DAVID J. BenDANIEL is the Don and Margi Berens Professor of Entrepreneurship at the Johnson Graduate School of Management at Cornell University, where he serves as a Senior Fellow of the Entrepreneurship and Personal Enterprise Program. He held a senior vice presidency in Textron Corporation's American Research and Development division, was a group vice president at Exxon Enterprises, and started General Electric's Technical—Ventures Operation. He has been featured in publications including Fortune, BusinessWeek, Success Magazine, and Physics Today.
ARTHUR H. ROSENBLOOM is Managing Director of CFC Capital Corp., a firm specializing in securities valuation, litigation support, merger and acquisition advisory, and private placements of debt and equity. Rosenbloom's M&A advisory and valuation work has involved him with companies as diverse as Blockbuster Video, VNU, American Express, Hyatt Corp., and Continental Airlines, Inc., to name a few. His contributions on investment banking—related topics have appeared in Inc., Forbes, BusinessWeek, and the Harvard Business Review.
JAMES J. HANKS Jr. is a partner in the Baltimore office of Ballard Spahr Andrews & Ingersoll, LLP. In private practice, he represents publicly and privately held corporations and other entities in securities offerings and other financing transactions. He is also an Adjunct Professor at the Johnson Graduate School of Management at Cornell University, where he teaches international mergers and acquisitions, and an Adjunct Professor of Law at Cornell Law School, where he teaches a course in U.S. and European corporate governance at the Cornell Law School Summer Institute at the Sorbonne in Paris.
Part One: Chapter Questions.
Part Two: Student Outlines of Supplementary Lectures.
Forms of Business Integration.
Types of Buyer.
Why Do Buyers Buy and Why Do Sellers Sell?
Consideration Used in M&A Transactions.
Failure of M&A Transactions to Live Up to Expectations.
The Anatomy of a Merger.
Description of Merger Stages.
Due Diligence Checklist.
Cross-Border Transactional Pricing and Structuring.
Part Three: Agreements and Forms.
Engagement Buy Side.
Engagement Sell Side.
Table of Contents of Descriptive Memorandum.
Letter of Intent.
Bringdown Opinion Letter.
Part Four: Questions on National Australia Bank Ltd. and Michigan National Corporation Agreement and Plan of Merger.
Part Five: Questions on DaimlerChrysler Merger.
Part Six: Answers to Chapter Questions.
Part Seven: Additional Readings.