Quote of the Day - I never read a book before reviewing it - it prejudices a man so.
If you're looking for a soup-to-nuts guide on acquiring companies and subsidiaries, there's a tried-and-true book for you. Originally published in 1992, and continually updated since then, the Negotiated Acquisitions of Companies, Subsidiaries and Divisions (a two-volume set) provides everything you may need, from the basic structure of the deal to closings, and everything in between. Disclosure here: this book is available through LawCatalog.com, one of MIPTC's sponsors. It's not something that we make much on, but we do get free books to review.
This one is a good resource for transactional attorneys to double-check the cutting-edge legal theories and drafting. According to the promotional material, you'll find everything from "planning transactions and advising boards; general and special provisions of the acquisitions agreement; and special topics, such as LBOs and troubled companies. You'll find everything from basic corporate, tax and accounting considerations to detailed analysis of representations, warranties, covenants and closing conditions. Novices as well as experienced practitioners will benefit from mergers of equals; cash election mergers; fairness opinions; special committees of disinterested directors."
After reading the book myself, I'd have to agree. While no legal treatise can compete with John Grisham or Paul Levine for entertainment, this one is very informative.