Mergers and Acquisitions from A to Z

3. Auflage 2010
ISBN: 978-0-8144-1383-8
Verlag: McGraw-Hill Education

Buch, Englisch, 336 Seiten, Format (B × H): 63 mm x 93 mm

Mergers and acquisitions represent a successful growth strategy for many companies, but, while potentially profitable, M&A transactions are complex and often risky. Covering the latest trends, developments, and best practices for the post-Madoff era, this comprehensive, hands-on resource walks readers through every step of the process, offering practical advice for keeping deals on track and ensuring postclosing integration success.Filled with case studies and war stories illustrating what works and why, the third edition of Mergers and Acquisitions from A to Z offers valuable tools, checklists, and sample documents, providing crucial guidance on: preparing for and initiating the deal; regulatory considerations; due diligence; deal structure; valuation and pricing; and financing even during turbulent market conditions.M&A transactions can quickly spell a company’s doom if they are not conceived and executed carefully, legally, and sensibly. This is the classic guide to mergers and acquisitions, now completely updated for today’s market.

Autoren/Hrsg.

Sherman, Andrew J.

Fachgebiete

• Wirtschaftswissenschaften Betriebswirtschaft Unternehmensorganisation, Corporate Responsibility Mergers & Acquisitions (M&A), Übernahmen & Buy-outs

Inhaltsverzeichnis

Contents ACKNOWLEDGMENTS ix INTRODUCTION TO THE THIRD EDI T ION xi CHAPTER 1 The Basics of Mergers and Acquisitions 1 Understanding Key Terms 1 What’s All the Fuss About? 3 Why Bad Deals Happen to Good People 8 Why Do Buyers Buy, and Why Do Sellers Sell? 9 CHAPTER 2 Preparing for the Dance: The Seller’s Perspective 13 Conducting a Thorough EOTB Analysis 17 Preparing for the Sale of the Company 17 Common Preparation Mistakes 29 Other Considerations for the Seller 31 CHAPTER 3 Initiating the Deal: The Buyer’s Perspective 34 Assembling the Team 34 Developing an Acquisition Plan 35 Applying the Criteria: How to Narrow the Field 43 Approaching a Company That Is Not for Sale 44 Dealing with the Seller’s Management Team 45 Directory of M&A Resources for Prospective Buyers (and Sellers) 46 CHAPTER 4 The Letter of Intent and Other Preliminary Matters 51 Proposed Terms 52 Binding Terms 52 Common Reasons Why Deals Die at an Early Stage 59 Preparation of the Work Schedule 60 Another Predeal Task: The Growing Debate About the Role and Usefulness of Fairness Opinions 61 CHAPTER 5 Due Diligence 65 Best Practices in Due Diligence in the Era of Accountability 2.0 66 Legal Due Diligence 74 Business and Strategic Due Diligence 83 Conclusion 91 Appendix to Chapter 5: Post-Sarbanes-Oxley Due Diligence Checklist 92 The Disclosure Requirements 93 Checklist of Items Post-Sarbox 97 CHAPTER 6 An Overview of Regulatory Considerations 101 Introduction 101 Environmental Laws 102 Federal Securities Laws 103 Federal Antitrust Laws 106 Waiting Periods 109 Labor and Employment Law 113 CHAPTER 7 Structuring the Deal 120 Stock vs. Asset Purchases 122 Tax and Accounting Issues Affecting the Structure of the Transaction 126 One-Step vs. Staged Transactions 130 Method of Payment 132 Nontraditional Structures and Strategies 135 CHAPTER 8 Valuation and Pricing of the Seller’s Company 144 A Quick Introduction to Pricing 146 Valuation Overview 147 CHAPTER 9 Financing the Acquisition 155 An Overview of Financing Sources 156 Understanding the Lender’s Perspective 159 Financing Deals in Times of Turmoil 160 Steps in the Loan Process 164 Equity Financing 168 CHAPTER 10 The Purchase Agreement and Related Legal Documents 189 Case Study: GCC Acquires TCI 191 Sample Schedule of Documents to Be Exchanged at a Typical Closing 209 CHAPTER 11 Keeping M&A Deals on Track: Managing the Deal Killers 252 Communication and Leadership 253 Diagnosing the Source of the Problem 254 Understanding the Types of Deal Killers 254 Curing the Transactional Patient 256 Maintaining Order in the M&A Process: Simple Principles for Keeping Deals on Track 257 Conclusion 258 CHAPTER 12 Postclosing Challenges 259 A Time of Transition 260 Staffing Levels and Related Human Resources Challenges 264 Customers 267 Vendors 268 Physical Facilities 268 Problems Involving Attitudes and Corporate Culture 269 Benefit and Compensation Plans 271 Corporate Identity 272 Legal Issues 272 Minimizing the Barriers to the Transition 273 Postmerger Integration Key Lessons and Best Practices 277 Conclusion 280 CHAPTER 13 Alternatives to Mergers and Acquisitions 281 Growth Strategy Alternative 1: Joint Ventures 282 Growth Strategy Alternative 2: Franchising 287 Growth Strategy Alternative 3: Technology and Merchandise Licensing 299 Growth Strategy Alternative 4: Distributorships and Dealerships 306 INDEX 309

Über Autor(innen)

Jerry S. Wilson (Atlanta, GA) is a noted speaker and senior vice president at The Coca-Cola Company. Ira Blumenthal (Atlanta, GA) is a highly respected brand consultant, author, speaker, and university educator who has counseled high-profile brand clients such as Coca-Cola, Disney, Marriott, Nestlé, and American Airlines.