Mergers, Acquisitions, and Corporate Restructurings

The essential M&A primer, updated with the latest research and statistics

Mergers, Acquisitions, and Corporate Restructurings provides a comprehensive look at the field's growth and development, and places M&As in realistic context amidst changing trends, legislation, and global perspectives. All-inclusive coverage merges expert discussion with extensive graphs, research, and case studies to show how M&As can be used successfully, how each form works, and how they are governed by the laws of major countries. Strategies and motives are carefully analyzed alongside legalities each step of the way, and specific techniques are dissected to provide deep insight into real-world operations. This new seventh edition has been revised to improve clarity and approachability, and features the latest research and data to provide the most accurate assessment of the current M&A landscape. Ancillary materials include PowerPoint slides, a sample syllabus, and a test bank to facilitate training and streamline comprehension.

As the global economy slows, merger and acquisition activity is expected to increase. This book provides an M&A primer for business executives and financial managers seeking a deeper understanding of how corporate restructuring can work for their companies.

• Understand the many forms of M&As, and the laws that govern them

• Learn the offensive and defensive techniques used during hostile acquisitions

• Delve into the strategies and motives that inspire M&As

• Access the latest data, research, and case studies on private equity, ethics, corporate governance, and more

From large megadeals to various forms of downsizing, a full range of restructuring practices are currently being used to revitalize and supercharge companies around the world. Mergers, Acquisitions, and Corporate Restructurings is an essential resource for executives needing to quickly get up to date to plan their own company's next moves.

Autorentext

PATRICK A. GAUGHAN is President of Economatrix Research Associates, an economic and financial consulting firm. The firm specializes in the application of economics and finance to litigated matters. Dr. Gaughan also provides various consulting services in the field of mergers and acquisitions and valuation. Dr. Gaughan is also a Professor at the University of International Business and Economics in Beijing, China.

Klappentext
THE TIME-TESTED GUIDE TO MERGERS AND ACQUISITIONS, THOROUGHLY UPDATED WITH THE MOST CURRENT RESEARCH AND STATISTICS "The rapidly evolving nature of M&As requires constant updating. Every effort has been made to include recent developments occurring just before the publication date. We wish the reader an enjoyable and profitable trip through the world of M&As."—From the Preface by Patrick A. Gaughan Revised and updated to reflect the recent developments in mergers and acquisitions, the seventh edition of Mergers, Acquisitions, and Corporate Restructurings offers a practical and all-inclusive guide to the changing trends, legislations, and global perspectives. Written in clear terms and designed to be more approachable, the new edition features the latest research and data to provide the most accurate assessment of the current merger and acquisition landscape. In addition, ancillary materials include PowerPoint slides, a sample syllabus, and a test bank to facilitate training and streamline comprehension. Mergers, Acquisitions, and Corporate Restructurings is an essential resource for executives who are planning to enhance their organization's success.

Zusammenfassung
The essential M&A primer, updated with the latest research and statistics Mergers, Acquisitions, and Corporate Restructurings provides a comprehensive look at the field's growth and development, and places M&As in realistic context amidst changing trends, legislation, and global perspectives. All-inclusive coverage merges expert discussion with extensive graphs, research, and case studies to show how M&As can be used successfully, how each form works, and how they are governed by the laws of major countries. Strategies and motives are carefully analyzed alongside legalities each step of the way, and specific techniques are dissected to provide deep insight into real-world operations. This new seventh edition has been revised to improve clarity and approachability, and features the latest research and data to provide the most accurate assessment of the current M&A landscape. Ancillary materials include PowerPoint slides, a sample syllabus, and a test bank to facilitate training and streamline comprehension. As the global economy slows, merger and acquisition activity is expected to increase. This book provides an M&A primer for business executives and financial managers seeking a deeper understanding of how corporate restructuring can work for their companies.

• Understand the many forms of M&As, and the laws that govern them
• Learn the offensive and defensive techniques used during hostile acquisitions
• Delve into the strategies and motives that inspire M&As
• Access the latest data, research, and case studies on private equity, ethics, corporate governance, and more From large megadeals to various forms of downsizing, a full range of restructuring practices are currently being used to revitalize and supercharge companies around the world. Mergers, Acquisitions, and Corporate Restructurings is an essential resource for executives needing to quickly get up to date to plan their own company's next moves.

Inhalt
Preface xi

Part I: Background

Chapter 1: Introduction 3

Recent M&A Trends 3

Terminology 11

Valuing a Transaction 13

Types of Mergers 13

Merger Consideration 14

Merger Professionals 15

Merger Arbitrage 18

Leveraged Buyouts and the Private Equity Market 19

Corporate Restructuring 20

Merger Negotiations 21

Deal Structure: Asset versus Entity Deals 24

Merger Agreement 28

Merger Approval Procedures 29

Deal Closing 31

Short-Form Merger 31

Freezeouts and the Treatment of Minority Shareholders 32

Appraisal Arbitrage 33

Reverse Mergers 34

Chapter 2: History of Mergers 41

Merger Waves 41

First Wave, 18971904 43

Second Wave, 19161929 48

The 1940s 49

Third Wave, 19651969 49

Trendsetting Mergers of the 1970s 54

Fourth Wave, 19841989 59

Fifth Wave, 19922001 64

Sixth Wave, 20042007 68

Chapter 3: Legal Framework 71

Laws Governing Mergers, Acquisitions, and Tender Offers 72

Other U.S. Takeover Rules 85

Takeovers and International Securities Laws 86

U.S. State Corporation Laws and Legal Principles 96

State Antitakeover Laws 99

Regulation of Insider Trading 108

Antitrust Laws 110

Measuring Concentration and Defining Market Share 117

Example of the HH Index 118

European Competition Policy 121

Research Note: Event Studies Methodology 124

M&A Research: Event Studies 124

Chapter 4: Merger Strategy 127

Growth 127

Synergy 136

Operating Synergy 138

Diversification 146

Focus Hypothesis 151

Possible Explanation for the Diversification Discount 152

Do Diversified or Focused Firms Do Better Acquisitions? 156

Other Economic Motives 157

Hubris Hypothesis of Takeovers 168

Do Managerial Agendas Drive M&A? 171

Other Motives 176

Part II: Hostile Takeovers

Chapter 5: Antitakeover Measures 183

Management Entrenchment Hypothesis versus Stockholder Interests Hypothesis 184

Rights of Targets' Boards to Resist: United States Compared to the Rest of the World 185

Preventative Antitakeover Measures 186

Poison Pills 187

Corporate Charter Amendments 199

Changing the State of Incorporation 210

Active Antitakeover Defenses 211

Information Content of Takeover Resistance 234

Chapter 6: Takeover Tactics 237

Preliminary Takeover Steps 238

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