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Books > Business & Economics > Business & management > Ownership & organization of enterprises > Takeovers, mergers & buy-outs
For the last four decades, researchers in various disciplines have been trying to explain the enduring paradox of the growing activity and volume of mergers and acquisitions (M&A) versus the high failure rate of M&A. This handbook will stimulate scholars to focus on new research directions.The contributors explore how underlying concepts and methodologies can make an important contribution towards understanding M&A and their performance. This authoritative volume presents research that incorporates multidisciplinary, multi-level, multi-stage and cross-cultural models and analyses, and also focuses on such issues as process-content, knowledge transfer, due diligence, performance measures, communication, trust, grief, integration approaches, individual values, change management, and consulting. Scholars interested in research on strategy as well as Masters and PhD students on mergers and acquisitions courses will find much of value in this compilation. Contributors include: M.F. Ahammad, N.M. Ashkanasy, Z.R. Bachar, A.F. Buono, K.M. Ellis, P.-G. Hourque, P. Junni, M.H. Kavanagh, B.T. Lamont, M.L. Mark, O. Meglio, E. Metais, P.H. Mirvis, A.L. Ranft, T.H. Reus, A. Risberg, R.M. Sarala, A.-M. Soderberg, G.K. Stahl, S. Tarba, E. Vaara, P. Very, Y. Weber
The takeover boom that began in the mid-1980s has exhibited many phenomena not previously observed, such as hostile takeovers and takeover defenses, a widespread use of cash as a means of payment for targeted firms, and the acquisitions of companies ranking among the largest in the country. With the aim of more fully understanding the implications of such occurances, contributors to this volume consider a broad range of issues as they analyze mergers and acquisitions and study the takeoveer process itself.
AB InBev is today's uncontested world leader of the beer market. It represents over 20% of global beer sales, with more than 450 million hectolitre a year flowing all around the world. Its Belgian predecessor, Interbrew, was a success story stemming from the 1971 secret merger of the country's two leading brewers: Artois and Piedboeuf. Based on material originating from company and private archives as well as interviews with managers and key family actors, this is the first study to explore the history of the company through the nineteenth and twentieth centuries. The story starts in the mid-nineteenth century with the scientific breakthroughs that revolutionised the beer industry and allowed both Artois and Piedboeuf to prosper in a local environment. Instrumental in this respect were the respective families and their successive heirs in stabilizing and developing their firms. Despite the intense difficulties of two world wars in the decades to follow, they emerged stronger than ever and through the 1960s became undisputed leaders in the national market. Then, in an unprecedented move, Artois and Piedboeuf secretly merged their shareholding in 1971, though keeping their operations separate until 1987 when they openly and operationally merged to become Interbrew. Throughout their histories Artois, Piedboeuf, and their successor companies have kept a controlling family ownership. This book provides a unique insight into the complex history of these three family breweries and their path to becoming a prominent global company, and the growth and consolidation of the beer market through the nineteenth and twentieth centuries.
The essential M&A primer, updated with the latest research and statistics Mergers, Acquisitions, and Corporate Restructurings provides a comprehensive look at the field's growth and development, and places M&As in realistic context amidst changing trends, legislation, and global perspectives. All-inclusive coverage merges expert discussion with extensive graphs, research, and case studies to show how M&As can be used successfully, how each form works, and how they are governed by the laws of major countries. Strategies and motives are carefully analyzed alongside legalities each step of the way, and specific techniques are dissected to provide deep insight into real-world operations. This new seventh edition has been revised to improve clarity and approachability, and features the latest research and data to provide the most accurate assessment of the current M&A landscape. Ancillary materials include PowerPoint slides, a sample syllabus, and a test bank to facilitate training and streamline comprehension. As the global economy slows, merger and acquisition activity is expected to increase. This book provides an M&A primer for business executives and financial managers seeking a deeper understanding of how corporate restructuring can work for their companies. Understand the many forms of M&As, and the laws that govern them Learn the offensive and defensive techniques used during hostile acquisitions Delve into the strategies and motives that inspire M&As Access the latest data, research, and case studies on private equity, ethics, corporate governance, and more From large megadeals to various forms of downsizing, a full range of restructuring practices are currently being used to revitalize and supercharge companies around the world. Mergers, Acquisitions, and Corporate Restructurings is an essential resource for executives needing to quickly get up to date to plan their own company's next moves.
