Mergers, Acquisitions, and Other Restructuring Activities, 6th Edition

Mergers, Acquisitions, and Other Restructuring Activities, 6th Edition

by Donald DePamphilis
Released September 2011
Publisher(s): Elsevier Science
ISBN: 9780123854865

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Book description

Two strengths distinguish this textbook from others.  One is its presentation of subjects in the contexts where they occur.  Students see different perspectives on subjects and learn how complex and dynamic the mergers and acquisitions environment is.  The other is its use of current events.  Of its 72 case studies, 3/4 are new or have been updated.  The implications of Dodd-Frank and US Supreme Court rulings affecting the Sarbanes-Oxley Act, among other regulatory changes, are developed to enhance teaching and learning experiences.  Other improvements to the 6th edition have shortened and simplified chapters, increased the numbers and types of pedagogical supplements, and expanded the international appeal of examples.  With a renewed focus on empirical  and quantitative examples, the 6th edition continues to demonstrate how people work together on mergers and acquisitions and why the actions of specific individuals have far-reaching implications.



  • Presents an integrated approach to the activities involved in mergers, acquisitions, business alliances, and corporate restructurings.
  • All chapters have been revised, updated, and contain new content, and 14 include more extensive changes. Structural revisions make chapters more streamlined, shorter, and less complex.
  • Case studies cover a dozen industries, and 75% are new or have been updated. All include discussion questions and answers. 

