For
undergraduate/graduate-level courses on Mergers and Acquisitions, or as a supplement for
Business or Corporate Finance, Economics, or Strategy.
This book brings together
conceptual and updated empirical material in a systematic way. It provides students with a
basis for understanding mergers and acquisitions and corporate restructuring in the
framework of strategic planning issues facing managers in all companies, small and large.
NEW - Two new
coauthors, Mark L Mitchell and Harold Mulherin - The authors' extensive scientific,
consulting and teaching backgrounds provide an unmatched dimension of reality to the text.
NEW - Chapter 21 on
Merger Arbitrage - First book to describe the arbitrage activity associated with
mergers and acquisitions. Mark Mitchell, our new co-author and a member of the management
of a significant merger arbitrage firm, has published articles on the subject in leading
journals of financial economics and his work is contributed here.
Ch. 5, Strategic
Processes.
Provides a compact summary of the literature and theory of strategy making and the
processes that guide merger and acquisition decisions.
Ch. 6, Theory of
Mergers and Tender Offers.
Provides strong conceptual framework on why mergers take place.
Ch. 7, The Timing of
Merger Activity.
Presents the historical and industry evidence on the sources of merger activity.
Ch. 12, Empirical Tests
of Corporate Restructuring and Divestitures.
Includes comprehensive treatment of corporate restructuring.
Ch. 20, Corporate
Governance.
Discusses the various types of fraud at Enron, WorldCom, etc. Summarizes the new
Sarbenes-Oxley Act of 7/31/02 and changes in New York Stock Exchange listing requirements
since that time and covers recent developments at the SEC including the resignation of
Harvey Pitt.
NEW - Content
enhancements throughout:
Empirical material
updated.
Ch 4 now includes method
of payment, taxes, collars, and contingent payments.
Appendix A to Ch 8 analyzes a recent M&A sample to explain modern techniques of
performance measurements.
Valuation chapters
(9&10) clarified.
Appendix A to Ch 11
presents a case study of restructuring in the natural gas industry.
Appendix A to Ch 12
analyzes a sample of divestitures.
Ch 14 on alliances and
joint ventures is broadened.
In Ch 16 on leveraged
buyouts added capital cash flow valuation model.
In Ch 18 on share
repurchases a new conceptual framework is applied.
Ch 20 highlights new
developments in corporate behavior, fraud, and ethical responsibilities.
Ch 22 includes tables
summarizing alternative strategies for growth and value enhancements plus value based
management.
Explains the merger and
acquisition process within a broad framework of companies strategic plans.
Enables students to see
all strategies that are used in a firm, e.g. mergers, takeovers, joint ventures, strategic
alliances, spin-offs, carve-outs, split-ups, restructuring, LOBs, Share repurchases, and
corporate governance.
Table of Contents
I. TAKEOVERS AND
MERGERS IN PRACTICE.
1. The Takeover Process.
2. The Legal and Regulatory Framework.
Appendix A: Legal Due Diligence Preliminary Information Request.
3. Accounting for M&As.
4. Deal Structuring (Methods of Payment, Taxes, Collars, Contingent Payouts.)
II. M&As IN THEORY
AND PRACTICE.
5. Strategic Processes.
6. Theories of Mergers and Tender Offers.
Appendix A: Measurement of Abnormal Returns.
Appendix B: Chemical Industry Case Study.
7. The Timing of Merger Activity.
8. Empirical Tests of M&A Performance.
Appendix A: Analysis of a Recent M&A Sample.
III. VALUATION - THE
STRATEGIC PERSPECTIVE.
9. Alternative Approaches to Valuation.
Appendix A: Derivation of Revenue Growth Valuation Formulas.
10. Increasing the Value of the Organization.
Appendix A: Calculating Growth Rates.
IV. RESTRUCTURING.
11. Restructuring and
Divestitures.
Appendix A: Restructuring in the Diversified Natural Gas Industry in the 1990s.
12. Empirical Tests of Corporate Restructuring and Divestitures.
Appendix A: Analysis of a Sample of Recent Divestitures.
13. Financial Restructuring.
V. M&A STRATEGIES.
14. Alliances and Joint Ventures.
15. ESOPs and MLPs.
16. Going Private and Leveraged Buyouts.
Appendix A: Relation between WACC and CCF Models.
Appendix B: Relation between CCF and APV Models.
17. International Takeovers and Restructuring.
VI. STRATEGIES FOR
CREATING VALUE.
18. Share Repurchases.
19. Takeover Defenses.
20. Corporate Governance and Performance.
21. Merger Arbitrage.
22. Implementation and Management Guides for M&As.
688 pages