Mergers, Acquisitions, and Corporate Restructurings

ISBN-10: 0470561963

ISBN-13: 9780470561966

Edition: 5th 2011

Authors: Patrick A. Gaughan

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Description:

Corporate restructurings are an indispensable tool in building a new generation of re-engineered companies with the power and resources to compete on a global playing field. Written from a practical and historical perspective, Mergers, Acquisitions, and Corporate Restructurings, Fourth Edition carefully analyzes the strategies and motives that inspire M&As, the laws and rules that govern the field, as well as the offensive and defensive techniques of hostile acquisitions.The tentative contents is: (1) Introduction; (2) History of Mergers; (3) Legal Framework; (4) Merger Strategy; (5) Antitakeover Measures; (6) Takeover Tactics; (7) Leveraged Buyouts; (8) Trends in the financing of takeovers and Going Private Transactions; (9) Employee Stock Ownership Plans; (10) Corporate Restructuring; (11) Restructuring in Bankruptcy; (12) Corporate Governance; (13) Joint Ventures and Strategic Alliances; (14) Valuation; and (15) Tax Issues.
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Book details

List price: $55.00
Edition: 5th
Copyright year: 2011
Publisher: John Wiley & Sons, Limited
Publication date: 11/9/2010
Binding: Hardcover
Pages: 672
Size: 7.25" wide x 10.25" long x 2.00" tall
Weight: 3.256
Language: English