Table of contents

  1. Cover Image
  2. Content
  3. Title
  4. Front matter
  5. Copyright
  6. Dedication
  7. List of Business Case Studies
  8. Preface
  9. Acknowledgments
  10. About the Author
  11. PART I. The Mergers and Acquisitions Environment
    1. Introduction
    2. Chapter 1. Introduction to Mergers and Acquisitions
      1. Inside M&A: dell moves into information technology services
      2. Chapter overview
      3. Mergers and Acquisitions as Change Agents
      4. Why Mergers and Acquisitions Happen
      5. Merger and acquisition waves
      6. Why It Is Important to Anticipate Merger Waves
      7. Alternative forms of corporate restructuring
      8. Friendly versus hostile takeovers
      9. The role of holding companies in mergers and acquisitions
      10. The role of employee stock ownership plans in M&As
      11. Business Alliances as Alternatives to Mergers and Acquisitions
      12. Participants in the Mergers and Acquisitions Process
      13. Alternative investors and lenders
      14. Activist Investors and M&A Arbitrageurs
      15. Do M&As pay off for shareholders, bondholders, and society?
      16. Why some M&As fail to meet expectations
      17. Long-term performance
      18. Some things to remember
      19. Chapter business cases
    3. Chapter 2. Regulatory Considerations
      1. Inside M&A: The limitations of regulation and the lehman brothers meltdown
      2. Chapter overview
      3. Federal securities laws
      4. Antitrust laws
      5. Dodd-frank wall street reform and consumer protection act
      6. State Regulations Affecting Mergers and Acquisitions
      7. National Security-Related Restrictions on Direct Foreign Investment in the United States
      8. The U.S. foreign corrupt practices act
      9. Fair disclosure (regulation FD)
      10. Regulated Industries
      11. Environmental laws
      12. Labor and benefit laws
      13. Cross-border transactions
      14. Some Things to Remember
      15. Chapter Business Cases
    4. Chapter 3. The Corporate Takeover Market
      1. Inside M&A: kraft sweetens its offer to overcome cadbury's resistance
      2. Chapter overview
      3. Alternative models of corporate governance
      4. Factors that affect corporate governance
      5. Alternative takeover tactics in the corporate takeover market
      6. What makes the aggressive approach successful?
      7. Other tactical considerations
      8. Developing a bidding or takeover strategy
      9. Alternative takeover defenses in the corporate takeover market
      10. The impact of takeover defenses on shareholder and bondholder value
      11. Some things to remember
      12. Chapter business cases
  12. PART II. The Mergers and Acquisitions Process: Phases 1 through 10
    1. Introduction
    2. Chapter 4. Planning: Developing Business and Acquisition Plans
      1. Inside M&A: Nokia's Gamble to Dominate the Smartphone Market Falters
      2. Chapter Overview
      3. A Planning-Based Approach to M&As
      4. Phase 1: Building the Business Plan
      5. The Business Plan as a Communication Document
      6. Phase 2: Building the Merger–Acquisition Implementation Plan
      7. Some Things to Remember
      8. Chapter Business Cases
    3. Chapter 5. Implementation: Search through Closing
      1. Inside M&A: bank of america acquires merrill lynch
      2. Chapter overview
      3. Phase 3: the search process
      4. Phase 4: the screening process
      5. Phase 5: first contact
      6. Phase 6: negotiation
      7. Phase 7: developing the integration plan
      8. Phase 8: closing
      9. Phase 9: implementing postclosing integration
      10. Phase 10: conducting a postclosing evaluation
      11. Some things to remember
      12. Chapter business cases
    4. Chapter 6. Integration
      1. Inside M&A: general electric's water business fails to meet expectations
      2. Chapter overview
      3. The role of integration in successful M&As
      4. Viewing integration as a process
      5. Integrating business alliances
      6. Some things to remember
      7. Chapter business cases
  13. PART III. Merger and Acquisition Valuation and Modeling
    1. Introduction
    2. Chapter 7. A Primer on Merger and Acquisition Cash-Flow Valuation
      1. Inside M&A: the importance of distinguishing between operating and nonoperating assets
      2. Chapter overview
      3. Required returns
      4. Analyzing risk
      5. Calculating free cash flows
      6. Applying income or discounted-cash-flow methods
      7. Valuing firms subject to multiple growth periods
      8. Valuing firms under special situations
      9. Using the enterprise method to estimate equity value
      10. Valuing nonoperating assets
      11. Putting it all together
      12. Some things to remember
      13. Chapter business cases
    3. Chapter 8. Applying Relative, Asset-Oriented, and Real-Option Valuation Methods to Mergers and Acquisitions
      1. Inside M&A: a real-options perspective on microsoft's dealings with Yahoo!
      2. Chapter overview
      3. Applying relative-valuation (market-based) methods
      4. Applying asset-oriented methods
      5. The replacement cost method
      6. Valuing the firm using the weighted-average method
      7. Analyzing mergers and acquisitions in terms of real options
      8. Determining when to use the different approaches to valuation
      9. Which valuation methods are actually used in practice
      10. Some things to remember
      11. Chapter business cases
    4. Chapter 9. Applying Financial Modeling Techniques
      1. Inside M&A: HP buys EDS—the role of financial models in decision making
      2. Chapter overview
      3. Limitations of financial data
      4. The model-building process
