"'Merging across Borders' offers insight into social, cultural, communicative and political dynamics in complex organizational change processes following mergers and acquisitions; dynamics which have often been neglected in previous research. The book is written by a Nordic research team, and it is based on their extensive field study of a series of cross-border mergers and acquisitions leading to the creation of Nordea, the largest Nordic financial services group today."

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.

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 arises out of the second Anglo-German Law Conference in Oxford, held under the auspices of the Oxford Law Faculty and with the support of two leading law firms. The law regarding takeovers has recently taken on a new dimension in Europe, and nowhere more so than in England and Germany. These two jurisdictions have had to consider a number of issues, including the ramifications of the Vodafone/Mannesmann takeover, the proposed Takeover Act in Germany, and the impact of the Financial Services and Markets Act 2000 in England. This collection examines the law regarding takeovers in England and Germany, taking into account these new developments as well as others. It also deals specifically with the issues arising from cross-border mergers between the two jurisdictions. This collection will be indispensable to practicing lawyers and in-house counsel whose practice touches on Anglo-German business affairs. It will also be of real interest to legal academics in this field.

Despite the economic downturn, the corporate marriage frenzy continues to proceed at fever pitch, as companies reach beyond their traditional boundaries to gain access to resources, expertise, and markets. But after the ink is dry, most experiments in corporate acquisition fail to live up to expectations. In The Morning After, Stephen and Shannon Rye Wall showcase dozens of cases to identify the seven common myths and misconceptions of mergers and offer a wealth of concrete tools for leading and sustaining successful collaborations.

Citibank merged with Travelers. Daimler-Benz (Germany) acquired Chrysler (U.S.). In Japan three large banks combined to form the biggest bank in the world. What's going on? Cross-border and domestic megamergers continue to make headlines, but megamergers themselves are not new. What is new is their size. along with the fact that they increasingly occur across national boundaries. What are the consequences? Gup and his panel of distinguished contributors take a careful look. They explain why these combinations are occurring--the liberalization of markets, changes in technology, and the globalization of business generally are some reasons--and the possible results. They find that megamergers are risky--more than half of the cross-border ones do not add shareholder value--and they raise complicated, so far unanswered questions, such as Who's going to bail these failures out when they're supposedly 'too big to fail' but do? Also explored are topics on international regulatory issues and mergers in the banking industry specifically. Drawn from academia, the Federal Reserve, the International Monetary Fund, and the Federal Deposit Insurance Corporation, the contributors to this fascinating, understandable volume bring things into focus and perspective in ways that will be important to academics and practitioners alike.

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.

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.

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.

‘This is the authoritative work on private equity, giving the business manager a genuine insight into how this relatively new form of ownership works.’ Frank Neale, Phildrew Ventures

‘A truly revealing insight into the world of private equity, MBOs and MBIs… A really enjoyable read.’ Barrie Pearson, Livingstone Guarantee

‘An excellent insight into the changing world of venture capital and private equity.’ Charles Richardson, Director of Corporate Affairs, 3i

How should entrepreneurs and company managers seeking capital go about the task, and what can they expect if they are successful? What do private equity investors look for in the companies they back? What are the lessons from the successes and (equally important) the failures of the past? And should politicians and financial regulators be concerned about the huge investment funds now being assembled to invest in private equity in Europe? The answers to all of these question can be found in this book.

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.

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.

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.

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."

Drawing upon case studies of firms in the steel industry, authors show that companies competing internationally can pool their strengths to offset their individual weaknesses, enabling them to build economically successful entities more easily than if each company tried to go it alone in competition with rivals. In doing so they show how the world steel industry emerged into a group of international joint ventures and how in each of these transnational marriages the whole became greater than the sum of its parts. Among the authors' main points are: cultural conflicts are minimized by economic success but magnified by failure; expertise and commitment can overcome national differences, and even failing international joint ventures can be rehabilitated. Important reading for professionals in all areas of international business and for their colleagues in the academic community.

Included in each case study is a history of the firms and the emerging joint venture. Authors described the condition of facilities, the rehabilitation and construction of new facilities, the financial relationships between firms and the sources of funding, and their corporate structures. Cultural differences between firms and their impact on the success of the relationship are examined closely, with particular emphasis on personnel selection, training supervision, labor relations, retention and promotion policies and policies on tenure and layoff. Authors look at labor productivity and the use of participative management and other team approaches, relating them to such measurable variables as product quality, corporate profitability, and indeed the ultimate survival of each newly created firm. From there the authors show how the experiences of the steel industry and the lessons learned from its transnational alliances can be applied to other industries and to their own joint ventures.

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.

By 1968, 200 corporations held over 60 percent of the nation's manufacturing assets and total annual profits. This book is a comprehensive study of the enormous concentration of economic power resulting from the Third Great Merger Movement, during which over 9,400 firms disappeared through merger, increasing from 954 in 1961 to 2,442 in the peak year of 1968. This great merger wave took place during a period of prosperity marked by a rapidly expanding economy, easy money, and a bouyant stock market. The conglomerate firm was the most prominent feature of the Third Great Merger Movement.

