Book description
The most up-to-date guide on making the right capital restructuring moves
The Art of Capital Restructuring provides a fresh look at the current state of mergers, acquisitions, and corporate restructuring around the world. The dynamic nature of M&As requires an evolving understanding of the field, and this book considers several different forms of physical restructuring such as divestitures as well as financial restructuring, which refers to alterations in the capital structure of the firm.
The Art of Capital Restructuring not only explains the financial aspects of these transactions but also examines legal, regulatory, tax, ethical, social, and behavioral considerations. In addition to this timely information, coverage also includes discussion of basic concepts, motives, strategies, and techniques as well as their application to increasingly complex, real-world situations.
Emphasizes best practices that lead to M&A success
Contains important and relevant research studies based on recent developments in the field
Comprised of contributed chapters from both experienced professionals and academics, offering a variety of perspectives and a rich interplay of ideas
Skillfully blending theory with practice, this book will put you in a better position to make the right decisions with regard to capital restructuring in today's dynamic business world.
Table of contents
- Cover
- Series
- Title Page
- Copyright
- Acknowledgments
- Chapter 1: Mergers, Acquisitions, and Corporate Restructuring: An Overview
-
Part I: Background
- Chapter 2: Merger Waves
- Chapter 3: Takeover Regulation
-
Chapter 4: Corporate Governance and M&As
- INTRODUCTION
- M&AS AS A MANAGERIAL DISCIPLINARY DEVICE
- CORPORATE GOVERNANCE AND ACQUIRER WEALTH EFFECTS
- THE MARKET FOR CORPORATE CONTROL
- PRODUCT MARKET COMPETITION
- BOARD CHARACTERISTICS
- MANAGERIAL EQUITY INCENTIVES
- INSTITUTIONAL OWNERSHIP
- MONITORING BY INDIVIDUAL BLOCKHOLDERS
- LEVERAGE AND CREDITOR CONTROL
- CORPORATE GOVERNANCE AND TARGET WEALTH EFFECTS
- CORPORATE GOVERNANCE AND ACQUIRER-TARGET COMBINED RETURNS
- SUMMARY AND CONCLUSIONS
- DISCUSSION QUESTIONS
- REFERENCES
- ABOUT THE AUTHOR
- Chapter 5: Ethical and Social Issues in M&As
- Chapter 6: Theoretical Issues on Mergers, Acquisitions, and Divestitures
- Chapter 7: The Short-Term and Long-Term Performance of M&As
-
Part II: Valuation
-
Chapter 8: Standard Valuation Methods for M&As
- INTRODUCTION
- BALANCE SHEET–BASED METHODS
- INCOME STATEMENT–BASED METHODS
- OTHER MULTIPLES
- DISCOUNTED CASH FLOW METHODS
- CALCULATING THE VALUE OF A COMPANY USING FCF
- CALCULATING THE UNLEVERED VALUE OF THE COMPANY
- VALUE CREATION METHODS USING ECONOMIC VALUE ADDED AND ECONOMIC PROFIT
- THE DISPERSION OF THE DISCOUNT RATE
- THE EQUITY PREMIUM
- CRITICAL ASPECTS OF A VALUATION
- SUMMARY AND CONCLUSIONS
- DISCUSSION QUESTIONS
- REFERENCES
- ABOUT THE AUTHOR
- Chapter 9: Real Options and Their Impact on M&As
-
Chapter 10: The Law and Finance of Control Premiums and Minority Discounts
- INTRODUCTION
- DEFINITION OF CONTROL PREMIUM/MINORITY DISCOUNT
- DELAWARE LAW, DELAWARE COURTS, VALUES, AND DISCOUNTS
- SOURCES OF THE ECONOMIC BENEFITS OF CONTROL
- EVIDENCE ON THE VALUE OF CONTROL
- CAN PRACTICE BE RECONCILED WITH FINANCE THEORY AND EVIDENCE?
- SUMMARY AND CONCLUSIONS
- DISCUSSION QUESTIONS
- REFERENCES
- ABOUT THE AUTHOR
- Chapter 11: Cross-Border Valuation Effects in Developed and Emerging Markets
-
Chapter 8: Standard Valuation Methods for M&As
-
Part III: The M&A Deal Process
- Chapter 12: Sources of Financing and Means of Payment in M&As
- Chapter 13: Cultural Due Diligence
-
Chapter 14: Negotiation Process, Bargaining Area, and Contingent Payments
- INTRODUCTION
- COMMENCEMENT OF THE PROCESS
- A PROPOSAL IN PRINCIPLE BY THE BUYER
- OUTSIDE FACTORS AFFECTING THE NEGOTIATIONS
- HOW SHOULD THE BUYER PREPARE FOR THE NEGOTIATION?
- HOW SHOULD THE SELLER PREPARE FOR NEGOTIATIONS?
