Applied Mergers and Acquisitions
University Edition
Wiley Finance Editions
1. Edition April 2004
1056 Pages, Softcover
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 Acquisitions, University Editionaddresses 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 well written and comprehensive journey into M&A...an essential reference for any M&A practitioner...this isn't just a book about great thoughts and process, but rather how to turn insight into deals, and deals into lasting value."
-From the Foreword by Joseph R. Perella
Chairman, Institutional Securities and Investment Banking Group, Morgan Stanley
"Bob Bruner's Applied Mergers and Acquisitions is a masterful and comprehensive treatment of the topic of M&A. The book is remarkably complete, discussing economic valuation, legal considerations, deal structure, ethics, accounting, post-merger integration-and more. It blends material from practice and from academia in an easy-to-read style, making it a must-read, and want-to-read, for anyone interested in this subject."
-Peter Tufano
Sylvan C. Coleman Professor of Financial Management, Harvard Business School
"How many books really succeed in teaching M&A practitioners to distinguish among deals that should be avoided, deals that are promising but can't be executed by the teams involved, and deals where significant value can be achieved? We should start the count with Bruner's Applied Mergers and Acquisitions. Bruner is the ultimate teacher for practitioners who want to improve performance."
-Edward A. Snyder
Dean and George Pratt Shultz Professor of Economics, University of Chicago Graduate School of Business
"Bob Bruner has achieved the impossible: covering in one book all relevant economic, financial, accounting, legal, and tax aspects of mergers and acquisitions and illustrating each concept with case studies. Impressive!"
-Theo Vermaelen
Professor of Finance, INSEAD
"Bob Bruner's book combines the best of academic thinking and business practice on one of the most fascinating and challenging topics in all of business. The area of mergers and acquisitions stretches executives and scholars to consider the whole realm of management practice-from strategy, to finance, to law, to negotiations, to integration planning, to human behavior."
-Robert S. Harris
Dean, Darden Graduate School of Business Administration, University of Virginia
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.
