Takeovers, mergers and buy-outs Books

Book SynopsisMergers and acquisitions are one of the cornerstones of firm growth, and have attracted considerable attention from the scholarly research community in the last three decades. Several studies have concluded that M&A transactions do not result in better performance, and can even erode the acquiring firm's shareholder value to produce highly volatile market returns. Others have identified reasons for such inefficiencies. However, very little attention has been given to business evaluation process as an influencing factor. This thirtieth volume in the acclaimed International Business & Management series investigates how the processes involved in the evaluation of a target firm influence the outcome of M&As. Co-authored by international business expert Pervez Ghauri, it highlights the processes that should be followed to evaluate potential acquisition targets, and how a proper evaluation can influence the M&A performance. It encourages greater reliance on the strength and independence of the business evaluation process, and brings clarity in understanding the relationship between different components of business evaluation.Table of ContentsSignificance of Mergers and Acquisitions. Introduction. Concept of Mergers and Acquisitions. Business Evaluation and Mergers and Acquisitions. Mergers and Acquisitions Failures. Research Design. Empirical Evidence. Comparative Case Study Analysis. Discussion and Conclusion. Evaluating Companies for Mergers and Acquisitions. List of Tables. List of Figures. About the Authors. Preface. References. International Business & Management. Evaluating Companies for Mergers and Acquisitions. Copyright page. Significance of Mergers and Acquisitions. Introduction. Concept of Mergers and Acquisitions. Business Evaluation and Mergers and Acquisitions. Mergers and Acquisitions Failures. Research Design. Empirical Evidence. Comparative Case Study Analysis. Discussion and Conclusion. Evaluating Companies for Mergers and Acquisitions. List of Tables. List of Figures. About the Authors. Preface. References. International Business & Management. Evaluating Companies for Mergers and Acquisitions. Copyright page. Significance of Mergers and Acquisitions. Introduction. Concept of Mergers and Acquisitions. Business Evaluation and Mergers and Acquisitions. Mergers and Acquisitions Failures. Research Design. Empirical Evidence. Comparative Case Study Analysis. Discussion and Conclusion. Evaluating Companies for Mergers and Acquisitions. List of Tables. List of Figures. About the Authors. Preface. References. International Business & Management. Evaluating Companies for Mergers and Acquisitions. Copyright page.

Read more less

Book SynopsisThis set maps articles from the four main fields that influence the study of mergers and acquisitions: economics, finance, strategic management and human resource management, and encompasses a range of further perspectives. With a multidisciplinary approach, these volumes integrate the main fields of reference for mergers and acquisitions, and are structured around the following issues:* the history of, and perspectives on, the modern business corporation and the role of mergers and acquisitions* causes of mergers and acquisitions activity* consequences of mergers and acquisitions activity* public policy and the corporation.A detailed index and new introduction are provided to guide the reader through this multidisciplinary collection.

Read more less

Book SynopsisEinleitung.- Literatur Review.- Forschungsfrage.- Datenbasis.- Methodik.- Auswertung.- Fazit.

Read more less

Book SynopsisThe takeover boom that began in the mid-1980s has exhibited many phenomena not previously observed, such as hostile takeovers and takeover defenses, a widespread use of cash as a means of payment for targeted firms, and the acquisitions of companies ranking among the largest in the country. With the aim of more fully understanding the implications of such occurances, contributors to this volume consider a broad range of issues as they analyze mergers and acquisitions and study the takeoveer process itself.

Read more less

Book SynopsisThis nuts-and-bolts guide examines all aspects of an M&A due diligence-from coming to the decision to acquire a company, to who should be on the due diligence team, to the actual process and the final report and post-closing follow up.Trade Review"The authors of this book offer what they call a holistic approach to the due diligence aspects of corporate mergers and acquisitions. Although the authors briefly point to legal considerations in the M&A process, this is not a legal title. It was written by CPAs to provide practical guidance to due diligence activities. The authors accomplish this goal therefore the book would be more approporiate for an undergraduate or graduate business library than an academic law library." (Legal Information Alert, Vol 29, No 3)Table of ContentsPreface xiii Step-by-Step Guidance xiii Organization xiv Planning xv Investigation xvi Execution xvii About the Authors xix Part One Planning 1 Chapter 1 Introduction 3 Overview 3 Mergers and Acquisitions: A Way of Corporate Life 3 Mixed Results 6 Acquisition Risk and Due Diligence 7 Preventable Causes of Failure 10 Myopic Approach to Due Diligence 11 Reacting to Deals 11 Compartmentalized Behavior 13 Inactionable Findings 13 Exclusive Focus on Risk Mitigation 14 Key Success Factors 14 Holistic View of Due Diligence 14 Growth Strategy 15 Integrated Management 15 Purposeful Action 16 Value Orientation 16 Due Diligence and Value Creation 16 Plan to Create Value 16 Strategic Purpose 17 Value Drivers 20 Key Risks 23 Purposeful Behavior 24 Key Points 25 Chapter 2 Planning for Value Creation: Growth Strategy 27 Introduction 27 Central Role of Strategic Planning 27 Chapter Focus 28 The Strategic Planning Process 29 Managing the Process 30 Characteristics of an Effective Planning Process 31 Process Overview 32 Strategic Assessment 32 Market Targeting Process 33 Investment Objectives 34 Market Expansion 35 Vertical Integration 37 Infrastructure Improvement 38 Investment Alternatives 38 Characteristics of Investment Types 39 Backup Planning 45 Plan Outputs 46 Conclusion 51 Key Points 51 Chapter 3 Implementing the Growth Strategy 53 From Identification to Pursuit 53 Choosing an Acquisition Strategy 53 Winnowing Process 54 Identification 58 Marketplace for Acquisitions 58 Identifying Prospects 59 Qualification 64 Strategic Fit 64 Availability 66 Engagement 67 Proactive Engagement 68 Role of Management versus Intermediaries 70 Confidentiality of Information: Nondisclosure Agreement (NDA) 70 Reactive Engagement 71 Assessment 73 Notification/Approval Document 73 Plan to Create Value 76 Pursuit 78 Transaction Framework: Sellers’ and Acquirers’ Different Perspectives 79 Taking Action: Assembling the Core Acquisition Team 81 Key Points 83 Part Two Investigation 85 Chapter 4 Preparing for Due Diligence 87 Introduction 87 Due Diligence Reviews 88 Chapter Focus 89 Environmental Factors 90 External Constraints of the Sale Process 90 Internal Limitations of the Acquirer 92 Nature of the Target Company 92 Impact of Environmental Factors on the Review 93 Creation of the Due Diligence Team 93 Introduction 93 Composition of the Due Diligence Team 94 A Caveat 97 Other Considerations 97 Initial Preparation Measures 98 Development of the Due Diligence Program 99 Program Development Process 99 Key Aspects of the Due Diligence Program 100 Objectives, Procedures and Findings, and Recommendations Illustrated 103 A Due Diligence Mind-Set 105 Planning Due Diligence 106 Finalize the Program 106 Mechanisms for Team Coordination 107 Resolve Issues of Overlap 107 Maintain an Aggressive Posture 107 Communicate Logistical Information 108 Communicate Responsibility and Timing of Report Submissions 108 Key Points 108 Appendix 4A: Due Diligence Checklist 109 I. Review Company Background and Organization and Proposed Transaction 109 II. Financial 112 III. Technology 114 IV. Products 115 V. Marketing and Sales 116 VI. Legal 116 VII. Insurance 119 VIII. Human Resources 119 Chapter 5 Conducting the Due Diligence Review 125 Introduction 125 Overview of Transaction Types 125 Auctions 126 Auctions: The Buyer’s Perspective 127 Preemptive Bids 128 Purchase Premium Preemption 129 Price Preemption: The Buyer’s Perspective 129 Relationship-Based Preemption 130 Relationship-Based Preemption: The Buyer’s Perspective 130 Summary of Transaction Characteristics 131 Components of the Due Diligence Review 131 Management Presentations 132 Management Team Interviews 134 Document Review 135 Tour of the Facilities 136 Technology Trade-Offs 137 Due Diligence Reviews: An Objectives-Driven Approach 138 Overview 138 Due Diligence Objectives 139 Integration 140 Assessment by Function 141 Finance and Accounting 142 Human Resources 145 Sales and Marketing 148 Research and Development 150 Information Technology Review 151 Operations/Production Review 152 Legal and Insurance Review 153 Cross-Functional Coordination and Analysis 154 Conclusion 159 Key Points 159 Appendix 5A: Illustrative Final Process Letter Outline 160 Invitation 160 Description of Transaction Process 160 Guidelines for Final Offers 161 Appendix 5B: Illustrative Data Room Information Listing 161 Chapter 6 Reporting on Due Diligence: Deliverables and Decisions 165 Introduction 165 Outcomes of the Due Diligence Review 165 The Importance of Backup Planning 166 Elimination in the Auction Process 167 Outputs/Reports 168 The No-Go Decision 170 No-Go Discoveries 171 Strategic Issues 171 Valuation Issues 172 Risk Issues 173 Outputs/Reports 175 Renegotiations of Major Terms 175 Outputs/Reports 178 Decision to Proceed 179 Outputs/Reports 179 Comprehensive Due Diligence Report 180 Summary Due Diligence Report 180 Corporate Approval Document 182 Integration Plan 186 Contingency Plan 188 Key Points 188 Part Three Execution 191 Chapter 7 Optimizing Value: Translating Due Diligence Findings into Action 193 Acting on Due Diligence Findings 193 Preacquisition vs. Postacquisition Issues 193 Revisiting the Valuation and Purchase Price 195 Reviewing the Acquisition Transaction Structure 199 Contingent Purchase Price 199 Acquiring Assets vs. Stock 200 Sharing Risk: Contractual Terms and Conditions 202 Marking Up the Draft Purchase Agreement 202 Contract Drafting and Revision 202 Key Sections of the Purchase Agreement 203 Purchase and Sale 203 Closing 205 Representations and Warranties of the Seller 206 Representations and Warranties of the Buyer 208 Covenants 208 Employment Matters 209 Conditions to Close 210 Termination 211 Indemnification 211 Tax Matters 212 General Provisions 212 Disclosure Schedules 213 Transition Services Agreement 213 Managing Contract Negotiations 215 Effective and Efficient Negotiations 215 Empowered Leadership 215 Support of Legal Counsel 216 Support by Experts 217 Review and Feedback 218 Commitment to Getting the Deal Done 220 Closing 220 Shepherding the Transaction toward Closing 220 Regulatory Approval 221 Hart-Scott-Rodino (HSR) Act 221 Buyer Financing 224 Third-Party Consents 224 Closing the Transaction 224 Key Points 225 Chapter 8 Integration: Extracting Value and Mitigating Risk 227 Dual Focus of the Integration Effort 227 Extracting Value 228 Mitigating Risk 229 Integration Team 231 Early Formation 231 Leadership 232 Structure and Composition 233 Integration Plan 234 Plan Components 234 First 90 Days vs. Longer Term 238 Management of the Integration Process 239 Communication 239 Reporting and Decision Making 242 Contingency Plan 245 Broader View of Risks 245 Plan Components 245 Human Factors 247 Culture 247 Knowledge Transfer 249 Recommendations for Postacquisition Management 250 Key Points 251 Appendix What is the Premerger Notification Program: An Overview 253 Index 275

