A comprehensive guide to the world of mergers and acquisitions
Why do so many MandA transactions fail? And what drives the success
of those deals that are consummated? Robert Bruner explains that
MandA can be understood as a response by managers to forces of
turbulence in their environment. Despite the material failure rates
of mergers and acquisitions, those pulling the trigger on key
strategic decisions can make them work if they spend great care and
rigor in the development of their MandA deals. By addressing the
key factors of MandA success and failure, Applied Mergers and
Acquisitions can help readers do this. Written by one of the
foremost thinkers and educators in the field, this invaluable
resource teaches readers the art and science of MandA valuation,
deal negotiation, and bargaining, and provides a framework for
considering tradeoffs in an effort to optimize the value of any
MandA deal. Applied Mergers and Acquisitions is part of a complete
suite of resources on MandA that includes a workbook and a CD-ROM
with additional spreadsheets. Robert F. Bruner, MBA, DBA
Charlottesville, VA, is the Distinguished Professor of Business
Administration at the Darden School at the University of Virginia
and Executive Director of the Batten Institute. He directs the
Darden School''s executive education course on mergers and
acquisitions, and teaches the popular MBA elective on that topic.
He holds a BA from Yale University, and a MBA and DBA from Harvard
University.0471395064 A comprehensive guide to the world of mergers
and acquisitions 0471395064 A comprehensive guide to the world of
mergers and acquisitions Why do so many MandA transactions fail?
And what drives the success of those deals that are consummated?
Robert Bruner explains that MandA can be understood as a response
by managers to forces of turbulence in their environment. Despite
the material failure rates of mergers and acquisitions, those
pulling the trigger on key strategic decisions can make them work
if they spend great care and rigor in the development of their
MandA deals. By addressing the key factors of MandA success and
failure, Applied Mergers and Acquisitions can help readers do this.
Written by one of the foremost thinkers and educators in the field,
this invaluable resource teaches readers the art and science of
MandA valuation, deal negotiation, and bargaining, and provides a
framework for considering tradeoffs in an effort to optimize the
value of any MandA deal. Applied Mergers and Acquisitions is part
of a complete suite of resources on MandA that includes a workbook
and a CD-ROM with additional spreadsheets. Robert F. Bruner, MBA,
DBA Charlottesville, VA, is the Distinguished Professor of
Business Administration at the Darden School at the University of
Virginia and Executive Director of the Batten Institute. He directs
the Darden School''s executive education course on mergers and
acquisitions, and teaches the popular MBA elective on that topic.
He holds a BA from Yale University, and a MBA and DBA from Harvard
University.
關於作者：
ROBERT F. BRUNER is the Distinguished Professor of Business
Administration at the Darden School of the University of Virginia
and Executive Director of the Batten Institute. He directs the
Darden School''s executive education course on mergers and
acquisitions, and teaches the popular MBA elective on that topic.
He is the author of over 250 case studies and a casebook, Case
Studies in Finance: Managing for Corporate Value Creation, which
has been adopted for use at over 200 schools. Bruner''s articles
have been published in the Journal of Financial Economics, the
Journal of Accounting and Economics, the Journal of Financial and
Quantitative Analysis, the Journal of Money, Credit, and Banking,
and Financial Management. He has served as a consultant to over
twenty corporations as well as to the U.S. Government, and prior to
his academic career, worked as a commercial banker and venture
capitalist. Bruner holds a BA from Yale University, and an MBA and
DBA from Harvard University.
