Mergers, acquisitions, and other restructuring activities
Donald DePamphilis, College of Business Administration, Loyola Marymount University, Los Angeles, CA, USA
Part I. The mergers and acquisitions environment. Introduction to mergers, acquisitions, and other restructuring activities. Inside mergers and acquisitions : PC maker Lenovo moves to diversify its core business -- Chapter overview -- Why M & As happen -- Historical developments in M & As -- Understanding corporate restructuring activities -- Alternative takeover strategies -- The role of holding companies in M & As -- The role of employee stock ownership plans (ESOPs) in M & As -- Business alliances alternatives to M & As -- Participants in the M & A process -- The implications of M & As for shareholders, bondholders, and society -- Some things to remember -- Chapter discussion questions -- Case study : Microsoft acquires Nokia -- Additional case study recommendations ; The regulatory environment. Inside mergers and acquisitions : gaining regulatory approval often requires concessions by merger partners; Chapter overview -- Understanding federal securities laws -- Understanding antitrust legislation -- The implications for M & A of the Dodd-Frank Wall Street reform and Consumer Protection Act -- State regulations affecting M & As -- Restrictions on direct foreign investment in the United States -- The U.S. Foreign Corrupt Practices Act -- Fair disclosure (regulation FD) -- Specific industry regulations -- Environmental laws -- Labor and benefit laws -- Cross-border transactions -- Some things to remember -- Chapter discussion questions -- Case study : regulators approve merger -- Additional case study recommendations ; The corporate takeover market. Inside mergers and acquisitions : Clothiers Men's Warehouse and Jos. A. Bank reach agreement after lengthy battle -- Chapter overview -- Corporate governance -- Understanding alternative takeover tactics -- Other tactical considerations -- Developing a bidding strategy -- Activist investors : gaining influence without control -- Understanding alternative takeover defenses -- The impact of takeover defenses on shareholder value -- Some things to remember -- Chapter discussion questions -- Case study : Dell goes private -- Additional case study recommendations -- pt. II. The mergers and acquisitions process : phases 1 -- 10. Planning : developing business and acquisition plans. Inside mergers and acquisitions : consolidation in the supermarket industry -- Chapter overview -- The role of planning in M & As -- The merger and acquisition process -- Phase 1 : building the business plan -- The business plan as a communication document -- Phase 2 : building the merger -- acquisition implementation plan -- Some things to remember -- Chapter discussion questions -- Case study : Facebook buys Whatsapp -- Additional case study recommendations ; Implementation : search through closing. Inside M & A : when patience pays -- Signet Jewelers to buy Zales -- Chapter overview -- Phase 3 : the search process -- Phase 4 : the screening process -- Phase 5 : first contact -- Phase 6 : negotiation -- Phase 7 : developing the integration plan -- Phase 8 : closing -- Phase 9 : implementing postclosing integration -- Phase 10 : conducting a postclosing evaluation -- Some things to remember -- Chapter discussion questions -- Case study : Google's foray into device makers -- Additional case study recommendations ; Postclosing integration. Inside mergers and acquisitions : the chllenges of airline integration -- Chapter overview -- The role of integration in successful M & As -- Integration is a process, not an event -- Integrating business alliances -- Integrating family owned firms -- Some things to remember -- Chapter discussion questions -- Case study : has Procter & Gamble fully recovered -- Additional case study recommendations.