Read more less

Book SynopsisThe most up-to-date guide on making the right capital restructuring moves The Art of Capital Restructuring provides a fresh look at the current state of mergers, acquisitions, and corporate restructuring around the world. The dynamic nature of M&As requires an evolving understanding of the field, and this book considers several different forms of physical restructuring such as divestitures as well as financial restructuring, which refers to alterations in the capital structure of the firm. The Art of Capital Restructuring not only explains the financial aspects of these transactions but also examines legal, regulatory, tax, ethical, social, and behavioral considerations. In addition to this timely information, coverage also includes discussion of basic concepts, motives, strategies, and techniques as well as their application to increasingly complex, real-world situations. Emphasizes best practices that lead to M&A success Contains iTable of ContentsAcknowledgments ix 1 Mergers, Acquisitions, and Corporate Restructuring: An Overview 1 H. Kent Baker and Halil Kiymaz Part I Background 2 Merger Waves 17 Jarrad Harford 3 Takeover Regulation 39 Marina Martynova and Luc Renneboog 4 Corporate Governance and M&As 57 Fei Xie 5 Ethical and Social Issues in M&As 71 Robert W. McGee 6 Theoretical Issues on Mergers, Acquisitions, and Divestitures 87 Abdul H. Rahman 7 The Short-Term and Long-Term Performance of M&As 105 Shantanu Dutta and Samir Saadi Part II Valuation 8 Standard Valuation Methods for M&As 127 Pablo Fernandez 9 Real Options and Their Impact on M&As 151 Hemantha Herath and John S. Jahera Jr. 10 The Law and Finance of Control Premiums and Minority Discounts 169 Helen Bowers 11 Cross-Border Valuation Effects in Developed and Emerging Markets 185 Wenjie Chen Part III the M&A Deal Process 12 Sources of Financing and Means of Payment in M&As 205 Marina Martynova and Luc Renneboog 13 Cultural Due Diligence 223 Ronald F. Piccolo and Mary Bardes 14 Negotiation Process, Bargaining Area, and Contingent Payments 243 William A. Grimm 15 Merger Negotiations: Takeover Process, Selling Procedure, and Deal Initiation 261 Nihat Aktas and Eric de Bodt 16 Postacquisition Planning and Integration 281 Olimpia Meglio and Arturo Capasso 17 Organizational and Human Resource Issues in M&As 297 Siddhartha S. Brahma Part IV Takeovers and Behavioral Effects 18 Takeover Strategies 323 Shailendra (Shail) Pandit 19 Defensive Strategies in Takeovers 339 Christian Rauch and Mark Wahrenburg 20 The Impact of Restructuring on Bondholders 359 Luc Renneboog and Peter G. Szilagyi 21 Behavioral Effects in M&As 385 Jens Hagendorff Part V Recapitalization and Restructuring 22 Financial Restructuring 401 Otgontsetseg Erhemjamts and Kartik Raman 23 Going Private and Leveraged Buyouts 419 Onur Bayar 24 International Takeovers and Restructuring 437 Rita Biswas Part VI Special Topics 25 Joint Ventures and Strategic Alliances: Alternatives to M&As 461 Tomas Mantecon and James A. Conover 26 Fairness Opinions in M&As 483 Steven M. Davidoff, Anil K. Makhija, and Rajesh P. Narayanan 27 How Initial Public Offerings Affect M&A Markets: The Dual Tracking Phenomenon 495 Roberto Ragozzino and Jeffrey J. Reuer 28 The Diversification Discount 511 Seoungpil Ahn 29 Partial Acquisitions: Motivation and Consequences on Firm Performance 527 Pengcheng Zhu and Shantanu Dutta Answers to End-of-Chapter Discussion Questions 545 Index 581

