Takeovers, mergers and buy-outs Books
Cornerstone Barbarians at the Gate
Book SynopsisBryan Burrough is a reporter for the Wall Street Journal in New York. In 1987 he won the John Hancock Award for Excellence in Business and Financial Journalism. John Helyar worked for the Wall Street Journal for nine years. He is now a senior editor of Southpoint, a business magazine based in Atlanta, Georgia.Trade ReviewAll the suspense of a first-rate thriller - one of the finest, most compelling accounts of what happened to corporate America and Wall Street in the 1980s. * New York Times Book Review *One of the greatest business books ever written * New York Times *It's hard to imagine a better story * Chicago Tribune *The most bizarre financial mock-epic of our age. Read it open-mouthed; wonder and shudder. * Independent *
£10.44
Harvard Business Review Press The Synergy Solution: How Companies Win the
Book SynopsisThe new M&A bible.Few actions can change the value of a company—and its competitive future—as quickly and dramatically as an acquisition. Yet most companies fail to create shareholder value from these deals, and in many cases they destroy it. It doesn't have to be this way.In The Synergy Solution, Deloitte's Mark Sirower and Jeff Weirens show acquirers how to develop and execute an M&A strategy—end to end—that not only avoids the pitfalls that so many companies fall into but also creates real, long-term shareholder value. This strategy includes how to: Become a prepared "always on" acquirer Test the investment thesis and DCF valuation of a deal Plan for a successful Announcement Day, and properly communicate synergy promises to investors and other stakeholders Realize those promised synergies through integration planning and post-close execution Manage change and build a new, combined organization Sirower and Weirens provide invaluable background to those considering M&A, laying out the issues they have to consider, how to analyze them, and how to plan and execute the deal effectively. They also show those who have already started the process of M&A how to maximize their chances of success.There's an art and a science to getting mergers and acquisitions right, and this powerful book provides the insights and strategies acquirers need to find success at every stage of an often complex and perilous process.Trade Review"This volume provides an important, rigorous toolkit for students and M&A practitioners." — CHOICE, the publication of the American Library AssociationAdvance Praise for The Synergy Solution:"The Synergy Solution is an instant M&A classic. In their no-nonsense approach, Sirower and Weirens describe in great detail the discipline and hard work required throughout the M&A process to realize the promised value from deals and avoid the pitfalls. I highly recommend this book for any leader who wants to play the acquisition game." — BOB SWAN, Operating Partner, Andreessen Horowitz; former CEO, Intel Corporation"The Synergy Solution provides a complete how-to on M&A. If you only read one book, make it this one—from case studies to practical examples, readers can connect with the fundamentals and, at the same time, learn what to expect from a real-life merger or acquisition." — MARK LITTLE, President and CEO, Suncor Energy"Finally, a definitive guide on M&A and the creation of shareholder value that makes sense. From M&A strategy and communicating with investors to the details of integration and change, The Synergy Solution delivers what it promises. A must-read for CFOs and senior executives involved in M&A." — FRANK D'AMELIO, CFO and Executive Vice President, Global Supply, Pfizer"The Synergy Solution is an important achievement and a revealing and comprehensive book on mergers and acquisitions. Packed with data and details, it will be of great interest to directors who are evaluating M&A proposals as they fulfill their governance duties, as well as to senior executives who will be called upon to formulate these deals and successfully execute them." — SCOTT BARSHAY, Chair of Corporate Department, Paul, Weiss, Rifkind, Wharton & Garrison"The Synergy Solution is a powerful resource revealing the end-to-end development and successful execution of M&A strategies—including the art and the science of getting deals done and done right. This is the practical guidebook to read if you're considering M&A or building a career in this field." — JOHN LO, CFO, Tencent"One of the enduring mysteries of finance over the last quarter century has been the persistent belief among CEOs and boards that despite the significant amount of M&A activity that results in value destruction, 'our deal will be different.' In this comprehensive book, two leading M&A experts lay out with clarity and persuasiveness a detailed approach for how your deal can, in fact, be different. A must-read for every practitioner—and every student." — RAGHU SUNDARAM, Richard R. West Dean and Edward I. Altman Professor of Credit & Debt Markets, NYU Stern School of Business"Growth and M&A ideas abound, so leaders must exercise great discipline as they negotiate deals and commit precious financial and human capital. This excellent book elegantly weaves insights across the elements of successful M&A and will serve as an essential primer for boards as they face the challenges of not only assessing proposed deals—with forward-looking growth synergies—but also holding management accountable for delivering tangible results." — TERESA BRIGGS, board member, DocuSign, ServiceNow, Snowflake, and Warby Parker"With The Synergy Solution, Sirower and Weirens provide an insightful, accessible, and extremely useful road map for senior management and boards that are considering or executing M&A activity. All potential acquirers should be able to answer the straightforward questions that structure The Synergy Solution. Sirower and Weirens guide readers through the many considerations necessary to avoid bad deals and realize the potential of good ones. Their book is a must-read. Acquirers ignore it at their peril." — MARK W. NELSON, Anne and Elmer Lindseth Dean and Professor of Accounting, Johnson Graduate School of Management, Cornell University"Trust is foundational to any well thought-out M&A transaction. The Synergy Solution explores step by step not only the practical aspects of conducting a successful M&A transaction but also the rigors of the communication and announcement processes relevant to building, from day one, that trust between business leaders and stakeholders." — SANDRA SUCHER, professor, Harvard Business School; coauthor, The Power of Trust
£999.99
Penguin Books Ltd Bad Buying
Book SynopsisA fascinating litany of the mistakes that can happen when buyers get it wrong - Luke Johnson, The Sunday TimesPacked full with amazing examples'' Jeremy Vine, BBC Radio 2Colossal, costly disasters could be averted if those holding the purse strings read this book. - The TimesIn this hilarious, fascinating and insightful expose, industry insider Peter Smith reveals the massive blunders and dodgy dealings taking place around the world as private companies and public sector bodies buy goods and services. A recent report showed that over 90% of procurement projects fail. So, why are so many billions wasted on ineptitude, mismanagement and, in some cases, fraud? By turns an entertaining account of some of the worst procurement scams in history and also a resounding lesson in how not to operate, Bad Buying offers clear and practical advice on how to avoid embarrassing mistakes, minimise needless waste and maTrade ReviewColossal, costly disasters could be averted if those holding the purse strings read this book. * The Times *Bad buying tells story after story of bad buying for both novices and experts alike - and shows us a roadmap to doing it better. * Jason Busch, Managing Director, Azul Partners and Founder / Contributing Author, Spend Matters *This book is a revelation ... actually it's full of them, all costly catastrophes. Factually rich, funny and full of practical hard-earned wisdom, it is also an extensively-referenced portal into a parallel how-to universe where great buying delivers remarkable business results. If you don't read this book, you may find yourself in the next one! * Dr Richard Russil, author and coach *A refreshingly different take on how to be great at procurement by learning from a plethora of examples of painful, unbelievable, funny and downright stupid buying by organisations, or more precisely the people in them. A brilliantly unique and insightful read from one of the most experienced individuals in this space * Jonathan O’Brien Author and CEO Positive Purchasing Ltd *A great opportunity to learn from other people's mistakes, not your own. Through exceptionally well researched examples, Peter teaches both new and established professionals how to avoid the same mistakes. I thoroughly recommend this book to anybody involved in, or responsible for spending money for