The following article is adapted and reprinted from the M&A Tax Report, Vol. 8, No. 5, December 1999, Panel Publishers, New York, NY.

BOOK REVIEW: THE BEST IN M&A

By Robert W. Wood

At The M&A Tax Report, we occasionally receive books that we think deserve mention. The latest edition of The Best in M&A, published by our colleagues at Bowne is a telephone book size compilation of articles on issues that we all should care about. This is the second edition of The Best in M&A. The first edition followed a similar format and we liked it. We also like this volume. It divides the articles into rough topic areas, including:

• Strategy and Pre-deal Planning;

• Due Diligence;

• Stock-swap Deals;

• Intellectual Property and Information Technology;

• Negotiating and Drafting the Deal Terms;

• Employee Benefits and Executive Compensation;

• Earn-outs;

• Defenses and Auctions;

• Antitrust Clearance;

• Directors' Duties;

• Global M&A;

• Investment Bankers;

• Post-deal Integration and Success; and

• Personal Survival in M&A.

This list of topic areas (under each of which anywhere from one to a half dozen articles are slotted) goes well beyond the scope of this newsletter. At the same time, it is good for all of us to see how the tax issues fit in on the overall deal perspective.

As a tax lawyer, my only complaint is that there is not a segregated portion of the book for tax discussion. (We tax advisors do like to feel important, don't we?) Tax discussion pops up in a number of different segments of the tome, including the Employee Benefits and Executive Compensation section, the Earn-out section, and so on. Some of the articles that are not labeled as tax articles contain discussion that tax and deal lawyers need to consider, because the topics may be closely related to tax-driven desires. For example, one article in the "Stock-swap Deals" category deals with different methods of price protection in stock-swap transactions, something that all corporate (and a good deal of tax) advisors often have to consider.

All-in-all, like the previous Bowne compendium, I find this a useful volume. It's a little light on tax advice, but as I occasionally delve into other areas, too, I find it a useful resource. The Best in M&A, 2d Edition, is available from Bowne for $150 ($25 off the regular price) at 800/370-8402 or at pubs@bowne.com.

Book Review: The Best in M&A, Vol. 8, No. 5, M&A Tax Report (December 1999), p. 6.