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Mergers and Acquisitions Playbook
by Mark A. FilippellThe 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 to create competition (or the impression of competition), to what to do once the deal is closed.
Mergers and Acquisitions and Executive Compensation (Routledge Studies in Corporate Governance)
by Martin Spraggon Virginia BodolicaOver the past decades, the total value of executive compensation packages has been rising dramatically, contributing to a wider pay gap between the chief executive officer and the average worker. In the midst of the financial turmoil that brought about a massive wave of corporate failures, the lavish executive compensation package has come under an intense spotlight. Public pressure has mounted to revise the levels and the structure of executive pay in a way that will tie more closely the executive wealth to that of shareholders. Merger and acquisition (M&A) activities represent an opportune setting for gauging whether shareholder value creation or managerial opportunism guides executive compensation. M&As constitute major examples of high-profile events prompted by managers who typically conceive them as a means for achieving higher levels of pay, even though they are frequently associated with disappointing returns to acquiring shareholders. Mergers and Acquisitions and Executive Compensation reviews the existing empirical evidence and provides an integrative framework for the growing body of literature that is situated at the intersection of two highly debated topics: M&A activities and executive compensation. The proposed framework structures the literature along two dimensions, such as M&A phases and firm’s role in a M&A deal, allowing readers to identify three main streams of research and five different conceptualizations of causal relationships between M&A transactions and executive compensation. The book makes a comprehensive review of empirical studies conducted to date, aiming to shed more light on the current and emerging knowledge in this field of investigation, discuss the inconsistencies encountered within each stream of research, and suggest promising directions for further exploration. This book will appeal to researchers and students alike in the fields of organizational behavior and governance as well as accounting and accountability.
Mergers and Acquisitions as the Pillar of Foreign Direct Investment
by Aristidis Bitzenis Vasileios A. Vlachos Pyrros PapadimitriouThis comprehensive volume tackles all aspects of Mergers and Acquisitions activity - including regional concentration of M&As at a global level, the impact of the economic crisis, and theoretical concepts and practical applications.
Mergers and Acquisitions from A to Z: Strategic And Practical Guidance For Small- And Middle-market Buyers And Sellers
by Andrew J. ShermanIn this update of the 1998 edition, experts based in Washington, DC (Sherman) and Palo Alto, CA (Hart) demystify the latest trends in acquisitions and mergers for both buyers and sellers. They cover debt financing options, new due diligence rules and strategies under Sarbanes-Oxley legislation, and guidelines for keeping deals on track and managing post-closing challenges. The guide includes case studies and sample acquisition documents, but no references. Annotation ©2006 Book News, Inc. , Portland, OR (booknews. com)
Mergers and Acquisitions from A to Z: Strategic And Practical Guidance For Small- And Middle-market Buyers And Sellers
by Thomas NelsonWalks you through every step of the process—from valuation to securities laws to closing and successful integration.When done correctly and cautiously, your company's next merger or acquisition should be an exciting, profitable time. But these complex transactions carry significant risk, no matter how simple or appealing they may look on the outside.Complete with expert advice, case studies, checklists, and sample documents, this fully updated edition of Mergers and Acquisitions from A to Z is your complete guide to help you be prepared and take steps to eliminate rivals, extend territory, and diversify offerings.It includes:The latest trends and regulatory developments.Best practices for structuring profitable deals.Effective ways to raise the capital needed to get deals done.Roles and risks for boards of directors in M&A.Guidelines for keeping deals on track and managing post-closing challenges.Valuable tools, checklists, and sample forms. It is absolutely vital for all involved in the deal to make sure they are guarding themselves against costly mistakes that have been the downfall for many leaders and organizations before them. The fourth edition of Mergers and Acquisitions from A to Z further explains how to conduct due diligence, calculate the purchase price, understand the roles and risks for boards, and more. Don't make another deal without this trusted resource and its strategic and legal guidance by your side.
Mergers and Acquisitions in Asia: A Global Perspective (Routledge Studies in Global Competition #Vol. 30)
by Roger Y.W. Tang Ali M. MetwalliThis book examines recent trends towards mergers and acquisitions in Japan, Greater China and Southeast Asia from 1990 to 2004. Comparisons are made among regions and between countries of particular regions. The economic profiles and investment climates of key countries are discussed and many issues are examined from the perspectives of US-based and UK-based investors because they play significant roles in Mergers and Acquisitions activities in all regions of the world. The practices and management strategies in Asia are also compared with those observed in the United States and the United Kingdom where appropriate.
