Art of M and A Integration A Guide to Merging Resources, Processes, and Responsibilities

ISBN-10: 0071448101

ISBN-13: 9780071448109

Edition: 2nd 2006 (Revised)

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Description: Through eight printings, The Art of M&A Integration has become the benchmark text on this important topic Alexandra Lajoux is coauthor (with Stanley Foster Reed) of the seminal The Art of M&A and author or coauthor of four other M&A books Follows the popular Q&A format of other books in the Art of M&A series

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Book details

List price: $63.00
Edition: 2nd
Copyright year: 2006
Publisher: McGraw-Hill Companies, The
Publication date: 1/4/2006
Binding: Hardcover
Pages: 450
Size: 6.25" wide x 9.00" long x 2.00" tall
Weight: 2.046
Language: English

Alexandra Reed Lajoux is the president of Alexis and Company, an editorial services firm that specializes in providing state-of-the-art textual materials for business and professional use. Her byline appears regularly in Director's Monthly, the official newsletter of the National Association of Corporate Directors and in North American International Business, a magazine for small businesses engaged in international trade.

Preface
Acknowledgments
Prerequisites
Introduction and Acknowledgments
Basic Definitions and Data
Introduction
The Meaning of Integration
International Considerations
Postmerger Performance: A Review of the Research
Notes
The Path to Integration
Introduction
Alternatives
Growing versus Shrinking
Building versus Buying
Keeping versus Selling
Integrating versus Managing Separately
International Considerations
Postmerger Sell-Offs: How Common Are They?
Following Up on the 10 Largest Acquisitions of 1985
Valuing the Divestiture Option
Notes
Integration Planning and Communication
Introduction
Forming Integration Plans
The Role of Insiders in Planning M&A Integration
The Role of Outsiders in Planning M&A Integration
Integration Elements in the Merger Agreement
Internal Communication: Key Challenges
Formal External Communication of the Integration Plan
Taxable M&A Reporting
Communicating with Stakeholders
Merger Scenarios
International Considerations
More Is Better: A Case in Point
Sample Mission, Team, and Timeline of Acquisition
Communications Plan Matrix
Integration Planning Worksheet
Integration Plan Outline (Sample Outline Focusing on HR, Communications, and IT)
Notes
Integrating Resources
Introduction and Acknowledgments
Retaining and Integrating Human Resources
Introduction
Retaining Human Resources
Legal Issues
Cultural Issues
Merging Boards of Directors
Reshaping the Chairman and CEO Roles
Merging Senior Management Teams
Turf: Typical and Special Scenarios
Merging Sales, Merchandising, and Distribution Forces
International Considerations
Sample No Compete Agreements
Human Resources Integration Planning Grid
Notes
Integrating Financial and Tangible Resources
Introduction
Acquisition Accounting for M&A (under GAAP)
Enhanced Financial Reporting for M&A (Non-GAAP)
Valuing and Combining Tangible Assets
International Considerations
Selected Unaudited Pro Forma Condensed Combined Financial Data (in thousands, except per share data)
Notes
Integrating Reputational and Other Intangible Resources
Introduction
The Challenge of Company Name Changes
Managing Brand Identity after a Merger
Integrating Mission Statements
Valuing and Combining Intangible Assets
International Considerations
Sample Vision Statements from Companies Involved in Mergers
Branding Case Studies
Notes
Integrating Processes
Introduction and Acknowledgments
Integrating Management Systems
Introduction
Integrating Organizational Structures
Sharing Space
Sharing Goals
Sharing Standards
Sharing Services
Integrating Processes for Product or Service Design, Production, and Supply
Integrating Internal Financial Controls
International Considerations
Types of Organizational Structure
Internal Control-Integrated Framework: Excerpts from the Original COSO Report
Benchmarking Postmerger Integration of Internal Control: A Sample Guidesheet
Notes
Integrating Compensation Plans
Introduction
Postmerger Compensation Basics
Planning Pay Integration: A Strategic Overview
Merging Benefit Plans
Disclosure and Trading Rules
International Considerations
Pay for Performance
Notes
Integrating and Enhancing Technology and Innovation
Introduction
Postacquisition Knowledge Management
Integrating Technologies: The Big Picture
Integrating Systems for Research and Development (R&D)
Valuing and Combining Patents and Trade Secrets
International Considerations
IT Buzzwords for the Twenty-First Century
Integration Planning Worksheets
Integration Planning Worksheet for IT
Information Security Program Elements
Notes
Integrating Corporate Responsibilities-Fulfilling Stakeholder Commitments
Introduction and Acknowledgments
Fulfilling Commitments to Customers and Suppliers
Introduction
Commitments to Customers
Legal Aspects of Customer Relations
Postmerger Pricing
Postmerger Quality Management
Continuity for Customers
Commitments to Suppliers
Legal Aspects of Supplier Relations
Key Supplier Issue: Postmerger Outsourcing
Continuity for Suppliers
Technological Considerations for Customers and Suppliers
International Considerations
Notes
Fulfilling Commitments to Shareholders, Bondholders, and Lenders
Introduction
Commitments to Shareholders
Owners/Investors
Building Shareholder Value
Postmerger Returns
Legal Aspects of Shareholder Relations
Commitments to Bondholders
Bondholders
Commitments to Lenders
Lenders
International Considerations
Simple Formulas for Calculating Shareholder Value
Notes
Fulfilling Commitments to Employees and Communities
Introduction
Commitments to Employees
The Context for Commitments
Commitments to Communities
International Considerations
Notes
Appendixes
Acquisition Process Overview
Sample "Assets" Checklist of Resources, Processes, and Responsibilities
Pairwise Comparison
Sample Integration Planning Process (as shown in Table 3-1)
Sample Press Releases
Screen Shots from an M&A Planning "Cockpit"
Baldrige Self-Analysis Worksheet for Quality Assessment (optional)
Index
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