Mergers and Acquisitions Basics

1st Edition

All You Need To Know

Authors: Donald DePamphilis
Paperback ISBN: 9780123749482
eBook ISBN: 9780080959092
Imprint: Academic Press
Published Date: 23rd September 2010
Page Count: 304
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Mergers and Acquisitions Basics: All You Need to Know provides an introduction to the fundamental concepts of mergers and acquisitions. Key concepts discussed include M&As as change agents in the context of corporate restructuring; legal structures and strategies employed in corporate restructuring; takeover strategies and the impact on corporate governance; takeover defenses; and players who make mergers and acquisitions happen. The book also covers developing a business plan and the tools used to evaluate, display, and communicate information to key constituencies both inside and outside the corporation; the acquisition planning process; the negotiation, integration planning, and closing phases; financing transactions; and M&A post-merger integration. This book is written for buyers and sellers of businesses, financial analysts, chief executive officers, chief financial officers, operating managers, investment bankers, and portfolio managers. Others who may have an interest include bank lending officers, venture capitalists, government regulators, human resource managers, entrepreneurs, and board members. The book may also be used as a companion or supplemental text for undergraduate and graduate students taking courses on mergers and acquisitions, corporate restructuring, business strategy, management, governance, and entrepreneurship.

Key Features

  • Describes a broad view of the mergers and acquisition process to illustrate agents' interactions
  • Simplifies without overgeneralizing
  • Bases conclusions on empirical evidence, not experience and opinion
  • Features a recent business case at the end of each chapter
  • Readership

    Students and professionals around the world who are studying or working in mergers and acquisitions. The book is especially useful for readers who seek material that lies between intensive and superficial coverage of these subjects. It requires only passing acquaintance with finance, economics, business law, and accounting.

    Table of Contents

    Preface Acknowledgments

    1. Introduction to Mergers and Acquisitions Mergers and Acquisitions as Change Agents Why Mergers and Acquisitions Happen Synergy Diversification Strategic Realignment Hubris and the “Winner’s Curse” Buying Undervalued Assets (The Q-Ratio) Mismanagement (Agency Problems) Managerialism Tax Considerations Market Power Misvaluation Alternative Forms of Corporate Restructuring Mergers and Consolidations Acquisitions, Divestitures, Spinoffs, Carve-Outs, and Buyouts Friendly versus Hostile Takeovers Alternative Ways to Increase Shareholder Value A Case in Point: Mars Buys Wrigley in One Sweet Deal
    2. What History Tells Us about M&A Performance Merger and Acquisition Waves Why M&A Waves Occur Similarities and Differences among Merger Waves Why It is Important to Anticipate Merger Waves Do Mergers and Acquisitions Pay Off for Shareholders, Bondholders, and Society? Premerger Returns to Shareholders Postmerger Returns to Shareholders Specific Characteristics Vary Acquirer Returns Aquifer Experience May Not Improve Long-Term Performance of Combined Companies Bidder Returns Are Good Predictors of Successful Transactions Bondholder Payoffs Payoffs for Society Why Some M&As Fail to Meet Expectations Overpaying Overestimating Synergies Slow Integration Long-Term Performance is Similar for M&As, Business Alliances, and Solo Ventures A Case in Point: Consolidation in the Telecommunications Industry
    3. Developing Takeover Strategies and the Impact on Corporate Governance Corporate Governance Alternative Models of Corporate Governance Internal Factors That Affect Corporate Governance


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    About the Author

    Donald DePamphilis

    Donald M. DePamphilis has a Ph.D. in economics from Harvard University and has managed more than 30 acquisitions, divestitures, joint ventures, minority investments, as well as licensing and supply agreements. He is currently Clinical Professor of Finance at the College of Business Administration at Loyola Marymount University in Los Angeles. He has also taught mergers and acquisitions and corporate restructuring at the Graduate School of Management at the University of California, Irvine, and Chapman University to undergraduates, MBA, and Executive MBA students. He has published a number of articles on economic forecasting, business planning, and marketing. As Vice President of Electronic Commerce at Experian, Dr. DePamphilis managed the development of an award winning Web Site. He was also Vice President of Business Development at TRW Information Systems and Services, Director of Planning at TRW, and Chief Economist at National Steel Corporation.

    Affiliations and Expertise

    Clinical Professor of Finance, Loyola Marymount University, Los Angeles, CA, USA


    "A masterfully written text for the M&A student and professional: clear, concise, comprehensive, practical, and insightful."--Lloyd Levitin, Professor of Clinical Finance and Business Economics, University of Southern California