Foreword.
PART ONE: INTRODUCTION AND KEY THEMES.
CHAPTER 1: Introduction and Executive Summary
“How Can My Team Do Better Than the Averages?” A Framework for
MA Success. Seven New Big Ideas Worthy of the Best
Practitioners.
CHAPTER 2: Ethics in MA
Why Should One Care? In Whose Interests? What Is
Good?—Consequences, Duties, Virtues. Promoting Ethical Behavior.
Greenmail Case: Walt Disney, 1984.
CHAPTER 3: Does MA Pay?
The Measurement of MA Profitability: Better Than What?
Findings Based on the Analysis of Returns to Shareholders. Findings
Based on the Analysis of Reported Financial Performance. Findings
about the Drivers of Profitability. Findings from Surveys of
Executives. Findings from Clinical Studies.
PART TWO: STRATEGY AND THE ORIGINATION OF TRANSACTION
PROPOSALS.
CHAPTER 4: MA Activity
MA Activity Appears in Waves. Explanations of MA
Activity. “Creative Destruction” as the Driver of MA Activity.
The Many Forms of Economic Turbulence, and Where to Look for It.
Turbulence Drives MA Activities and Opportunities.
CHAPTER 5: Cross-Border MA
Cross-Border MA Activity. MA within Regions and Trading
Blocs. Drivers of and Returns from Cross-Border MA. Strategic
Analysis of Countries: Getting a “View.”
CHAPTER 6: Strategy and the Uses of MA to Grow or Restructure
the Firm
Setting Strategy. Expansion by Inorganic Growth. Restructuring,
Redeployment, and Sale. Choosing a Path. Does It Pay to Diversify
or Focus the Firm?
CHAPTER 7: Acquisition Search and Deal Origination: Some Guiding
Principles
Eight Principles of Acquisition Search. Case Study: Kestrel
Ventures LLC.
PART THREE: DILLGENCE, VALUATION, AND ACCOUNTING.
CHAPTER 8: Due Diligence
The Concept of Due Diligence. Principles and Strategies. Timing,
Team, and Outputs. The Target’s View: The Data Room and Its
Pressures. Focus on Knowledge. Excellence in Due Diligence.
CHAPTER 9: Valuing Firms
Rule #1: Think Like an Investor. Rule #2: Intrinsic Value Is
Unobservable; We Can Only Estimate It. Rule #3: An Opportunity to
Create Value Exists Where Price and Intrinsic Value Differ. Rule
#4: So Many Estimators, So Little Time—It Helps to “Have a View.”
Rule #5: Exercise Estimators of Intrinsic Value to Find Key Value
Drivers and Bets. Rule #6: Think Critically; Triangulate Carefully.
Rule #7: Focus on Process, Not Product. Rule #8: When in Doubt, see
Rule #1. Valuation Case: Chrysler Corporation, March 1998.
CHAPTER 10: Valuing Options
Option Basics. Option Theory. Option Applications. A Practical
Guide to Financial Option Valuation, with Some Important
Caveats.
CHAPTER 11: Valuing Synergies
The Concept of Synergy. Synergy Estimates Must Be a Central Focus
of MA Analysis. A Framework for Synergy Analysis. Estimating
Synergy Value, with Examples. Synergies in the DaimlerChrysler
Merger. Rules of Thumb.
CHAPTER 12: Valuing the Firm across Borders
How Borders Affect MA Valuation. Strategy for DCF Approach:
Home versus Foreign Valuation. Adjusting Cash Flows. Estimating the
Discount Rate. Recapitulation: Valuation Process with Adjusted
CAPM. Valuation Cases across Borders.
CHAPTER 13: Valuing the Highly Levered Firm, Assessing the Highly
Levered Transaction
The World of Highly Levered Firms. The Effect of Leverage on Firm
Value. The “Whole Deal” Approach. A Case in Leveraged
Recapitalization: Koppers Company. LBO Case: MediMedia
International, Ltd. LBO Case #2: Revco Drug Stores.
CHAPTER 14: Real Options and Their Impact on MA
Types of Real Options. Where Real Options Appear in MA. Why
Not Value Everything as an Option? How to Assess the Impact of Real
Options. Four Mini-Cases in the Analysis of Real Options.
CHAPTER 15: Valuing Liquidity and Control
Adjusting Values for Discounts and Premiums. Where Do Illiquidity
Discounts Come From? Where Do Control Premiums Come From?
Interaction of Liquidity and Control. Case Study: VolvoRenault,
1993.
CHAPTER 16: Financial Accounting for Mergers and Acquisitions
Overview of Purchase Accounting. How to Interpret Reported
Financial Results from a Business Combination. Linkage among
Accounting Choices, Form of Payment, Financing, and Price. Dangers
of Earnings Management.
CHAPTER 17: Momentum Acquisition Strategies: An Illustration of Why
Value Creation Is the Best Financial Criterion
Four Cautionary Tales. Momentum Acquisition Strategies. The
Arguments for and against Momentum Acquiring. Value Creation Is the
Best Criterion for Evaluating Acquisition Strategies. Momentum
versus Value Strategies.
PART FOUR: DESIGN OF DETAILD TRANSACTION TERMS.
CHAPTER 18: An Introduction to Deal Design in M A.
