This book is designed to help the reader gain both a practical and theoretical understanding of many of the legal problems a business lawyer will likely encounter in practice when working on merger and acquisition deals. The book is divided into four parts. Part I discusses basic legal concepts that impact mergers and acquisitions, such as corporate law rules, federal securities laws, accounting treatment, antitrust analysis, pre-merger notification, and valuation of targets through the use of modern valuation techniques. Part II focuses on several different types of negotiated transactions, including stock and asset acquisitions of closely-held corporations; mergers of publicly held corporations; the structuring of LBOs; and the drafting of acquisition agreements. Part III focuses on hostile transactions, including proxy contests, the regulation of open market purchases and tender offers under the Williams Act, defensive tactics, and freezeout mergers. Part IV focuses on special topics, including separate chapters on spinoffs, cross-border acquisitions, and bank acquisitions. Part IV also contains two chapters that are new with this second edition. The first addresses some of the unique issues facing the Federal Communications Commission in dealing with mergers and acquisitions in the exploding telecommunications industry. The second deals with various issues that can arise in structuring a joint venture or other strategic alliance, which may be used as an alternative to a merger or acquisition.
Supplemented annually to keep accountants up-to-date with the latest SEC requirements, this completely revised edition focuses on the entire process of Mergers and Acquisitions-—from planning through post-acquisition integration. Readers will find helpful step-by-step guidance on reviewing an acquisition candidate, setting up and implementing computer system transactions, accounting for the business combination, and tax compliance and regulatory considerations.
A comprehensive new framework for winning at Mfrom up-front planning to postmerger integration The challenges of mergers and acquisitions can be daunting-but the opportunities and benefits they offer forward-thinking companies can be tremendous. Winning at Mergers and Acquisitions offers a critical new approach to strategic M&A based on the authors' pioneering concept of marketing due diligenceSM. Covering every stage of market-driven M&A planning and integration, this book shows how to look beyond the quick hit to focus on long-term growth rather than short-term cost-cutting. Featuring dozens of real-life case studies-including both failures and extraordinary successes-plus inside comments from leading M&A specialists, this book contains crucial guidance on: * Predeal planning-how to identify your strategic needs and pinpoint the merger candidate(s) that will help you meet them * Sizing up targets for acquisition-how to examine the essential marketing, sales, and product issues that will determine a good company "fit,".strategically and culturally * Revenue enhancement planning-how to identify ways to drive top-line growth and develop action plans to generate near- and long-term revenues * Filling the pipeline-how to prioritize and actualize the critical steps necessary to drive shareholder value * Developing communication programs-how to design and execute communication strategies to garner support for the merger by employees, customers, and other stakeholders * Building a comprehensive postmerger integration plan-how to align diverse corporate cultures, develop training and reward programs, and move beyond the turf wars and lack of productivity that hamper the success of mergers and acquisitions. Last year more than 7,000 mergers and acquisitions were completed, with a collective price tag estimated at more than $800 billion. And although they are known as highly effective means of achieving corporate growth and strategic advantage, these transactions are fraught with pitfalls: Statistics indicate that a third of these deals will fail and another third will not bear out the expectations of the merger partners. What can businesses looking to undertake strategic mergers and acquisitions do to ensure that they do not fall victim to confusion, multimillion-dollar losses, declining market share and profits, or any number of other negative results of failed transactions? The answers are in Winning at Mergers and Acquisitions, a pioneering step-by-step guide to growth-driven planning and swift, effective post-merger integration. Challenging the conventional emphasis on cost-reduction synergies, this book presents the authors' groundbreaking blueprint for mergers that yield strategic synergies and high returns in meeting long-term growth, increased market share, and revenue generation objectives. Mark Clemente and David Greenspan explore in detail the marketing, sales, and organizational issues that are vital aspects of successful M&A ventures. They take executives through the entire strategic M&A process-from setting objectives, to evaluating target companies, to aligning corporate cultures in an effort to ensure problem-free integration. They show how to maintain a sharp focus on the markets that will be reached by the merger-and they offer invaluable advice on charting a steady course through the often tumultuous period of integration, when organizational chaos can cause the merged company to lose momentum, market share, and the backing of customers, prospects, and shareholders. Winning at Mergers and Acquisitions is essential reading for CEOs, managers, deal makers, and others looking to capitalize on one of the most important methods of effecting corporate growth in business today-while staying focused on the people, product, and process issues that power that growth.
Most firms of a certain size will turn to Mergers & Acquisitions in their search for growth, forcing almost all managers to face up to the challenge of integration at some point in their career. For many managers it is often their first and only time, and M&A integration is high on the list of things that many managers need to learn more about. According to many studies, 50 to 75% M&A transactions fail to deliver their expected value. One of the main reasons for failure is late or wrong integration, or bad integration management. There is a significant demand for more information on best practice in Post-Merger Integration. This book intends to equip those managers for the task... Danny A. Davis demonstrates how to handle the post-merger integration process and show how to restructure, consolidate, reduce costs, create efficiencies and perform M&A, from smaller transactions to mega-mergers. The focus is on integration planning and delivery. The book combines a general/strategic view with detailed information on how to actually conduct M&A Integration via very practical tools and check lists that will prove essential during pre-deal M&A integration planning and Post deal delivery, as well as to ensure their success.
