Mergers, Acquisitions, and Corporate Restructurings

摘要: Preface. Part One Background. 1 Introduction. Recent M&A Trends. Definitions. Valuing A Transaction. Types of Mergers. Reasons For Mergers And Acquisitions. Merger Financing. Professionals. Arbitrage. Leveraged Buyouts The Private Equity Market. Corporate Restructuring. Negotiations. Agreement. Approval Procedures. Short-Form Merger. Freezeouts Treatment Minority Shareholders. Purchase Assets Compared With Stock. Structuring Deal. Assumption Seller's Liabilities. Advantages Asset Selloffs. Reverse Holding Companies. 2 History Waves. What Causes Waves? First Wave, 1897 1904. Second 1916-1929. 1940s. Third 1965 1969. Trendsetting the 1970s. Fourth 1984 1989. Fifth Wave. Sixth Summary. 3 Legal Framework. Laws Governing Mergers, Acquisitions, Tender Offers. Securities Laws. Other Specific Takeover Rules In United States. International Relating To Takeovers. Business Judgment Rule. State Antitakeover Regulation Insider Trading. Antitrust Trends Enforcement Measuring Concentration Defining Market Share. European Competition Policy. Remedies. 4 Strategy. Growth. Synergy. Operating Diversification. Economic Motives. Hubris Hypothesis Tax Two Hostile 5 Measures. Management Entrenchment Versus Stockholder Interests Hypothesis. Preventative Changing Incorporation. Active Defenses. Information Content Resistance. 6 Tactics. Preliminary Steps. Open Purchases Street Sweeps. Offers Over Purchases. Arbitrage Downward Price Pressures Around Announcements. Proxy Fights. Hedge Funds As Activist Investors Three Going Transactions Buyouts. 7 Terminology. Historical LBOS. Costs Being Public Company. Conflicts Interest U.S. Court's Position On Conflicts. Financing Returns Stockholders From Divisional Empirical Research Wealth Transfer Effects. Protection Creditors. 8 Topics Transactions. Junk Bonds Stapled Securitization 9 Employee Stock Ownership Plans. Growth ESOPS. Characteristics Unleveraged Finance Uses Voting ESOP Shares. Cash Flow Implications. Valuation Contributed Into An ESOP. Eligibility Put Options Dividends Paid. ESOPS Offering Risk Benefits LESOPS. Balance Sheet Effects Drawbacks Performance. Defense. Shareholder Wealth. Four 10 Divestitures. Divestiture Spinoff Process. Carve-Outs. Voluntary Liquidations Or Bustups. Tracking Stocks. Master Limited Partnerships 11 Restructuring Bankruptcy. Failure. Bankruptcy Reorganization Liquidation. Chapter Process Debtor. Prepackaged Workouts. Control Default. Investing Distressed 12 Governance. Failed Governance: Accounting Scandals. Sarbanes-Oxley Act. Regulatory Changes. Golden Parachutes. Managerial Compensation, and CEO Compensation Power. Boards That Are More Likely to Keep Agency. in Check. Role Board Directors. Interlocking Boards. Independence Standards for Measures Characteristics. Disciplinary Takeovers, Company Performance, CEOs, Strategy Do Reward CEOs Initiating Acquisitions Mergers? Diversi cation Strategies. Agency Directors M&As. Firm Size. Decisions Their Does Better Governance Increase Value? Executive Postacquisition Equals SUMMARY. 13 Joint Ventures Strategic Alliances. Contractual Agreements. Comparing Alliances Ventures. 14 Valuation. Methods: Science or Art? Managing Value as an Benchmarks Value. How Determines Discount Rates. Target's Equity. Takeovers Premiums. Marketability Stock-for-Stock Exchanges. versus Percentage Methods Payment. Exchange Ratio. Fixed Number Shares Desirable Financial Targets. Appendix. 15 Issues. Taxable Tax-Free Consequences Stock-For-Stock Exchange. Basis Step-Up. Changes Taxes Decision. Choice Selloff Method. Organizational Form Capital Structure Propensity Engage Leverage Deal Structure. Source Miscellaneous Glossary. About Author. Index.