Read more less

Book SynopsisIndispensable coverage of new federal regulatory reforms and federal financial issues An essential guide covering new federal regulatory reforms and federal financial issues Financial Institutions, Valuations, Mergers and Acquisitions, Third Edition presents a new regulatory framework for financial institutions in the post-bailout era. Provides valuable guidance to assess risks, measure performance and conduct valuations processes to create shareholder value Covers the protection of other stakeholders, including customers, regulators, government, and consumers Offers an up-to-date understanding of financial institutions, their challenges, and their opportunities in the post-Sarbanes-Oxley era Over the past decade, substantial changes have taken place in the structure and range of products and services provided by the financial services industry. Get current coverage of these changes that have transformed both tTable of ContentsPreface xi Acknowledgments xvii PART I: FINANCIAL SERVICES INDUSTRY: ITS MARKETS, REGULATIONS, AND GOVERNANCE 1 Chapter 1: Fundamentals of the Financial Markets and Institutions 3 Introduction 3 Financial Markets 3 Financial Information and Capital Markets 4 Financial Crisis and Financial Regulatory Reforms 5 Types and Roles of Financial Markets 15 Financial Services Firms 21 Conclusion 24 Notes 25 Chapter 2: Introduction to Financial Institutions 27 Introduction 27 Landscape of the Financial Services Industry 27 Structural Changes in the Financial Services Industry 28 Historical Perspective of American Banking 42 Current Trends in the Financial Services Banking Industry 43 Regulatory Reforms 46 Valuation Process 55 Conclusion 56 Notes 57 Chapter 3: Corporate Governance 61 Introduction 61 Corporate Governance Effectiveness 62 Global Regulatory Reforms 66 Sarbanes-Oxley Act of 2002 70 Dodd-Frank Act 74 Corporate Governance Functions 75 Board of Directors and Its Committees 78 Audit Committee Roles and Responsibilities 80 Executive Compensation 84 Conclusion 86 Notes 86 PART II: THE FOUNDATION: FINANCIAL INSTITUTIONS, VALUATIONS, MERGERS, ACQUISITIONS, AND REGULATORY AND ACCOUNTING ENVIRONMENT 89 Chapter 4: Overview of the Valuation Process 91 Introduction 91 Valuation Services 92 Valuation Profession 94 Valuation of the Business 97 Attracting Valuation Clients 105 Accepting a Client 109 Pricing Valuation Services 111 Importance of the Engagement Letter 112 Planning an Appraisal Engagement 114 General Planning 118 Appraiser’s Traits 121 Appraiser’s Due Diligence Process 124 Risk Assessment 125 Conclusion 126 Notes 126 Chapter 5: Overview of Mergers and Acquisitions 127 Introduction 127 Historical Perspective of Mergers and Acquisitions 128 Recent Trends in Mergers and Acquisitions 130 Regulations of Bank Mergers 136 Players in Mergers and Acquisitions 142 Motives for Business Combinations 146 Determinants of Mergers and Acquisitions 148 Perceived Shortcomings of Mergers and Acquisitions 152 Studies on Mergers and Acquisitions 155 Leveraged Buyout 159 Post Mergers and Acquisitions Performance 160 Shareholder Wealth and Effect of Mergers and Acquisitions 161 Joint Ventures and Strategic Alliances 162 Ethics in Mergers and Acquisitions 163 Governance in Mergers and Acquisitions 164 Mergers and Acquisitions Process 165 Conclusion 181 Notes 183 Chapter 6: Regulatory Environment and Financial Reporting Process of Financial Institutions 187 Introduction 187 Consolidation 187 Regulatory Environment 192 Bank Supervision 198 Financial Modernization: The Gramm-Leach-Bliley Act 205 Financial Reporting Process of Financial Institutions 208 Statement of Financial Accounting Standards No. 115 212 Auditing Proper Classifications of Marketable Securities 214 Tax Consideration of Fair Value 215 Recent Development of Fair Value Accounting 218 Financial Reporting Requirements of Financial Institutions 222 Corporate Governance of Financial Institutions 228 Conclusion 237 Notes 238 PART III: FUNDAMENTALS OF VALUATIONS: CONCEPTS, STANDARDS, AND TECHNIQUES 241 Chapter 7: Value and Valuation: A Conceptual Foundation 243 Asset-Liability Management 243 Investment Management 245 Lending Management 246 Liquidity Management 247 Nature of Value 249 Twelve Concepts of Value 250 Types of Property that Can Be Valued 260 Relationship among Different Types of Value 261 Principles of Valuation Theory 262 Pricing Value versus Reporting Value 263 Limitations of the Valuation Process 264 Conclusion 264 Notes 264 Chapter 8: Approaches to Measuring Value 267 Overview of the Valuation Process 267 Cost Approach to Valuation 268 Market Approach to Valuation 270 Income Approach to Valuation 273 Special Topics—Approaches to Intangible Asset Valuation 291 Special Topics—Business Valuation 294 Valuation and Business Concentrations 300 Special Topics—Closely Held Stock 301 Special Topics—Valuing Widely Traded Companies 304 Conclusion 305 Notes 305 Chapter 9: Valuations for Tax and Accounting Purposes 307 Tax Aspects of Mergers and Acquisitions 307 Typical Tax-Oriented Valuations 310 Accounting Aspects of Mergers and Acquisitions 313 Typical Accounting-Oriented Valuations 319 Acquisition Method 320 Presentation, Disclosure, and Transition Requirements of Business Combinations 324 Convergence in Accounting Standards on Mergers and Acquisitions 327 Conclusion 328 Notes 329 Chapter 10: Intangible Asset Valuation 331 Nature and Types of Intangible Assets 331 Amortizable versus Nonamortizable Intangible Assets 334 Measuring the Useful Life of an Intangible Asset 336 Establishing Value of Intangible Assets 338 Amortization Methods 341 Supporting Intangible Asset Valuation and Amortization 341 Goodwill Impairment 342 Conclusion 343 Notes 344 PART IV: ASSESSMENT OF FINANCIAL INSTITUTIONS 345 Chapter 11: Financial Analysis of Banks and Bank Holding Companies 347 Types and Sources of Financial Data 347 Overview of Financial Statements 351 Composition of Bank Assets 355 Composition of Bank Liabilities 359 Off–Balance Sheet Items 361 Composition of Bank Capital 362 Regulatory Capital Components 364 Risk-Based Capital 367 Value-at-Risk Models 370 Composition of Bank Income 371 Composition of Bank Expenses 373 Balance Sheet Analysis Illustration 376 Income Statement and Profitability Analysis Illustration 381 Loan Risk Analysis Illustration 385 Liquidity and Investment Portfolio Analysis Illustration 389 Portfolio Equities Analysis (REALM Model) 390 Special Bank Holding Company Considerations 391 Liability Management 392 Conclusion 392 Notes 392 Chapter 12: Internal Characteristics Assessment 395 Objectives and Benefits of an Internal Characteristics Assessment 396 Ten P Factor Framework 396 Shareholder Value Creation 405 Conclusion 412 Notes 413 Chapter 13: External Environment Assessment 415 Impact of External Environment on Value 415 Political Analysis 416 Economic Analysis 416 Social Analysis 417 Technological Analysis 420 Other Analysis 421 Conclusion 423 Notes 423 PART V: VALUATION OF MERGERS AND ACQUISITIONS 425 Chapter 14: Bank Merger and Acquisition Process 427 Strategy Phase 427 Negotiation and Investigation Phase 435 Finalization and Integration Phase 439 Other Considerations 443 Conclusion 446 Notes 446 Chapter 15: Valuing a Bank as a Business Enterprise 447 Business Enterprise versus a Collection of Assets 447 Concept of the Banking Franchise 448 Difference between Strategic and Tactical Valuations 449 Why the Cost Approach Is Not Used for Strategic Bank Valuations 450 Application of the Market Approach to Valuing a Bank 450 Application of the Income Approach to Valuing a Bank 454 Sensitivity of Value Estimate to Assumption Changes 461 Value-Creation Opportunities and the Acquisition Price 463 Valuation Methods for Mergers and Acquisitions 465 Sophisticated Valuation Techniques for Mergers and Acquisitions 470 Relation between Price and Value and Effect on Stockholders 475 Conclusion 478 Notes 478 Chapter 16: Valuation of Tangible Bank Assets 479 Tangible Physical Assets 480 Tangible Financial Assets 481 Tangible Assets in Bank Mergers and Acquisitions 486 Intangible Assets in Bank Mergers and Acquisitions 486 Conclusion 487 Chapter 17: Core Deposits as a Special Type of Intangible Asset Valuation 489 Concept of Core Deposit Base as an Intangible Asset 489 Internal Revenue Service Position on Core Deposits 490 Important Core Deposit Tax Court Cases 490 Deposits to Be Included in Valuation 497 Alternative Approaches to Valuing a Core Deposit Base 497 Core Deposit Base Life Estimation 499 Application of the Cost Savings Approach 502 Application of the Future Income Approach 505 Systemically Important Financial Institutions 508 Conclusion 511 Notes 511 Chapter 18: Derivative Financial Instruments 513 Authoritative Guidelines on Derivatives 515 Derivative Markets 516 Derivatives Risk Management 518 Derivatives Risk Management Policy 519 Accounting for Derivatives 528 Tax Considerations of Derivatives 535 Audit of Derivative Transactions 535 Sources of Information on Derivatives 537 Derivatives Valuation Models 538 Derivatives under the Dodd-Frank Act of 2010 542 Conclusion 543 Notes 543 Chapter 19: Real-World Bank Valuation Complications 547 Banks Experiencing Recent Losses 548 Banks with Low Equity Capital 551 Banks with Uncertain Future Loan Loss Exposure 554 Preferred and Common Stock 556 Highly Leveraged Banks 557 Branch Acquisitions 557 European Banking Model 559 Initial Public Offering 561 Islamic Banking System 562 Emerging Issues in the Financial Services Industry 564 Conclusion 568 Notes 568 About the Author 569 Index 571