The contributions of this reader give an insight into the importance of the organizational and cultural aspects of cross-national mergers and acquisitions. Mergers and acquisitions are the predominant forms of internationalization, expansion, and growth. In the past, research on M&As focused on legal, financial, and economic aspects to determine the best "strategic fit" with optimal synergy effects. Yet a failure rate of roughly fifty per cent gave rise to an increasing awareness of organizational and cultural aspects of integration strategies, the importance of cultural factors for globalization: the "cultural fit". The reader, based on case studies of transnational companies, provides and overview of the different theoretical and methodological approaches and debates crucial issues of high significance for management students and managers alike.
This book focuses on the 11 men, lawyers and bankers, who are responsible for the creation of Wall Street's merger industry. It specifically concentrates on the events and personalities who dominated Wall Street during the takeover battles of the 1970s and 1980s. Lawyers Joe Flom and Marty Lipton, the godfathers of modern M&A, educated bankers on takeover laws and regulations as well as tactics. Flom and Lipton were also superlative businessmen who built their own firms to become Wall Street powerhouses. The two men drew into their orbit a circle of bankers. Felix Rohatyn, Ira Harris, Steve Friedman, Geoff Boisi, Eric Gleacher and Bruce Wasserstein were close to Lipton. Robert Greenhill and Joe Perella were close to Flom. "M&A Titans" provides insight into the culture of the different investment banks and how each of the bankers influenced the firms they worked in as they became more powerful. Some such as Gleacher, Harris, Wasserstein, Perella and Greenhill clashed with the men running their firms and left. Others such as Friedman and Boisi stayed and profoundly influenced how the firm did business. The career of Michael Milken, perhaps the notorious name on Wall Street in the 1980s, is also examined as well as the actions and tactics of his firm, Drexel Burnham Lambert. Milken and Drexel paved the way for the growth of private equity and helped popularize attacks on management by investors such as Boone Pickens and Carl Icahn.
"The failure rate of mergers and acquisitions is unreasonable, unacceptable, and unnecessary," say Claude S. Lineberry and J. Robert Carleton in this much-needed resource, which outlines their unique, proven, and practical process for increasing the success of mergers and acquisitions. Written for all those with a vested interest in the success of the deal-board of directors, executives, managers, employees, and shareholders-and based on years of research and real-world experience, Achieving Post-Merger Success is a down-to-earth guide that gives stakeholders the tools they need to * Profile and assess corporate cultures * Identify potential or actual culture clash barriers to a merger or acquisition * Determine what to do to avoid, minimize, and resolve culture clash * Plan for efficient and effective post-merger cultural integration of the two organizations
A complete how-to guide to a 100% financed business… How to Buy a Great Business with no Cash Down Bestselling author Dr. Arnold Goldstein has successfully purchased 12 companies—including retail stores to printing plants—and he did it without investing any money of his own! Using his proven formula for success, he also has guided hundreds of other enterprising but financially limited people into their own 100% leveraged businesses. Now, the master of the "No Cash Down" takeover is ready to help you too. In this important new book, he reveals all his secrets, including how to successfully find, qualify, evaluate, structure, finance, negotiate, and take over any type or size business…using little or no cash of your own. In How to Buy a Great Business With No Cash Down, you’ll
The fight to control RJR Nabisco during October and November of 1988 was more than just the largest takeover in Wall Street history. Marked by brazen displays of ego not seen in American business for decades, it became the high point of a new gilded age, and its repercussions are still being felt. The ultimate story of greed and glory, Barbarians at the Gate is the gripping account of these two frenzied months, of deal makers and publicity flaks, of an old-line industrial powerhouse that became the victim of the ruthless and rapacious style of finance in the 1980s. Written with the bravado of a novel and researched with the diligence of a sweeping cultural history, here is the unforgettable story of the takeover in all its brutality.
The ultimate guide to successful M&As no matter how the economy's doing No one has written about the true root causes of the recent large M&A failures and why the mergers that were supposed to save the companies and the economy did not work. Material Adverse Change not only shows the sequence of events that led to some M&A failures, but provides a detailed review of the root causes and personality traits that drove the outcomes. By looking at the true motivations behind the deals, we can learn a lot about what works and common pitfalls that need to be overcome. * Provides an inside look on why recent, highly publicized deals were allowed to happen * Explores the factors behind motivating CEOs to put their careers on the line to acquire * Offers recent M&A case studies that took place during the Great Recession, including Bank of America's purchase of Merrill Lynch and Kraft's purchase of Cadbury Large M&A transactions have become a much more important element to the state of the global economy. Material Adverse Change provides practical advice on how to avoid the mistakes made by others and then to apply the practices deployed to make successful deals.