Mergers and Acquisitions in Practice
by Shlomo Y. Tarba Sir Cary Cooper Riikka M. Sarala Mohammad F. AhammadThe growth in mergers and acquisitions (M&A) activity around the world masks a high rate of failure. M&A can provide companies with many benefits, but in the optimism and excitement of the deal many of the challenges are often overlooked. This comprehensive collection, bringing together an international team of contributors, moves beyond the theory to focus on the practical elements of mergers and acquisitions. This hands-on, step-by-step volume provides strategies, frameworks, guidelines, and ample examples for managing and optimizing M&A performance, including: ways to analyze different types of synergy; understanding and analyzing cultural difference along corporate and national cultural dimensions, using measurement tools; using negotiation, due diligence, and planning to analyze the above factors; making use of this data during negotiation, screening, planning, agreement, and when deciding on post-merger integration approaches. Students, researchers, and managers will find this text a vital resource when it comes to understanding this key facet of the international business world.
Mergers and Acquisitions: A Research Overview (State of the Art in Business Research)
by David R. King Florian Bauer Svante SchriberThe process of identifying and evaluating a target firm, completing a deal after its negotiation and announcement, and then integrating a target firm after legal combination is a multi-year process with uncertain returns to acquiring firms. Research on mergers and acquisitions (M&As) is progressing rapidly yet it remains fragmented across multiple research perspectives that largely examine different acquisition phases separately and coincide with a focus on different research variables. As a result, research fragmentation means that a researcher in one area may be unaware of research from related areas that is likely relevant. This contributes to research silos with M&A research displaying different traditions, starting points, and assumptions. Mergers and Acquisitions: A Research Overview summarizes the frontier in M&A research and provides insights into where it can be expanded. It undertakes the needed integration and reconciliation of research in order to derive practical knowledge for managing acquisitions from beginning to end, providing a summary of what is known and its implications for future research. This concise overview reconciles and integrates the state of the art in our understanding of mergers and acquisitions, providing an essential first stopping point in the research journey of students and scholars working in this area.
Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide +Website
by Edwin L. Miller Jr. Lewis N. SegallThe legal, financial, and business primer to the M&A process Mergers and Acquisitions offers accessible step-by-step guidance through the M&A process to provide the legal and financial background required to navigate these deals successfully. From the initial engagement letter to the final acquisition agreement, this book delves into the mechanics of the process from beginning to end, favoring practical advice and actionable steps over theoretical concepts. Coverage includes deal structure, corporate structuring considerations, tax issues, public companies, leveraged buyouts, troubled businesses and more, with a uniquely solution-oriented approach to the M&A process. This updated second edition features new discussion on cross-border transactions and "pseudo" M&A deals, and the companion websites provides checklists and sample forms to facilitate organization and follow-through. Mergers and acquisitions are complex, and problems can present themselves at each stage of the process; even if the deal doesn't fall through, you may still come out with less than you bargained for. This book is a multi-disciplinary primer for anyone navigating an M&A, providing the legal, financial, and business advice that helps you swing the deal your way. Understand the legal mechanics of an M&A deal Navigate the process with step-by-step guidance Compare M&A structures, and the rationale behind each Solve common issues and avoid transactional missteps Do you know what action to take when you receive an engagement letter, confidentiality agreement, or letter of intent? Do you know when to get the banker involved, and how? Simply assuming the everything will work out well guarantees that it will—for the other side. Don't leave your M&A to chance; get the information and tools you need to get it done right. Mergers and Acquisitions guides you through the process step-by-step with expert insight and real-world advice.
Mergers and Acquisitions: India under Globalisation
by P. L. BeenaThis book provides a holistic account of developments and patterns of mergers and acquisitions that have taken place in the Indian corporate sector, especially in the post-liberalisation era. It combines astute analyses with up-to-date data to present an all-inclusive picture of globalisation and its impact on business in contemporary India. This will serve as an important resource to researchers, scholars and students of economics, management, business administration, business studies, commerce and corporate law, as well as policy-makers, legal practitioners, industrial houses, and industrial bodies.
Mergers and Acquisitions: Managing Culture and Human Resources
by Mark Mendenhall Gunter StahlIn mergers and acquisitions (M&A), special emphasis is usually placed on the strategic and financial goals of the deal, while the psychological, cultural, and human resource implications do not receive as much attention. This book examines the dynamics of the sociocultural processes inherent in M&A and “fleshes out” their implications for postmerger integration management. The book’s contributors come from a variety of subdisciplines within the field of management, and thus provide new insights into the managerial, social, and cultural processes inherent in M&A. Executives with extensive experience managing M&A have offered commentaries at the end of the chapters, providing “real-world” perspective to empirical and theoretical insights.
