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　　A comprehensive guide to the world of mergers and acquisitions

Why do so many MandA transactions fail? And what drives the success

of those deals that are consummated? Robert Bruner explains that

MandA can be understood as a response by managers to forces of

turbulence in their environment. Despite the material failure rates

of mergers and acquisitions, those pulling the trigger on key

strategic decisions can make them work if they spend great care and

rigor in the development of their MandA deals. By addressing the

key factors of MandA success and failure, Applied Mergers and

Acquisitions can help readers do this. Written by one of the

foremost thinkers and educators in the field, this invaluable

resource teaches readers the art and science of MandA valuation,

deal negotiation, and bargaining, and provides a framework for

considering tradeoffs in an effort to optimize the value of any

MandA deal. Applied Mergers and Acquisitions is part of a complete

suite of resources on MandA that includes a workbook and a CD-ROM

with additional spreadsheets. Robert F. Bruner, MBA, DBA

(Charlottesville, VA), is the Distinguished Professor of Business

Administration at the Darden School at 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 holds a BA from Yale University, and a MBA and DBA from Harvard

University.0471395064 A comprehensive guide to the world of mergers

and acquisitions 0471395064 A comprehensive guide to the world of

mergers and acquisitions Why do so many MandA transactions fail?

And what drives the success of those deals that are consummated?

Robert Bruner explains that MandA can be understood as a response

by managers to forces of turbulence in their environment. Despite

the material failure rates of mergers and acquisitions, those

pulling the trigger on key strategic decisions can make them work

if they spend great care and rigor in the development of their

MandA deals. By addressing the key factors of MandA success and

failure, Applied Mergers and Acquisitions can help readers do this.

Written by one of the foremost thinkers and educators in the field,

this invaluable resource teaches readers the art and science of

MandA valuation, deal negotiation, and bargaining, and provides a

framework for considering tradeoffs in an effort to optimize the

value of any MandA deal. Applied Mergers and Acquisitions is part

of a complete suite of resources on MandA that includes a workbook

and a CD-ROM with additional spreadsheets. Robert F. Bruner, MBA,

DBA (Charlottesville, VA), is the Distinguished Professor of

Business Administration at the Darden School at 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 holds a BA from Yale University, and a MBA and DBA from Harvard

University.

Foreword

Preface

PART ONE: INTRODUCTION AND KEY THEMES

CHAPTER 1: Introduction and Executive Summary "How Can My Team

Do Better Than the Averages?" A Framework for M&A Success

Seven New Big Ideas Worthy of the Best Practitioners

CHAPTER 2: Ethics in M&A Why Should One Care? In Whose

Interests? What Is Good?-Consequences, Duties, Virtues

Promoting Ethical Behavior

Greenmail Case: Walt Disney, 1984

CHAPTER 3: Does M&A Pay? The Measurement of M&A

Profitability: Better Than What? Findings Based on the Analysis of

Returns to Shareholders

Findings Based on the Analysis of Reported Financial

Performance

Findings about the Drivers of Profitability

Findings from Surveys of Executives

Findings from Clinical Studies

PART TWO: STRATEGY AND THE ORIGINATION OF TRANSACTION

PROPOSALS

CHAPTER 4: M&A Activity M&A Activity Appears in

Waves

Explanations of M&A Activity

"Creative Destruction" as the Driver of M&A Activity

The Many Forms of Economic Turbulence, and Where to Look for

It

Turbulence Drives M&A Activities and Opportunities

CHAPTER 5: Cross-Border M&A Cross-Border M&A

Activity

M&A within Regions and Trading Blocs

Drivers of and Returns from Cross-Border M&A

Strategic Analysis of Countries: Getting a "View." CHAPTER 6:

Strategy and the Uses of M&A to Grow or Restructure the Firm

Setting Strategy

Expansion by Inorganic Growth

Restructuring, Redeployment, and Sale

Choosing a Path

Does It Pay to Diversify or Focus the Firm? CHAPTER 7:

