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　　A comprehensive guide to the world of mergers and

acquisitions

Why do so many M&A transactions fail? And what drives the

success of those deals that are consummated? Robert Bruner explains

that M&A can be understood as a response by managers to forces

of turbulence in their environment. Despite the material failure

rates of mergers and acquisitions, those pulling the trigger on key

strategic decisions can make them work if they spend great care and

rigor in the development of their M&A deals. By addressing the

key factors of M&A success and failure, Applied Mergers and

Acquisitions can help readers do this. Written by one of the

foremost thinkers and educators in the field, this invaluable

resource teaches readers the art and science of M&A valuation,

deal negotiation, and bargaining, and provides a framework for

considering tradeoffs in an effort to optimize the value of any

M&A deal. Applied Mergers and Acquisitions is part of a

complete suite of resources on M&A that includes a workbook and

a CD-ROM with additional spreadsheets.

Robert F. Bruner, MBA, DBA (Charlottesville, VA), is the

Distinguished Professor of Business Administration at the Darden

School at the University of Virginia and Executive Director of the

Batten Institute. He directs the Darden School's executive

education course on mergers and acquisitions, and teaches the

popular MBA elective on that topic. He holds a BA from Yale

University, and a MBA and DBA from Harvard University.0471395064 A

comprehensive guide to the world of mergers and acquisitions

0471395064 A comprehensive guide to the world of mergers and

acquisitions

Why do so many M&A transactions fail? And what drives the

success of those deals that are consummated? Robert Bruner explains

that M&A can be understood as a response by managers to forces

of turbulence in their environment. Despite the material failure

rates of mergers and acquisitions, those pulling the trigger on key

strategic decisions can make them work if they spend great care and

rigor in the development of their M&A deals. By addressing the

key factors of M&A success and failure, Applied Mergers and

Acquisitions can help readers do this. Written by one of the

foremost thinkers and educators in the field, this invaluable

resource teaches readers the art and science of M&A valuation,

deal negotiation, and bargaining, and provides a framework for

considering tradeoffs in an effort to optimize the value of any

M&A deal. Applied Mergers and Acquisitions is part of a

complete suite of resources on M&A that includes a workbook and

a CD-ROM with additional spreadsheets.

Robert F. Bruner, MBA, DBA (Charlottesville, VA), is the

Distinguished Professor of Business Administration at the Darden

School at the University of Virginia and Executive Director of the

Batten Institute. He directs the Darden School's executive

education course on mergers and acquisitions, and teaches the

popular MBA elective on that topic. He holds a BA from Yale

University, and a MBA and DBA from Harvard University.

Foreword.

Preface.

PART ONE: INTRODUCTION AND KEY THEMES.

CHAPTER 1: Introduction and Executive Summary

???How Can My Team Do Better Than the Averages???? A Framework for

M&A Success. Seven New Big Ideas Worthy of the Best

Practitioners.

CHAPTER 2: Ethics in M&A

Why Should One Care? In Whose Interests? What Is

Good????Consequences, Duties, Virtues. Promoting Ethical Behavior.

Greenmail Case: Walt Disney, 1984.

CHAPTER 3: Does M&A Pay?

The Measurement of M&A Profitability: Better Than What?

Findings Based on the Analysis of Returns to Shareholders. Findings

Based on the Analysis of Reported Financial Performance. Findings

about the Drivers of Profitability. Findings from Surveys of

Executives. Findings from Clinical Studies.

PART TWO: STRATEGY AND THE ORIGINATION OF TRANSACTION

PROPOSALS.??

CHAPTER 4: M&A Activity

M&A Activity Appears in Waves. Explanations of M&A

Activity. ???Creative Destruction??? as the Driver of M&A

Activity. The Many Forms of Economic Turbulence, and Where to Look

for It. Turbulence Drives M&A Activities and

Opportunities.

CHAPTER 5: Cross-Border M&A

Cross-Border M&A Activity. M&A within Regions and Trading

Blocs. Drivers of and Returns from Cross-Border M&A. Strategic

Analysis of Countries: Getting a ???View.???

CHAPTER 6: Strategy and the Uses of M&A to Grow or Restructure

the Firm

Setting Strategy. Expansion by Inorganic Growth. Restructuring,

Redeployment, and Sale. Choosing a Path. Does It Pay to Diversify

or Focus the Firm?