"Buying and selling a business is a challenging process. It involves rituals and interactions that are sometimes eerily similar to the courtship dynamic between a human couple. While many business courtships end in an economic marriage, plenty of others fail and for a variety of reasons. Many unsuccessful business negotiations could have made sense, but ultimately floundered, because negotiations went badly awry at some crucial point. CCH's brand-new Practical Guide to Mergers, Acquisitions and Business Sales by seasoned business transaction attorney and author, Joseph B. Darby III, J.D., not only explains the tax aspects of buying and selling a business, but examines the special art of closing major business transactions successfully through an understanding of the tax consequences of the deal. ; There also are two other parties with a major economic stake in a business merger, acquisition or sale: the federal government and (usually at least one) state government. The role of a tax adviser on an business acquisition transaction is to make everyone aware that there are two "silent partners" in the room at all times and that the Buyer and Seller have a common interest in cutting the silent partners out of the deal or reducing their take. The purpose and mission of Practical Guide to Mergers, Acquisitions and Business Sales is to teach practitioners and business stakeholders how to pare the tax costs of transactions to the absolute minimum, within the boundaries of ethical and appropriate tax reporting."--Publisher's website.
Mergers and Acquisitions Basics: All You Need to Know provides an introduction to the fundamental concepts of mergers and acquisitions. Key concepts discussed include M&As as change agents in the context of corporate restructuring; legal structures and strategies employed in corporate restructuring; takeover strategies and the impact on corporate governance; takeover defenses; and players who make mergers and acquisitions happen. The book also covers developing a business plan and the tools used to evaluate, display, and communicate information to key constituencies both inside and outside the corporation; the acquisition planning process; the negotiation, integration planning, and closing phases; financing transactions; and M&A post-merger integration.This book is written for buyers and sellers of businesses, financial analysts, chief executive officers, chief financial officers, operating managers, investment bankers, and portfolio managers. Others who may have an interest include bank lending officers, venture capitalists, government regulators, human resource managers, entrepreneurs, and board members. The book may also be used as a companion or supplemental text for undergraduate and graduate students taking courses on mergers and acquisitions, corporate restructuring, business strategy, management, governance, and entrepreneurship. - Describes a broad view of the mergers and acquisition process to illustrate agents' interactions - Simplifies without overgeneralizing - Bases conclusions on empirical evidence, not experience and opinion - Features a recent business case at the end of each chapter
Every company faces the inevitable challenge: stagnate or grow. One of the fastest ways for small- and mid-size companies to expand is through acquisition. Purchasing another company can seem daunting--but when done right, it can deliver outstanding rewards. Successful Acquisitions supplies the key information that business leaders need to know about finding and buying companies. Written by an M&A expert with more than $1 billion in transactions under his belt, the book's practical and comprehensive approach integrates all the moving pieces into a logical step-by-step process that covers: * The art and science of researching companies * Building and balancing an acquisition team * Valuation tips that look beyond the obvious * The importance of "the seller's equation" * Developing a negotiation platform * How to be tough and still protect the buyer-seller relationship * Guidelines for structuring an airtight deal * The letter of intent, due diligence, purchase agreement, funding, and other essentials * Bringing the deal to a timely close * A 100-day plan for making integration a success It's all here. From building the foundation to growing the relationships to cementing the deal, Successful Acquisitions is a complete roadmap to buying companies and achieving proactive strategic growth.
Mergers and acquisitions (M&A) experts Tim Galpin and Mark Herndon present an updated and expanded guide to planning and managing the M&A process. This comprehensive book is unique in providing the tools to address both the human and operational sides of integration. Based on the authors' consulting experience with numerous Fortune 500 companies, this resource will help organizations capture deal synergies more quickly and effectively. Augmenting their step-by-step advice with helpful templates, checklists, graphs and tools, Galpin and Herndon provide sound guidance for successfully integrating different processes, organizations, and cultures. The authors also address pre-deal do’s and don’ts, people dynamics, common mistakes, communications strategies, and specific actions you can take to create measurable positive results throughout the integration process. The revised edition not only updates case studies and presents recent integration research, but it also adds new tools.
The new M&A bible. Few actions can change the value of a company—and its competitive future—as quickly and dramatically as an acquisition. Yet most companies fail to create shareholder value from these deals, and in many cases they destroy it. It doesn't have to be this way. In The Synergy Solution, Deloitte's Mark Sirower and Jeff Weirens show acquirers how to develop and execute an M&A strategy—end to end—that not only avoids the pitfalls that so many companies fall into but also creates real, long-term shareholder value. This strategy includes how to: Become a prepared "always on" acquirer Test the investment thesis and DCF valuation of a deal Plan for a successful Announcement Day, and properly communicate synergy promises to investors and other stakeholders Realize those promised synergies through integration planning and post-close execution Manage change and build a new, combined organization Sirower and Weirens provide invaluable background to those considering M&A, laying out the issues they have to consider, how to analyze them, and how to plan and execute the deal effectively. They also show those who have already started the process of M&A how to maximize their chances of success. There's an art and a science to getting mergers and acquisitions right, and this powerful book provides the insights and strategies acquirers need to find success at every stage of an often complex and perilous process.
Introduction to Business covers the scope and sequence of most introductory business courses. The book provides detailed explanations in the context of core themes such as customer satisfaction, ethics, entrepreneurship, global business, and managing change. Introduction to Business includes hundreds of current business examples from a range of industries and geographic locations, which feature a variety of individuals. The outcome is a balanced approach to the theory and application of business concepts, with attention to the knowledge and skills necessary for student success in this course and beyond. This is an adaptation of Introduction to Business by OpenStax. You can access the textbook as pdf for free at openstax.org. Minor editorial changes were made to ensure a better ebook reading experience. Textbook content produced by OpenStax is licensed under a Creative Commons Attribution 4.0 International License.
