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Case Study
Preface
Part 1 Background 1
1 Introduction 3
Recent M&A Trends 3
Definitions 12
Valuing a Transaction 13
Types of Mergers 13
Reasons for Mergers and Acquisitions 14
Merger Consideration 15
Merger Professionals 16
Merger Arbitrage 19
Leveraged Buyouts and the Private Equity Market 20
Corporate Restructing 21
Merger Negotiations 21
Structuring the Deal 24
Merger Agreement 24
Merger Approval Procedures 25
Deal Closing 26
Short-Form Merger 26
Freezeouts and the Treatment of Minority Shareholders 27
Purchase of Assets Compared with Purchase of Stock 27
Assumption of the Seller's Liabilities 28
Advantages of Asset Acquisitions 28
Asset Selloffs 28
Reverse Mergers 29
Holding Companies 33
2 History of Mergers 35
Merger Waves 35
What Causes Merger Waves? 36
First Wave, 1897-1904 36
Second Wave, 1916-1929 42
The 1940s 44
Third Wave, 1965-1969 44
Trendsetting Mergers of the 1970s 51
Fourth Wave, 1984-1989 57
Fifth Wave 63
Sixth Merger Wave 71
Summary 73
3 Legal Framework 74
Laws Governing Mergers, Acquisitions, and Tender Offers 75
Other Specific Takeover Rules in the United States 86
International Securities Laws Relating to Takeovers 88
Business Judgment Rule 95
State Antitakeover Laws 97
Regulation of Insider Trading 104
Antitrust Laws 107
Recent Trends in Antitrust Enforcement in the United States 114
Measuring Concentration and Defining Market Share 116
European Competition Policy 120
Antitrust Remedies 122
Summary 123
4 Merger Strategy 125
Growth 125
Synergy 132
Operating Synergy 134
Diversification 146
Other Economic Motives 156
Hubris Hypothesis of Takeovers 168
Other Motives 174
Summary 179
Part 2 Hostile Takeovers 181
5 Antitakeover Measures 183
Management Entrenchment Hypothesis versus Stockholder Interests Hypothesis 184
Preventative Antitakeover Measures 185
Changing the State of Incorporation 206
Active Antitakeover Defenses 206
Information Content of Takeover Resistance 240
Summary 241
6 Takeover Tactics 243
Preliminary Takeover Steps 245
Tender Offers 250
Open Market Purchases and Street Sweeps 267
Advantages of Tender Offers Over Open Market Purchases 269
Arbitrage and the Downward Price Pressures around M&A Announcements 271
Proxy Fights 271
Hedge Funds as Activist Investors 286
Summary 288
Part 3 Going-Private Transactions and Leveraged Buyouts 291
7 Leveraged Buyouts 293
Terminology 293
Historical Trends in LBOs 293
Costs of Being a Public Company 302
Management Buyouts 304
Conflicts of Interest in Management Buyouts 307
U.S. Courts' Position on Leveraged Buyouts Conflicts 307
Financing for Leveraged Buyouts 316
Returns to Stockholders From LBOs 321
Returns to Stockholders From Divisional Buyouts 322
Empirical Research on Wealth Transfer Effects 329
Protection for Creditors 329
Summary 333
8 Topics in Going-Private Transactions 335
Private Equity Market 335
Junk Bonds' Financing of Takeovers 344
Stapled Financing 361
Securitization and M&A Financing 362
Summary 364
9 Employee Stock Ownership Plans 366
Historical Growth of ESOPs 366
Types of Plans 367
Characteristics of ESOPs 368
Leveraged versus Unleveraged ESOPs 369
Corporate Finance Uses of ESOPs 369
Voting of ESOP Shares 371
Cash Flow Implications 371
Valuation of Stock Contributed into an ESOP 372
Eligibility of ESOPs 372
Put Options of ESOPs 372
Dividends Paid 373
ESOPs versus a Public Offering of Stock 373
Employee Risk and ESOPs 375
Securities Laws and ESOPs 376
Tax Benefits of LESOPs 376
Balance Sheet Effects of ESOPs 377
Drawbacks of LESOPs 377
ESOPs and Corporate Performance 378
ESOPs as an Antitakeover Defense 381
ESOPs and Shareholder Wealth 382
ESOPs and LBOs 383
Summary 386
Part 4 Corporate Restructuring 387
10 Corporate Restructuring 389
Divestitures 391
Divestiture and Spinoff Process 402
Wealth Effects of Selloffs 410
Equity Carve-Outs 424
Voluntary Liquidations or Butups 428
Tracking Stocks 430
Master Limited Partnerships and Selloffs 431
Summary 433
11 Restructuring in Bankruptcy 435