Mergers and Acquisitions: Rethinking Key Umbrella Constructs (State Of The Art In Business Research Ser.)
by Olimpia Meglio Svante SchriberThis book provides scholars and practitioners in mergers and acquisitions (M&As) with a solid foundation for further research. M&As continue to shape the economic landscape across the globe. While there is already a huge body of scholarly work on the subject, findings appear contradictory and academics and practitioners often struggle to understand what factors make M&As successful.Due to the lack of an agreed-upon definition, research findings appear contradictory, while in fact they are often simply not comparable. To address this, the book rethinks how we measure key umbrella constructs. It specifically focuses on the conceptualization phase of the measurement process, often taken for granted in the current research.
Mergers and Acquisitions: The Critical Role of Stakeholders (Routledge Advances in Management and Business Studies #52)
by Virpi Havila Fredrik Nilsson Helén AndersonA merger or acquisition is usually a challenging endeavor with a single ultimate aim: to create value for the owner. However, stakeholder theory shows how such a narrow and one-sided focus is detrimental to value-creation in general – not only for other stakeholders within and outside the organization, but also for the owner. Especially in a merger or an acquisition, it is evident that there are many groups and individuals who have a stake in the success or failure of a business. So far, the overwhelming majority of research in the field of mergers and acquisitions has focused on the merging organizations, and so researchers have mainly studied internal stakeholder groups, such as employees and managers. This book shows how different stakeholders, internal and external, may play a critical role during a merger or an acquisition process. The book builds on empirical examples that illustrate how various stakeholders play active roles throughout the different phases, and, thus, ultimately affect the outcome and the value formation process of the merger or the acquisition. There is still much debate on how and when to best measure the outcome of a merger or an acquisition. With its comprehensive focus on stakeholders, this volume explores why some mergers and acquisitions fail while others succeed.
Mergers and Acquisitions: The Pharmaceutical and Biotechnology Industries (Routledge Studies in International Business and the World Economy)
by Mark Thomas Janna L. RoseCovid-19 has brought so much uncertainty, but one certainty is that the vaccine race will generate winners and losers in the pharmaceutical and biotechnology industries. This will have a major impact on merger and acquisition activity. While the plethora of merger and acquisition deals are abundantly reported by the news media, there is a clear lack of in-depth analysis on the multiple rationales and various challenges in the life sciences industry. By offering contributions from a variety of experts in the biotechnology and pharmaceutical industries, as well as experts on mergers and acquisitions, this edited collection will draw upon the knowledge of a variety of different actors within the fields of pharma and biotech. This book offers a timely exploration of the complexities of mergers and acquisitions in the pharmaceutical and biotechnology industries while seeking to bridge the gap between theory and practice. It presents a critical analysis of the rationale for acquisitions and studies the challenges of ensuring a successful deal. In the light of the Covid-19 pandemic, it will also explore the impact this may have on the industry, which may further stimulate merger and acquisition activity. It will be of interest to researchers, academics, policymakers, and students in the fields of strategy, management, governance, and the biotechnology and pharmaceutical industries.
Mergers and Acquisitions: Volume III (The Library of Essays on Antitrust and Competition Law)
by Jonathan GallowayMergers and acquisitions occur for many legitimate reasons and should be encouraged as a matter of general policy, yet the resulting increase in the level of market concentration and market strength can lead to concerns that certain ’deals’ may irreparably damage the market structure and create anti-competitive effects. This volume explores the competition concerns arising out of mergers and acquisitions, the reasons for merger control and the fundamental options that face all jurisdictions intent on implementing an effective merger control regime. The volume acts as a guide through the development of merger control law, policy and scholarly thought and includes commentary on each of the key stages of any effective merger control regime. The articles consider the objectives of merger control and the broader political landscape within which mergers take place; the procedural issues in merger control, including jurisdictional matters and due process; the different substantive legal standards incorporated into merger control; the relevant theories of harm and the appropriate treatment of efficiencies; and the use of remedies in merger control. The chosen articles mainly, but not exclusively, focus on the US and EU, and several adopt a cross-disciplinary approach encompassing law, political science and economics.
Mergers and Aquisitions: Planning and Action
by G Richard YoungThoroughly discussing the problems of uniting two independent companies (problems which are commonly underestimated), this book covers a wide range of subjects such as: laws and regulations governing mergers; consideration of financial and material resources; tax views; research and development prospects, as well as the matching and augmenting of skills and equipment of both companies and the adjustments to be made to stock-holders and servicers.The issues of morale, retaining trained personnel, and the rearrangement of employee benefits and pensions are also examined.Check lists, tabulated examples, a hypothetical case history and a comprehensive bibliography made up the extensive appendices.