Acquisition Search and Deal Origination: Some Guiding Principles

Eight Principles of Acquisition Search

Case Study: Kestrel Ventures LLC

PART THREE: DILLGENCE, VALUATION, AND ACCOUNTING

CHAPTER 8: Due Diligence The Concept of Due Diligence

Principles and Strategies

Timing, Team, and Outputs

The Target's View: The Data Room and Its Pressures

Focus on Knowledge

Excellence in Due Diligence

CHAPTER 9: Valuing Firms Rule #1: Think Like an Investor

Rule #2: Intrinsic Value Is Unobservable; We Can Only Estimate

It

Rule #3: An Opportunity to Create Value Exists Where Price and

Intrinsic Value Differ

Rule #4: So Many Estimators, So Little Time-It Helps to "Have a

View." Rule #5: Exercise Estimators of Intrinsic Value to Find Key

Value Drivers and Bets

Rule #6: Think Critically; Triangulate Carefully

Rule #7: Focus on Process, Not Product

Rule #8: When in Doubt, see Rule #1

Valuation Case: Chrysler Corporation, March 1998

CHAPTER 10: Valuing Options Option Basics

Option Theory

Option Applications

A Practical Guide to Financial Option Valuation, with Some

Important Caveats

CHAPTER 11: Valuing Synergies The Concept of Synergy

Synergy Estimates Must Be a Central Focus of M&A

Analysis

A Framework for Synergy Analysis

Estimating Synergy Value, with Examples

Synergies in the Daimler/Chrysler Merger

Rules of Thumb

CHAPTER 12: Valuing the Firm across Borders How Borders Affect

M&A Valuation

Strategy for DCF Approach: Home versus Foreign Valuation

Adjusting Cash Flows

Estimating the Discount Rate

Recapitulation: Valuation Process with Adjusted CAPM

Valuation Cases across Borders

CHAPTER 13: Valuing the Highly Levered Firm, Assessing the

Highly Levered Transaction The World of Highly Levered Firms

The Effect of Leverage on Firm Value

The "Whole Deal" Approach

A Case in Leveraged Recapitalization: Koppers Company

LBO Case: MediMedia International, Ltd

LBO Case #2: Revco Drug Stores

CHAPTER 14: Real Options and Their Impact on M&A Types of

Real Options

Where Real Options Appear in M&A

Why Not Value Everything as an Option? How to Assess the Impact

of Real Options

Four Mini-Cases in the Analysis of Real Options

CHAPTER 15: Valuing Liquidity and Control Adjusting Values for

Discounts and Premiums

Where Do Illiquidity Discounts Come From? Where Do Control

Premiums Come From? Interaction of Liquidity and Control

Case Study: Volvo/Renault, 1993

CHAPTER 16: Financial Accounting for Mergers and Acquisitions

Overview of Purchase Accounting

How to Interpret Reported Financial Results from a Business

Combination

Linkage among Accounting Choices, Form of Payment, Financing,

and Price

Dangers of Earnings Management

CHAPTER 17: Momentum Acquisition Strategies: An Illustration of

Why Value Creation Is the Best Financial Criterion Four Cautionary

Tales

Momentum Acquisition Strategies

The Arguments for and against Momentum Acquiring

Value Creation Is the Best Criterion for Evaluating Acquisition

Strategies

Momentum versus Value Strategies

PART FOUR: DESIGN OF DETAILED TRANSACTION TERMS

CHAPTER 18: An Introduction to Deal Design in M & A

Deal Structures Are Solutions to Economic Problems

Possible Desirables in Designing a Deal

Design Leads to Results

Each Deal Is a System: The "Whole Deal" Perspective

Some Implications for the Deal Designer

CHAPTER 19: Choosing the Form of Acquisitive Reorganization Five

Key Concerns for the Deal Designer

Deals That Are Immediately Taxable to the Selling

Shareholders

Deals That Defer Tax to the Selling Shareholders

CHAPTER 20: Choosing the Form of Payment and Financing Patterns

and Trends in Form of Payment

Does Form of Payment Matter? Considerations in Selecting the

Form of Payment

Assessing the Financing Aspects of a Deal

CHAPTER 21: Framework for Structuring the Terms of Exchange:

