Chapter 7 Patterns of Sale
Index
- Section 1 Scope of Chapter
- Section 2 Role of the Attorney
- Section 3 Motives of the Parties
- Section 4 Sellers Motives
- Section 5 Buyers Motives
- Section 6 Objectives of the Parties
- Section 7 Sellers Objectives
- Section 8 Buyers Objectives
- Section 9 Resolving Conflicting Objectives
- Section 10 What Is Being Acquired?
- Section 11 Valuation and Price
- Section 12 Tax Results to the Parties
- Section 13 Forms of Consideration to Seller
- Section 14 Cash
- Section 15 Debt Securities
- Section 16 Equity Securities
- Section 17 Deferred Payments
- Section 18 Other Matters of Importance
- Section 19 Successor Liability Issues
- Section 20 Corporate Law
- Section 21 Federal Securities Law
- Section 22 State Securities Law
- Section 23 Regulated Industries
- Section 24 State Law Affecting Conveyances
- Section 25 Antitrust Considerations
- Section 26 Stock Exchange Requirements
- Section 27 Accounting Treatment
- Section 28 State Taxes
- Section 29 Labor Law Requirements and Benefit Plans
- Section 30 Bank Loan Agreements
- Section 31 Patents and Trademarks
- Section 32 Assignability of Contracts
- Section 33 Other Contract Issues
- Section 34 Real Estate Issues
- Section 35 Bulk Transfer Laws
- Section 36 Insurance Experience Ratings
- Section 37 Finders and Brokers Fees
- Section 38 Preservation of Corporate Name
- Section 39 Public Announcements
- Section 40 Planning at All Stages of the Process
- Section 41 Preliminary Negotiations and Investigations
- Section 42 Agreement in Principle
- Section 43 Initial Due Diligence
- Section 44 Definitive Acquisition Agreement
- Section 45 Pre-Closing Due Diligence
- Section 46 Physical Inspection
- Section 47 Contacts With Third Parties
- Section 48 Collection of Information
- Section 49 Closing Checklist and Memorandum
- Section 50 Pre-Closing Rehearsal
- Section 51 Closing
- Section 52 Simultaneous Closing Versus Deferred Closing
- Section 53 Post-Closing
- Section 54 Tax Issues With Basic Acquisition Forms
- Section 55 Sellers Considerations in a Taxable Sale of Stock
- Section 56 Buyers Considerations in a Taxable Sale of Stock
- Section 57 Sellers Considerations in a Taxable Sale of Assets
- Section 58 Buyers Considerations in a Taxable Sale of Assets
- Section 59 Taxable Mergers and Consolidations Generally
- Section 60 Sellers Considerations in Taxable Mergers and Acquisitions
- Section 61 Buyers Considerations in Taxable Mergers and Acquisitions
- Section 62 Sellers Considerations in Nontaxable Corporate Reorganizations
- Section 63 Buyers Considerations in Nontaxable Corporate Reorganizations
- Section 64 Summary