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ISBN 10: 1119380766
ISBN 13: 9781119380764
Author: Patrick A. Gaughan
Mergers, Acquisitions, and Corporate Restructurings provides a comprehensive look at the field’s growth and development, and places M&As in realistic context amidst changing trends, legislation, and global perspectives. All-inclusive coverage merges expert discussion with extensive graphs, research, and case studies to show how M&As can be used successfully, how each form works, and how they are governed by the laws of major countries. Strategies and motives are carefully analyzed alongside legalities each step of the way, and specific techniques are dissected to provide deep insight into real-world operations. This new seventh edition has been revised to improve clarity and approachability, and features the latest research and data to provide the most accurate assessment of the current M&A landscape. Ancillary materials include PowerPoint slides, a sample syllabus, and a test bank to facilitate training and streamline comprehension.
As the global economy slows, merger and acquisition activity is expected to increase. This book provides an M&A primer for business executives and financial managers seeking a deeper understanding of how corporate restructuring can work for their companies.
- Understand the many forms of M&As, and the laws that govern them
- Learn the offensive and defensive techniques used during hostile acquisitions
- Delve into the strategies and motives that inspire M&As
- Access the latest data, research, and case studies on private equity, ethics, corporate governance, and more
From large megadeals to various forms of downsizing, a full range of restructuring practices are currently being used to revitalize and supercharge companies around the world. Mergers, Acquisitions, and Corporate Restructurings is an essential resource for executives needing to quickly get up to date to plan their own company’s next moves.
Mergers Acquisitions and Corporate Restructurings 7th Table of contents:
PART ONE: Background
CHAPTER ONE: Introduction
RECENT M&A TRENDS
TERMINOLOGY
VALUING A TRANSACTION
TYPES OF MERGERS
MERGER CONSIDERATION
MERGER PROFESSIONALS
MERGER ARBITRAGE
LEVERAGED BUYOUTS AND THE PRIVATE EQUITY MARKET
CORPORATE RESTRUCTURING
MERGER NEGOTIATIONS
DEAL STRUCTURE: ASSET VERSUS ENTITY DEALS
MERGER AGREEMENT
MERGER APPROVAL PROCEDURES
DEAL CLOSING
SHORT-FORM MERGER
FREEZEOUTS AND THE TREATMENT OF MINORITY SHAREHOLDERS
APPRAISAL ARBITRAGE
REVERSE MERGERS
NOTES
CHAPTER TWO: History of Mergers
MERGER WAVES
FIRST WAVE, 1897–1904
SECOND WAVE, 1916–1929
THE 1940s
THIRD WAVE, 1965–1969
TRENDSETTING MERGERS OF THE 1970S
FOURTH WAVE, 1984–1989
FIFTH WAVE, 1992–2001
SIXTH WAVE, 2004–2007
NOTES
CHAPTER THREE: Legal Framework
LAWS GOVERNING MERGERS, ACQUISITIONS, AND TENDER OFFERS
OTHER U.S. TAKEOVER RULES
TAKEOVERS AND INTERNATIONAL SECURITIES LAWS
U.S. STATE CORPORATION LAWS AND LEGAL PRINCIPLES
STATE ANTITAKEOVER LAWS
REGULATION OF INSIDER TRADING
ANTITRUST LAWS
MEASURING CONCENTRATION AND DEFINING MARKET SHARE
EXAMPLE OF THE HH INDEX
EUROPEAN COMPETITION POLICY
NOTES
Research Note: Event Studies Methodology
M&A Research: Event Studies
NOTES
CHAPTER FOUR: Merger Strategy
GROWTH
SYNERGY
OPERATING SYNERGY
DIVERSIFICATION
FOCUS HYPOTHESIS
POSSIBLE EXPLANATION FOR THE DIVERSIFICATION DISCOUNT
DO DIVERSIFIED OR FOCUSED FIRMS DO BETTER ACQUISITIONS?
OTHER ECONOMIC MOTIVES
HUBRIS HYPOTHESIS OF TAKEOVERS
DO MANAGERIAL AGENDAS DRIVE M&A?
