Mergers, Acquisitions, and Corporate Restructurings

The comprehensive guide to mergers, acquisitions, and corporate restructurings
Mergers, Acquisitions, and Corporate Restructurings is an all-inclusive guide to M&As that illustrates how restructuring can be used successfully, how each form works, and the laws that govern them. This updated edition includes the latest statistics, research, graphs, and case studies on the private equity market, ethics, legal frameworks, and corporate governance, presented in a more approachable, manageable way. Written from a practical and historical perspective, this book carefully analyzes the strategies and motives that inspire M&As, the legalities involved each step of the way, and the offensive and defensive techniques used during hostile acquisitions.
Corporate restructurings are indispensable in building a new generation of re-engineered companies with the power and resources to compete on the global playing field. This book covers the full spectrum of transactions, from megadeals to downsizing, and takes a fresh look at restructuring and how it is being used to revitalize and supercharge companies.
Learn how corporate restructuring helps companies compete
Discover the common impetus behind M&As
Understand the laws and rules that govern the field
Examine more effective strategies for hostile acquisitions
The slowdown in the world's economy means that mergers and corporate restructuring will likely increase. It is essential for students and professionals to fully understand the concepts and mechanics behind these transactions, and Mergers, Acquisitions, and Corporate Restructurings is the comprehensive guide to the field.

Auteur
PATRICK A. GAUGHAN is President of Economatrix Research Associates, Inc., an economic and financial consulting firm serving a large number of Fortune 500 companies. The firm specializes in the application of economics and finance to litigated matters. He is often called upon to serve as an expert witness and measure damages in lawsuits, including those involving mergers and acquisitions. He has taught mergers and acquisitions for over twenty years and is a graduate-level professor of economics and finance at the Silberman College of Business, Fairleigh Dickinson University.

Texte du rabat
The Essential Guide to M&A, Revised and Updated The Sixth Edition of this practical resource continues to provide corporate leaders with a proven guide to the most current information available for understanding mergers and acquisitions in today's competitive market. Mergers, Acquisitions, and Corporate Restructurings analyzes the up-to-date strategies and motives that prompt M&A, the laws and rules that govern the field, as well as the techniques to use when considering hostile acquisition. Thoroughly revised and filled with the most current research, graphs, and illustrative case studies, this book explores the most recent takeover trends on an international level as well as the role of leveraged transactions and private equity financing. Comprehensive in scope, the book includes a current, historical, and global perspective on the M&A field. The author reveals the effect of the increasing role of hedge funds in corporate restructurings and shows how shareholder wealth can affect a variety of takeover actions. Details on how bankruptcy can be employed as an effective restructuring technique are included as well as the latest developments in corporate governance. Gaughan also outlines the pros and cons of joint ventures and strategic alliances and includes the primary methods used to value public and private companies. Written by noted business valuations expert Patrick Gaughan, Mergers, Acquisitions, and Corporate Restructurings, Sixth Edition, gives an expert's perspective on M&A in today's global marketplace, and clearly shows how your company can benefit from corporate restructuring.

Résumé
The comprehensive guide to mergers, acquisitions, and corporate restructurings Mergers, Acquisitions, and Corporate Restructurings is an all-inclusive guide to M&As that illustrates how restructuring can be used successfully, how each form works, and the laws that govern them. This updated edition includes the latest statistics, research, graphs, and case studies on the private equity market, ethics, legal frameworks, and corporate governance, presented in a more approachable, manageable way. Written from a practical and historical perspective, this book carefully analyzes the strategies and motives that inspire M&As, the legalities involved each step of the way, and the offensive and defensive techniques used during hostile acquisitions. Corporate restructurings are indispensable in building a new generation of re-engineered companies with the power and resources to compete on the global playing field. This book covers the full spectrum of transactions, from megadeals to downsizing, and takes a fresh look at restructuring and how it is being used to revitalize and supercharge companies. Learn how corporate restructuring helps companies compete Discover the common impetus behind M&As Understand the laws and rules that govern the field Examine more effective strategies for hostile acquisitions The slowdown in the world's economy means that mergers and corporate restructuring will likely increase. It is essential for students and professionals to fully understand the concepts and mechanics behind these transactions, and Mergers, Acquisitions, and Corporate Restructurings is the comprehensive guide to the field.

Contenu
Preface xi PART I: BACKGROUND Chapter 1: Introduction 3 Recent M&A Trends 3 Terminology 12 Valuing a Transaction 15 Types of Mergers 15 Merger Consideration 16 Merger Professionals 17 Merger Arbitrage 20 Leveraged Buyouts and the Private Equity Market 21 Corporate Restructuring 21 Merger Negotiations 23 Merger Agreement 30 Merger Approval Procedures 30 Deal Closing 32 Short-Form Merger 33 Freeze-Outs and the Treatment of Minority Shareholders 33 Reverse Mergers 34 Holding Companies 38 Chapter 2: History of Mergers 41 Merger Waves 41 What Causes Merger Waves? 42 First Wave, 1897-1904 42 Second Wave, 1916-1929 48 The 1940s 49 Third Wave, 1965-1969 49 Trendsetting Mergers of the 1970s 56 Fourth Wave, 1984-1989 62 Fifth Wave 67 Sixth Merger Wave 73 Chapter 3: Legal Framework 75 Laws Governing Mergers, Acquisitions, and Tender Offers 76 Other Specific Takeover Rules in the United States 88 International Securities Laws Relating to Takeovers 89 U.S. State Corporation Laws and Legal Principles 98 State Antitakeover Laws 101 Regulation of Insider Trading 109 Antitrust Laws 111 Measuring Concentration and Defining Market Share 117 European Competition Policy 121 Chapter 4: Merger Strategy 125 Growth 125 Synergy 136 Operating Synergy 138 Diversification 148 Types of Focus Increases 154 Focus Increasing Asset Sales Increase Firm Values 154 Explanation for the Diversification Discount 155 Do Diversified or Focused Firms Do Better Acquisitions? 159 Other Economic Motives 159 Hubris Hypothesis of Takeovers 169 Do Managerial Agendas Drive M&A? 173 Other Motives 177 PART II: HOSTILE TAKEOVERS Chapter 5: Antitakeover Measures 187 Management Entrenchment Hypothesis versus Stockholder Interests Hypothesis 188 Rights of Targets Boards to Resist: United States Compared to the Rest of the World 189 Preventative Antitakeover Measures 189 Changing the State of Incorporation 214 Active Antitakeover Defenses 214 Information Content of Takeover Resistance 247 Chapter 6: Takeover Tactics 249 Preliminary Takeover Steps 250 Tender Offers 257 Advantages of Tender Offers over Open Market Purchases 272 Proxy Fights 279 Chapter 7: Hedge Funds as Activist Investors 291 Macroeconomic Foundations of the Growth of Activist Funds 294 Hedge Funds as Acquirers 301 PART III: GOING-PRIVATE TRANSACTIONS AND LEVERAGED BUYOUTS Chapter 8: Going-Private Transactions and Leveraged Buyouts 311 Terminology…