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Practical Guide to Mergers, Acquisitions and Business Sales, by Joseph B. Darby
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CCH's brand-new Practical Guide to Mergers, Acquisitions and Business Sales by seasoned business transaction attorney and author, Joseph B. Darby III, J.D., not only explains the tax aspects of buying and selling a business, but examines the special art of closing major business transactions successfully through an understanding of the tax consequences of the deal. Buying and selling a business is a challenging process. It involves rituals and interactions that are sometimes eerily similar to the courtship dynamic between a human couple. While many business courtships end in an economic marriage, plenty of others fail and for a variety of reasons. Many unsuccessful business negotiations could have made sense, but ultimately floundered, because negotiations went badly awry at some crucial point.
Taxes are often a major source of missteps in a business deal. A business transaction needs to maintain a certain forward momentum to completion. An abrupt change in prevailing tax assumptions can throw a negotiation off so badly that sometimes it never recovers. This is especially true when the parties have expended a significant amount of time and effort negotiating a transaction based on a flawed tax framework.
There also are two other parties with a major economic stake in a business merger, acquisition or sale: the federal government and (usually at least one) state government. The Internal Revenue Code is more than just the law of the land; it is a sophisticated partnership agreement between the U.S. government and every U.S. person. This partnership is one of the most technically complex arrangements imaginable. The role of a tax adviser on an business acquisition transaction is to make everyone aware that there are two "silent partners" in the room at all times and that the Buyer and Seller have a common interest in cutting the silent partners out of the deal or reducing their take. The purpose and mission of Practical Guide to Mergers, Acquisitions and Business Sales is to teach practitioners and business stakeholders how to pare the tax costs of transactions to the absolute minimum, within the boundaries of ethical and appropriate tax reporting.
- Sales Rank: #1102701 in Books
- Published on: 2006-04-21
- Original language: English
- Number of items: 1
- Dimensions: .0" h x .0" w x .0" l, .0 pounds
- Binding: Paperback
- 512 pages
About the Author
Joseph B. Darby III, J.D., is a shareholder in the law firm of Greenberg Traurig in their Boston office. He practices in the areas of tax, intellectual property and corporate transactions. Darby received his J.D. cum laude from Harvard Law School and his B.S. in Mathematics, magna cum laude, from the University of Illinois. The author has written hundreds of articles on a wide range of legal and business topics for a diverse group of publications that include: Trusts and Estates, Tax Lawyer, Worth Magazine, Banker and Tradesman, Boston Business Journal, Boston Phoenix, Contract Professional, CFO Magazine and Hemispheres Magazine. Darby writes on business transactions from the perspective of an experienced tax practitioner who has helped clients successfully structure and close hundreds of M&A deals over his career.
Most helpful customer reviews
0 of 0 people found the following review helpful.
Practical is the key word
By Susan Price
Anyone who has considered the tax effects of a merger or acquisition has probably felt overwhelmed by the volume and complexity of the tax law. It is very easy to get mired in the nuances of the rules and lose sight of the practical applications. Darby's book, Practical Guide to Mergers, Acquisitions and Business Sales provides clarity and focus.
My copy of his book is well used - dog-eared and full of highlights and pencils notes! It serves me in two important ways. First, when I am not familiar with a certain aspect of the rules, the book provides a straight forward discussion and examples. Second, when I find myself getting lost in the maze of M&A rules out there, the book provides focus and grounding.
I highly recommend this book to those just entering the exciting world of tax M&A as well as experienced users in need of a guide to keep them centered.
-Susan J Price, CPA MBA
0 of 0 people found the following review helpful.
Necessity for any Attorney
By CJB
This book is a must for any attorney. It is easy to read, written with a pragmatic tone that avoides uncessary discussion of theory that is useless to practitioners. I bought this book in the spring of 2007 for attorney Darby's class at the Boston Universtiy School of Law LL.M. taxation program. If I have a tax question concerning a merger, acquisiton, or sale I always start with this book. It provides a starting point for my analysis, which I supplement with more detailed treatises if necessary.
0 of 0 people found the following review helpful.
It is very useful. Have a great time in California
By Jak Chokesikarin
Thank for the book! It is very useful. Have a great time in California :)
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