“How Can My Team Do Better Than the Averages?” A Framework forM&A Success. Seven New Big Ideas Worthy of the BestPractitioners.
CHAPTER 2: Ethics in M&A
Why Should One Care? In Whose Interests? What IsGood?—Consequences, Duties, Virtues. Promoting Ethical Behavior.Greenmail Case: Walt Disney, 1984.
CHAPTER 3: Does M&A Pay?
The Measurement of M&A Profitability: Better Than What?Findings Based on the Analysis of Returns to Shareholders. FindingsBased on the Analysis of Reported Financial Performance. Findingsabout the Drivers of Profitability. Findings from Surveys ofExecutives. Findings from Clinical Studies.
PART TWO: STRATEGY AND THE ORIGINATION OF TRANSACTIONPROPOSALS.
CHAPTER 4: M&A Activity
M&A Activity Appears in Waves. Explanations of M&AActivity. “Creative Destruction” as the Driver of M&A Activity.The Many Forms of Economic Turbulence, and Where to Look for It.Turbulence Drives M&A Activities and Opportunities.
CHAPTER 5: Cross-Border M&A
Cross-Border M&A Activity. M&A within Regions and TradingBlocs. Drivers of and Returns from Cross-Border M&A. StrategicAnalysis of Countries: Getting a “View.”
CHAPTER 6: Strategy and the Uses of M&A to Grow or Restructurethe Firm
Setting Strategy. Expansion by Inorganic Growth. Restructuring,Redeployment, and Sale. Choosing a Path. Does It Pay to Diversifyor Focus the Firm?
CHAPTER 7: Acquisition Search and Deal Origination: Some GuidingPrinciples
Eight Principles of Acquisition Search. Case Study: KestrelVentures LLC.
PART THREE: DILLGENCE, VALUATION, AND ACCOUNTING.
CHAPTER 8: Due Diligence
The Concept of Due Diligence. Principles and Strategies. Timing,Team, and Outputs. The Target’s View: The Data Room and ItsPressures. Focus on Knowledge. Excellence in Due Diligence.
CHAPTER 9: Valuing Firms
Rule #1: Think Like an Investor. Rule #2: Intrinsic Value IsUnobservable; We Can Only Estimate It. Rule #3: An Opportunity toCreate Value Exists Where Price and Intrinsic Value Differ. Rule#4: So Many Estimators, So Little Time—It Helps to “Have a View.”Rule #5: Exercise Estimators of Intrinsic Value to Find Key ValueDrivers and Bets. Rule #6: Think Critically; Triangulate Carefully.Rule #7: Focus on Process, Not Product. Rule #8: When in Doubt, seeRule #1. Valuation Case: Chrysler Corporation, March 1998.
CHAPTER 10: Valuing Options
Option Basics. Option Theory. Option Applications. A PracticalGuide to Financial Option Valuation, with Some ImportantCaveats.
CHAPTER 11: Valuing Synergies
The Concept of Synergy. Synergy Estimates Must Be a Central Focusof M&A Analysis. A Framework for Synergy Analysis. EstimatingSynergy Value, with Examples. Synergies in the Daimler/ChryslerMerger. Rules of Thumb.
CHAPTER 12: Valuing the Firm across Borders
How Borders Affect M&A Valuation. Strategy for DCF Approach:Home versus Foreign Valuation. Adjusting Cash Flows. Estimating theDiscount Rate. Recapitulation: Valuation Process with AdjustedCAPM. Valuation Cases across Borders.
CHAPTER 13: Valuing the Highly Levered Firm, Assessing the HighlyLevered Transaction
The World of Highly Levered Firms. The Effect of Leverage on FirmValue. The “Whole Deal” Approach. A Case in LeveragedRecapitalization: Koppers Company. LBO Case: MediMediaInternational, Ltd. LBO Case #2: Revco Drug Stores.
CHAPTER 14: Real Options and Their Impact on M&A
Types of Real Options. Where Real Options Appear in M&A. WhyNot Value Everything as an Option? How to Assess the Impact of RealOptions. Four Mini-Cases in the Analysis of Real Options.
CHAPTER 15: Valuing Liquidity and Control
Adjusting Values for Discounts and Premiums. Where Do IlliquidityDiscounts Come From? Where Do Control Premiums Come From?Interaction of Liquidity and Control. Case Study: Volvo/Renault,1993.
CHAPTER 16: Financial Accounting for Mergers and Acquisitions
Overview of Purchase Accounting. How to Interpret ReportedFinancial Results from a Business Combination. Linkage amongAccounting Choices, Form of Payment, Financing, and Price. Dangersof Earnings Management.
CHAPTER 17: Momentum Acquisition Strategies: An Illustration of WhyValue Creation Is the Best Financial Criterion
Four Cautionary Tales. Momentum Acquisition Strategies. TheArguments for and against Momentum Acquiring. Value Creation Is theBest Criterion for Evaluating Acquisition Strategies. Momentumversus Value Strategies.
PART FOUR: DESIGN OF DETAILD TRANSACTION TERMS.
CHAPTER 18: An Introduction to Deal Design in M & A.
