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Applied Mergers and Acquisitions

ISBN: 978-0-471-39505-8
1056 pages
March 2004
Applied Mergers and Acquisitions (0471395056) cover image
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.
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Foreword

Preface

Part 1 Introduction and Key Themes 1

Chapter 1 Introduction and Executive Summary 3

Chapter 2 Ethics in M&A 13

Chapter 3 Does M&A Pay? 30

Part 2 Strategy and the Origination of Transaction Proposals 67

Chapter 4 M&A Activity 69

Chapter 5 Cross-Border M&A 98

Chapter 6 Strategy and the Uses of M&A to Grow or Restructure the Firm 123

Chapter 7 Acquisition Search and Deal Origination: Some Guiding Principles 183

Part 3 Diligence, Valuation, and Accounting 205

Chapter 8 Due Diligence 207

Chapter 9 Valuing Firms 247

Chapter 10 Valuing Options 296

Chapter 11 Valuing Synergies 325

Chapter 12 Valuing the Firm across Borders 348

Chapter 13 Valuing the Highly Levered Firm, Assessing the Highly Levered Transaction 393

Chapter 14 Real Options and Their Impact on M&A 424

Chapter 15 Valuing Liquidity and Control 455

Chapter 16 Financial Accounting for Mergers and Acquisitions 478

Chapter 17 Momentum Acquisition Strategies: An Illustration of Why Value Creation Is the Best Financial Criterion 511

Part 4 Design of Detailed Transaction Terms 529

Chapter 18 An Introduction to Deal Design in M&A 531

Chapter 19 Choosing the Form of Acquisitive Reorganization 547

Chapter 20 Choosing the Form of Payment and Financing 564

Chapter 21 Framework for Structuring the Terms of Exchange: Finding the "Win-Win" Deal 589

Chapter 22 Structuring and Valuing Contingent Payments in M&A 609

Chapter 23 Risk Management in M&A 636

Chapter 24 Social Issues 668

Part 5 Rules of the Road: Governance, Laws, and Regulations 683

Chapter 25 How a Negotiated Deal Takes Place 685

Chapter 26 Governance in M&A: The Board of Directors and Shareholder Voting 703

Chapter 27 Rules of the Road: Securities Law, Issuance Process, Disclosure, and Insider Trading 725

Chapter 28 Rules of the Road: Antitrust Law 742

Chapter 29 Documenting the M&A Deal 766

Part 6 Competition, Hostility, and Behavioral Effects in M&A 771

Chapter 30 Negotiating the Deal 773

Chapter 31 Auctions in M&A 790

Chapter 32 Hostile Takeovers: Preparing a Bid in Light of Competition and Arbitrage 804

Chapter 33 Takeover Attack and Defense 824

Chapter 34 The Leveraged Restructuring as a Takeover Defense: The Case of American Standard 856

Part 7 Communication, Integration, and Best Practice 877

Chapter 35 Communicating the Deal: Gaining Mandates, Approvals, and Support 879

Chapter 36 Framework for Postmerger Integration 891

Chapter 37 Corporate Development as a Strategic Capability: The Approach of GE Power Systems 914

Chapter 38 M&A "Best Practices": Some Lessons and Next Steps 926

About the CD-ROM 939

References and Suggestions for Further Reading 945

Index 1001

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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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