Material Adverse Change

Material Adverse Change

by Robert V. Stefanowski
Released April 2018
Publisher(s): Wiley
ISBN: 9781118066898

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Book description

Boost M&A outcomes with less risk by learning from mistakes of the past

Material Adverse Change will help you close more successful mergers and acquisitions by analyzing the common root causes of deal failures from before the Great Recession to today. The time between signing and closing a deal is a particularly risky period where the buyer has committed to purchase the company, but the seller continues to operate it while waiting for regulatory approval or funding to close out the deal. A Material Adverse Change clause allows the buyer to back out of the transaction if certain adverse events occur during this period. By designing this safety net into the contract, you’re free to take the time to examine records, meet with employees, and fully understand the legal issues at hand. If the target loses value during that time, in certain cases, you’re free to walk away. This book explores the full power of the Material Adverse Change clause, and today’s M&A in general. You’ll dig into the real causes of M&A failure, and discover the traits and practices that lead to poor results as you learn how to avoid these common mistakes and drive more successful deals. Recent case studies highlight common mistakes made—and propagated—by otherwise intelligent people, so you can identify and eliminate these practices within your own organization.

A large acquisition is already a delicate balancing act. Why complicate it with the exponential risk by not doing your homework? This book shows you how to apply best practices to increase your chances of successful deals and avoid potentially career ending mistakes. 

  • Explore the true root causes of M&A failures of the past
  • Analyze the personality traits that drive suboptimal outcomes
  • Implement new practices to avoid mistakes and close successful deals
  • Learn why common-sense errors are repeated over and over again
The M&A market has grown to become a major factor in the global economy, yet many buyers do less investigation than consumers making everyday purchases. Material Adverse Change shows you how to slash risk and improve your chances of completing better deals.

Table of contents

  1. Cover
  2. Title Page
  3. Introduction: The Risks and Opportunities of Doing a Deal
    1. NOTES
  4. CHAPTER 1: Why Bad Deals Happen
    1. A PRACTICAL APPROACH TO MERGERS AND ACQUISITIONS
    2. A CASE STUDY: RBS BUYS ABN AMRO
    3. MOTIVATIONS FOR DEALS
    4. A CASE STUDY: BANK OF AMERICA BUYS MERRILL LYNCH
    5. USING M&A TO DIVERT ATTENTION
    6. USING M&A TO GROW QUICKLY
    7. USING M&A TO SOLVE PROBLEMS
    8. HORIZONTAL AND VERTICAL MERGERS
    9. CONCLUSION
    10. NOTES
  5. CHAPTER 2: Buy or Build?
    1. A CASE STUDY: COMMERCE BANK
    2. A CASE STUDY: METRO BANK
    3. IS THERE ANYTHING IN BETWEEN?
    4. A CASE STUDY: DOW CORNING JOINT VENTURE
    5. A CASE STUDY: BUCKNELL INDUSTRIES
    6. CONCLUSION
    7. NOTES
  6. CHAPTER 3: Let the Buyer Beware
    1. WACHOVIA BUYS GOLDEN WEST
    2. AOL TIME WARNER MERGER
    3. WELLS FARGO BUYS WACHOVIA
    4. NOTES
  7. CHAPTER 4: The Opportunities and Risks of Expanding Your Business Globally
    1. TELENOR INDIA JOINT VENTURE
    2. TELENOR'S GLOBAL STRATEGY OVER TIME
    3. TELENOR EXPANDS INTO EASTERN EUROPE
    4. TELENOR PUSHES INTO ASIA
    5. THE TELENOR UNITECH JOINT VENTURE
    6. POSTMORTEM ON THE TELENOR UNITECH JOINT VENTURE
    7. LESSONS LEARNED
    8. TRENDS FOR THE FUTURE
    9. NOTES
  8. CHAPTER 5: Culture Is Critical
    1. A CASE STUDY FROM CHINA
    2. A CASE STUDY FROM JAPAN
    3. A SUMMARY OF OTHER BEST PRACTICES
  9. CHAPTER 6: Who Is Behind the Curtain?
    1. A CASE STUDY: LLOYDS HBOS
    2. A CASE STUDY: KRAFT BUYS CADBURY
    3. NOTES
  10. CHAPTER 7: Is It Too Late to Back Out?
    1. CASE STUDY ONE: BANK OF AMERICA PURCHASES MERRILL LYNCH
    2. CASE STUDY TWO: AT&T/T MOBILE
    3. CASE STUDY THREE: VERIZON BIDS FOR YAHOO
    4. CONCLUSION
    5. NOTES
  11. CHAPTER 8: How to Negotiate a Better Deal
    1. TEN BEST PRACTICES FOR EFFECTIVE NEGOTIATION
  12. CHAPTER 9: Making It Right
    1. BACKGROUND
    2. BE STRATEGIC
    3. MAINTAIN A RATIONAL ORGANIZATIONAL STRUCTURE
    4. STRUCTURE THE DEAL PROPERLY
    5. RECOGNIZE THE IMPORTANCE OF BRAND
    6. EFFICIENT DISTRIBUTION
    7. BEWARE OF CULTURE
    8. HAVE FINANCING LINED UP IN ADVANCE
    9. ESTABLISH AN APPROPRIATE M&A APPROVAL PROCESS
    10. INTEGRATE EARLY AND OFTEN
    11. CLEAR LEGAL AND REGULATORY PROCESS
    12. DON'T OVERPAY
    13. CONTINUOUS LEARNING
    14. A CASE STUDY: J.P. MORGAN BUYS BEAR STEARNS
    15. CONCLUSION
    16. NOTES
  13. CHAPTER 10: Where Do We Go from Here?
    1. HOW FAST WE FORGET
    2. NOTES
  14. APPENDIX A: Trinity International/American Public Media Group
    1. NOTE
  15. APPENDIX B: Bank of America/Merrill
    1. NOTE
  16. About the Author
  17. Index
  18. End User License Agreement

Product information

  • Title: Material Adverse Change
  • Author(s): Robert V. Stefanowski
  • Release date: April 2018
  • Publisher(s): Wiley
  • ISBN: 9781118066898