Mergers, Acquisitions, and Corporate Restructurings (eBook)

Patrick A. Gaughan (Autor)

eBook Download: PDF

2017 | 7. Auflage
675 Seiten
Wiley (Verlag)
978-1-119-38075-7 (ISBN)

Infos

The essential M&A primer, updated with the latest research and statistics

Mergers, Acquisitions, and Corporate Restructurings provides a comprehensive look at the field's growth and development, and places M&As in realistic context amidst changing trends, legislation, and global perspectives. All-inclusive coverage merges expert discussion with extensive graphs, research, and case studies to show how M&As can be used successfully, how each form works, and how they are governed by the laws of major countries. Strategies and motives are carefully analyzed alongside legalities each step of the way, and specific techniques are dissected to provide deep insight into real-world operations. This new seventh edition has been revised to improve clarity and approachability, and features the latest research and data to provide the most accurate assessment of the current M&A landscape. Ancillary materials include PowerPoint slides, a sample syllabus, and a test bank to facilitate training and streamline comprehension.

As the global economy slows, merger and acquisition activity is expected to increase. This book provides an M&A primer for business executives and financial managers seeking a deeper understanding of how corporate restructuring can work for their companies.

• Understand the many forms of M&As, and the laws that govern them
• Learn the offensive and defensive techniques used during hostile acquisitions
• Delve into the strategies and motives that inspire M&As
• Access the latest data, research, and case studies on private equity, ethics, corporate governance, and more

From large megadeals to various forms of downsizing, a full range of restructuring practices are currently being used to revitalize and supercharge companies around the world. Mergers, Acquisitions, and Corporate Restructurings is an essential resource for executives needing to quickly get up to date to plan their own company's next moves.

PATRICK A. GAUGHAN is President of Economatrix Research Associates, an economic and financial consulting firm. The firm specializes in the application of economics and finance to litigated matters. Dr. Gaughan also provides various consulting services in the field of mergers and acquisitions and valuation. Dr. Gaughan is also a Professor at the University of International Business and Economics in Beijing, China.