Clear, practical, step-by-step guidance through the nonprofit merger process Using real-world examples, case studies, and enduring frameworks, "Nonprofit Mergers and Alliances, Second Edition" offers clear, practical, step-by-step guidance through the merger and alliance development process. From assessing feasibility and planning for implementation to post-merger integration, this ground-breaking work points out pitfalls and offers insightful commentary in every chapter.Provides a comprehensive framework for designing and implementing effective collaborations of all kindsOffers the tools needed to effectively collaborate with potential partnersShows how nonprofit mergers are fundamentally different from for-profit mergers-and why board members need to know thisFocuses on the needs of the nonprofit sector, including cultural compatibility and compassionate management practicesShows nonprofit managers and board members how to make their way through the merger process without repeating Wall Street's mistakes Insightful and realistic, "Nonprofit Mergers and Alliances, Second Edition" equips you with the tools and knowledge you need to create effective collaborations.
Consolidation activities such as mergers and acquisitions (M&As) have been one of the major strategies adopted by Indian firms to withstand global competition. M&As experienced a substantial increase in value and volume during the post-liberalization era, facilitated by the presence of foreign subsidiaries in the Indian market as well as competitive pressure on domestic firms. The increased foreign investment through M&As brought new dimensions to the fore such as the implications on technological performance, efficiency, and more importantly, competition in the Indian market. The Globalisation of Indian Business: Cross Border Mergers and Acquisitions in Indian Manufacturing provides an in-depth analysis of these issues, specifically aiming to understand whether the M&As strategies helped the firms to achieve their desired objectives in terms of improvement in technology, efficiency and market power in the context of the increase of M&As in India, using appropriate statistical and econometric techniques. The book is of additional importance in the context of the recently implemented Competition Act, replacing the thirty year old MRTP Act in India. The new Act aims to maintain competition and protect consumers' interests without harming that of the producers'. Based on the analysis, broadly, the study cautions the regulators to rethink the efficiency defence argument and become more vigilant on the creation of monopolies. On the other side, it suggests firms should reconsider their post-merger integration strategy since consolidation has not led to a sustainable increase in market share of the surviving firms.
A widespread misunderstanding concerning leveraged buyouts (LBOs) is the belief that they accomplish little but the ruin of companies and the loss of employment. How else could it be? Until recently, journalists, including much of the business press, have depicted LBO specialists as generally greedy, if not sinister, forces whose activities compound the dislocations of modern American economic and social life. This kind of criticism reached a crescendo in the press and in Congress at the end of the 1980s, and Kohlberg Kravis Roberts found itself in the middle of the controversy. Based on interviews with partners of the firm and on unprecedented access to KKR's records, George P. Baker and George David Smith have written a definitive account of how KKR has approached LBOs in a book that will appeal to the specialist and general reader alike. The authors focus on KKR's founding, evolution, and innovations as ways to understand issues in modern American business. In examining KKR as a unique form of enterprise--one that subscribes to a set of alternative perspectives on business and value creation--the book bridges the gap between public perception and academic knowledge of how financial innovation impacts economic life. The firm's approach to leveraged buyouts was an important aspect of the corporate restructuring and governance reforms in the American economy from the mid-1970s through 1990 (the years of what some have called the "leveraged buyout movement"). KKR and other companies fundamentally altered the prevailing perception of the role of debt in the modern American corporation and established an alternative model for organizing and managing corporate enterprises. KKR financed the companies it acquired with high levels of debt, while linking their ownership to management. It then imposed rigorous monitoring by the board of directors over the companies in its portfolio. This combination of factors forced managers to concentrate not on growth but rather on how to achieve value through whatever means was most appropriate to the company's circumstances. The purpose of the leveraged buyout was to realize, or "create," value in companies by reforming their management systems. KKR's approach to restructuring the relationship between owners and managers in a highly leveraged firm rested on a basic principle: Make managers owners by making them invest a significant share of their personal wealth in the enterprises they manage, and they will have stronger incentives to act in the best interests of all shareholders.
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:
The striking feature of the takeover market in the US in recent
years has been the lightning pace of changes in strategy due to
innovations in takeover defense. This book explains in a clear and
authoritative manner the best strategies and the traps from the
standpoints of both bidders and targets.
This is a book about acquisitions and their performance. It looks at the different ways in which companies from the major acquiring countries (UK, USA, Japan, Germany, and France) set about integrating the acquisitions they make in the UK. The book illustrates different national styles at work, but also shows how common many management practices have become around the world.
