Mergers What Can Go Wrong and How to Prevent It

ISBN-10: 0471419001
ISBN-13: 9780471419006
Edition: 2005
List price: $65.00 Buy it from $3.00
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Description: A powerful guide for seeking out the best acquisition and merger targets As increasingly more companies look to mergers and acquisitions (M&As) as a source of new growth and revenue, there is an even greater chance that these M&As will go bad. This  More...

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Book details

List price: $65.00
Copyright year: 2005
Publisher: John Wiley & Sons, Incorporated
Publication date: 4/28/2005
Binding: Hardcover
Pages: 356
Size: 6.25" wide x 9.25" long x 1.25" tall
Weight: 1.100
Language: English

A powerful guide for seeking out the best acquisition and merger targets As increasingly more companies look to mergers and acquisitions (M&As) as a source of new growth and revenue, there is an even greater chance that these M&As will go bad. This insightful guide focuses on one of the most often debated and key issues in mergers and acquisitions-why some deals fail miserably and why others prosper. It provides a complete road map for what potential buyers should look for when picking a target and what characteristics of sellers they should steer clear of, as well as pitfalls to avoid during the M&A process. Real-world examples are provided of high-profile failures-Quaker Oats, United Airlines, Sears, and Mattel-and high-profile successes-General Electric and Cisco. Patrick A. Gaughan (New York, NY) is President of Economatrix Research Associates and a professor of Economics and Finance at the College of Business, Fairleigh Dickinson University. He is actively engaged in the practice of business valuations for mergers and acquisitions, as well as other related applications.

Preface
Introduction to Mergers and Acquisitions
Background and Terminology
Merger Process
Economic Classifications of Mergers and Acquisitions
Regulatory Framework of Mergers and Acquisitions
Antitrust Laws
State Corporation Laws
Hostile Takeovers
Takeover Defense
Leveraged Transactions
Restructurings
Reasoning for Mergers and Acquisitions
Trends in Mergers
Conclusion
Case Study: Lessons from the Failures of the Fourth Merger Wave
Merger Strategy: Why Do Firms Merge? Growth
Examples of Growth as an Inappropriate Goal
Using M&As to Achieve Growth
M&As in a Slow-Growth Industry as a Way to Achieve Growth
Synergy
Merger Gains: Operating Synergy or Revenue Enhancements-Case of Banking Industry
Industry Clustering
Deregulation
Improved Management Hypothesis
Hubris Hypothesis of Takeovers
Winner's Curse and the Hubris Hypothesis
Cross-Industry Deals and Hubris
Diversification and CEO Compensation
Diversification that Does Seem to Work Better: Related Diversification
Merging to Achieve Greater Market Power
Do Firms Really Merge to Achieve Market Power?
Merging to Achieve the Benefits of Vertical Integration
Special Cases of Mergers Motivated by Specific Needs
Conclusion
Case Study: Vivendi
Merger Success Research
Criteria for Defining Merger Success Using Research Studies
Takeover Premiums and Control
Initial Comment on Merger Research Studies
Research Studies
Mergers of Equals: Acquirers versus Target Gains
Firm Size and Acquisition Gains
Long-Term Research Studies
Long- versus Short-Term Performance and Method of Payment
Bidder Long-Term Effects: Methods of Payment
Bidder's Performance Over the Fifth Merger Wave
Conclusion
Case Study: Montana Power-Moving into Unfamiliar Areas
Valuation and Overpaying
Valuation: Part Science and Part Art
Valuation: Buyer versus Seller's Perspective
Synergy, Valuation, and the Discount Rate
Financial Synergies and the Discount Rate
Toe Holds and Bidding Contests
Bidding Contest Protections
Overpaying and Fraudulent Seller Financials
Valuation and Hidden Costs
Postmerger Integration Costs-Hard Costs to Measure
Conclusion
Case Study: AOL Time Warner
Corporate Governance: Part of the Solution
Governance Failure
Regulatory Changes
Corporate Governance
Managerial Compensation and Firm Size
Managerial Compensation, Mergers, and Takeovers
Disciplinary Takeovers, Company Performance, and CEOs and Boards
Managerial and Director Voting Power and Takeovers
Shareholder Wealth Effects of Mergers and Acquisitions and Corporation Acquisition Decisions
Post-Acquisitions Performance and Executive Compensation
Lessons from the Hewlett-Packard-Compaq Merger: Shareholders Lose, CEOs Gain
CEO Power and Compensation
Do Boards Reward CEOs for Initiating Acquisitions and Mergers?
Corporate Governance and Mergers of Equals
Antitakeover Measures and Corporate Governance
Conclusion
Case Study: WorldCom
Reversing the Error: Sell-Offs and Other Restructurings
Divestitures
Decision: Retain or Sell Off
Spin-Offs
Involuntary Spin-Offs
Defensive Spin-Offs
Tax Benefits of Spin-Offs
Shareholder Wealth Effects of Sell-Offs

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