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Books > Business & Economics > Business & management > Ownership & organization of enterprises > Takeovers, mergers & buy-outs
Each collection of articles that makes up a volume of Advances in
Mergers and Acquisitions paints a picture of contemporary research
on this topic. In this volume, we have seven contributions from
scholars in North America, Europe, and Asia, and these papers
collectively address acquisition strategy and acquisition
integration, successful deals and unsuccessful ones, ownership
structure and managerial structure, risk and return, knowledge
preservation and knowledge transfer, building trust and cultivating
emotions, and alliances and networks. This breadth of attention
across the spectrum of research possibilities on mergers and
acquisitions is remarkable in that it suggests both that this topic
has morphed in recent years to encompass a broad array of issues
that go far beyond what earlier generations of scholars concerned
themselves with, and that there is still so much more to be learned
about the processes and performance of mergers and acquisitions.
For buyers of a business or anyone involved in any phase of the due diligence process, Gordon Bing provides a unique, comprehensive, one-volume source of information and guidance. His book will help investors research, evaluate, and understand an existing or proposed business not only from a financial standpoint, but also from equally important nonfinancial standpoints. It provides a full explanation of the due diligence process, including systematic methods to determine the information you need, why you need it, and how to get it. Keyed to each topic, chapter by chapter, is a full list of specific questions that should be asked during due diligence proceedings to be studied beforehand and carried with you as a valuable on-the-spot reference. A unique, practical resource for professionals and a hands-on text for students in business schools and upper division undergraduate courses in mergers and acquisitions. Chapters 1 and 2 discuss how to plan, organize, and conduct due diligence. In Chapter 3, Bing shows how to construct a list of the information and documents you will need. Chapter 4, by M&A attorneys James W. Ryan and Robert C. Beasley, deals with the legal aspects, responsibilities, and perils of performing or failing to perform due diligence. From there the book focuses on specific areas of due diligence inquiry--including management, marketing, human resource and other important functions--and helps you develop your own tailor-made investigation best suited to the company you are studying. The book concludes with a unique checklist of all the questions explained earlier--a manual you can study beforehand and then carry with you into meetings on site.
This book tells how two successful financial services companies, Century Companies of America and CUNA Mutual Insurance, met the challenges of a changing marketplace by tranforming themselves through joining forces. Cowritten by Century Companies' CEO, the book describes how the boards and executives of the two companies reached the conclusion that affiliation with another company was the best strategy, how they selected each other as partners, how they accomplished the integration of the two organizations, the challenges they faced in doing so, and the lessons learned in the process. Human issues, not technical ones, were the most important in determining the success of organizational transformation, as were the early identification of cultural differences and the development of strategies to integrate those differences. The tumultuous changes that took place in the financial services industry in the early 1980s caused both companies to realize that they needed to undertake substantially different strategies than they had previously utilized. Cowritten by Century Companies' CEO, the book describes how the boards and executives of the two companies reached the conclusion that affiliation with another company was the best strategy, how they selected each other as partners, how they accomplished the integration of the two organizations, the challenges they faced in doing so, and the lessons learned in the process.
Mergers and acquisitions remain one of the most common forms of growth, yet they present considerable challenges for the companies and management involved. The effects on stakeholders, including shareholders, managers and employees, must be considered as well as the wider implications for the economy, the level of competition and employment. By drawing on classic research perspectives and placing them alongside more recent alternatives, this book provides readers with a focused yet far-reaching introduction to the study of M&As. Each paper is set in context by editorial commentaries and reflects the important organizational and behavioural aspects which have often been ignored in the past. By providing this in-depth understanding of the mergers and acquisitions process, the reader understands, not only how and why mergers and acquisitions occur, but also the broader implications for organizations. The book is structured clearly into sections concerned with the issues that arise before, during and after the mergers and acquisitions process including motives and planning, partner selection, integration, employee experiences and communication. A unique collection of selected readings and contextualising commentary, this volume will greatly appeal to MBA and graduate students as well as experienced practitioners.
Effects of Mergers charts the history of six industries with a view to examining the effects of mergers. It deals both with the short- and long-term effects of changes in the structure of industry and looks at issues such as whether mergers are in the public interest. The industries covered are: cement, textile printing, soap, glass, motor and brewing, and some comparative material with industries in the USA is included.
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.