their organisation * Garry Mansell, Former GM, Source-to-Contract, Coupa Software *An unusual business book in that it is both useful to readers and also genuinely entertaining with fascinating stories of failure and fraud from around the world and every sector * Shirley Cooper, Commercial Director, Tapestry Compliance and NED, Ministry of Justice *A hilarious, enlightening and brilliant look at how organisations - public and private - have been guilty of horrendous buying failures. Not content with just lifting the lid on some of the most egregious excesses in history, Peter Smith provides insightful and practical advice to avoid repeating such disasters. This book will make you think twice about buying anything - but do buy this * Antonio Weiss, bestselling author of 101 business Ideas That Will Change the Way you Work and Director, The PSC *This book is a fascinating account of the biggest buying blunders by private and public sectors alike. Written in his trademark dashing and fluent style, doesn't just expose hilarious dodgy stories with Schadenfreude but offers insightful and practical advice on how to avoid career limiting mistakes * Bernhard Raschke, Partner and Head of EMEA Supply Chain Centre of Excellence, Korn Ferry *This book is a great effort to dig the challenges out of the back office of procurement and bring to the fore the opportunities for improvement... If you want to improve your chances of not being done by Bad Buying, there's no better place than this book to see what the risks are and begin to understand how to avoid them * Charles Findlay, Director, State of Flux *Covid-19 restrictions have put the spotlight on global supply chains and the difficulties caused when everybody wants to buy the same thing at the same time. Peter's book highlights where buying can go catastrophically wrong and how to avoid these pitfalls. Had this been published pre-Covid, some of the recent c*ck-ups and waste might have been avoided. It's a must read for the public and private sector alike * Lt-Gen. Sir Andrew Gregory, Controller, SSAFA *In turns informative, shocking and amusing, Bad Buying explores the career-limiting catastrophes to avoid and sets out a vision for better buying, not only stewarding finances responsibly but also supporting the firm's purpose and place in the community * Stuart Brocklehurst, CEO, Applegate Marketplace Ltd *Bad Buying has a rich set of examples of both corrupt practices and unintentional but costly and wasteful mistakes made by business professionals. With trillions spent by organisations buying goods and services, every executive who is involved in or oversees those processes needs to make this a must read * Raj Sharma, Founder and CEO, Public Spend Forum *A must read for Boards, CEOs and Governments. The case studies remind us all that there is 'no such thing as a free lunch' and 'if it's too good to be true it usually is'. Buyer beware, and never underestimate you stakeholder or your suppliers. Instead, build relationships and trust * Lucy Harding, Partner and Global Head of Practice, Odgers Berndtson *Purchasing plays such an important role in business success, but is also one of the least understood activities. Using case studies from around the globe, Bad Buying has illuminated how and why organisations can get it wrong when it comes to spending money with suppliers. This is a timely, informative and highly entertaining read! * Nandini Basuthakur, CEO, Procurement Leaders *Bad Buying should be required reading for every buyer who is serious about their career... a manual for professional buyers [and] a fascinating litany of the mistakes that can happen when buyers get it wrong -- Luke Johnson * The Times *A fascinating litany of the mistakes that can happen when buyers get it wrong * Luke Johnson, The Sunday Times *Packed full with amazing examples * Jeremy Vine, BBC Radio 2 *Colossal, costly disasters could be averted if those holding the purse strings read this book * The Times *
£14.24
Brown Dog Books MERGERS WITH THE BENEFIT OF HINDSIGHT
Book Synopsis This is a compelling guide to law firm M&A that will challenge your thinking. Find out what stops integration working by using the insight of a peer group of Managing Partners. Benefit from their hindsight on themes that are recurrent, this is practical and entirely relatable with useful anecdotes and case studies on best practice. Featuring every key aspect of the M&A process from inception to completion, there is advice on everything from strategy, culture, communications, finance, behaviour of partners and staff, client considerations, marketing and IT which will enable you to plan and focus on successful integration. Inspiring for those considering M&A and insightful for day-to-day management of professional services partnerships.
£14.24
Springer International Publishing AG How to Value a Bank: From Licensing to Resolution
Book SynopsisThis book gives an overview of the most common techniques used by analysts and experts to assess and value banks in all phases of a Bank’s life, from licensing to resolution. These include licensing procedures, going concern market valuation techniques, liquidation, and resolution methodologies. The author sheds light on financial institutions’ reporting and financial statements and explains how to interpret the data. Special attention is given to the different valuation approaches for financial institutions ranging from the basic PE and PBV methodologies to the more sophisticated ones such Discount cash flow (DCF), Dividend discount model (DDM), excess return models (EVA), and their variant, the warranted equity value (WEV) method. The authors also illustrate how to build a sum-of-the-parts model (SOTP) and how to treat capital in the process as well as developing a bottom-up approach for the cost of equity. The book provides numerous real-world examples which will hopefully help practitioners build their own MS Excel models. Furthermore, this publication investigates some of the critical aspects of banking M&A and its valuation implications. This book also takes a deep dive into valuation for Banks in gone concern status, describing the basis for three different types of valuation of Banks in resolution: to inform a decision on whether to put a bank into resolution; to inform the choice of resolution tools and the extent of any bail-in of liabilities; and to determine whether any creditors would have been better off had the bank gone into insolvency. Special attention is given to the valuation of non-performing loans (NPLs) and financial assets focusing on some operational aspects of winding-down a bank’s loan and trading book portfolio.Table of ContentsChapter 1. Introduction.- Chapter 2. Main Features of the Banking Business Model.- Chapter 3. Valuing a Bank in Going Concern.- Chapter 4. Banks M&a: Strategy and Valuation.- Chapter 5. Valuation in Resolution.- Chapter 6. Valuation in Liquidation.- Chapter 7. Loan Valuation.- Chapter 8. Financial Assets Valuation.- Chapter 9. Solvent Wind Down.
£75.99
John Wiley & Sons Inc Mergers Acquisitions and Corporate Restructurings
Book SynopsisThe essential M&A primer, updated with the latest research and statistics 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 themLearn the offensive and defensive techniques used during hostile acquisitionsDelve into the strategies and motives that inspire M&AsAccess 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.Table of ContentsPreface xi Part I: Background Chapter 1: Introduction 3 Recent M&A Trends 3 Terminology 11 Valuing a Transaction 13 Types of Mergers 13 Merger Consideration 14 Merger Professionals 15 Merger Arbitrage 18 Leveraged Buyouts and the Private Equity Market 19 Corporate Restructuring 20 Merger Negotiations 21 Deal Structure: Asset versus Entity Deals 24 Merger Agreement 28 Merger Approval Procedures 29 Deal Closing 31 Short-Form Merger 31 Freezeouts and the Treatment of Minority Shareholders 32 Appraisal Arbitrage 33 Reverse Mergers 34 Chapter 2: History of Mergers 41 Merger Waves 41 First Wave, 1897–1904 43 Second Wave, 1916–1929 48 The 1940s 49 Third Wave, 1965–1969 49 Trendsetting Mergers of the 1970s 54 Fourth Wave, 1984–1989 59 Fifth Wave, 1992–2001 64 Sixth Wave, 2004–2007 68 Chapter 3: Legal Framework 71 Laws Governing Mergers, Acquisitions, and Tender Offers 72 Other U.S. Takeover Rules 85 Takeovers and International Securities Laws 86 U.S. State Corporation Laws and Legal Principles 96 State Antitakeover Laws 99 Regulation of Insider Trading 108 Antitrust Laws 110 Measuring Concentration and Defining Market Share 117 Example of the HH Index 118 European Competition Policy 121 Research Note: Event Studies Methodology 124 M&A Research: Event Studies 124 Chapter 4: Merger Strategy 127 Growth 127 Synergy 136 Operating Synergy 138 Diversification 146 Focus Hypothesis 151 Possible Explanation for the Diversification Discount 152 Do Diversified or Focused Firms Do Better Acquisitions? 