Deal Structures Are Solutions to Economic Problems. PossibleDesirables in Designing a Deal. Design Leads to Results. Each DealIs a System: The “Whole Deal” Perspective. Some Implications forthe Deal Designer.
CHAPTER 19: Choosing the Form of Acquisitive Reorganization
Five Key Concerns for the Deal Designer. Deals That Are ImmediatelyTaxable to the Selling Shareholders. Deals That Defer Tax to theSelling Shareholders.
CHAPTER 20: Choosing the Form of Payment and Financing
Patterns and Trends in Form of Payment. Does Form of PaymentMatter? Considerations in Selecting the Form of Payment. Assessingthe Financing Aspects of a Deal.
CHAPTER 21: Framework for Structuring the Terms of Exchange:Finding the “Win-Win” Deal
A Model for Critically Assessing Exchange Ratios. Uses andIllustration of the Model. Extension to Cash-for-Stock Deals.Choosing Exchange Ratio Targets in the “Win-Win” Zone.
CHAPTER 22: Structuring and Valuing Contingent Payments inM&A
Contingent Payments in M&A. Earnouts Can Be Useful; But If So,Why Aren’t They Ubiquitous? Earnouts Are Options on FuturePerformance. Structuring an Earnout. Tax and AccountingConsiderations. A Generic Approach to Valuing Earnout Instruments.The Eli Lilly Case. Proposing and Negotiating an Earnout and OtherContingent Payments.
CHAPTER 23: Risk Management in M&A
Value at Risk When a Deal Fails. Transaction Risk: Types andSources. Types of Risk Management. Collars and Their Analysis.Contingent Value Rights Case. Staged Acquiring Case. Where and Whento Manage Risk.
CHAPTER 24: Social Issues
The Importance of Social Issues in M&A. Survey of SocialIssues. Impact of Social Issues on Attractiveness of the Deal. CaseStudies in the Role of Social Issues.
PART FIVE: RULES OF THE ROAD: GOVERNANCE, LAWS, ANDREGULATIONS.
CHAPTER 25: How a Negotiated Deal Takes Place
The Deal Shaping Process. Risks: How the Process Can Get Derailed.Transaction Planning and Preparation. Initiating Discussions.First-Round Documents. The Definitive Agreement. Disclosures toInvestors and Regulators. Gaining Approval. Case Study:Daimler-Benz and Chrysler.
CHAPTER 26: Governance in M&A: The Board of Directors andShareholder Voting
Governing Well Is Hard to Do. Good Governance Pays. HowShareholders Rule. Fiduciary Duties of Target Directors inConsidering M&A. Preparing for the Board’s Review of a Deal.How Can Firms Be Governed Better?
CHAPTER 27: Rules of the Road: Securities Law, Issuance Process,Disclosure, and Insider Trading
Overview of Key Securities Laws and Rules. International LawComparison. Disclosures. Insider Trading. Observance of DealProcess.
CHAPTER 28: Rules of the Road: Antitrust Law
Antitrust Law: History and Motives. How Antitrust Regulators andLaws Affect M&A. U.S. Antitrust Merger Guidelines. PremergerReview Process in the United States. Antitrust Regulation ofM&A in the European Union. Critical Perspectives on AntitrustPolicy.
PART SIX: COMPETITION, HOSTILITY, AND BEHAVIORAL EFFECTS INM&A.
CHAPTER 30: Negotiating the Deal
The Relevance of Negotiation Process. Behavioral Finance.Influencing Bargaining Outcomes: An Overview of the Challenge. Howto Prepare for a Negotiation. Managing the Negotiation ProcessProactively.
CHAPTER 31: Auctions in M&A
Auction Structures and Motives. Advantages and Disadvantages ofAuctions. Auctions in Practice: The Case of RJR Nabisco. The“Winner’s Curse” in M&A: Is It Real? Some Practical Advice toSellers in Auctions.
CHAPTER 32: Hostile Takeovers: Preparing a Bid in Light ofCompetition and Arbitrage
Takeovers Are Games. A Profile of Hostile Takeovers. Beware of thePlayers, Both on the Field and Off. The Arb Is the ConsummateEconomic Actor. Interpreting Arbitrage Spreads. The Arb Assesses aRecapitalization Proposal in Terms of Blended Value. GovernmentConstraints on the Game. Selling Shareholders Face a Prisoner’sDilemma. To Set a Bid Price: Think Like an Investor. The Game HasImplications for Design and Defense of Takeovers.
CHAPTER 33: Takeover Attack and Defense
The Prevalence of Antitakeover Defenses. Profile of the Target of aHostile Bid. Optionality in Takeover Attack and Defense. Tactics ofTakeover Attack. Tactics of Takeover Defense. Implications for thePractitioner.
CHAPTER 34: The Leveraged Restructuring as a Takeover Defense: TheCase of American Standard
The American Standard Case. The Response. Of Parachutes, Pills, andLitigation. Restructuring Defenses. When Does a Restructuring MakeSense?
PART SEVEN: COMMUNICATION, INTEGRATION, AND BEST PRACTICE.
CHAPTER 35: Communicating the Deal: Gaining Mandates, Approvals,and Support
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