Read more less

Book SynopsisFive Frogs on a Log offers readers an entertaining andno-nonsense field guide to the mergers and acquisitions jungle,packed with insight and instruction for executing corporate changeand capturing shareholder value. Whether you''re buying anothercompany or acquiring a new vision of the future, this book proffersan unconventional perpsective and a practical, readily accessibleset of solutions to the single greatest challenge facing today''smanagers: execting rapid transitions in mergers, acquisitions andgut wrenching change.Trade Review"…a light but very informative read…" (Internet Works, September 2003)Table of ContentsAcknowledgements xi Foreword xiii Mergers, Acquisitions, and Large-Scale Change Introduction: The Salado River xvii The Seven Deadly Sins of Transitions 1. Opportunity Lost 1 The Dealmakers’ Nightmare 2. The Ugly Truth 7Deciding Is Easy, Executing Is Hard 3. More Ugly Truth 15 Why Performance Deteriorates 4. The Law of the Band-Aid 31 The Need for Accelerated Transition 5. 260 Priorities 37Economic Value Creation 6. Windshield Watching in Seattle 53 Early Communication and Stability 7. No Secrets, No Surprises, No Hype, No Empty Promises 69 Connecting with Your Stakeholders 8. Five Frogs on a Log 89 Launching Transition Teams 9. Acute Structural Anxiety 107 Organization Structure and Role Clarity 10. The Two-and-a-Half-Ton Truck 119 Policies and Practices 11. The Ultimate Scapegoat 137 Unconventional Advice About Culture 12. The Blind Man’s Dog 169 Value Creation Incentives 13. The North Bank 183 Index 187

Read more less

Book SynopsisA complete how-to guide to a 100% financed business. How to Buy a Great Business with no Cash Down Bestselling author Dr.Table of ContentsWho Needs Cash?. Building Your Financial Pyramid. Prospecting for No Cash Down Deals. Beware of Booby Traps. What Is the Business Worth?. Going Where the Money Is. Partners for Profit: Your Brains, Their Cash. How to Turn a Seller's Nightmare Into a Dream Business. Supplier Financing: Yours for the Asking. A Little Cash Flow Can Go a Long Way. Twelve More No Cash Down Techniques. Negotiating to Win. Closing Your No Cash Down Deal. Pyramid Your No Cash Down Deal. Sell for No Cash Down. Index.

Read more less

Book SynopsisPrivate Equity Examining the New Conglomerates of European Business a This is the authoritative work on private equity, giving the business manager a genuine insight into how this relatively new form of ownership works. a Frank Neale, Phildrew Ventures a A truly revealing insight into the world of private equity, MBOs and MBIs.Table of ContentsWhat They Do and Why It Matters. How They Developed. Why Their Deals Succeed or Fail. Extracting the Value. The Dealmakers-Who They Are and What They Invest In. The Investors Behind Them. The Good, the Bad, and the Ugly. Exit Routes-Nailing the Return. Private Investors and Private Equity. Private Equity Online. The European Challenge. The Secret Multinationals. Glossary. IRR Ready Reckoner. Selected Bibliography. Index.

Read more less

Book SynopsisHarold Lewis is a writer, editor and independent consultant with more than 30 years' professional experience of working with businesses of all kinds and with private and public sector clients. He has written over 300 successful bids and proposals, including successful bids for contracts from private and public sector organizations. His responsibilities have included the role of Senior Consultant, Terms of Reference Expert and Proposal Evaluator on EC-funded technical assistance programmes. He has participated as a member of technical teams undertaking overseas projects funded by international, regional and bilateral development agencies, including the World Bank, Asian Development Bank, UNDP and DfID. He is also the Institute of Directors' specialist advisor on competitive bidding and tendering.Table of Contents Chapter - 01: Bidding to succeed; Chapter - 02: Bidding for public sector contracts; Chapter - 03: Tendering for the private sector; Chapter - 04: Bidding for research funding Chapter - 05: Tendering for international development contracts; Chapter - 06: Pre-qualifying for tender opportunities; Chapter - 07: Deciding whether or not to bid; Chapter - 08: Analysing the tender documents; Chapter - 09: Managing the bid; Chapter - 10: Talking to the client; Chapter - 11: Bidding in partnership; Chapter - 12: Thinking the work through; Chapter - 13: Developing and writing the bid; Chapter - 14: Explaining approach and method; Chapter - 15: Focusing on contract management; Chapter - 16: Defining outcomes and deliverables; Chapter - 17: Communicating added value; Chapter - 18: Presenting CVs; Chapter - 19: Describing professional experience; Chapter - 20: Making good use of graphics; Chapter - 21: Stating your piece; Chapter - 22: Electronic and hard-copy submission; Chapter - 23: Understanding how clients evaluate tenders; Chapter - 24: Presentations to clients; Chapter - 25: True stories

Read more less

Book SynopsisJust as organizations have survived other recessions, they will come through this latest one-but they will need help to recover from it. In this book, acclaimed author and consultant Mitchell Marks offers the wisdom drawn from his many years of experience in helping organizations weather and manage the storms of mergers, acquisitions, and downsizing. Marks shows senior executives, team leaders, HR directors, and consultants how to get jaded employees back on track, carry them through the transition, and motivate them to perform at their best. He provides comprehensive guidance on transition management, explaining how to approach the new and create a context for recovery. And he details how to revitalize the entire organization-the individual spirit, teams and their performance, and organizational systems. Mitchell Lee Marks (San Francisco, CA) is an independent management consultant specializing in helping firms plan and implement mergers, restructurings, and other transitions. HTable of ContentsPreface. The Author. Part One: The Costly Impact of Transitions on Organizations and Their People. 1. Organizational MADness. 2. Unintended Consequences of Business Transitions. Part Two: Laying the Groundwork for Workplace Recovery: Understanding How People Adapt to Transitions. 3. The Opportunity and the Challenge. 4. Individual Adaptation to Transition. 5. The Realities and Requirements of Workplace Recovery. Part Three: The Four Elements of Workplace Recovery. 6. Empathy. 7. Engagement. 8. Energy. 9. Enforcement. Part Four: Solidifying the Context for Workplace Recovery. 10. Leading and Managing Workplace Recovery. Selected Bibliography. Index.