Inhalt

Cover 1
Title Page 5
Copyright 6
Contents 7
Preface 13
Part I: Background 15
Chapter 1: Introduction 17
Recent M& A Trends
Terminology 25
Valuing a Transaction 27
Types of Mergers 27
Merger Consideration 28
Merger Professionals 29
Merger Arbitrage 32
Leveraged Buyouts and the Private Equity Market 33
Corporate Restructuring 34
Merger Negotiations 35
Deal Structure: Asset versus Entity Deals 38
Merger Agreement 42
Merger Approval Procedures 43
Deal Closing 45
Short-Form Merger 45
Freezeouts and the Treatment of Minority Shareholders 46
Appraisal Arbitrage 47
Reverse Mergers 48
Chapter 2: History of Mergers 55
Merger Waves 55
First Wave, 1897-1904 57
Second Wave, 1916-1929 62
The 1940s 63
Third Wave, 1965-1969 63
Trendsetting Mergers of the 1970s 68
Fourth Wave, 1984-1989 73
Fifth Wave, 1992-2001 78
Sixth Wave, 2004-2007 82
Chapter 3: Legal Framework 85
Laws Governing Mergers, Acquisitions, and Tender Offers 86
Other U.S. Takeover Rules 99
Takeovers and International Securities Laws 100
U.S. State Corporation Laws and Legal Principles 110
State Antitakeover Laws 113
Regulation of Insider Trading 122
Antitrust Laws 124
Measuring Concentration and Defining Market Share 131
Example of the HH Index 132
European Competition Policy 135
Research Note: Event Studies Methodology 138
M& A Research: Event Studies
Chapter 4: Merger Strategy 141
Growth 141
Synergy 150
Operating Synergy 152
Diversification 160
Focus Hypothesis 165
Possible Explanation for the Diversification Discount 166
Do Diversified or Focused Firms do Better Acquisitions? 170
Other Economic Motives 171
Hubris Hypothesis of Takeovers 182
Do Managerial Agendas Drive M& A?
Other Motives 190
Part II: Hostile Takeovers 195
Chapter 5: Antitakeover Measures 197
Management Entrenchment Hypothesis versus Stockholder Interests Hypothesis 198
Rights of Targets' Boards to Resist: United States Compared to the Rest of the World 199
Preventative Antitakeover Measures 200
Poison Pills 201
Corporate Charter Amendments 213
Changing the State of Incorporation 224
Active Antitakeover Defenses 225
Information Content of Takeover Resistance 248
Chapter 6: Takeover Tactics 251
Preliminary Takeover Steps 252
Tender Offers 259
Advantages of Tender Offers Over Open Market Purchases 274
Proxy Fights 281
Chapter 7: Hedge Funds as Activist Investors 293
Macroeconomic Foundations of the Growth of Activist Funds 295
Leading Activist Hedge Funds and Institutional Investors 296
Hedge Funds as Acquirers 302
Hedge Fund Activism and Firm Performance 306
Buyout Premiums: Activist Hedge Funds versus Private Equity Firms 308
Part III: Going-Private Transactions and Leveraged Buyouts 317
Chapter 8: Leveraged Buyouts 319
Terminology 319
Historical Trends in LBOs 320
Management Buyouts 328
Conflicts of Interest in Management Buyouts 332
U.S. Courts' Position on Leveraged Buyout Conflicts 333
Financing for Leveraged Buyouts 342
Returns to Stockholders from LBOs 350
Returns to Stockholders from Divisional Buyouts 351
Empirical Research on Wealth Transfer Effects 356
Protection for Creditors 357
Intra-industry Effects of Buyouts 358
Chapter 9: The Private Equity Market 359
History of the Private equity and LBO Business 359
Private Equity Market 360
Computing Private Equity Internal Rates of Return 374
Characteristics of Private Equity Returns 375
Replicating Private Equity Investing 379
Board Interlocks and Likelihood of Targets to Receive Private Equity Bids 380
Secondary Market for Private Equity Investments 380
Chapter 10: High-Yield Financing and the Leveraged Loan Market 383
History of the Junk Bond Market 383
Leveraged Loan Market 394
Stapled Financing 397
Part IV: Corporate Restructuring 401
Chapter 11: Corporate Restructuring 403
Divestitures 406
Divestiture and Spinoff Process 417
Managerial Ownership and Sell-Off Gains 422
Activists and Sell-Offs 422
Shareholder Wealth Effects of Spinoffs: U.S. versus Europe 431
Equity Carve-Outs 438
Voluntary Liquidations or Bust-Ups 444
Tracking Stocks 445
Master Limited Partnerships and Sell-Offs 447
Chapter 12: Restructuring in Bankruptcy 451
Types of Business Failure 452
Causes of Business Failure 453
Bankruptcy Trends 458
U.S. Bankruptcy Laws 462
Reorganization versus Liquidation 463
Reorganization Process 464
Benefits of the Chapter 11 Process for the Debtor 471
Prepackaged Bankruptcy 475
Workouts 479
Corporate Control and Default 484
Liquidation 485
Investing in the Securities of Distressed Companies 486
Chapter 13: Corporate Governance 491
Structure of Corporations and Their Governance 491
CEO Severance Payments 508
Managerial Compensation, Mergers, and Takeovers 508
CEO Compensation and Power 509
Golden Parachutes 513
Compensation Characteristics of Boards that are more likely to keep Agency Costs in Check 515
Role of the Board of Directors 516
Antitakeover Measures and Board Characteristics 526
Disciplinary Takeovers, Company Performance, CEOs, and boards 529
Merger Strategy and Corporate Governance 530
CEO Compensation and M& A Programs
Do Boards Reward CEOs for Initiating Acquisitions and Mergers? 530
CEO Compensation and Diversification Strategies 531
Agency Costs and Diversification Strategies 532
Interests of Directors and M& As
Managerial Compensation and Firm Size 534
Corporate Control Decisions and Their Shareholder Wealth Effects 535
Does Better Corporate Governance Increase Firm Value? 536
Corporate Governance and Competition 537
Executive Compensation and Postacquisition Performance 538
Mergers of Equals and Corporate Governance 539
Chapter 14: Joint Ventures and Strategic Alliances 549
Contractual Agreements 549
Comparing Strategic Alliances and Joint Ventures with Mergers and Acquisitions 550
Joint Ventures 550
Strategic Alliances 556
Chapter 15: Valuation 565
Valuation Methods: Science or Art? 567
Managing Value as an Antitakeover Defense 567
Benchmarks of Value 568
How the Market Determines Discount Rates 580
Valuation of the Target's Equity 593
Marketability of the Stock 593
Takeovers and Control Premiums 597
Valuation of Stock-for-Stock Exchanges 602
Shareholder Wealth Effects and Methods of Payment 603
Exchange Ratio 609
Fixed Number of Shares versus Fixed Value 616
Merger Negotiations and Stock Offers: Halliburton versus Baker Hughes 617
International Takeovers and Stock-for-Stock Transactions 617
Desirable Financial Characteristics of Targets 618
Chapter 16: Tax Issues in M& A
Financial Accounting for M& As
Taxable versus Tax-Free Transactions 628
Tax Consequences of a Stock-for-Stock Exchange 631
Asset Basis Step-Up 632
Changes in the Tax Laws 633
Role of Taxes in the Merger Decision 634
Role of Taxes in the Choice of Sell-Off Method 636
Organizational Form and M& A Premiums
Capital Structure and Propensity to Engage in Acquisitions 637
Taxes as a Source of Value in Management Buyouts 638
Miscellaneous Tax Issues 639
Glossary 645
Index 657
EULA 675

Produkt-Details

• Erscheint lt. Verlag: 27.11.2017
• Reihe/Serie: Wiley Corporate F&A
• Reihe/Serie: Wiley Corporate F&A
• Sprache: englisch
• Themenwelt: Recht / Steuern ► Wirtschaftsrecht
• Themenwelt: Wirtschaft ► Betriebswirtschaft / Management ► Finanzierung
• Themenwelt: Wirtschaft ► Betriebswirtschaft / Management ► Planung / Organisation
• Themenwelt: Wirtschaft ► Betriebswirtschaft / Management ► Rechnungswesen / Bilanzen
• Schlagworte: Accounting • Corporate Finance • Rechnungswesen
• ISBN-10: 1-119-38075-8 / 1119380758
• ISBN-13: 978-1-119-38075-7 / 9781119380757