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The Handbook of Mergers and Acquisitions$
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David Faulkner, Satu Teerikangas, and Richard J. Joseph

Print publication date: 2012

Print ISBN-13: 9780199601462

Published to Oxford Scholarship Online: September 2012

DOI: 10.1093/acprof:oso/9780199601462.001.0001

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Structuring the Transaction

Structuring the Transaction

(p.254) Chapter 9 Structuring the Transaction
The Handbook of Mergers and Acquisitions

Richard J. Joseph

Bill Ryan

Oxford University Press

This chapter discusses various strategic, institutional, operational, and regulatory factors that influence how mergers and acquisitions (M&A) transactions are structured. It elaborates on the “continuity of interest” principle, a judicial doctrine that underlies the whole of deal structuring in the United States. It sets forth the advantages and disadvantages of a stock purchase versus an asset purchase, as well as the use of cash versus stock as consideration. It critiques conventional accounting methods by which transactional outcome has been analyzed. Finally, it places deal structuring in a broader market context, with particular emphasis on recent trends in the United States and Europe.

Keywords:   deal structuring, continuity of interest, stock purchase, asset purchase, regulations, accounting

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