1 / 13

BUSINESS ACQUISITIONS

BUSINESS ACQUISITIONS . NEGOTIATING AND PREPARING THE ACQUISITION AGREEMENT. BASIC TYPES OF AGREEMENTS. Asset Purchase Stock Purchase Cash Merger Stock Merger. WHAT THE ACQUISITION AGREEMENT COVERS. Describes the transaction structure, purchase price and procedures for closing

marah-paul
Télécharger la présentation

BUSINESS ACQUISITIONS

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript

  1. BUSINESS ACQUISITIONS NEGOTIATING AND PREPARING THE ACQUISITION AGREEMENT

  2. BASIC TYPES OF AGREEMENTS • Asset Purchase • Stock Purchase • Cash Merger • Stock Merger

  3. WHAT THE ACQUISITION AGREEMENT COVERS • Describes the transaction structure, purchase price and procedures for closing • Allocates risk between the buyer and seller for both known and unknown liabilities and obligations • Contains promises (i.e., covenants) of the parties • Contains indemnification procedures • Contains the extent of commitment to close the transaction.

  4. WHAT THE BUYER WANTS • Receiving what is expected at closing • Good Title to the Purchased Assets or Stock • All of the Facilities, Individuals, Assets, Rights, Contracts and other Items Needed to Continue and Enhance the Businss • The option to “bail out” if the business is not what has been represented or what is expected • Post-closing protection against contingent or unknown risks

  5. WHAT THE SELLER WANTS • Certainty and speed of Closing • Receiving the Purchase Price without Risk • Not being at risk for the assets, liabilities or operations of the business after the closing

  6. GENERAL SECTIONS OF ACQUISITON AGREEMENTS • Introduction and Description of Transaction • Consideration for Transfer of Business • Representations and Warranties of Seller • Representations and Warranties of Buyer • Covenants of the Parties • Conditions to Closing • Termination Procedures and Remedies • Indemnification

  7. INTRODUCTION AND DESCRIPTION OF TRANSACTION • Description of Parties to the Stock Purchase Agreement • Shareholders as Sellers in a Stock Purchase Transaction • The Corporate Target is Often a Party to the Agreement, even if it’s a stock Purchase • In some states, spouses to the shareholders are necessary • Need to be sure that stock option and stock warrant holders are parties

  8. INTRODUCTION AND DESCRIPTION OF TRANSACTION • Description of the Form of the Transaction • Stock Purchase for All of the Capital Stock of the Corporation • Consider using a Merger transaction in order to not have each of the shareholders sign the Acquisition Agreement and Avoiding a Recalcitrant Shareholder • Be Certain that All of the Capital Stock is Being Acquired • Review the Stock Record Books of the Corporation • Pay particular regard to Stock Options, Stock Warrants and Conversion Rights of Debt and Preferred Stock.

  9. THIS IS ONLY A PARTIAL VIEW OF THE FULL DOCUMENT. THE REMAINING PAGES ARE INTENTIONALLY NOT SHOWN. THEY ARE ONLY AVAILABLE TO SHORT TERM AND LONG TERM SUBSCRIPTION MEMBERS AFTER LOGIN IN THE MEMBERS DOWNLOAD AREA. BUT REMEMBER… The templates are only part of the story. What you put in them is also VERY IMPORTANT. Some may say, even more so. This is why, as a subscription member, we also provide you with the tools below to help guarantee your success. IDEAS Creative ideas generator Procrastination killer DATA Market research Industry intelligence Competitive analysis COLLABORATE Project management Online help & support Team Management Nobody elseprovides you with such a comprehensive package to ensure your success and ultimately improve your career rewards and status.

More Related