Finding the "Win-Win" Deal A Model for Critically Assessing

Exchange Ratios

Uses and Illustration of the Model

Extension to Cash-for-Stock Deals

Choosing Exchange Ratio Targets in the "Win-Win" Zone

CHAPTER 22: Structuring and Valuing Contingent Payments in

M&A Contingent Payments in M&A

Earnouts Can Be Useful; But If So, Why Aren't They Ubiquitous?

Earnouts Are Options on Future Performance

Structuring an Earnout

Tax and Accounting Considerations

A Generic Approach to Valuing Earnout Instruments

The Eli Lilly Case

Proposing and Negotiating an Earnout and Other Contingent

Payments

CHAPTER 23: Risk Management in M&A Value at Risk When a Deal

Fails

Transaction Risk: Types and Sources

Types of Risk Management

Collars and Their Analysis

Contingent Value Rights Case

Staged Acquiring Case

Where and When to Manage Risk

CHAPTER 24: Social Issues The Importance of Social Issues in

M&A

Survey of Social Issues

Impact of Social Issues on Attractiveness of the Deal

Case Studies in the Role of Social Issues

PART FIVE: RULES OF THE ROAD: GOVERNANCE, LAWS, AND

REGULATIONS

CHAPTER 25: How a Negotiated Deal Takes Place The Deal Shaping

Process

Risks: How the Process Can Get Derailed

Transaction Planning and Preparation

Initiating Discussions

First-Round Documents

The Definitive Agreement

Disclosures to Investors and Regulators

Gaining Approval

Case Study: Daimler-Benz and Chrysler

CHAPTER 26: Governance in M&A: The Board of Directors and

Shareholder Voting Governing Well Is Hard to Do

Good Governance Pays

How Shareholders Rule

Fiduciary Duties of Target Directors in Considering M&A

Preparing for the Board's Review of a Deal

How Can Firms Be Governed Better? CHAPTER 27: Rules of the Road:

Securities Law, Issuance Process, Disclosure, and Insider Trading

Overview of Key Securities Laws and Rules

International Law Comparison

Disclosures

Insider Trading

Observance of Deal Process

CHAPTER 28: Rules of the Road: Antitrust Law Antitrust Law:

History and Motives

How Antitrust Regulators and Laws Affect M&A

U.S

Antitrust Merger Guidelines

Premerger Review Process in the United States

Antitrust Regulation of M&A in the European Union

Critical Perspectives on Antitrust Policy

CHAPTER 29: Documenting the M&A Deal First-Round

Documents

Definitive Agreement

Merger Proxy Statement and Prospectus

PART SIX: COMPETITION, HOSTILITY, AND BEHAVIORAL EFFECTS IN

M&A

CHAPTER 30: Negotiating the Deal The Relevance of Negotiation

Process

Behavioral Finance

Influencing Bargaining Outcomes: An Overview of the

Challenge

How to Prepare for a Negotiation

Managing the Negotiation Process Proactively

CHAPTER 31: Auctions in M&A Auction Structures and

Motives

Advantages and Disadvantages of Auctions

Auctions in Practice: The Case of RJR Nabisco

The "Winner's Curse" in M&A: Is It Real? Some Practical

Advice to Sellers in Auctions

CHAPTER 32: Hostile Takeovers: Preparing a Bid in Light of

Competition and Arbitrage Takeovers Are Games

A Profile of Hostile Takeovers

Beware of the Players, Both on the Field and Off

The Arb Is the Consummate Economic Actor

Interpreting Arbitrage Spreads

The Arb Assesses a Recapitalization Proposal in Terms of Blended

Value

Government Constraints on the Game

Selling Shareholders Face a Prisoner's Dilemma

To Set a Bid Price: Think Like an Investor

The Game Has Implications for Design and Defense of

Takeovers

CHAPTER 33: Takeover Attack and Defense The Prevalence of

Antitakeover Defenses

Profile of the Target of a Hostile Bid

Optionality in Takeover Attack and Defense

Tactics of Takeover Attack

Tactics of Takeover Defense

Implications for the Practitioner

CHAPTER 34: The Leveraged Restructuring as a Takeover Defense:

