Applied Mergers and Acquisitions

ISBN-10: 0471395056

ISBN-13: 9780471395058

Edition: 2004

Authors: Robert F. Bruner, Joseph R. Perella

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"A well written and comprehensive journey into M& essential reference for any M&A practitioner...this isn't just a book about great thoughts and process, but rather how to turn insight into deals, and deals into lasting value." -From the Foreword by Joseph R. Perella Chairman, Institutional Securities and Investment Banking Group, Morgan Stanley "Bob Bruner's Applied Mergers and Acquisitions is a masterful and comprehensive treatment of the topic of M&A. The book is remarkably complete, discussing economic valuation, legal considerations, deal structure, ethics, accounting, post-merger integration-and more. It blends material from practice and from academia in an easy-to-read style, making it a must-read, and want-to-read, for anyone interested in this subject." -Peter Tufano Sylvan C. Coleman Professor of Financial Management, Harvard Business School "Preeminent scholar Robert Bruner has combined the best insights from theory with proven lessons from industry to produce the definitive resource on mergers and acquisitions. Bruner's renowned teaching skills and keen intellect are evident throughout, rendering a must-read for finance students, investors, and corporate executives into a remarkably enjoyable read." -Mark Kritzman Managing Partner, Windham Capital Management Boston and Research Director, The Research Foundation of the Association for Investment Management and Research (AIMR) "How many books really succeed in teaching M&A practitioners to distinguish among deals that should be avoided, deals that are promising but can't be executed by the teams involved, and deals where significant value can be achieved? We should start the count with Bruner's Applied Mergers and Acquisitions. Bruner is the ultimate teacher for practitioners who want to improve performance." -Edward A. Snyder Dean and George Pratt Shultz Professor of Economics University of Chicago Graduate School of Business "Bob Bruner has achieved the impossible: covering in one book all relevant economic, financial, accounting, legal, and tax aspects of mergers and acquisitions and illustrating each concept with case studies. Impressive!" -Theo Vermaelen Professor of Finance, INSEAD "Bob Bruner's book combines the best of academic thinking and business practice on one of the most fascinating and challenging topics in all of business. The area of mergers and acquisitions stretches executives and scholars to consider the whole realm of management practice-from strategy, to finance, to law, to negotiations, to integration planning, to human behavior." -Robert S. Harris Dean, Darden Graduate School of Business Administration, University of Virginia
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Book details

List price: $100.00
Copyright year: 2004
Publisher: John Wiley & Sons, Incorporated
Publication date: 3/26/2004
Binding: Hardcover
Pages: 1056
Size: 7.00" wide x 10.50" long x 1.50" tall
Weight: 4.246
Language: English

ROBERT F. BRUNER is the Distinguished Professor of Business Administration at the Darden School of the University of Virginia and Executive Director of the Batten Institute. He directs the Darden School's executive education course on mergers and acquisitions, and teaches the popular MBA elective on that topic. He is the author of over 250 case studies and a casebook, Case Studies in Finance: Managing for Corporate Value Creation, which has been adopted for use at over 200 schools. Bruner's articles have been published in the Journal of Financial Economics, the Journal of Accounting and Economics, the Journal of Financial and Quantitative Analysis, the Journal of Money, Credit, and Banking, and Financial Management. He has served as a consultant to over twenty corporations as well as to the U.S. Government, and prior to his academic career, worked as a commercial banker and venture capitalist. Bruner holds a BA from Yale University, and an MBA and DBA from Harvard University.

