This document outlines the course details for a course titled "Mergers, Acquisitions and Corporate Restructurings". The course is 3 credit hours and covers topics related to mergers, acquisitions, corporate restructurings and takeovers. It will use textbooks and research articles to teach theories, strategies, tactics, valuation methods and the history of mergers and acquisitions. Students will be assessed through midterm and end term exams, assignments, projects and presentations. The course schedule lists the topics to be covered each week, including chapters on valuation, takeover tactics, antitakeover measures, and forms of corporate restructuring.
This document outlines the course details for a course titled "Mergers, Acquisitions and Corporate Restructurings". The course is 3 credit hours and covers topics related to mergers, acquisitions, corporate restructurings and takeovers. It will use textbooks and research articles to teach theories, strategies, tactics, valuation methods and the history of mergers and acquisitions. Students will be assessed through midterm and end term exams, assignments, projects and presentations. The course schedule lists the topics to be covered each week, including chapters on valuation, takeover tactics, antitakeover measures, and forms of corporate restructuring.
This document outlines the course details for a course titled "Mergers, Acquisitions and Corporate Restructurings". The course is 3 credit hours and covers topics related to mergers, acquisitions, corporate restructurings and takeovers. It will use textbooks and research articles to teach theories, strategies, tactics, valuation methods and the history of mergers and acquisitions. Students will be assessed through midterm and end term exams, assignments, projects and presentations. The course schedule lists the topics to be covered each week, including chapters on valuation, takeover tactics, antitakeover measures, and forms of corporate restructuring.
Course Title: Mergers, Acquisitions and Corporate Restructurings
Course Code: Credit Hours: 3+0
Course Instructor: Prerequisites: Financial Accounting, Managerial Accounting, Financial Management, Corporate Finance, Corporate Governance Textbooks (or Course Materials) with Edition 1. Gaughan, P. A. (2015). Mergers, Acquisitions, and Corporate Restructurings, (6th edn) John Wiley & Sons, New York 2. Desai J. M. & Joshi N. A. (2012). Mergers and Acquisitions. (1st edn) Biztantra, Dreamtech, Delhi, India Reference Material 1. Weston, J. F. & weaver, S. C. (2001). Mergers and Acquisitions, The Mcgraw-Hill Executive MBA Series, New York, USA 2. Baker, H. K. & Kiymaz, H. (2011). THE ART OF CAPITAL RESTRUCTURING: Creating Shareholder Value through Mergers and Acquisitions. JohnWiley & Sons, Inc., Hoboken, New Jersey, USA 3. Weston, J. F., Mitchell, M. L. & Mulherin, J. H. (n. d.) Takeovers, Restructuring, and Corporate Governance (4th edn.), Pearson Educational International 4. Research Articles: A set of research articles will be allocated to students as a group project for classroom presentation which will also be part of semester exams Assessment Instrument with Weights Midterm 30% End term 50% Internal evaluation 20% (3 quizzes, 5 assignments, final project & presentations).
Week # Lecture # TOPICS TO BE COVERED
1. Chapter 1. Introduction Recent M&A Trends Types of Mergers Reasons for Mergers and Acquisitions 1. 2. Merger Financing (Merger Consideration) Leveraged Buyouts and the Private Equity Market Reverse Mergers Holding Companies (Advantages and Disadvantages) 3. Corporate Restructurings (From Jay M. Desai & Nisarg A. Joshi Book) Types of corporate restructuring (Financial, Organizational & Portfolio Restructuring) Objectives of corporate restructuring 2. Forms of corporate restructuring (Expansion & Contraction) 4. Types of Expansion Motives for Expansion Types of Contraction Motives for Contraction 5. Chapter 2. History of Mergers
What Causes Merger Waves?
First Wave, 1897–1904 Second Wave, 1916–1929 3. 6. Third Wave, 1965–1969 Fourth Wave, 1984–1989
Fifth Wave, 1992-2001
Sixth Wave, 2004-2007
7. Theories of Mergers & Acquisitions (From Research Article) Trautwein, F. (1990). Merger Motives and Merger Prescriptions. Strategic Management Journal, 11(4), 283-295. Efficiency Theory Monopoly Theory Raider Theory 4. Valuation Theory 8. Theories of Mergers & Acquisitions… Empire-building Theory Process Theory Disturbance Theory Q-Theory (Tobin’s Q) 9. Why Many Mergers & Acquisitions Fail to Create Shareholder Value (From Additional Notes) No strategic fit Over estimation of growth from M&A Over estimation of cost reduction Underestimation of the difficulty and costs of extracting value Post-M&A Integration 5. Overpayment 10. Avoiding the Pitfalls in Mergers & Acquisition Don’t confuse the objective Have a clear growth strategy Identify the value drivers and the process of extracting value Fully understand the costs of integrating the target Do the legal due diligence Know when to walk away 6. 11. Chapter 4. Merger Strategy Growth Synergy Operating Synergy, Financial Synergy 12 Merger Strategy… Diversification Hubris Hypothesis of Takeovers Other Motives Tax Motives 13. Chapter 5. Antitakeover Measures Management Entrenchment Hypothesis versus Stockholder Interests Hypothesis Preventative and Active Antitakeover Measures 7. Characteristics of firms vulnerable to a takeover 14. Preventative Antitakeover Defenses Poison pills, Corporate charter amendments, Golden parachutes Investors Wealth Effect of Preventative Antitakeover Defenses MID TERM EXAMS 15. Paper show off and discussion 16. Active Antitakeover Defenses 8. Greenmail, Standstill agreements, White knight, White squire, Capital structure changes, Litigation, Pac-Man defense, ‘‘Just Say No’’ Defense Information Content of Takeover Resistance 17. Chapter 6. Takeover Tactics Preliminary Takeover Steps Establishing a Toehold, Casual Pass, Bear Hugs, Bypass Offers, Tender Offers 9. 18. Cash versus Securities Tender Offers Two-Tiered Tender Offers Any-and-All versus Partial Tender Offers 19. Chapter 6. Takeover Tactics… Open Market Purchases and Street Sweeps Advantages of Tender Offers over Open Market Purchases Proxy Fights/ Contests Shareholder Wealth Effects of Different Takeover Tactics 10. 20. Chapter 14. Valuation Valuation Methods: Science or Art? Discounted Cash Flow Methods Using Dividend Discount Models Case Study: Evaluating M&A Deals: Introduction to Deal NPV 21. Desirable Financial Characteristics of Targets Free Cash Flow Theory of M&A 11. 22. Determining Value by using Different Multiples Choice of the Discount Rate: Cost of Capital and the Discount Rate 23. Chapter 14. Valuation… Pre & Post merger value of bidder and target 12. Determining the value of synergy 24. Determining the Net Acquisition Value (NAV) of M&A for bidder firm Takeovers and Control Premiums 25. Chapter 14. Valuation… Cash Payment to target company shareholders Valuation of Stock-for-Stock Exchanges 13. Exchange Ratio 26. Shareholder Wealth Effects and Methods of Payment Takeovers and Stock-for-Stock Transactions 14. 27. Chapter 10. Corporate Restructuring Forms of Corporate Restructuring Divestitures, Equity Carve-outs, Spinoffs, Split-offs, Exchange offer, Split-ups 28. Involuntary versus Voluntary Divestitures Divestiture and Spinoff Process Wealth Effects of Selloffs Equity Carve-Outs versus Public Offerings Equity Carve-Outs versus Spinoffs Voluntary Liquidations or Bust-ups