Read more less

Book SynopsisSolid guidance for selecting the correct strategic basis for mergers and acquisitions Examining how M&A fits in corporate growth strategies, Maximizing Corporate Value through Mergers and Acquisitions covers the various strategic reasons for companies entering mergers and acquisitions (M&A), with a look at those that are based on sound strategy, and those that are not. Helps companies decide whether M&As should be used for growth and increased corporate value Explores why M&A deals often fail to deliver what their proponents have represented they would Explains which types of M&A work best and which to avoid With insider guidance on what boards of directors should be aware of when evaluating proposed deals, Maximizing Corporate Value through Mergers and Acquisitions provides a sound foundation for understanding the risks involved in any mergers and acquisitions deal, before it''s too late.Table of ContentsPreface xiii Chapter 1 Merger Growth Strategy 1 Strategy and M&A 2 Introduction to M&A 4 Background and Terminology 5 Hostile Takeovers 5 Takeover Defense 8 Leveraged Transactions 10 Restructurings 12 Trends in Mergers 14 Notes 20 Chapter 2 Growth through Mergers and Acquisitions 21 Is Growth or Increased Return the More Appropriate Goal? The Case of Hewlett-Packard 21 M&A Must Fit the Strategy—Not the Other Way Around 24 Strategy Should Not Be Just M&A 25 Organic Growth or Growth through M&A 25 Acquisition and Development versus Research and Development 26 Can M&A Be Effectively Used to Buy Growth? 30 Success in Core Business Does Not Always Translate to Success with M&A Strategy: Focus on Microsoft 31 Growth through Bolt-On Acquisitions 31 Knowing When to Exit a Business 35 From Growth through M&A to Growth through Organic Expansion 36 Controlling the Runaway Dealmaker CEO 38 Using M&A to Achieve Growth in a Slow-Growth Industry 40 Squeezing Out Growth in a Slow-Growth Industry Using Multiple Options 40 Dealing with a Slow-Growth Business and Industry 42 Geographical Expansion through M&A 46 International Growth and Cross-Border Acquisitions 47 Taking Advantage of Currency Fluctuations to Pursue High-Growth M&A 47 Finding Growth in High-Growth Markets 49 Cyclical Companies Achieving Growth in Recessed Markets 50 Notes 52 Chapter 3 Synergy 53 What Is Synergy in the Context of M&A? 53 Achievement of Synergy: A Probabilistic Event 55 Types of Synergy 58 Industries’ Pursuit of Cost Economies 65 Research on Operating Economies in M&A 69 Economies of Scope 70 Scope Economies and the One-Stop Shop 72 Copycat Following of Another Firm’s Foolish M&A Strategy 74 Cost Economies in Banking Mergers: United States versus Europe 75 Internationalization Theory of Synergy and Information-Based Assets 79 Notes 89 Chapter 4 Diversification 91 Diversifying M&A in the Conglomerate Era 91 Modern-Day U.S. Conglomerates 92 Portfolios of Companies 95 Theoretical Basis for Diversification 98 Applying Portfolio Theory to Conglomerates? 99 Diversification and the Acquisition of Leading Industry Positions 100 Achieving a Number One or Two Ranking Is Not a Panacea 102 Diversification to Enter More Profitable Industries 102 Empirical Evidence on Diversification 103 Empirical Evidence on the Acquisition Programs of the 1960s 103 How Likely Is It That Diversifying Acquisitions Will End Up Being Sold Off? 104 Is There a Diversification Discount? 105 Focus Hypothesis 106 Types of Focus Increases 106 Focus-Increasing Asset Sales Raise Value 107 Explanation for the Diversification Discount 107 Related versus Unrelated Diversification 108 Why Are Very Diversified Companies Allowed to Form? Beware of the Empire Builders 111 Do Managerial Agendas Drive M&A? 113 Notes 114 Chapter 5 Horizontal Integration and M&A 117 Advantages of Holding the One and Two Position in the Industry 117 Benefits of Size: Spotlight on the Mobile Telecommunications Industry 119 Motivation to Increase Size 122 Competitive Pressures of Competitors’ M&A Program 122 Horizontal Deals: Acquisitions of Competitors and Their Competing Brands 124 Sprint–Nextel Horizontal Deal: One of the Worst in M&A History 125 Declining Industry Demand Necessitating Industry Consolidation 128 Synergistic Gains and Horizontal M&A 129 Net Benefits of Horizontal Deals = Synergistic Gains – (Easy to Measure Costs + Hard to Measure Costs) 133 Horizontal Merger Success, Target’s Size, and Post-M&A Integration Costs 134 Mergers of Equals 136 Mergers of Equals and Challenges of Integration 137 Mergers-of-Equals Research: Acquirers versus Target Gains 139 Competitive Advantages of Horizontal Deals: Case Study—InBev and Anheuser-Busch 139 Regulatory Concerns on Merger Integration 141 Horizontal M&A and Market Power: An Economic Perspective 143 Empirical Evidence on Whether Firms Pursue M&A to Achieve Market Power 145 Countervailing Power, Industry Concentration, and M&A 147 Horizontal Integration, Consolidation, and Roll-Up Acquisition Programs 155 Notes 156 Chapter 6 Vertical Integration 159 Benefits of Vertical Integration 159 Risk and Vertical Integration 159 Vertical Integration as a Path to Global Growth 160 How Owning Your Own Supplier Can Be a Competitive Disadvantage 163 Vertical Integration as a Natural Outgrowth of a Business 165 Vertical Integration: A Growth Strategy? 168 Continually Reevaluating a Vertical Integration Strategy 173 Regulation of Vertical Integration 176 Copycat Vertical Integration 177 Note 178 Chapter 7 Growth through Emerging Market M&A 179 Economic Condition of Major Economies in the Postsubprime World 180 Low-Growth Markets’ Diminishing Returns 181 Role of Demographics 182 The Next 11 183 M&A Is Not Always the Best Way of Accessing High-Growth Markets 184 High-Growth Regions and Countries 185 Risks of Emerging Markets 208 Entering Large Slow-Growth Markets Instead of Fast-Growth Emerging Markets 210 Reducing Country M&A Risk: Investing in Local Companies That Engage in Substantial Emerging Market M&A 211 Finding Growth in High-Growth Markets 213 Emerging Market Acquirer 216 China and Its Emerging Market Acquirers 218 Notes 220 Chapter 8 Joint Ventures and Strategic Alliances as M&A Alternatives 221 Contracts versus Joint Ventures 222 Potential Problems with Joint Ventures and Strategic Alliances 222 Shareholder Wealth Effects of Joint Ventures 224 Shareholder Wealth Effects by Type of Venture 225 Relatedness and Size 226 Market’s Assessment of Risk of Joint Ventures 227 Strategic Alliances 227 Strategic Alliance Process 228 Shareholder Wealth Effects of Strategic Alliances 229 Shareholder Wealth Effects by Type of Alliance 229 Notes 230 Chapter 9 Role of Corporate Governance in M&A 233 Agency Cost Problem 233 CEO Compensation and Agency Costs 235 Do Shareholders Get Value for the High Compensation Paid to U.s. Ceos? 237 Board Characteristics and CEO Compensation 238 Benchmarking and How Boards Determine CEO Compensation 239 Are the High Paid Superstar CEOs Simply Worth the Money? Not 240 Are CEOs Paid for Luck? 241 CEO Compensation and M&A Programs 241 Do Boards Pay CEOs for Doing M&A? 241 Do Boards Punish CEOs for Doing Bad M&As? Case of Rio Tinto 242 Golden Parachutes and M&A 243 CEO Severance Payments 243 Are CEOs Evaluating M&A by Thinking, “What’s in It for Me?” 244 CEO Overconfidence and M&A 244 Are Overconfident CEOs Good for Anything? 245 Management Compensation and Post-Acquisition Performance 245 Role of the Board of Directors 246 CEO Tenure, Board Composition, and the Disciplinary Effects of Takeovers 257 Antitakeover Measures 257 Corporate Governance and the Divestiture Decision 259 Notes 259 Chapter 10 Downsizing: Reversing the Error 263 Analyzing the Strategic Fit of a Business Unit 266 Market Conditions 267 Regulatory Concerns 267 Divestiture Likelihood and Prior Acquisitions 267 Another Option: Equity Carve Out 268 Another Option: Spinoff 269 Spinoff or Equity Carve Out: Which Option Is Better? 270 Another Option: Split-Off 272 Tax Effects 272 Shareholder Wealth Effects of Selloffs 272 Round Trip Wealth Effects 274 Spinoffs as a Means of Increasing Focus 274 Differences in Types of Focus Increases 275 Shareholder Wealth Effects of Spinoffs: United States versus Europe 278 Corporate Governance and Selloffs 279 Managerial Ownership and Selloff Gains 280 Activists and Selloffs 280 Market Liquidity and the Decision to Sell a Unit 280 Involuntary Selloffs 281 Voluntary/Involuntary Selloffs 281 Voluntary Defensive Selloffs 282 Tracking Stocks 283 More Drastic Solutions: Voluntary Bust-Ups 285 Recent Major Exceptions to Positive Shareholder Wealth Effects of Selloffs 286 Notes 289 Chapter 11 Valuation and Merger Strategy 291 Financial versus Nonfinancial Buyers 291 Target and Bidder Valuation Effects 293 What Types of Acquiring Firms Tend to Perform the Poorest? 295 Premiums 295 Historical Trends in Merger Premiums 296 Stock Market Activity and Merger Premiums 297 Stock Market–Driven Acquisitions 298 Determinants of Acquisition Premiums 298 Premiums from Strategic Mergers 298 Hubris and Merger Premiums 299 Early Research 300 Later Research 300 Winner’s Curse Hypothesis of Takeovers 301 Campeau’s Mega-Bust 302 Research on Winner’s Curse of Takeover Contests 304 Market Performance, Valuation, and Takeover Probability 304 Deal Size and Shareholder Wealth 305 Valuation Analysis and Source of the Flaws in Bad Deals 306 Comments of the Residual Value 308 Free Cash Flows 308 Cost Cutting and Historical Free Cash Flows 309 Growth Rate for Projection 310 Capitalization Rates and the Exit Multiple 310 Discount Rate 311 Whose Capital Costs Are We Measuring? 313 Using the Build-Up Method 313 Short-Term Interest Rate Trends 315 Using Comparables 316 Public versus Private Acquirers 316 Public versus Private Sellers 318 Notes 321 About the Author 325 Index 327

