Mergers and Acquisitions

Name: Mergers and Acquisitions
Author: Steven M. Bragg

A Condensed Practitioner′s Guide

Gebonden Engels 2008 9780470398944

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Samenvatting

Accounting expert Steven Bragg equips you with a working knowledge of the complete M&A process throughout
Mergers and Acquisitions: A Condensed Practitioner′s Guide, with comprehensive, reader–friendly, and straightforward advice on principal business terms, as well as the due diligence process, the customary contractual provisions, legal background, and how–to′s applicable to business acquisitions. Destined to become a well–thumbed addition to every manager′s library, this essential guide addresses the entire acquisition process with pragmatic information that will serve you as an excellent reference whether you are a novice or expert acquirer.

Specificaties

ISBN13:9780470398944

Taal:Engels

Bindwijze:gebonden

Aantal pagina's:320

Uitgever:John Wiley & Sons

Hoofdrubriek:Strategisch management, Financieel management

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Inhoudsopgave

Preface.
About the Author.
Free On–Line Resources by Steve Bragg.
1. The Acquisition Process.
Why We Acquire.
Why a Target Sells.
Acquisition Strategy.
The Basic Acquisition Process Flow.
The Auction Process Flow.
Locating and Culling Acquisition Targets.
The Optimal Target Size.
Evaluate Acquisition Targets with Alliances.
Acquisition Risks for the Buyer Valuation.
Acquisition Risks for the Buyer Legal.
Acquisition Risks for the Seller.
Acquisition Follow–Up Activities.
The Hostile Takeover.
Defending Against a Hostile Takeover.
Summary.
2. Key Participants.
The Acquisition Team.
Attorneys.
Board of Directors.
Brokers.
The Chief Executive Officer.
Investment Bankers.
Investor and Public Relations.
Lenders.
Line Managers.
Specialist Consultants.
Players in Hostile Takeovers.
Integration Team.
Summary.
3. Valuing an Acquisition Target.
Alternative Valuation Methods.
The Control Premium.
Synergy Gains.
The Discounted Cash Flow (DCF) Model.
Constructing Cash Flow Scenarios.
Cash Flow Adjusting Factors.
The Earnout.
Qualitative Factors.
Which Valuation Method is Best?
The Method of Payment.
Summary.
4. The Term Sheet.
Reasons for Using a Term Sheet.
Components of a Term Sheet.
Summary.
5. Due Diligence.
Due Diligence Team Staffing.
Due Diligence Interviews.
Due Diligence Overview.
Due Diligence Market Overview.
Due Diligence Culture.
Due Diligence Personnel.
Due Diligence Intellectual Property.
Due Diligence Brands.
Due Diligence Risk Management.
Due Diligence Capacity.
Due Diligence Assets.
Due Diligence Liabilities.
Due Diligence Equity.
Due Diligence Profitability.
Due Diligence Cash Flow.
Due Diligence Customers.
Due Diligence Product Development.
Due Diligence Production Process.
Due Diligence Information Technology.
Due Diligence Legal Issues.
Due Diligence for a Business Segment.
Due Diligence Forecasts.
Due Diligence Missing Information.
Complexity Analysis.
Due Diligence Red Flags.
Due Diligence Seller′s Perspective.
Due Diligence Documentation.
Summary.
6. The Purchase Agreement.
Components of a Purchase Agreement.
The Merger Section.
The Letter of Transmittal Section.
The Representations and Warranties Section Seller.
The Representations and Warranties Section Buyer.
The Survival of Representations and Warranties Section.
The Conduct of Business Section.
The Additional Agreements Section.
The Closing Section.
The Termination Prior to Closing Section.
The Supporting Documents Section.
Exhibits.
The Seller Disclosure Schedule.
The Closing Memorandum.
Special Clauses.
Post–Closing Activities.
Negotiating the Purchase Agreement.
Mechanics of the Close.
Summary.
7. The Acquisition Integration Process.
Integration Timing.
Integration Planning.
Synergy Realization.
The Integration Manager.
The Integration Team.
Integration Communications Internal.
Integration Communications External.
Anger Management.
Progress Reporting External.
Culture Issues.
Employee Integration Qualification Assessment.
Employee Integration Job Positioning.
Employee Integration Relocations.
Employee Integration Key Employees.
Employee Integration Founders.
Employee Integration Unions.
Layoffs.
Compensation Integration.
Sales Integration.
Process Integration.
Technology Integration.
Controls Integration.
Board Integration.
Integration Metrics.
Integration Pacing.
Summary.
8. Accounting for Acquisitions.
Purchase Price Allocation.
Fair Value Determination.
Intangibles Identification.
Duplicative Assets and Assets Targeted for Disposition.
Example of the Accounting for an Acquisition (with Goodwill).
Example of the Accounting for an Acquisition (with no Goodwill).
Initial Goodwill Impairment Testing.
Ongoing Goodwill Impairment Testing.
Example of Goodwill Impairment Testing.
Timing of Annual Goodwill Impairment Testing.
Push–Down Accounting.
Summary.
9. Types of Acquisitions.
The Tax Implications of a Acquisition.
The Asset Acquisition.
The Type A Reorganization.
The Type B Reorganization.
The Type C Reorganization.
The Type D Reorganization.
The Triangular Merger.
The Reverse Triangular Merger.
The All–Cash Acquisition.
Appraisal Rights.
Summary.
10. Government Regulation.
Anti–Trust Regulations.
International Anti–Trust Regulations.
Environmental Regulations.
Summary.
Appendix A: Due Diligence Checklist.
Index.