Introduction And Key Themes.
Introduction and Executive Summary
"How Can My Team Do Better Than the Averages?" A Framework for A Success. Seven New Big Ideas Worthy of the Best Practitioners
Ethics in M&A
Why Should One Care? In Whose Interests? What Is Good?-Consequences, Duties, Virtues. Promoting Ethical Behavior. Greenmail Case: Walt Disney, 1984
Does M&A Pay?
The Measurement of M&A Profitability: Better Than What? Findings Based on the Analysis of Returns to Shareholders. Findings Based on the Analysis of Reported Financial Performance. Findings about the Drivers of Profitability. Findings from Surveys of Executives. Findings from Clinical Studies
Strategy And The Origination Of Transaction Proposals.
M&A Activity
M&A Activity Appears in Waves. Explanations of M&A Activity. "Creative Destruction" as the Driver of M&A Activity. The Many Forms of Economic Turbulence, and Where to Look for It. Turbulence Drives M&A Activities and Opportunities
Cross-Border M&A
Cross-Border M&A Activity. M&A within Regions and Trading Blocs. Drivers of and Returns from Cross-Border M&A. Strategic Analysis of Countries: Getting a "View."
Strategy and the Uses of M&A to Grow or Restructure the Firm
Setting Strategy. Expansion by Inorganic Growth. Restructuring, Redeployment, and Sale. Choosing a Path. Does It Pay to Diversify or Focus the Firm?
Acquisition Search and Deal Origination: Some Guiding Principles
Eight Principles of Acquisition Search. Case Study: Kestrel Ventures LLC
Dillgence, Valuation, And Accounting.
Due Diligence
The Concept of Due Diligence. Principles and Strategies. Timing, Team, and Outputs. The Target's View: The Data Room and Its Pressures. Focus on Knowledge. Excellence in Due Diligence
Valuing Firms
Rule #1: Think Like an Investor. Rule #2: Intrinsic Value Is Unobservable; We Can Only Estimate It. Rule #3: An Opportunity to Create Value Exists Where Price and Intrinsic Value Differ. Rule #4: So Many Estimators, So Little Time-It Helps to "Have a View." Rule #5: Exercise Estimators of Intrinsic Value to Find Key Value Drivers and Bets. Rule #6: Think Critically; Triangulate Carefully. Rule #7: Focus on Process, Not Product. Rule #8: When in Doubt, see Rule #1. Valuation Case: Chrysler Corporation, March 1998
Valuing Options
Option Basics. Option Theory. Option Applications. A Practical Guide to Financial Option Valuation, with Some Important Caveats
Valuing Synergies
The Concept of Synergy. Synergy Estimates Must Be a Central Focus of M&A Analysis. A Framework for Synergy Analysis. Estimating Synergy Value, with Examples. Synergies in the Daimler/Chrysler Merger. Rules of Thumb
Valuing the Firm across Borders
How Borders Affect M&A Valuation. Strategy for DCF Approach: Home versus Foreign Valuation. Adjusting Cash Flows. Estimating the Discount Rate. Recapitulation: Valuation Process with Adjusted CAPM. Valuation Cases across Borders
Valuing the Highly Levered Firm, Assessing the Highly Levered Transaction
The World of Highly Levered Firms. The Effect of Leverage on Firm Value. The "Whole Deal" Approach. A Case in Leveraged Recapitalization: Koppers Company. LBO Case: MediMedia International, Ltd. LBO Case #2: Revco Drug Stores
Real Options and Their Impact on M&A
Types of Real Options. Where Real Options Appear in M&A. Why Not Value Everything as an Option? How to Assess the Impact of Real Options. Four Mini-Cases in the Analysis of Real Options
Valuing Liquidity and Control
Adjusting Values for Discounts and Premiums. Where Do Illiquidity Discounts Come From? Where Do Control Premiums Come From? Interaction of Liquidity and Control. Case Study: Volvo/Renault, 1993
Financial Accounting for Mergers and Acquisitions
Overview of Purchase Accounting. How to Interpret Reported Financial Results from a Business Combination. Linkage among Accounting Choices, Form of Payment, Financing, and Price. Dangers of Earnings Management
Momentum Acquisition Strategies: An Illustration of Why Value Creation Is the Best Financial Criterion
Four Cautionary Tales. Momentum Acquisition Strategies. The Arguments for and against Momentum Acquiring. Value Creation Is the Best Criterion for Evaluating Acquisition Strategies. Momentum versus Value Strategies
An Introduction to Deal Design in M & A
Deal Structures Are Solutions to Economic Problems. Possible Desirables in Designing a Deal. Design Leads to Results. Each Deal Is a System: The "Whole Deal" Perspective. Some Implications for the Deal Designer
Choosing the Form of Acquisitive Reorganization
Five Key Concerns for the Deal Designer. Deals That Are Immediately Taxable to the Selling Shareholders. Deals That Defer Tax to the Selling Shareholders
Choosing the Form of Payment and Financing
Patterns and Trends in Form of Payment. Does Form of Payment Matter? Considerations in Selecting the Form of Payment. Assessing the Financing Aspects of a Deal
