Applied Mergers And Acquisitions Rarity
Foreword
Mergers/acquisitions have insignificant effect on the overall financial performance of petroleum firms in Kenya. Also, there is improvement in the firms‟ performance after the merging/acquisition takes place. It recommends that merging and acquisition should not be used to keep failing business alive but to increase competitiveness. Merger accounting is applied in only limited circumstances. Merger accounting is not allowed under International Financial Reporting. Standards (IFRS); all business combinations must be treated as acquisitions. However, Indonesian GAAP currently allows the use of the uniting-of-interests method in certain rare.
Capital, and reductions in transportation and transaction costs. It may be that mergers or acquisitions are the quickest, cheapest, or only way to attain these benefits. 10 The gains from mergers and acquisitions are not, however, limited to narrowly considered gains to the firms (and ultimately to consumers).
Preface
Part 1 Introduction and Key Themes 1
Chapter 1 Introduction and Executive Summary 3
Chapter 2 Ethics in M&A 13
Chapter 3 Does M&A Pay? 30
Part 2 Strategy and the Origination of Transaction Proposals 67
Chapter 4 M&A Activity 69
Chapter 5 Cross-Border M&A 98
Chapter 6 Strategy and the Uses of M&A to Grow or Restructure the Firm 123
Chapter 7 Acquisition Search and Deal Origination: Some Guiding Principles 183
Part 3 Diligence, Valuation, and Accounting 205
Chapter 8 Due Diligence 207
Chapter 9 Valuing Firms 247
Chapter 10 Valuing Options 296
Chapter 11 Valuing Synergies 325
Chapter 12 Valuing the Firm across Borders 348
Chapter 13 Valuing the Highly Levered Firm, Assessing the Highly Levered Transaction 393
Chapter 14 Real Options and Their Impact on M&A 424
Chapter 15 Valuing Liquidity and Control 455
Chapter 16 Financial Accounting for Mergers and Acquisitions 478
Chapter 17 Momentum Acquisition Strategies: An Illustration of Why Value Creation Is the Best Financial Criterion 511
Part 4 Design of Detailed Transaction Terms 529
Chapter 18 An Introduction to Deal Design in M&A 531
Chapter 19 Choosing the Form of Acquisitive Reorganization 547
Mergers And Acquisitions Books
Chapter 20 Choosing the Form of Payment and Financing 564
Chapter 21 Framework for Structuring the Terms of Exchange: Finding the 'Win-Win' Deal 589
Chapter 22 Structuring and Valuing Contingent Payments in M&A 609
Chapter 23 Risk Management in M&A 636
Chapter 24 Social Issues 668
Part 5 Rules of the Road: Governance, Laws, and Regulations 683
Chapter 25 How a Negotiated Deal Takes Place 685
Chapter 26 Governance in M&A: The Board of Directors and Shareholder Voting 703
Chapter 27 Rules of the Road: Securities Law, Issuance Process, Disclosure, and Insider Trading 725
Chapter 28 Rules of the Road: Antitrust Law 742
Chapter 29 Documenting the M&A Deal 766
Part 6 Competition, Hostility, and Behavioral Effects in M&A 771
Chapter 30 Negotiating the Deal 773
Chapter 31 Auctions in M&A 790
Chapter 32 Hostile Takeovers: Preparing a Bid in Light of Competition and Arbitrage 804
Chapter 33 Takeover Attack and Defense 824
Chapter 34 The Leveraged Restructuring as a Takeover Defense: The Case of American Standard 856
Part 7 Communication, Integration, and Best Practice 877
Chapter 35 Communicating the Deal: Gaining Mandates, Approvals, and Support 879
Chapter 36 Framework for Postmerger Integration 891
Chapter 37 Corporate Development as a Strategic Capability: The Approach of GE Power Systems 914
Chapter 38 M&A 'Best Practices': Some Lessons and Next Steps 926
About the CD-ROM 939
References and Suggestions for Further Reading 945
Index 1001
From the Back Cover:'A well written and comprehensive journey into M&A...an essential reference for any M&A practitioner...this isn’t just a book about great thoughts and process, but rather how to turn insight into deals, and deals into lasting value.'
–From the Foreword by Joseph R. Perella
Chairman, Institutional Securities and Investment Banking Group, Morgan Stanley
'Bob Bruner’s Applied Mergers and Acquisitions is a masterful and comprehensive treatment of the topic of M&A. The book is remarkably complete, discussing economic valuation, legal considerations, deal structure, ethics, accounting, post-merger integration–and more. It blends material from practice and from academia in an easy-to-read style, making it a must-read, and want-to-read, for anyone interested in this subject.'
–Peter Tufano
Sylvan C. Coleman Professor of Financial Management, Harvard Business School
'How many books really succeed in teaching M&A practitioners to distinguish among deals that should be avoided, deals that are promising but can’t be executed by the teams involved, and deals where significant value can be achieved? We should start the count with Bruner’s Applied Mergers and Acquisitions. Bruner is the ultimate teacher for practitioners who want to improve performance.'
–Edward A. Snyder
Dean and George Pratt Shultz Professor of Economics, University of Chicago Graduate School of Business
'Bob Bruner has achieved the impossible: covering in one book all relevant economic, financial, accounting, legal, and tax aspects of mergers and acquisitions and illustrating each concept with case studies. Impressive!'
–Theo Vermaelen
Professor of Finance, INSEAD
'Bob Bruner’s book combines the best of academic thinking and business practice on one of the most fascinating and challenging topics in all of business. The area of mergers and acquisitions stretches executives and scholars to consider the whole realm of management practice–from strategy, to finance, to law, to negotiations, to integration planning, to human behavior.'
–Robert S. Harris
Dean, Darden Graduate School of Business Administration, University of Virginia
ROBERT F. BRUNER is the Distinguished Professor of Business Administration at the Darden School of the University of Virginia and Executive Director of the Batten Institute. He directs the Darden School’s executive education course on mergers and acquisitions, and teaches the popular MBA elective on that topic. He is the author of over 250 case studies and a casebook, Case Studies in Finance: Managing for Corporate Value Creation, which has been adopted for use at over 200 schools. Bruner’s articles have been published in the Journal of Financial Economics, the Journal of Accounting and Economics, the Journal of Financial and Quantitative Analysis, the Journal of Money, Credit, and Banking, and Financial Management. He has served as a consultant to over twenty corporations as well as to the U.S. Government, and prior to his academic career, worked as a commercial banker and venture capitalist. Bruner holds a BA from Yale University, and an MBA and DBA from Harvard University.
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