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Mergers, Acquisitions, and Other Restructuring Activities

ISBN-10: 0123854873
ISBN-13: 9780123854872
Edition: 7th 2013
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Description: Mergers, acquisitions, and restructuring transactions reveal the inner workings of our economy. Every student and professional should understand their parts, what they are intended to accomplish, and what their competitive, strategic, and value  More...

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Book details

List price: $99.95
Edition: 7th
Copyright year: 2013
Publisher: Elsevier Science & Technology Books
Publication date: 10/28/2013
Binding: Hardcover
Pages: 768
Size: 7.50" wide x 9.25" long x 2.00" tall
Weight: 4.136

Mergers, acquisitions, and restructuring transactions reveal the inner workings of our economy. Every student and professional should understand their parts, what they are intended to accomplish, and what their competitive, strategic, and value consequences are. In the 7e of Mergers, Acquisitions, and Other Restructuring Activities, Donald DePamphilis looks into the heart of current economic trends. He includes a new chapter on the ways deals are financed, and more than 85% of the 54 integrative case studies are new and involve transactions that have been announced or completed since 2010. This new edition anchors its insights and conclusions in the most recent academic research, with references to more than 170 empirical studies published in leading peer-reviewed journals since 2010. Practical exhibits, case studies involving diverse transactions, easy-to-understand numerical examples, and hundreds of discussion questions and practical exercises are included. This substantially updated content, supplemented by questions from CFA Institute examinations, offers the only comprehensive exploration of today's business transactions. Includes up-to-date and notable transactions (Facebook's takeover of Instagram and Linkedin's IPO) and regulations (Dodd-Frank Act of 2010 and JOBS Act of 2012)Covers recent trends (emerging country acquirers in global M&As) and tactics ("top-up" options and "cash-rich" split-offs) Additional content available online

