Takeovers, Restructuring, and Corporate Governance

by Weston, Fred J.; Mulherin, J. Harold; Ahern, Kenneth

• ISBN13: 9780132437899
• ISBN10: 0132437899
• Edition: 5th
• Format: Hardcover
• Copyright: 2014-07-30
• Publisher: Prentice Hall

Summary

For undergraduate and graduate courses on Mergers and Acquisitions, or as a supplement for Business or Corporate Finance, Economics, or Strategy

This book brings together conceptual and updated empirical material in a systematic way. It provides students with a basis for understanding mergers and acquisitions and corporate restructuring within the framework of strategic planning issues facing managers in all companies, small and large. The authors’ expertise combine to bring an unmatched dimension of reality to the text as they explain the merger and acquisition process. The book covers all areas of critical importance in understanding mergers and acquisitions In today’s economy as it:

• Provides conceptual discussion on why mergers take place
• Describes the arbitrage activity associated with mergers and acquisitions
  
• Presents the historical and industry evidence on the sources of merger activity

Table of Contents

I. TAKEOVERS AND MERGERS IN PRACTICE.

 1. The Takeover Process.

 2. The Legal and Regulatory Framework.

  Appendix A: Legal Due Diligence Preliminary Information Request.

 3. Accounting for M&As.

 4. Deal Structuring (Methods of Payment, Taxes, Collars, Contingent Payouts.)

II. M&As IN THEORY AND PRACTICE.

 5. Strategic Processes.

 6. Theories of Mergers and Tender Offers.

  Appendix A: Measurement of Abnormal Returns.

  Appendix B: Chemical Industry Case Study.

 7. The Timing of Merger Activity.

 8. Empirical Tests of M&A Performance.

  Appendix A: Analysis of a Recent M&A Sample.

III. VALUATION—THE STRATEGIC PERSPECTIVE.

 9. Alternative Approaches to Valuation.

  Appendix A: Derivation of Revenue Growth Valuation Formulas.

10. Increasing the Value of the Organization.

  Appendix A: Calculating Growth Rates.

IV. RESTRUCTURING.

11. Restructuring and Divestitures.

  Appendix A: Restructuring in the Diversified Natural Gas Industry in the 1990s.

12. Empirical Tests of Corporate Restructuring and Divestitures.

  Appendix A: Analysis of a Sample of Recent Divestitures.

13. Financial Restructuring.

V. M&A STRATEGIES.

14. Alliances and Joint Ventures.

15. ESOPs and MLPs.

16. Going Private and Leveraged Buyouts.

  Appendix A: Relation between WACC and CCF Models.

  Appendix B: Relation between CCF and APV Models.

17. International Takeovers and Restructuring.

VI. STRATEGIES FOR CREATING VALUE.

18. Share Repurchases.

19. Takeover Defenses.

20. Corporate Governance and Performance.

21. Merger Arbitrage.

22. Implementation and Management Guides for M&As.