This book provides a holistic account of developments and patterns of mergers and acquisitions that have taken place in the Indian corporate sector, especially in the post-liberalisation era. It combines astute analyses with up-to-date data to present an all-inclusive picture of globalisation and its impact on business in contemporary India. This will serve as an important resource to researchers, scholars and students of economics, management, business administration, business studies, commerce and corporate law, as well as policy-makers, legal practitioners, industrial houses, and industrial bodies.

Companies that have acquired other enterprises through mergers and acquisitions (M&A) have in essence become entities that are akin to the global "empires" of history. In this book, the author weaves a unique narrative that looks at both empires of business created from M&A and global empires from world history in an attempt to answer the question: why do certain empires endure for long periods while others collapse in a short space of time. Empires formed from M&A or conquest have a hierarchical relationship of control and domination by a single authority or centre that can be described as a "parent company" or a "mother country" over another group of people based in a periphery that can be described as a "subsidiary company" or "colony." Given their similarities in development and structure, the author argues from looking at examples of empires in Western and Asian history as well as major M&A cases that long enduring empires created from M&A and global empires have a common cultural trait; their practice of "tolerance" within their organizations/societies. While there are books on the topics of M&A and empires, at present there is no single text that examines the impact of culture on both. This book is intended to fill such a void and provide hints and suggestions to those practitioners of M&A as well as students of business and history who want an accessible, non-technical narrative on what makes empires, whether they are of the nation or of M&A endure and prosper.

Provides a practical, 10-step process for managing the human aspect of an M&A

M&A activity is higher than ever with acquisitions becoming an important part of every company’s growth strategy. The industries heavily engaging in this activity are high-tech, emerging technologies, and utilities.

The M&A Transition Guide is written for executives, managers, and HR professionals involved with any transaction that moves employees from one company to another. Poor workforce integration is a main cause for M&A failures and this book helps managers make the M&A transition a more positive one by providing a plan of action for the integration that focuses on ten critical steps. These steps encompass the entire M&A process from due diligence to employee retention strategies.

Solid guidance for selecting the correct strategic basis for mergers and acquisitions

Examining how M&A fits in corporate growth strategies, "Maximizing Corporate Value through Mergers and Acquisitions" covers the various strategic reasons for companies entering mergers and acquisitions (M&A), with a look at those that are based on sound strategy, and those that are not.Helps companies decide whether M&As should be used for growth and increased corporate valueExplores why M&A deals often fail to deliver what their proponents have represented they wouldExplains which types of M&A work best and which to avoid

With insider guidance on what boards of directors should be aware of when evaluating proposed deals, "Maximizing Corporate Value through Mergers and Acquisitions" provides a sound foundation for understanding the risks involved in any mergers and acquisitions deal, before it's too late.

Technology-focused acquisitions are an important complement to the firm's internal product development efforts. There is considerable heterogeneity when comparing individual technology-focused acquisitions - especially with respect to acquisition timing and the deal value. To resolve some of this heterogeneity the author introduces the novel distinction between performance- and functionality-focused acquisitions. He characterizes this distinction based on a theoretical analysis, a qualitative study, and turns to a sample of acquisitions in the field of artificial intelligence for the quantitative study. There are two key findings. First, performance-focused acquisitions take place earlier in a target's life cycle than functionality-focused ones. Second, the deal value is - at a comparable stage in a target's life cycle - higher for performance-focused acquisitions. This thesis is relevant for management scholars and managers alike: Scholars learn about the implications of the distinction between performance- and functionality-focused acquisitions on markets for technology. Managers gain insights into how this distinction may guide their strategic decision making.

With its inception at the end of the nineteenth century as a means of consolidation and reorganization, mergers and acquisitions (M&A) have since become quasi-institutionalized as one of the primary strategic options for organizations, as they seek to secure their position in an ever more competitive and globalizing market place. Despite the optimism surrounding M&A as strategic moves, research on post-merger company performance suggests that most firms engaging in M&A activity do not achieve the sought-after performance targets, either immediately or in the years following the deal. What is it that drives M&A activity when research results do not support the performance expectations of these undertakings? Alternatively, have M&A scholars got it all wrong in the way that M&A performance is measured? Is the topic too complex, enduring, and multifaceted to study? The Handbook argues that the field of M&A is in need of a re-rooting: past research needs to be critically reviewed, and fundamental assumptions revisited. A key issue preventing efforts in the practice and study of M&A from achieving dynamic syntheses has been the disciplinary gulf separating strategy, finance, and human relations schools. The Handbook aims to bridge the hitherto separate disciplines engaged in the study and practice of M&A to provide more meaningful results. Toward this end, the Handbook brings together a set of prominent and emerging scholars and practitioners engaged in the study of M&A to provide thought-provoking, state of the art overviews of M&A through four specific 'lenses' - strategic, financial, socio-cultural, and sectorial approaches. By summarizing key findings in current research and exploring ways in which the differing approaches could and should be 'synthesized', it aims to highlight the key issues facing M&A practitioners and academics at the dawn of the third millennium.

