Mergers, Acquisitions, and Buyouts, December 2021 By Martin D. Ginsburg, Jack S. Levin, Donald E. Rocap When structuring mergers and acquisitions, there's only one way to be sure that you've thought of all the tax and legal consequences: rely on Martin D. Ginsburg, Jack S. Levin and Donald E. Rocap as you plan, develop, and execute your mergers and acquisitions strategy. In this gold-standard resource for mergers and acquisitions analysis and guidance--available as a five-volume print set, a bundle with the print and CD-ROM editions, or online--these expert practitioners offer you: * Solutions to real-life business merger problems as they arise in negotiations * Step-by-step analysis of typical and non-typical company buyout and company merger transactional permutations * Checklists, flow charts, and other at-a-glance mergers practice materials Whether you represent the buyer, the seller, or another interested party, you can go straight to a model M&A agreement that gives you: * A complete document structured to embody your client's M&A interests * Clauses addressing a wide variety of specific mergers and acquisitions situations * Specific language for even the smallest mergers and acquisitions variations you're likely to encounter * Includes CD-ROM containing Mergers, Acquisitions, and Buyouts: Sample Acquisition Agreements When it comes to companies buying other companies--particularly public company acquisitions--seemingly every transaction raises something unique, Mergers, Acquisitions, and Buyouts is recently updated with: * New step-by-step methods for structuring transactions, with tax, SEC, corporate, HSR, accounting and other mergers considerations * New table summarizing and contrasting terms of pro-buyer, pro-seller, and neutral stock & asset purchase agreements * Practical guidance based on the latest mergers and acquisition news and the most recent corporate acquisition developments * New mergers legislation, M&A regulations, rulings, and M&A litigation outcomes impacting M&A transactions as reflected in recent mergers and acquisitions Frequently asked questions covered in Mergers, Acquisitions, and Buyouts: * What are the tax considerations in our M&A transaction? * Are there recent deals or developments affecting our M&A transaction? * How do we handle unwanted assets? * How do we handle reorganizations that are "solely for voting stock"? * What are the tax aspects of LBO structuring and financing? * What should we be taking into consideration regarding management compensation? * How do you execute a mergers and acquisitions strategy using Partnership, LLC, or REIT?

The authoritative guide M&A professionals have relied on for 35 years—with critical new insights and approaches based on lessons learned from major events and trends of the 2020s For senior executives, bankers, attorneys, accountants, and others, The Art of M&A is the go-to resource for anyone conducting or advising on M&A transactions. It guides you through all phases of the process, covering strategy, valuation, financing, structuring, due diligence, negotiation, closing, and integration/divestitures. Complete with updated research, case law, tax codes, accounting standards, and regulations, this new edition reflects important changes in practices, market trends, court decisions, and state and federal regulations. Updates include: • New deal examples throughout, from Kroger’s/Albertson to X Holdings I, Inc./Twitter. • The latest Delaware legal cases affecting merger agreements, including “fiduciary out” and “material adverse change” clauses critical to buyers and sellers alike. • Brand-new topics, such as de-SPACing, locked-boxes, the one percent U.S. buyback tax, and the pending global minimum tax. The Art of M&A is an indispensable resource for anyone engaged in envisioning, structuring, closing, and prospering from deals that benefit everyone involved.

Mergers, Acquisitions, and Other Restructuring Activities: An Integrated Approach to Process, Tools, Cases, and Solutions, Tenth Edition, is the most comprehensive and cutting-edge text available on the subject. Supported by recent peer-reviewed academic research, this book provides many recent, notable deals, precedent-setting judicial decisions, government policies and regulations, and trends affecting M&As, as well as takeover strategies and tactics. Today's policies, politics and economics are reflected in the book's 40 case studies, 90% of which involve deals either announced or completed during the last several years. These cases represent friendly, hostile, highly leveraged, and cross-border transactions in ten different industries, involving public and private firms and those experiencing financial distress. Sections discuss an overview of M&As, key regulations, common strategies and tactics, how managers may choose a business strategy from available options, valuation methods and basic financial modeling techniques, the negotiating process, how deal structuring and financing are inextricably linked, how consensus is reached during the bargaining process, the role of financial models in closing the deal and strategic growth options as alternatives to domestic M&As. - Provides a rigorous discussion of the strengths and limitations of financial modeling as applied to M&A and how these models can be applied in various areas - Includes new academic research and updated/revised case studies - Presents updated M&A tactics and strategies, along with court cases and new regulations governing business combinations, valuation methodologies and financing