Contents of the Companion Website
Preface to the Seventh Edition
Acknowledgments
About the Author
The Mergers and Acquisitions Environment
An Introduction to Mergers, Acquisitions, and Other Restructuring Activities
Inside M&A: Brand Management-V.F. Corp. Buys Timberland
Chapter Overview
Why Mergers and Acquisitions Happen
Historical Developments in Mergers and Acquisitions
Understanding Corporate Restructuring Activities
Alternative Takeover Strategies
The Role of Holding Companies in Mergers and Acquisitions
The Role of Employee Stock Ownership Plans (ESOPs) in Mergers and Acquisitions
Business Alliances as Alternatives to Mergers and Acquisitions
Participants in the Mergers and Acquisitions Process
The Implications of Mergers and Acquisitions for Shareholders, Bondholders, and Society
Some Things to Remember
Discussion Questions
Questions from the CFA Curriculum
The Regulatory Environment
Inside M&A: AT&T/T-Mobile Deal Short-Circuited by Regulators
Chapter Overview
Understanding Federal Securities Laws
Understanding Antitrust Legislation
The Implications for M&A of the Dodd-Frank Wall Street Reform and Consumer
Protection Act
State Regulations Affecting Mergers and Acquisitions
Restrictions on Direct Foreign Investment in the United States
The U.S. Foreign Corrupt Practices Act
Fair Disclosure (Regulation FD)
Specific Industry Regulations
Environmental Laws
Labor and Benefit Laws
Cross-Border Transactions
Some Things to Remember
Discussion Questions
Questions from the CFA Curriculum
The Corporate Takeover Market
Inside M&A: Linkedln IPO Raises
Governance Issues
Chapter Overview
Corporate Governance
Understanding Alternative Takeover Tactics
What Makes the Aggressive Approach Successful?
Other Tactical Considerations
Developing a Bidding Strategy
Understanding Alternative Takeover Defenses
The Impact of Takeover Defenses on Shareholder Value
Some Things to Remember
Discussion Questions
Questions from the CFA Curriculum
The Mergers and Acquisitions Process: Phases
Planning: Developing Business and Acquisition Plans
Inside M&A: From a Social Media Darling to an Afterthought-The Demise of Myspace
Chapter Overview
The Role of Planning in Mergers and Acquisitions
The Merger and Acquisition Process
Phase 1: Building the Business Plan
The Business Plan as a Communication Document
Phase 2: Building the Merger-Acquisition Implementation Plan
Some things to Remember
Discussion Questions
Questions from the CFA Curriculum
Implementation: Search Through Closing
Inside M&A: Sony's Strategic Missteps
Chapter Overview
Phase 3: The Search Process
Phase 4: The Screening Process
Phase 5: First Contact
Phase 6: Negotiation
Phase 7: Developing the Integration Plan
Phase 8: Closing
Phase 9: Implementing Postclosing Integration
Phase 10: Conducting a Postclosing Evaluation
Some Things to Remember
Discussion Questions
Questions from the CFA Curriculum
Postclosing Integration: Mergers, Acquisitions, and Business Alliances
Inside M&A: the Challenges of Integrating United and Continental Airlines
Chapter Overview
The Role of Integration in Successful Mergers and Acquisitions
Integration is A Process, not an Event
Integrating Business Alliances
Some Things to Remember
Discussion Questions
Mergers and Acquisitions Valuation and Modeling
Mergers and Acquisitions Cash Flow Valuation Basics
Inside M&A: Valuation Methodologies and Fairness Opinion Letters
Chapter Overview
Estimating Required Financial Returns
Risk Assessment
Calculating Free Cash Flows
Applying Discounted Cash Flow Methods
Using the Enterprise Method to Estimate Equity Value
Valuing Nonoperating Assets
Pulling It All Together
Some Things to Remember
Discussion Questions
Questions from the CFA Curriculum
Practice Prolems and Answers
Relative, Asset-Oriented, and Real-Option Valuation Basics
Inside M&A: Bristol-Myers Squibb Places a Big Bet on Inhibitex
Chapter Overview
Relative-Valuation Methods
Asset-Oriented Methods
The Weighted-Average Valuation Method
Adjusting Valuation Estimates for Purchase Price Premiums
Real-Options Analysis
Determining When to Use the Different Approaches to Valuation
Some Things to Remember
Discussion Questions
Questions from the CFA Curriculum
Practice Problems and Answers
Applying Financial Models
Inside M&A: HP Buys EDS-The Role of Financial Models in Decision Making
Chapter Overview
Limitations of Financial Data
The Model-Building Process
Assessing Impact of M&A's on Postacquisition Earnings Per Share
Some Things to Remember
Discussion Questions
Questions from the CFA Curriculum
Practice Problems and Answers
Analysis and Valuation of Privately Held Firms
Inside M&A: Taking Advantage of a "Cupcake Bubble"
Chapter Overview
What are Privately Held Companies?
Governance Issues
Challenges of Valuing Privately Held Companies
Process for Valuing Privately Held Businesses
Step 1: Adjusting Financial Statements
Step 2: Applying Valuation Methodologies to Privately Held Companies
Step 3: Developing Discount Rates
Step 4: Applying Control Premiums, Liquidity, and Minority Discounts
Reverse Mergers
Using Leveraged Employee Stock Ownership Plans (ESOPs) to Buy Private Companies
Empirical Studies of Shareholder Returns
Some Things to Remember
Discussion Questions
Questions from the CFA Curriculum
Practice Problems and Answers
Deal-Structuring and Financing Strategies
Structuring the Deal
Inside M&A: Illustrating How Deal Structure Affects Value-The Facebook/Instagram Deal
Chapter Overview
The Deal-Structuring Process
Form of Acquisition Vehicle and Postclosing Organization
Legal Form of the Selling Entity
Form of Payment
Managing Risk and Reaching Consensus on Purchase Price
Constructing Collar Arrangements
Form of Acquisition
Some Things to Remember
Discussion Questions
Structuring the Deal
Inside M&A: Johnson & Johnson Uses Financial Engineering to Acquire Synthes Corporation
Chapter Overview
Alternative Tax Structures
Taxable Transactions
Tax-Free Transactions
Other Tax Considerations Affecting Corporate Restructuring
Financial Reporting of Business Combinations
Impact of Purchase Accounting on Business Combinations
Recapitalization ("Recap") Accounting
Some Things to Remember
Discussion Questions
Questions from the CFA Curriculum
Practice Problems and Answers
Financing the Deal
Inside M&A: Lessons from Pep Boys' Aborted Attempt to Go Private
Chapter Overview
How are M&A Transactions Commonly Financed?
What is the Role of Private Equity, Hedge, and Venture Capital Funds in Deal Financing?
Leveraged Buyouts as Financing Strategies
What Factors are Critical to Successful LBOs?
How do LBOs Create Value?
Common LBO Deal and Capital Structures
Some Things to Remember
Discussion Questions
Questions from the CFA Curriculum
Highly Leveraged Transactions
Inside M&A: Kinder Morgan's Takeover of El Paso Raises Ethical Questions
Chapter Overview
How are LBOs Valued?
LBO Valuation and Structuring Model Basics
Some Things to Remember
Discussion Questions
Questions from the CFA Curriculum
Practice Problems
Alternative Business and Restructuring Strategies
Business Alliances
Inside M&A: Exxon-Mobil and Russia's Rosneft Create Arctic Oil and Gas Exploration Joint Venture
Chapter Overview
Motivations for Business Alliances
What Makes Business Alliances Successful?
Alternative Legal Forms of Business Alliances
Strategic and Operational Plans
Resolving Business Alliance Deal-Structuring Issues
Empirical Findings
Some Things to Remember
Discussion Questions
Alternative Exit and Restructuring Strategies
Inside M&A: The Warner Music Group is Sold at Auction
Chapter Overview
Why do Firms Exit Businesses?
Divestitures
Spin-Offs
Equity Carve-Outs
Split-Offs and Split-Ups
Tracking Stocks, Target Stocks, and Letter Stocks
Comparing Alternative Exit and Restructuring Strategies
Choosing Among Divestiture, Carve-Out, and Spin-Off Restructuring Strategies
Determinants of Returns to Shareholders Resulting from Restructuring Strategies
Some Things to Remember
Discussion Questions
Alternative Exit and Restructuring Strategies
Inside M&A: Photography Icon Kodak Declares Bankruptcy, a Victim of Creative Destruction
Chapter Overview
Business Failure
Voluntary Settlements Outside of Bankruptcy
Reorganization and Liquidation in Bankruptcy
Alternative Options for Failing Firms
Failing Firms and Systemic Risk
Predicting Corporate Default and Bankruptcy
Valuing Distressed Businesses
Empirical Studies of Financial Distress
Some Things to Remember
Discussion Questions
Questions from the CFA Curriculum
Cross-Border Mergers and Acquisitions
Inside M&A: Sabmiller Acquires Australia's Foster's Beer
Chapter Overview
Globally Integrated Markets Versus Segmented Capital Markets
Motives for International Expansion
Common International Market Entry Strategies
Structuring Cross-Border Deals
Financing Cross-Border Deals
Planning and Implementing Cross-Border Transactions in Emerging Countries
How are Cross-Border Transactions Valued?
Empirical Studies of Cross-Border Transactions
Some Things to Remember
Discussion Questions
Questions from the CFA Curriculum
References
Glossary
Index

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