- THE NEGOTIATING TEAM FOR THE BUYER AND THE SELLER
- TYPICAL MATTERS TO BE NEGOTIATED
- ESTABLISHING A FRAMEWORK FOR THE NEGOTIATIONS
- NEGOTIATION STRATEGY FOR THE BUYER
- REACHING A PRELIMINARY UNDERSTANDING
- KEEPING THE DEAL TOGETHER
- HOW WOULD THIS PROCESS DIFFER IF THE SELLER IS A PRIVATELY HELD COMPANY?
- SUMMARY AND CONCLUSIONS
- DISCUSSION QUESTIONS
- REFERENCES
- ABOUT THE AUTHOR
- Chapter 15: Merger Negotiations: Takeover Process, Selling Procedure, and Deal Initiation
- Chapter 16: Postacquisition Planning and Integration
- Chapter 17: Organizational and Human Resource Issues in M&As
- Part IV: Takeovers and Behavioral Effects
-
Part V: Recapitalization and Restructuring
- Chapter 22: Financial Restructuring
-
Chapter 23: Going Private and Leveraged Buyouts
- INTRODUCTION
- PRIVATE EQUITY INDUSTRY AND PROPERTIES OF TYPICAL LBO TRANSACTIONS
- WAVES OF PRIVATE EQUITY TRANSACTIONS
- EXIT EVENTS AND HOLDING PERIODS IN PRIVATE EQUITY INVESTMENTS
- VALUE CREATION IN PUBLIC-TO-PRIVATE TRANSACTIONS
- SUMMARY AND CONCLUSIONS
- DISCUSSION QUESTIONS
- REFERENCES
- ABOUT THE AUTHOR
- Chapter 24: International Takeovers and Restructuring
-
Part VI: Special Topics
- Chapter 25: Joint Ventures and Strategic Alliances: Alternatives to M&As
- Chapter 26: Fairness Opinions in M&As
- Chapter 27: How Initial Public Offerings Affect M&A Markets: The Dual Tracking Phenomenon
- Chapter 28: The Diversification Discount
- Chapter 29: Partial Acquisitions: Motivation and Consequences on Firm Performance
-
Answers to End-of-Chapter Discussion Questions
- CHAPTER 2 MERGER WAVES
- CHAPTER 3 TAKEOVER REGULATION
- CHAPTER 4 CORPORATE GOVERNANCE AND M&AS
- CHAPTER 5 ETHICAL AND SOCIAL ISSUES IN M&AS
- CHAPTER 6 THEORETICAL ISSUES ON MERGERS, ACQUISITIONS, AND DIVESTITURES
- CHAPTER 7 THE SHORT-TERM AND LONG-TERM PERFORMANCE OF M&AS
- CHAPTER 8 STANDARD VALUATION METHODS FOR M&AS
- CHAPTER 9 REAL OPTIONS AND THEIR IMPACT ON M&AS
- CHAPTER 10 THE LAW AND FINANCE OF CONTROL PREMIUMS AND MINORITY DISCOUNTS
- CHAPTER 11 CROSS-BORDER VALUATION EFFECTS IN DEVELOPED AND EMERGING MARKETS
- CHAPTER 12 SOURCES OF FINANCING AND MEANS OF PAYMENTS IN M&AS
- CHAPTER 13 CULTURAL DUE DILIGENCE
- CHAPTER 14 NEGOTIATION PROCESS, BARGAINING AREA, AND CONTINGENT PAYMENTS
- CHAPTER 15 MERGER NEGOTIATIONS: TAKEOVER PROCESS, SELLING PROCEDURE, AND DEAL INITIATION
- CHAPTER 16 POSTACQUISITION PLANNING AND INTEGRATION
- CHAPTER 17 ORGANIZATIONAL AND HUMAN RESOURCE ISSUES IN M&AS
- CHAPTER 18 TAKEOVER STRATEGIES
- CHAPTER 19 DEFENSE STRATEGIES IN TAKEOVERS
- CHAPTER 20 THE IMPACT OF RESTRUCTURING ON BONDHOLDERS
- CHAPTER 21 BEHAVIORAL EFFECTS IN M&AS
- CHAPTER 22 FINANCIAL RESTRUCTURING
- CHAPTER 23 GOING PRIVATE AND LEVERAGED BUYOUTS
- CHAPTER 24 INTERNATIONAL TAKEOVERS AND RESTRUCTURING
- CHAPTER 25 JOINT VENTURES AND STRATEGIC ALLIANCES: ALTERNATIVES TO M&AS
- CHAPTER 26 FAIRNESS OPINIONS IN M&AS
- CHAPTER 27 HOW INITIAL PUBLIC OFFERINGS AFFECT M&A MARKETS: THE DUAL TRACKING PHENOMENON
- CHAPTER 28 THE DIVERSIFICATION DISCOUNT
- CHAPTER 29 PARTIAL ACQUISITIONS: MOTIVATION AND CONSEQUENCES ON FIRM PERFORMANCE
- Index
Product information
- Title: The Art of Capital Restructuring: Creating Shareholder Value through Mergers and Acquisitions
- Author(s):
- Release date: June 2011
- Publisher(s): Wiley
- ISBN: 9780470569511
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