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| Preface | |
| Background | |
| Introduction | |
| Recent M&A Trends | |
| Definitions | |
| Valuing A Transaction | |
| Types of Mergers | |
| Reasons For Mergers And Acquisitions | |
| Merger Financing | |
| Merger Professionals | |
| Merger Arbitrage | |
| Leveraged Buyouts And The Private Equity Market | |
| Corporate Restructuring | |
| Merger Negotiations | |
| Merger Agreement | |
| Merger Approval Procedures | |
| Short-Form Merger | |
| Freezeouts And The Treatment of Minority Shareholders | |
| Purchase of Assets Compared With Purchase of Stock | |
| Structuring The Deal | |
| Assumption of The Seller's Liabilities | |
| Advantages of Asset Acquisitions | |
| Asset Selloffs | |
| Reverse Mergers | |
| Holding Companies | |
| History of Mergers | |
| Merger Waves | |
| What Causes Merger Waves? | |
| First Wave, 1897-1904 | |
| Second Wave, 1916-1929 | |
| The 1940s | |
| Third Wave, 1965-1969 | |
| Trendsetting Mergers of the 1970s | |
| Fourth Wave, 1984-1989 | |
| Fifth Wave | |
| Sixth Merger Wave | |
| Summary | |
| Legal Framework | |
| Laws Governing Mergers, Acquisitions, And Tender Offers | |
| Securities Laws | |
| Other Specific Takeover Rules In The United States | |
| International Securities Laws Relating To Takeovers | |
| Business Judgment Rule | |
| State Antitakeover Laws | |
| Regulation of Insider Trading | |
| Antitrust Laws | |
| Recent Trends In Antitrust Enforcement In The United States | |
| Measuring Concentration And Defining Market Share | |
| European Competition Policy | |
| Antitrust Remedies | |
| Summary | |
| Merger Strategy | |
| Growth | |
| Synergy | |
| Operating Synergy | |
| Diversification | |
| Other Economic Motives | |
| Hubris Hypothesis of Takeovers | |
| Other Motives | |
| Tax Motives | |
| Summary | |
| Hostile Takeovers | |
| Antitakeover Measures | |
| Management Entrenchment Hypothesis Versus Stockholder Interests Hypothesis | |
| Preventative Antitakeover Measures | |
| Changing The State of Incorporation | |
| Active Antitakeover Defenses | |
| Information Content of Takeover Resistance | |
| Summary | |
| Takeover Tactics | |
| Preliminary Takeover Steps | |
| Tender Offers | |
| Open Market Purchases And Street Sweeps | |
| Advantages of Tender Offers Over Open Market Purchases | |
| Arbitrage And The Downward Price Pressures Around M&A Announcements | |
| Proxy Fights | |
| Hedge Funds As Activist Investors | |
| Summary | |
| Going Private Transactions And Leveraged Buyouts | |
| Leveraged Buyouts | |
| Terminology | |
| Historical Trends In LBOS | |
| Costs of Being A Public Company | |
| Management Buyouts | |
| Conflicts of Interest In Management Buyouts | |
| U.S. Court's Position On Leveraged Buyouts Conflicts | |
| Financing For Leveraged Buyouts | |
| Returns To Stockholders From LBOS | |
| Returns To Stockholders From Divisional Buyouts | |
| Empirical Research On Wealth Transfer Effects | |
| Protection For Creditors | |
| Summary | |
| Topics In Going Private Transactions | |
| Private Equity Market | |
| Junk Bonds Financing of Takeovers | |
| Stapled Financing | |
| Securitization And M&A Financing | |
| Summary | |
| Employee Stock Ownership Plans | |
| Historical Growth of ESOPS | |
| Types of Plans | |
| Characteristics of ESOPS | |
| Leveraged Versus Unleveraged ESOPS | |
| Corporate Finance Uses of ESOPS | |
| Voting of ESOP Shares | |
| Cash Flow Implications | |
| Valuation of Stock Contributed Into An ESOP | |
| Eligibility of ESOPS | |
| Put Options of ESOPS | |
| Dividends Paid | |
| ESOPS Versus A Public Offering of Stock | |
| Employee Risk And ESOPS | |
| Securities Laws And ESOPS | |
| Tax Benefits of LESOPS | |
