Product Description
When The Art of the Corporate Deal was written in 1999, the KPMG head of mergers and acquisitions, who had been given an advanced copy, referred to the book as “a single source reference to corporate and business-related matters that would be a welcome addition to the library of lawyers, accountants, and other professionals engaged in the small and middle- company sector of corporate mergers and business acquisitions.” Each subsequent edition was updated and expanded and this, the 4th edition, is current as of the date of writing. The introductory chapter, new to this edition, is an in-depth primer on the subject of determining the present market value of capital or debt securities based upon the capitalization of the expected cash flow. Also included in this new edition is an in-depth treatment of the so-called “hybrid sale of shares/acquisition of assets agreement” which bridges the competing interests of the vendor and the purchaser by giving to each the tax benefits that each is seeking. As a practicing lawyer for over sixty years, Barry Lipson has represented companies and businesses of varying sizes in corporate, real estate and trust matter both in Canada and United States and has acted as the lead lawyer on a number of Canada’s major transactions. His writings and lectures throughout the years have been well received by lawyers, accountants and other professionals engaged in commercial transactions.
Preface
Acknowledgements
Introduction
PART 1: VALUING THE SELLER’S COMPANY
Chapter 1: Basic Thoughts and Principles
Chapter 2: Methods of Valuation
Chapter 3: The Intrinsic Value of the Seller’s Company
Chapter 4: The Market Value of the Seller’s Company
Chapter 5: Value and the Capital Structure
Chapter 6: Risk Assessment
Chapter 7: Value and the Financial Acquisitions
PART 2: THE ART OF THE NEGOTIATION
Chapter 8: The Planning Process
Chapter 9: Structuring the Deal
Chapter 10: Negotiating Strategies and Tactics
Chapter 11: Negotiating a Contract in Good Faith
PART 3: THE ART OF DRAFTING
Chapter 12: Preliminary Considerations
Chapter 13: Drafting an Asset Purchase Agreement
Chapter 14: Drafting a Share Purchase Agreement
Chapter 15: Drafting a Hybrid Share/Asset Purchase and Sale Agreement
Chapter 16: Drafting an Earn-Out Arrangement
PART 4: FORMS
Form 1: Letter of Intent
Form 2: Letter of Intent [Alternate Form]
Form 3: Confidentiality Agreement
Form 4: Share Purchase Agreement
Form 5: Share Purchase Agreement [Short Form]
Form 6: Non-Negotiable Subordinated Note
Form 7: Alternate Clauses for Lock-Up/Exclusivity Arrangements
Form 8: Draft Project Plan
Form 9: Pro Forma Agenda and Timetable
Form 10: Due Diligence Master Checklist
Form 11: Letter of Intent as an Ongoing Concern
Form 12: Letter of Intent [Alternate Form]
Form 13: An Asset Purchase Agreement
Form 14: Asset Purchase Agreement
Form 15: Non-Competition Agreement
Form 16: Non-Competition Agreement [Alternate Form]
Form 17: Hybrid Asset/Share Purchase and Sale Agreement
Form 18: Resolution of Dispute Provisions
Form 19: Drafting Default Remedies
Form 20: Letters of Intent—Memorandum of Agreement (Formation of Corporation)
Form 21: Shareholders’ Agreement—Shareholder Agreement—Checklist
Form 22: Shareholders’ Agreement—Two-Party Shareholder Agreement
Form 23: Shareholders’ Agreement—Multiple-party Shareholder Agreement
Index
About the Author
“The Art of the Corporate Deal takes the layperson and experienced deal maker alike through the process of buying or selling a business from start to finish. Often our clients are surprised by the amount of planning and the number of different steps within the process of a transaction and, although no two deals unfold exactly the same, they all share most or all of the elements discussed by Mr. Lipson in his book. The Art of the Corporate Deal is a worthwhile and easy read to introduce, or revisit, what will be involved once the decision has been made to pursue a transaction.”