Acquisitions are one of the most powerful tools in the business armoury, but they can also be positively dangerous. Conducting thorough due diligence is one of the most effective ways to reduce the risk involved in acquisition and investment, and to improve the chances of success. Due diligence is a term traditionally used for the review process applied to an acquisition. In recent times, the practice has evolved substantially and the level of detail and analysis now possible allows companies to take better development decisions.Well conducted due diligence can help a transaction to proceed smoothly, and can even enable companies to find ways of adding value to acquisitions and other partnerships. Any transaction is highly risky ? at least 50% of acquisitions fail and numerous other partnerships end in disappointment and acrimony. Due diligence is the essential step to taking the risk out of deals and business partnerships. This book is a concise, comprehensive guide to the process, containing practical advice, accessible analysis, and case studies.
Will the early years of the new century continue to witness the
huge growth in merger and acquisition activity which marked the end
of the last? The chances are that they will - witness the value of
deals carried out by the top five investment banks in the first
quarter of 2001 alone ($456.2 billion). The quest for the golden
fleece is alive and well. Will the majority of M&As continue to
fail to achieve their potential value? This book is about breaking
out of the cycle of grand strategy, great prospects, poor
implementation, lost opportunities. The authors believe that it is
possible for M&As to realise their value - and more.
The societal benefits of takeovers - in the form of enhanced competition and productivity - have been well documented. Moreover, many scholars believe that the very possibility of a hostile takeover urges incumbent management to be more productive, thus ultimately enhancing shareholder welfare. Starting from such premises as these, Dr Forstinger offers an in-depth comparative analysis of takeover law as it exists in the United States and as it is currently developing in Europe. The latter emphasizes the failed takeover directive of 2001, as its content is already determining new proposals currently in preparation. Among the salient topics that arise in the course of the discussion are the following: the conflicting interests of the various stakeholders-shareholders, managers, employees, creditors, governments, "raiders", and others; the state competition question from the US perspective and the prospects of a market for incorporations in the EU; the tension between harmonization and regulatory competition in context with takeover laws; and the focus on current takeover regulation in the UK, Germany and Austria. The study concludes with recommendations for reflexive harmonization of takeover law in the European Union responding to the complex needs of the diverse corporate law systems of the member states. All company lawyers and corresponding regulators - especially but not exclusively in Europe - should appreciate the clear scholarship and thought that are apparent in this book.
This book reveals the complexity of mergers and acquisitions, and explains how to master it. From doing the deal to making it work, this comprehensive book discusses every aspect of successfully growing your business through mergers and acquisitions. Based on models of complexity, it book shows that complexity in business, as in nature, eventually falls into patterns. By recognizing and taking advantage of these patterns, business leaders can turn weaknesses into strengths, chaos into order, and separate, living organizations into a powerful alliance. This book provides a conceptual framework plus proven templates and real-life examples to guide readers through the twists and turns of forming and sustaining a business partnership. The authors' own experiences with companies such as Shell, Monsanto, and Lucent are the foundation for this thorough handbook. J. Garrett Ralls, Jr. is an international consultant specializing in managing complexity for effective partnering. He is a principal in an investment advisory firm guiding domestic and foreign joint ventures. His clients include many multinationals and governments. Kimberly A. Webb is a consulting associate for Ralls Associates. Her experience includes assignments with the US government, and other assignments in the US, Canada, and Europe. She recently participated in the war game for the President's Commission on Critical Infrastructure Protection and lectured at the US National Defense Center in Hawaii and the Monsanto Europe Technical Center.
Gives seasoned executives the tools they need to develop, plan, and execute a successful merger. More than half of all mergers and acquisitions fail to meet established objectives of value creation. This book is a practical guide to further ensure the successful outcome of business M&A activities. Gendron highlights the critical issues that have historically been the foundation of poorly executed business integration processes. How these key elements are handled can make or break the integration of an acquired company. They include understanding the purpose of the transaction, capturing the learning of preliminary due diligence review efforts, and managing the personal factors that affect all employees in the merger process, including those who work for the acquiring and acquired companies. Once these basic issues have been considered, the integration team should focus on culture, critical processes, and communications. This book provides executives involved with the integration process with the tools they need, including checklists and assessment tools to develop, plan, and execute a successful merger. Whether new to the M&A process or a seasoned pro, the executive charged with key M&A responsibilities will benefit from this book's straightforward examples and non-technical presentation of information.
This title offers a comprehensive collection of very serious work on mergers and acquisitions. The selection of articles in this collection reflects the skill and experience of Harold Mulherin.