Framework for Structuring the Terms of Exchange: Finding the "Win-Win" Deal
A Model for Critically Assessing Exchange Ratios. Uses and Illustration of the Model. Extension to Cash-for-Stock Deals. Choosing Exchange Ratio Targets in the "Win-Win" Zone
Structuring and Valuing Contingent Payments in M&A
Contingent Payments in M&A. Earnouts Can Be Useful; But If So, Why Aren't They Ubiquitous? Earnouts Are Options on Future Performance. Structuring an Earnout. Tax and Accounting Considerations. A Generic Approach to Valuing Earnout Instruments. The Eli Lilly Case. Proposing and Negotiating an Earnout and Other Contingent Payments
Risk Management in M&A
Value at Risk When a Deal Fails. Transaction Risk: Types and Sources. Types of Risk Management. Collars and Their Analysis. Contingent Value Rights Case. Staged Acquiring Case. Where and When to Manage Risk
Social Issues
The Importance of Social Issues in M&A. Survey of Social Issues. Impact of Social Issues on Attractiveness of the Deal. Case Studies in the Role of Social Issues
How a Negotiated Deal Takes Place
The Deal Shaping Process. Risks: How the Process Can Get Derailed. Transaction Planning and Preparation. Initiating Discussions. First-Round Documents. The Definitive Agreement. Disclosures to Investors and Regulators. Gaining Approval. Case Study: Daimler-Benz and Chrysler
Governance in M&A: The Board of Directors and Shareholder Voting
Governing Well Is Hard to Do. Good Governance Pays. How Shareholders Rule. Fiduciary Duties of Target Directors in Considering M&A. Preparing for the Board's Review of a Deal. How Can Firms Be Governed Better?
Rules of the Road: Securities Law, Issuance Process, Disclosure, and Insider Trading
Overview of Key Securities Laws and Rules. International Law Comparison. Disclosures. Insider Trading. Observance of Deal Process
Rules of the Road: Antitrust Law
Antitrust Law: History and Motives. How Antitrust Regulators and Laws Affect M&A. U.S. Antitrust Merger Guidelines. Premerger Review Process in the United States. Antitrust Regulation of M&A in the European Union. Critical Perspectives on Antitrust Policy
Documenting the M&A Deal
First-Round Documents. Definitive Agreement. Merger Proxy Statement and Prospectus
Negotiating the Deal
The Relevance of Negotiation Process. Behavioral Finance. Influencing Bargaining Outcomes: An Overview of the Challenge. How to Prepare for a Negotiation. Managing the Negotiation Process Proactively
Auctions in M&A
Auction Structures and Motives. Advantages and Disadvantages of Auctions. Auctions in Practice: The Case of RJR Nabisco. The "Winner's Curse" in M&A: Is It Real? Some Practical Advice to Sellers in Auctions
Hostile Takeovers: Preparing a Bid in Light of Competition and Arbitrage
Takeovers Are Games. A Profile of Hostile Takeovers. Beware of the Players, Both on the Field and Off. The Arb Is the Consummate Economic Actor. Interpreting Arbitrage Spreads. The Arb Assesses a Recapitalization Proposal in Terms of Blended Value. Government Constraints on the Game. Selling Shareholders Face a Prisoner's Dilemma. To Set a Bid Price: Think Like an Investor. The Game Has Implications for Design and Defense of Takeovers
Takeover Attack and Defense
The Prevalence of Antitakeover Defenses. Profile of the Target of a Hostile Bid. Optionality in Takeover Attack and Defense. Tactics of Takeover Attack. Tactics of Takeover Defense. Implications for the Practitioner
The Leveraged Restructuring as a Takeover Defense: The Case of American Standard
The American Standard Case. The Response. Of Parachutes, Pills, and Litigation. Restructuring Defenses. When Does a Restructuring Make Sense?
Communication, Integration, and Best Practice.
Communicating the Deal: Gaining Mandates, Approvals, and Support
Core Challenges to Effective Communication. Some Guiding Principles for Communicating the Deal. Presenting the "Concept Proposal." Communicating the Deal to the Board for Approval. Communicating with Employees. Announcing the Deal to the Public
Framework for Postmerger Integration
Integration Strategy. Implementation of Integration Strategy. The Case of Union Bank of Switzerland and Swiss Bank Corporation. Integration as Transformation
Corporate Development as a Strategic Capability: The Approach of GE Power Systems
Business Development at GE Power Systems. Deal Process at GE Power Systems. The M&A "Factory": Operationalizing Business Development. Implications for Best Practice
M&A "Best Practices": Some Lessons and Next Steps
Some Elements of M&A Best Practice. Where the Sidewalk Ends. Developing Best Practitioners. The End of It All
References and Suggestions for Further Reading
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