The most up-to-date guide on making the right capital restructuring moves

"The Art of Capital Restructuring" provides a fresh look at the current state of mergers, acquisitions, and corporate restructuring around the world. The dynamic nature of M&As requires an evolving understanding of the field, and this book considers several different forms of physical restructuring such as divestitures as well as financial restructuring, which refers to alterations in the capital structure of the firm.

"The Art of Capital Restructuring" not only explains the financial aspects of these transactions but also examines legal, regulatory, tax, ethical, social, and behavioral considerations. In addition to this timely information, coverage also includes discussion of basic concepts, motives, strategies, and techniques as well as their application to increasingly complex, real-world situations.Emphasizes best practices that lead to M&A successContains important and relevant research studies based on recent developments in the fieldComprised of contributed chapters from both experienced professionals and academics, offering a variety of perspectives and a rich interplay of ideas

Skillfully blending theory with practice, this book will put you in a better position to make the right decisions with regard to capital restructuring in today's dynamic business world.

A merger or acquisition is usually a challenging endeavor with a single ultimate aim: to create value for the owner. However, stakeholder theory shows how such a narrow and one-sided focus is detrimental to value-creation in general - not only for other stakeholders within and outside the organization, but also for the owner. Especially in a merger or an acquisition, it is evident that there are many groups and individuals who have a stake in the success or failure of a business. So far, the overwhelming majority of research in the field of mergers and acquisitions has focused on the merging organizations, and so researchers have mainly studied internal stakeholder groups, such as employees and managers. This book shows how different stakeholders, internal and external, may play a critical role during a merger or an acquisition process. The book builds on empirical examples that illustrate how various stakeholders play active roles throughout the different phases, and, thus, ultimately affect the outcome and the value formation process of the merger or the acquisition. There is still much debate on how and when to best measure the outcome of a merger or an acquisition. With its comprehensive focus on stakeholders, this volume explores why some mergers and acquisitions fail while others succeed.

The book provides a rigorous introduction to corporate finance and the valuation of equity. The first half of the book covers much of the received theory in these areas such as the relationship between the risk of an equity security and the return one can expect from it, the effects of leverage (that is, the borrowing policies of the firm) on the return one can expect from the firm's shares and the role that dividends, operating cash flows and accounting earnings play in the valuation of equity. The second half of the book is more advanced and deals with the important role that "real options" (that is, as yet unexploited investment opportunities) play in the valuation of equity.

Companies that have acquired other enterprises through mergers and acquisitions (M&A) have in essence become entities that are akin to the global "empires" of history. In this book, the author weaves a unique narrative that looks at both empires of business created from M&A and global empires from world history in an attempt to answer the question: why do certain empires endure for long periods while others collapse in a short space of time. Empires formed from M&A or conquest have a hierarchical relationship of control and domination by a single authority or centre that can be described as a "parent company" or a "mother country" over another group of people based in a periphery that can be described as a "subsidiary company" or "colony." Given their similarities in development and structure, the author argues from looking at examples of empires in Western and Asian history as well as major M&A cases that long enduring empires created from M&A and global empires have a common cultural trait; their practice of "tolerance" within their organizations/societies. While there are books on the topics of M&A and empires, at present there is no single text that examines the impact of culture on both. This book is intended to fill such a void and provide hints and suggestions to those practitioners of M&A as well as students of business and history who want an accessible, non-technical narrative on what makes empires, whether they are of the nation or of M&A endure and prosper.