156 Other Economic Motives 157 Hubris Hypothesis of Takeovers 168 Do Managerial Agendas Drive M&A? 171 Other Motives 176 Part II: Hostile Takeovers Chapter 5: Antitakeover Measures 183 Management Entrenchment Hypothesis versus Stockholder Interests Hypothesis 184 Rights of Targets’ Boards to Resist: United States Compared to the Rest of the World 185 Preventative Antitakeover Measures 186 Poison Pills 187 Corporate Charter Amendments 199 Changing the State of Incorporation 210 Active Antitakeover Defenses 211 Information Content of Takeover Resistance 234 Chapter 6: Takeover Tactics 237 Preliminary Takeover Steps 238 Tender Offers 245 Advantages of Tender Offers over Open Market Purchases 260 Proxy Fights 267 Chapter 7: Hedge Funds as Activist Investors 279 Macroeconomic Foundations of the Growth of Activist Funds 281 Leading Activist Hedge Funds and Institutional Investors 282 Hedge Funds as Acquirers 288 Hedge Fund Activism and Firm Performance 292 Buyout Premiums: Activist Hedge Funds versus Private Equity Firms 294 Part III: Going-Private Transactions and Leveraged Buyouts Chapter 8: Leveraged Buyouts 305 Terminology 305 Historical Trends in LBOs 306 Management Buyouts 314 Conflicts of Interest in Management Buyouts 318 U.S. Courts’ Position on Leveraged Buyout Conflicts 319 Financing for Leveraged Buyouts 328 Returns to Stockholders from LBOs 336 Returns to Stockholders from Divisional Buyouts 337 Empirical Research on Wealth Transfer Effects 342 Protection for Creditors 343 Intra-Industry Effects of Buyouts 344 Chapter 9: The Private Equity Market 345 History of the Private Equity and LBO Business 345 Private Equity Market 346 Computing Private Equity Internal Rates of Return 360 Characteristics of Private Equity Returns 361 Replicating Private Equity Investing 365 Board Interlocks and Likelihood of Targets to Receive Private Equity Bids 366 Secondary Market for Private Equity Investments 366 Chapter 10: High-Yield Financing and the Leveraged Loan Market 369 History of the Junk Bond Market 369 Leveraged Loan Market 380 Stapled Financing 383 Part IV: Corporate Restructuring Chapter 11: Corporate Restructuring 389 Divestitures 392 Divestiture and Spinoff Process 403 Managerial Ownership and Sell-Off Gains 408 Activists and Sell-Offs 408 Shareholder Wealth Effects of Spinoffs: U.S. versus Europe 417 Equity Carve-Outs 424 Voluntary Liquidations or Bust-Ups 430 Tracking Stocks 431 Master Limited Partnerships and Sell-Offs 433 Chapter 12: Restructuring in Bankruptcy 437 Types of Business Failure 438 Causes of Business Failure 439 Bankruptcy Trends 444 U.S. Bankruptcy Laws 448 Reorganization versus Liquidation 449 Reorganization Process 450 Benefits of the Chapter 11 Process for the Debtor 457 Prepackaged Bankruptcy 461 Workouts 465 Corporate Control and Default 470 Liquidation 471 Investing in the Securities of Distressed Companies 472 Chapter 13: Corporate Governance 477 Structure of Corporations and Their Governance 477 CEO Severance Payments 494 Managerial Compensation, Mergers, and Takeovers 494 CEO Compensation and Power 495 Golden Parachutes 499 Compensation Characteristics of Boards That are More Likely to Keep Agency Costs in Check 501 Role of the Board of Directors 502 Antitakeover Measures and Board Characteristics 512 Disciplinary Takeovers, Company Performance, CEOs, and Boards 515 Merger Strategy and Corporate Governance 516 CEO Compensation and M&A Programs 516 Do Boards Reward CEOs for Initiating Acquisitions and Mergers? 516 CEO Compensation and Diversification Strategies 517 Agency Costs and Diversification Strategies 518 Interests of Directors and M&As 519 Managerial Compensation and Firm Size 520 Corporate Control Decisions and Their Shareholder Wealth Effects 521 Does Better Corporate Governance Increase Firm Value? 522 Corporate Governance and Competition 523 Executive Compensation and Postacquisition Performance 524 Mergers of Equals and Corporate Governance 525 Chapter 14: Joint Ventures and Strategic Alliances 535 Contractual Agreements 535 Comparing Strategic Alliances and Joint Ventures with Mergers and Acquisitions 536 Joint Ventures 536 Strategic Alliances 542 Chapter 15: Valuation 551 Valuation Methods: Science or Art? 553 Managing Value as an Antitakeover Defense 553 Benchmarks of Value 554 How the Market Determines Discount Rates 566 Valuation of the Target’s Equity 579 Marketability of the Stock 579 Takeovers and Control Premiums 583 Valuation of Stock-for-Stock Exchanges 588 Shareholder Wealth Effects and Methods of Payment 589 Exchange Ratio 595 Fixed Number of Shares versus Fixed Value 602 Merger Negotiations and Stock Offers: Halliburton versus Baker Hughes 603 International Takeovers and Stock-for-Stock Transactions 603 Desirable Financial Characteristics of Targets 604 Chapter 16: Tax Issues in M&A 613 Financial Accounting for M&As 614 Taxable versus Tax-Free Transactions 614 Tax Consequences of a Stock-for-Stock Exchange 617 Asset Basis Step-Up 618 Changes in the Tax Laws 619 Role of Taxes in the Merger Decision 620 Role of Taxes in the Choice of Sell-Off Method 622 Organizational Form and M&A Premiums 622 Capital Structure and Propensity to Engage in Acquisitions 623 Taxes as a Source of Value in Management Buyouts 624 Miscellaneous Tax Issues 625 Glossary 631 Index 643
£59.25
Harriman House Publishing Leveraged Buyouts
Book SynopsisLeveraged buyouts (LBOs) are innovative and sometimes controversial transactions. Loading a target company with the debt used to acquire it requires careful judgement, and getting the balance right between debt-load and future performance can be a demanding challenge. The financial analyst''s role therefore sits at the heart of a successful leveraged buyout. It is his or her analysis of a target company and a prospective LBO which lays the foundation for a viable deal - or alerts parties to potential problems.This book assists financial analysts by explaining both the principles involved in leveraged buyouts, as well as detailing the ins and outs of putting together an industry-standard LBO analysis.Written by financial expert David Pilger, in lucid and accessible English it takes readers through:- the purpose, advantages, risks and outcomes of LBOs- the typical players in an LBO deal- step-by-step instructions on building an LBO analysis in Excel: from sources of funds, through income statements, cost structure, interest, EBITDA, cash flow, debt paydown and returnsEminently practical and authoritative, this is an indispensable guide for any finance professional or student looking to master a vital area of modern finance. By understanding the techniques and principles underlying LBO analysis, and by working through the model in this book, readers will acquire a deeper understanding of the LBO investor''s perspective - and be able to use these techniques as a practitioner in the financial industry.Table of ContentsAbout the Author Preface PART I. LEVERAGED BUYOUTS EXPLAINED 1. What is an LBO? 2. Leveraged Buyouts: The Purpose - Advantages of Leverage - Risks of Leverage - Outcomes 3. Players in a Leveraged Buyout 4. Anatomy of a Practitioner's Analysis - Overview of Financial Statements - Application of Financial Statements - LBO Analysis - Steps in Creating an LBO Analysis PART II. BUILDING AN ANALYSIS Overview of an Analysis 5. How Much and Who's Paying for it? - Sources of Funds - Leveraging Up - Transaction Enterprise Value - Measuring Value 6. Income Statement - Future Growth 7. Cost Structure - Expense - Revealing Ratios - In the Years Ahead 8. Income Statement Forecast - Forecasting Year 1 - Extending Our Projections - Checkpoint: Are We Right? 9. Interest - Setting the Stage - Taxes 10. EBITDA 11. Cash Flow 12. Outstanding Debt Balance - Paying Down Leverage - How Much is the Right Amount? - Excess Cash - Across the Five Years - Net Interest Income - Statistics and Ratio Analysis 13. Returns Analysis - Multiple of Money - Returns in the Future 14. Additional Ratio Analysis - Debt Ratios - Coverage Ratios 15. Sensitivity Analysis Conclusion Index
£28.00
Morgan James Publishing llc Go Do Deals: The Entrepreneur’s Guide to Buying &
Book SynopsisGo Do Deals provides entrepreneurs with a practical method to source and buy companies without having capital and without borrowing lots of money. For those who are ready to take the next step on the entrepreneurial ladder and make the shift from customer to shareholder value creation, Go Do Deals shows them how to: Bypass the brokers and find businesses that are NOT for sale Find, approach, and have positive conversations with potential sellers Structure deals so that they do not need to contribute cash upfront Choose the right deals and avoid buying themselves a job Know the best time to exit or sell their business Buying a company can double one’s business in an afternoon, free them from the treadmill of staff and customers, and avoid the blood, sweat, and years of start-up pain. It’s time to Go Do Deals.
