Mergers and Acquisitions : A Practitioner's Guide to Successful Deals / Edited By : Harvey A. Poniachek.

This book seeks to provide an effective and comprehensive framework, predominantly embedded in corporate finance, for achieving greater success. Written by academics and practitioners, it integrates business strategies with formal analysis relating to M&A deal making, by utilizing scholarly work with best practices by industry. The authors provide extensive analytical review and applications of the following critical M&A issues: valuation, leveraged buyouts, payment methods and their implications, tax issues, corporate governance, and the regulatory environment, including antitrust in M&A. The book globalizes the M&A model by extending it to cross-border business, risk and select hedging methods, and addresses postmerger integration.

Contents

Introduction

Preface;

About the Editor;

About the Contributors;

Chapter 1 Introduction to Mergers and Acquisitions; Introduction; Growth Through Mergers; Merger Trends and Main Influences; M & A Data; M & A Theories/Models; Process, Performance; The Book's Scope;

Chapter 2 Doing the Deal: The Framework; M & A Data & Trends M & A Models & PerformanceSuccess and Failure of M Reasons for Failure; Why Mergers and the Merger Process; M & A Transactional Forms; Statutory Merger or Consolidation; Approaches to M Friendly or Hostile Bids; Deal Protection and Deal Certainty; Deal Protection Devices; Break-Up Fees; "No-Shops," "No Talks" and "Don't Ask, Don't Waive" Standstills; Board Recommendations, Fiduciary Outs and "Force-the-Vote" Provisions; Crown Jewels; MAE Clauses; Committed Deal Structures, Optionality and Remedies for Failure to Close; Fixed and Floating Exchange Ratios; Merger Models; M & A Defined Reasons for M & AThe Overall Process;

Chapter 3 The Due Diligence Process in M & A Transactions; Introduction; The Purpose of the Due Diligence Process; The Different Types of Buyers and Targets; Types of Due Diligence; General Business Diligence; Legal Due Diligence; Financial Due Diligence; Tax Due Diligence; HR Due Diligence; IT Due Diligence; Compliance and Regulatory Due Diligence; Roles; The Timing of the Due Diligence Process; General Timing; The NDA; Obtaining Information; Other Considerations; The Contract Drafting Process; R & W Insurance Due Diligence from the Investment Bankers' PerspectiveDue Diligence from the Target's Perspective; A Word on Sell-Side and Vendor Due Diligence; The Role of Due Diligence Post Acquisition; The Forest for the Trees; Summary;

Chapter 4 The Legal and Regulatory Framework of the M & A Market; Introduction; State Laws and Regulations; State Antitakeover Laws; Business Combination Statutes; Control Share Statutes; Fair Price Statutes; Director Discretion Statutes; Authorized Defenses; Federal Securities Laws; The Securities Act of 1933; The Securities Exchange Act of 1934; Proxy Solicitations Tender OfferAntitrust Laws; The Horizontal Merger Guidelines; Market Definition and Concentration; Entry; Efficiencies; Failure and Exiting Assets; Regulation of Acquisitions by Foreign Persons (Exon-Florio); Industry-Specific Regulations; Sarbanes-Oxley Act of 2002; Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; Summary;

Chapter 5 Corporate Governance and Control: The Board's Role in M Specific Board Responsibilities; Legal Responsibilities; Duty of Care; Duty of Loyalty; Chapter

6 Antitakeover Measures; Introduction Antitakeover Defense Measures
Why Do We Need Them?

(Totally 16 Chapters. Remaining Chapters see in the Book )

"The survival and prosperity of any corporation over the long term depend on the company's ability to grow and develop through a process of investment, restructuring, and redeployment. Since the late 19th century, mergers and acquisitions (M & As) have become an essential vehicle for corporate change, fuelled by synergies that could arise from expansion of sales and earnings, reduction in cost, and lower taxes and cost of capital. M & A transactions, however, are complex and risky and are affected by the state business cycle, financial conditions, regulations, and technology. Approximately two-thirds of all M & A deals fail. This book seeks to provide an effective and comprehensive framework, predominantly embedded in corporate finance, for achieving greater success. Written by academics and practitioners, it integrates business strategies with formal analysis relating to M & A deal making, providing a coherent statement on M & A by utilizing scholarly work with best practices by industry. The authors provide extensive analytical review and applications of the following critical M & A issues: valuation, leveraged buyouts, payment methods and their implications, tax issues, corporate governance, and the regulatory environment, including antitrust in M & A. The book globalizes the M & A model by extending it to cross-border business, risk and select hedging methods, and addresses postmerger integration."-