Discusses economic valuation, legal considerations, deal structure, ethics, accounting, post-merger integration, and more. This book blends material from practice and from academia in an easy-to-read style. It combines the best of academic thinking and business practice on one of the topics in all of business.

Autorentext

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.

Klappentext

"A well written and comprehensive journey into M&A...an 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 "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

Inhalt

Foreword. Preface. PART ONE: INTRODUCTION AND KEY THEMES. CHAPTER 1: Introduction and Executive Summary CHAPTER 2: Ethics in M&A CHAPTER 3: Does M&A Pay? PART TWO: STRATEGY AND THE ORIGINATION OF TRANSACTION PROPOSALS. CHAPTER 4: M&A Activity CHAPTER 5: Cross-Border M&A CHAPTER 6: Strategy and the Uses of M&A to Grow or Restructure the Firm CHAPTER 7: Acquisition Search and Deal Origination: Some Guiding Principles PART THREE: DILLGENCE, VALUATION, AND ACCOUNTING. CHAPTER 8: Due Diligence CHAPTER 9: Valuing Firms CHAPTER 10: Valuing Options CHAPTER 11: Valuing Synergies CHAPTER 12: Valuing the Firm across Borders CHAPTER 13: Valuing the Highly Levered Firm, Assessing the Highly Levered Transaction CHAPTER 14: Real Options and Their Impact on M&A CHAPTER 15: Valuing Liquidity and Control CHAPTER 16: Financial Accounting for Mergers and Acquisitions CHAPTER 17: Momentum Acquisition Strategies: An Illustration of Why Value Creation Is the Best Financial Criterion PART FOUR: DESIGN OF DETAILED TRANSACTION TERMS. CHAPTER 18: An Introduction to Deal Design in M & A. CHAPTER 19: Choosing the Form of Acquisitive Reorganization CHAPTER 20: Choosing the Form of Payment and Financing CHAPTER 21: Framework for Structuring the Terms of Exchange: Finding the "Win-Win" Deal CHAPTER 22: Structuring and Valuing Contingent Payments in M&A CHAPTER 23: Risk Management in M&A CHAPTER 24: Social Issues PART FIVE: RULES OF THE ROAD: GOVERNANCE, LAWS, AND REGULATIONS. CHAPTER 25: How a Negotiated Deal Takes Place CHAPTER 26: Governance in M&A: The Board of Directors and Shareholder Voting CHAPTER 27: Rules of the Road: Securities Law, Issuance Process, Disclosure, and Insider Trading CHAPTER 28: Rules of the Road: Antitrust Law CHAPTER 29: Documenting the M&A Deal PART SIX: COMPETITION, HOSTILITY, AND BEHAVIORAL EFFECTS IN M&A. CHAPTER 30: Negotiating the Deal CHAPTER 31: Auctions in M&A CHAPTER 32: Hostile Takeovers: Preparing a Bid in Light of Competition and Arbitrage CHAPTER 33: Takeover Attack and Defense CHAPTER 34: The Leveraged Restructuring as a Takeover Defense: The Case of American Standard PART SEVEN: Communication, Integration, and Best Practice. CHAPTER 35: Communicating the Deal: Gaining Mandates, Approvals, and Support CHAPTER 36: Framework for Postmerger Integration CHAPTER 37: Corporate Development as a Strategic Capability: The Approach of GE Power Systems CHAPTER 38: M&A "Best Practices": Some Lessons and Next Steps About the CD-ROM. References and Suggestions for Further Reading. Index.