£16.14
Rethink Press The Billion Dollar Secret: 20 Principles of
Book SynopsisBased on face-to-face interviews with over 20 self-made billionaires.There are thousands of books on millionaire thinking. The knowledge they offer isn't enough to get you to the highest ranks of wealth. The richest people of our times are billionaires. Only 1 in 5 million world citizens belongs to this group. Billionaires are extremely rare, and their mindset differs hugely from that of ordinary millionaires."The Billion Dollar Secret" offers firsthand knowledge of billionaire entrepreneurs told in their own words. Never before has someone interviewed 20+ self-made billionaires across the world for a book project. The author worked for years with some of the very best entrepreneurs on the planet and distilled their secrets into 20 mental principles that enabled them to start from zero and create billions of dollars in value during one life span.This book gives you the road map to follow their path to extreme wealth and success.There is no other book available anywhere in the world that contains this much entrepreneurial experience, insight, and wisdom in it. from the Foreword by Jack Canfield, multiple #1 New York Times best-selling author of The Success Principles and the Chicken Soup for the Soul seriesThis book is recommended by billionaires:I recommend all entrepreneurs to have a look at this sensational book. Cho Tak Wong, self-made billionaire and the World Entrepreneur of the Year 2009Rafael Badziag has compiled a [. . .] book about what it is to be a billionaire in the world of digital and exponential growth. Chip Wilson, self-made billionaire, founder of Lululemon AthleticaI highly recommend this book. It is a very thoroughly researched book on successful philosophies of life. Tony Tan Caktiong, self-made billionaire and the World Entrepreneur of the Year 2004The following billionaires contributed to this book: Manny Stul, the World Entrepreneur of the Year 2016 Mohed Altrad, the World Entrepreneur of the Year 2015 Cho Tak Wong (Cao Dewang), the World Entrepreneur of the Year 2009 Tony Tan Caktiong, the World Entrepreneur of the Year 2004 N. R. Narayana Murthy, the World Entrepreneur of the Year 2003 Jack Cowin Cai Dongqing Sergey Galitskiy Peter Hargreaves Frank Hasenfratz Navin Jain Kim Beom-Su Hüsnü Özyegin Lirio Albino Parisotto Dilip Shanghvi Ron Sim Micha? So?owow Petter Stordalen Frank Stronach Chip Wilson
£16.99
Emerald Publishing Limited Advances in Mergers and Acquisitions
Book SynopsisAdvances in Mergers and Acquisitions stands out from the competition due to its focus on three key characteristics: studies from scholars in different countries, with different research questions, relying on different theoretical perspectives. Such a broad and inclusive approach to mergers and acquisitions is not easily replicated in academic journals, with much narrower mandates and metrics. The chapters published in this volume provide cutting edge ideas by leading scholars, and help to inform mergers and acquisitions research around the world.Trade ReviewThis volume contains eight essays by business and economics scholars from Europe, Asia, and the US, who consider aspects of mergers and acquisitions: ethnographic methods for studying them; whether company performance improves after a merger or acquisition; the role of Japanese firms' announcement of mergers and acquisitions budgets; cross-border mergers and acquisitions in related and technology-intensive industries; the impact of business news reports on acquirer short-term performance; acquisitions as a form of corporate entrepreneurship; the influences of social media on human resources in mergers and acquisitions; and retention strategies in mergers and acquisitions processes. -- Annotation ©2018 * (protoview.com) *Table of ContentsIntroduction; Cary L Cooper and Sydney Finkelstein Chapter 1. Reflecting on the Use of Ethnographic Methods in the Study of Mergers; Satu Teerikangas and Noelia-Sarah Reynolds Chapter 2. Does Company Performance Improves After M&A? A Literature Review; Joaquin Sanz BerrioaTegortua, Olga del Orden Olasagasti and Beatriz Palacios Florencio Chapter 3. Examination of Japanese Firms' Announcement of M&A Budgets: From the Perspective of Signaling Theory and Impression Management Theory; Katsuhiko Shimizu and Daisuke Uchida Chapter 4. Cross-border M&As in related & technology-intensive industries: Evidence on the dynamics of spatial distance, industry context, and completion likelihood of international takeovers; Elisa Labbas, Padma Rao Sahib and Trang Thu Doan Chapter 5. Bearers of (good) News: The Impact of Business News Reports on Acquirer Short-Term Performance; Jiachen Yang and Michel W. Lander Chapter 6. Acquisitions as Corporate Entrepreneurship; David R. King, Svante Schriber, Florian Bauer and Sina Amiri Chapter 7. Advancing Research on the Influences of Social Media on Human Resources in Mergers and Acquisitions; Ralph McKinney, Lawrence Shao, Dale Shao and Marjorie McInerney Chapter 8. Retention Strategies in M&A Processes - an Exploratory Case Study on Turnover During Mergers and Acquisitions in the German Software Industry; Theresa Goecke, Björn Michaelis and Lars Schweizer
£75.04
Institute of Competition Law Turkish Competition Law
Book Synopsis
£152.00
Springer Nature Switzerland AG Mergers & Acquisitions: Understanding M&A
Book SynopsisMergers & acquisitions are an essential instrument of strategic corporate management for companies of all sizes. The success of an M&A project highly depends on an optimal transaction preparation, fast execution and the experience of all parties involved. Due to numerous endogenous and exogenous influences, no two M&A transactions are alike at the detailed level. This book is designed as a practical M&A guide for students and professionals alike. In addition to dealing with important basics of mergers & acquisitions, the focus is on a structured and in-depth examination of the individual process steps of a typical company sale. At various points in this book, specific differences between a company sale of medium-sized companies (mid-caps) and large companies (large-caps) are discussed in detail.Table of ContentsChapter 1. The foundation of the consideration.- Chapter 2. David and Goliath: Mid-cap and large-cap companies.- Chapter 3. M&A sales process.
£47.49
Kogan Page Ltd The Deal Paradox
Book SynopsisMichel Driessen is a Senior Partner in EY's Strategy and Transactions group. He has previously held senior executive positions at Accenture, Visa and Rabobank. He has worked on and led over 100 multi-billion-pound transactions with the world's largest corporations and private equity firms. He is an Honorary Senior Visiting Fellow at Bayes Business School in London. Anna Faelten, PhD, is an experienced corporate finance Partner at EY. She leads EY's Technology, Media and Telecoms (TMT) Corporate Finance practice. She has a wealth of corporate finance and consulting experience, spanning public to private sector, private equity-backed, founder owned and corporate buy-side and sell-side transactions. Scott Moeller is a Professor in the Practice of Finance at the Bayes Business School in London, UK, and is the founder and Director of the M&A Research Centre. He teaches 'Mergers & Acquisitions' in the MBA and MSc programmes. He has had a highly successful banking caTrade Review"In a world where rapid technology development and adoption are forcing the pace of change, this book reminds us that human values and relationships are the foundation of all successful business dealings." * Anne Glover, Chief Executive and Co-founder, Amadeus Capital *"Shows the unstoppable rise in the use of big data and AI in large M&A deals, which mirrors every other industry, including global sports such as football. And, just as we found in the sports industry where we argue that "the machine proposes but the human decides", Driessen, Faelten and Moeller show why the human element of deals will only become more important with the increasing use of technology to conduct deals. This is a must-read for anyone engaged in divestitures, acquisitions and large financial deals." * Chris Brady, Chief Intelligence Officer, Sportsology Group *"A insightful and thought-provoking read for those involved in mergers, acquisitions and divestitures, as well as in the world of corporate finance. As deals have become part of the DNA of business strategy, so has the use of technology in advancing and accelerating the execution of the right transactions. Through the lens of experience, the authors use interviews and stories with leading dealmakers to highlight the impact of technology on today's deal market, and to forecast the likely implications of digital transformation to the M&A process. Whether an experienced investment banker or early career analyst, you need to read The Deal Paradox." * Kenneth H Marks, Managing Partner and Founder, High Rock Partners *Table of Contents Chapter - 00: Introduction - Do deals or die; Chapter - 01: Strategy or bust; Chapter - 02: Identify your target; Chapter - 03: Winning hearts, minds and money; Chapter - 04: Priced to perfection; Chapter - 05: Taking care of business; Chapter - 06: Selling the story; Chapter - 07: After the deal; Chapter - 08: Conclusion - The future of the deal;
£37.99
McGraw-Hill Education - Europe The Art of Bank MA Buying Selling Merging and
Book SynopsisUp-to-date guidance for conducting a successfulM&A for banks and financial institutionsThe simmering economic climate since the financial crisis faces a front of new competition and sweeping regulatory reforms expected to drive the U.S. banking sector into consolidation in the next ten years. Capitalizing on the upcoming opportunities will take strategically focused preparation. The Art of Bank M&A is the unprecedented guide to mastering the merger and acquisition of a bank and any other financial institution.M&A transactions involving financial businesses take place in a framework of regulation, which makes them greatly different from those of commercial companies. The specialized coverage in this one-of-a-kind guide givesyou an insider's interpretation of the DoddâFrank Wall Street Reform and Consumer Protection Act, along with the most popular techniques and strategies used to shed and acquire financial entities within the regulation. Straightforward explanTable of ContentsFOREWORD: A NEW WORLD FOR BANK MERGERS BY HEATH P. TARBERTPREFACE ACKNOWLEDGMENTS SECTION 1 SETTING Chapter 1 Banking: An Overview Chapter 2 The Bank Regulatory Environment Chapter 3 Special Issues for Bank Holding Companies SECTION 2 FROM STRATEGIES TO STANDARDS Chapter 4 Bank Strategies for Growth and Value Chapter 5 Preliminary Valuation for Deal Pricing Chapter 6 Confirmatory Bank Due Diligence SECTION 3 SYNERGIES Chapter 7 Postmerger Integration for Banks Chapter 8 Bank M&A: Case in Point Chapter 9 Banking on the Future SECTION 4 SPECIAL SITUATIONS Chapter 10 Cross-Border Bank M&A Chapter 11 Distressed and Failed Banks Chapter 12 Investing in Bank Stocks Appendix Landmark U.S. Supreme Court Cases in Banking, 1799–2013 NOTES INDEX
£62.24
Taylor & Francis Ltd Effects of Mergers Routledge Library Editions The Economics
a huge range and FREE tracked UK delivery on ALL orders.
