Art of Capital Restructuring

H. Kent Baker, PhD, CFA, CMA, is University Professor of Finance and Kogod Research Professor at the Kogod School of Business at American University, Washington, D.C. He has published extensively in leading academic and professional finance journals including the Journal of Finance, Journal of Financial and Quantitative Analysis, Financial Management, Financial Analysts Journal, and Journal of Portfolio Management. He has also published more than a dozen books including several corporate finance textbooks. Recognized as one of the most prolific authors in finance during the past 50 years, Professor Baker has consulting and training experience with more than 100 organizations. Halil Kiymaz is Bank of America Chair and Professor of Finance at the Crummer Graduate School of Business at Rollins College. He holds the Chartered Financial Analyst (CFA) designation and has served as a grader for the CFA Institute. Professor Kiymaz maintains an extensive research agenda focusing on everything from international M&As to the financial management of multinationals, and has published more than 50 articles in scholarly and practitioner journals. He is the recipient of several research awards, including the McGraw-Hill Irwin Best Paper Award and Outstanding Research Award at the Global Conference on Business and Finance.

• Acknowledgments ix1 Mergers, Acquisitions, and Corporate Restructuring: An Overview 1H. Kent Baker and Halil KiymazPart I Background2 Merger Waves 17Jarrad Harford3 Takeover Regulation 39Marina Martynova and Luc Renneboog4 Corporate Governance and M&As 57Fei Xie5 Ethical and Social Issues in M&As 71Robert W. McGee6 Theoretical Issues on Mergers, Acquisitions, and Divestitures 87Abdul H. Rahman7 The Short-Term and Long-Term Performance of M&As 105Shantanu Dutta and Samir SaadiPart II Valuation8 Standard Valuation Methods for M&As 127Pablo Fernandez9 Real Options and Their Impact on M&As 151Hemantha Herath and John S. Jahera Jr.10 The Law and Finance of Control Premiums and Minority Discounts 169Helen Bowers11 Cross-Border Valuation Effects in Developed and Emerging Markets 185Wenjie ChenPart III the M&A Deal Process12 Sources of Financing and Means of Payment in M&As 205Marina Martynova and Luc Renneboog13 Cultural Due Diligence 223Ronald F. Piccolo and Mary Bardes14 Negotiation Process, Bargaining Area, and Contingent Payments 243William A. Grimm15 Merger Negotiations: Takeover Process, Selling Procedure, and Deal Initiation 261Nihat Aktas and Eric de Bodt16 Postacquisition Planning and Integration 281Olimpia Meglio and Arturo Capasso17 Organizational and Human Resource Issues in M&As 297Siddhartha S. BrahmaPart IV Takeovers and Behavioral Effects18 Takeover Strategies 323Shailendra (Shail) Pandit19 Defensive Strategies in Takeovers 339Christian Rauch and Mark Wahrenburg20 The Impact of Restructuring on Bondholders 359Luc Renneboog and Peter G. Szilagyi21 Behavioral Effects in M&As 385Jens HagendorffPart V Recapitalization and Restructuring22 Financial Restructuring 401Otgontsetseg Erhemjamts and Kartik Raman23 Going Private and Leveraged Buyouts 419Onur Bayar24 International Takeovers and Restructuring 437Rita BiswasPart VI Special Topics25 Joint Ventures and Strategic Alliances: Alternatives to M&As 461Tomas Mantecon and James A. Conover26 Fairness Opinions in M&As 483Steven M. Davidoff, Anil K. Makhija, and Rajesh P. Narayanan27 How Initial Public Offerings Affect M&A Markets: The Dual Tracking Phenomenon 495Roberto Ragozzino and Jeffrey J. Reuer28 The Diversification Discount 511Seoungpil Ahn29 Partial Acquisitions: Motivation and Consequences on Firm Performance 527Pengcheng Zhu and Shantanu DuttaAnswers to End-of-Chapter Discussion Questions 545Index 581