Preface
Background
Introduction
Recent M&A Trends
Definitions
Valuing A Transaction
Types of Mergers
Reasons For Mergers And Acquisitions
Merger Financing
Merger Professionals
Merger Arbitrage
Leveraged Buyouts And The Private Equity Market
Corporate Restructuring
Merger Negotiations
Merger Agreement
Merger Approval Procedures
Short-Form Merger
Freezeouts And The Treatment of Minority Shareholders
Purchase of Assets Compared With Purchase of Stock
Structuring The Deal
Assumption of The Seller's Liabilities
Advantages of Asset Acquisitions
Asset Selloffs
Reverse Mergers
Holding Companies
History of Mergers
Merger Waves
What Causes Merger Waves?
First Wave, 1897-1904
Second Wave, 1916-1929
The 1940s
Third Wave, 1965-1969
Trendsetting Mergers of the 1970s
Fourth Wave, 1984-1989
Fifth Wave
Sixth Merger Wave
Summary
Legal Framework
Laws Governing Mergers, Acquisitions, And Tender Offers
Securities Laws
Other Specific Takeover Rules In The United States
International Securities Laws Relating To Takeovers
Business Judgment Rule
State Antitakeover Laws
Regulation of Insider Trading
Antitrust Laws
Recent Trends In Antitrust Enforcement In The United States
Measuring Concentration And Defining Market Share
European Competition Policy
Antitrust Remedies
Summary
Merger Strategy
Growth
Synergy
Operating Synergy
Diversification
Other Economic Motives
Hubris Hypothesis of Takeovers
Other Motives
Tax Motives
Summary
Hostile Takeovers
Antitakeover Measures
Management Entrenchment Hypothesis Versus Stockholder Interests Hypothesis
Preventative Antitakeover Measures
Changing The State of Incorporation
Active Antitakeover Defenses
Information Content of Takeover Resistance
Summary
Takeover Tactics
Preliminary Takeover Steps
Tender Offers
Open Market Purchases And Street Sweeps
Advantages of Tender Offers Over Open Market Purchases
Arbitrage And The Downward Price Pressures Around M&A Announcements
Proxy Fights
Hedge Funds As Activist Investors
Summary
Going Private Transactions And Leveraged Buyouts
Leveraged Buyouts
Terminology
Historical Trends In LBOS
Costs of Being A Public Company
Management Buyouts
Conflicts of Interest In Management Buyouts
U.S. Court's Position On Leveraged Buyouts Conflicts
Financing For Leveraged Buyouts
Returns To Stockholders From LBOS
Returns To Stockholders From Divisional Buyouts
Empirical Research On Wealth Transfer Effects
Protection For Creditors
Summary
Topics In Going Private Transactions
Private Equity Market
Junk Bonds Financing of Takeovers
Stapled Financing
Securitization And M&A Financing
Summary
Employee Stock Ownership Plans
Historical Growth of ESOPS
Types of Plans
Characteristics of ESOPS
Leveraged Versus Unleveraged ESOPS
Corporate Finance Uses of ESOPS
Voting of ESOP Shares
Cash Flow Implications
Valuation of Stock Contributed Into An ESOP
Eligibility of ESOPS
Put Options of ESOPS
Dividends Paid
ESOPS Versus A Public Offering of Stock
Employee Risk And ESOPS
Securities Laws And ESOPS
Tax Benefits of LESOPS
Balance Sheet Effects of ESOPS
Drawbacks of LESOPS
ESOPS And Corporate Performance
ESOPS As An Antitakeover Defense
ESOPS And Shareholder Wealth
ESOPS And LBOS
Summary
Corporate Restructuring
Corporate Restructuring
Divestitures
Divestiture And Spinoff Process
Wealth Effects of Selloffs
Equity Carve-Outs
Voluntary Liquidations Or Bustups
Tracking Stocks
Master Limited Partnerships And Selloffs
Summary
Restructuring In Bankruptcy
Types of Business Failure
Causes of Business Failure
Bankruptcy Trends
U.S. Bankruptcy Laws
Reorganization Versus Liquidation
Reorganization Process
Benefits of The Chapter 11 Process For The Debtor
Prepackaged Bankruptcy
Workouts
Corporate Control And Default
Liquidation
Investing In The Securities of Distressed Companies
Summary
Corporate Governance
Failed Corporate Governance: Accounting Scandals
Sarbanes-Oxley Act
Other Regulatory Changes
Corporate Governance
Golden Parachutes
Managerial Compensation, Mergers, and Takeovers
CEO Compensation and Power
Compensation Characteristics of Boards That Are More Likely to Keep Agency. Costs in Check
Role of the Board of Directors
Interlocking Boards
Independence of Directors
Regulatory Standards for Directors
Antitakeover Measures and Board Characteristics
Disciplinary Takeovers, Company Performance, CEOs, and Boards
Merger Strategy and Corporate Governance
Do Boards Reward CEOs for Initiating Acquisitions and Mergers?
CEO Compensation and Diversification Strategies
Agency Costs and Diversification Strategies
Interests of Directors and M&As
Managerial Compensation and Firm Size
Corporate Control Decisions and Their Shareholder Wealth Effects
Does Better Corporate Governance Increase Firm Value?
Executive Compensation and Postacquisition Performance
Mergers of Equals and Corporate Governance
Summary
Joint Ventures And Strategic Alliances
Contractual Agreements
Comparing Strategic Alliances And Joint Ventures With Mergers And Acquisitions
Joint Ventures
Governance of Strategic Alliances
Summary
Valuation
Valuation Methods: Science or Art?
Managing Value as an Antitakeover Defense
Benchmarks of Value
How the Market Determines Discount Rates
Valuation of the Target's Equity
Takeovers and Control Premiums
Marketability of the Stock
Valuation of Stock-for-Stock Exchanges
Trends in Cash versus Stock Percentage of Takeover Financing
Shareholder Wealth Effects and Methods of Payment
Exchange Ratio
Fixed Number of Shares versus Fixed Value
International Takeovers and Stock-for-Stock Transactions
Desirable Financial Characteristics of Targets
Summary
Appendix
Tax Issues
Financial Accounting For M&As
Taxable Versus Tax-Free Transactions
Tax Consequences of A Stock-For-Stock Exchange
Asset Basis Step-Up
Changes In The Tax Laws
Role of Taxes In The Merger Decision
Role of Taxes In The Choice Selloff Method
Organizational Form And M&A Premiums
Capital Structure And Propensity To Engage In Acquisitions
Leverage And Deal Structure
Taxes As A Source of Value In Management Buyouts
Miscellaneous Tax Issues
Summary
Glossary
About the Author
Index
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