£240.00
John Wiley & Sons Inc Intelligent M A
Book SynopsisAlmost 70% of mergers fail, yet deals are essential for growing world-class companies. Therefore they must use all the tools and techniques at their disposal to improve their chances of success.Table of ContentsIntroduction to the Second Edition ix 1 The Need for Intelligence in Mergers and Acquisitions 1 2 Business Intelligence 37 3 Designing the Acquisition Process 69 4 Controlling the Advisors 101 5 Identifying the Best Targets 119 6 The Best Defense 159 7 Due Diligence 193 8 Valuation, Pricing, and Financing 243 9 Negotiation and Bidding 283 10 Post-deal Integration 313 11 Post-deal Review 353 12 Conclusions 367 Bibliography and References 373 Index 383
£22.40
John Wiley & Sons Inc Driving Results Six Lessons Learned from
Book SynopsisTable of ContentsIntroduction ix Part I The Change Imperative 1 Chapter 1 Success Through Change 3 Chapter 2 What Is Bridgestone Americas? 7 Chapter 3 Recognizing a Need for Change 23 Part Ii the Six Lessons for Change 49 Chapter 4 A Prelude for Change 51 Chapter 5 Leadership: Lesson #1 55 Chapter 6 Vision: Lesson #2 95 Chapter 7 Culture: Lesson #3 107 Chapter 8 People: Lesson #4 123 Chapter 9 Alignment: Lesson #5 149 Chapter 10 Focused Execution: Lesson #6 161 Chapter 11 Restoring an Iconic Brand with the Six Lessons 171 Acknowledgments 177 About the Author 181 Index 183
£18.69
Pearson Education Acquisition Essentials
Book SynopsisDenzil Rankine is chief executive and founder of AMR International, which has offices in London, Frankfurt and New York. Denzil has advised on agreed and hostile acquisitions and private equity transactions with values ranging up to $2 bn. Denzil is the author of four books on Mergers & Acquisitions. Peter Howson is a director of AMR International, and has over 25 years' experience of M&A and business development both in industry and as an advisor. He is a qualified accountant and has an MBA from Manchester Business School. Table of Contents 1 The foundations 2 Finding candidates 3 Preliminary negotiations 4 Working with advisers 5 The integration plan 6 Investigating the target 7 Valuation 8 Negotiation 9 The sale and purchase agreement Index
£999.99
Emerald Publishing Limited Advances in Mergers and Acquisitions
Book SynopsisAdvances in Mergers and Acquisitions stands out from the competition due to its focus on three key characteristics: studies from scholars in different countries, with different research questions, relying on different theoretical perspective. Such a broad and inclusive approach to mergers and acquisitions is not easily replicated in academic journals, with much narrower mandates and metrics.Volume 23 of this annual series explores a range of issues, from cross-border mergers and acquisitions, MNE strategies and multi-business firms to outsourcing and strategic choices.This collection of new and current research highlights interesting behavioural themes as well as timely practical solutions to the dilemma of mergers and acquisitions failures. Advances in Mergers and Acquisitions Volume 22 is of interest to scholars in strategic management, organizational theory and behaviour who are studying questions around mergers and acquisitions. Doctoral students
£76.00
Emerald Publishing Limited Advances in Mergers and Acquisitions
Book SynopsisAdvances in Mergers and Acquisitions stands out from the competition due to its focus on three key characteristics: studies from scholars in different countries, with different research questions, relying on different theoretical perspective. Such a broad and inclusive approach to mergers and acquisitions is not easily replicated in academic journals, with much narrower mandates and metrics. Volume 22 of this annual series explores a range of issues relevant to a post-pandemic world– the cost-of-living crisis, energy insecurity, war in Ukraine and rising inflation are pushing many countries into recession, adversely affecting the global economy. This has led, and will continue to lead, to more downsizing, restructurings and inevitably to an increase in mergers and acquisitions. This collection of new and current research highlights interesting behavioural themes as well as timely practical solutions to the dilemma of mergers and acquisitions failures. Advances in Mergers and Acquisitions Volume 22 is of interest to scholars in strategic management, organizational theory and behaviour who are studying questions around mergers and acquisitions. Doctoral students will benefit from access to the diversity of research that can trigger new research questions and expanded research agendas.Table of ContentsChapter 1. Addressing Information Asymmetry in Acquisitions: The Role of Social Ties; Olimpia Meglio, David R King, and Elio Shijaku Chapter 2. The Role of Sustainability in Mergers and Acquisitions: A Literature Review; Mohammad Faisal Ahammad Chapter 3. Effects of Human Factors on Knowledge Sharing During Chinese Cross-border M&A Integration; Jean Wang and Lars Schweizer Chapter 4. A Triadic Process View Of Divestors, Targets and Acquirers; Dries Faems and Taco H. Reus Chapter 5. Private Company Seller Perspectives in Lower Middle Market M&As; Kenneth H. Marks, John A. Howard, and Anthony Stevenson Chapter 6. Acquirer's search for a partner: The role of inter-organizational relationships; Huma Javaid Chapter 7. A Review and Future Research Opportunities of the Post-Merger Integration Research Using the Social Network Perspective; Theresa M. Floyd and Wookje (UJ) Sung Chapter 8. Reflections on urgency in mergers and acquisitions: Views, reviews and directions for future research; Sally Riad and Urs Daellenbach Chapter 9. How Private Equity Investors Drive M&A Performance; Timo Paumen, David P. Kroon, and Svetlana N. Khapova Chapter 10. Microfoundations in M&A Research: Exploring the case of emotions; Joao Pedro Degado, Emanuel Gomes, and Pedro Neves
£60.00
Chronos Publishing Build Sell Retire
Book SynopsisEverything you need to know about growing and selling a business: the opportunities, the pitfalls, advice to avoid, advice to seek, how to succeed and break free from today's struggles, who to trust and how to achieve your dreams. Chris Averill, successful entrepreneur, has been through it all and knows the inside tricks. In this time of crisis, his blueprint is the one all budding entrepreneurs need to read.; Over 50 practical tips from Chris and other successful business owners on how to get your business ready for sale, who to sell to and how to make the most money from the sale.; "I commend this volume to anyone embarking on a startup, or those who work with entrepreneurs. It is a wart and all, first-person tale of how to grow a company and make a fortune - and what to do afterwards!" - Luke JohnsonTrade Review"Build Sell Retire is inspiring. It offers a refreshingly candid look at starting, running and selling a successful business. Author Chris Averill writes witty and honest anecdotes about how he built his company. He doesn't shy away from sharing what went wrong along the way. Averill includes valuable lessons on how to rebound from setbacks with humour and heart." - Jill Martin Wrenn, Journalist;
£9.49
Kerry Nutley How to lead through M&A using 20 easy insights
£6.64
Columbia University Press Merger Masters
