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The Art of Capital Restructuring: Creating Shareholder Value through Mergers and Acquisitions



The Robert W. Kolb Series in Finance is an unparalleled source of information dedicated to the most important issues in modern finance. Each book focuses on a specific topic in the field of finance and contains contributed chapters from both respected academics and experienced financial professionals. As part of the Robert W. Kolb Series in Finance, The Art of Capital Restructuring contains comprehensive insights on both the art and science of this dynamic discipline.

Mergers, acquisitions, and corporate restructuring represent a fast-paced and highly complex environment in which transactions provide unique opportunities with considerable risk. It requires an evolving understanding of various issues, and this book considers many of them. Divided into six comprehensive parts—with each chapter containing a set of discussion questions to reinforce key concepts—The Art of Capital Restructuring offers essential insights that both financial veterans and aspiring professionals need to succeed.

Topics covered throughout this timely guide include:

  • Merger waves, takeover regulation, and corporate governance

  • Standard valuation methods and real options, as well as the adjustment needed for the implicit minority discount

  • The M&A deal process, from sources of financing and means of payment to negotiation and integration

  • The impact of restructuring on bondholders and behavioral effects in M&As

  • Restructuring activities, including financial restructuring, going private, and leveraged buyouts

Skillfully blending theory with practice, this book will put you in a better position to make the most informed decisions with regard to capital restructuring in today's dynamic business world.

H. Kent Baker, PhD, CFA, CMA, is University Professor of Finance and Kogod Research Professor at the Kogod School of Business at American University, Washington, D.C. He has published extensively in leading academic and professional finance journals including the Journal of Finance, Journal of Financial and Quantitative Analysis, Financial Management, Financial Analysts Journal, and Journal of Portfolio Management. He has also published more than a dozen books including several corporate finance textbooks. Recognized as one of the most prolific authors in finance during the past 50 years, Professor Baker has consulting and training experience with more than 100 organizations.

Halil Kiymaz is Bank of America Chair and Professor of Finance at the Crummer Graduate School of Business at Rollins College. He holds the Chartered Financial Analyst (CFA) designation and has served as a grader for the CFA Institute. Professor Kiymaz maintains an extensive research agenda focusing on everything from international M&As to the financial management of multinationals, and has published more than 50 articles in scholarly and practitioner journals. He is the recipient of several research awards, including the McGraw-Hill Irwin Best Paper Award and Outstanding Research Award at the Global Conference on Business and Finance.


1 Mergers, Acquisitions, and Corporate Restructuring: An Overview (H. Kent Baker and Halil Kiymaz).

Part I Background.

2 Merger Waves (Jarrad Harford).

3 Takeover Regulation (Marina Martynova and Luc Renneboog).

4 Corporate Governance and M&As (Fei Xie).

5 Ethical and Social Issues in M&As (Robert W. McGee).

6 Theoretical Issues on Mergers, Acquisitions, and Divestitures (Abdul H. Rahman).

7 The Short-term and Long-term Performance of M&As (Shantanu Dutta and Samir Saadi).

Part II Valuation.

8 Standard Valuation Methods for M&As (Pablo Fernandez).

9 Real Options and Their Impact on M&As (Hemantha Herath and John S. Jahera Jr.).

10 The Law and Finance of Control Premiums and Minority Discounts (Helen Bowers).

11 Cross-Border Valuation Effects in Developed and Emerging Markets (Wenjie Chen).

Part III The M&A Deal Process.

12 Sources of Financing and Means of Payments in M&As (Marina Martynova and Luc Renneboog).

13 Cultural Due Diligence (Ronald F. Piccolo and Mary Bardes).

14 Negotiation Process, Bargaining Area, and Contingent Payments (William A. Grimm).

15 Merger Negotiations: Takeover Process, Selling Procedure, and Deal Initiation (Nihat Aktas and Eric De Bodt).

16 Postacquisition Planning and Integration (Olimpia Meglio and Arturo Capasso).

17 Organizational and Human Resource Issues in M&As (Siddhartha S. Brahma).

Part IV Takeovers and Behavioral Effects.

18 Takeover Strategies (Shailendra Shail Pandit).

19 Defensive Strategies in Takeovers (Christian Rauch and Mark Wahrenburg).

20 The Impact of Restructuring on Bondholders (Luc Renneboog and Peter G. Szilagyi).

21 Behavioral Effects in M&As (Jens Hagendorff).

Part V Recapitalization and Restructuring.

22 Financial Restructuring (Otgontsetseg Erhemjamts and Kartik Raman).

23 Going Private and Leveraged Buyouts (Onur Bayar).

24 International Takeovers and Restructuring (Rita Biswas).

Part VI Special Topics.

25 Joint Ventures and Strategic Alliances: Alternatives to M&As (Tomas Mantecon and James A. Conover).

26 Fairness Opinions in M&As (Seven M. Davidoff, Anil K. Makhija, and Rajesh P. Narayanan).

27 How Initial Public Offerings Affect M&A Markets: The Dual Tracking Phenomenon (Roberto Ragozzino and Jeffrey J. Reuer).

28 The Diversification Discount (Seoungpil Ahn).

29 Partial Acquisitions: Motivation and Consequences on Firm Performance (Pengcheng Zhu and Shantanu Dutta).

Answers to End-of-Chapter Discussion Questions.