Choosing a Deal Structure

• Posted by Geoffrey G. Gussis on July 20th, 2006


• Filed in Corporate/M&A

The team at the Practising Law Institute has released another free download - this time it’s perfect for in-house counsel who focus on mergers and acquisitions.  The article, by Igor Kirman (Wachtell, Lipton, Rosen & Katz) is:

"an important
PowerPoint introduction to the variety of deal structures that dominate
today’s environment. Even if you know nothing about dealmaking, this piece works, for Kirman assumes little knowledge. He diagrams the process involved in a variety of deal structures for both public and private company–Stock Purchase, Asset Purchase, Forward Merger, "Forward Subsidiary" Merger, "Reverse Subsidiary" Merger–which makes things a lot better than simply saying, "Company A offers its outstanding shares for what Company B has behind Curtains 1, 2 or 3." He also spends considerable time on the benefits of tender offers vis � vis long-form mergers. And Kirman even explains the term "tender offer" for those, like Toolbox, who didn’t know that it is not defined in the relevant legislation (The Williams Act). If you don’t know the difference between the Eight Factor Test and the Totality of the Circumstances Test for determining whether a tender offer has occurred or don’t know the Best Price Rule, you can look it all up yourself or you can have what’s hiding behind the link below."

Choosing a Deal Structure (PowerPoint Presentation).