HARVARD UNIVERSITY

HARVARD SUMMER SCHOOL

MERGERS AND ACQUISITIONS MGMT S-2720
SUMMER 2016 – TENTATIVE VERSION 2
Kevin F. Wall, C.P.A.; L.L.M.
kwall@fas.harvard.edu

COURSE MEETINGS: T/TH 6:30-9:30. Classes begin June 21, 2016. Last class
August 4, 2016.

COURSE OVERVIEW: Learning Outcomes: To provide students with knowledge of the

following:
1. what corporate restructuring is and why it occurs;
2. the impact of the regulatory environment on the M&A environment;
3. how value is created (or destroyed) as a result of corporate mergers, acquisitions, divestitures,
spin-offs, etc., through in-depth analysis of how to “do a deal;”
4. how risks associated with the various approaches to creating value can be identified and
managed;
5. commonly used takeover tactics and defenses;
6. a process for selecting appropriate takeover tactics depending upon the types of anti-takeover
defenses in place at a target company;
7. how and when to apply valuation techniques under special circumstances;
8. the practical limitations of the various valuation techniques;
9. the importance of understanding assumptions underlying business valuations;
10. a highly practical “planning based approach” to managing the acquisition process;
11. challenges associated with each phase of the M&A process from developing acquisition plans
through post-closing integration;
12. the advantages and disadvantages of alternative deal structures;
13. how the various components of the deal structuring process interact to determine price;
14. how to manage the deal structuring process to minimize the risk that a business combination
will not meet expectations;
15. advantages and disadvantages of alternative ways to exit businesses;
16. applying financial modeling tools to evaluating mergers and acquisitions;
17. how the many tools and skills that have been learned in this and other courses are used in an
integrated manner in completing an acquisition; and
18. alliances/joint ventures as alternatives to mergers and acquisitions.

Description: The course is divided into two discrete sections: (1) Developing an in-depth
understanding of how and when to apply the appropriate tools and skills to successfully complete
a transaction and (2) the application of what has been learned to solving “real” world business
problems. All major elements of the acquisition process will be discussed in the context of a
logical process. The course will involve the application of what the student may have learned in
such courses as finance, accounting, business law, micro and macroeconomics, management,
negotiation, new ventures, entrepreneurship, strategic planning, human resource management,
risk management, financial modeling, and business policy/organization.

As part of pre-class preparation and in-class discussion, students will be asked to solve both
quantitative and qualitative problems and to analyze both publicly traded and privately owned

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companies involving valuing synergy, control premiums, and leveraged buy-outs. Illustrations
will include practical ways to evaluate IPOs, new ventures, and Internet-related companies.

Based on previous offerings of this course, we will have 3-4 guest speakers who are senior
experts and managing directors in certain areas of M&A including strategic transactions,
investment banking or highly respected private equity firms or hedge funds. These speakers
bring a wealth of experience to the course and greatly enhance the student’s educational
experience. This may result in some rescheduling of the course coverage for a particular weekly
topic to accommodate the schedules of our speakers. While there will be ample notice, the
weekly Syllabus that follows may need to rearranged on a limited basis. Speakers’ bios will be
posted prior to their class visit. Students will have an opportunity both before and during the
speaker’s presentations to submit questions to the speaker.

Course web page: It is to your benefit to regularly consult the course web page, as important
information may be uploaded at an irregular basis For example, you can find some of the power
point slides and readings that we use in class. Please download and in case of need, print out and
bring those files to the class as needed.

Prerequisites: The course presumes that students have knowledge of basic accounting,
economics, and financial management concepts and tools. Students should have had at least one
course in accounting, finance, and economics within the last two years or relevant work
experience.

Required Texts:

1. Mergers, Acquisitions, and Other Restructuring Activities: An Integrated Approach to

Process, Tools, Cases, and Solutions, 8th edition, by Donald M. DePamphilis, Academic
Press, San Diego, Ca., 2015 (ISBN: 9780128013908 ).
2. http://cb.hbsp.harvard.edu/cbmp/access/50723591

Reference Texts: Students are advised to have access to a financial accounting text as well as a
finance or corporate finance text.

Computer skill requirements: Students will need to know how to use spreadsheet and word
processing software.

