A merger or acquisition is one of the most significant events in the life of a firm and the consequences thereof are multi-faceted: Directors' fiduciary duties, shareholders' rights, valuation methods, structuring, and financing of the deal, to cite a few. Moreover, it requires an army of savvy professionals (accountants and investment banks, etc.) throughout the process; those understanding the technicalities of M&A guarantees and preventing costly missteps. This book explains the steps, distilling the process of both the legal and financial aspects of M&A, for both students and practitioners.

Banks, Bankers, and Bankruptcies Under Crisis uses case studies of failed banks, banks that would have failed without taxpayer intervention, and in some cases banks obliged to merge under government pressure, to better understand global banking today.

There are substantial bodies of literature that advance theory about why merger and acquisition candidates are found to be unattractive, why negotiations are not concluded, and why the benefits of companies that are acquired are not realised. Little, if any, research identifies why merger and acquisition opportunities are not pursued in the period after candidates are analysed and found to be attractive but before negotiations begin. This study addresses this period by developing a theoretical framework of the variables that intervene to reverse decisions to pursue apparently attractive candidates before negotiations begin and which, in doing so, result in missed opportunities. The study is informed primarily by the strategic-management content literature but draws from the strategy-process literature including streams in strategic decision making (SDM) and behavioural decision theory (BDT). This is a critical book for business scholars that provides an important perspective that has not yet been studied.

The comprehensive and crystal-clear companion to making the right acquisition decisions and executing them well: Acquisition is the most powerful corporate development tool available to companies and will therefore always be on the business agenda. Very practical and easy to follow: diagrams, checklists and case studies throughout. The authors have an accessible style and approach The Audience: High level entrepreneurs, senior executives, directors, and business strategists. Updates include: new and updated case studies, analysis of different types of company and how this could affect the transaction, a guide to working with external advisors.

This book provides a comprehensive guide to the scope of European Merger Control Regulations. It follows a practical approach, which is aimed at fulfilling the need for a straightforward, user-friendly introduction to the workings of merger control at European level. It is designed to provide the reader with the framework provisions, as opposed to a case-by-case analysis, thereby enabling those involved with mergers to understand more comprehensively how the regulations and the decisions of the Merger Task Force affect specific mergers, organizations and business. The scope and functions of the Merger Regulations are set out fully and step-by-step guides to the various procedures are provided. Information sources include the full text of the Regulations as amended, relevant Commission Notices, and details of the national authorities dealing with mergers. As the EU moves further towards the accomplishment of the internal market and as mergers of ever-increasing value take place, the Merger Regulations and the work of the Merger Task Force has become of heightened importance.

This book examines the effects of hostile takeovers, their impact on regional economies and industries, and the policy implications of such takeovers for both the corporation and the public sector. The book's contributors present arguments for and against corporate takeovers, identifying both the strong and weak points on each side. Then, they consider economic, legal, ethical and geographical issues--particularly interregional issues, legal difficulties involving different levels of governement, and interstate differences. "Pension World"

The ongoing trend of hostile corporate takeovers has been discussed at some length in the press and in the business literature. However, even as terms like golden parachutes, greenmail, and white knights enter the popular lexicon, little has been written about the effects, real or potential, that specific takeovers may have upon the economic base of metropolitan areas, states, or regions that house individual corporate operations. This volume represents a systematic attempt to fill that gap by examining the effects of hostile takeovers, their impact on regional economies and industries, and the policy implications of such takeovers for both the corporation and the public sector.

The contributors begin by presenting arguments for and against corporate takeovers, identifying both the strong and weak points on each side of the debate. They then turn to a consideration of economic, legal, ethical, and geographical issues, paying particular attention to interregional issues, legal difficulties involving different levels of government, and interstate differences. Separate chapters are also devoted to foreign direct investment in the United States and the impact of federal tax policy on the takeover process. The contributors conclude with an overview of the corporate impact of takeovers and specific policy recommendations.

Cross-border mergers and acquisitions are an imperative part of the accelerated economic globalization of our time. Cross-border transaction volume now accounts for almost one-third of global M&A activity and this number will only increase as business world-wide continues to expand. The complex legal issues to be handled in such transactions encompass the co-ordination of different concepts of corporate governance and capital market regulations in the laws involved, as mirrored by the intense debate on M&A law making within the European Union, and for example, Germany. Lawyers engaged in the M&A practice will inevitably be confronted with cross-border transactions and will have to appropriately counsel their clients in the variable aspects of the law. This book, based on an international conference held by the Law Centre for European and International Cooperation (RIZ) in co-operation with the Centre of Commercial Law Studies, the Asian Institute of International Financial Law, and the SMU Institute of International Banking and Finance, provides a comprehensive exploration of the legal implications of a cross-border merger or acquisition. Applying a comparative approach, the compilation of articles by professors, practitioners and bankers provides thorough information on relevant topics. In addition to this, case studies analyzing the Daimler/Chrysler Merger and the British Petroleum/Amoco Merger have been included to illustrate the impact that different structures can have on the success of a business combination.

