Description
Foreword. Preface. PART ONE: INTRODUCTION AND KEY THEMES. CHAPTER 1: Introduction and Executive Summary CHAPTER 2: Ethics in M&A CHAPTER 3: Does M&A Pay? PART TWO: STRATEGY AND THE ORIGINATION OF TRANSACTION PROPOSALS. CHAPTER 4: M&A Activity CHAPTER 5: Cross-Border M&A CHAPTER 6: Strategy and the Uses of M&A to Grow or Restructure the Firm CHAPTER 7: Acquisition Search and Deal Origination: Some Guiding Principles PART THREE: DILLGENCE, VALUATION, AND ACCOUNTING. CHAPTER 8: Due Diligence CHAPTER 9: Valuing Firms CHAPTER 10: Valuing Options CHAPTER 11: Valuing Synergies CHAPTER 12: Valuing the Firm across Borders CHAPTER 13: Valuing the Highly Levered Firm, Assessing the Highly Levered Transaction CHAPTER 14: Real Options and Their Impact on M&A CHAPTER 15: Valuing Liquidity and Control CHAPTER 16: Financial Accounting for Mergers and Acquisitions CHAPTER 17: Momentum Acquisition Strategies: An Illustration of Why Value Creation Is the Best Financial Criterion PART FOUR: DESIGN OF DETAILED TRANSACTION TERMS. CHAPTER 18: An Introduction to Deal Design in M & A. CHAPTER 19: Choosing the Form of Acquisitive Reorganization CHAPTER 20: Choosing the Form of Payment and Financing CHAPTER 21: Framework for Structuring the Terms of Exchange: Finding the “Win-Win” Deal CHAPTER 22: Structuring and Valuing Contingent Payments in M&A CHAPTER 23: Risk Management in M&A CHAPTER 24: Social Issues PART FIVE: RULES OF THE ROAD: GOVERNANCE, LAWS, AND REGULATIONS. CHAPTER 25: How a Negotiated Deal Takes Place CHAPTER 26: Governance in M&A: The Board of Directors and Shareholder Voting CHAPTER 27: Rules of the Road: Securities Law, Issuance Process, Disclosure, and Insider Trading CHAPTER 28: Rules of the Road: Antitrust Law CHAPTER 29: Documenting the M&A Deal PART SIX: COMPETITION, HOSTILITY, AND BEHAVIORAL EFFECTS IN M&A. CHAPTER 30: Negotiating the Deal CHAPTER 31: Auctions in M&A CHAPTER 32: Hostile Takeovers: Preparing a Bid in Light of Competition and Arbitrage CHAPTER 33: Takeover Attack and Defense CHAPTER 34: The Leveraged Restructuring as a Takeover Defense: The Case of American Standard PART SEVEN: Communication, Integration, and Best Practice. CHAPTER 35: Communicating the Deal: Gaining Mandates, Approvals, and Support CHAPTER 36: Framework for Postmerger Integration CHAPTER 37: Corporate Development as a Strategic Capability: The Approach of GE Power Systems CHAPTER 38: M&A “Best Practices”: Some Lessons and Next Steps About the CD-ROM. References and Suggestions for Further Reading. Index.
