SAMPLE SYLLABUS

New York University C15.0045

Stern School of Business Spring 2001

INVESTMENT BANKING
With a Focus on Mergers and Acquisitions

Professor Harvey Poniachek

I. Scope and Objectives

The long-term survival and prosperity of any corporation depend on its ability to grow and
develop through a process of restructuring and redeployment. Restructuring could be
accomplished either by shifting of resources from mature and declining business
activities to existing or new business activities with growth potential either internally; or
externally through mergers and acquisitions (M&As). M&As are substitutes for internal
investment in products. Forms of restructuring through broadly defined M&A include
expansion through mergers and acquisitions, joint ventures; contraction through sell-offs;
various changes in corporate control and ownership, including going private and leverage
buy-outs; and rearrangements through bankruptcy and reorganization. Several types of
synergies could arise from restructuring, including benefits from economies of scale and
scope, reduced funding and transaction costs, and increased market power.

The wave of M&As through the 1990s has been driven primarily by corporate America’s
rush to implement strategic plans deigned to seize or enhance competitive advantage;
achieve strategic diversification; participate in emerging and technologically focused
industrial growth; take advantage of favorable economic and business conditions and
changes in the regulatory environment; and address political changes and globalization
opportunities and threats. M&A can be construed in the context of corporate finance as
changes in the deployment of assets (through expansion and contraction), funding (and
its effect on capital structure, cost and risk), and ownership and control, and assessed in
the general context of capital budgeting.

This course integrates actual business strategies and experience with formal analysis
relating to deal making; surveys the main theories / literature on the various forms of
M&As; discusses the legal framework of deal making and corporate governance, and the
main features relating to accounting and taxation; addresses valuation methods and
practices; examines various takeover and restructuring strategies, including hostile
takeovers and defenses, LBOs, international, and bankruptcy reorganization; Case
studies provide students with a real-world framework for the application of the theoretical
principles and analytical methods for analysis and solution of issues relating to M&A
deals.

Students are encouraged to follow the financial press and the internet relating to merger
activities; and obtain working knowledge of S&P Compustat Research Insight (electronic
data bases containing over 10,000 U.S. public companies, and some 5,000 international
firms, widely used by the investment banking community, afford programming and
retrieval); Lexis-Nexis (a data base for retrieval of corporate, financial and legal news,
used intensively by the investment and legal communities); Edgar (SEC filings, including
annual reports, 10Ks, prospectuses and others ---available on the Internet from
http://www.sec.gov/edgarhp.htm or www.sec.gov), and Investext (Securities analysts
reports on firms and industries)—all of which are available at Stern Bobst library
(www.nyu.edu/library/bobst/)