Negotiations form the heart of mergers and acquisitions efforts, for their conclusions contain both anticipated and unforeseen implications. Don DePamphilis presents a summary of negotiating and deal structuring that captures its dynamic process, showing readers how brokers, bankers, accountants, attorneys, tax experts, managers, investors, and others must work together and what happens when they don't. Writtten for those who seek a broadly-based view of M&A and understand their own roles in the process, this book treads a middle ground between highly technical and dumbed-down descriptions of complex events. It mixes theory with case studies so the text is current and useful. Unique and practical, this book can add hard-won insights to anybody's list of M&A titles..
Presents negotiation as a team effort
Includes all participants, from investment bankers to accountants and business managers
Emphasizes the interactive natures of decisions about assets, payments, and appropriate legal structures
Written for those who seek summarizing, non-technical information
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.
Preface Acknowledgments Chapter 1. Introduction to Negotiating Mergers and Acquisitions Key Participants in Negotiating Mergers and Acquisitions Senior/Operating Management Investment Bankers Lawyers Accountants Prenegotiation: Profiling the Target Market and Firm Profiling the Market/Industry Profiling the Firm Estimating the Price Range of an Initial Offer Prenegotiation: First Contact Confidentiality Agreement Term Sheet Letter of Intent Negotiation Developing a Negotiating Strategy Concurrent Activities Refining Valuation Deal Structuring Conducting Due Diligence Developing the Financing Plan or Strategy: The Reality Check A Case in Point: Pfizer Acquires Wyeth in an Attempt to Kick-Start Growth Chapter 2. Selecting the Form of Acquisition Vehicle and Postclosing Organization Alternative Acquisition Vehicle and Postclosing Organizational Structures Corporate Structure Limited Liability Company Partnership Structures Equity Partnership or Minority Investment Employee Stock Ownership Plans Holding Company Choosing the Appropriate Acquisition Vehicle Choosing the Appropriate Postclosing Organization A Case in Point: Vivendi Universal and GE Combine Entertainment Assets to Form NBC Universal Chapter 3. Selecting the Form of Payment Form of Payment or Total Consideration Cash Payment Noncash Payment Cash and Stock in Combination Managing Risk and Closing the Gap on Price Postclosing Price Adjustments Earnouts and Other Contingent Payments Contingent Value Rights Distributed or Staged Payouts Rights, Royalties, and Fees Using Collar Arrangements to Preserve Shareholder
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- © Academic Press 2011
- 23rd September 2010
- Academic Press
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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.
Clinical Professor of Finance, Loyola Marymount University, Los Angeles, CA, USA
"The author provides clear and thorough explanations of the relevant steps in negotiating and structuring M&A transactions. This text does a marvelous job of incorporating current events and recent deals to illustrate the key aspects of the deal process." --Matthew Cain, University of Notre Dame