Ffrench's book offers a way out of the pervasive confusion that has frustrated efforts of companies attempting to deal with foreign regulatory practices. Designed as a practical, comprehensive guide, it is the only work to present securities law and regulation for all of North, Central, and South America. In addition it provides details concerning various nations' business organizations, regulatory institutions, anti-trust laws, foreign investment laws, laws of insider trading, and labor laws. The author includes complete coverage of the intricate statutory regulations and case law of the United States and Canada, and he advances reform proposals that would simplify take-over and merger regulation in these and other countries.

Since their explosion in the mid-1990s, mergers and acquisitions (M&As) have turned into a global phenomenon with growing prevalence. A large number of theoretical and empirical studies focus on cross-border deals from several perspectives, such as motives, strategic issues, and performance. Most books treat these studies as specific characteristics of M&As, paying little attention to the distinctive elements that differentiate them from domestic operations. In short, there is now a real need for a fresh review and categorization of cross-border deals. Cross-Border Mergers and Acquisitions is the first book to provide readers with a complete guide to understanding the main concepts, theories, and results driving cross-border M&As. Morresi and Pezzi present an original framework that ties together the growing body of theoretical and empirical studies on the topic. This work describes the relevance of the phenomenon in terms of its economical, geographical, and historical impact, and analyzes the market- and accounting-based performance of cross-border deals.

A casebook that discusses all the mega mergers and acquisitions in terms of value, that have happened in different industry sectors such as pharmacy, technology, telecommunications, media and entertainment, electrical and electronics, energy, finance, consumer goods, metals, and automobile and airlines.

Between 1970 and 1997, the nation's railroads engaged in corporate mergers in an effort to stem the decline of the industry's market base, increase low return on investments, and counter the deterioration of trackage and equipment. The 73 Class I carriers in existence in 1970 have been consolidated into only 10 today. The recent battle over Conrail is only the most recent and highly publicized example of this trend that resulted from the relaxation of federal regulation. Business scholars, economists, railroad buffs, and anyone interested in transportation and federal regulation will find this book an invaluable tool.

Written for financial and management executives, this volume provides a comprehensive and detailed examination of the restructuring of American business which has resulted from a spate of large-scale mergers, acquisitions, takeovers, and buyouts. As Alkhafaji notes at the outset, mergers and acquisitions are not new to the American business scene. However, the huge dollar value of recent transactions, such as the RJR/Nabisco buyout and the fact that large corporations once thought to be safe from takeover attempts are now potential targets, has given the process heightened impact. Alkhafaji explores the reasons for the increasing popularity of takeovers, mergers, and buyouts; who benefits from and who is affected by these strategies; who loses and who wins in the process; the international aspects of corporate restructuring; and the future implications for financial and senior managers.

In addition to examining the impact of corporate restructuring on the economy, the corporation, and the individual employee, Alkhafaji provides a wealth of practical information for the executive involved in the buyout process. He explains the various characteristics of companies that prompt merger and takeover actions, provides a rationale for the rapid increase in such activities, presents strategies that management should use before, during, and after the buyout, offers a comprehensive guide to what is involved in the restructuring process, and discusses the stages of mergers, takeovers, and buyouts to help managers understand the process better. The author also shows why buyouts have now become popular in the international marketplace. An extensive review of the available literature includes many illustrative realworld examples, and the author's own empirical studies are included to demonstrate management perceptions toward different aspects of the restructuring process. Both current and future managers will find this book enlightening and provocative reading.

Despite the wall of evidence that bank mergers add little or no value, yet investors and management continue to fuel the consolidation wave. This book draws on the actual experience of senior executives in over 30 banks with extensive merger experience to demonstrate how most mergers do in fact fail to meet objectives. It explores in detail the issues of strategic positioning, cost and revenue synergies, due diligence, IT selection and conversion, people selection, cultural conflict, leadership, and the decision making time frame. The book concludes that experienced and determined leadership, significant net cost savings, swift decision making and the cost of IT integration are key variables for success. It also suggests that the prospect of more cross border mergers and modest short term cost savings argues for a new pact between investors and bank management.

