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Foreword | ||
Preface | ||
Pt. 1 | Introduction and Key Themes | 1 |
Ch. 1 | Introduction and Executive Summary | 3 |
Ch. 2 | Ethics in M&A | 13 |
Ch. 3 | Does M&A Pay? | 30 |
Pt. 2 | Strategy and the Origination of Transaction Proposals | 67 |
Ch. 4 | M&A Activity | 69 |
Ch. 5 | Cross-Border M&A | 98 |
Ch. 6 | Strategy and the Uses of M&A to Grow or Restructure the Firm | 123 |
Ch. 7 | Acquisition Search and Deal Origination: Some Guiding Principles | 183 |
Pt. 3 | Diligence, Valuation, and Accounting | 205 |
Ch. 8 | Due Diligence | 207 |
Ch. 9 | Valuing Firms | 247 |
Ch. 10 | Valuing Options | 296 |
Ch. 11 | Valuing Synergies | 325 |
Ch. 12 | Valuing the Firm across Borders | 348 |
Ch. 13 | Valuing the Highly Levered Firm, Assessing the Highly Levered Transaction | 393 |
Ch. 14 | Real Options and Their Impact on M&A | 424 |
Ch. 15 | Valuing Liquidity and Control | 455 |
Ch. 16 | Financial Accounting for Mergers and Acquisitions | 478 |
Ch. 17 | Momentum Acquisition Strategies: An Illustration of Why Value Creation Is the Best Financial Criterion | 511 |
Pt. 4 | Design of Detailed Transaction Terms | 529 |
Ch. 18 | An Introduction to Deal Design in M&A | 531 |
Ch. 19 | Choosing the Form of Acquisitive Reorganization | 547 |
Ch. 20 | Choosing the Form of Payment and Financing | 564 |
Ch. 21 | Framework for Structuring the Terms of Exchange: Finding the "Win-Win" Deal | 589 |
Ch. 22 | Structuring and Valuing Contingent Payments in M&A | 609 |
Ch. 23 | Risk Management in M&A | 636 |
Ch. 24 | Social Issues | 668 |
Pt. 5 | Rules of the Road: Governance, Laws, and Regulations | 683 |
Ch. 25 | How a Negotiated Deal Takes Place | 685 |
Ch. 26 | Governance in M&A: The Board of Directors and Shareholder Voting | 703 |
Ch. 27 | Rules of the Road: Securities Law, Issuance Process, Disclosure, and Insider Trading | 725 |
Ch. 28 | Rules of the Road: Antitrust Law | 742 |
Ch. 29 | Documenting the M&A Deal | 766 |
Pt. 6 | Competition, Hostility, and Behavioral Effects in M&A | 771 |
Ch. 30 | Negotiating the Deal | 773 |
Ch. 31 | Auctions in M&A | 790 |
Ch. 32 | Hostile Takeovers: Preparing a Bid in Light of Competition and Arbitrage | 804 |
Ch. 33 | Takeover Attack and Defense | 824 |
Ch. 34 | The Leveraged Restructuring as a Takeover Defense: The Case of American Standard | 856 |
Pt. 7 | Communication, Integration, and Best Practice | 877 |
Ch. 35 | Communicating the Deal: Gaining Mandates, Approvals, and Support | 879 |
Ch. 36 | Framework for Postmerger Integration | 891 |
Ch. 37 | Corporate Development as a Strategic Capability: The Approach of GE Power Systems | 914 |
Ch. 38 | M&A "Best Practices": Some Lessons and Next Steps | 926 |
About the CD-ROM | 939 | |
References and Suggestions for Further Reading | 945 | |
Index | 1001 |
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