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Mergers Acquisitions, and Joint Ventures
May 2003
Reviewed and updated February 2012
Compiled by Ellen Terrell
Business Reference Services
Library of Congress
I have chosen to focus on deals in the United States
– though many of these sources do cover international
deals. As for sources for SEC filings, I have only included
a few that are more well known both paid and free. Also,
there is much information on mergers, acquisitions, and
joint ventures that I have not included. I have focused on
the more technical sources dealing with specific
information, so such things as management of corporate
change and other sociological aspects have not been
included.
For a variety of reasons, many of the sources will not
necessarily have all of the information on a deal that is
desired.
-
First, if the information is not required to be filed
with any regulators because the deal involves companies
that are private, information may or may not be
available. The SEC briefly describes its role at http://www.sec.gov/answers/mergers.htm.
-
Second, filing requirements in non-US countries are quite
different, so information that is available on a deal in
the United States may not necessarily be available for
deals in other countries.
-
Lastly, companies often only reveal the information that
they are required to for regulatory or strategic
purposes.
One final comment, many of the sources – especially the
electronic transaction data sources – are subscription
based and quite expensive. While much of the data in such
subscription resources (insofar as it relates to public
companies), may also be in required public filings, it forms
part of a much larger document. The paid sources offer
versatility in search parameters and downloading that make
these services desirable and expensive.
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Wall Street, 1847
by Aug. Köllner ; from lith. by Deroy ;
Vermilye & Co
(Library of Congress).
Reproduction number: LC-USZC4-2461
SCOPE OF THIS GUIDE
SEC FILINGS
GENERAL RESOURCES
INTERNET RESOURCES
SUBSCRIPTION DATABASES
SUBJECT HEADINGS
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Laws | Filings (Descriptions and Sources)
Major legislation governing the securities industry
includes the following:
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Securities Act of 1933
http://www.sec.gov/about/laws/sa33.pdf [PDF format: 224 KB/93 p.]
Requires that investors receive financial and other
significant information concerning securities being
offered for public sale; and prohibits deceit,
misrepresentations, and other fraud in the sale of
securities.
-
Securities Exchange Act of 1934
[PDF format: 850 KB/371 p.]
The Act creating the Securities and Exchange
Commission.
-
Public Utility Holding Company Act of 1935
Interstate holding companies engaged, through
subsidiaries, in the electric utility business or in
the retail distribution of natural or manufactured gas
are subject to regulation.
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Trust Indenture Act of 1939
http://www.sec.gov/about/laws/tia39.pdf [PDF format: 134 KB/38 p.]
Covers debt securities such as bonds, debentures, and
notes that are offered for public sale.
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Investment Company Act of 1940
http://www.sec.gov/about/laws/ica40.pdf [PDF format: 389 KB/118 p.]
Regulates the organization of companies, including
mutual funds, that engage primarily in investing,
reinvesting, and trading in securities, and whose own
securities are offered to the investing public.
-
Investment Advisers Act of 1940
http://www.sec.gov/about/laws/iaa40.pdf [PDF format: 164 KB/40 p.]
Provides for the regulation of investment advisors.
-
William Act of 1966
This act contained amendments to the Securities Exchange Act of 1934 and imposed requirements on public tender offers.
Additional information about laws governing the securities
industry can be obtained from the
-
Securities
and Exchange Commission which provides a page
summarizing the major legislation governing the
securities industy, along with links to the full text of
a number of the laws, many from the Securities
Lawyer's Deskbook.
-
The Securities
Lawyer's Deskbook
web site, maintained by the
University of Cincinnati College of Law, provides full
text of many of the above laws, along with rules and
regulations promulgated under each act, selected forms
prescribed under the Securities Act of 1933, and
regulations setting Standards of Professional Conduct for
Attorneys.
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There are many sources for SEC filings. Only a selected few
are listed below.
Descriptions of SEC forms (Securities and
Exchange Commission)
http://www.sec.gov/info/edgar/forms.htm
A description of all SEC filings including those most
relevant to Mergers & Acquisitions (8-K, 14-C, and Proxy
Solicitation Materials i.e. 14-A.
Search the Edgar database (Securities and
Exchange Commission)
http://www.sec.gov/edgar/searchedgar/webusers.htm
Free searchable database offered by the Securities and
Exchange Commission of filings with the Commission.
