Applied Mergers and Acquisitions
Wiley Finance Editions
1. Edition April 2004
1056 Pages, Hardcover
Wiley & Sons Ltd
Short Description
Despite the material failure rates of mergers and acquisitions, those pulling the trigger on key strategic decisions can make them work if they spend great care and rigor in the development of their M&A deals. Applied Mergers and Acquisitionsaddresses the key factors of M&A success and failure. Readers will learn the art and science of M&A valuation, deal negotiation and bargaining, and a framework for considering tradeoffs in an effort to optimize the value of any M&A deal.
A comprehensive guide to the world of mergers and acquisitions
Why do so many M&A transactions fail? And what drives the success of those deals that are consummated? Robert Bruner explains that M&A can be understood as a response by managers to forces of turbulence in their environment. Despite the material failure rates of mergers and acquisitions, those pulling the trigger on key strategic decisions can make them work if they spend great care and rigor in the development of their M&A deals. By addressing the key factors of M&A success and failure, Applied Mergers and Acquisitions can help readers do this. Written by one of the foremost thinkers and educators in the field, this invaluable resource teaches readers the art and science of M&A valuation, deal negotiation, and bargaining, and provides a framework for considering tradeoffs in an effort to optimize the value of any M&A deal. Applied Mergers and Acquisitions is part of a complete suite of resources on M&A that includes a workbook and a CD-ROM with additional spreadsheets.
Robert F. Bruner, MBA, DBA (Charlottesville, VA), is the Distinguished Professor of Business Administration at the Darden School at the University of Virginia and Executive Director of the Batten Institute. He directs the Darden School's executive education course on mergers and acquisitions, and teaches the popular MBA elective on that topic. He holds a BA from Yale University, and a MBA and DBA from Harvard University.0471395064 A comprehensive guide to the world of mergers and acquisitions 0471395064 A comprehensive guide to the world of mergers and acquisitions
Why do so many M&A transactions fail? And what drives the success of those deals that are consummated? Robert Bruner explains that M&A can be understood as a response by managers to forces of turbulence in their environment. Despite the material failure rates of mergers and acquisitions, those pulling the trigger on key strategic decisions can make them work if they spend great care and rigor in the development of their M&A deals. By addressing the key factors of M&A success and failure, Applied Mergers and Acquisitions can help readers do this. Written by one of the foremost thinkers and educators in the field, this invaluable resource teaches readers the art and science of M&A valuation, deal negotiation, and bargaining, and provides a framework for considering tradeoffs in an effort to optimize the value of any M&A deal. Applied Mergers and Acquisitions is part of a complete suite of resources on M&A that includes a workbook and a CD-ROM with additional spreadsheets.
Robert F. Bruner, MBA, DBA (Charlottesville, VA), is the Distinguished Professor of Business Administration at the Darden School at the University of Virginia and Executive Director of the Batten Institute. He directs the Darden School's executive education course on mergers and acquisitions, and teaches the popular MBA elective on that topic. He holds a BA from Yale University, and a MBA and DBA from Harvard University.
Preface.
PART ONE: INTRODUCTION AND KEY THEMES.
CHAPTER 1: Introduction and Executive Summary
CHAPTER 2: Ethics in M&A
CHAPTER 3: Does M&A Pay?
PART TWO: STRATEGY AND THE ORIGINATION OF TRANSACTION PROPOSALS.
CHAPTER 4: M&A Activity
CHAPTER 5: Cross-Border M&A
CHAPTER 6: Strategy and the Uses of M&A to Grow or Restructure the Firm
CHAPTER 7: Acquisition Search and Deal Origination: Some Guiding Principles
PART THREE: DILLGENCE, VALUATION, AND ACCOUNTING.
CHAPTER 8: Due Diligence
CHAPTER 9: Valuing Firms
CHAPTER 10: Valuing Options
CHAPTER 11: Valuing Synergies
CHAPTER 12: Valuing the Firm across Borders
CHAPTER 13: Valuing the Highly Levered Firm, Assessing the Highly Levered Transaction
CHAPTER 14: Real Options and Their Impact on M&A
CHAPTER 15: Valuing Liquidity and Control
CHAPTER 16: Financial Accounting for Mergers and Acquisitions
CHAPTER 17: Momentum Acquisition Strategies: An Illustration of Why Value Creation Is the Best Financial Criterion
PART FOUR: DESIGN OF DETAILED TRANSACTION TERMS.
CHAPTER 18: An Introduction to Deal Design in M & A.
CHAPTER 19: Choosing the Form of Acquisitive Reorganization
CHAPTER 20: Choosing the Form of Payment and Financing
CHAPTER 21: Framework for Structuring the Terms of Exchange: Finding the "Win-Win" Deal
CHAPTER 22: Structuring and Valuing Contingent Payments in M&A
CHAPTER 23: Risk Management in M&A
CHAPTER 24: Social Issues
PART FIVE: RULES OF THE ROAD: GOVERNANCE, LAWS, AND REGULATIONS.
CHAPTER 25: How a Negotiated Deal Takes Place
CHAPTER 26: Governance in M&A: The Board of Directors and Shareholder Voting
CHAPTER 27: Rules of the Road: Securities Law, Issuance Process, Disclosure, and Insider Trading
CHAPTER 28: Rules of the Road: Antitrust Law
CHAPTER 29: Documenting the M&A Deal
PART SIX: COMPETITION, HOSTILITY, AND BEHAVIORAL EFFECTS IN M&A.
CHAPTER 30: Negotiating the Deal
CHAPTER 31: Auctions in M&A
CHAPTER 32: Hostile Takeovers: Preparing a Bid in Light of Competition and Arbitrage
CHAPTER 33: Takeover Attack and Defense
CHAPTER 34: The Leveraged Restructuring as a Takeover Defense: The Case of American Standard
PART SEVEN: Communication, Integration, and Best Practice.
CHAPTER 35: Communicating the Deal: Gaining Mandates, Approvals, and Support
CHAPTER 36: Framework for Postmerger Integration
CHAPTER 37: Corporate Development as a Strategic Capability: The Approach of GE Power Systems
CHAPTER 38: M&A "Best Practices": Some Lessons and Next Steps
About the CD-ROM.
References and Suggestions for Further Reading.
Index.