Types of Business Failure 435
Causes of Business Failure 437
Bankruptcy Trends 440
U.S. Bankruptcy Laws 446
Reorganization Versus Liquidation 447
Reorganization Process 448
Benefits of the Chapter 11 Process for the Debtor 454
Prepackaged Bankruptcy 457
Workouts 460
Corporate Control and Default 465
Liquidation 465
Bankruptcy Fire Sales 466
Investing in the Securities of Distressed Companies 467
Summary 471
12 Corporate Governance 473
Failed Corporate Governance: Accounting Scandals 473
Sarbanes-Oxley Act 475
Other Regulatory Changes 477
Corporate Governance 477
Golden Parachutes 487
Managerial Compensation, Mergers, and Takeovers 490
CEO Compensation and Power 492
Compensation Characteristics of Boards That Are More Likely to Keep Agency Costs in Check 494
Role of the Board of Directors 495
Interlocking Boards 496
Independence of Directors 497
Regulatory Standards for Directors 503
Antitakeover Measures and Board Characteristics 504
Disciplinary Takeovers, Company Performance, CEOs, and Boards 506
Merger Strategy and Corporate Governance 507
Do Boards Reward CEOs for Initiating Acquisitions and Mergers? 507
CEO Compensation and Diversification Strategies 509
Agency Costs and Diversification Strategies 509
Interests of Directors and M&As 510
Managerial Compensation and Firm Size 511
Corporate Control Decisions and Their Shareholder Wealth Effects 512
Does Better Corporate Governance Increase Firm Value? 513
Corporate Governance and Competition 514
Executive Compensation and Postacquisition Performance 514
Mergers of Equals and Corporate Governance 515
Summary 522
13 Joint Ventures and Strategic Alliances 523
Contractual Agreements 523
Comparing Strategic Alliances and Joint Ventures with Mergers and Acquisitions 524
Joint Ventures 524
Strategic Alliances 530
Summary 537
14 Valuation 538
Valuation Methods: Science or Art? 540
Managing Value as an Antitakeover Defense 540
Benchmarks of Value 541
How the Market Determines Discount Rates 553
Valuation of the Target's Equity 562
Takeovers and Control Premiums 564
Marketability of the Stock 566
Valuation of Stock-for-Stock Exchanges 575
Trends in Cash versus Stock Percentage of Takeover Financing 576
Shareholder Wealth Effects and Methods of Payment 580
Exchange Ratio 586
Fixed Number of Shares versus Fixed Value 593
Adjusting Stock Offers for the Effects of Stock Options and Convertible Securities 593
International Takeovers and Stock-for-Stock Transactions 593
Desirable Financial Characteristics of Targets 594
Summary 602
Appendix 603
15 Tax Issues 607
Financial Accounting For M&As 607
Taxable Versus Tax-Free Transactions 608
Tax Consequences of a Stock-For-Stock Exchange 610
Asset Basis Step-Up 613
Changes in The Tax Laws 614
Role of Taxes in The Merger Decision 616
Role of Taxes in the Choice Selloff Method 617
Organizational Form and M&A Premiums 617
Capital Structure And Propensity to Engage in Acquisitions 618
Leverage and Deal Structure 618
Taxes as a Sources of Value in Management Buyouts 619
Miscellaneous Tax Issues 620
Summary 621
Glossary 623
Index 631
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Add Mergers, Acquisitions, and Corporate Restructurings, The business of mergers and acquisitions (M&A) is one that is ever present in the corporate world. Despite the global recession, the subprime crisis, and the credit slump, it's evident that, as the economy expands, M&A expand right along with it,, Mergers, Acquisitions, and Corporate Restructurings to the inventory that you are selling on WonderClubX
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Add Mergers, Acquisitions, and Corporate Restructurings, The business of mergers and acquisitions (M&A) is one that is ever present in the corporate world. Despite the global recession, the subprime crisis, and the credit slump, it's evident that, as the economy expands, M&A expand right along with it,, Mergers, Acquisitions, and Corporate Restructurings to your collection on WonderClub |