The Art of Capital Restructuring Creating Shareholder Value through Mergers and Acquisitions

by Baker, H. Kent; Kiymaz, Halil

• ISBN13: 9780470569511
• ISBN10: 0470569514
• Edition: 1st
• Format: Hardcover
• Copyright: 2011-06-07
• Publisher: Wiley

Summary

The most up-to-date guide on making the right capital restructuring moves The Art of Capital Restructuring provides a fresh look at the current state of mergers, acquisitions, and corporate restructuring around the world. The dynamic nature of M&As requires an evolving understanding of the field, and this book considers several different forms of physical restructuring such as divestitures as well as financial restructuring, which refers to alterations in the capital structure of the firm. The Art of Capital Restructuring not only explains the financial aspects of these transactions but also examines legal, regulatory, tax, ethical, social, and behavioral considerations. In addition to this timely information, coverage also includes discussion of basic concepts, motives, strategies, and techniques as well as their application to increasingly complex, real-world situations. Emphasizes best practices that lead to M&A success Contains important and relevant research studies based on recent developments in the field Comprised of contributed chapters from both experienced professionals and academics, offering a variety of perspectives and a rich interplay of ideas Skillfully blending theory with practice, this book will put you in a better position to make the right decisions with regard to capital restructuring in todays dynamic business world.

Author Biography

H. Kent Baker, PhD, CFA, CMA, is University Professor of Finance and Kogod Research Professor at the Kogod School of Business at American University, Washington, D.C. He has published extensively in leading academic and professional finance journals including the Journal of Finance, Journal of Financial and Quantitative Analysis, Financial Management, Financial Analysts Journal, and Journal of Portfolio Management. He has also published more than a dozen books including several corporate finance textbooks. Recognized as one of the most prolific authors in finance during the past 50 years, Professor Baker has consulting and training experience with more than 100 organizations.

Halil Kiymaz is Bank of America Chair and Professor of Finance at the Crummer Graduate School of Business at Rollins College. He holds the Chartered Financial Analyst (CFA) designation and has served as a grader for the CFA Institute. Professor Kiymaz maintains an extensive research agenda focusing on everything from international M&As to the financial management of multinationals, and has published more than 50 articles in scholarly and practitioner journals. He is the recipient of several research awards, including the McGraw-Hill Irwin Best Paper Award and Outstanding Research Award at the Global Conference on Business and Finance.

Table of Contents

Acknowledgments	p. ix
Mergers, Acquisitions, and Corporate Restructuring: An Overview	p. 1
Background
Merger Waves	p. 17
Takeover Regulation	p. 39
Corporate Governance and M&As	p. 57
Ethical and Social Issues in M&As	p. 71
Theoretical Issues on Mergers, Acquisitions, and Divestitures	p. 87
The Short-Term and Long-Term Performance of M&As	p. 105
Valuation
Standard Valuation Methods for M&As	p. 127
Real Options and Their Impact on M&As	p. 151
The Law and Finance of Control Premiums and Minority Discounts	p. 169
Cross-Border Valuation Effects in Developed and Emerging Markets	p. 185
The M&A Deal Process
Sources of Financing and Means of Payment in M&As	p. 205
Cultural Due Diligence	p. 223
Negotiation Process, Bargaining Area, and Contingent Payments	p. 243
Merger Negotiations: Takeover Process, Selling Procedure, and Deal Initiation	p. 261
Postacquisition Planning and Integration	p. 281
Organizational and Human Resource Issues in M&As	p. 297
Takeovers and Behavioral Effects
Takeover Strategies	p. 323
Defensive Strategies in Takeovers	p. 339
The Impact of Restructuring on Bondholders	p. 359
Behavioral Effects in M&As	p. 385
Recapitalization and Restructuring
Financial Restructuring	p. 401
Going Private and Leveraged Buyouts	p. 419
International Takeovers and Restructuring	p. 437
Special Topics
Joint Ventures and Strategic Alliances: Alternatives to M&As	p. 461
Fairness Opinions in M&As	p. 483
How Initial Public Offerings Affect M&A Markets: The Dual Tracking Phenomenon	p. 495
The Diversification Discount	p. 511
Partial Acquisitions: Motivation and Consequences on Firm Performance	p. 527
Answers to End-of-Chapter Discussion Questions	p. 545
Index	p. 581
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