Mergers, Acquisitions, and Corporate Restructurings

Mergers, Acquisitions, and Corporate Restructurings provides a comprehensive look at the field's growth and development, and places M&As in realistic context amidst changing trends, legislation, and global perspectives. All-inclusive coverage merges expert discussion with extensive graphs, research, and case studies to show how M&As can be used successfully, how each form works, and how they are governed by the laws of major countries. Strategies and motives are carefully analyzed alongside legalities each step of the way, and specific techniques are dissected to provide deep insight into real-world operations. This new seventh edition has been revised to improve clarity and approachability, and features the latest research and data to provide the most accurate assessment of the current M&A landscape. Ancillary materials include PowerPoint slides, a sample syllabus, and a test bank to facilitate training and streamline comprehension.

As the global economy slows, merger and acquisition activity is expected to increase. This book provides an M&A primer for business executives and financial managers seeking a deeper understanding of how corporate restructuring can work for their companies.

• Understand the many forms of M&As, and the laws that govern them
• Learn the offensive and defensive techniques used during hostile acquisitions
• Delve into the strategies and motives that inspire M&As
• Access the latest data, research, and case studies on private equity, ethics, corporate governance, and more

From large megadeals to various forms of downsizing, a full range of restructuring practices are currently being used to revitalize and supercharge companies around the world. Mergers, Acquisitions, and Corporate Restructurings is an essential resource for executives needing to quickly get up to date to plan their own company's next moves.

PATRICK A. GAUGHAN is President of Economatrix Research Associates, an economic and financial consulting firm. The firm specializes in the application of economics and finance to litigated matters. Dr. Gaughan also provides various consulting services in the field of mergers and acquisitions and valuation. Dr. Gaughan is also a Professor at the University of International Business and Economics in Beijing, China.

Preface xi

PART I: BACKGROUND

Chapter 1: Introduction 3

Chapter 2: History of Mergers 41

Chapter 3: Legal Framework 71

Research Note: Event Studies Methodology 124

Chapter 4: Merger Strategy 127

PART II: HOSTILE TAKEOVERS

Chapter 5: Antitakeover Measures 183

Chapter 6: Takeover Tactics 237

Chapter 7: Hedge Funds as Activist Investors 279

PART III: GOING-PRIVATE TRANSACTIONS AND LEVERAGED BUYOUTS

Chapter 8: Leveraged Buyouts 305

Chapter 9: The Private Equity Market 345

Chapter 10: High-Yield Financing and the Leveraged Loan Market 369

PART IV: CORPORATE RESTRUCTURING

Chapter 11: Corporate Restructuring 389

Chapter 12: Restructuring in Bankruptcy 437

Chapter 13: Corporate Governance 477

Chapter 14: Joint Ventures and Strategic Alliances 535

Chapter 15: Valuation 551

Chapter 16: Tax Issues in M&A 613

Glossary 631

Index 643

The New copy of this book will include any supplemental materials advertised. Please check the title of the book to determine if it should include any access cards, study guides, lab manuals, CDs, etc.

The Used, Rental and eBook copies of this book are not guaranteed to include any supplemental materials. Typically, only the book itself is included. This is true even if the title states it includes any access cards, study guides, lab manuals, CDs, etc.