Mergers, acquisitions, and corporate restructurings (5^th Ed.)

Modern restructuring techniques for a global business landscape Mergers, Acquisitions, and Corporate Restructurings, Fifth 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. Incorporates updated research, graphs, and case studies on the private equity market, ethics, legal frameworks, and corporate governance Expanded and updated chapters on corporate governance, joint ventures and strategic alliances and valuation Expanded global treatment of the field of M&,A Shows business managers and financial executives how corporate restructuring can be used successfully in any company Looks at the most effective offensive and defensive tactics in hostile bids Reviews the impact on shareholder wealth on a variety of takeover actions Packed with the most up-to-date research, graphs, and case studies, Mergers, Acquisitions, and Corporate Restructurings, Fifth Edition provides a fresh perspective on M&,As in today's global business landscape.

Preface.

Part One Background.

1 Introduction.

Recent M&A Trends.

Definitions.

Valuing A Transaction.

Types of Mergers.

Reasons For Mergers And Acquisitions.

Merger Financing.

Merger Professionals.

Merger Arbitrage.

Leveraged Buyouts And The Private Equity Market.

Corporate Restructuring.

Merger Negotiations.

Merger Agreement.

Merger Approval Procedures.

Short-Form Merger.

Freezeouts And The Treatment of Minority Shareholders.

Purchase of Assets Compared With Purchase of Stock.

Structuring The Deal.

Assumption of The Seller"s Liabilities.

Advantages of Asset Acquisitions.

Asset Selloffs.

Reverse Mergers.

Holding Companies.

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.

Summary.

3 Legal Framework.

Laws Governing Mergers, Acquisitions, And Tender Offers.

Securities Laws.

Other Specific Takeover Rules In The United States.

International Securities Laws Relating To Takeovers.

Business Judgment Rule.

State Antitakeover Laws.

Regulation of Insider Trading.

Antitrust Laws.

Recent Trends In Antitrust Enforcement In The United States.

Measuring Concentration And Defining Market Share.

European Competition Policy.

Antitrust Remedies.

Summary.

4 Merger Strategy.

Growth.

Synergy.

Operating Synergy.

Diversification.

Other Economic Motives.

Hubris Hypothesis of Takeovers.

Other Motives.

Tax Motives.

Summary.

Part Two Hostile Takeovers.

5 Antitakeover Measures.

Management Entrenchment Hypothesis Versus Stockholder Interests Hypothesis.

Preventative Antitakeover Measures.

Changing The State of Incorporation.

Active Antitakeover Defenses.

Information Content of Takeover Resistance.

Summary.

6 Takeover Tactics.

Preliminary Takeover Steps.

Tender Offers.

Open Market Purchases And Street Sweeps.

Advantages of Tender Offers Over Open Market Purchases.

Arbitrage And The Downward Price Pressures Around M&A Announcements.

Proxy Fights.

Hedge Funds As Activist Investors

Summary.

Part Three Going Private Transactions And Leveraged Buyouts.

7 Leveraged Buyouts.

Terminology.

Historical Trends In LBOS.

Costs of Being A Public Company.

Management Buyouts.

Conflicts of Interest In Management Buyouts.

U.S. Court"s Position On Leveraged Buyouts 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.

Summary.

8 Topics In Going Private Transactions.

Private Equity Market.

Junk Bonds Financing of Takeovers.

Stapled Financing.

Securitization And M&A Financing.

Summary.

9 Employee Stock Ownership Plans.

Historical Growth of...