Mergers, acquisitions, and alliances continue to be almost an everyday feature of the contemporary business scene, yet at least half prove to be unsuccessful. The authors show the contribution that psychology can make to our understanding of the merger phenomena - how it affects organizational performance, and how it affects the managers and employees involved. Mergers, Acquisitions and Strategic Alliances is intended as a guide to successful organizational marriage. Great emphasis is placed on the issue of cultural compatibility as it concerns partner selection, integration practices and venture outcomes. The book also focuses on cross-national mergers, acquisitions and joint ventures. With the increasing economic activity within the European Union and between the unions of other countries, there is a need to know more about the corporate and national cultures in these strategic alliances. The authors have drawn upon an extensive body of research based on recent cases in a wide cross section of industries across Europe.The book is unique in showing the actual effect mergers and acquisitions have on people, and consequently on the performance of the 'new' organization. It will be particularly relevant for decision makers - those who are involved in planning and implementing a large organizational change, and those responsible for ensuring successful integration afterwards. It would also be extremely useful for postgraduate management students, personnel executives and management consultants.
Talking mergers and acquisitions for small- to mid-sized companies can sound exciting as the architects behind the deals are wide-eyed with effective growth strategies. But these complex transactions carry significant risk, no matter how simple or appealing they may look on the outside, and it is absolutely vital for all involved in the deal to make sure they are guarding themselves against costly mistakes that have been the downfall for many leaders and organizations before them. Complete with expert advice, case studies, checklists, and sample documents, Mergers and Acquisitions from A to Z walks you through every step of the process--from valuation to securities laws to closing and successful integration. Updated with the latest trends and regulatory developments, the fourth edition explains further how to conduct due diligence, calculate the purchase price, understand the roles and risks for boards, and more. When done correctly and cautiously, while fully educated on all avenues of the process, your company's next merger or acquisition should be an exciting, profitable time as you take steps to eliminate rivals, extend territory, and diversify offerings. But you must first be prepared! Don't make another deal without this trusted resource and its strategic and legal guidance by your side.
The recent financial crisis has thrown many of the mergers and acquisitions of recent years into sharp focus. Too many have failed to generate real value for shareholders and many others have only proved lukewarm successes. Although it is impossible to assess accurately the extent to which these failures may be the result of poor planning and execution, they have raised considerable questions about the process, breadth and effectiveness of traditional due diligence activities. Value in Due Diligence explores new applications for due diligence including areas such as corporate culture, social responsibility, and innovation. It also examines the due diligence process itself to draw out those elements that provide effective risk and opportunity management as opposed to simple compliance.
Companies of all sizes have been initiating international transactions--mergers and acquisitions, joint ventures, strategic alliances, and private placements--in record numbers. Targeted due diligence is crucial to effectively research, value, and complete these complex deals. With an evolving climate of uncertainty and new, unpredictable threats to business, it is more essential than ever before. "Due Diligence for Global Deal Making" is an invaluable guidebook for companies trying to capitalize on the opportunities in both developed and emerging cross-border markets. All too often global transactions fail to meet the parties' expectations, and the leading culprit is inadequate due diligence. Especially when the target partner lacks a financial performance track record and significant assets, expanding businesses must answer difficult questions, such as: Why (if at all) do this deal? What are the rules going in, and what happens if things go wrong? Where are the tax, legal, financial, and operational traps, and what are the opportunities? This book provides what's needed to avoid devastating mistakes and to master the steps that ensure success: Expert analysis, insights, and strategies from experienced practitioners and leading authorities in cross-border mattersIn-depth coverage of critical topics decision makers need to understand in order to succeed in cross-border transactions--from corporate planning to operational, financial, legal, tax, accounting, and people/organizational considerationsBest practices of corporate investors and professional advisers in conducting critical due diligence Noted experts discuss critical topics corporate executives--and all those involved with their company's legal, operational, accounting, and tax matters--need to know to successfully complete complex global transactions today.
This book provides the reader with an explanation of the market forces driving increased competition in the legal profession that has raised the overall interest in mergers and often precipitated law firm mergers. At the same time caution is given against merger being seen as a strategy, instead of a means by which a strategy can be implemented. A review of the development of a strategy and the reasons to merge and not to merge are also discussed in this context.
