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Acquiring or Selling the Privately Held Company 2006
Chair(s):
John F. Seegal, David W. Pollak
Practice Area:
Corporate law,
Securities and other financial products
Published:
Jun 2006
i
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ISBN:
1402407572
PLI Item #:
8434
CHB Spine #:
B1546, B1547
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Table of Contents
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Front Matter
Table of Contents
Table of Contents
Chapter 1. Changes in Bargaining Power
Chapter 2. Buyer-Oriented Summary Time Schedule for Assets Acquisition of Privately Held Company
Chapter 3. Private Company M&A: Deal Structures, Execution and Related Sales
Chapter 4. The Anatomy of Working Capital Purchase Price Adjustment Provisions in Acquisition Agreements
Chapter 5. Acquiring Or Selling The Privately Held Company: General Business Considerations
Chapter 6. The Sale Process
Chapter 7. Investment Banking Fees
Chapter 8. Negotiating the Investment Banking Engagement Letter
Chapter 9. Confidentiality Agreements
Chapter 10. Auction Sale Process Materials
Chapter 11. Letters of Intent in the Acquisition or Sale of the Privately Held Company
Chapter 12. Maximizing Leverage in Future Negotiations: Drafting Suggestions for the Letter of Intent
Chapter 13. Initial Due Diligence Checklist
Chapter 14. Federal Income Tax Issues in the Acquisition or Sale of a Privately-Held Company
Chapter 15. Stay Bonuses and Parachute Payments
Chapter 16. Third Party Legal Opinions in Acquisitions of Privately Held Companies
Chapter 17. Employee Benefit Plans in Corporate Acquisitions, Dispositions and Mergers
Chapter 18. Fighting the Personnel Fires: Dealing with Employment Issues Arising from Mergers and Acquisitions in a High Tech Environment
Chapter 19. Acquiring or Selling a Privately Held Company: Labor Law Aspects
Chapter 20. Intellectual Property Issues March 2005 Revision
Chapter 21. Environmental Issues and Liability Considerations
Chapter 22. Environmental Issues and Liability Considerations
Chapter 23. Stock Purchase Agreement Buyer Form
Chapter 24. Successor Liability in Asset Acquisitions
Chapter 25. Assets Purchase Agreement Buyer Form
Chapter 26. Asset Purchase Agreement
Chapter 27. Asset Purchase Agreement (Purchase of Division)
Chapter 28. The Lawyerless Acquisition
Chapter 29. Closing Memorandum
Chapter 30. Agreement and Plan of Reorganization by and Among Acquiror, Inc. Target Acquisition Corporation, Target, Inc. and Principal Shareholder, as Shareholders’ Agent
Chapter 31. Fiduciary Duties of Directors Considering a Proposal for an Acquisition of a Privately Held Company
Chapter 32. Minimization of Pre-Closing Risk in Private Company Acquisitions
Chapter 33. Allocation of Post-Closing Risk in Private Company Acquisitions
Chapter 34. Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies
Chapter 35. Structuring and Negotiating Earn-Outs
Chapter 36. Structuring and Negotiating Earn-Outs
Chapter 37. Sarbanes-Oxley Act Changes Best Practices for Public and Private Companies Engaged in Acquisitions
Chapter 38. The Acquisition as Exit Strategy: Special Issues When Public Companies Acquire Privately-Held Companies
Chapter 39. Special Problems of Acquisitions Prior to an Initial Public Offering
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