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.
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.
ROBERT F. BRUNER is the Distinguished Professor of Business Administration at the Darden School of 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 is the author of over 250 case studies and a casebook, Case Studies in Finance: Managing for Corporate Value Creation, which has been adopted for use at over 200 schools. Bruner's articles have been published in the Journal of Financial Economics, the Journal of Accounting and Economics, the Journal of Financial and Quantitative Analysis, the Journal of Money, Credit, and Banking, and Financial Management. He has served as a consultant to over twenty corporations as well as to the U.S. Government, and prior to his academic career, worked as a commercial banker and venture capitalist. Bruner holds a BA from Yale University, and an MBA and DBA from Harvard University.
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Foreword. 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.
Foreword. 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.
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