OTHER MOTIVES
NOTES
PART TWO: Hostile Takeovers
CHAPTER FIVE: Antitakeover Measures
MANAGEMENT ENTRENCHMENT HYPOTHESIS VERSUS STOCKHOLDER INTERESTS HYPOTHESIS
RIGHTS OF TARGETS’ BOARDS TO RESIST: UNITED STATES COMPARED TO THE REST OF THE WORLD
PREVENTATIVE ANTITAKEOVER MEASURES
POISON PILLS
CORPORATE CHARTER AMENDMENTS
CHANGING THE STATE OF INCORPORATION
ACTIVE ANTITAKEOVER DEFENSES
INFORMATION CONTENT OF TAKEOVER RESISTANCE
NOTES
CHAPTER SIX: Takeover Tactics
PRELIMINARY TAKEOVER STEPS
TENDER OFFERS
ADVANTAGES OF TENDER OFFERS OVER OPEN MARKET PURCHASES
PROXY FIGHTS
NOTES
CHAPTER SEVEN: Hedge Funds as Activist Investors
MACROECONOMIC FOUNDATIONS OF THE GROWTH OF ACTIVIST FUNDS
LEADING ACTIVIST HEDGE FUNDS AND INSTITUTIONAL INVESTORS
HEDGE FUNDS AS ACQUIRERS
HEDGE FUND ACTIVISM AND FIRM PERFORMANCE
BUYOUT PREMIUMS: ACTIVIST HEDGE FUNDS VERSUS PRIVATE EQUITY FIRMS
NOTES
PART THREE: Going-Private Transactions and Leveraged Buyouts
CHAPTER EIGHT: Leveraged Buyouts
TERMINOLOGY
HISTORICAL TRENDS IN LBOS
MANAGEMENT BUYOUTS
CONFLICTS OF INTEREST IN MANAGEMENT BUYOUTS
U.S. COURTS’ POSITION ON LEVERAGED BUYOUT CONFLICTS
FINANCING FOR LEVERAGED BUYOUTS
RETURNS TO STOCKHOLDERS FROM LBOS
RETURNS TO STOCKHOLDERS FROM DIVISIONAL BUYOUTS
EMPIRICAL RESEARCH ON WEALTH TRANSFER EFFECTS
PROTECTION FOR CREDITORS
INTRA-INDUSTRY EFFECTS OF BUYOUTS
NOTES
CHAPTER NINE: The Private Equity Market
HISTORY OF THE PRIVATE EQUITY AND LBO BUSINESS
PRIVATE EQUITY MARKET
COMPUTING PRIVATE EQUITY INTERNAL RATES OF RETURN
CHARACTERISTICS OF PRIVATE EQUITY RETURNS
REPLICATING PRIVATE EQUITY INVESTING
BOARD INTERLOCKS AND LIKELIHOOD OF TARGETS TO RECEIVE PRIVATE EQUITY BIDS
SECONDARY MARKET FOR PRIVATE EQUITY INVESTMENTS
NOTES
CHAPTER TEN: High-Yield Financing and the Leveraged Loan Market
HISTORY OF THE JUNK BOND MARKET
LEVERAGED LOAN MARKET
STAPLED FINANCING
NOTES
PART FOUR: Corporate Restructuring
CHAPTER ELEVEN: Corporate Restructuring
DIVESTITURES
DIVESTITURE AND SPINOFF PROCESS
MANAGERIAL OWNERSHIP AND SELL-OFF GAINS
ACTIVISTS AND SELL-OFFS
SHAREHOLDER WEALTH EFFECTS OF SPINOFFS: U.S. VERSUS EUROPE
EQUITY CARVE-OUTS
VOLUNTARY LIQUIDATIONS OR BUST-UPS
TRACKING STOCKS
MASTER LIMITED PARTNERSHIPS AND SELL-OFFS
NOTES
CHAPTER TWELVE: Restructuring in Bankruptcy
TYPES OF BUSINESS FAILURE
CAUSES OF BUSINESS FAILURE
BANKRUPTCY TRENDS
U.S. BANKRUPTCY LAWS
REORGANIZATION VERSUS LIQUIDATION
REORGANIZATION PROCESS