The Case of American Standard The American Standard Case

The Response

Of Parachutes, Pills, and Litigation

Restructuring Defenses

When Does a Restructuring Make Sense? PART SEVEN: Communication,

Integration, and Best Practice

CHAPTER 35: Communicating the Deal: Gaining Mandates, Approvals,

and Support Core Challenges to Effective Communication

Some Guiding Principles for Communicating the Deal

Presenting the "Concept Proposal." Communicating the Deal to the

Board for Approval

Communicating with Employees

Announcing the Deal to the Public

CHAPTER 36: Framework for Postmerger Integration Integration

Strategy

Implementation of Integration Strategy

The Case of Union Bank of Switzerland and Swiss Bank

Corporation

Integration as Transformation

CHAPTER 37: Corporate Development as a Strategic Capability: The

Approach of GE Power Systems Business Development at GE Power

Systems

Deal Process at GE Power Systems

The M&A "Factory": Operationalizing Business Development

Implications for Best Practice

CHAPTER 38: M&A "Best Practices": Some Lessons and Next

Steps Some Elements of M&A Best Practice

Where the Sidewalk Ends

Developing Best Practitioners

The End of It All

About the CD-ROM

Ref...

　　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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书籍介绍

A comprehensive guide to the world of mergers and acquisitions Why do so many MandA transactions fail? And what drives the success of those deals that are consummated? Robert Bruner explains that MandA can be understood as a response by managers to forces of turbulence in their environment. Despite the material failure rates of mergers and acquisitions, those pulling the trigger on key strategic decisions can make them work if they spend great care and rigor in the development of their MandA deals. By addressing the key factors of MandA success and failure, Applied Mergers and Acquisitions can help readers do this. Written by one of the foremost thinkers and educators in the field, this invaluable resource teaches readers the art and science of MandA valuation, deal negotiation, and bargaining, and provides a framework for considering tradeoffs in an effort to optimize the value of any MandA deal. Applied Mergers and Acquisitions is part of a complete suite of resources on MandA that includes a workbook and a CD-ROM with additional spreadsheets. Robert F. Bruner, MBA, DBA (Charlottesville, VA), is the Distinguished Professor of Business Administration at the Darden School at 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 holds a BA from Yale University, and a MBA and DBA from Harvard University.0471395064 A comprehensive guide to the world of mergers and acquisitions 0471395064 A comprehensive guide to the world of mergers and acquisitions Why do so many MandA transactions fail? And what drives the success of those deals that are consummated? Robert Bruner explains that MandA can be understood as a response by managers to forces of turbulence in their environment. Despite the material failure rates of mergers and acquisitions, those pulling the trigger on key strategic decisions can make them work if they spend great care and rigor in the development of their MandA deals. By addressing the key factors of MandA success and failure, Applied Mergers and Acquisitions can help readers do this. Written by one of the foremost thinkers and educators in the field, this invaluable resource teaches readers the art and science of MandA valuation, deal negotiation, and bargaining, and provides a framework for considering tradeoffs in an effort to optimize the value of any MandA deal. Applied Mergers and Acquisitions is part of a complete suite of resources on MandA that includes a workbook and a CD-ROM with additional spreadsheets. Robert F. Bruner, MBA, DBA (Charlottesville, VA), is the Distinguished Professor of Business Administration at the Darden School at 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 holds a BA from Yale University, and a MBA and DBA from Harvard University.