Grading: Students will be evaluated as follows: TENTATIVE

Midterm Examination Case via Discussion (Monmouth) 200
Final Examination Case via Discussion (Dow Rohm & Haas) 200
Cases (Mercury & Keane) will be collected via Discussion 50
Class Participation 50
500 points
Final letter grades will be assigned according to the following point scale:
A 480-500
A- 459-479
B+ 444-458
B 417-443
B- 398-416
C 375-397
D 350-374

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While the assigned cases will provide a substantial basis for the class discussion, I may collect a
limited number of these cases (2 cases as noted above). I do expect that students will devote the
same time and effort to all cases whether they are collected or not. If students do not complete
the analyses for all cases, the class discussion will be far less beneficial and interesting. All
collected, assigned cases (2 maximum) must be submitted to the course discussion site by the
proscribed time. Specific instructions will follow at a later date as we get closer to the due date.
Please note that these boxes will not accept late submissions. Email submissions will not be
accepted. In fairness to all students, extensions of time to complete assignments will not be
granted. Students may choose to form teams of three or fewer students. While collaboration and
discussions with other students is encouraged, each student must contribute to submitted case. If
the student is unable to attend or participate in a class, the student (or team) is expected to send
the instructor the assignment via e-mail no later than the due date. Students will have an
opportunity to evaluate their team members as well as their own contribution to the midterm and
final case. The best way to contact me is through e-mail. I reserve the right to lower the scale in
the student’s favor.

 Examinations and other course requirements must be completed or presented when due
except by prior arrangement with me.
 Students are expected to understand and maintain the highest level of academic honesty.
Please see the HSS policies page regarding academic integrity:
http://www.summer.harvard.edu/policies/student-responsibilities .
 Students with accessibility issues should contact the Accessibility Services office at
Accessibility@dcemail.harvard.edu or 617-998-9640.  

INSTRUCTIONAL METHOD AND COURSE INFORMATION:

General:
This course will be presented using class discussion and problem/case solving. The
primary educational resource for the course will be a text book and related problems and cases.
My expectation is that students will have read the background materials in the text and the cases
and be prepared, in class, to discuss the various issues and questions raised in the cases. It is my
expectation that there will be a substantial amount of student participation. In previous
semesters, we have begun the class discussion with a brief review of what has happened in the
past week in mergers and acquisitions. I may post articles from newspapers, business or
academic journals or court decisions that may relate to M&A current events. Students should feel
free to introduce M&A topics, as well.

As you may know from your previous experiences, successful class discussions depend
upon active, effective participation of the student. You must get involved and take the primary
responsibility for your learning. It is my expectation that you will accept and maintain the
ownership of the class discussions. Both the student and the faculty member must establish a
commitment to the process. On the student side, each of you must be committed to the “4Ps”:
1. Preparation – If the student does not read and analyze the class
materials and attempt to solve the assigned problems, the discussion will
mean very little.
2. Presence – If a student is not present, she or he cannot learn and more
important, cannot add her or his unique thoughts and insight to the
discussion.
3. Promptness – Students who enter the classroom late disrupt the
discussion and deprecate the decorum of the process.
4. Participation – Each student’s learning is best facilitated by regular
participation. More importantly, the student has a responsibility to share

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 his or her understanding and judgment with the class to advance the
group’s collective skills and knowledge.

The faculty member also must commit to the process by: (1) careful and complete
preparation for the classroom experience, (2) concern and attention to the student, and (3) striving
to make the course a satisfying development experience.

My expectation is that each of you is a developing professional. As is the case in the

workplace, each of you is ultimately responsible for your individual success. I am very interested
and willing to facilitate this process both in the class as well as outside the class. Please
communicate with me immediately, if you are having difficulty understanding the material or if
you are having any issues that impact your ability to attend class and fully participate. Email is
probably the best method.

I anticipate using the course website to post items of interest including announcements,
articles, weekly PowerPoint presentations, case questions, assignment changes etc. Please get in
the habit of reviewing it often and download materials for class. I may also be distributing
materials in class. It is your responsibility to obtain these on a timely manner if you miss a class.

Students may also use the website and the Discussion Page on the site to upload any
articles or readings related to mergers and acquisitions. The Discussion Page will also serve as a
forum for students to post questions to fellow students, to me or our teaching assistant(s).

Class Attendance and Participation:

Students registered in the “live” class (Story Street) should attend each class. Significant
student interaction and meaningful participation are expected each class. Those students enrolled
in the blended or on-line version of the course should participate by submitting articles, readings,
questions and comments to the Discussion page that will be set up on the course website. Each
student is expected to send an article, reading, question or comment each week. Each student is
expected to respond to no more than three of his/her fellow student’s postings. Alternatively,
each student may respond to a posting from either me or any of TAs. This is intended to permit
our online or remote colleagues to participate as best they can. While this may be challenge, I
hope that all students will contribute and participate in the class discussions to the fullest extent
possible. Those students who are able to simultaneously view the course as it is presented should
submit any comments or questions using the Discussion page. To the extent possible we will
answer your questions. I particularly encourage remote students to participate on those
evenings when we have our guest speakers. Each student should be fully prepared to discuss
the assigned materials and to participate fully each day of class Under no circumstances will a
student have to feel concerned about being embarrassed in front of their classmates. In-class
discussion will always be treated in a professional, non-threatening manner.

