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International M&A, Joint Ventures, and Beyond: Doing the Deal, Workbook

ISBN: 978-0-471-02250-3
232 pages
September 2002
International M&A, Joint Ventures, and Beyond: Doing the Deal, Workbook (0471022500) cover image

Description

  • Questions on the Text
  • Sample Agreements and Forms
  • Real-World Merger and Acquisition Documents
  • Supplementary References
International M&A, Joint Ventures, and Beyond provides a graduate- and professional-level course on all aspects and types of international business deals. This accompanying workbook allows you to practice the specialized techniques and strategies associated with becoming a cross-border M&A expert without leaving the comfort of your desk or losing millions of dollars over misunderstood international M&A issues. This workbook?a perfect companion to the actual text?helps familiarize you with the ins and outs of international M&A in today?s business environment.

The International M&A, Joint Ventures, and Beyond Workbook offers practical discussion points that will help further your understanding of cross-border deal making. This indispensable, hands-on companion to International M&A, Joint Ventures, and Beyond: Doing the Deal, Second Edition strengthens your grasp of the most critical aspects of international M&A, with such tools as:

  • Study questions and answers
  • Sample agreements and forms
  • Real-world M&A documents
  • Case studies
  • Supplementary references
Put your knowledge of international M&A to the test first, then enter the markets with confidence and make things happen.
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Table of Contents

Introduction.

Part One: Chapter Questions.

Part Two: Student Outlines of Supplementary Lectures.

Forms of Business Integration.

Types of Buyer.

Why Do Buyers Buy and Why Do Sellers Sell?

Consideration Used in M&A Transactions.

Failure of M&A Transactions to Live Up to Expectations.

The Anatomy of a Merger.

Description of Merger Stages.

Due Diligence.

Due Diligence Checklist.

Cross-Border Transactional Pricing and Structuring.

Project Sand.

Part Three: Agreements and Forms.

Engagement Buy Side.

Engagement Sell Side.

Confidentiality Agreement.

Disclaimer Letter.

Table of Contents of Descriptive Memorandum.

Letter of Intent.

Fairness Opinion.

Bringdown Opinion Letter.

Closing Memorandum.

Part Four: Questions on National Australia Bank Ltd. and Michigan National Corporation Agreement and Plan of Merger.

Part Five: Questions on DaimlerChrysler Merger.

Part Six: Answers to Chapter Questions.

Part Seven: Additional Readings.

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Author Information

DAVID J. BenDANIEL is the Don and Margi Berens Professor of Entrepreneurship at the Johnson Graduate School of Management at Cornell University, where he serves as a Senior Fellow of the Entrepreneurship and Personal Enterprise Program. He held a senior vice presidency in Textron Corporation?s American Research and Development division, was a group vice president at Exxon Enterprises, and started General Electric?s Technical?Ventures Operation. He has been featured in publications including Fortune, BusinessWeek, Success Magazine, and Physics Today.

ARTHUR H. ROSENBLOOM is Managing Director of CFC Capital Corp., a firm specializing in securities valuation, litigation support, merger and acquisition advisory, and private placements of debt and equity. Rosenbloom?s M&A advisory and valuation work has involved him with companies as diverse as Blockbuster Video, VNU, American Express, Hyatt Corp., and Continental Airlines, Inc., to name a few. His contributions on investment banking?related topics have appeared in Inc., Forbes, BusinessWeek, and the Harvard Business Review.

JAMES J. HANKS Jr. is a partner in the Baltimore office of Ballard Spahr Andrews & Ingersoll, LLP. In private practice, he represents publicly and privately held corporations and other entities in securities offerings and other financing transactions. He is also an Adjunct Professor at the Johnson Graduate School of Management at Cornell University, where he teaches international mergers and acquisitions, and an Adjunct Professor of Law at Cornell Law School, where he teaches a course in U.S. and European corporate governance at the Cornell Law School Summer Institute at the Sorbonne in Paris.

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