A book that stormed both the bestseller list and the public imagination, a book that created a genre of its own, and a book that gets at the heart of Wall Street and the '80s culture it helped define, Barbarians at the Gate has emerged twenty years after the tumultuous deal it so brilliantly recounts as a modern classic--a masterpiece of investigatory journalism and a rollicking book of corporate derring-do and financial swordsmanship. 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 tale remains the ultimate story of greed and glory--a story and a cast of characters that determined the course of global business and redefined how deals would be done and fortunes made in the decades to come. 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 (home of such familiar products a Oreos and Camels) that became the victim of the ruthless and rapacious style of finance in the 1980s. As reporters for The Wall Street Journal, Burrough and Helyar had extensive access to all the characters in this drama. They take the reader behind the scenes at strategy meetings and society dinners, into boardrooms and bedrooms, providing an unprecedentedly detailed look at how financial operations at the highest levels are conducted but also a richly textured social history of wealth at the twilight of the Reagan era. At the center of the huge power struggle is RJR Nabisco's president, the high-living Ross Johnson. It's his secret plan to buy out the company that sets the frenzy in motion, attracting the country's leading takeover players: Henry Kravis, the legendary leveraged-buyout king whose entry into the fray sets off an acquisitive commotion; Peter Cohen, CEO of Shearson Lehman Hutton and Johnson's partner, who needs a victory to propel his company to an unchallenged leadership in the lucrative mergers and acquisitions field; the fiercely independent Ted Forstmann, motivated as much by honor as by his rage at the corruption he sees taking over the business he cherishes; Jim Maher and his ragtag team, struggling to regain credibility for the decimated ranks at First Boston; and an army of desperate bankers, lawyers, and accountants, all drawn inexorably to the greatest prize of their careers--and one of the greatest prizes in the history of American business. Written with the bravado of a novel and researched with the diligence of a sweeping cultural history, Barbarians at the Gate is present at the front line of every battle of the campaign. Here is the unforgettable story of that takeover in all its brutality. In a new afterword specially commissioned for the story's 20th anniversary, Burrough and Helyar return to visit the heroes and villains of this epic story, tracing the fallout of the deal, charting the subsequent success and failure of those involved, and addressing the incredible impact this story--and the book itself--made on the world.
Mergers And Efficiency: Changes Across Time focuses on one aspect of the corporate finance revolution that restructured Corporate America and led to the longest expansion in U.S. history - changes in rates of merger efficiency. Demystifying this most controversial and dynamic period of U.S. economic history is key to understanding the business, financial and economic innovations that defined the last two decades of the 20th century. In addition, it is important to create a careful empirical understanding of the conditions under which merger activity increased or decreased firm efficiency, industrial productivity, and overall improvements in aggregate output and economic performance.
The book explores "what are the societal interests that may be affected by a takeover, are these protected under the current regulatory frameworks of the U.K., Germany, and China, (and if so) how are they protected and what recommendations can be made for future reforms in the three jurisdictions?" The book adopts three main methods: law and economics analysis, doctrinal legal research, and comparative analysis. The content of this book is intended not only for the academia; it may also benefit the policy makers by providing an evaluation on the strengths and weaknesses of different protection mechanisms and recommendations for future reforms. Besides, companies which are (potentially) interested in conducting takeovers in the three countries may also find this book useful with its overall analysis of the regulatory frameworks and representative takeover cases in the jurisdictions.
As a business owner, you are guaranteed at some point to have to ask yourself, are you content with your level of success or do you want to continue growing? Because whether you are in technology, sales, the restaurant business, or any other type of industry, there is a cap to your single business. But what if you purchased another company and expanded that way? That may seem daunting to you, especially considering where you came from, but when done right, expanding your acquisitions can deliver outstanding rewards.Written by an M&A expert with more than $1 billion in transactions under his belt, Successful Acquisitions fills business leaders in on all they need to know about finding and buying the right companies that most closely already match their business model and are most likely to successfully expand their business toward the growth it is ready for. The book's practical and comprehensive approach integrates all the moving pieces into a logical step-by-step process that covers: * The art and science of researching companies * Building and balancing an acquisition team * Valuation tips that look beyond the obvious * The importance of "the seller's equation" * Developing a negotiation platform * Guidelines for structuring an airtight deal * Bringing the deal to a timely close * A 100-day plan for making integration a success* And more!You don't have to be in the mergers and acquisitions business to be able to successfully expand your company by way of a multimillion-dollar purchase. Successful Acquisitions has done all the homework for you. From building the foundation to growing the relationships to cementing the deal, you'll be well on your way to unimaginable growth in no time!
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
Mergers & acquisitions are an essential instrument of strategic corporate management for companies of all sizes. The success of an M&A project highly depends on an optimal transaction preparation, fast execution and the experience of all parties involved. Due to numerous endogenous and exogenous influences, no two M&A transactions are alike at the detailed level. This book is designed as a practical M&A guide for students and professionals alike. In addition to dealing with important basics of mergers & acquisitions, the focus is on a structured and in-depth examination of the individual process steps of a typical company sale. At various points in this book, specific differences between a company sale of medium-sized companies (mid-caps) and large companies (large-caps) are discussed in detail. |
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