Applied Mergers and Acquisitions: University Edition

"A well written and comprehensive journey into M&A...an essential reference for any M&A practitioner...this isn’t just a book about great thoughts and process, but rather how to turn insight into deals, and deals into lasting value."
–From the Foreword by Joseph R. Perella
Chairman, Institutional Securities and Investment Banking Group, Morgan Stanley
"Bob Bruner’s Applied Mergers and Acquisitions is a masterful and comprehensive treatment of the topic of M&A. The book is remarkably complete, discussing economic valuation, legal considerations, deal structure, ethics, accounting, post–merger integration–and more. It blends material from practice and from academia in an easy–to–read style, making it a must–read, and want–to–read, for anyone interested in this subject."
–Peter Tufano
Sylvan C. Coleman Professor of Financial Management, Harvard Business School
"How many books really succeed in teaching M&A practitioners to distinguish among deals that should be avoided, deals that are promising but can’t be executed by the teams involved, and deals where significant value can be achieved? We should start the count with Bruner’s Applied Mergers and Acquisitions. Bruner is the ultimate teacher for practitioners who want to improve performance."
–Edward A. Snyder
Dean and George Pratt Shultz Professor of Economics, University of Chicago Graduate School of Business
"Bob Bruner has achieved the impossible: covering in one book all relevant economic, financial, accounting, legal, and tax aspects of mergers and acquisitions and illustrating each concept with case studies. Impressive!"
–Theo Vermaelen
Professor of Finance, INSEAD
"Bob Bruner’s book combines the best of academic thinking and business practice on one of the most fascinating and challenging topics in all of business . The area of mergers and acquisitions stretches executives and scholars to consider the whole realm of management practice–from strategy, to finance, to law, to negotiations, to integration planning, to human behavior."
–Robert S. Harris
Dean, Darden Graduate School of Business Administration, University of Virginia

Spis treści:
Foreword.
PART ONE: INTRODUCTION AND KEY THEMES.
CHAPTER 1: Introduction and Executive Summary
“How Can My Team Do Better Than the Averages?” A Framework for M&A Success. Seven New Big Ideas Worthy of the Best Practitioners.
CHAPTER 2: Ethics in M&A
Why Should One Care? In Whose Interests? What Is Good?—Consequences, Duties, Virtues. Promoting Ethical Behavior. Greenmail Case: Walt Disney, 1984.
CHAPTER 3: Does M&A Pay?
The Measurement of M&A Profitability: Better Than What? Findings Based on the Analysis of Returns to Shareholders. Findings Based on the Analysis of Reported Financial Performance. Findings about the Drivers of Profitability. Findings from Surveys of Executives. Findings from Clinical Studies.
PART TWO: STRATEGY AND THE ORIGINATION OF TRANSACTION PROPOSALS.
CHAPTER 4: M&A Activity
M&A Activity Appears in Waves. Explanations of M&A Activity. “Creative Destruction” as the Driver of M&A Activity. The Many Forms of Economic Turbulence, and Where to Look for It. Turbulence Drives M&A Activities and Opportunities.
CHAPTER 5: Cross–Border M&A
Cross–Border M&A Activity. M&A within Regions and Trading Blocs. Drivers of and Returns from Cross–Border M&A. Strategic Analysis of Countries: Getting a “View.”
CHAPTER 6: Strategy and the Uses of M&A to Grow or Restructure the Firm
Setting Strategy. Expansion by Inorganic Growth. Restructuring, Redeployment, an d Sale. Choosing a Path. Does It Pay to Diversify or Focus the Firm?
CHAPTER 7: Acquisition Search and Deal Origination: Some Guiding Principles
Eight Principles of Acquisition Search. Case Study: Kestrel Ventures LLC.
PART THREE: DILLGENCE, VALUATION, AND ACCOUNTING.
CHAPTER 8: Due Diligence
The Concept of Due Diligence. Principles and Strategies. Timing, Team, and Outputs. The Target’s View: The Data Room and Its Pressures. Focus on Knowledge. Excellence in Due Diligence.
CHAPTER 9: Valuing Firms
Rule #1: Think Like an Investor. Rule #2: Intrinsic Value Is Unobservable; We Can Only Estimate It. Rule #3: An Opportunity to Create Value Exists Where Price and Intrinsic Value Differ. Rule #4: So Many Estimators, So Little Time—It Helps to “Have a View.” Rule #5: Exercise Estimators of Intrinsic Value to Find Key Value Drivers and Bets. Rule #6: Think Critically; Triangulate Carefully. Rule #7: Focus on Process, Not Product. Rule #8: When in Doubt, see Rule #1. Valuation Case: Chrysler Corporation, March 1998.
CHAPTER 10: Valuing Options
Option Basics. Option Theory. Option Applications. A Practical Guide to Financial Option Valuation, with Some Important Caveats.
CHAPTER 11: Valuing Synergies
The Concept of Synergy. Synergy Estimates Must Be a Central Focus of M&A Analysis. A Framework for Synergy Analysis. Estimating Synergy Value, with Examples. Synergies in the Daimler/Chrysler Merger. Rules of Thumb.
CHAPTER 12: Valuing the Firm across Borders
How Borders Affect M&A Valuation. Strategy for DCF Approach: Home versus Foreign Valuation. Adjusting Cash Flows. Estimating the Discount Rate. Recapitulation: Valuation Process with Adjusted CAPM. Valuation Cases across Borders.
CHAPTER 13: Valuing the Highly Levered Firm, Assessing the Highly Levered Transaction
The World of Highly Levered Firms. The Effect of Leverage on Firm Value. The “Whole Deal” Approach. A Case in Leveraged Recapitalization: Koppers Company. LBO Case: MediMedia International, Ltd. LBO Case #2: Revco Drug Stores.
CHAPTER 14: Real Options and Their Impact on M&A
Types of Real Options. Where Real Options Appear in M&A. Why Not Value Everything as an Option? How to Assess the Impact of Real Options. Four Mini–Cases in the Analysis of Real Options.
CHAPTER 15: Valuing Liquidity and Control
Adjusting Values for Discounts and Premiums. Where Do Illiquidity Discounts Come From? Where Do Control Premiums Come From? Interaction of Liquidity and Control. Case Study: Volvo/Renault, 1993.
CHAPTER 16: Financial Accounting for Mergers and Acquisitions
Overview of Purchase Accounting. How to Interpret Reported Financial Results from a Business Combination. Linkage among Accounting Choices, Form of Payment, Financing, and Price. Dangers of Earnings Management.
CHAPTER 17: Momentum Acquisition Strategies: An Illustration of Why Value Creation Is the Best Financial Criterion
Four Cautionary Tales. Momentum Acquisition Strategies. The Arguments for and against Momentum Acquiring. Value Creation Is the Best Criterion for Evaluating Acquisition Strategies. Momentum versus Value Strategies.
PART FOUR: DESIGN OF DETAILD TRANSACTION TERMS.
CHAPTER 18: An Introduction to Deal Design in M & A.
Deal Structures Are Solutions to Economic Problems. Possible Desirables in Designing a Deal. Design Leads to Results. Each Deal Is a System: The “Whole Deal” Perspective. Some Implications for the Deal Designer.
CHAPTER 19: Choosing the Form of Acquisitive Reorganization
Five Key Concerns for the Deal Designer. Deals That Are Immediately Taxable to the Selling Shareholders. Deals That Defer Tax to the Selling Shareholders.
CHAPTER 20: Choosing the Form of Payment and Financing
Patterns and Trends in Form of Payment. Does Form of Payment Matter? Considerations in Selecting the Form of Paym