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Private Equity: History, Governance, and Operations



Private Equity: History, Governance, and Operations

Harry Cendrowski, James P. Martin, Louis W. Petro, Adam A. Wadecki

ISBN: 978-1-118-04525-1 January 2011 480 Pages

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Praise for Private Equity

"Private Equity: History, Governance, and Operations is an invaluable guide to understanding the world of private equity investing. Harry Cendrowski and his colleagues have drawn on their extensive experience and expertise to produce a book that is remarkably comprehensive and authoritative."
Robert Larson, Chairman, Lazard Real Estate Partners LLC and Larson Realty Group Managing Director, Lazard Alternative Investments

"Private Equity: History, Governance, and Operations is an essential text for any business/finance professional's library. Applicable to both seasoned private equity gurus and students of the industry, its in-depth analysis of 'Best Practices' is well researched and clearly written."
William Campbell, Managing Director, W.Y. Campbell & Company

"This is an interesting and very well-written book. It not only clearly describes the history and techniques of private equity investing, it also provides a thorough examination of the rarely appreciated relationships among internal control design and operation, corporate governance and sound investment decision-making and management. It is an important contribution to the literature of finance."
Barry Epstein, PhD, CPA, Partner, Russell Novak & Company, LLP, and author of Wiley GAAP 2008, The Handbook of Accounting and Auditing, and Wiley IFRS 2008

"Harry Cendrowski really hits a homerun with his newest book about the private equity (PE) industry. A definitive, authoritative text on the subject, it answered all my questions, plus some, and gave me a complete frame of reference where I now feel well informed on PE. I would recommend this book to anyone connected to the PE industry, business advisors, academics, and business owners."
Parnell Black, MBA, CPA, CVA, Chief Executive Officer, National Association of Certified Valuation Analysts (NACVA)

"The timing could not be better to learn more about the current best practices and governance in the world of private equity. What was once an exclusive asset class reserved for the largest, most sophisticated investors has now become a mainstream alternative investment option for investors of all sizes. Still, many investors do not fully understand how the business works. Private Equity: History, Governance, and Operations endows its readers with an A-to-Z education on this emerging asset class, irrespective of their previous experiences."
Maribeth S. Rahe, President and Chief Executive Officer, Fort Washington Investment Advisors, Inc. & Fort Washington Capital Partners

"As a private equity practitioner in the financial services space, I found this book to be a comprehensive-and comprehendible-resource covering all relevant aspects of the business of private equity. This book provides valuable 'how-to's' for improving the likelihood of having successful portfolio companies, with successful exits. Furthermore, both veteran and prospective PE investors now have a resource available to help them screen PE opportunities that best fit with their risk and return objectives."
Scott B. McCallum, Principal, Resource Financial Institutions Group, Inc.

"For years, private equity has been a misunderstood asset class. Harry Cendrowski's book defines private equity in clear, concise terms. Anyone in the financial world will benefit from the insights, guidelines, and experiences detailed in Private Equity: History, Governance, and Operations."
Bob Clone, Senior Portfolio Manager, Alternative Investments Division, Michigan Department of Treasury



MODULE II. The History of Private Equity.

Chapter 1. The Private Equity Process.


General Terms And Brief Overview.

Understanding Private Equity.

Private Equity Fund-Raising.

Chapter 2. Characteristics of the Private Equity Arena.

A Brief History Of Private Equity.

Geographical Distribution Of Private Equity Investments.

Historical Private Equity Investment Levels.

Historical Private Equity Returns.

A Nonmainstream Security?


Chapter 3. Trends in Private Equity.


Overall Industry Trends.

The Buyout Arena.

The Venture Capital Arena.

Chapter 4. Harvesting Private Equity Investments through IPO.

Initial Public Offerings.

Chapter 5. Harvesting Investments through Mergers and Acquisitions.

M&A Basics.

Types of Takeovers.

Reverse Takeovers.

The Takeover Process and Financial Advisor Selection.

Analyzing Potential Buyers.

The Sale Process.

The Bidding Process.

Reaching an Agreement.

Historical M&A Trends.

MODULE II. Governance Structures in Private Equity.

Chapter 6. The Private Equity Governance Model.


A New Model for Corporate Governance.


Chapter 7. Value of Internal Control.


Introduction To COSO and Internal Control.

Components Of Internal Control.

Control Objectives and Control Components.

Internal Control And The PE Firm.


Chapter 8. Internal Control Evaluation.


PCAOB Auditing Standard No. 5.

Phase 1: Planning the Audit.

Phase 2: Using a Top-Down Approach.

Phase 3: Testing Controls.

Phase 4: Evaluating Identified Deficiencies.

Phase 5: Wrapping Up.

Phase 6: Reporting on Internal Controls.

Chapter 9. Financial Statement Fraud and the Investment Decision.

Money Laundering.

Catergories of Fraud.

What is Fraud?

The Required Elements of Fraud.

Financial Statement Attestation.


Fraud and Due Diligence Procedures.


Chapter 10. Professional Standards.


Federal Trade Commission (FTC).

Securities and Exchange Commission (SEC).

"Private" Equity Going Public.

PCAOB Standards.

AICPA Auditing Standards.

AICPA Accounting and Review Standards.

Institute of Internal Auditors (IIA) Standards.

Information Systems Audit and Control Association.

Chapter 11. Contemporary Business and Competitive Intelligence.


Contemporary Business Intelligence.

Competitive Intelligence amd The External Environment.

Normalizing Performance.

Cost of Capital and the Option to Invest.

Developing "Idiosyncratic Acumen".

An Economic View of Quality.

Developing Relationships and Navigating Crises.

Application to Private Equity.

MODULE III. Understanding Operations.

Chapter 12. Organizations as Humans.


Organizations as Humans.

Chapter 13. Beginning the Lean Transformation.


Chapter 14. Manufacturing Due Dilligence: How to Perform Operations Assessments.


Performing the Assessment.

Operational Data and Cost of Sales.


MODULE IV. Special Considerations in Private Equity Investments.

Chapter 15. Private Equity Fund and Portfolio Company Investment.

Understanding Investors and the Investment Process.

Mezzanine Financing.

Private Equity Investment in Distressed Companies.

Chapter 16. Legal Considerations in Exit Strategies: IPO vs. Sale.

IPO vs. Sale Transaction.

Initial Public Offering (IPO).

Sale Transactions.

Chapter 17. Raising Capital through Exempt Offerings of Securities.


Exemptions from Securities Act Registration.

State Securities ("Blue Sky") Laws.

Antifraud Provisions.

Broker-Dealer and Agent Registration Exemptions.

Restrictions on Resales of Restricted Securities.



"This comprehensive guide provides insight into a once-exclusive form of investing that is now an integral part of the world economy, with a focus on venture capital financing and buyout transactions." (Journal of Accountancy, April 1st, 2009)

"This book would be valuable to a widely varied audience. Both prospective and seasoned PE investors, PE professionals, students of business and finance, and general readers would learn much from the different modules of this work." (Legal Information Alert, January 2009)