Competition in the generation, transmission, and distribution of electricity is of increasing interest to policy makers as well as to buyers and sellers of power. The use of competition as a social policy tool to benefit consumers carries the necessity of preserving competition when it is threatened by mergers or other structural changes. The work explains central principles of antitrust economics and applies them to mergers in the electric power industry. This work focuses on mergers, but the economic principles explained here will be useful in analyzing many important issues flowing from growth of competition in electric power. For example, proper definition of markets and analysis of market power will be useful in decisions on whether to continue regulation.

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.

U.S. companies are still reeling from the takeovers, leveraged buyouts, junk bond issues, re-capitalizations, and other financial restructuring transactions that reshaped corporations in the 1980s. In this book, distinguished economists and scholars in the business administration, management, and law discuss how those transactions affected corporate management and the financial markets. The authors examine why so much corporate restructuring occurred and, particularly, what corporate governance problems were behind it. They evaluate the causes and effects of restructuring, the economic, political, and legal environment that encouraged it, and the new laws and court rulings that resulted. The contributors explain that financial restructuring was driven by a dispute over who should control large public corporations, what their goals should be, to whom the organizations and their managers should be accountable, and how to make them more accountable. Although the wave of financial restructuring itself has subsided, this conflict remains unsolved and will continue to influence the business climate. The Deal Decade addresses such issues as: Why did long-dormant questions about corporate performance and governance surface in the 1980s? Why did they manifest themselves in takeovers and financial restructurings? Why would capital structure be likely to affect corporate performance? Were the increased use of debt and rapid pace of innovation in financial markets, and the explosion in takeover activity independent phenomena or related? And if related, which caused which? Finally, why did the impulse to restructure subside without having resolved the controversies that underlay it?

In a timely and important contribution to the management literature, Louis Nevaer and Steven Deck take a careful, critical look at the various forms of corporate restructurings prevalent today-alliances, mergers, and acquisitions-and at their long-term implications for the structure of corporate America. Taking issue with those who see the takeover frenzy as revitalizing American industry, the authors argue that instead the takeover business is weakening American industry and accelerating America's decline in the global economy. They analyze the opportunity costs being incurred by both individual firms and the entire nation through the wave of takeover activity in the 1980s, demonstrating that the large debts taken on by corporate America to either finance or fend off takeovers has hampered America's ability to compete effectively in world markets. The authors then identify the essential criteria for a truly successful alliance, merger, or acquisition and suggest models for such restructurings in the future.

Divided into five principal sections, the volume begins by examining the failure of current alliance, merger, and acquisition strategies. The authors discuss the economic effects of restructurings on stakeholders and employees and look at the post-acquisition financial performance of the new corporate entities. The next three sections present in-depth analyses of alliances, mergers, and acquisitions. For each type of restructuring, the authors identify and assess the management strategies commonly pursued and offer extended case-study examples of failed and successful strategies. In the final section, the authors point the way toward more effective strategic alliances. They explore selection strategies that can help ensure a successful alliance, discuss the critical area of market planning, and offer a model for the future based upon the real-world alliance between Vulcan Materials and Calizas Industriales del Carmen. Investment bankers, corporate executives, and mergers and acquisitions specialists will find this a balanced and constructive critique of the process of corporate restructuring that is today such an integral feature of the contemporary business scene.

This unique book tells the story in human as well as management and economic terms of what happened in the Baxter Travenol-American Hospital Supply merger--one of the major corporate mergers of the late 1980s. The author, who was a senior executive at Baxter Travenol when the merger occurred, explores the definition of a strategic merger and presents practical data on the requirements to make a strategic merger successful. Specifically, he analyzes whether the new Baxter is more successful and more valuable than its two predecessor companies would have been on their own, what actions were taken or failed to be taken to contribute to that end, and what megamergers entail for executives, industry, and public policymakers. Based on extraordinary access to Baxter's top management, Cody offers a candid and comprehensive report on what went wrong and what went right, and offers some significant lessons to other companies involved in their own merger activities.

After reviewing briefly the background of the two companies and the health-care industry, the author relates the events of the merger chronologically through the words and perceptions of the key participants. He describes in detail the actual execution of the merger, offering an unusual behind-the-scenes look at the organizational, personnel, compensation, communications, and control issues raised by the merger and its aftermath. He looks at the real impact of the merger on employees and provides an invaluable case study of executive decision-making under pressure. Among the issues explored in depth are the conflicts of culture and management style between the two companies, the reorganization process, the impact of the merger on the changing health-care environment, and the choice of corporate name and identity. Ideal as supplemental reading for courses in management and human resources, this book is also an important resource for consultants and executives who seek an in-depth, balanced account of the corporate merger process in action.

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.

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.