Between 1895 and 1904 a great wave of mergers swept through the manufacturing sector of the U.S. economy. More than 1,800 firms disappeared into horizontal combinations, at least a third of which controlled more than 70 percent of the markets in which they operated. In The Great Merger Movement in American Business, Naomi Lamoreaux explores the causes of the mergers, concluding that there was nothing natural or inevitable about turn-of-the-century combinations. With the aid of a formal model, Lamoureaux demonstrates that the merger wave was the product of a particular historical combination of circumstances: the development if capital-intensive production techniques; a spurt of rapid growth in a number of heavy industries in the late 1880s and early 1890s; and the panic and depression of 1883. Together, this sequence of events produced an episode of abnormally severe price competition that manufacturers finally turned to consolidation to alleviate. Despite her conclusion that the mergers were not inevitable, Lamoreaux does not accept the opposing view that they were necessarily a threat to competition.
Hardbound. Enormous amounts of money are made and lost through activities related to Mergers, Acquisitions, Demergers, Buyouts and Alliances. It is a major management pre-occupation in many organisations in both the private and public sectors, in almost all parts of the world. Yet there is a vast difference between those organisations who appear to manage these processes successfully and those who do not. As a result there is a particularly critical role for more effective learning. This subject area has been extensively covered by Long Range Planning and this volume brings together a substantial selection of the key papers published by the Journal on the subject over the past 30 years. This is a volume of articles based on the research, case studies and practical experience of leading authorities that stand the test of time. It is a volume that should be read and digested by anyone concerned with any aspect of this particularly challenging area.
The legal, financial, and business primer to the M&A process Mergers and Acquisitions offers accessible step-by-step guidance through the M&A process to provide the legal and financial background required to navigate these deals successfully. From the initial engagement letter to the final acquisition agreement, this book delves into the mechanics of the process from beginning to end, favoring practical advice and actionable steps over theoretical concepts. Coverage includes deal structure, corporate structuring considerations, tax issues, public companies, leveraged buyouts, troubled businesses and more, with a uniquely solution-oriented approach to the M&A process. This updated second edition features new discussion on cross-border transactions and "pseudo" M&A deals, and the companion websites provides checklists and sample forms to facilitate organization and follow-through. Mergers and acquisitions are complex, and problems can present themselves at each stage of the process; even if the deal doesn't fall through, you may still come out with less than you bargained for. This book is a multi-disciplinary primer for anyone navigating an M&A, providing the legal, financial, and business advice that helps you swing the deal your way. * Understand the legal mechanics of an M&A deal * Navigate the process with step-by-step guidance * Compare M&A structures, and the rationale behind each * Solve common issues and avoid transactional missteps Do you know what action to take when you receive an engagement letter, confidentiality agreement, or letter of intent? Do you know when to get the banker involved, and how? Simply assuming the everything will work out well guarantees that it will for the other side. Don't leave your M&A to chance; get the information and tools you need to get it done right. Mergers and Acquisitions guides you through the process step-by-step with expert insight and real-world advice.
This book provides those responsible in communication, management and human resources with a practical guide for professional internal and external communication of restructuring programs in companies. From cost-cutting measures to downsizing to the closure of entire locations: changing economic framework conditions and the associated changes are not only an operational challenge, they also require intelligent communication. If this fails, long-term costs through collateral damage such as declining employee motivation or loss of reputation can wipe out the short-term savings.This book shows in a compact way how you can identify key stakeholders, define communicative goals and develop the infrastructure, content and instruments with which you can strategically achieve these goals.The author gives concrete tips, describes concrete procedures and asks targeted questions for success in difficult times.
It is crucial for process safety professionals to be aware of best practices for post merger integration at any level. A compilation of industry best practices from both technical and financial perspectives, this book provides a single reference that addresses acquisitions and merger integration issues related to process safety. Presently, there are limited references on how to handle acquisitions in several different CCPS publications and almost no coverage of the post-merger integration issue, so this reference fills a notable gap in the coverage.
Mergers and acquisitions (M&As) are events that attract considerable interest from academics and practitioners, and much research has been conducted into their impact on individuals, organizations and societies. Yet, despite all the existing research and the varied theoretical and methodological approaches employed, there remains more to learn about M&As. The Routledge Companion to Mergers and Acquisitions takes a detailed look at this multifacted subject using a novel framework of four domains - substantive issues, contextual issues, methodological issues and conceptual issues. Drawing on the expertise of its international team of contributors, the volume surveys the state of the field, including emerging and cutting-edge areas such as social network analysis and corporate branding. This Companion will be a rich resource for students, researchers and practitioners involved in the study of M&As, and organizational and strategic studies more widely.