Read more less

Book SynopsisAs part of Deloitte Consulting, one of the largest mergers and acquisitions (M&A) consulting practice in the world, this title reveals in M&A Information Technology Best Practices how companies can effectively and efficiently address the IT aspects of mergers, acquisitions, and divestitures.Table of ContentsPreface xv Acknowledgments xix Part I Introduction Chapter 1 Introduction to the IT Aspects of Mergers, Acquisitions, and Divestitures 3 Varun Joshi and Saurav Sharma Role of IT in M&A 4 Due Diligence 6 Integration/Separation Planning 8 Integration/Separation Execution 16 Wrapping It Up 20 Chapter 2 The Role of IT in Mergers and Acquisitions 23 Peter Blatman and Eugene Lukac Quest to Capture Synergies 24 Capturing the Benefits 26 Wrapping It Up 32 Chapter 3 Aligning Business and IT Strategy during Mergers, Acquisitions, and Divestitures 35 Jason Asper and Wes Protsman The Business-Aligned Integration Model 36 Enterprise Blueprint and IT Alignment 38 IT’s Role in Functional Blueprinting 39 Decision Making and Business Alignment 43 Business Alignment in Due Diligence 43 Wrapping It Up 44 Chapter 4 Mergers and Acquisitions IT Strategy, Approach, and Governance: IT and Its Customers 47 Chris DeBeer and Michael H. Moore Strategy 48 Approach 49 Governance 50 Finance 51 Operations 54 Human Resources 57 Information Technology 60 Wrapping It Up 66 Part II Information Technology’s Role in Mergers, Acquisitions, and Divestitures Chapter 5 IT Due Diligence Leading Practices 69 Mark Andrews and David Sternberg Objectives and Complexities of IT Due Diligence 70 Areas of Investigation 72 Proprietary or Product Technology–Driven Due Diligence 76 Impact of Transaction Type on the Due Diligence Investigation 77 Investigation for Strategic Buyers versus Financial Buyers 78 Considerations of Planning IT Due Diligence 79 Considerations of Conducting IT Due Diligence 82 Considerations of Finalizing IT Due Diligence 86 Tying Due Diligence to the Next Steps in the Post-Merger Process 88 Wrapping It Up 88 Chapter 6 IT Infrastructure Aspects of Mergers, Acquisitions, and Divestitures 91 Rick Kupcunas, Mike Trisko, Jeffry Sprengel, and Mushtaque Heera IT Infrastructure Blueprinting 91 IT Infrastructure Planning 93 IT Infrastructure Dependencies 100 Wrapping It Up 102 Chapter 7 M&A IT and Synergies 105 Jim Boland, Ronald Goldberg, Colin Hartnett, Sunil Rai, and Stephen Ronan IT’s Role and Contribution to Synergy Capture 105 Synergy Capture and Benefits Tracking during the Merger, Acquisition, and Divestiture Lifecycle 120 Wrapping It Up 135 Chapter 8 Supporting Business Objectives with M&A-Aware Enterprise Architecture 137 Pavel Krumkachev, Shalva Nolen, Nitin Prabhakar, and Rajat Sharma Sources of IT-Related Synergies during M&A 137 Post-Merger IT Integration Planning: The Model Makes the Difference 139 M&A-Aware Enterprise Architecture Models 139 Divestitures and the Enterprise Architecture Frameworks 143 Wrapping It Up 144 Chapter 9 The Importance of a Tested IT Strategy and Approach for Mergers, Acquisitions, and Divestitures 145 Pavel Krumkachev, Shalva Nolen, Nitin Prabhakar, and Rajat Sharma M&A IT Organization and Strategy 145 A Tested and Repeatable Approach for IT Integrations 149 A Tested and Repeatable Approach for IT Divestitures 152 Wrapping It Up 155 Chapter 10 Cloud Considerations for M&A IT Architecture 157 Mike Brown Understanding Cloud Solutions 157 Types of Cloud Solutions 158 Cloud Solution: Potential Benefits 158 Opportunity during Post-M&A Integration 158 Cloud Solutions for Post-M&A Plug-and-Play IT Frameworks 159 Determining Suitability for Cloud Solutions 160 Assessing Cloud Migration Timing 160 Establishing a Cloud Strategy 162 Evaluating Cloud Providers 163 Cloud Solution Success Factors 164 Wrapping It Up 165 Chapter 11 Data Implications of Mergers and Acquisitions 167 Sascha Elsing Criticality of Data Management in M&A Transactions 167 Data Governance and Organizational Considerations 167 Data Confidentiality, Privacy, Security, and Risk Management 168 Data Archiving Requirements 168 Data Management Road Map 169 Customer Data Considerations 172 Wrapping It Up 173 Chapter 12 Using M&A to Streamline the Applications Portfolio 175 Colin Whiteneck, Joydeep Mukherjee, Ted Veterano, and Venky Iyer Overview of an Applications Rationalization Program 178 Achieving Cost Synergies through Applications Rationalization 178 Achieving Operational Synergies through Applications Rationalization 182 Technology and Cost Impact in a Divestiture Event 188 Emerging Trends 193 Best Practices for Applications Rationalization in an M&A Scenario 194 Wrapping It Up 198 Chapter 13 Third-Party Contracts in M&A: Identifying and Managing Common Implications 199 Christine McKay, Joseph Joy, Ramkumar Jayaraman, and Ninad Deshmukh Challenges Inherent in Different Types of M&A Transactions 200 Typical Realities 200 Primary Challenges 204 Tackling Challenges 206 Program Management 215 Wrapping It Up 217 Case Studies 218 Lessons Learned 221 Chapter 14 M&A IT Architecture and Infrastructure: Developing and Delivering Transition Services Agreements 225 Olivier May and Kevin Charles Plan Early and Resource Appropriately 227 Foster Deal Team and Business Collaboration to Document Appropriately 229 Price Services Conservatively 231 Establish a Practical Governance Approach 235 Plan Exits and Remove Stranded Costs 247 Wrapping It Up 250 Chapter 15 Day 1 Implications for IT Functions 253 Sejal Gala and Sandeep Dasharath Top Day 1 Priorities for IT 253 Wrapping It Up 263 Chapter 16 Transition Services Agreement (TSA)—Untangling the Web 265 Simon Singh, Nikhil Uppal, and Jennie Miller Key Considerations for Drafting an Effective TSA 267 Structuring the TSA 270 Managing TSAs 271 Governance of TSA Services through a Parallel Structure 273 Rationale for Accelerated Exit of a TSA 278 Key Considerations for TSA Exit 279 Wrapping It Up 281 Chapter 17 IT Risk, Security, and Controls in M&A: Identifying and Managing Common Considerations 283 David Caruso, Kelly Moynihan, John Clark, Jamie Fox, Joseph Joy, and Scott Kaufman Understanding the IT Risk, Security, and Controls Current State 283 Practices for Managing IT Risk, Security, and Control Considerations 293 Wrapping It Up 301 Part III The People Aspects of Mergers, Acquisitions, and Divestitures Chapter 18 The Role of the CIO in Mergers, Acquisitions, and Divestitures 305 Irwin Goverman The Double-Duty Role 305 The Internal Role 307 The External Role 314 Some Lessons Learned 317 Wrapping It Up 320 Chapter 19 The Role of CFO 321 Rich Rorem, Trevear Thomas, Nnamdi Lowrie, Heith Rothman, Venkat Swaminathan, Chelsea Gorr, Jenny Xu, and Mia Velasquez Strategist Face 324 Catalyst Face 329 Operator Face 332 Steward Face 338 Wrapping It Up 341 Chapter 20 Managing the People Side of IT M&A 345 Tammie Potvin, Don Miller, Suseela Kadiyala, Michael Proppe, Sarah Hindley, and Laurel Vickers Key Priority: Communicating for Impact 346 Merger Stages 348 Effective M&A Communication 351 Key Priority: Defining the Future-State IT Organization 352 Steps in M&A Organization Design 353 Key Priority: Assessing and Selecting IT Talent 358 Key Priority: Managing Change 363 Start with Your Leadership Team 363 Transition Employees 366 Consider Cultural Implications 367 Assess Integration Progress 369 Wrapping It Up 370 Chapter 21 Planning for Business Process Changes Impacting Information Technology 373 Blair Kin Pre-Day 1 Planning 373 Day 1 Integration Imperatives 376 Long-Term Integration Requirements 380 Wrapping It Up 388 Part IV M&A IT Project Governance, Testing, and Business Intelligence Chapter 22 Integration Management Office Best Practices 393 David Lake and Mauro Schiavon Roles and Responsibilities 393 Key Activities 395 Sample IMO Templates and Deliverables 398 Managing the Deal 398 Wrapping It Up 403 Chapter 23 IT Program Governance during the Deal 405 John Uccello Establish Governance Model 405 Establish the Program Management Office 408 Execute the Plan 413 Wrapping It Up 415 Chapter 24 Important Role of Data in an M&A Transaction 417 Lynda Gibson, Anil Tondavadi, and Chris Vu Current Challenges and Lost Opportunities 418 Top 10 Ways to Use Information Management to Improve M&A 419 Wrapping It Up 438 Chapter 25 Overview of Testing 439 Angela Mattix Types of Testing 439 Testing Functions and Tools 443 Test Preparation Activities 444 Timing of Testing 446 Wrapping It Up 448 Part V Conclusion Chapter 26 Why Mergers, Acquisitions, and Divestitures Fail, and Considerations to Help Avoid a Similar Fate 451 Nikhil Menon M&A Risks 452 Common Pitfalls 453 Critical Success Factors 455 Wrapping It Up 457 Chapter 27 M&A IT Key Success Factors 459 Nadia Orawski and Luke Bates Key Success Factors 459 Wrapping It Up 461 Chapter 28 M&A IT, Summing It All Up 463 Habeeb Dihu, Nadia Orawski, Justin Calvin, Luke Bates, Bryce Metro, and Eric Niederhelman Best Practices 464 Best Practices to Be Considered Prior to the Deal 464 M&A IT Strategy, Approach, and Governance Best Practices 467 M&A IT Security and Privacy Implications Best Practices 472 M&A IT and Synergies Best Practices 473 M&A IT Contracts Best Practices 473 M&A IT Organizational Implications Best Practices 475 Best Practices to Consider in Order to Execute the Deal 477 Lessons Learned 478 Wrapping It Up 479 Appendix A M&A IT Playbook Overview 493 Joseph Joy, Shalva Nolen, Simon Singh, and Nikhil Uppal Appendix B Sample M&A IT Checklists 509 Shalva Nolen, Sreekanth Gopinathan, and Devi Aradada Appendix C M&A IT Sample Case Studies 521 Manish Laad, Abhishek Mathur, and Prasanna Rajappa About the Editor 531 About the Website 533 Index 535