Consume thy rival may be the new law of corporate survival in the U.S. utilities industry. This book describes close to $70 billion of global utility mergers stemming from the anticipated deregulation of the U.S. gas and electrical utilities industries. Occurring from 1995 to 1997, these mergers are completely restructuring U.S. power utilities. Thirty-seven billion dollars of these mergers, a full 53 percent, occurred abroad. About two-thirds of the foreign mergers were U.S. takeovers, while the remaining one-third was mergers, defensive and otherwise, of U.K. firms with other U.K. firms. This may be the first time U.S. industrial restructuring has generated more investment abroad rather than in domestic markets.

Exploring the diversity of strategies and changes driving these mergers, the author concludes that although complex, the mergers can be explained by strategies traditionally used in domestic M&As. These very large U.S. utilities now consider themselves to be operating in a global industry of private, deregulated utilities, and they are determined to survive through mergers that help them cut costs, spread expenses, and increase profits.

The purpose of this interdisciplinary book on the implementation of mergers is to point to the importance of organizational culture and people in the successful management of mergers. The authors provide a framework for analyzing and managing the process of merging cultures, people, and strategies. The framework is based on the concept of acculturation, which has been used extensively in anthropology as a basis for understanding and addressing cultural clashes. The authors demonstrate that similarity between two cultures is neither necessary nor always helpful in easing the tensions between merging partners. Rather, they propose that organizations need to actively negotiate the terms of cultural combination. Such negotiations have to take into account the culture, strategy, leadership, and structure of both firms.

The first part of the book lays the foundation for understanding mergers from a strategic and cultural point of view by defining organizational culture, presenting the strategic options in mergers, and by describing the challenges presented by the merger of two structures. The second part of the book focuses on the process of acculturation and the special role of leadership in the formulation and implementation of mergers. The third part of the book presents four case studies and analyses representing the four distinct ways in which two organizations can acculturate to each other. Culture, strategy, structure, and leadership are interwoven in each of the cases. The book ends with a look at the future of mergers in light of the demographic and economic predictions for the next century. This book will help managers and students of mergers better understand and manage mergers.

Globalization provides firms with tremendous opportunities as well as daunting challenges. International expansion has become a pervasive and prominent strategic response to global economic dynamics for a large number of companies. The success of such expansion depends on several of entry and cooperative strategies. Dr. Luo provides conceptual backgrounds, analytical frameworks, managerial insights, and business guidance for a firM's international expansion efforts. He illustrates how (entry mode), when (timing), where (location), and what (industry). He elaborates on cooperative strategies such as partner selection, joint venture negotiation, control, cooperation, and termination.

The book is written for international executives who are actively pursuing international market opportunities. It argues that managers need to formulate appropriate expansion strategies to achieve a sustainable and successful presence in the global marketplace. The book is also valuable for students and scholars of international business, global management, and strategic management.

Drawing on twenty years of merger analysis literature, this single source offers practical solutions to a wide range of problems faced by specialists working in the field of mergers and acquisitions. The authors take an industrial organization approach in which effects on profits, on consumer surplus and on overall welfare are of greatest relevance. The focus is primarily on horizontal mergers, although vertical and conglomerate mergers are addressed when producers of complementary goods are involved. Among the issues and elements examined, the authors provide answers to the following: How does a merger affect the insider firm's profitability? Why may outsiders's stock market value increase or decrease following a merger? What are the expected welfare effects of a merger? What sort of arguments can be used for merger defense? How do economists model the firm's merging decision? How can the authorities simulate the price effects of a horizontal merger? Is post-merger entry likely to compensate the effects of a merger? The discussion proceeds from an analysis of the simplest exercise of market power to evermore complex merger environments. In their detailed coverage of policy evaluation of proposed acquisitions, the authors provide a merger simulation toolkit which can be applied to important recent judicial decisions in the field. This book will be of great value not only to academics in microeconomics and industrial organization, but also to lawyers and officials seeking expert practical guidance in the business or administrative responsibilities surrounding mergers and acquisitions.

In this volume, Sharon H. Garrison explores the impact of corporate events such as mergers, proxy fights, and lawsuits on the price of a company's stocks and, therefore, on the true owners of a corporation--the shareholders. Based upon her own research as well as that of others in the field, the author evaluates the probable effects of major internal and external corporate events and provides advice on the best investment and corporate strategies to be employed when such situations exist. She explains the basics of financial markets, describes complicated valuation concepts in clear and jargon-free language, shows how to measure the impact of information, and identifies valuable sources of financial information.