Book SynopsisMerger Masters presents revealing profiles of monumentally successful merger investors based on exclusive interviews with some of the greatest minds to practice the art of arbitrage. Told in lively, accessible prose, it is an incomparable set of stories with plenty of unfiltered lessons from the best managers of our time.Trade ReviewThe authors bring together into one publication excellent insight from the masters in the art of merger arbitrage. A strategy designed to yield the practitioner excellent profits. A very worthwhile read. -- Leon G. Cooperman, founder, chairman, and CEO of Omega Advisors, Inc.Merger Masters is a rare combination of fascinating stories about legendary deal makers and battle-seasoned techniques for deal making. Reading the interviews will provide important lessons and invaluable, time-tested investment insights. There is no one better to draw out the lessons than Kate Welling and Mario Gabelli. -- Paul Johnson, adjunct professor of finance, Gabelli School of Business, Fordham University, and coauthor of Pitch the Perfect Investment: The Essential Guide to Winning on Wall StreetKate Welling, in her inimitable manner, has captured the individuals, articulated their talents and accomplishments, bringing her lifetime skills as a superb financial journalist to the task. -- Louise Yamada, founder of Louise Yamada Technical Research Advisors, LLCI highly recommend this fascinating look into the world of risk arbitrageurs. Wall Street veterans Kate Welling and Mario Gabelli provide keen insights into a part of the investment business that has long been seen as mysterious. They skillfully pull back the curtain on the industry by talking to players on both sides—the “arbs” and the corporate managers, all of whom have interesting and valuable stories to tell. For anyone interested in learning about merger arbitrage from the key players, this is the book to read! -- A. Gary Shilling, president of A. Gary Shilling & Co.In this engrossing book, Welling and Gabelli explore the thinking of the mavens who arbitrage the big deals on Wall Street. Risk arb turns out to be an extreme form of value investing, with more precise valuation and risk selection, overlaid with game theory. A must-read for professionals. -- Joel Tillinghast, author of Big Money Thinks Small: Biases, Blind Spots, and Smarter InvestingNot the typical account of specific corporate combinations found in most books on merger. [The authors] look at corporate deals and risk arbitrage through the eyes of some of the most accomplished individual participants in this field. -- F. A. Marino, Assumption College * Choice *Raises the curtain on arbitrage strategy by profiling leading practitioners. * Regulation *Table of ContentsAcknowledgmentsAbbreviations and Wall Street TermsIntroduction—Why This Book? by Mario J. GabelliPart I. The Arbs’ Perspectives1. Guy Wyser-Pratte2. Jeffrey Tarr3. Martin Gruss4. Paul Singer5. Michael Price6. Peter Schoenfeld7. John Paulson8. Paul Gould9. George Kellner10. Roy Behren and Michael Shannon11. Karen Finerman12. John Bader13. Clint Carlson14. James Dinan15. Drew Figdor16. Jamie Zimmerman17. Keith MoorePart II. The View from the Other Side—The CEOs18. William Stiritz19. Paul Montrone20. Peter McCauslandAppendix I: Risk Arbitrage Decision TreeAppendix II: DealsAppendix III: A Note on MethodsIndex
£999.99
John Wiley & Sons Inc MA Titans The Pioneers Who Shaped Wall Streets
Book SynopsisThis book focuses on the 11 men, lawyers and bankers, who are responsible for the creation of Wall Street''s merger industry. It specifically concentrates on the events and personalities who dominated Wall Street during the takeover battles of the 1970s and 1980s. Lawyers Joe Flom and Marty Lipton, the godfathers of modern M&A, educated bankers on takeover laws and regulations as well as tactics. Flom and Lipton were also superlative businessmen who built their own firms to become Wall Street powerhouses. The two men drew into their orbit a circle of bankers. Felix Rohatyn, Ira Harris, Steve Friedman, Geoff Boisi, Eric Gleacher and Bruce Wasserstein were close to Lipton. Robert Greenhill and Joe Perella were close to Flom. M&A Titans provides insight into the culture of the different investment banks and how each of the bankers influenced the firms they worked in as they became more powerful. Some such as Gleacher, Harris, Wasserstein, Perella and Greenhill clashed with the Table of ContentsAcknowledgments ix The Titans xi Remarks from Some M&A Titans and Players xiii Introduction 1 Chapter 1 Genesis: Wall Street, Its Business and Culture 5 Chapter 2 Godfathers—Flom and Lipton 13 Chapter 3 Seducers—Harris and Rohatyn 23 Chapter 4 Systematizer—Goldman Sachs 31 Chapter 5 Originators—Morgan Stanley 43 Chapter 6 Attack or Defend 53 Chapter 7 An Accountant, Feuds, and the Wasserstein Discovery 67 Chapter 8 The Cult of Greenhill, California 85 Chapter 9 Stovepipes 93 Chapter 10 Fall and Rise 103 Chapter 11 “The Genius Franchise” 111 Chapter 12 Stagnation and Implosion 119 Chapter 13 The Rise of Drexel 129 Chapter 14 Crime and Punishment 139 Chapter 15 A Voice in the Wilderness 151 Chapter 16 Intrigue and Resignations 159 Chapter 17 New Horizons 171 Notes 183 References 211 About the Author 215 Index 217
£20.40
John Wiley & Sons Inc MA Integration
Book SynopsisThe flurry of M&A deals announced in 2011, including AT&T's agreement to acquire T-Mobile USA, ConAgra's proposed bid for Ralcorp, and eBay's acquisition of GSI Commerce, indicate that M&A has returned, and is perhaps headed back to the levels seen before the financial crisis.Table of ContentsPreface Xi About the Author Xv Introduction Xvii Part I The Strategic Drivers 1 1 M&A Overview 3 Chapter summary 3 What types of M&A are there? 3 How much should we pay? 5 Most mergers fail 7 Define success 10 The M&A process 10 Strategic M&A process 14 Strategy: linking pre-deal and post-deal strategy 15 2 Integration Overview 19 Chapter summary 19 Integration objective 20 What is integration? 21 Integration strategies 22 Reason for success 23 Will we succeed? 27 Learning from mergers 28 Different mergers at different stages of the company life cycle 33 What should we expect during the integration? 34 Transforming the business 36 3 Planning For Integration 39 Chapter summary 39 Model for integration planning 40 Integration checklist 44 What is 100 day planning? 45 Day 1 58 Information 61 Bringing the companies together 63 Planning for “the dip” in productivity and service 64 Review integration readiness 67 4 Integration Drivers 71 Chapter summary 71 What are synergies? 72 How deep to cut 74 The principles of integration 75 Budget for integration 83 Integration tracking 85 2nd wave integration 86 5 Integration Governance Or Structure 89 Chapter summary 89 Put people in place 90 Responsibility and accountability 93 Controls in place at different levels 94 Board tracking of integration 94 Agree reporting requirements 95 Teaching integration in our company 98 Integration standards, tool kits, process 99 Risk workshop and risk management 100 Track progress 104 6 Delivery – “Integration Management” 109 Chapter summary 109 Mobilize a merger team 110 Strategic delivery of integration 110 Roll out new procedures for managing projects 111 Integration Management Office 113 Integration management 115 Strategic plans, parallel planning process, detailed plans 120 Part II The Functions 125 7 Finance 127 Chapter summary 127 Links with other parts of the integration 128 Finance readiness review 130 Financial integration strategies 132 Learning points for "Finance 136 Outsourcing 137 Financial basics 141 Financial risk management 144 Benchmarks, key performance indicators 144 What infrastructure is needed? 145 Finance organization – people 146 Processes and IT 146 8 IT 151 Chapter summary 151 IT perspective day 1 152 Assess readiness for integration 152 IT and integration strategy 154 Reasons for change in IT during a merger 156 Level of integration 157 Links with other parts of the integration 158 Issues during an integration 162 Do the basics 168 Integrate or consolidate systems 172 IT integration success 173 IT integration checklist 177 9 Human Resources 179 Chapter summary 179 HR for the integration (outside HR) 180 HR checklist 199 HR for the HR integration 200 10 Communications 205 Chapter summary 205 Management communications 208 Communications overview 210 Communications for the whole integration 214 Communications perspective day 1 219 The integration of communications 220 11 Sales and Marketing 223 Chapter summary 223 Links with other parts of the integration 226 Sales and marketing overview 227 Brand 235 Culture of sales and marketing 239 Communication planning 240 Integration of sales 241 Integration of marketing 243 Customer perspective day 1 244 Revenue generation 245 12 Supply Chain 249 Chapter summary 249 Supply chain perspective day 1 250 Level of integration – how far to integrate 250 Links with other parts of the integration 250 Operating synergies 254 Process review 256 Management controls 257 Supply chain overview 258 Revenue 264 13 Head Office and Property 267 Chapter summary 267 Head office consolidation 268 Property, level of integration – how far to integrate 269 Property integration 270 14 Procurement, R&D, Legal, HSSE 273 Chapter summary 273 Procurement 273 R&D 277 Legal 280 HSSE (Health, Safety, Security, Environment) 281 15 Book Summary 283 Tying it all together 283 The “chain of events” 283 Could we be better prepared for our integration? 284 The killer insights for integration 284 Appendices 293 Appendix 1 – Integration Training 295 Appendix 2 – Culture Difference Assessment 297 Appendix 3 – People In The Book 299 Index 301
£35.15
Stanford University Press Mergers and Acquisitions