CHAPTER 7: Acquisition Search and Deal Origination: Some Guiding

Principles

Eight Principles of Acquisition Search. Case Study: Kestrel

Ventures LLC.

PART THREE: DILLGENCE, VALUATION, AND ACCOUNTING.

CHAPTER 8: Due Diligence

The Concept of Due Diligence. Principles and Strategies. Timing,

Team, and Outputs. The Target???s View: The Data Room and Its

Pressures. Focus on Knowledge. Excellence in Due Diligence.

CHAPTER 9: Valuing Firms

Rule #1: Think Like an Investor. Rule #2: Intrinsic Value Is

Unobservable;

We Can Only Estimate It. Rule #3: An Opportunity to Create Value

Exists Where Price and Intrinsic Value Differ. Rule #4: So Many

Estimators, So Little Time???It Helps to ???Have a View.??? Rule

#5: Exercise Estimators of Intrinsic Value to Find Key Value

Drivers and Bets. Rule #6: Think Critically;

Triangulate Carefully. Rule #7: Focus on Process, Not Product. Rule

#8: When in Doubt, see Rule #1. Valuation Case: Chrysler

Corporation, March 1998.

CHAPTER 10: Valuing Options

Option Basics. Option Theory. Option Applications. A Practical

Guide to Financial Option Valuation, with Some Important

Caveats.

CHAPTER 11: Valuing Synergies

The Concept of Synergy. Synergy Estimates Must Be a Central Focus

of M&A Analysis. A Framework for Synergy Analysis. Estimating

Synergy Value, with Examples. Synergies in the Daimler/Chrysler

Merger. Rules of Thumb.

CHAPTER 12: Valuing the Firm across Borders

How Borders Affect M&A Valuation. Strategy for DCF Approach:

Home versus Foreign Valuation. Adjusting Cash Flows. Estimating the

Discount Rate. Recapitulation: Valuation Process with Adjusted

CAPM. Valuation Cases across Borders.

CHAPTER 13: Valuing the Highly Levered Firm, Assessing the Highly

Levered Transaction

The World of Highly Levered Firms. The Effect of Leverage on Firm

Value. The ???Whole Deal??? Approach. A Case in Leveraged

Recapitalization: Koppers Company. LBO Case: MediMedia

International, Ltd. LBO Case #2: Revco Drug Stores.

CHAPTER 14: Real Options and Their Impact on M&A

Types of Real Options. Where Real Options Appear in M&A. Why

Not Value Everything as an Option? How to Assess the Impact of Real

Options. Four Mini-Cases in the Analysis of Real Options.

CHAPTER 15: Valuing Liquidity and Control

Adjusting Values for Discounts and Premiums. Where Do Illiquidity

Discounts Come From? Where Do Control Premiums Come From?

Interaction of Liquidity and Control. Case Study: Volvo/Renault,

1993.

CHAPTER 16: Financial Accounting for Mergers and Acquisitions

Overview of Purchase Accounting. How to Interpret Reported

Financial Results from a Business Combination. Linkage among

Accounting Choices, Form of Payment, Financing, and Price. Dangers

of Earnings Management.

CHAPTER 17: Momentum Acquisition Strategies: An Illustration of Why

Value Creation Is the Best Financial Criterion

Four Cautionary Tales. Momentum Acquisition Strategies. The

Arguments for and against Momentum Acquiring. Value Creation Is the

Best Criterion for Evaluating Acquisition Strategies. Momentum

versus Value Strategies.

PART FOUR: DESIGN OF DETAILED TRANSACTION TERMS.

CHAPTER 18: An Introduction to Deal Design in M & A.

Deal Structures Are Solutions to Economic Problems. Possible

Desirables in Designing a Deal. Design Leads to Results. Each Deal

Is a System: The ???Whole Deal??? Perspective. Some Implications

for the Deal Designer.

CHAPTER 19: Choosing the Form of Acquisitive Reorganization

Five Key Concerns for the Deal Designer. Deals That Are Immediately

Taxable to the Selling Shareholders. Deals That Defer Tax to the

Selling Shareholders.

CHAPTER 20: Choosing the Form of Payment and Financing

Patterns and Trends in Form of Payment. Does Form of Payment

Matter? Considerations in Selecting the Form of Payment. Assessing

the Financing Aspects of a Deal.