| Balance Sheet Effects of ESOPS | |
| Drawbacks of LESOPS | |
| ESOPS And Corporate Performance | |
| ESOPS As An Antitakeover Defense | |
| ESOPS And Shareholder Wealth | |
| ESOPS And LBOS | |
| Summary | |
| Corporate Restructuring | |
| Corporate Restructuring | |
| Divestitures | |
| Divestiture And Spinoff Process | |
| Wealth Effects of Selloffs | |
| Equity Carve-Outs | |
| Voluntary Liquidations Or Bustups | |
| Tracking Stocks | |
| Master Limited Partnerships And Selloffs | |
| Summary | |
| Restructuring In Bankruptcy | |
| Types of Business Failure | |
| Causes of Business Failure | |
| Bankruptcy Trends | |
| U.S. Bankruptcy Laws | |
| Reorganization Versus Liquidation | |
| Reorganization Process | |
| Benefits of The Chapter 11 Process For The Debtor | |
| Prepackaged Bankruptcy | |
| Workouts | |
| Corporate Control And Default | |
| Liquidation | |
| Investing In The Securities of Distressed Companies | |
| Summary | |
| Corporate Governance | |
| Failed Corporate Governance: Accounting Scandals | |
| Sarbanes-Oxley Act | |
| Other Regulatory Changes | |
| Corporate Governance | |
| Golden Parachutes | |
| Managerial Compensation, Mergers, and Takeovers | |
| CEO Compensation and Power | |
| Compensation Characteristics of Boards That Are More Likely to Keep Agency. Costs in Check | |
| Role of the Board of Directors | |
| Interlocking Boards | |
| Independence of Directors | |
| Regulatory Standards for Directors | |
| Antitakeover Measures and Board Characteristics | |
| Disciplinary Takeovers, Company Performance, CEOs, and Boards | |
| Merger Strategy and Corporate Governance | |
| Do Boards Reward CEOs for Initiating Acquisitions and Mergers? | |
| CEO Compensation and Diversification Strategies | |
| Agency Costs and Diversification Strategies | |
| Interests of Directors and M&As | |
| Managerial Compensation and Firm Size | |
| Corporate Control Decisions and Their Shareholder Wealth Effects | |
| Does Better Corporate Governance Increase Firm Value? | |
| Executive Compensation and Postacquisition Performance | |
| Mergers of Equals and Corporate Governance | |
| Summary | |
| Joint Ventures And Strategic Alliances | |
| Contractual Agreements | |
| Comparing Strategic Alliances And Joint Ventures With Mergers And Acquisitions | |
| Joint Ventures | |
| Governance of Strategic Alliances | |
| Summary | |
| Valuation | |
| Valuation Methods: Science or Art? | |
| Managing Value as an Antitakeover Defense | |
| Benchmarks of Value | |
| How the Market Determines Discount Rates | |
| Valuation of the Target's Equity | |
| Takeovers and Control Premiums | |
| Marketability of the Stock | |
| Valuation of Stock-for-Stock Exchanges | |
| Trends in Cash versus Stock Percentage of Takeover Financing | |
| Shareholder Wealth Effects and Methods of Payment | |
| Exchange Ratio | |
| Fixed Number of Shares versus Fixed Value | |
| International Takeovers and Stock-for-Stock Transactions | |
| Desirable Financial Characteristics of Targets | |
| Summary | |
| Appendix | |
| Tax Issues | |
| Financial Accounting For M&As | |
| Taxable Versus Tax-Free Transactions | |
| Tax Consequences of A Stock-For-Stock Exchange | |
| Asset Basis Step-Up | |
| Changes In The Tax Laws | |
| Role of Taxes In The Merger Decision | |
| Role of Taxes In The Choice Selloff Method | |
| Organizational Form And M&A Premiums | |
| Capital Structure And Propensity To Engage In Acquisitions | |
| Leverage And Deal Structure | |
| Taxes As A Source of Value In Management Buyouts | |
| Miscellaneous Tax Issues | |
| Summary | |
| Glossary | |
| About the Author | |
| Index | |
| Table of Contents provided by Publisher. All Rights Reserved. |
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