Book SynopsisThis book examines the dynamics of the sociocultural processes inherent in mergers and acquisitions, and draws implications for post-merger integration management.Trade Review"[T]he book makes an informed contribution to our seemingly never-ending quest to find the holy grail of M&A..."—Administrative Science Quarterly
£71.10
John Wiley & Sons Inc Mergers and Acquisitions Playbook
Book SynopsisThe ultimate tricks of the trade guide to mergers and acquisitions Mergers and Acquisitions Playbook provides the practical tricks of the trade on how to get maximum value for a middle-market business. This book uniquely covers how to prepare for a sale, how to present the business most positively, and how to control the sale timetable. Written in a straight-talking style Provides the tricks of the trade on how to get maximum value for a middle-market business Shows how the sellers can take capitalize their inherent unfair advantages Examines the differences between value and currency Explains how to handle bankruptcy and distress company sales Offers tips on managing your lawyers in the documentation process Filled with empirical examples of successful-and unsuccessful-techniques, this practical guide takes you through every step of the M&A process, from how to manage confidentiality, how tTable of ContentsPreface xiii Acknowledgments xvii Chapter 1 Why People Sell Businesses 1 Honesty Is the Best Policy 2 Most Common Reasons People Sell 4 Retirement 5 Differences among Co-Owners 5 Illness or Death 6 Change in Strategic Position 7 Financial Sponsor Liquidity Event 8 Financial Pressure 9 Unsolicited Offer 9 Proactively Making the Sale Decision 10 Notes 11 Chapter 2 Should the Seller Hire an Intermediary? 13 What Do Investment Bankers Do, Anyway? 14 Criteria for Selecting an Investment Banker 19 General M&A Experience 19 Specific M&A Experience 19 Marketing Philosophy 20 Contacts 20 Temperament 22 Investment Banker Fees 23 Choosing the Right Investment Banker 29 Notes 32 Chapter 3 What Is the Business Worth? 33 Valuation Methodologies 34 Book Value 34 Multiple of Some Measure of Earning Power or Cash Flow 36 Intangibles Such as Technology or Market Position 38 The Synergy a Seller Could Provide a Buyer 39 Applying Valuation Theory to Real-World Situations 42 Cases Where Dividing the Business Created Value 43 Cases Where a Strategic Buyer Unlocked Value 47 Notes 50 Chapter 4 The Difference between “Value” and “Currency” 51 Mediums of Exchange in M&A 52 Cash 52 Notes 52 Stock 54 Stock Options 56 Contingent Payments 57 Sale of a Company’s Stock 59 Notes 61 Chapter 5 Taking Advantage of the Seller’s Unfair Advantages: Prepping and Timing 63 Preparation 64 Environmental Issues 64 Lawsuits 66 Tidy up the Financial Statements 67 Cosmetic Issues 68 Web Site Upgrades 68 Management Changes 68 Timing 71 Long-Term Timing Dimension 71 Short-Term Timing Dimension 73 Involving the Management Team 75 (Not) Involving Company Employees 80 Informing the Workforce 81 Dealing with Leaks 82 Conclusion 86 Notes 87 Chapter 6 Preparing the Documents 89 The Offering Memorandum 90 Executive Summary 91 Industry Description (Optional) 92 The Business 92 Financial Review 100 Exhibits 103 The Executive Summary 106 The Management Presentation 110 The Data Room 112 The Definitive Purchase Agreement 116 Notes 116 Chapter 7 Identifying and Cultivating the Right Buyers 117 Strategic Buyers 118 Financial Sponsors 125 Diversification Parties 132 Employee Stock Ownership Plans 133 Management 136 Family Members 139 Notes 141 Chapter 8 How Many Buyers to Approach? 143 Negotiated Sale 144 Limited Auction 150 Broad Auction 152 Notes 155 Chapter 9 Approaching Prospective Buyers 157 Confidentiality 158 Distributing the Offering Memorandum to Buyers 165 Securing Buyers’ Indications of Interest 168 Appendix 9A: Confidentiality Agreement 174 Appendix 9B: Sample Process Letter 179 Appendix 9C: Indication of Interest 181 Notes 183 Chapter 10 Management Presentations and Plant Tours 185 Management Presentations 186 Management Presentation Blocking and Tackling 186 Practice Makes Perfect 189 Management Presentation Pitfalls 189 Facility Tours 190 Next Steps 193 Notes 194 Chapter 11 Negotiating the Purchase Price 197 The Letter of Intent 198 Case-Specific Negotiating Strategies 201 Case 1: One Clearly Superior Offer 202 Case 2: Four Comparable Offers 204 Case 3: A “High Price with Tough Terms” Offer versus a “Lower Price with Reasonable Terms” Offer 206 Case 4: Three Offers with High Prices and Tough Terms 207 Case 5: One High Price Offer with Tough Terms 208 Case 6: Six Offers with Different Forms of Consideration 209 Case 7: Five Offers with Different Legal Structures and Different Forms of Consideration 213 Negotiating Dynamics 215 Appendix 11A: Letter of Intent 217 Notes 223 Chapter 12 Moving from Letter of Intent to Closing 225 The Negotiating Dynamics Have Reversed 226 Exclusivity 226 Maintaining Performance between the LOI and Closing 227 Negotiating Out the Purchase Agreement 229 Buyer Due Diligence 230 Hart-Scott-Rodino Filing 232 Keeping the Closing Process on Track 234 What if It’s Not Meant to Be? 237 Seller’s Exposure if the Buyer Does Not Close 237 Interim Milestones and Backup Buyers 238 Appendix 12A: Definitive Purchase Agreement 240 Notes 247 Chapter 13 Sales Forced by Bankruptcy or Financial Duress 249 The Painful Decision to Act 250 Time Is of the Essence 251 Senior Lender Dynamics 252 Secured Party Sales 256 Sales Engineered before Filing, but Closed in Bankruptcy Court 257 Sales Engineered and Closed in Bankruptcy Court 259 Notes 267 Chapter 14 Working with Lawyers 269 Legal Involvement from Day One 270 The Lawyer’s Distinct Role 270 Deal Makers versus Deal Breakers 271 Retaining the Right M&A Lawyer 272 The Legal Check-Up 274 Collaborating with the Investment Banker 274 Drafting and Negotiating the Purchase Agreement 275 Effective versus Ineffective Lawyering 278 Managing the M&A Lawyer 280 Appendix 14A: Seller’s Attorney Pretransaction Checklist 281 Note 288 Chapter 15 After the Sale Has Closed 289 Post-Closing Immediate Cooperation 290 Employee Notification 290 Customer Notification 291 Supplier Notification 292 General Public Notification 292 The Month Following Closing 293 Alternative Notification Methodology 293 Post-Closing Subsequent Matters 295 Post-Closing Hubris 296 Post-Closing Legal Matters 297 Post-Closing Financial Matters 298 Taxes 299 Charitable Giving 300 Investments 303 New Horizons 304 Leveling the Playing Field 305 Notes 305 About the Author 307 Index 309
£31.20
John Wiley & Sons Inc Applied Mergers and Acquisitions University
Book SynopsisA 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.Table of ContentsForeword xv Preface xvii Part One Introduction and Key Themes 1 Chapter 1 Introduction and Executive Summary 3 “How Can My Team Do Better Than the Averages?” A Framework for M&A Success. Seven New Big Ideas Worthy of the Best Practitioners. Chapter 2 Ethics in M&A 13 Why Should One Care? In Whose Interests? What Is Good?— Consequences, Duties, Virtues. Promoting Ethical Behavior. Greenmail Case: Walt Disney, 1984. Chapter 3 Does M&A Pay? 30 The Measurement of M&A Profitability: Better Than What? Findings Based on the Analysis of Returns to Shareholders. Findings Based on the Analysis of Reported Financial Performance. Findings about the Drivers of Profitability. Findings from Surveys of Executives. Findings from Clinical Studies. Part Two Strategy and the Origination of Transaction Proposals 67 Chapter 4 M&A Activity 69 M&A Activity Appears in Waves. Explanations of M&A Activity. “Creative Destruction” as the Driver of M&A Activity. The Many Forms of Economic Turbulence, and Where to Look for It. Turbulence Drives M&A Activities and Opportunities. Chapter 5 Cross-Border M&A 98 Cross-Border M&A Activity. M&A within Regions and Trading Blocs. Drivers of and Returns from Cross-Border M&A. Strategic Analysis of Countries: Getting a “View.” Chapter 6 Strategy and the Uses of M&A to Grow or Restructure the Firm 123 Setting Strategy. Expansion by Inorganic Growth. Restructuring, Redeployment, and Sale. Choosing a Path. Does It Pay to Diversify or Focus the Firm? Chapter 7 Acquisition Search and Deal Origination: Some Guiding Principles 183 Eight Principles of Acquisition Search. Case Study: Kestrel Ventures LLC. Part Three Diligence, Valuation, and Accounting 205 Chapter 8 Due Diligence 207 The Concept of Due Diligence. Principles and Strategies. Timing, Team, and Outputs. The Target’s View: The Data Room and Its Pressures. Focus on Knowledge. Excellence in Due