Since the implementation of the European Directive on Takeover Bids, a European common legal framework governs regulation of takeovers in EU Members States. The European Directive on Takeover Bids was adopted in April 2004, and implemented in the UK and in other Member States on 20th May 2006. The Directive seeks to regulate takeovers by way of protecting investors, and harmonising takeover laws in Europe. In facilitating the restructuring of companies through takeovers, the Directive aims at reinforcing the free movement of capital. Takeovers and the European Legal Framework studies the European Community Directive on Takeover Bids, in order to provide greater understanding of both the impact and effect of the European legal framework of takeover regulation. It firstly looks at the Directive from a British perspective, focusing on the impact of the transposition of the Takeover Directive into the UK. The book examines the provisions of the City Code on Takeovers and Mergers, and discusses the takeover provisions in the Companies Act 2006 that implement the Takeover Directive in the UK, arguing that the Directive will provide a new basis for UK takeover regulation, and that the system will work well. Jonathan Mukwiri goes on to consider the Directive in relation to the EU, arguing that despite its deficiencies, in that Member States are free to opt to restrict takeovers, the Directive provides a useful legal framework by which takeovers are regulated in different jurisdictions. Mukwiri highlights how the freedoms of the EC Treaty and EU Directives interact, and the effects of the Takeover Directive on political considerations in the law-making process in European Community. Moreover, he argues that the future of EU takeover regulation is likely to follow the lead of the UK, making this book relevant to a wide range of policy makers and academics across Europe.

Originally published in 1990, this book is the first to provide an in-depth examination of post-war North American merger activity from the perspectives of both geography and industrial class. It applies core periphery and resource dependency theories to analyse an unprecedented quantity of merger data on both inter-city and international levels. The book concludes with a detailed assessment of the structure and efficacy of US penetration of the Canadian economic system.

Unlike the M&A fever that gripped so many large, publicly held corporations in the 1980s, the mergers and acquisitions activity of the 1990s is primarily centered around small and midsize businesses. But the sale and purchase of these companies present a unique constellation of problems, pitfalls, and challenges that may lead the unprepared buyer or seller to disappointment, difficulty, or even disaster. In this book—the only mergers and acquisitions guide that focuses on small and midsize companies—experts from every profession and specialty related to the sale or acquisition of a business lead buyers and sellers step by step through each phase of the M&A process. Their aim is to help both parties avoid hazards and mistakes and arrive at a fair and mutually profitable arrangement.

Beginning with the basics, the book offers an overview of the market: the size and type of businesses covered; who the buyers and sellers are; why businesses are put up for sale; how to prepare a business for sale; and how to size up a business that is on the market. The book's second section looks at financial and valuation issues, a particularly important area when purchasing companies that are not subject to SEC regulations. Coverage includes normalizing historical financial statements, using financial forecasts, determining real ROI, valuation methods for midsize companies, and determining the value of partial ownerships, intangible assets, and business risk characteristics.

After a detailed examination of legal issues, the book explores the roles of outside professionals in the M&A process, including intermediaries, attorneys, accountants, business appraisers, and machinery and technical appraisers. The book concludes with a look at various ways of structuring the final deal and the pros and cons of each arrangement from both the buyer's and seller's perspectives.

With 36 self-contained chapters that can be read in sequence or consulted independently, Mergers and Acquisitions for Small and Midsize Companies is both a comprehensive M&A tutorial for newcomers to the process and an indispensable reference for professionals involved in any aspect of the buying and selling of small and midsize companies.

A Step-by-Step Guide to Buying and Selling a Business from a Distinguished Group of Recognized Experts

Mergers and Acquisitions Handbook for Small and Midsize Companies is the perfect guide for anyone who is selling a business or hoping to buy one. Each of the nearly 30 contributors is a recognized expert in a particular aspect of the M&A process. These authors explain their topics from the ground up, assuming no previous experience on the part of the reader and addressing the subject from every conceivable angle.

Areas of discussion include:

• Fundamentals of the mergers and acquisitions process
• Financial and valuation—normalizing historical financial statements, utilizing forecasts, valuation methods, and more
• Legal aspects—disclosure requirements, due diligence, advisor engagement letters, closing documentation
• The role of outside professionals—intermediaries, attorneys, accountants, business appraisers, and machinery and technical appraisers
• The deal itself—deal structures, creative financing strategies, a case study, pros and cons of ESOPs, and much more

The design or reorganization of a corporate organization should be discussed from the perspective of the supply and demand equilibrium in the market. But it is quite difficult to balance supply and demand by relying on the price mechanism of the market. The book investigates the impact of a takeover on a management's incentives to increase reported earnings. The book also analyzes the type of effects reorganizations have on the laws and regulations, while weighing the company law, accounting standards for financial instruments, tax law, other accounting principles and international standards such as the Financial Accounting Standards Board (FASB) and International Financial Reporting System (IFRS).Proposing a new institutional fundamentalism based on the merits of market competition, the book clarifies the features of public-to-private buyout in Japan, explaining the advantage of going-private transactions. The trend of public-to-private buyouts in Japan and the theoretical framework of public-to-private buyout deals are also dealt with in detail.

