Modern restructuring techniques for a global business landscape Mergers, Acquisitions, and Corporate Restructurings, Fifth Edition carefully analyzes the strategies and motives that inspire M&As, the laws and rules that govern the field, as well as the offensive and defensive techniques of hostile acquisitions. * Incorporates updated research, graphs, and case studies on the privateequity market, ethics, legal frameworks, and corporate governance * Expanded and updated chapters on corporate governance, joint ventures and strategic alliances and valuation * Expanded global treatment of the field of M&A * Shows business managers and financial executives how corporate restructuring can be used successfully in any company * Looks at the most effective offensive and defensive tactics in hostile bids * Reviews the impact on shareholder wealthon a variety of takeover actions * Packed with the most up-to-date research, graphs, and case studies, Mergers, Acquisitions, and Corporate Restructurings,Fifth Edition provides a fresh perspective on M&As in today's global business landscape INDICE: Preface. Part One Background. 1 Introduction. Recent M1904. SecondWave, 1916-1929. The 1940s. Third Wave, 19651969. Trendsetting Mergers of the1970s. Fourth Wave, 19841989. Fifth Wave. Sixth Merger Wave. Summary. 3 LegalFramework. Laws Governing Mergers, Acquisitions, And Tender Offers. Securities Laws. Other Specific Takeover Rules In The United States. International Securities Laws Relating To Takeovers. Business Judgment Rule. State Antitakeover Laws. Regulation of Insider Trading. Antitrust Laws. Recent Trends In Antitrust Enforcement In The United States. Measuring Concentration And Defining Market Share. European Competition Policy. Antitrust Remedies. Summary. 4 Merger Strategy. Growth. Synergy. Operating Synergy. Diversification. Other Economic Motives. Hubris Hypothesis of Takeovers. Other Motives. Tax Motives. Summary. Part Two Hostile Takeovers. 5 Antitakeover Measures. Management Entrenchment Hypothesis Versus Stockholder Interests Hypothesis. Preventative Antitakeover Measures. Changing The State of Incorporation. Active Antitakeover Defenses. Information Content of Takeover Resistance. Summary. 6 Takeover Tactics. Preliminary Takeover Steps. Tender Offers. Open Market Purchases And Street Sweeps. Advantages of Tender Offers Over Open Market Purchases. Arbitrage And The Downward Price Pressures Around Mcation Strategies. Agency Costs and Diversication Strategies. Interests of Directors and M&As. Managerial Compensation and Firm Size. Corporate Control Decisions and Their Shareholder Wealth Effects. Does Better Corporate Governance Increase Firm Value? Executive Compensation and Postacquisition Performance. Mergers of Equals and Corporate Governance. SUMMARY. 13 Joint Ventures And Strategic Alliances. Contractual Agreements. Comparing Strategic Alliances And Joint Ventures With Mergers And Acquisitions. Joint Ventures. Governance of Strategic Alliances. Summary. 14 Valuation. Valuation Methods: Science or Art? Managing Value as an Antitakeover Defense. Benchmarks of Value. How the Market Determines Discount Rates. Valuation of the Target's Equity. Takeovers and Control Premiums. Marketability of the Stock. Valuation of Stock-for-Stock Exchanges. Trends in Cash versus Stock Percentage of Takeover Financing. Shareholder Wealth Effects and Methods of Payment. Exchange Ratio. Fixed Number of Shares versus Fixed Value. International Takeovers and Stock-for-Stock Transactions. Desirable Financial Characteristics of Targets. Summary. Appendix. 15 Tax Issues. Financial Accounting For M&As. Taxable Versus Tax-Free Transactions. Tax Consequences of A Stock-For-Stock Exchange. Asset Basis Step-Up. Changes In The Tax Laws. Role of Taxes In The Merger Decision. Role of Taxes In The Choice Selloff Method. Organizational Form And M&A Premiums. Capital Structure And Propensity To Engage In Acquisitions. Leverage And Deal Structure. Taxes As A Source of Value In Management Buyouts. Miscellaneous Tax Issues. Summary. Glossary. About the Author. Index.
- ISBN: 978-0-470-56196-6
- Editorial: John Wiley & Sons
- Encuadernacion: Cartoné
- Páginas: 672
- Fecha Publicación: 03/11/2010
- Nº Volúmenes: 1
- Idioma: Inglés