Chapter 1
Chapter 1
Basic Concepts
M & A Defined
Horizontal
Vertical
Conglomerate
Reasons for M & A
The Overall Process - Phase 1 - Pre Acquisition Review
Phase 2 - Search & Screen Targets
Phase 3 - Investigate & Value the Target
Phase 4 - Acquire through Negotiation
Phase 5 - Post Merger Integration
Full
Moderate
Minimal
A Reality Check
Chapter 2
Chapter 2
Legal and Regulatory Considerations
M & A Agreement
Representations
Indemnification
Confidentiality
M & A Closing
The Regulatory Environment
Anti-Trust Laws
Notifying the FTC and USJD
Security Laws
Form 8K
Schedule 13D
Schedule 13G
Schedule 14D-1 Tender Offer Statement
Schedule 14D-9
Accounting Principles
Purchase
Pooling of Interest
Chapter 3
Chapter 3
Due Diligence
Investment Fit
Strategic Fit
Marketing Fit
Operating Fit
Management Fit
Financial Fit
Making Due Diligence Work
What Can Go Wrong
Reworking the Financials
Going Beyond the Financials
Reverse Mergers
Chapter4
Chapter4
Valuation Concepts & Standards
Income Streams
Free Cash Flow
Discount Rate
Basic Applications
Valuation Standards
Chapter 5
Chapter 5
The Valuation Process
Financial Analysis
Value Drivers
Forecasting Performance
Terminal Values
Special Problems
Private Companies
Foreign Companies
Complete Control
Chapter 6
Chapter 6
Post Merger Integration
Managing the Process
Decision Making
People Issues
Managing Resistance
Communicate
Training
Involvement
Alignment
Closing the Cultural Gap
Specific Areas of Integration
Retaining Key Personnel
Retaining Customers
Measuring PMI
Chapter 7
Chapter 7
Anti-Takeover Defenses
Poison Pills
Golden Parachutes
Changes to the Corporate Charter
Staggered Terms for Board Members
Super-majority Requirement
Fair Pricing Provision
Dual Capitalization
Recapitalizations
Other Anti Takeover Defenses
Proxy Fights
Summary
Summary
Course Summary