Mergers and Aquisitions

INTRODUCTION PART I CHAPTER I. DEFINITION OF CORPORATE OBJECTIVES Financial Product And Marketing Research, Development, and Engineering Manufacturing Personnel Community Relations Corporate Image CHAPTER II. EVALUATION OF RESOURCES Management Research, Engineering, And Product Development Patents Product Line and Product Features Manufacturing Marketing: Organization Markets and Market Position Financial: Existing New Post Merger CHAPTER III. FORWARD PLANNING Growth Directions Alternative Methods of Implementation Reasons for Merger or Acquisitions Route: Financial Operating CHAPTER IV. CRITERIA Industry Company CHAPTER V. ORGANIZING FOR MERGER OR ACQUISITION CHAPTER VI. THE PROSPECT PRESENTATION History and Present Business Objectives and Plans Reasons For Merger And Acquisition Preferred Means of Exchange PART II CHAPTER VII. SEARCH For The Ideal Company For The Available Company CHAPTER VIII. APPROACH AND EXPLORATION Why Companies Sell Out: Personal Reasons Business Reasons Determining the Right Contact Tailoring The Approach CHAPTER IX. EVALUATION Analysis of Operating Trends Analysis of Accounting Methods and Procedures: Inventories Depreciation Capitalizing And Expensing Reserve for Bad Debts Inclusion of Capital Gains In Earnings Publicly Held vs. Closely Held Company Accounting Other Financial Differences Methods of Determining Value: Appraisal of Assets Discounted Cash Flow Going Concern Value Capitalization Of Earnings CHAPTER X. LEGAL, TAX, AND ACCOUNTING CONSIDERATIONS The Legal View: Definitions Considerations The Tax View: Tax-Free Acquisitions Taxable Acquisitions The Accounting View: Effect of 'Purchase' Accounting Effect of Pooling Interest Accounting Distinction Between 'Pooling' and 'Purchase' Accounting Continuity of Ownership Continuity of Business And Management Relative Size CHAPTER XI. NEGOTIATION Allocation of Profits Method of Payment Timing of Payment Deferred Payment CHAPTER XII. ASSIMILATION