某律师事务所课件

Click to edit Master title style,Click to edit Master text styles,Second level,Third level,Fourth level,Fifth level,*,*,2006,Foley&Lardner LLP,WHEN PRINTING IN BLACK&WHITE:,Go to the MASTER SLIDE,delete the logo and place this logo on the slide.,单击此处编辑母版标题样式,单击此处编辑母版文本样式,第二级,第三级,第四级,第五级,*,*,单击此处编辑母版标题样式,单击此处编辑母版文本样式,第二级,第三级,第四级,第五级,*,*,富力律师事务所,富力律师事务所富力律师事务所About Foley&Lardner LLPFoley&Lardner is a national law firm with 17 offices across the United States,and offices in Tokyo and Brussels,Nearly 1,000 attorneys worldwide,We have affiliations with law firms in nearly every country,including several Chinese law firms2,富力律师事务所富力律师事务所富力律师事务所About Fol,About Foley&Lardner LLP,Foley&Lardner is a national law firm with 17 offices across the United States,and offices in Tokyo and Brussels,Nearly 1,000 attorneys worldwide,We have affiliations with law firms in nearly every country,including several Chinese law firms,2,About Foley&Lardner LLPFoley,About Foley&Lardner LLP,Foley&Lardner is the only national law firm in the United States with a substantial office in Detroit(45 lawyers),Our Detroit Office attorneys specialize in assisting automotive companies with all of their legal needs,including mergers and acquisitions and joint venture transactions,Our attorneys include many bankruptcy specialists,including in Chapter 11 cases,3,About Foley&Lardner LLPFoley,Backgrounds of Foley Speakers,Steve Hilfinger,Detroit Office Managing Partner;Co-Leader of Foley Automotive Industry Team,19 years of M&A experience,/313.234.7123,Daljit Doogal,Partner,Detroit Office,10 years of M&A experience,/313.234.7122,Linda Ji,Associate,Boston Office,8 years of M&A experience,/617.342.4063,4,Backgrounds of Foley SpeakersS,DCBA Seminar Series,Part 1:“How to Start a Business From Eureka Moment to Operating Company”(May 25,2005),Part 2:“How to Raise the Right Money for a Growing Business”(July 21,2005),Part 3:“Growing a Business by Acquisitions and Joint Ventures”(Tonight),5,DCBA Seminar SeriesPart 1:“H,Format for Tonights Seminar,We will each cover a portion of the presentation this evening,Questions,in English or Chinese,are welcome as we go along;we will also have a“Q&A”session at the end of our presentation,Also,we will be available for a more informal Q&A following our presentation or you may contact us directly,6,Format for Tonights SeminarWe,First:Some Definitions,“Acquisition”,An acquisition of all or substantially all of the assets or stock of a business,May be a stock purchase,asset purchase,merger or other similar transaction,“Joint Venture”(JV),A combination of two or more entities formed for the purpose of achieving a business purpose,May be a limited liability company,a corporation,a partnership or other entity,Often have a stated period of duration(e.g.until a project is completed),7,First:Some Definitions“Acqui,What Are Strategic Reasons for an Acquisition or JV?,Access to Geographic Markets,Establishing a“toehold”in a market,Faster alternative than a“greenfield”location,Access to Customers,Many customer relationships take years to develop;this may accelerate,Often acquisitions or JVs are at the request or encouragement of key customers,8,What Are Strategic Reasons for,What Are Strategic Reasons for an Acquisition or JV?,Access to Technology,Strong R&D functions/capability(patents),Alternative to licensing agreements,Note:restrictions on technology export,Access to Management,Strong management team may be in place,Learning about market and customers without risks and mistakes of“learning by doing”,Training and cross-pollination of ideas,9,What Are Strategic Reasons for,What Are Strategic Reasons for an Acquisition or JV?,Access to Supply Chain,Companies with strong purchasing function,Avoid risks inherent in developing supply chain“from the ground up”,Accelerate Growth,“Growth”companies are valued higher,“Organic”growth rate of business may be slow or may have slowed,Note:Acquisition/JV accounting differs,10,What Are Strategic Reasons for,Is Your Company Prepared to Undertake Acquisition or JV?,Do you have management resources and talent,including in cross-border transactions and managing foreign operations?,Do you have a fully developed business plan that includes the acquisition or JV and integration of related business?,Do you have the support of key constituents such as customers,suppliers,banks,government and shareholders?,11,Is Your Company Prepared to Un,What Steps To Prepare?,First,make sure your existing business operations are solid(acquisitions and JVs are a major time commitment/distraction),Carefully develop a business plan,Study all aspects of the market,and consult with others for their experiences and opinions,Hire professionals to assist you,including investment bankers,attorneys,accountants and others,12,What Steps To Prepare?First,m,How to Identify an Acquisition Target or JV Partner,Talk to customers and suppliers,Talk to your professionals,who are expert in identifying“buy side”opportunities(e.g.investment