Read more less

Book SynopsisA guide to the changing face of valuation in private firm M&A transactions. Based on the author's professional experience, it describes a sensible approach to using discounts in private company valuations and provides readers with an appreciation for the need to weigh a broader range of influences on value in the M&A process.Table of ContentsList of Exhibits ix Preface xiii 1 Introduction 1 1.1 Private Firms – Setting out their Stall 2 1.1.1 Introduction to SMEs in Different Countries 2 1.1.2 Introduction to Family Firms in Different Countries 3 1.2 The Relation Between the Two Dimensions of Private Firms 5 1.3 A Note on Germany and the German Mittelstand 5 1.3.1 Mittelstand vs. Family Firm 6 1.3.2 Mittelstand vs. SME 7 2 The M&A Transaction with Private Firms – A Process Analysis 9 2.1 The M&A Transaction – the Process and Important Elements 10 2.1.1 Preparation Phase 11 2.1.2 Marketing Phase 11 2.1.3 Due Diligence Phase 12 2.1.4 Negotiation Phase 13 2.2 Question 1: Which Factors Influence the M&A Process and the Transaction Price Paid? 14 2.2.1 The Seller – Disposal Motives 14 2.2.2 The Bidder – Acquisition Motives 16 2.2.3 Competition 16 2.2.4 Transaction Charges 18 2.2.5 Trust 18 2.3 Question 2: Which Factors May Play an Additional Role when the Target is an Independent Private Firm? 20 2.4 Question 3: How Can the Influence Factors be Analyzed – Setting the Model 24 2.4.1 Methodology 25 2.4.2 Data Set 29 2.5 Study Results 29 2.5.1 The Seller – Disposal Motives 32 2.5.2 The Bidder – Acquisition Motives 35 2.5.3 Competition 36 2.5.4 Transaction Charges 38 2.5.5 Trust in the Respective Counterparts 40 2.5.6 Study Results – Summary of Findings 45 2.6 Study Assessment 47 2.6.1 Limitations of the Study 48 2.7 Relationship Between the Study, Valuation Concepts and the Control Premium Discussion 49 Appendix A Measurement of Factors 50 I Measurement of Selling Pressure 52 II Measurement of Synergies 52 III Measurement of Competition 53 IV Measurement of Bidders’ Transaction Charges 57 V Measurement of Trust 60 3 Valuing Private Companies – the PCD 67 3.1 Liquidity vs. Marketability 67 3.2 Overview of Discounts and Premiums 68 3.3 Is a Discount for the Lack of Liquidity for a Controlling Ownership Interests Necessary? 69 3.4 Discounts in Praxis 70 3.5 DLL for Minority Interests 71 3.5.1 Cross-Sectional Differences 71 3.5.2 Controlled Differences 72 3.5.3 Restricted Stock Studies 72 3.5.4 Initial Public Offerings (IPOs) 74 3.5.5 Can Empirical Evidence for Minority Stakes be Used for a Controlling Ownership Interest in a Private Company? 76 3.6 The DLL for Control Ownership Situations and the PCD 77 3.6.1 Acquisition Approach 77 3.6.2 Which Factors Influence the Measurement of the PCD? 82 3.6.3 Determining the Appropriate Discounts with the Acquisition Approach: Study Selection and Assessment 91 3.6.4 Discount for the Lack of Marketability – Summary of Study Results 95 3.7 Understanding the Standards of Value 97 3.8 Understanding the Methodologies 102 3.8.1 Summary 105 3.9 Application Problems Resulting from Systematic Difference Between Market Environments and Company Classes 108 3.9.1 Economic Market Environment 108 3.9.2 Market Environment – Time 109 3.9.3 Firm Characteristics 112 3.10 Development of the Market Environment 115 3.11 PCD Study 120 3.11.1 Short Note on Methodology 120 3.11.2 The Data Sets 122 3.11.3 Results 123 3.12 Summary of Findings 144 3.12.1 General Recommendations for the Application of a PCD or DLL 146 3.12.2 How to Use the Study Results in this Book 146 3.12.3 Empirical Results Summary – Germany 147 3.12.4 Empirical Results Summary – North America 149 3.12.5 Empirical Results Summary – Western Europe 149 3.12.6 Empirical Results Summary – UK 150 3.13 Conducting a PCD Study 151 3.13.1 How to Proceed? 152 3.13.2 Which Multiples to Choose 152 3.13.3 Matching the Multiples – Computing the Discounts 153 3.13.4 Detecting Patterns – Data Clustering 154 3.13.5 Cross-Sectional Regression 160 3.13.6 Databases and Data Collection 164 3.13.7 Outlier Treatment 166 3.13.8 Measurement of Variables 166 Appendix B The PCD and the Relative Valuation Methodology 167 Appendix C How Different is the Mittelstand Compared to Dependent Private German Firms? 171 References 173 Databases 175 Glossary 177 Index 179

Read more less

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;

Read more less

Book SynopsisThis book reviews both successful and unsuccessful mergers and acquisitions, exploring the reasons why so many fail to live up to expectations. An exploration of why mergers and acquisitions succeed or fail, based on rigorous scholarly research. Stretches the boundaries of what we know about these complex phenomena. Presents original ideas about the merger and acquisition strategy, the effects of mergers and acquisitions on performance, and the critical processes involved in implementation and integration. Explores new areas, such as the role of culture and leadership, and the importance of knowledge transfer and learning. Includes contributions from both highly respected scholars and up-and-coming stars in the field. Table of ContentsList of Figures. List of Tables. Lists of Contributors. Introduction: Amy L. Pablo And Mansour Javidan. Part I: M&A Performance:. 1. Mind The Gap: Key Success Factors In Cross-Border Acquisitions: Noa Erez-Rein (Australian Graduate School of Mangement), Miriam Erez (Faculty of Industrial Engineering and Management, Technion, Israel Institute of Technology),. 2. The Secrets Of M&A Success: A Co-Competence & Motivational Approach To Synergy Realization: Rickard Larsson (School of Economics and Management, Technion, Israel Institute of Technology), Kenneth R. Brousseau (Decision Dynamics LLC) Michael Driver (Marshall School of Business, University of Southern California), Patrick Sweet (Decision Dynamics AB). Part II: M&A Strategy:. 3. Cross-Border Mergers And Acquisitions: Challenges And Opportunities: Michael Hitt (Mays School of Business, Texas A&M University) And Vicenzo Pisano (Arizona State University). 4. Firm Competitiveness And Acquisition: The Role Of Competitive Strategy And Operational Effectiveness In M&A’s: Paul Mudde (Siedman School of Business) And Thomas Brush (Krannert Graduate School of Mangement, Purdue University). 5. Acquisitions Of Entrepreneurial Firms: A Comparison Of Private And Public: Jung-Chin Shen (Strategy and Management Department, INSEAD) And Jeffrey Reuer (Fisher College of Business, Ohio State University). Part III: Merger Implementation And Integration:. 6.The Role Of The Corporate Academy In Mergers And Acquisitions: Shlomo Ben-Hur And Todd Thomas (DaimlerChrysler Services Academy). 7. Managing The Acquisition Process: Do Differences Actually Exist Across Integration Approaches: Kimberly Ellis (Eli Broad Graduate School of Mangement, Michigan State University). Part IV: Culture And Leadership In M&A’s:. 8. The Neglected Role Of Leadership In Successful M&A: Sim Sitkin (Center for Organizational Research at the Fuqua School of Business) And Amy L. Pablo (Haskayne School of Business, University of Calgary). 9. The Role Of CEO Charismatic Leadership In Effective Implementation: David Waldman (School of Managbement at Arizona State University - West). 10. The Impact Of Culture Differences On Strategy Realization: Vera Hertog (Vlerick Leuven Gent Management School, Universiteit Gent). Part V: M&A Knowledge Transfer And Learning:. 11. Technology Based Industries: Danna Greenberg (Faculty of Management, Babson College). 12.Does It Pay To Capture Intangible Assets? Asli Arikan (Boston University). Part VI: Research In M&A’s:. 13.What Have We Learned From M&A Research? Joseph Bower ( Harvard University). 14. Where We’ve Been And Where We’re Going: Amy L. Pablo , Mansour Javidan(Haskayne School of Business, University of Calgary), Harbir Singh (The Wharton School, The University of Pennsylvania), Michael Hitt (Mays School of Business, Texas A&M University) And Dave Jemison (McCombs School of Business, University of Texas at Austin). Index