In good markets or bad, reverse mergers play a key role for companies that want to avoid the IPO route for going public. Since the successful first edition of "Reverse Mergers" was published in 2006, the economic and regulatory landscape has changed. Executives, owners, lawyers, accountants, professional investors, regulators, and others need to know what those changes mean for reverse mergers.
Reverse-merger expert David Feldman gives an overview of the most important changes since the previous edition was published: new SEC regulations, the changing nature of SPACs (Special-Purpose Acquisition Company), and the emergence of new instruments called WRASPs (WestPark Alternative Senior Exchange Process). The book includes a new chapter on China, and the "Experts Speak" chapter features all new interviewees.
David Feldman is one of the country's leading experts on reverse mergers, self-filings, and other alternatives to IPOs. His firm has guided hundreds of companies on going public, advising them on structure and mechanics, financing, due diligence, regulatory issues, and more.

Thoroughly discussing the problems of uniting two independent companies (problems which are commonly underestimated), this book covers a wide range of subjects such as: laws and regulations governing mergers; consideration of financial and material resources; tax views; research and development prospects, as well as the matching and augmenting of skills and equipment of both companies and the adjustments to be made to stock-holders and servicers. The issues of morale, retaining trained personnel, and the rearrangement of employee benefits and pensions are also examined. Check lists, tabulated examples, a hypothetical case history and a comprehensive bibliography made up the extensive appendices.

The economic climate, new regulations and developments both here and abroad have totally changed the face of today's mergers and acquisitions. Completely rewritten and updated, it examines realistic strategies and goals for the 1990s that must be addressed in order to achieve a successful acquisition program. Includes coverage of the post-acquisition process, chapters on restructuring financially troubled companies, and unique strategies that apply to niche acquisitions. It also features new material on international mergers, the pros and cons of partial buy-ins, cross-border alliances, financing options and covers issues (strategic, legal, financial and regulatory) that can affect a deal of any size.

Since the implementation of the European Directive on Takeover Bids, a European common legal framework governs regulation of takeovers in EU Members States. The European Directive on Takeover Bids was adopted in April 2004, and implemented in the UK and in other Member States on 20th May 2006. The Directive seeks to regulate takeovers by way of protecting investors, and harmonising takeover laws in Europe. In facilitating the restructuring of companies through takeovers, the Directive aims at reinforcing the free movement of capital.

Takeovers and the European Legal Framework studies the European Community Directive on Takeover Bids, in order to provide greater understanding of both the impact and effect of the European legal framework of takeover regulation. It firstly looks at the Directive from a British perspective, focusing on the impact of the transposition of the Takeover Directive into the UK. The book examines the provisions of the City Code on Takeovers and Mergers, and discusses the takeover provisions in the Companies Act 2006 that implement the Takeover Directive in the UK, arguing that the Directive will provide a new basis for UK takeover regulation, and that the system will work well.

Jonathan Mukwiri goes on to consider the Directive in relation to the EU, arguing that despite its deficiencies, in that Member States are free to opt to restrict takeovers, the Directive provides a useful legal framework by which takeovers are regulated in different jurisdictions. Mukwiri highlights how the freedoms of the EC Treaty and EU Directives interact, and the effects of the Takeover Directive on political considerations in the law-making process in European Community. Moreover, he argues that the future of EU takeover regulation is likely to follow the lead of the UK, making this book relevant to a wide range of policy makers and academics across Europe.

If you are buying a company how can you be sure you are buying the business you think you are? Are you sure it is as good as the seller says? How can you be certain unexpected costs and obligations will not suddenly appear once you are the owner and responsible for them? How best can you arm yourself for the negotiations? Designed to help you make your due diligence process as smooth and effective as possible, this collection of checklists by acknowledged expert, Peter Howson, will ensure you manage the risk aspects of any acquisition. The author takes you through the due diligence process itself from legal, financial and commercial to employment and IT, and guides you through the collection. Each checklist includes a short introduction that enables you to make the best use of the material. Due Diligence is, by its nature, a process for which checklists are a wonderful source of ideas and reassurance. Peter Howson's checklists (all of which are repeated in PDF form on the downloadable resources), is a must-have reference for anyone contemplating a merger or acquisition, a management buyout, joint venture or other risky business transactions involving third parties.

