Book Review: Mergers and Acquisitions of Privately Held Companies: Analysis, Forms, and Agreements

Bloomberg has just published a comprehensive treatise on mergers and acquisitions of privately held companies, appropriately titled Mergers and Acquisitions of Privately Held Companies: Analysis, Forms, and Agreements. The book covers all important legal and business issues associated with acquisitions of privately held companies, including companies that are venture backed or private equity backed. The book has a particular focus on technology companies.

The San Francisco/Silicon Valley-based authors are Richard D. Harroch of VantagePoint Capital Partners; David A. Lipkin of McDermott, Will and Emery; and Richard V. Smith of Orrick, Herrington & Sutcliffe. Collectively they have been involved in over 750 M&A transactions.

The treatise includes practical guidance, negotiating tips, and examples of all the important forms and agreements involved in a successful M&A transaction. The forms and agreements are included in a companion electronic download.

The topics discussed include:

• Common mistakes made by sellers
• Tactics for successful negotiations
• Letters of intent
• Pro-buyer and pro-seller sample forms
• Important considerations for in-house counsel
• Key liability and indemnification issues in merger agreements
• Intellectual property issues
• Due diligence investigations
• Board and shareholder approvals

Mike Perlis, the Vice Chairman of Forbes and former partner at Softbank, says:

“This book is the definitive work on mergers and acquisitions of privately held companies. It covers all the deal dynamics and the key business and legal issues. I recommend the book to lawyers, C-level executives, founders, private equity firms, and venture capital funds.”

Mike Splinter, the Chairman of the Board of NASDAQ and former CEO and Chairman of Applied Materials, says:

“This book is the definitive guide to structuring, negotiating, and closing mergers and acquisitions. The book is comprehensive, practical, and contains many great forms and agreements.”

The Table of Contents shows how comprehensive this 1,500 page book is:

Chapter 1: Overview of Mergers and Acquisitions
Chapter 2: Preparation for an M&A Event
Chapter 3: Investment Banker Forms and Agreements
Chapter 4: Nondisclosure Agreements
Chapter 5: Letters of Intent and Term Sheets
Chapter 6: Due Diligence Issues and Forms
Chapter 7: Merger Agreements
Chapter 8: Sale of Assets Agreements
Chapter 9: Employment Related Forms & Agreements
Chapter 10: Miscellaneous Agreements & Forms
Chapter 11: Regulatory Forms
Chapter 12: Board of Director Documents
Chapter 13: Stockholder-Related Forms
Chapter 14: M&A Closing Documents

The book contains over 50 forms and agreements. Particularly valuable are the sample merger agreements (both pro-buyer and pro-seller oriented), together with actual merger agreements involving brand name acquirers.

Mergers and Acquisitions of Privately Held Companies: Analysis, Forms, and Agreements is available now at Bloomberg Law.

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