Read more less

Book SynopsisThis highly topical book provides a multi-disciplinary perspective, ranging from finance to psychology, on the subject of mergers and acquisitions.Trade Review"This book is unique in its approach to M&A. Rather than simply falling into one of the established, academic M&A "schools" such as strategy or finance, it breaks ground on a new school – the practitioner school." Henry W. Lane, Northeastern UniversityTable of ContentsNotes on Contributors vii Preface xv Part I: Overview 1 1. M&A as Horizons 3 Duncan Angwin Part II: Pre-Acquisition 25 2. M&A as Success 27 Mark Whittington and Ken Bates 3. M&A as Illusion 63 Chris Smith 4. M&A as Warfare 87 Stephen Cummings and Sally Riad 5. M&A as Power 116 Glenn Morgan 6. M&A as Risk 153 Matthew Checkley Part III: Post-Acquisition 179 7. M&A as Project 181 Philippe Very and Stephen Gates 8. M&A as Boundaries 204 Derek O’Byrne 9. M&A as Knowledge 229 Laura Empson 10. M&A as Stereotypes 256 Eero Vaara and Janne Tienari 11. M&A as Imperialism 276 Simon Collinson Part IV: Integration 297 12. M&A as Linkages 299 David Schweiger, Erin Mitchell, Justin Scott, Caroline Brown 13. M&A as Practice 329 Duncan Angwin 14. M&A as Time 357 Duncan Angwin, Scott Dacko and Matthew Checkley Mergers and Acquisitions: A Primer 383 Appendix 1: At What Price Should Tesco Buy Greggs? 409 Glossary of Terms 426 References and Further Reading 433 Index 455

Read more less

Book SynopsisThe striking feature of the takeover market in the US in recent years has been the lightning pace of changes in strategy due to innovations in takeover defense. This book explains in a clear and authoritative manner the best strategies and the traps from the standpoints of both bidders and targets. The takeover business has become giant and complex with its own special jargon. It is highly regulated by federal and state laws. Ingenious business and legal strategists are constantly generating new methods of thrust and parry to advance their clients causes. This book guides the reader through this complex area. The authors base their advice on what they, their clients and the takeover markets have found to be the most important strategic and legal consideration. The complete text of the main contracts in the highly controversial Time-Warner deal is reproduced with a full explanation clause by clause of the legal and business negotiating problems faced by both sides. Comparisons with other acquisition transactions illustrate for the specialist and the non-specialist exactly what is going on in acquisition negotiations. Other appendices contain a detailed glossary and key statutes and rules. The book is an unmatchable source for all those involved in or contemplating acquisitions, takeover financing or takeover defense in the U.S.Table of ContentsAcknowledgments xi 1 Introduction 1 Part I The Framework 2 If Only Directors Were Perfect 9 3 Shareholders Are Not Perfect Either 244 The Chief Executive Office 33 5 The Importance of State Corporation Law 39 6 How State Antitakeover Laws Change the Balance 53 7 Defending Friendly Acquisitions from Competition 69 8 Poison Pills and Other Defenses Against Takeovers 76 9 The Role of Federal Law 87 10 Conflicts of Interest: Auctions, Squeeze-outs, Leveraged Buyouts and Insider Trading 99 Part II Advice for Bidders and Targets 11 A Successful Bidder May Still Be a Loser 119 12 Friendly Deals: What Good is a Contract? 124 13 Should I Make a Hostile Bid? 134 14 How Should We Defend Against a Hostile Bid? 148 15 Traps and Opportunities for Bidders 161 16 Practical Thoughts on Leveraged Buyouts and Recapitalizations 177 Part III Case Study: the Time--Warner Agreements Introduction 187 17 Commentary on the Original Time--Warner Merger Agreement 189 Share Exchange Agreement 262 18 Commentary on the Revised Time--Warner Agreement 279 Appendix 359 Table of Cases 467 Bibliography 472 Glossary 478 Subject Index 507 Name Index 520

Read more less

Book SynopsisStrategic alliances are becoming increasingly important as a long-term response to the move towards globalization of businesses, and to their need to learn and adapt quickly, gain access to new markets, and diffuse new technologies. In this comprehensive informative and practical text the authors delvop: An analysis of over 30 alliances in the US, Japan and Europe. A blueprint for successfully forming and implementing an alliance. Practical case histories of nine successful and unsuccessful alliances which highlight benefits and drawbacks. Highly successful in hardback, this book is now available in paperback for undergraduate and MBA students of corporate strategy and international business.Table of ContentsPreface. Part I: Introduction:. 1. Strategic Alliances in International Business. Part II: Formation and Evolution of Strategic Alliances:. 2. The Formation Process. 3. Evolution of Strategic Alliances. Part III: Management Processes:. 4. Planning and Control Considerations. 5. Human Resource Management. Part IV: Contextual Issues:. 6. Culture, Management Approach, and Performance. 7. Common Obstacles. 8. Emerging Challenges. Part V: Conclusions and Implications:. 9. Conclusions. References. Index.

Read more less

Book Synopsis

Read more less

Book SynopsisBridge the Knowledge GapDo you have what it takes to build agile, successful teams? Pursue mergers that transform? Are you solving the right problems for efficiency and growth? Do you want to leverage your mission for large-scale social change? Does your Board have a shared vision for innovation?Discover the critical lessons of success with 11 Secrets of Nonprofit Excellence in this step-by-step executive guide: Build effective, enthusiastic teams Deploy tech to boost revenues and quality Launch profitable micro businesses Negotiate game-changing legislative outcomes Design and implement dynamic strategic plans 11 Secrets offers practical stories, disciplines, data, and humor in an empowering blueprint for achieving excellence in any organization. The book addresses the resource gap for navigating non-profit growth and innovative tech solutions. Deftly weaving vignettes from the author's successful careers in international publishing and nonprofits, 11 Secrets introduces real-life encounters with notables such as Muhammad Ali to unlock valuable secrets of quality, excellence, and mission advancement. 11 Secrets lends itself to powerful coaching and winning outcomes for start-ups, non-profits, Boards and leaders, cross sector.Trade ReviewPeter Drucker first identified the importance of studying non-profit management. 'No Margin, No Mission' is one famous quote. Nonprofits are by far the largest employer group in the US, and they are the original laboratory for managing knowledge workers. Kathleen Stauffer has added valuable insights to the store of knowledge in this field. Ms. Stauffer's 11 Secrets lives in the real-world of experience, and I find that her insights are also relevant to some of the startups that I work with. Kathleen Stauffer has written the blueprint for creating, managing and advancing a successful and thriving non-profit. Really, if you have a business of any kind this book is a must-read. The strategies in this book will not only take you to the top but will keep you there." - David Perozzi, Senior Producer, CNN

Read more less