CHAPTER 21: Framework for Structuring the Terms of Exchange:

Finding the ???Win-Win??? Deal

A Model for Critically Assessing Exchange Ratios. Uses and

Illustration of the Model. Extension to Cash-for-Stock Deals.

Choosing Exchange Ratio Targets in the ???Win-Win??? Zone.

CHAPTER 22: Structuring and Valuing Contingent Payments in

M&A

Contingent Payments in M&A. Earnouts Can Be Useful;

But If So, Why Aren???t They Ubiquitous? Earnouts Are Options on

Future Performance. Structuring an Earnout. Tax and Accounting

Considerations. A Generic Approach to Valuing Earnout Instruments.

The Eli Lilly Case. Proposing and Negotiating an Earnout and Other

Contingent Payments.

CHAPTER 23: Risk Management in M&A

Value at Risk When a Deal Fails. Transaction Risk: Types and

Sources. Types of Risk Management. Collars and Their Analysis.

Contingent Value Rights Case. Staged Acquiring Case. Where and When

to Manage Risk.

CHAPTER 24: Social Issues

The Importance of Social Issues in M&A. Survey of Social

Issues. Impact of Social Issues on Attractiveness of the Deal. Case

Studies in the Role of Social Issues.

PART FIVE: RULES OF THE ROAD: GOVERNANCE, LAWS, AND

REGULATIONS.

CHAPTER 25: How a Negotiated Deal Takes Place

The Deal Shaping Process. Risks: How the Process Can Get Derailed.

Transaction Planning and Preparation. Initiating Discussions.

First-Round Documents. The Definitive Agreement. Disclosures to

Investors and Regulators. Gaining Approval. Case Study:

Daimler-Benz and Chrysler.

CHAPTER 26: Governance in M&A: The Board of Directors and

Shareholder Voting

Governing Well Is Hard to Do. Good Governance Pays. How

Shareholders Rule. Fiduciary Duties of Target Directors in

Considering M&A. Preparing for the Board???s Review of a Deal.

How Can Firms Be Governed Better?

CHAPTER 27: Rules of the Road: Securities Law, Issuance Process,

Disclosure, and Insider Trading

Overview of Key Securities Laws and Rules. International Law

Comparison. Disclosures. Insider Trading. Observance of Deal

Process.

CHAPTER 28: Rules of the Road: Antitrust Law

Antitrust Law: History and Motives. How Antitrust Regulators and

Laws Affect M&A. U.S. Antitrust Merger Guidelines. Premerger

Review Process in the United States. Antitrust Regulation of

M&A in the European Union. Critical Perspectives on Antitrust

Policy.

CHAPTER 29: Documenting the M&A Deal

First-Round Documents. Definitive Agreement. Merger Proxy Statement

and Prospectus.

PART SIX: COMPETITION, HOSTILITY, AND BEHAVIORAL EFFECTS IN

M&A.

CHAPTER 30: Negotiating the Deal

The Relevance of Negotiation Process. Behavioral Finance.

Influencing Bargaining Outcomes: An Overview of the Challenge. How

to Prepare for a Negotiation. Managing the Negotiation Process

Proactively.

CHAPTER 31: Auctions in M&A

Auction Structures and Motives. Advantages and Disadvantages of

Auctions. Auctions in Practice: The Case of RJR Nabisco. The

???Winner???s Curse??? in M&A: Is It Real? Some Practical

Advice to Sellers in Auctions.

CHAPTER 32: Hostile Takeovers: Preparing a Bid in Light of

Competition and Arbitrage

Takeovers Are Games. A Profile of Hostile Takeovers. Beware of the

Players, Both on the Field and Off. The Arb Is the Consummate

Economic Actor. Interpreting Arbitrage Spreads. The Arb Assesses a

Recapitalization Proposal in Terms of Blended Value. Government

Constraints on the Game. Selling Shareholders Face a Prisoner???s

Dilemma. To Set a Bid Price: Think Like an Investor. The Game Has

Implications for Design and Defense of Takeovers.

CHAPTER 33: Takeover Attack and Defense

The Prevalence of Antitakeover Defenses. Profile of the Target of a

Hostile Bid. Optionality in Takeover Attack and Defense. Tactics of

Takeover Attack. Tactics of Takeover Defense. Implications for the

Practitioner.