Yahoo! Finance
http://finance.yahoo.com/
Includes some filings but they are best accessed after
retrieving a company’s profile and clicking on SEC
filings.
SEC Info
http://www.secinfo.com/
A free site with required signup that has Canadian
information as well.
Free Edgar
http://www.freeedgar.com/
This is a subscription database but has nice Word
downloads.
Westlaw Business Law Solutions (former LivEdgar)
http://learn.westlawbusiness.com/
LivEdgar is now part of the Westlaw Business Law Solutions suite and is a paid database of SEC filings. Pre-EDGAR filings are available.
Thomson Research
http://research.thomsonib.com/
Paid database of SEC filings. The best source for
historical (pre-EDGAR) sec FILINGS.
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Dictionaries/Directories | Textbooks | Journals | Transaction Data
Cases in Corporate Acquisitions, Buyouts, Mergers, & Takeovers. Detroit, MI : Gale Group, c1999-
LC Call Number: HD2746.5 .C374
LC Catalog Record: sn99009248
A collection of case studies on approximately 293 "high profile" corporate acquisitions, buyouts, mergers, and
takeovers from 1868 to early 2000. About 5 percent of the text covers corporate changes during the years 1939 to
1979, and 29 percent cover the 1980s. The vast majority of the text covers case studies during the 1990s.
Corporate Counsel’s Guide to Domestic Joint Ventures. Eagan, MN : West, c2011-
LC Call Number: KF1380.5.A15 C67
LC Catalog Record: 2011247021
A legal perspective on the intellectual property concerns, from licensing rights to trade secrets, involved in a joint venture.
Damodaran, Aswath. The Little Book of Valuation : How to Value a Company, Pick a Stock and Profit. Hoboken, N.J. : John Wiley & Sons, c2011.
LC Call Number: HG4028.V3 D3535 2011
LC Catalog Record: 2010053543
Table of Contents
Publisher Description
Explains the techniques in plain language and covers the fundamentals of valuation, including key concepts.
The Dealmaker's Dictionary of Merger and Acquisition Terminology. Donnan Mandell. San
Diego, Calif.: Business Publications, c1985.
LC Call Number: HD2746.5 .D43 1985
LC Catalog Record: 87410778
DePamphilis, Donald M. Mergers and Acquisitions Basics : All You Need to Know. Burlington, MA : Academic Press, c2011.
LC Call Number: HG4028.M4 D47 2011
LC Catalog Record: 2010023983
This title is a "macro" overview of mergers and acquisitions, business alliances, and corporate restructuring and concentrates on the processes and their players including -- investment bankers, business brokers, accountants, attorneys, tax experts, managers, investors, etc.
Emott, David T. Practitioner’s Complete Guide to M&As : An All-inclusive Reference. Hoboken, N.J. : Wiley, c2011.
LC Call Number: HD2746.5 .E46 2011
LC Catalog Record: 2010045218
This title goes though every step of the M&A process, providing the tools that both the first-time M&A player as well as the seasoned practitioner needs to complete a transaction.
Gaughan, Patrick A. Mergers, Acquisitions, and Corporate Restructurings. 5th ed. Hoboken, N.J. : Wiley, c2011
LC Call Number: HD2746.5 .G38 2011
LC Catalog Record: 2010013503
Includes information on: Recent M&A Trends, Definitions, Valuing A Transaction, Types of Mergers, Reasons For Mergers And Acquisitions, Merger Financing, Merger Professionals, etc.
Ginsburg, Martin D. and Jack S. Levin. Mergers, Acquisitions, and Buyouts: A transactional Analysis of the Governing Tax, Legal, and Accounting Considerations. Boston, Mass. : Little, Brown, c1995-
LC Call Number: KF6499 .M4 M47
LC Catalog Record: 96656193
Step-by-step analysis of typical and non-typical transactional permutations, checklists, flow charts, and
model agreement, etc.
Guide to Business Valuations. Fort Worth, Tex. : Practitioners Pub. Co., [1991-
LC Call Number: HF5681.V3 G85
LC Catalog Record: 94648583
Includes information on terms and methodology, valuation methods, as well as information on specifics on valuing a professional practice, family limited partnerships, as well as more in-depth information on valuing intangible assets.