Lode Walgrave has made a highly significant contribution to the worldwide development of the restorative justice movement over the last two decades. This book represents the culmination of his vision for restorative justice. Coming to the subject from a juvenile justice background he initially saw restorative justice as a means of escaping the rehabilitation-punishment dilemma, and as the basis for a more constructive judicial response to youth crime that had been the case hitherto. Over time his conception of restorative justice moved in the direction of focusing on repairing harm and suffering rather than ensuring that the youthful offender met with a 'just' response, and encompassing the notion that restorative justice was not so much about a justice system promoting restoration, more a matter of doing justice through restoration. This book develops Lode Walgrave's conception of restorative justice further, incorporating a number of key elements. * a clearly outcome-based definition of restorative justice * acceptance of the need to use judicial coercion to impose sanctions as part of the reparative process * presenting restorative justice as a fully fledged alternative to the punitive apriorism * development of a more sophisticated concept of the relationship between restorative justice and the law, and acceptance of the need for legal regulation * a consideration of the expansion of a restorative justice philosophy into other areas of social life and the threats and opportunities this provides * a consideration of the implications of the expansion of restorative justice for the discipline of criminology and democracy

This book was designed not only for owners and managers of middle market businesses but as a training text for middle market M&A investment bankers and consultants. It discusses the art and science of middle market M&A as well the all-important psychology and behind-the-scenes negotiations pursued with a particular emphasis on obtaining the absolute highest value when selling a business. Subjects addressed include valuation, taxation, negotiations, M&A conventions, among many others from the buy-side and sell-side perspectives.

Subtitled "Tales of A Deal Junkie," this serious but occasionally irreverent book tells it like it is, including anecdotes to provide a "feel" for what really goes on in middle market transactions. The author, a former practicing CPA and a business valuation expert, is a veteran M&A investment banker with years of real life experience. He also is a widely-acclaimed instructor in the M&A field and a nationally-respected practitioner who has trained thousands of investment bankers. No comparable book on the market today provides this degree of comprehensive and invaluable insight.

University business schools now regularly offer courses in corporate governance and takeovers as part of their standard finance curriculum. Recent media treatment of numerous governance developments and calamities that have shaken the corporate arena have enhanced student interest in studying these courses and heightened professor interest in teaching them. Governance and the Market for Corporate Control is a textbook for use in such business courses dealing with mergers, acquisitions, governance restructuring and corporate control. Three key features distinguish this book from competing texts. First, following up on recent developments in the corporate arena, it places a heavy emphasis on managerial compensation, incentives and corporate performance. Second, its conciseness allows for flexibility of use. Third, its coverage is broad and examines many topics including: significant discussions of corporate governance; power and voting;

University business schools now regularly offer courses in corporate governance and takeovers as part of their standard finance curriculum. Recent media treatment of numerous governance developments and calamities that have shaken the corporate arena have enhanced student interest in studying these courses and heightened professor interest in teaching them. Governance and the Market for Corporate Control is a textbook for use in such business courses dealing with mergers, acquisitions, governance restructuring and corporate control. Three key features distinguish this book from competing texts. First, following up on recent developments in the corporate arena, it places a heavy emphasis on managerial compensation, incentives and corporate performance. Second, its conciseness allows for flexibility of use. Third, its coverage is broad and examines many topics including: significant discussions of corporate governance; power and voting;

Concern over conglomerate mergers increased dramatically in the latter part of the twentieth century. An acceleration in conglomerate merger activity rekindled firms' takeover fears and swamped trustbusters, and attention focused on the political and economic issues surrounding conglomerate mergers. Of particular importance is the possibility that conglomerate mergers may increase aggregate concentration and eventually create a 'zaibatsu' economy. This book, first published in 1984, addresses the issue by examining the mutual forbearance hypothesis. More specifically, do multi-market contacts among diversified firms affect market competition?

News of a merger or acquisition is a big event in the life of a company, which stirs uncertainty, anxiety and fear. The changes, redundancies and so on, that often follow this news, are a further source of turmoil for the employees of both companies involved. There is no magic formula to avoid these effects completely. However, good planning, communication and human resource practice can mitigate the worst of them; keep everyone that matters on board; and ensure that the new organization maintains your reputation for sensitive people management. Get it wrong, on the other hand, and you may lose the very people you were most anxious to keep; put the success of the process at risk and even face employment tribunals or other legal proceedings. In addition, imagine how these processes are complicated by any transnational elements. James F. Klein and Robert-Charles Kahn provide a practical, hands-on guide to successfully integrating HR functions following any merger or acquisition within Europe. The book guides you step by step, providing the methodology, tools, sequence of events and necessary material. It includes comparative tables, tips and stories illustrating the differences, specific issues and pitfalls that are particular to the different European countries. 20 years of human resources experience across companies in continental Europe has gone into creating this blueprint to successfully implementing the people side of successful mergers and acquisitions.