Chapter_12收购、兼并和重组课后题目.ppt

* * * * * * * * * * * * * * * * * * * * * * * * * Structuring the Deal: Tax and Accounting Considerations One person of integrity can make a difference, a difference of life and death. —Elie Wiesel Exhibit 1: Course Layout: Mergers, Acquisitions, and Other Restructuring Activities Part IV: Deal Structuring and Financing Part II: MA Process Part I: MA Environment Ch. 11: Payment and Legal Considerations Ch. 7: Discounted Cash Flow Valuation Ch. 9: Financial Modeling Techniques Ch. 6: MA Postclosing Integration Ch. 4: Business and Acquisition Plans Ch. 5: Search through Closing Activities Part V: Alternative Business and Restructuring Strategies Ch. 12: Accounting Tax Considerations Ch. 15: Business Alliances Ch. 16: Divestitures, Spin-Offs, Split-Offs, and Equity Carve-Outs Ch. 17: Bankruptcy and Liquidation Ch. 2: Regulatory Considerations Ch. 1: Motivations for MA Part III: MA Valuation and Modeling Ch. 3: Takeover Tactics, Defenses, and Corporate Governance Ch. 13: Financing the Deal Ch. 8: Relative Valuation Methodologies Ch. 18: Cross-Border Transactions Ch. 14: Valuing Highly Leveraged Transactions Ch. 10: Private Company Valuation Learning Objectives Primary Learning Objective: To provide students with knowledge of how accounting treatment and tax considerations impact the deal structuring process. Secondary Learning Objectives: To provide students with knowledge of Purchase (acquisition method) accounting used for financial reporting purposes; Goodwill and how it is created; and Alternative taxable and non-taxable transactions. Accounting Treatment Background Statement of Financial Accounting Standard 141 (SFAS 141) required effective 12/15/01 purchase accounting to be employed for all business combinations by allocating the purchase price to acquired net assets. Limitations included difficulty in comparing transactions (e.g., those with minority sharehol