CHAPTER 34: The Leveraged Restructuring as a Takeover Defense: The

Case of American Standard

The American Standard Case. The Response. Of Parachutes, Pills, and

Litigation. Restructuring Defenses. When Does a Restructuring Make

Sense?

PART SEVEN: Communication, Integration, and Best Practice.

CHAPTER 35: Communicating the Deal: Gaining Mandates, Approvals,

and Support

Core Challenges to Effective Communication. Some Guiding Principles

for Communicating the Deal. Presenting the ???Concept Proposal.???

Communicating the Deal to the Board for Approval. Communicating

with Employees. Announcing the Deal to the Public.

CHAPTER 36: Framework for Postmerger Integration

Integration Strategy. Implementation of Integration Strategy. The

Case of Union Bank of Switzerland and Swiss Bank Corporation.

Integration as Transformation.

CHAPTER 37: Corporate Development as a Strategic Capability: The

Approach of GE Power Systems

Busine...

　　ROBERT F. BRUNER is the Distinguished Professor of Business

Administration at the Darden School of the University of Virginia

and Executive Director of the Batten Institute. He directs the

Darden School’s executive education course on mergers and

acquisitions, and teaches the popular MBA elective on that topic.

He is the author of over 250 case studies and a casebook, Case

Studies in Finance: Managing for Corporate Value Creation, which

has been adopted for use at over 200 schools. Bruner’s articles

have been published in the Journal of Financial Economics, the

Journal of Accounting and Economics, the Journal of Financial and

Quantitative Analysis, the Journal of Money, Credit, and Banking,

and Financial Management. He has served as a consultant to over

twenty corporations as well as to the U.S. Government, and prior to

his academic career, worked as a commercial banker and venture

capitalist. Bruner holds a BA from Yale University, and an MBA and

DBA from Harvard University.

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书籍介绍

A comprehensive guide to the world of mergers and acquisitions

Why do so many M&A transactions fail? And what drives the success of those deals that are consummated? Robert Bruner explains that M&A can be understood as a response by managers to forces of turbulence in their environment. Despite the material failure rates of mergers and acquisitions, those pulling the trigger on key strategic decisions can make them work if they spend great care and rigor in the development of their M&A deals. By addressing the key factors of M&A success and failure, Applied Mergers and Acquisitions can help readers do this. Written by one of the foremost thinkers and educators in the field, this invaluable resource teaches readers the art and science of M&A valuation, deal negotiation, and bargaining, and provides a framework for considering tradeoffs in an effort to optimize the value of any M&A deal. Applied Mergers and Acquisitions is part of a complete suite of resources on M&A that includes a workbook and a CD-ROM with additional spreadsheets.

Robert F. Bruner, MBA, DBA (Charlottesville, VA), is the Distinguished Professor of Business Administration at the Darden School at the University of Virginia and Executive Director of the Batten Institute. He directs the Darden School's executive education course on mergers and acquisitions, and teaches the popular MBA elective on that topic. He holds a BA from Yale University, and a MBA and DBA from Harvard University.0471395064 A comprehensive guide to the world of mergers and acquisitions 0471395064 A comprehensive guide to the world of mergers and acquisitions

Why do so many M&A transactions fail? And what drives the success of those deals that are consummated? Robert Bruner explains that M&A can be understood as a response by managers to forces of turbulence in their environment. Despite the material failure rates of mergers and acquisitions, those pulling the trigger on key strategic decisions can make them work if they spend great care and rigor in the development of their M&A deals. By addressing the key factors of M&A success and failure, Applied Mergers and Acquisitions can help readers do this. Written by one of the foremost thinkers and educators in the field, this invaluable resource teaches readers the art and science of M&A valuation, deal negotiation, and bargaining, and provides a framework for considering tradeoffs in an effort to optimize the value of any M&A deal. Applied Mergers and Acquisitions is part of a complete suite of resources on M&A that includes a workbook and a CD-ROM with additional spreadsheets.

Robert F. Bruner, MBA, DBA (Charlottesville, VA), is the Distinguished Professor of Business Administration at the Darden School at the University of Virginia and Executive Director of the Batten Institute. He directs the Darden School's executive education course on mergers and acquisitions, and teaches the popular MBA elective on that topic. He holds a BA from Yale University, and a MBA and DBA from Harvard University.