Table Of Content
Foreword Preface Part 1 Introduction and Key Themes 1 Chapter 1 Introduction and Executive Summary 3 Chapter 2 Ethics in M&A 13 Chapter 3 Does M&A Pay? 30 Part 2 Strategy and the Origination of Transaction Proposals 67 Chapter 4 M&A Activity 69 Chapter 5 Cross-Border M&A 98 Chapter 6 Strategy and the Uses of M&A to Grow or Restructure the Firm 123 Chapter 7 Acquisition Search and Deal Origination: Some Guiding Principles 183 Part 3 Diligence, Valuation, and Accounting 205 Chapter 8 Due Diligence 207 Chapter 9 Valuing Firms 247 Chapter 10 Valuing Options 296 Chapter 11 Valuing Synergies 325 Chapter 12 Valuing the Firm across Borders 348 Chapter 13 Valuing the Highly Levered Firm, Assessing the Highly Levered Transaction 393 Chapter 14 Real Options and Their Impact on M&A 424 Chapter 15 Valuing Liquidity and Control 455 Chapter 16 Financial Accounting for Mergers and Acquisitions 478 Chapter 17 Momentum Acquisition Strategies: An Illustration of Why Value Creation Is the Best Financial Criterion 511 Part 4 Design of Detailed Transaction Terms 529 Chapter 18 An Introduction to Deal Design in M&A 531 Chapter 19 Choosing the Form of Acquisitive Reorganization 547 Chapter 20 Choosing the Form of Payment and Financing 564 Chapter 21 Framework for Structuring the Terms of Exchange: Finding the "Win-Win" Deal 589 Chapter 22 Structuring and Valuing Contingent Payments in M&A 609 Chapter 23 Risk Management in M&A 636 Chapter 24 Social Issues 668 Part 5 Rules of the Road: Governance, Laws, and Regulations 683 Chapter 25 How a Negotiated Deal Takes Place 685 Chapter 26 Governance in M&A: The Board of Directors and Shareholder Voting 703 Chapter 27 Rules of the Road: Securities Law, Issuance Process, Disclosure, and Insider Trading 725 Chapter 28 Rules of the Road: Antitrust Law 742 Chapter 29 Documenting the M&A Deal 766 Part 6 Competition, Hostility, and Behavioral Effects in M&A 771 Chapter 30 Negotiating the Deal 773 Chapter 31 Auctions in M&A 790 Chapter 32 Hostile Takeovers: Preparing a Bid in Light of Competition and Arbitrage 804 Chapter 33 Takeover Attack and Defense 824 Chapter 34 The Leveraged Restructuring as a Takeover Defense: The Case of American Standard 856 Part 7 Communication, Integration, and Best Practice 877 Chapter 35 Communicating the Deal: Gaining Mandates, Approvals, and Support 879 Chapter 36 Framework for Postmerger Integration 891 Chapter 37 Corporate Development as a Strategic Capability: The Approach of GE Power Systems 914 Chapter 38 M&A "Best Practices": Some Lessons and Next Steps 926 About the CD-ROM 939 References and Suggestions for Further Reading 945 Index 1001
Synopsis
A comprehensive guide to the world of mergers and acquisitions Why do so many M&A transactions fail? And what drives the success of those deals that are consummated? Robert Bruner explains that M&A can be understood as a response by managers to forces of turbulence in their environment. Despite the material failure rates of mergers and acquisitions, those pulling the trigger on key strategic decisions can make them work if they spend great care and rigor in the development of their M&A deals. By addressing the key factors of M&A success and failure, Applied Mergers and Acquisitions can help readers do this. Written by one of the foremost thinkers and educators in the field, this invaluable resource teaches readers the art and science of M&A valuation, deal negotiation, and bargaining, and provides a framework for considering tradeoffs in an effort to optimize the value of any M&A deal., "A well written and comprehensive journey into M&A...an essential reference for any M&A practitioner...this isn t just a book about great thoughts and process, but rather how to turn insight into deals, and deals into lasting value." From the Foreword by Joseph R. Perella Chairman, Institutional Securities and Investment Banking Group, Morgan Stanley "Bob Bruners Applied Mergers and Acquisitions is a masterful and comprehensive treatment of the topic of M&A. The book is remarkably complete, discussing economic valuation, legal considerations, deal structure, ethics, accounting, post-merger integration and more. It blends material from practice and from academia in an easy-to-read style, making it a must-read, and want-to-read, for anyone interested in this subject." Peter Tufano Sylvan C. Coleman Professor of Financial Management, Harvard Business School "Preeminent scholar Robert Bruner has combined the best insights from theory with proven lessons from industry to produce the definitive resource on mergers and acquisitions. Bruner s renowned teaching skills and keen intellect are evident throughout, rendering a must-read for finance students, investors, and corporate executives into a remarkably enjoyable read." Mark Kritzman Managing Partner, Windham Capital Management Boston and Research Director, The Research Foundation of the Association for Investment Management and Research (AIMR) "How many books really succeed in teaching M&A practitioners to distinguish among deals that should be avoided, deals that are promising but can t be executed by the teams involved, and deals where significant value can be achieved? We should start the count with Bruners Applied Mergers and Acquisitions. Bruner is the ultimate teacher for practitioners who want to improve performance." Edward A. Snyder Dean and George Pratt Shultz Professor of Economics, University of Chicago Graduate School of Business "Bob Bruner has achieved the impossible: covering in one book all relevant economic, financial, accounting, legal, and tax aspects of mergers and acquisitions and illustrating each concept with case studies. Impressive!" Theo Vermaelen Professor of Finance, INSEAD "Bob Bruners book combines the best of academic thinking and business practice on one of the most fascinating and challenging topics in all of business. The area of mergers and acquisitions stretches executives and scholars to consider the whole realm of management practice from strategy, to finance, to law, to negotiations, to integration planning, to human behavior." Robert S. Harris Dean, Darden Graduate School of Business Administration, University of Virginia, A comprehensive guide to the world of mergers and acquisitions Why do so many M&A transactions fail? And what drives the success of those deals that are consummated? Robert Bruner explains that M&A can be understood as a response by managers to forces of turbulence in their environment.
