International M&A Joint Ventures &Beyond

Fully revised and updated to reflect today's fast-paced business world, International M&A, Joint Ventures, and Beyond: Doing the Deal, Second Edition shows you how to find, analyze, structure, and negotiate international deals. This essential guide assembles an experienced team of hands-on practitioners who share their knowledge on a variety of cross-border merger and acquisition (M&A) issues and supply you with the know-how to take risks that can reap great rewards.

In today's market, international mergers and acquisitions are being sought by a growing number of companies looking to foster dynamic corporate development. These savvy businesses are reaching across international borders and trade barriers to target viable M&A prospects. While thousands of corporations have taken this route, before you initiate an international M&A venture of your own, it's essential to have a firm grasp of the complexities unique to these international deals. By focusing on the global aspects of M&A, this groundbreaking Second Edition gives you the expertise you need to get the job done-in any market and under any condition.

With International M&A, Joint Ventures, and Beyond: Doing the Deal, Second Edition, you'll acquire the tools necessary to successfully navigate the potentially stormy seas of international deal making, project financing, tax accounting, and the intricacies of due diligence. First and foremost, you'll learn to determine whether an international M&A initiative is right for your company's overall business needs. If you decide that it is, you'll need to develop a strong, proactive plan to identify and contact potential M&A candidates, and ultimately convince them of the benefits of working with your company.

David BenDaniel, Arthur Rosenbloom, and James Hanks Jr. take you step by step through this crucial strategic process. They reveal the finer points of international transactions that are not found in domestic transactions-for example: the inability to execute tax-free exchanges in some jurisdictions; dramatically different ways of dealing with purchase goodwill in others; and the burdens associated with time, distance, political risk, language, currencies, and cultural conflicts.

With invaluable contributions from authorities at American Express, Baker &McKenzie, and other leading firms, International M&A, Joint Ventures, and Beyond: Doing the Deal, Second Edition includes real-world case studies along with checklists and in-depth coverage of:

* Critical issues in planning and implementation of an international merger or acquisition

* Legal aspects of acquiring non-U.S. enterprises

* Accounting principles of international M&A

* Tax aspects of inbound mergers and acquisitions and joint venture transactions

* International financing and government assistance for cross-border M&A transactions

* Valuing companies and negotiating transactions: due diligence issues

* Risk management in cross-border agreements

* Human resources concerns

* Postmerger integration

International M&A, Joint Ventures, and Beyond: Doing the Deal, Second Edition is an accessible and comprehensive international M&A road map for many professionals, from investment and commercial bankers to legal and financial advisers. This invaluable new resource will bring you up to speed on what you need to know about strategic planning, legalities, taxes, accounting, negotiations, pricing, and financing in a global marketplace. Learn every aspect of these intricate deals and understand how these highly complex transactions can benefit your company today and in years to come.

Investors, commercial bankers, and legal and financial advisors will find advice and insight here on finding, analyzing, structuring, and negotiating international merger and acquisition (M&A) deals. Real- world case studies and checklists supplement information on planning and implementing an international merger or acquisition, legal aspects of acquiring non-US enterprises, accounting principles of international M&A, tax aspects of mergers and acquisitions and joint venture transactions, and international financing and government assistance for cross-border M&A transactions. Other topics covered include valuing companies and negotiating transactions, risk management, and postmerger integration. BenDaniel is professor of entrepreneurship at Cornell University.
Annotation c. Book News, Inc., Portland, OR (booknews.com)

This fully revised Second Edition shows readers how to find, analyze, structure, and negotiate international deals.

Praise for International M &A, Joint Ventures &Beyond

"The Second Edition of International M&A, Joint Ventures, and Beyond is superb. David BenDaniel, Arthur Rosenbloom, and James Hanks Jr. have assembled informative, comprehensive, and reliable source materials for cross-border merger and acquisition transactions. These materials will benefit those of us who are engaged daily in the international arena as well as those who are introduced to such ventures for the first time."

-Arthur M. Siskind, Esq., Senior Executive Vice President and Group General Counsel, The News Corporation Limited

"In their second edition of International M&A, Joint Ventures, and Beyond, BenDaniel, Rosenbloom, and Hanks update readers in business, law, and academia alike on what it takes to get sound cross-border deals accomplished. This book is a must for practitioners and in courses covering cross-border business transactions."

-Alan Patricof, Chairman, Apax Partners, Inc.

"A thoughtful compilation of topics, authors, and points of view that is as useful to the novice as it is to the experienced practitioner. Rosenbloom and BenDaniel, now joined by Hanks, are there when you need them."

-Arthur Kowaloff, Managing Director

BNY Capital Markets, Inc.

"This is an excellent set of materials on cross-border business combinations-the best that one can find anywhere. The authors are leading practitioners and academics, and their unparalleled expertise shows in this fine work. The topic is, of course, of ever-growing importance as integration in the world economy continues at a rapid pace."

-John J. Barcelo III, William Nelson Cromwell Professor of International and Comparative Law, and Director, Berger International Legal Studies Program, Cornell University

"By assembling the highly focused works of more than two dozen businessmen, lawyers, accountants, investment bankers, consultants, and experts in such fields as risk management and human resources, BenDaniel and Rosenbloom seamlessly illuminate a complex subject."-Paul E. Graf, President and CEO, Axel Johnson Inc.

This fully revised Second Edition shows readers how to find, analyze, structure, and negotiate international deals.

List of Exhibits.

PART ONE: CRITICAL ISSUES IN PLANNING AND IMPLEMENTATION.

Strategic Choices (L. Newman).

PART TWO: LEGAL ASPECTS.

Legal Aspects of Acquiring U.S. Enterprises (P. McCarthy).

Legal Aspects of Acquiring Non-U.S. Enterprises (P. McCarthy).

PART THREE: ACCOUNTING AND TAX ASPECTS.

Accounting Aspects of International Mergers and Acquisitions (R. Hoffman).

Tax Aspects of Inbound Merger and Acquisition and Joint Venture Transactions (D. Tillinghast).

Tax Considerations in Acquiring Non-U.S. Enterprises (R. Bossart &J. Meisel).

PART FOUR: FINANCIAL ASPECTS.

International Financing for Cross-Border M&A Transactions (R. Smith &Y. Nao).

Government Assistance in Financing Cross-Border Transactions (K. Brody &R. Waxman-Lenz).

Overview of International Project Finance (S. Hoffman).

PART FIVE: JOINT VENTURES.

Nature of International Joint Ventures and Their Role in Global Business (V. Kvint).

Legal Aspects of International Joint Ventures and Stratrgic Alliances (R. Ebin).

PART SIX: VALUING COMPANIES AND NEGOTIATING TRANSACTIONS.

Pricing and Negotiations (A. Rosenbloom).

PART SEVEN: SPECIAL TOPICS.

Risk Management in Cross-Border Transactions (A. Fisher &R. Inserra).

Human Resources Concerns (D. McClurg).

Postmerger Integration (C. Wood &R. Porter).

References.

Index.