      5. Using financial models in support of M&A negotiations
      6. Alternative applications of M&A financial models
      7. Some things to remember
      8. Chapter business cases
    5. Chapter 10. Analysis and Valuation of Privately Held Companies
      1. Inside M&A: cashing out of a privately held enterprise
      2. Chapter overview
      3. Demographics of privately held businesses
      4. Governance issues in privately held and family-owned firms
      5. Challenges of valuing privately held companies
      6. Process for valuing privately held businesses
      7. Step 1: adjusting financial statements
      8. Step 2: applying valuation methodologies to privately held companies
      9. Step 3: developing discount (capitalization) rates
      10. Step 4: applying control premiums, liquidity, and minority discounts
      11. Reverse mergers
      12. Using leveraged employee stock ownership plans to buy private companies
      13. Empirical studies of shareholder returns
      14. Some things to remember
      15. Chapter Business Cases
  14. PART IV. Deal-Structuring and Financing Strategies
    1. Introduction
    2. Chapter 11. Structuring the Deal
      1. Inside M&A: pfizer acquires wyeth labs despite tight credit markets
      2. Chapter overview
      3. The deal-structuring process
      4. Form of acquisition vehicle and postclosing organization
      5. Legal form of the selling entity
      6. Form of payment or total consideration
      7. Managing risk and closing the gap on price
      8. Using collar arrangements to preserve shareholder value
      9. Form of acquisition
      10. Some things to remember
      11. Chapter business cases
    3. Chapter 12. Structuring the Deal
      1. Inside M&A: continued consolidation in the generic pharmaceuticals industry
      2. Chapter overview
      3. General tax considerations and issues
      4. Taxable transactions
      5. Tax-free transactions
      6. Other tax considerations affecting corporate restructuring
      7. Financial reporting of business combinations
      8. Impact of purchase accounting on financial statements
      9. International accounting standards
      10. Recapitalization accounting
      11. Some things to remember
      12. Chapter business cases
    4. Chapter 13. Financing Transactions
      1. Inside M&A: Kinder Morgan Buyout Raises Ethical Questions
      2. Chapter Overview
      3. Characterizing Leveraged Buyouts
      4. How do LBOS create value?
      5. When Do Firms Go Private?
      6. Financing Transactions
      7. Common Forms of Leveraged Buyout Deal Structures
      8. Prebuyout and Postbuyout Shareholder Returns
      9. Using DCF Methods to Value Leveraged Buyouts
      10. LBO Valuation and Structuring Model Basics
      11. Some Things to Remember
      12. Chapter Business Cases
  15. PART V. Alternative Business and Restructuring Strategies
    1. Introduction
    2. Chapter 14. Joint Ventures, Partnerships, Strategic Alliances, and Licensing
      1. Inside M&A: microsoft partners with yahoo! —an alternative to takeover?
      2. Chapter overview
      3. Motivations for business alliances
      4. Critical success factors for business alliances
      5. Alternative legal forms of business alliances
      6. Strategic and operational plans
      7. Resolving business alliance deal-structuring issues
      8. Empirical findings
      9. Some things to remember
      10. Chapter business cases
    3. Chapter 15. Alternative Exit and Restructuring Strategies
      1. Inside M&A: Bristol-Myers Squibb Splits off the Rest of Mead Johnson
      2. Chapter Overview
      3. Commonly Stated Motives for Exiting Businesses
      4. Divestitures
      5. Spin-Offs
      6. Equity Carve-Outs
      7. Split-Offs and Split-Ups
      8. Tracking, Targeted, and Letter Stocks
      9. Voluntary Liquidations (Bust-Ups)
      10. Comparing Alternative Exit and Restructuring Strategies
      11. Choosing among Divestiture, Carve-Out, and Spin-Off Restructuring Strategies
      12. Determinants of Returns to Shareholders Resulting from Restructuring Strategies
      13. Some Things to Remember
      14. Chapter Business Cases
    4. Chapter 16. Alternative Exit and Restructuring Strategies
      1. Inside M&A: calpine emerges from the protection of bankruptcy court
      2. Chapter overview
      3. Business failure
      4. Voluntary settlements with creditors outside of bankruptcy
      5. Reorganization and liquidation in bankruptcy
      6. Analyzing strategic options for failing firms
      7. Failing firms and systemic risk
      8. Predicting corporate default and bankruptcy
      9. Valuing distressed businesses
      10. Empirical studies of financial distress
      11. Some things to remember
      12. Chapter business cases
    5. Chapter 17. Cross-Border Mergers and Acquisitions
      1. Inside M&A: inbev buys an american icon for $52 billion
      2. Chapter overview
      3. Distinguishing between developed and emerging economies
      4. Globally integrated versus segmented capital markets
      5. Motives for international expansion
      6. Common international market entry strategies
      7. Structuring cross-border transactions
      8. Financing cross-border transactions
      9. Planning and implementing cross-border transactions in emerging countries
      10. Valuing cross-border transactions
      11. Empirical studies of financial returns to international diversification
      12. Some things to remember
      13. Chapter business cases
  16. Glossary
  17. Index

Product information

  • Title: Mergers, Acquisitions, and Other Restructuring Activities, 6th Edition
  • Author(s): Donald DePamphilis
  • Release date: September 2011
  • Publisher(s): Elsevier Science
  • ISBN: 9780123854865