目錄：
Foreword
Preface
PART ONE: INTRODUCTION AND KEY THEMES
CHAPTER 1: Introduction and Executive Summary "How Can My Team
Do Better Than the Averages?" A Framework for MA Success
Seven New Big Ideas Worthy of the Best Practitioners
CHAPTER 2: Ethics in MA Why Should One Care? In Whose
Interests? What Is Good?-Consequences, Duties, Virtues
Promoting Ethical Behavior
Greenmail Case: Walt Disney, 1984
CHAPTER 3: Does MA Pay? The Measurement of MA
Profitability: Better Than What? Findings Based on the Analysis of
Returns to Shareholders
Findings Based on the Analysis of Reported Financial
Performance
Findings about the Drivers of Profitability
Findings from Surveys of Executives
Findings from Clinical Studies
PART TWO: STRATEGY AND THE ORIGINATION OF TRANSACTION
PROPOSALS
CHAPTER 4: MA Activity MA Activity Appears in
Waves
Explanations of MA Activity
"Creative Destruction" as the Driver of MA Activity
The Many Forms of Economic Turbulence, and Where to Look for
It
Turbulence Drives MA Activities and Opportunities
CHAPTER 5: Cross-Border MA Cross-Border MA
Activity
MA within Regions and Trading Blocs
Drivers of and Returns from Cross-Border MA
Strategic Analysis of Countries: Getting a "View." CHAPTER 6:
Strategy and the Uses of MA to Grow or Restructure the Firm
Setting Strategy
Expansion by Inorganic Growth
Restructuring, Redeployment, and Sale
Choosing a Path
Does It Pay to Diversify or Focus the Firm? CHAPTER 7:
Acquisition Search and Deal Origination: Some Guiding Principles
Eight Principles of Acquisition Search
Case Study: Kestrel Ventures LLC
PART THREE: DILLGENCE, VALUATION, AND ACCOUNTING
CHAPTER 8: Due Diligence The Concept of Due Diligence
Principles and Strategies
Timing, Team, and Outputs
The Target''s View: The Data Room and Its Pressures
Focus on Knowledge
Excellence in Due Diligence
CHAPTER 9: Valuing Firms Rule #1: Think Like an Investor
Rule #2: Intrinsic Value Is Unobservable; We Can Only Estimate
It
Rule #3: An Opportunity to Create Value Exists Where Price and
Intrinsic Value Differ
Rule #4: So Many Estimators, So Little Time-It Helps to "Have a
View." Rule #5: Exercise Estimators of Intrinsic Value to Find Key
Value Drivers and Bets
Rule #6: Think Critically; Triangulate Carefully
Rule #7: Focus on Process, Not Product
Rule #8: When in Doubt, see Rule #1
Valuation Case: Chrysler Corporation, March 1998
CHAPTER 10: Valuing Options Option Basics
Option Theory
Option Applications
A Practical Guide to Financial Option Valuation, with Some
Important Caveats
CHAPTER 11: Valuing Synergies The Concept of Synergy
Synergy Estimates Must Be a Central Focus of MA
Analysis
A Framework for Synergy Analysis
Estimating Synergy Value, with Examples
Synergies in the DaimlerChrysler Merger
Rules of Thumb
CHAPTER 12: Valuing the Firm across Borders How Borders Affect
MA Valuation
Strategy for DCF Approach: Home versus Foreign Valuation
Adjusting Cash Flows
Estimating the Discount Rate
Recapitulation: Valuation Process with Adjusted CAPM
Valuation Cases across Borders
CHAPTER 13: Valuing the Highly Levered Firm, Assessing the
Highly Levered Transaction The World of Highly Levered Firms
The Effect of Leverage on Firm Value
The "Whole Deal" Approach
A Case in Leveraged Recapitalization: Koppers Company
LBO Case: MediMedia International, Ltd
LBO Case #2: Revco Drug Stores
CHAPTER 14: Real Options and Their Impact on MA Types of
Real Options
Where Real Options Appear in MA
Why Not Value Everything as an Option? How to Assess the Impact
of Real Options
Four Mini-Cases in the Analysis of Real Options
CHAPTER 15: Valuing Liquidity and Control Adjusting Values for
Discounts and Premiums
Where Do Illiquidity Discounts Come From? Where Do Control
Premiums Come From? Interaction of Liquidity and Control
Case Study: VolvoRenault, 1993
CHAPTER 16: Financial Accounting for Mergers and Acquisitions
Overview of Purchase Accounting
How to Interpret Reported Financial Results from a Business
Combination
Linkage among Accounting Choices, Form of Payment, Financing,
and Price
Dangers of Earnings Management
CHAPTER 17: Momentum Acquisition Strategies: An Illustration of
Why Value Creation Is the Best Financial Criterion Four Cautionary
Tales
Momentum Acquisition Strategies
The Arguments for and against Momentum Acquiring
Value Creation Is the Best Criterion for Evaluating Acquisition
Strategies
Momentum versus Value Strategies
PART FOUR: DESIGN OF DETAILED TRANSACTION TERMS
CHAPTER 18: An Introduction to Deal Design in M A
Deal Structures Are Solutions to Economic Problems
Possible Desirables in Designing a Deal
Design Leads to Results
Each Deal Is a System: The "Whole Deal" Perspective
Some Implications for the Deal Designer
CHAPTER 19: Choosing the Form of Acquisitive Reorganization Five
Key Concerns for the Deal Designer
Deals That Are Immediately Taxable to the Selling
Shareholders
Deals That Defer Tax to the Selling Shareholders
CHAPTER 20: Choosing the Form of Payment and Financing Patterns
and Trends in Form of Payment
Does Form of Payment Matter? Considerations in Selecting the
Form of Payment
Assessing the Financing Aspects of a Deal
CHAPTER 21: Framework for Structuring the Terms of Exchange:
Finding the "Win-Win" Deal A Model for Critically Assessing
Exchange Ratios
Uses and Illustration of the Model
Extension to Cash-for-Stock Deals
Choosing Exchange Ratio Targets in the "Win-Win" Zone
CHAPTER 22: Structuring and Valuing Contingent Payments in
MA Contingent Payments in MA
Earnouts Can Be Useful; But If So, Why Aren''t They Ubiquitous?