Guide to Buying and Selling Small Businesses. Ft. Worth, TX : Practitioner’s Pub. Co., c2000-
LC Call Number: HD1393.4.U6 G85
LC Catalog Record: 00213980
Content covers guidance on the unique and varied strategies associated with mergers, acquisitions and the restructuring of an existing business. Includes checklists and sample provisions to consider as well as information on tax considerations, selecting the best form of business entity, valuing the business, facilitating due diligence, and more.
Lajoux, Alexandra Reed. The Art of M&A Due Diligence : Navigating Critical Steps and Uncovering Crucial Data. 2nd ed. New York : McGraw-Hill, c2011.
LC Call Number: KF1477 .L35 2011
LC Catalog Record: 2010014714
This title is geared to non lawyers and provides guidance to navigate due diligence and how to uncover data that can break a deal. Features global perspectives and special insights for small businesses, manufacturers, and service companies.
Sherman, Andrew J. Mergers & Acquisitions from A to Z. 3rd ed. New York : American Management Association, c2011.
LC Call Number: HD58.8 .S484 2011
LC Catalog Record: 2010002290
This is a practical resource for M&A participants on all sides of the transaction. It covers the latest trends and best practices for structuring profitable deals, new rules and regulations in the age of the Sarbanes-Oxley act, and more.
Tudor, Jan Davis and Reva Basch, ed. Super Searchers on Mergers & Acquisitions : The Online Secrets of Top Corporate Researchers and M&A Pros. ; . Medford, N.J. : CyberAge Books, c2001.
LC Call Number: HD2746.5 .T83 2001
LC Catalog Record: 2001016544
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Bainbridge, Stephen M. Mergers and Acquisitions. 3rd. New York, N.Y. : Foundation Press Thomson/West, 2012.
LC Call Number: KF1477 .B35 2012
LC Catalog Record: 2012418154
Carney, William J. Mergers and Acquisitions: Cases and Materials. 3rd. New York, NY : Foundation Press Thomson/West, 2011.
LC Call Number: KF1477 .C37 2011
LC Catalog Record: 2011290007
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The Daily Deal: .The Journal for Corporate, Law & Finance Professionals. New York, NY:
American Lawyer Media. 2002-
Online edition: http://www.thedeal.com
LC Call Number: HG4028 .M4 D35
LC Catalog Record:2003210393
Covers current deals in every sector, from all around the
world.
Mergers & Acquisitions: The Dealmakers' Journal. (Thomson Financial – NVST.com) Washington, D.C. : Mergers & Acquisitions, Inc.
LC Call Number: HG4028 .M4 M45
LC Catalog Record:66009930
Covers the latest trends and influences impacting the
buying and selling of businesses. Mergers Acquisitions
focuses on such key elements as acquisition pricing,
valuation, strategy, and taxes; plus, it offers complete
listings of all M&A deals, including pricing, deal
structure, and sales and profit levels of the merger
partners.
Mergers & Acquisitions (now SDC
Publishing). New York, NY: Dealer’s Digest, Inc.
Online edition: http://www.themiddlemarket.com/
LC Call Number: Current issues only
LC Catalog Record: sn96030061
Weekly issues deliver complete coverage of pending and ongoing deals as well as insights into industry trends,
strategies and the firms and people involved.
Acquisitions Monthly. Tunbridge Wells, Kent [England] : Tudor House Publications, 1984-
LC Call Number: HD2746.5 .A27
88646421
Publisher's web site
Contains comment, critical analysis and comprehensive statistics on every important issue in Acquisitions,
Mergers and Buyouts with news and data, global trends, industry review, company profiles, sector analysis.
Buyouts. (Securities Data Publishing - ) [Wellesley Hills, MA] : Venture Economics, c1988-
LC Call Number: HG4028.M4
LC Catalog Record: sf90020245
Publisher's web site
Bi-weekly newsletter s with news, data analysis, and interpretation of trends in the buyout industry including
reports on new funds and fund closes, live and done deals, exits, general partners, limited partners, deal makers,
intermediaries and more. Formerly known as Buyouts & Acquisitions.