Deal Structures Are Solutions to Economic Problems. Possible
Desirables in Designing a Deal. Design Leads to Results. Each Deal
Is a System: The “Whole Deal” Perspective. Some Implications for
the Deal Designer.
CHAPTER 19: Choosing the Form of Acquisitive Reorganization
Five Key Concerns for the Deal Designer. Deals That Are Immediately
Taxable to the Selling Shareholders. Deals That Defer Tax to the
Selling Shareholders.
CHAPTER 20: Choosing the Form of Payment and Financing
Patterns and Trends in Form of Payment. Does Form of Payment
Matter? Considerations in Selecting the Form of Payment. Assessing
the Financing Aspects of a Deal.
CHAPTER 21: Framework for Structuring the Terms of Exchange:
Finding the “Win-Win” Deal
A Model for Critically Assessing Exchange Ratios. Uses and
Illustration of the Model. Extension to Cash-for-Stock Deals.
Choosing Exchange Ratio Targets in the “Win-Win” Zone.
CHAPTER 22: Structuring and Valuing Contingent Payments in
MA
Contingent Payments in MA. Earnouts Can Be Useful; But If So,
Why Aren’t They Ubiquitous? Earnouts Are Options on Future
Performance. Structuring an Earnout. Tax and Accounting
Considerations. A Generic Approach to Valuing Earnout Instruments.
The Eli Lilly Case. Proposing and Negotiating an Earnout and Other
Contingent Payments.
CHAPTER 23: Risk Management in MA
Value at Risk When a Deal Fails. Transaction Risk: Types and
Sources. Types of Risk Management. Collars and Their Analysis.
Contingent Value Rights Case. Staged Acquiring Case. Where and When
to Manage Risk.
CHAPTER 24: Social Issues
The Importance of Social Issues in MA. Survey of Social
Issues. Impact of Social Issues on Attractiveness of the Deal. Case
Studies in the Role of Social Issues.
PART FIVE: RULES OF THE ROAD: GOVERNANCE, LAWS, AND
REGULATIONS.
CHAPTER 25: How a Negotiated Deal Takes Place
The Deal Shaping Process. Risks: How the Process Can Get Derailed.
Transaction Planning and Preparation. Initiating Discussions.
First-Round Documents. The Definitive Agreement. Disclosures to
Investors and Regulators. Gaining Approval. Case Study:
Daimler-Benz and Chrysler.
CHAPTER 26: Governance in MA: The Board of Directors and
Shareholder Voting
Governing Well Is Hard to Do. Good Governance Pays. How
Shareholders Rule. Fiduciary Duties of Target Directors in
Considering MA. Preparing for the Board’s Review of a Deal.
How Can Firms Be Governed Better?
CHAPTER 27: Rules of the Road: Securities Law, Issuance Process,
Disclosure, and Insider Trading
Overview of Key Securities Laws and Rules. International Law
Comparison. Disclosures. Insider Trading. Observance of Deal
Process.
CHAPTER 28: Rules of the Road: Antitrust Law
Antitrust Law: History and Motives. How Antitrust Regulators and
Laws Affect MA. U.S. Antitrust Merger Guidelines. Premerger
Review Process in the United States. Antitrust Regulation of
MA in the European Union. Critical Perspectives on Antitrust
Policy.
CHAPTER 29: Documenting the MA Deal
First-Round Documents. Definitive Agreement. Merger Proxy Statement
and Prospectus.
PART SIX: COMPETITION, HOSTILITY, AND BEHAVIORAL EFFECTS IN
MA.
CHAPTER 30: Negotiating the Deal
The Relevance of Negotiation Process. Behavioral Finance.
Influencing Bargaining Outcomes: An Overview of the Challenge. How
to Prepare for a Negotiation. Managing the Negotiation Process
Proactively.
CHAPTER 31: Auctions in MA
Auction Structures and Motives. Advantages and Disadvantages of
Auctions. Auctions in Practice: The Case of RJR Nabisco. The
“Winner’s Curse” in MA: Is It Real? Some Practical Advice to
Sellers in Auctions.
CHAPTER 32: Hostile Takeovers: Preparing a Bid in Light of
Competition and Arbitrage
Takeovers Are Games. A Profile of Hostile Takeovers. Beware of the
Players, Both on the Field and Off. The Arb Is the Consummate
Economic Actor. Interpreting Arbitrage Spreads. The Arb Assesses a
Recapitalization Proposal in Terms of Blended Value. Government
Constraints on the Game. Selling Shareholders Face a Prisoner’s
Dilemma. To Set a Bid Price: Think Like an Investor. The Game Has
Implications for Design and Defense of Takeovers.
CHAPTER 33: Takeover Attack and Defense
The Prevalence of Antitakeover Defenses. Profile of the Target of a
Hostile Bid. Optionality in Takeover Attack and Defense. Tactics of
Takeover Attack. Tactics of Takeover Defense. Implications for the
Practitioner.
CHAPTER 34: The Leveraged Restructuring as a Takeover Defense: The
Case of American Standard
The American Standard Case. The Response. Of Parachutes, Pills, and
Litigation. Restructuring Defenses. When Does a Restructuring Make
Sense?
PART SEVEN: COMMUNICATION, INTEGRATION, AND BEST PRACTICE.
CHAPTER 35: Communicating the Deal: Gaining Mandates, Approvals,
and Support
C...
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