Mergers in the Global Markets: A Comparative Approach to the Competition and National Security Laws among the US, EU, and China
by Felix I. LessamboInternational mergers and acquisitions play a vital role behind the growth of a company. This book explores the hurdles involved and how to navigate through the review processes set up by national regulatory agencies such as the US Committee on Foreign Investment (CFIUS), the EU Commission, and the Anti-Monopoly Bureau of State Administration of Market Regulation of China (AMB). This book is unique and showcases how to anticipate, develop, and implement successful strategies to support mergers and acquisitions activities, particularly of interest to finance and law students, researchers, and academics.
Mergers, Acquisitions and Corporate Restructuring: Text and Cases
by Chandrasekhar Krishnamurti and Vishwanath S. R.This revised edition of the well-known text provides a comprehensive and well-balanced overview of the entire spectrum of activities in merger transactions, acquisitions, and corporate restructuring process. It comprises of insightful modules on search for acquisitions, value drivers and target valuation, design of consideration, accounting and tax factors, cross border acquisitions, and the restructuring of equity and debt contracts. Intended for students with an interest in the financial, strategic, and business issues surrounding corporate restructuring, this book will take the readers through a rigorous understanding of valuation in a variety of corporate settings. Mergers, Acquisitions, and Corporate Restructuring: Text and Cases incorporates seven brief cases and six full-length teaching cases that instructors can use for classroom discussion and for in-depth understanding of the issues at hand. The book will help the readers answer crucial questions such as: • When does it make sense to acquire or restructure a firm's operations? • How does the structure of the deal affect the value creation potential? • How much value will the acquisition or restructuring create? • What are some of the post-merger integration issues that managers face?
Mergers, Acquisitions and Global Empires: Tolerance, Diversity and the Success of M&A
by Ko UnokiCompanies that have acquired other enterprises through mergers and acquisitions (M&A) have in essence become entities that are akin to the global "empires" of history. In this book, the author weaves a unique narrative that looks at both empires of business created from M&A and global empires from world history in an attempt to answer the question: why do certain empires endure for long periods while others collapse in a short space of time. Empires formed from M&A or conquest have a hierarchical relationship of control and domination by a single authority or centre that can be described as a "parent company" or a "mother country" over another group of people based in a periphery that can be described as a "subsidiary company" or "colony." Given their similarities in development and structure, the author argues from looking at examples of empires in Western and Asian history as well as major M&A cases that long enduring empires created from M&A and global empires have a common cultural trait; their practice of "tolerance" within their organizations/societies. While there are books on the topics of M&A and empires, at present there is no single text that examines the impact of culture on both. This book is intended to fill such a void and provide hints and suggestions to those practitioners of M&A as well as students of business and history who want an accessible, non-technical narrative on what makes empires, whether they are of the nation or of M&A endure and prosper.
Mergers, Acquisitions and International Financial Regulation: Analysing Special Purpose Acquisition Companies (Routledge International Studies in Money and Banking)
by Daniele D'AlviaThis is a much-needed work in the financial literature, and it is the first book ever to analyse the use of Special Purpose Acquisition Companies (SPACs) from a theoretical and practical perspective. By the end of 2020, more than 240 SPACs listed in the U.S. (on NASDAQ or the NYSE), raising a record $83 billion. The SPAC craze has been shaking the U.S. for months, mainly because of its simplicity: a bunch of investors decides to buy shares at a fixed price in a company that initially has no assets. In this way, a SPAC, also known as a "blank check company", is created as an empty shell with lots of money to spend on a corporate shopping spree. Could the trend be here to stay? Are SPACs the new legitimate path to traditional IPO? This book tackles those questions and more. The author provides a thorough analysis of SPACs including their legal framework and how they are used as a risk mitigation tool to structure transactions. The main objectives of the book are focused on finding a working definition for SPACs and theorising on their origins, definition, and evolution; identifying the objectives of financial regulation within the context of the recent financial crisis (2007-2010) and the one that is currently unfolding (Covid-19); and also describing practical examples of SPACs through a comparative study that, for the first time, outlines every major capital market on which SPACs are listed, in order to identify a possible international standard of regulation. The book is relevant to academics as well as policymakers, international financial regulators, corporate finance lawyers as well as to the financial industry tout court.
