Corporate Transactions
Practical Ways to Increase Shareholder Value
Financial Times Executive Briefings

By Richard H. Westcott
Financial Times / Pearson Education
July 2002
ISBN: 0-273-66100-0
107 Pages, Illustrated, 8 ¼" x 11 ¾"
$225.00 paper original

 

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With the creation of shareholder value lying at the centre of corporate activity, finance directors, chief executives and chairmen are under pressure to drive shareholder value. By ensuring that the business is best structured financially, the finance director can play a role in generating shareholder value. Corporate Transactions is an indispensable guide to the many business techniques that can add shareholder value. The briefing provides accessible technical and practical guidance on how to successfully handle share buybacks, capital repayments, demergers and reconstructions. It focuses on the legal, taxation, regulatory and accounting aspects of each type of transaction, enabling you to assess their value creation potential within your company.

Contents include:
Optimising the capital structure Dealing with surplus capital The share buyback Capital repayments – the technical issues The demerger Other forms of capital reconstruction Joint ventures Other transactions Corporate acquisitions

Contents
Chapter 1. Optimising The Capital Structure - The ways to achieve it Introduction What is Shareholder Value?
Chapter 2. Dealing with Surplus Capital Introduction Equity versus Debt
Chapter 3. The Share Buyback Introduction Methods of Making Buyback -- Market Purchases -- Tender Offer Taxation Legal Position On Market Purchases Off Market Purchases Insider Dealing -- Listing Rules Requirements City Code on Takeovers and Merges
Chapter 4. Capital Repayments - The Technical Issues Introduction Cases where the Company already has the Necessary Paid-Up Share Capital or Share Premium Account -- Taxation -- Legal Provisions -- Accounting Provisions Cases where the Paid-Up Share Capital and Share Premium Accounts are Insufficient to make Payment -- Taxation -- Legal Provisions -- Accounting requirements Stamp Duty
Chapter 5. The Demerger Introduction Reasons for the Demerger Commercial considerations Taxation Inland Revenue Clearance Taxation of Capital Gains Tax Losses Legal Requirements Listing Rules Requirements Accounting Requirements Stamp Duty VAT
Chapter 6. Other forms of Capital Reconstruction Introduction Corporate legislationUse of Sec 425 Companies Act 1985 for Mergers & Acquisitions Other ways of increasing shareholder value Technical Issues Legal Agreements and Arrangements
Chapter 7. Joint Ventures Introduction Technical issues Legal agreements and arrangements Taxation provisions Listing rules requirements Accounting requirements |
Chapter 8. Other Transactions Introduction Securitisations Private Finance Initiatives Accounting Provisions Pension Schemes Sale and Leaseback Transactions Summary
Chapter 9. Corporate Acquisitions Introduction The Acquisition of Private Companies -- Due Diligence -- Sale & Purchase Agreement -- Summary The Acquisition of Listed Companies -- Recommended Offers -- Hostile Offers -- The Offer Document -- The Tactics and Conduct of the Offer -- Other Provisions of the City Code -- Acting in concert
Chapter 10. Conclusion

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