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Print Resources | Subscription Databases
Print Resources
Global Upstream M & A Review. Stamford, CT : John S. Herold : Harrison Lovegrove & Co., 2005 -
LC Call Number: HD9560.1 .G555
LC Catalog Record: 2007202035
Historically this was a joint publication with Harrison Lovegrove & Co. and John S. Herold, Inc. focusing specifically on upstream emerging trends, market valuation measures and shifts in regional and international transaction volumes, values and activity in the global M&A&D. Since 2004 this has been published by IHS is now referred to as IHS Herold's. See the publisher's web site for more current editions and information.
Houlihan, Lokey, Howard & Zukin (Firm). Control Premium Study. Los Angeles, CA: Houlihan, Lokey, Howard & Zukin, quarterly. 1900s.
Not available at LC
This title is included for historical purposes only. Formerly, it was a print source often referred to as Shannon Pratt's Control Premium Study, but the electronic source is now part of BV Market Data (Business Valuation Resources). It was published quarterly and tracked acquisition premiums for completed transactions involving publicly traded target companies where a controlling interest was acquired. Analysis compared acquisition prices to the trading prices one day, one week, one month and two months prior to the announcement date of the transaction. In addition, an event study was performed for each transaction to ascertain the target company's common stock price per share unaffected by the acquisition announcement.
Hudson’s Corporate Mergers. New York.
LC Call Number: HG 4915 .C67
LC Catalog Record: 74644554
This is a short lived filing system for those interested in historical information. The Library of Congress has the
following volumes: 1967-68, 1968-69, 1969-70.
Insurance Mergers & Acquisitions Yearbook. Charlottesville, VA. : SNL Securities, c.
1998 -
LC Call Number: HG8076.I57
LC Catalog Record: 98656613
This print title is included for historical purposes. See the publisher's web site for more information.
The Merger Yearbook. U.S./International ed. New York, NY : Securities Data Co.
LC Call Number: HD2746.5 .M439
LC Catalog Record: 93650348
Lists essential information on tens of thousands of
announced and completed deals including: total purchase
price, price paid per share, form of payment, division/unit
purchased, parent company, acquiring company, type of
transaction, SIC number and industry sector of target
company and acquirer, price to earnings ratio, plus dozens
of charts covering transactions by dollar amount and
industry. Previously the Merger and Acquisition Sourcebook
(HD2746.5 .M43).
Mergers & Acquisitions Yearbook. [London] : Euromoney Publications plc, 1993 - date.
LC Call Number: K1362 .M477 Law Library
LC Catalog Record: 98660541
A multivolume set arranged by region. Includes all bank and
thrift transactions (whole institution, branch, and all
other asset transactions) for the preceding year.
Mergerstat Review. Newark, NJ: FactSet Mergerstat.
LC Call Number: HD 2746.5 .M48
LC Catalog Record: 86655853
Mergerstat Review is published annually and analyzes mergers and acquisitions involving U.S. companies, including privately held, publicly traded, and foreign companies. It also analyzes unit divestitures, management buyouts and certain asset sales. Includes industry analysis by size, premium, and transaction multiples. It also provides trend analysis by seller, type, deal size and industry as well as offering 25 years of summary M&A statistics, including average premium and price/earnings ratio. Historically, this has been associated with different companies including W.T. Grimm and Houlihan, Lokey, Howard & Zukin currently is part of Factset along with the Houlihan, Lokey, Howard & Zukin publication Control Premium Study (see above). However, more detailed searching and data is available online in the subscription-based product. For more information see http://www.factset.com/data/factset_data/factsetmergers.
SNL Bank Mergers & Acquisitions Yearbook Charlottesville, VA : SNL Securities, c2001 - date.
LC Call Number: HG1722 .B365
LC Catalog Record: 2002207217
This print title is included for historical purposes. See the publisher's web site for more information.
SNL Specialty finance directory and M&A yearbook Charlottesville, VA : SNL Financial, c2002-
LC Call Number: HG3751.4.U6 S629
LC Catalog Record: 2002204172
This print title is included for historical purposes. See the publisher's web site for more information.
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The subscription databases below are not available
at the Library of Congress. They can be accessed
only by those who have paid for the subscription. The list
is provided as a courtesy for those seeking sources of
searchable transaction data.
