Applied Mergers and Acquisitions

ROBERT F. BRUNER is the Distinguished Professor of Business Administration at the Darden School of the University of Virginia and Executive Director of the Batten Institute. He directs the Darden School's executive education course on mergers and acquisitions, and teaches the popular MBA elective on that topic. He is the author of over 250 case studies and a casebook, Case Studies in Finance: Managing for Corporate Value Creation, which has been adopted for use at over 200 schools. Bruner's articles have been published in the Journal of Financial Economics, the Journal of Accounting and Economics, the Journal of Financial and Quantitative Analysis, the Journal of Money, Credit, and Banking, and Financial Management. He has served as a consultant to over twenty corporations as well as to the U.S. Government, and prior to his academic career, worked as a commercial banker and venture capitalist. Bruner holds a BA from Yale University, and an MBA and DBA from Harvard University.

• ForewordPrefacePart 1 Introduction and Key Themes 1Chapter 1 Introduction and Executive Summary 3Chapter 2 Ethics in M&A 13Chapter 3 Does M&A Pay? 30Part 2 Strategy and the Origination of Transaction Proposals 67Chapter 4 M&A Activity 69Chapter 5 Cross-Border M&A 98Chapter 6 Strategy and the Uses of M&A to Grow or Restructure the Firm 123Chapter 7 Acquisition Search and Deal Origination: Some Guiding Principles 183Part 3 Diligence, Valuation, and Accounting 205Chapter 8 Due Diligence 207Chapter 9 Valuing Firms 247Chapter 10 Valuing Options 296Chapter 11 Valuing Synergies 325Chapter 12 Valuing the Firm across Borders 348Chapter 13 Valuing the Highly Levered Firm, Assessing the Highly Levered Transaction 393Chapter 14 Real Options and Their Impact on M&A 424Chapter 15 Valuing Liquidity and Control 455Chapter 16 Financial Accounting for Mergers and Acquisitions 478Chapter 17 Momentum Acquisition Strategies: An Illustration of Why Value Creation Is the Best Financial Criterion 511Part 4 Design of Detailed Transaction Terms 529Chapter 18 An Introduction to Deal Design in M&A 531Chapter 19 Choosing the Form of Acquisitive Reorganization 547Chapter 20 Choosing the Form of Payment and Financing 564Chapter 21 Framework for Structuring the Terms of Exchange: Finding the "Win-Win" Deal 589Chapter 22 Structuring and Valuing Contingent Payments in M&A 609Chapter 23 Risk Management in M&A 636Chapter 24 Social Issues 668Part 5 Rules of the Road: Governance, Laws, and Regulations 683Chapter 25 How a Negotiated Deal Takes Place 685Chapter 26 Governance in M&A: The Board of Directors and Shareholder Voting 703Chapter 27 Rules of the Road: Securities Law, Issuance Process, Disclosure, and Insider Trading 725Chapter 28 Rules of the Road: Antitrust Law 742Chapter 29 Documenting the M&A Deal 766Part 6 Competition, Hostility, and Behavioral Effects in M&A 771Chapter 30 Negotiating the Deal 773Chapter 31 Auctions in M&A 790Chapter 32 Hostile Takeovers: Preparing a Bid in Light of Competition and Arbitrage 804Chapter 33 Takeover Attack and Defense 824Chapter 34 The Leveraged Restructuring as a Takeover Defense: The Case of American Standard 856Part 7 Communication, Integration, and Best Practice 877Chapter 35 Communicating the Deal: Gaining Mandates, Approvals, and Support 879Chapter 36 Framework for Postmerger Integration 891Chapter 37 Corporate Development as a Strategic Capability: The Approach of GE Power Systems 914Chapter 38 M&A "Best Practices": Some Lessons and Next Steps 926About the CD-ROM 939References and Suggestions for Further Reading 945Index 1001