Active participation is defined to include both questions and comments. To receive the
maximum number of points in this category, the student will be expected to regularly participate
during class. The quality of both questions and comments will receive greater weight than
frequency in determining the final participation point score.

Assignments must be completed using Word and Excel, if appropriate. Handwritten,

original submissions are not acceptable. An integral part of the learning process in any business
course is attempting to apply theory to practice. For obvious reasons, handwritten casework
will not be accepted. Please retain a copy of your original work.

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 Tentative Class Schedule – See comment above in Course Description. Please note that
some of the cases noted in the Assignments below may be supplemented or deleted.

Week Subject Class Preparation – additional readings may

be assigned.
Week 1 1. Course overview Required Reading:
2. Introduction to M&A 1. Chapters 1 Introduction to Mergers and
a. What is the success Acquisition.
rate? 2. Please complete the Student Information
b. Why do they occur? Sheet posted on Canvas.
c. What are the key
characteristics of
mergers &
acquisitions that meet
expectations?
d. Future of M&A
activity
.
Week 1 1. Discuss impact of federal Required Reading: Chapters 2 and 3
and international laws
pertaining to M&A.
2. Common Takeover
Tactics and Defenses
3. M&A Process – Planning
on developing business
and acquisition plans.

Week 2 1. M&A Process – Required reading: Chapter 4 and 5 Michael P.

June 28 Implementation and Loria, Vice President, Business and
Integration. Corporate Development, IBM

Week 2 1. Acquisition Process: Required Reading: Chapters 6 ;

June 30 Search through Closing

Week 3 1. Discounted Cash Flow Required reading: Chapter 7

July 5 Valuation Methodologies

Week 3 1. Relative Valuation Required Reading: Chapter 8

July 7 Methodologies

Week 4 1. Application of Financial Required Reading: Chapter 9 Mercury Athletic

July 12 Modeling Techniques to (Joel Heilprin, HBS and Private Equity
M&A Founder) VIDEO
Week 4 1. Analyzing Privately Held Required Reading: Chapter 10
July 14 Companies
Week 5 1. Deal Structuring. Required Reading: Chapter 11 MIDTERM
July 19 Payment and Legal
Considerations
Week 5 1. Deal Structuring Cont’d.: Required Reading: Chapter 12 Peter Lombard,

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July 21 Tax and Accounting Managing Director, Head of Technology M&A,
Piper Jaffray
Week 6 1. Financing Transaction: Required Reading: Chapter 13
July 26 Private Equity, Hedge
Funds and LBOs.

Week 6 1. Joint ventures, Required Reading: Chapter 14 and Keane’s

July 28 partnerships and strategic Acquisition of Metro Information Services
alliances. Senior Managing Director, Blackstone Group
and Partner, PJT Partners. (formerly
Blackstone Advisory Partners)
Week 7 1. Alternative Exit and Required Reading: Chapter 15
August 2 Restructuring Strategies

Week 7 1. Alternative Exit and Required Reading: Chapter 16 Required

August 4 Restructuring Strategies Reading: Chapter 17;
2. Cross Border Mergers. Final Case (Dow) due
3. Final Case Submitted

ABOUT YOUR INSTRUCTOR: Faculty member-Babson College – Accounting and Law

Division; Researcher and member of the Finance and Accounting/Management Departments at
Harvard Business School and Faculty of Arts and Sciences at Harvard University – Division of
Continuing Education. Adjunct Faculty member Brandeis University, International School of
Business and also teach CPE/CLE for CPAs and attorneys. Faculty member for executive
education and accounting and finance classes at the Harvard University/University of Monterrey,
Mexico and Qingdao University, Minzu University, Beijing and Guest Lecturer Southwest
Jiaotong University, Chengdu, China. Member of adjunct law faculty, Northeastern University
and Suffolk University Law Schools teaching Accounting for Lawyers. Former faculty member,
Rensselaer Polytechnic Institute – Lally Graduate School of Management,

Practicing CPA and attorney with Big 4 CPA/law firms - Pricewaterhouse Coopers and Ernst &
Young LLP as well as mid-sized professional service firms. Currently, consultant to Boston CPA
firm that provides M&A services in Mexico, North and South America for one of the largest
multinational companies in the world. Diverse client list including large international companies,
professional sports teams, athletes, partnerships and small single owner firms. Previously, CFO
of large revenue bond authority (Massport) and controller and divisional CFO of publicly traded
company. This company identified, negotiated, implemented and integrated the acquisition of
approximately two hundred companies in the United States and Canada.