Bankers Almanac
http://www.bankersaccuity.com
Now part of Bankers Accuity, Bankers Almanac is a useful source for tracking the international banking industry. Contains information on events dating back to 1980. Search options include: Bank Name, Type of Event, Date of Activity, and Country. Not available at the Library of Congress.
Business Valuation Resources
http://www.bvmarketdata.com
BVR has several products related to M&A. For private company transactions there is the BIZCOMPS Studies and Pratt's Stats. BIZCOMPS contains deals on small business transaction sale data and contains over 12,650 deals that provide details on purchases of "Main Street" businesses dating back to 1996 while Pratt's Stats has complete financial details on more than 18,800 acquired private companies. For public company transactions there is Public Stats, Mergerstat®/BVR Control Premium Study, PitchBook/BVR Guideline Public Company Comps Tool. Also includes FactSet's Mergerstat Review and the FactSet Mergerstat Monthly Review. None of this publishers offerings are available at the Library of Congress.
Bureau van Dijk ZEPHYR Database
http://www.mandaportal.com/
Created by Bureau van Dijk, Zephyr contains information on approaching 600,000 transactions (June 2008). Up to 100,000 new deals are added per year. The database is also expanding to cover more historical American and Asian transactions. ZEPHYR has five years of global coverage and includes deals involving European or American companies going back to 1997. Various deal types are covered including: M&A activity, IPOs, joint ventures and private equity deals. There is no minimum deal value.
Capital IQ
https://www.capitaliq.com
Offered by Standard & Poors, the database includes detailed profiles of 413,000 M&A, private equity, venture capital, PIPE, spin-off, IPOs, bankruptcies, share buyback programs, and equity/debt public offering transactions as well as ratings information on 17,900 issuers and 235,000 securities. Coverage is global with up to 10 years of history.
Deal Logic databases
http://www.dealogic.com/
M&A Analytics provides a comprehensive view of M&A activity worldwide covering a wide array of transactions including public offers, open market purchases, stock swaps, buy-outs, privatizations, recapitalisations, share buy-backs and acquisitions. Each transaction provides information on target and acquiror, deal value, advisers, financials, multiples along with a detailed deal commentary.
ECM Analytics combines the industry standard new issues calendar with real-time league table rankings and a host of productivity enhancing tools allowing detailed analysis of the equity capital markets.
FactSet
http://www.factset.com/data/factset_data/factsetmergers
FactSet’s Investment Banking suite includes the Mergerstat transaction data and MergerMetrics - qualitative aspects of merger transactions and comprehensive transaction reports covering global deal activity, private placements, poison pills, defensive positioning, and more. Mergerstat contains information on over 421,000 deals with historical coverage for the U.S. and U.S. cross-border since 1992; European major markets since 2000; Global since 2003. MergerMetrics has full acquisitions of U.S. public and private targets, plus private agreements where a U.S. public company was involved and if the agreement was filed with the SEC since 2003.
Herold M&A Database
John S. Herold, Inc.
http://www.herold.com/research/herold.home
Contains information on Upstream, Downstream, Power,
Midstream, Oilfield Equipment and Services (MDOES)
transactions.
IHS
http://www.ihs.com
The Energy Company & Transaction Research section of IHS Herold is designed for professionals in the investor and buy side, investment banking, and the oil and gas industries. Deal Sheets include detailed financial and operational analysis of an individual transaction that includes all key deal information and deal pricing metrics while M&A Alert has in-depth, comparable deal analysis. Coverage is international particularly with the related IHS CERA content.
LivEdgar
http://www.gsionline.com/
The M & A database contains the major comprehensive
financial and business data associated with M & A
transactions –covers all transactions initiated on
the following form types; 14D-1s and Forms TO from 7/96 to
present, S-4s from 7/97 to present, 8-Ks from 11/99 to
present, 6-Ks from 1/00 to present. Data includes
distinguishing characteristics of a deal such as friendly
or hostile, full or partial bid, the target and acquirer
affiliation, and all fields related to conditions to
completion of a transaction and significant events that
occur over the course of the deal. Includes flexible
searching and download. LivEdgar is now part of the Westlaw Business Law Solutions. Not available at the Library of
Congress.