Earnouts Are Options on Future Performance
Structuring an Earnout
Tax and Accounting Considerations
A Generic Approach to Valuing Earnout Instruments
The Eli Lilly Case
Proposing and Negotiating an Earnout and Other Contingent
Payments
CHAPTER 23: Risk Management in MA Value at Risk When a Deal
Fails
Transaction Risk: Types and Sources
Types of Risk Management
Collars and Their Analysis
Contingent Value Rights Case
Staged Acquiring Case
Where and When to Manage Risk
CHAPTER 24: Social Issues The Importance of Social Issues in
MA
Survey of Social Issues
Impact of Social Issues on Attractiveness of the Deal
Case Studies in the Role of Social Issues
PART FIVE: RULES OF THE ROAD: GOVERNANCE, LAWS, AND
REGULATIONS
CHAPTER 25: How a Negotiated Deal Takes Place The Deal Shaping
Process
Risks: How the Process Can Get Derailed
Transaction Planning and Preparation
Initiating Discussions
First-Round Documents
The Definitive Agreement
Disclosures to Investors and Regulators
Gaining Approval
Case Study: Daimler-Benz and Chrysler
CHAPTER 26: Governance in MA: The Board of Directors and
Shareholder Voting Governing Well Is Hard to Do
Good Governance Pays
How Shareholders Rule
Fiduciary Duties of Target Directors in Considering MA
Preparing for the Board''s Review of a Deal
How Can Firms Be Governed Better? CHAPTER 27: Rules of the Road:
Securities Law, Issuance Process, Disclosure, and Insider Trading
Overview of Key Securities Laws and Rules
International Law Comparison
Disclosures
Insider Trading
Observance of Deal Process
CHAPTER 28: Rules of the Road: Antitrust Law Antitrust Law:
History and Motives
How Antitrust Regulators and Laws Affect MA
U.S
Antitrust Merger Guidelines
Premerger Review Process in the United States
Antitrust Regulation of MA in the European Union
Critical Perspectives on Antitrust Policy
CHAPTER 29: Documenting the MA Deal First-Round
Documents
Definitive Agreement
Merger Proxy Statement and Prospectus
PART SIX: COMPETITION, HOSTILITY, AND BEHAVIORAL EFFECTS IN
MA
CHAPTER 30: Negotiating the Deal The Relevance of Negotiation
Process
Behavioral Finance
Influencing Bargaining Outcomes: An Overview of the
Challenge
How to Prepare for a Negotiation
Managing the Negotiation Process Proactively
CHAPTER 31: Auctions in MA Auction Structures and
Motives
Advantages and Disadvantages of Auctions
Auctions in Practice: The Case of RJR Nabisco
The "Winner''s Curse" in MA: Is It Real? Some Practical
Advice to Sellers in Auctions
CHAPTER 32: Hostile Takeovers: Preparing a Bid in Light of
Competition and Arbitrage Takeovers Are Games
A Profile of Hostile Takeovers
Beware of the Players, Both on the Field and Off
The Arb Is the Consummate Economic Actor
Interpreting Arbitrage Spreads
The Arb Assesses a Recapitalization Proposal in Terms of Blended
Value
Government Constraints on the Game
Selling Shareholders Face a Prisoner''s Dilemma
To Set a Bid Price: Think Like an Investor
The Game Has Implications for Design and Defense of
Takeovers
CHAPTER 33: Takeover Attack and Defense The Prevalence of
Antitakeover Defenses
Profile of the Target of a Hostile Bid
Optionality in Takeover Attack and Defense
Tactics of Takeover Attack
Tactics of Takeover Defense
Implications for the Practitioner
CHAPTER 34: The Leveraged Restructuring as a Takeover Defense:
The Case of American Standard The American Standard Case
The Response
Of Parachutes, Pills, and Litigation
Restructuring Defenses
When Does a Restructuring Make Sense? PART SEVEN: Communication,
Integration, and Best Practice
CHAPTER 35: Communicating the Deal: Gaining Mandates, Approvals,
and Support Core Challenges to Effective Communication
Some Guiding Principles for Communicating the Deal
Presenting the "Concept Proposal." Communicating the Deal to the
Board for Approval
Communicating with Employees
Announcing the Deal to the Public
CHAPTER 36: Framework for Postmerger Integration Integration
Strategy
Implementation of Integration Strategy
The Case of Union Bank of Switzerland and Swiss Bank
Corporation
Integration as Transformation
CHAPTER 37: Corporate Development as a Strategic Capability: The
Approach of GE Power Systems Business Development at GE Power
Systems
Deal Process at GE Power Systems
The MA "Factory": Operationalizing Business Development
Implications for Best Practice
CHAPTER 38: MA "Best Practices": Some Lessons and Next
Steps Some Elements of MA Best Practice
Where the Sidewalk Ends
Developing Best Practitioners
The End of It All
About the CD-ROM
Ref...
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