage in mergers and acquisitions ("M&A") is reliant on skilled external specialists - including transactional counsel, tax advisors, environmental experts, anti-trust lawyers, intellectual property counsel, and accountants. Early determination of which specialists are needed, selecting the right firms, negotiating their engagement, and managing their activity is both crucial and time-consuming In the section entitled Advisors and Team Members the reader will find process recommendations to manage this extended M&A team. The book closes with a section on M&A "Best Practices" and highlights communications, record keeping, and team building.This guide contains a number of tools, processes, and examples to ensure all team members will know the duration and steps in complex transactions and where they will be needed, including:* Strategic screening templates for acquisitions and divestitures* Alternative transaction evaluation template* Detailed timelines with a description of step-by-step activity for acquisitions, divestitures, licensing, and joint ventures* Due diligence prioritization and extensive checklists* Contract negotiation prioritization, a negotiating team template for executive authorization, discussion of key contract features* Transition services agreements* Transaction authorization from the Board of Directors and Shareholders, fairness opinions* Integration processes, templates, "Day One" planning toolsInterspersed throughout the book are "Lessons Learned" with examples taken from the author's three decades of experience in Corporate Development and Strategy roles across the consumer products and telecommunications industries.

Harnessing legal project management as a strategy that is explicitly aligned to a law firm's or legal department's business objectives and culture.