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