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Mergers, Acquisitions, and Corporate Restructurings, 6th Edition


Corporate restructurings are an indispensable tool in building a new generation of re-engineered companies with the power and resources to compete on a global playing field. Written from a practical and historical perspective, Mergers, Acquisitions, and Corporate Restructurings, Fourth Edition carefully analyzes the strategies and motives that inspire M&As, the laws and rules that govern the field, as well as the offensive and defensive techniques of hostile acquisitions.


Part 1: Background

Chapter 1 Introduction

Recent M&A Trends

Valuing a Transaction

Types of Mergers

Merger Consideration

Merger Professionals

Merger Arbitrage

Leveraged Buyouts and the Private Equity Market

Corporate Restructuring

Merger Negotiations

Merger Agreement

Merger Approval Procedures

Deal Closing

Short-Form Merger

Freezeouts and the Treatment of Minority Shareholders

Reverse Mergers

Holding Companies

Chapter 2 History of Mergers

Merger Waves

What Causes Merger Waves?

First Wave, 1897–1904

Second Wave, 1916–1929

The 1940s

Third Wave, 1965–1969

Trendsetting Mergers of the 1970s

Fourth Wave, 1984–1989

Fifth Wave

Sixth Merger Wave

Chapter 3 Legal Framework

Laws Governing Mergers, Acquisitions, and Tender Offers

Other Specific Takeover Rules in the United States

International Securities Laws Relating to Takeovers

U.S. State Corporation Laws and Legal Principles

State Antitakeover Laws

Regulation of Insider Trading

Antitrust Laws

Measuring Concentration and Defining Market Share

European Competition Policy

Chapter 4 Merger Strategy



Operating Synergy


Types of Focus Increases

Focus Increasing Asset Sales Raise Value

Explanation for the Diversification Discount

Other Economic Motives

Hubris Hypothesis of Takeovers

Do Managerial Agendas Drive M&A?

Other Motives

Part 2: Hostile Takeovers

Chapter 5 Antitakeover Measures

Management Entrenchment Hypothesis versus Stockholder Interests Hypothesis

Rights of Target’s Boards to Resist: United States Compared to the Rest of the World

Preventative Antitakeover Measures

Changing the State of Incorporation

Active Antitakeover Defenses

Information Content of Takeover Resistance

Chapter 6 Takeover Tactics

Preliminary Takeover Steps

Tender Offers

Advantages of Tender Offers Over Open Market Purchases

Proxy Fights

Chapter 7 Hedge Funds as Activist Investors

Macroeconomic Foundations of the Growth of Activist Funds

Hedge Funds as Acquirers

Part 3: Going-Private Transactions and Leveraged Buyouts

Chapter 8 Going-Private Transactions and Leveraged Buyouts


Historical Trends in LBOs

Management Buyouts

Conflicts of Interest in Management Buyouts

U.S. Courts’ Position on Leveraged Buyout Conflicts

Financing for Leveraged Buyouts

Returns to Stockholders from LBOs

Returns to Stockholders from Divisional Buyouts

Empirical Research on Wealth Transfer Effects

Protection for Creditors

Intra-Industry Effects of Buyouts

Chapter 9 The Private Equity Market

History of the Private Equity and LBO BusinessPrivate Equity Market

Secondary Market for Private Equity Investments

Chapter 10 The Junk Bond and the Leveraged Loan Market and Stapled Financing

History of the Junk Bond Market

Stapled Financing

Part 4: Corporate Restructuring

Chapter 11 Corporate Restructuring


Divestiture and Spinoff Process

Market Liquidity and the Decision to Divest a Unit

Round Trip Wealth Effects

Wealth Effects of Selloffs

Managerial Ownership and Selloff Gains

Activists and Selloffs

Shareholder Wealth Effects of Spinoffs: U.S. versus Europe

Equity Carve-Outs

Voluntary Liquidations or Bustups

Tracking Stocks

Master Limited Partnerships and Selloffs

Chapter 12 Restructuring in Bankruptcy

Types of Business Failure

Causes of Business Failure

Bankruptcy Trends

U.S. Bankruptcy Laws

Reorganization versus Liquidation

Reorganization Process

Benefits of the Chapter 11 Process for the Debtor

Prepackaged Bankruptcy


Corporate Control and Default


Investing in the Securities of Distressed Companies

Chapter 13 Corporate Governance

Structure of Corporations and Their Governance

Golden Parachutes

CEO Severance Payments

Reform of Excesses of Golden Parachutes and Severance Payments

Managerial Compensation, Mergers, and Takeovers

CEO Compensation and Power

Compensation Characteristics of Boards That Are More Likely to Keep Agency Costs in Check

Role of the Board of Directors

Regulatory Standards for Directors

Antitakeover Measures and Board Characteristics

Disciplinary Takeovers, Company Performance, CEOs, and Boards

Merger Strategy and Corporate Governance

CEO Compensation and M&A Programs

Do Boards Reward CEOs for Initiating Acquisitions and Mergers?

CEO Compensation and Diversification Strategies

Agency Costs and Diversification Strategies

Interests of Directors and M&As

Managerial Compensation and Firm Size

Corporate Control Decisions and Their Shareholder Wealth Effects

Does Better Corporate Governance Increase Firm Value?

Corporate Governance and Competition

Executive Compensation and Postacquisition Performance

Mergers of Equals and Corporate Governance

Chapter 14 Joint Ventures and Strategic Alliances

Contractual Agreements

Comparing Strategic Alliances and Joint Ventures with Mergers and Acquisitions

Joint Ventures

Strategic Alliances

Chapter 15 Valuation

Valuation Methods: Science or Art?

Managing Value as an Antitakeover Defense

Benchmarks of Value

How the Market Determines Discount Rates

Valuation of the Target’s Equity

Marketability of the Stock

Takeovers and Control Premiums

Valuation of Stock-for-Stock Exchanges

Shareholder Wealth Effects and Methods of Payment

Exchange Ratio

Fixed Number of Shares versus Fixed Value

Adjusting Stock Offers for the Effects of Stock Options and Convertible Securities

International Takeovers and Stock-for-Stock Transactions

Desirable Financial Characteristics of Targets

Chapter 16 Tax Issues in M&A

Financial Accounting for M&As

Taxable versus Tax-Free Transactions

Tax Consequences of a Stock-For-Stock Exchange

Asset Basis Step-Up

Changes in the Tax Laws

Role of Taxes in the Merger Decision

Role of Taxes in the Choice Selloff Method

Organizational Form and M& A Premiums

Capital Structure and Propensity to Engage in Acquisitions

Leverage and Deal Structure

Taxes as a Source of Value in Management Buyouts

Miscellaneous Tax Issues