BENEFITS OF THE CHAPTER 11 PROCESS FOR THE DEBTOR
PREPACKAGED BANKRUPTCY
WORKOUTS
CORPORATE CONTROL AND DEFAULT
LIQUIDATION
INVESTING IN THE SECURITIES OF DISTRESSED COMPANIES
NOTES
CHAPTER THIRTEEN: Corporate Governance
STRUCTURE OF CORPORATIONS AND THEIR GOVERNANCE
CEO SEVERANCE PAYMENTS
MANAGERIAL COMPENSATION, MERGERS, AND TAKEOVERS
CEO COMPENSATION AND POWER
GOLDEN PARACHUTES
COMPENSATION CHARACTERISTICS OF BOARDS THAT ARE MORE LIKELY TO KEEP AGENCY COSTS IN CHECK
ROLE OF THE BOARD OF DIRECTORS
ANTITAKEOVER MEASURES AND BOARD CHARACTERISTICS
DISCIPLINARY TAKEOVERS, COMPANY PERFORMANCE, CEO, AND BOARDS
MERGER STRATEGY AND CORPORATE GOVERNANCE
CEO COMPENSATION AND M&A PROGRAMS
DO BOARDS REWARD CEOS FOR INITIATING ACQUISITIONS AND MERGERS?
CEO COMPENSATION AND DIVERSIFICATION STRATEGIES
AGENCY COSTS AND DIVERSIFICATION STRATEGIES
INTERESTS OF DIRECTORS AND M&AS
MANAGERIAL COMPENSATION AND FIRM SIZE
CORPORATE CONTROL DECISIONS AND THEIR SHAREHOLDER WEALTH EFFECTS
DOES BETTER CORPORATE GOVERNANCE INCREASE FIRM VALUE?
CORPORATE GOVERNANCE AND COMPETITION
EXECUTIVE COMPENSATION AND POSTACQUISITION PERFORMANCE
MERGERS OF EQUALS AND CORPORATE GOVERNANCE
NOTES
CHAPTER FOURTEEN: Joint Ventures and Strategic Alliances
CONTRACTUAL AGREEMENTS
COMPARING STRATEGIC ALLIANCES AND JOINT VENTURES WITH MERGERS AND ACQUISITIONS
JOINT VENTURES
STRATEGIC ALLIANCES
NOTES
CHAPTER FIFTEEN: Valuation
VALUATION METHODS: SCIENCE OR ART?
MANAGING VALUE AS AN ANTITAKEOVER DEFENSE
BENCHMARKS OF VALUE
HOW THE MARKET DETERMINES DISCOUNT RATES
VALUATION OF THE TARGET’S EQUITY
MARKETABILITY OF THE STOCK
TAKEOVERS AND CONTROL PREMIUMS
VALUATION OF STOCK-FOR-STOCK EXCHANGES
SHAREHOLDER WEALTH EFFECTS AND METHODS OF PAYMENT
EXCHANGE RATIO
FIXED NUMBER OF SHARES VERSUS FIXED VALUE
MERGER NEGOTIATIONS AND STOCK OFFERS: HALLIBURTON VERSUS BAKER HUGHES
INTERNATIONAL TAKEOVERS AND STOCK-FOR-STOCK TRANSACTIONS
DESIRABLE FINANCIAL CHARACTERISTICS OF TARGETS
NOTES
CHAPTER SIXTEEN: Tax Issues in M&A
FINANCIAL ACCOUNTING FOR M&A
TAXABLE VERSUS TAX-FREE TRANSACTIONS
TAX CONSEQUENCES OF A STOCK-FOR-STOCK EXCHANGE
ASSET BASIS STEP-UP
CHANGES IN THE TAX LAWS
ROLE OF TAXES IN THE MERGER DECISION
ROLE OF TAXES IN THE CHOICE OF SELL-OFF METHOD
ORGANIZATIONAL FORM AND M&A PREMIUMS
CAPITAL STRUCTURE AND PROPENSITY TO ENGAGE IN ACQUISITIONS
TAXES AS A SOURCE OF VALUE IN MANAGEMENT BUYOUTS
MISCELLANEOUS TAX ISSUES
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