Mergers, Acquisitions, Divestitures, and Other Restructurings
by Paul PignataroThe authoritative resource for analyzing mergers and acquisitions (M&A) from every anglePaul Pignataro reveals the secrets behind growth through M&A in his new book, Mergers, Acquisitions, Divestitures, and Other Restructurings + Website. Through market shifts and regulatory changes, M&A has served as a solid approach to growth. Creating value through mergers and acquisitions is a highly coveted strategy, and Wall Street has long sought a clear technical understanding of the components of M&A as a key driver of growth. In this book, the author provides that understanding, covering all essential aspects of accounting and modeling for the M&A process.With over a decade of experience aiding billion-dollar restructuring deals, Paul Pignataro is in an excellent position to break down M&A from a finance standpoint. Mergers, Acquisitions, Divestitures, and Other Restructurings covers the financial accounting and modeling behind several M&A structures. Using the merger of Office Depot and Office Max, Mr. Pignataro fully addresses the entire integration, explains EBITDA, and other crucial performance measures. This text is for finance practitioners who want to explore every corner of the M&A process.Learn accounting for asset acquisitions, asset divestitures, and corporate mergersExplore modeling methods including mini-merger modeling and fully consolidated merger modelingRead case studies demonstrating the practical success of theoretical modelsUnderstand EBITDA, cash flow, capital structure, and their impact on M&A success and value creationThis new text from the CEO and founder of the New York School of Finance is key for understanding how restructuring leads to growth and value creation. The importance of M&A shows no signs of slowing, meaning that finance professionals need to be able to accurately analyze the prospects and impacts of restructuring moves. Mergers, Acquisitions, Divestitures, and Other Restructurings + Website is the authoritative resource for doing just that.
Mergers, Acquisitions, and Corporate Restructurings
by Patrick A. GaughanModern restructuring techniques for a global business landscapeMergers, Acquisitions, and Corporate Restructurings, Fifth Edition carefully analyzes the strategies and motives that inspire M&As, the laws and rules that govern the field, as well as the offensive and defensive techniques of hostile acquisitions.Incorporates updated research, graphs, and case studies on the private equity market, ethics, legal frameworks, and corporate governanceExpanded and updated chapters on corporate governance, joint ventures and strategic alliances and valuationExpanded global treatment of the field of M&AShows business managers and financial executives how corporate restructuring can be used successfully in any companyLooks at the most effective offensive and defensive tactics in hostile bidsReviews the impact on shareholder wealth on a variety of takeover actionsPacked with the most up-to-date research, graphs, and case studies, Mergers, Acquisitions, and Corporate Restructurings, Fifth Edition provides a fresh perspective on M&As in today's global business landscape.
Mergers, Acquisitions, and Corporate Restructurings
by Patrick A. GaughanThe 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 them Learn the offensive and defensive techniques used during hostile acquisitions Delve into the strategies and motives that inspire M&As Access the latest data, research, and case studies on private equity, ethics, corporate governance, and more From large megadeals to various forms of downsizing, a full range of restructuring practices are currently being used to revitalize and supercharge companies around the world. Mergers, Acquisitions, and Corporate Restructurings is an essential resource for executives needing to quickly get up to date to plan their own company's next moves.
Merging American Airlines and US Airways
by David A. Garvin Carin-Isabel Knoop David G. FubiniIn February 2013, US Airways announced that it would merge with American Airlines to create the world's largest airline. Doug Parker, the CEO of US Airways, would become CEO of the new American Airlines Group (AAL).The case describes a number of critical decisions Parker made and actions that he took in the course of the acquisition integration process. All focused on how best to combine the two airlines' core systems and operating processes as well as the appropriate scope and speed of strategic changes. Now, Parker must decide on the composition of AAL's senior executive team. Should Parker select a team dominated by US Airways executives with whom he has successfully worked for decades? Or should he establish a new team with roughly equal representation from both airlines? Parker's choice will send important signals to employees about the extent to which the transaction will be viewed as a merger of equals or as a takeover by US Airways.
Merging American Airlines and US Airways (A)
by David A. Garvin Carin-Isabel Knoop David G. FubiniIn February 2013, US Airways announced that it would merge with American Airlines to create the world's largest airline. Doug Parker, the CEO of US Airways, would become CEO of the new American Airlines Group (AAL).The case describes a number of critical decisions Parker made and actions that he took in the course of the acquisition integration process. All focused on how best to combine the two airlines' core systems and operating processes as well as the appropriate scope and speed of strategic changes. Now, Parker must decide on the composition of AAL's senior executive team. Should Parker select a team dominated by US Airways executives with whom he has successfully worked for decades? Or should he establish a new team with roughly equal representation from both airlines? Parker's choice will send important signals to employees about the extent to which the transaction will be viewed as a merger of equals or as a takeover by US Airways.