Indispensable coverage of new federal regulatory reforms and federal financial issues An essential guide covering new federal regulatory reforms and federal financial issues "Financial Institutions, Valuations, Mergers and Acquisitions, Third Edition" presents a new regulatory framework for financial institutions in the post-bailout era.Provides valuable guidance to assess risks, measure performance and conduct valuations processes to create shareholder valueCovers the protection of other stakeholders, including customers, regulators, government, and consumersOffers an up-to-date understanding of financial institutions, their challenges, and their opportunities in the post-Sarbanes-Oxley era Over the past decade, substantial changes have taken place in the structure and range of products and services provided by the financial services industry. Get current coverage of these changes that have transformed both traditional organizations such as banks, thrifts, and insurance companies, as well as securities providers, asset management companies and financial holding companies with the up-to-the-minute coverage found in Financial Institutions, Valuations, Mergers and Acquisitions, Third Edition.
The Merger Mindset offers a unique perspective for leaders-those executives whose companies, reputations, and futures will thrive or fail because of a deal or a series of deals. This book for leaders helps decision-makers deal with the powerful undercurrents and interpersonal dynamics at play in every deal, and no one is more qualified to write it than Constance Dierickx and Linda Henman. Other books on mergers, acquisitions, and divestitures overwhelmingly have one characteristic in common: they're technical. Attorneys write books about the legal and contractual aspects of deals; project management experts write from the point of view of managing tasks and schedules; and investment bankers write about valuation and negotiation. The Merger Mindset presents an amalgamation of what Drs. Dierickx and Henman have observed-and in many cases, helped to create-in more than 65 cumulative years of consulting with Fortune 500 companies, privately-held firms, family-owned businesses, and military organizations. Their in-the-trenches experiences spurred them to arrive at this premise: To position their organizations for more success, leaders can't shy away from the high stakes, tough decisions about their futures. This book maps the key steps in the M & A journey. It takes the reader through how to make the decision to grow acquisitively, identify roadblocks and typical wrong turns, and ultimately shows how to unlock their decision-making potential while navigating an increasingly uncertain world. Through compelling stories and surprising research findings, readers will discover that there's much more to the decision-making that drives M & A deals than they ever imagined, and they will come away with tools to help them deepen their understanding of what it takes to succeed. A fascinating read, the text weaves lessons that surface from the stories with highly pragmatic advice about suggested mindset, checklists, processes, and diagnostic tools. Readers will understand that while M & A deals aren't simple, leaders don't have to overly complicate them either. Instead, they can simplify the process if they remember hope shouldn't serve as a strategy, and they can't abdicate or delegate their leadership responsibilities. The lessons from mergers and acquisitions are critical to those considering a deal, but applied elsewhere, they have equal value, even though noticing them takes more effort. This is the essence of leadership: doing the hard work of ensuring that the gulf between strategy and tactics does not lead to either over simplification or needless complexity.
This book is intended to lay out, in a clear and intuitive as well as comprehensive way, what we know - or think we know - about mergers and acquisitions in the financial services sector. It evaluates their underlying drivers, factual evidence as to whether or not the basic economic concepts and strategic precepts are correct. It looks closely at the managerial dimensions in terms of the efficacy of merger implementation, notably the merger integration process. The focus is on enhancing shareholder value creation and the execution of strategies for the successful management of mergers. It also has a strong public-policy component in this "special" industry where successes can pay dividends and failures can cause serious problems that reach well beyond the financial services industry itself. The financial services sector is about halfway through one of the most dramatic periods of restructuring ever undergone by a major global industry. The impact of the restructuring has carried well beyond shareholders of the firms and involved into the domain of regulation and public policy as well as global competitive performance and economic growth. Financial services are a center of gravity of economic restructuring activity. M&A transactions in the financial sector comprise a surprisingly large share of the value of merger activity worldwide -- including only deals valued in excess of $100 million, during the period 1985-2000 there were approximately 233,700 M&A transactions worldwide in all industries, for a total volume of $15.8 trillion. Of this total, there were 166,200 mergers in the financial services industry (49.7%), valued at $8.5 trillion (54%). In all of restructuring frenzy, the financial sector has probably had far more than its share of strategic transactions that have failed or performed far below potential because of mistakes in basic strategy or mistakes in post-merger integration. It has also had its share of rousing successes. This book considers the key managerial issues, focusing on M&A transactions as a key tool of business strategy - "doing the right thing" to augment shareholder value. But in addition, the degree of integration required and the historic development of integration capabilities on the part of the acquiring firm, disruptions in human resources and firm leadership, cultural issues, timeliness of decision-making and interface management have co-equal importance - "doing it right." |
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