Become fluent in the universal language of beer Beer For Dummies is your companion as you explore the wide world of the third most-consumed beverage globally. Learn to recognize the characteristics of ales, lagers, and other beer styles. Perfect beer-and-food pairings. And embark on the ultimate beer tour, Dummies-style! Whether you're a beer novice or a brewery regular, there’s always something new to learn. We’ll help you pick the right beer for any occasion, understand why beers taste the way they do, and give you a handy reference to their strengths and ideal serving temperatures. This updated edition takes you a journey around the world of new beers—hazy-juicy in the U.S., Italian grape ale, Brazilian Catarina sour. You’ll also get up to date on the latest beer review apps and how the internet is shaping and reshaping beerdom. Cheers! Make an informed choice when selecting a beer and pairing with food Learn the fascinating process of brewing the different types of beer Discover world beer culture and new beer innovations Heighten your enjoyment of the subtleties of craft beer This book is an excellent resource for aiding your understanding, purchasing, drinking, and enjoyment of beer.

TikTok has drawn attention from all over the world. Even if you have never used it before, you would still be familiar with its name. Many people have assumed that it is a US-generated platform, and normally awed at its real origin – a Chinese born and operated platform, a sister or parallel platform of Douyin. Because of the short-video platform–TikTok, and also its dispute with the US government, people have started to paying attention to what is really happening and changing in China. Two questions that hang over everyone’s mind seem to be: why China? And why TikTok? This book attempted to answer the question of why short-video platforms such as TikTok—the most popular ‘made in China’ product of all the Chinese digital platforms—became a significant competitor on the global stage. This book explores the reasons behind the rise of short video platforms in China, with a focus on the sudden and unexpected success of TikTok and its parallel platform Douyin. Beginning with the historical development of China’s online screen industry, the book goes on to investigate the ICT industry, its business models and impact on the screen industry, to unfold the reasons behind the domestic popularity of Douyin. It draws on a spectrum of sources including policy documents, industry reports and expert analysis, which is supplemented by interviews with key people in the field. It traces the changing dynamics of the Chinese online screen ecology, and shows how a mixture of technological, industrial and cultural factors contributed to the proliferation of short-video platforms in China. This engaging and topical book will be ideal reading for students and scholars of media and communication studies, platform studies, and political economy studies.

In the quest for competitive advantage, navigating change can be daunting. Following a unique, four-part structure focussing on confronting strategic issues, sensing opportunities and threats, choosing strategies and transforming organizations, this essential textbook offers a fresh and provocative perspective on strategic management. Covering the latest theories and concepts and taking an action-oriented approach, the book includes: • Cutting-edge content on the confront-sense-choose-transform stages of strategic management such as purpose and sustainability, emerging technologies, ecosystems and platforms, and business model innovation • Four diagnostic chapters providing practical tools for each stage of the strategy process • Nearly 70 case studies of internationally recognisable companies like Airbnb, Ben & Jerry’s, Epic Games store, Hilton, Icebreaker, McDonald’s, Nestlé, Northvolt, Tesla and PayPay • ‘Key Debate’ boxes outlining opposing perspectives on hot topics in the strategy field and ‘Strategic Focus’ boxes digging deeper into contemporary phenomena Instructors can access a range of online resources, including a teaching guide complete with case study teaching notes, further reading and video links, PowerPoints and a bank of additional case studies. Suitable for undergraduate and postgraduate students of strategy, Strategic Management: From Confrontation to Transformation will help you grow your knowledge and experience of developing and implementing strategy in the real world. Henk W. Volberda is Professor of Strategy & Innovation at the Amsterdam Business School, University of Amsterdam. Rick M.A. Hollen is a Lecturer and Researcher at the Strategy & International Business section of the Amsterdam Business School, University of Amsterdam and a Managing Research Associate at the Amsterdam Centre for Business Innovation (ACBI). Joana R. Pereira is Lecturer in the Strategy and Organization group of Leeds University Business School, University of Leeds. Jatinder S. Sidhu is Professor and Chair in Strategic Management and Organization at Leeds University Business School, University of Leeds. Kevin Heij is Senior Researcher of the Amsterdam Centre for Business Innovation at the Amsterdam Business School, University of Amsterdam.

A balanced and practical combination of entrepreneurial theory and cases from a Canadian perspective In the newly revised second Canadian edition of Entrepreneurship, a team of entrepreneurs, professors, researchers, and mentors delivers an accessible and insightful combination of business concepts and cases illustrating contemporary entrepreneurial theory. Exploring every stage of the entrepreneurial process, this comprehensive textbook covers everything aspiring Canadian founders and future entrepreneurs need to know, from ideation to funding, launch, marketing, and more. Throughout the introductory text, a wealth of engaging case studies and examples demonstrate the real-world application of business theory. Perfect for students of business administration, management, and entrepreneurship, Entrepreneurship offers a hands-on learning experience that will appeal to learners who benefit from an abundance of contemporary real-world cases and practical examples.