Diligence. Chapter 9 Valuing Firms 247 Rule #1: Think Like an Investor. Rule #2: Intrinsic Value Is Unobservable; We Can Only Estimate It. Rule #3: An Opportunity to Create Value Exists Where Price and Intrinsic Value Differ. Rule #4: So Many Estimators, So Little Time—It Helps to “Have a View.” Rule #5: Exercise Estimators of Intrinsic Value to Find Key Value Drivers and Bets. Rule #6: Think Critically; Triangulate Carefully. Rule #7: Focus on Process, Not Product. Rule #8: When in Doubt, see Rule #1. Valuation Case: Chrysler Corporation, March 1998. Chapter 10 Valuing Options 296 Option Basics. Option Theory. Option Applications. A Practical Guide to Financial Option Valuation, with Some Important Caveats. Chapter 11 Valuing Synergies 325 The Concept of Synergy. Synergy Estimates Must Be a Central Focus of M&A Analysis. A Framework for Synergy Analysis. Estimating Synergy Value, with Examples. Synergies in the Daimler/Chrysler Merger. Rules of Thumb. Chapter 12 Valuing the Firm across Borders 348 How Borders Affect M&A Valuation. Strategy for DCF Approach: Home versus Foreign Valuation. Adjusting Cash Flows. Estimating the Discount Rate. Recapitulation: Valuation Process with Adjusted CAPM. Valuation Cases across Borders. Chapter 13 Valuing the Highly Levered Firm, Assessing the Highly Levered Transaction 393 The World of Highly Levered Firms. The Effect of Leverage on Firm Value. The “Whole Deal” Approach. A Case in Leveraged Recapitalization: Koppers Company. LBO Case: MediMedia International, Ltd. LBO Case #2: Revco Drug Stores. Chapter 14 Real Options and Their Impact on M&A 424 Types of Real Options. Where Real Options Appear in M&A. Why Not Value Everything as an Option? How to Assess the Impact of Real Options. Four Mini-Cases in the Analysis of Real Options. Chapter 15 Valuing Liquidity and Control 455 Adjusting Values for Discounts and Premiums. Where Do Illiquidity Discounts Come From? Where Do Control Premiums Come From? Interaction of Liquidity and Control. Case Study: Volvo/Renault, 1993. Chapter 16 Financial Accounting for Mergers and Acquisitions 478 Overview of Purchase Accounting. How to Interpret Reported Financial Results from a Business Combination. Linkage among Accounting Choices, Form of Payment, Financing, and Price. Dangers of Earnings Management. Chapter 17 Momentum Acquisition Strategies: An Illustration of Why Value Creation Is the Best Financial Criterion 511 Four Cautionary Tales. Momentum Acquisition Strategies. The Arguments for and against Momentum Acquiring. Value Creation Is the Best Criterion for Evaluating Acquisition Strategies. Momentum versus Value Strategies. Part Four Design of Detailed Transaction Terms 529 Chapter 18 An Introduction to Deal Design in M & A 531 Deal Structures Are Solutions to Economic Problems. Possible Desirables in Designing a Deal. Design Leads to Results. Each Deal Is a System: The “Whole Deal” Perspective. Some Implications for the Deal Designer. Chapter 19 Choosing the Form of Acquisitive Reorganization 547 Five Key Concerns for the Deal Designer. Deals That Are Immediately Taxable to the Selling Shareholders. Deals That Defer Tax to the Selling Shareholders. Chapter 20 Choosing the Form of Payment and Financing 564 Patterns and Trends in Form of Payment. Does Form of Payment Matter? Considerations in Selecting the Form of Payment. Assessing the Financing Aspects of a Deal. Chapter 21 Framework for Structuring the Terms of Exchange: Finding the “Win-Win” Deal 589 A Model for Critically Assessing Exchange Ratios. Uses and Illustration of the Model. Extension to Cash-for-Stock Deals. Choosing Exchange Ratio Targets in the “Win-Win” Zone. Chapter 22 Structuring and Valuing Contingent Payments in M&A 609 Contingent Payments in M&A. Earnouts Can Be Useful; But If So, Why Aren’t They Ubiquitous? Earnouts Are Options on Future Performance. Structuring an Earnout. Tax and Accounting Considerations. A Generic Approach to Valuing Earnout Instruments. The Eli Lilly Case. Proposing and Negotiating an Earnout and Other Contingent Payments. Chapter 23 Risk Management in M&A 636 Value at Risk When a Deal Fails. Transaction Risk: Types and Sources. Types of Risk Management. Collars and Their Analysis. Contingent Value Rights Case. Staged Acquiring Case. Where and When to Manage Risk. Chapter 24 Social Issues 668 The Importance of Social Issues in M&A. Survey of Social Issues. Impact of Social Issues on Attractiveness of the Deal. Case Studies in the Role of Social Issues. Part Five Rules of the Road: Governance, Laws, and Regulations 683 Chapter 25 How a Negotiated Deal Takes Place 685 The Deal Shaping Process. Risks: How the Process Can Get Derailed. Transaction Planning and Preparation. Initiating Discussions. First-Round Documents. The Definitive Agreement. Disclosures to Investors and Regulators. Gaining Approval. Case Study: Daimler-Benz and Chrysler. Chapter 26 Governance in M&A: The Board of Directors and Shareholder Voting 703 Governing Well Is Hard to Do. Good Governance Pays. How Shareholders Rule. Fiduciary Duties of Target Directors in Considering M&A. Preparing for the Board’s Review of a Deal. How Can Firms Be Governed Better? Chapter 27 Rules of the Road: Securities Law, Issuance Process, Disclosure, and Insider Trading 725 Overview of Key Securities Laws and Rules. International Law Comparison. Disclosures. Insider Trading. Observance of Deal Process. Chapter 28 Rules of the Road: Antitrust Law 742 Antitrust Law: History and Motives. How Antitrust Regulators and Laws Affect M&A. U.S. Antitrust Merger Guidelines. Premerger Review Process in the United States. Antitrust Regulation of M&A in the European Union. Critical Perspectives on Antitrust Policy. Chapter 29 Documenting the M&A Deal 766 First-Round Documents. Definitive Agreement. Merger Proxy Statement and Prospectus. Part Six Competition, Hostility, and Behavioral Effects in M&A 771 Chapter 30 Negotiating the Deal 773 The Relevance of Negotiation Process. Behavioral Finance. Influencing Bargaining Outcomes: An Overview of the Challenge. How to Prepare for a Negotiation. Managing the Negotiation Process Proactively. Chapter 31 Auctions in M&A 790 Auction Structures and Motives. Advantages and Disadvantages of Auctions. Auctions in Practice: The Case of RJR Nabisco. The “Winner’s Curse” in M&A: Is It Real? Some Practical Advice to Sellers in Auctions. Chapter 32 Hostile Takeovers: Preparing a Bid in Light of Competition and Arbitrage 804 Takeovers Are Games. A Profile of Hostile Takeovers. Beware of the Players, Both on the Field and Off. The Arb Is the Consummate Economic Actor. Interpreting Arbitrage Spreads. The Arb Assesses a Recapitalization Proposal in Terms of Blended Value. Government Constraints on the Game. Selling Shareholders Face a Prisoner’s Dilemma. To Set a Bid Price: Think Like an Investor. The Game Has Implications for Design and Defense of Takeovers. Chapter 33 Takeover Attack and Defense 824 The Prevalence of Antitakeover Defenses. Profile of the Target of a Hostile Bid. Optionality in Takeover Attack and Defense. Tactics of Takeover Attack. Tactics of Takeover Defense. Implications for the Practitioner. Chapter 34 The Leveraged Restructuring as a Takeover Defense: The Case of American Standard 856 The American Standard Case. The Response. Of Parachutes, Pills, and Litigation. Restructuring Defenses. When Does a Restructuring Make Sense? Part Seven Communication, Integration, And Best Practice 877 CHAPTER 35 Communicating the Deal: Gaining Mandates, Approvals, and Support 879 Core Challenges to Effective Communication. Some Guiding Principles for Communicating the Deal. Presenting the “Concept Proposal.” Communicating the Deal to the Board for Approval. Communicating with Employees. Announcing the Deal to the Public. Chapter 36 Framework for Postmerger Integration 891 Integration Strategy. Implementation of Integration Strategy. The Case of Union Bank of Switzerland and Swiss Bank Corporation. Integration as Transformation. Chapter 37 Corporate Development as a Strategic Capability: The Approach of GE Power Systems 914 Business Development at GE Power Systems. Deal Process at GE Power Systems. The M&A “Factory”: Operationalizing Business Development. Implications for Best Practice. Chapter 38 M&A “Best Practices”: Some Lessons and Next Steps 926 Some Elements of M&A Best Practice. Where the Sidewalk Ends. Developing Best Practitioners. The End of It All. About the CD-ROM 939 References and Suggestions for Further Reading 945 Index 1001
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