Mergermarket
http://www.mergermarket.com/
Data from over 2000 public sources in the Americas, Europe and Asia-Pacific was used to create an origination database of live targets and bidders. Also covers all M&A deals greater than USD 5 million/EUR 5 million since 2001, and all European deals greater than GBP 10 million from 1998-2000. Both public and private deals are included.
VCExperts
https://vcexperts.com/
VC Experts provides specialized content on private equity & venture capital fundraising, valuation & deal term details on thousands of privately funded companies and includes among other things, the Valuation and Deal Term Database with a particular focus on U.S. venture funded companies.
SDC Platinum (Thompson)
http://www.thomsonreuters.com/
Contains information on M&A, joint ventures, strategic alliances, syndicated loans, private equity, project finance, poison pills, etc. from around the world with data on more than 1.9 million transactions and 7,500 data items including more than 670,000 M&A deals going back to 1985. Also includes private deals. Provides flexible searching and downloading options. Select Business Websites under Product Login on the main page. Also, available from Thomson Reuters is Deals Intelligence which is related to the SDC Platinum League Tables. Not available at the Library of Congress.
VentureSource and Private Equity Source
http://www.fis.dowjones.com/index.html
Both of these databases are offered from Dow Jones. VentureSource captures information on funds, investors, deal multiples, management teams, expected returns, key customers, and more. It tracks venture-backed companies in the U.S. as well as China, Israel, and Europe, and provides in-depth company financials and valuation statistics. Private Equity Source is a comprehensive deals database with complete details on private equity firms and their portfolio companies, including investment history, contact information, and more.
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General | Government | Articles/Web Guides
Antitrust Institute
http://www.antitrustinstitute.org/
Merger Network
http://www.mergernetwork.com/
National Association of Certified Valuation
Analysts
http://www.nacva.com/
Super Searchers on Mergers & Acquisitions
http://www.infotoday.com/SUPERSEARCHERS/SSMA.HTM
United Nations Conference on Trade and Development (UNCTAD)
http://unctad.org/en/pages/home.aspx
Data and reports from the UNCTAD that are M&A related come as part of trade and foreign direct investment (FDI) statistics/analysis. UNCTAD used to keep the Cross-border Mergers and Acquisitions Database but that ceased in early 2012. Statistics/data are still available on the UNCTAD web page.
Valuation Resources.com
http://www.valuationresources.com/
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Federal Trade Commission. Bureau of Competition.
http://www.ftc.gov/bc/index.shtml
Federal Trade Commission. Bureau of Competition. Mergers & Acquisitions
http://www.ftc.gov/bc/mergers.shtm
Federal Trade Commission. Economic Issues.
http://www.ftc.gov/ftc/economic.shtm
Federal Trade Commission. Pre-Merger/Hart-Scott-Rodino Act
http://www.ftc.gov/bc/hsr/index.shtm
Federal Trade Commission. Premerger/Hart-Scott-Rodino Act.
Statute, Rules & Formal Interpretations
http://www.ftc.gov/bc/hsr/hsrbook.shtm
Justice Department, Antitrust Division.
http://www.usdoj.gov/atr/
U.S. Energy Information Administration (information on energy related companies only)
http://www.eia.gov/
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Adventures in Mergers/Acquisitions & Joint Ventures
(CPA Letter, April 2002)
http://aicpa.com/pubs/cpaltr/apr2000/supps/audit1.htm
Considering a Merger? How's Your Ego?
(Practicing CPA, March 1999)
http://www.transitionadvisors.com/articles/...mar_99.pdf
Looking at MERGERS The Way Federal Regulators Do
http://www.journalofaccountancy.com/Issues/1999/Dec/Html/romeol.htm
Mergers and Acquisitions - Research Guide #11
(University of Pennsylvania Library)
http://guides.library.upenn.edu/mergers
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The following linked subject headings display entries from
the Library of Congress Online Catalog that appear under
the heading. The subject headings listed below are just a
sample of the subject headings available on the subject of
mergers, acquistions, and joint ventures. Additional works
in the Library of Congress on these subjects may be
identified by searching the Online Catalog under
appropriate Library of Congress subject headings. Please be
aware that during periods of heavy use you may encounter
delays in accessing the catalog.
Last Updated: 04/22/2013
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