Mergers, acquisitions, and corporate restructurings /

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"Corporate restructurings are an indispensable tool in building a new generation of re-engineered companies with the power and resources to compete on a global playing field. Written from a practical and historical perspective, Mergers, Acquisitions, and Corporate Restructurings, Fourth Edition...

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Detalles Bibliográficos
Clasificación:Libro Electrónico
Autor principal: Gaughan, Patrick A.
Formato: Electrónico eBook
Idioma:Inglés
Publicado: Hoboken : Wiley, 2015.
Edición:Sixth edition.
Colección:Wiley corporate F & A series.
Temas:
Consolidation and merger of corporations.
Corporate reorganizations.
Entreprises > Fusion.
Entreprises > Réorganisation.
BUSINESS & ECONOMICS > Accounting > Managerial.
Electronic books.
Acceso en línea:Texto completo (Requiere registro previo con correo institucional)
Tabla de Contenidos:
  • Cover
  • Title Page
  • Copyright
  • Contents
  • Preface
  • Part I Background
  • Chapter 1 Introduction
  • Recent M & A Trends
  • Terminology
  • Valuing a Transaction
  • Types of Mergers
  • Merger Consideration
  • Merger Professionals
  • Merger Arbitrage
  • Leveraged Buyouts and the Private Equity Market
  • Corporate Restructuring
  • Merger Negotiations
  • Merger Agreement
  • Merger Approval Procedures
  • Deal Closing
  • Short-Form Merger
  • Freeze-Outs and the Treatment of Minority Shareholders
  • Reverse Mergers
  • Holding Companies
  • Chapter 2 History of Mergers
  • Merger Waves
  • What Causes Merger Waves?
  • First Wave, 1897-1904
  • Second Wave, 1916-1929
  • The 1940s
  • Third Wave, 1965-1969
  • Trendsetting Mergers of the 1970s
  • Fourth Wave, 1984-1989
  • Fifth Wave
  • Sixth Merger Wave
  • Chapter 3 Legal Framework
  • Laws Governing Mergers, Acquisitions, and Tender Offers
  • Other Specific Takeover Rules in the United States
  • International Securities Laws Relating to Takeovers
  • U.S. State Corporation Laws and Legal Principles
  • State Antitakeover Laws
  • Regulation of Insider Trading
  • Antitrust Laws
  • Measuring Concentration and Defining Market Share
  • European Competition Policy
  • Chapter 4 Merger Strategy
  • Growth
  • Synergy
  • Operating Synergy
  • Diversification
  • Types of Focus Increases
  • Focus Increasing Asset Sales Increase Firm Values
  • Explanation for the Diversification Discount
  • Do Diversified or Focused Firms Do Better Acquisitions?
  • Other Economic Motives
  • Hubris Hypothesis of Takeovers
  • Do Managerial Agendas Drive M & A?
  • Other Motives
  • Part II Hostile Takeovers
  • Chapter 5 Antitakeover Measures
  • Management Entrenchment Hypothesis versus Stockholder Interests Hypothesis.
  • Rights of Targets Boards to Resist: United States Compared to the Rest of the World
  • Preventative Antitakeover Measures
  • Changing the State of Incorporation
  • Active Antitakeover Defenses
  • Information Content of Takeover Resistance
  • Chapter 6 Takeover Tactics
  • Preliminary Takeover Steps
  • Tender Offers
  • Advantages of Tender Offers over Open Market Purchases
  • Proxy Fights
  • Chapter 7 Hedge Funds as Activist Investors
  • Macroeconomic Foundations of the Growth of Activist Funds
  • Hedge Funds as Acquirers
  • Part III Going-Private Transactions and Leveraged Buyouts
  • Chapter 8 Going-Private Transactions and Leveraged Buyouts
  • Terminology
  • Historical Trends in LBOs
  • Management Buyouts
  • Conflicts of Interest in Management Buyouts
  • U.S. Courts' Position on Leveraged Buyout Conflicts
  • Financing for Leveraged Buyouts
  • Returns to Stockholders from LBOs
  • Returns to Stockholders from Divisional Buyouts
  • Empirical Research on Wealth Transfer Effects
  • Protection for Creditors
  • Intra-industry Effects of Buyouts
  • Chapter 9 The Private Equity Market
  • History of the Private Equity and LBO Business
  • Private Equity Market
  • Secondary Market for Private Equity Investments
  • Chapter 10 The Junk Bond and the Leveraged Loan Market and Stapled Financing
  • History of the Junk Bond Market
  • Leveraged Loan Market
  • Stapled Financing
  • Part IV Corporate Restructuring
  • Chapter 11 Corporate Restructuring
  • Divestitures
  • Divestiture and Spin-Off Process
  • Market Liquidity and the Decision to Divest a Unit
  • Round-Trip Wealth Effects
  • Wealth Effects of Sell-Offs
  • Managerial Ownership and Sell-Off Gains
  • Activists and Sell-Offs
  • Shareholder Wealth Effects of Spin-Offs: U.S. versus Europe
  • Equity Carve-Outs
  • Voluntary Liquidations or Bust-Ups
  • Tracking Stocks.
  • Master Limited Partnerships and Sell-Offs
  • Chapter 12 Restructuring in Bankruptcy
  • Types of Business Failure
  • Causes of Business Failure
  • Bankruptcy Trends
  • U.S. Bankruptcy Laws
  • Reorganization versus Liquidation
  • Reorganization Process
  • Benefits of the Chapter 11 Process for the Debtor
  • Prepackaged Bankruptcy
  • Workouts
  • Corporate Control and Default
  • Liquidation
  • Investing in the Securities of Distressed Companies
  • Chapter 13 Corporate Governance
  • Structure of Corporations and Their Governance
  • Golden Parachutes
  • CEO Severance Payments
  • Reform of Excesses of Golden Parachutes and Severance Payments
  • Managerial Compensation, Mergers, and Takeovers
  • CEO Compensation and Power
  • Compensation Characteristics of Boards That Are More Likely to Keep Agency Costs in Check
  • Role of the Board of Directors
  • Regulatory Standards for Directors
  • Antitakeover Measures and Board Characteristics
  • Disciplinary Takeovers, Company Performance, CEOs, and Boards
  • Merger Strategy and Corporate Governance
  • CEO Compensation and M & A Programs
  • Do Boards Reward CEOs for Initiating Acquisitions and Mergers?
  • CEO Compensation and Diversification Strategies
  • Agency Costs and Diversification 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?
  • Corporate Governance and Competition
  • Executive Compensation and Postacquisition Performance
  • Mergers of Equals and Corporate Governance
  • Chapter 14 Joint Ventures and Strategic Alliances
  • Contractual Agreements
  • Comparing Strategic Alliances and Joint Ventures with Mergers and Acquisitions
  • Joint Ventures
  • Strategic Alliances
  • Chapter 15 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
  • Marketability of the Stock
  • Takeovers and Control Premiums
  • Valuation of Stock-for-Stock Exchanges
  • Shareholder Wealth Effects and Methods of Payment
  • Exchange Ratio
  • Fixed Number of Shares versus Fixed Value
  • Merger Negotiations and Stock Offers: Halliburton vs Baker Hughes
  • International Takeovers and Stock-for-Stock Transactions
  • Desirable Financial Characteristics of Targets
  • Chapter 16 Tax Issues in M & A
  • 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 of Sell-Off 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
  • Glossary
  • Index
  • EULA.

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