Following a general introduction which defines corporate events and how they affect shareholders, Garrison examines the concepts of markets, value, risk, and return. She demonstrates how to measure the impact of corporate events on a firM's stock price, and assesses the various sources of information about an event. She then discusses in detail the types of corporate events that can have a profound impact on stock prices: proxy fights; dividends, stock splits, and repurchase programs; key executive death; dissolution; mergers and divestitures; and bankruptcy. Each chapter provides actual case examples as well as the applicable research data. Must reading for institutional and private investors, this book will also be of significant interest to corporate executives who may be faced with management responsibilities during a planned corporate event such as a stock repurchase program or an unplanned disaster like the Union Carbide incident in Bhopal or the Tylenol poisonings.

This timely study examines the emotional and behavioral reactions to mergers and acquisitions. Astrachan's central focus is on separation anxiety-the cognitive and emotional state caused by cues of impending departures. He used a simulation of a merger situation to examine the effects of anxiety about employee departures on individuals and work groups in an existing company. Specific questions addressed include: Is separation anxiety stimulated by the anticipated termination of work group members? Does the number of people who are leaving a group affect anxiety? How do the experiences of those who are leaving differ from those who are staying?

Astrachan begins with two chapters that explore the relationship between mergers, acquisitions, and separation anxiety at the individual and group levels and look at the specific patterns of behaviors and emotions that result from separation anxiety. He then describes the design of the mergers and ecquisitions simulation that served as the study's primary method. The fourth and fifth chapters describe, quantitatively and in the participants' own words, the results of the simulation exercise and the study's findings. Exploring work group members' behaviors and emotions during the simulation, Astrachan addresses such issues as the similarities among groups within the company and the effects of mergers on various employee groups. Finally, the author addresses the implications of his research for a greater understanding of separation anxiety in everyday life. In an era of recurrent corporate mergers and acquisitions, their effects on the employees who are let go, on those who stay, and on the organization are important issues for human resources executives, organizational consultants, and stress management specialists. Astrachan's study marks an important beginning to the examination of these critical issues.

International acquisitions are failing at a rate of three out of four and international location decisions two times out of three. Where does corporate management locate a new facility or find one to acquire that will best satisfy the business objectives of survival and growth? A variety of decision making methodologies have emerged from the literature, but which are most workable? Schniederjans surveys these and other methods, analyzes and explains them carefully, and provides a new approach to help optimize the location selection decision. Included are cutting-edge applications and quantitative examples that can be easily grasped and quickly applied. With detailed appendices covering sources of international information available in print and electronically, the book will be essential for upper management and others who are engaged in planning the corporation's expansion and growth.

Schniederjans organizes his book into two parts. He defines his terminology and establishes a foundation to understand the use of acquisition and location methodologies in the first part, and covers the use of one or more methodologies in facility acquisition and location analysis internationally, supported by current research findings, in the second part. Included in his four appendices of source material is one that lists currently available computer software that supports the methodologies covered in the book. The book will also help save consulting fees and help redirect the study of its topic to make the facilities acquisition and location task yield more reliable results in coming years.

Empirical research shows that two thirds some claim even four fifths of all acquisitions fail. Bad acquisitions can spell disaster for a company, but if successful, they can lead to healthy growth, enhanced competitiveness and a world market position. Despite the vast amount of academic and practical research on M&A, there are still no adequate theories to explain this continued trend of failure. In fact, although success factors have been broadly researched and are well known, most work still concentrates on them without concomitantly touching upon the necessary governance structure which enables their effective deployment. This is crucial. In order to determine what constitutes an effective board and governance structure, extensive qualitative fieldwork was carried out through discussions with some of the most renowned international CEOs and Chairmen. From this, two in-depth analyses of prominent cases are made, one of extraordinary success and the other of integral failure. The business leaders' management approaches are scrutinised, revealing significant differences between what worked and what did not, and recommendations are derived for improved corporate governance. The author's conclusions sharply illustrate the limits and challenge the inadequacies of current business practice, revealing gaps between mainstream theory and the reality of the boardroom.Due to his innovative approach, the study is praised by practitioners for itsadditions to strategic management understanding and its provision of effective tools for boards and managers."

Corporate Restructuring is a practical approach to rescuing troubled companies and driving underperforming companies to top performance. It combines proven restructuring strategies with rigorous theoretical analysis. This book explains how to set and achieve asset, staffing, sales and profit goals. Topics include diagnostic tools to identify the root cause of problems, the human dynamics that cause a company to thrive or wither, customer service and relationship marketing, customer intelligence systems, new product development, process mapping, continuous process improvement and re-engineering as well as integrating IT into corporate strategy. It is also discussed how to find the resources needed to keep a company alive during restructuring and how to use bankruptcy offensively and defensively. Corporate Restructuring emphasizes execution. All the restructuring theories in the world weigh less than a simple plan, well executed.