...Mergers and Acquisitions CHAPTER 21 OPENING CASE I n April 2007, Netherlands-based ABN AMRO and U.K.-based Barclays announced a merger that would create the world’s largest asset manager as well as one of the world’s five largest banks. The value of the deal was about €67 billion ($91.07 billion). Under the terms of the merger, Barclays would offer 3.225 shares of the new company for each share held by ABN AMRO shareholders. Also, ABN AMRO agreed to sell LaSalle Bank to Bank of America for $21 billion, which would result in a €12 billion distribution to shareholders. How do companies like ABN AMRO and Barclays determine whether a merger is a good idea? This chapter explores reasons that mergers should take place, and, just as important, reasons why they should not. There is no more dramatic or controversial activity in corporate finance than the acquisition of one firm by another or the merger of two firms. It is the stuff of headlines in the financial press, and it is occasionally an embarrassing source of scandal. The acquisition of one firm by another is, of course, an investment made under uncertainty, and the basic principles of valuation apply. One firm should acquire another only if doing so generates a positive net present value for the shareholders of the acquiring firm. However, because the NPV of an acquisition candidate can be difficult to determine, mergers and acquisitions, or M&A activities, are interesting topics in their own right. Some of the special...
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...reserved, whether the whole or part of the material is concerned, specifically the rights of translation, reprinting, reuse of illustrations, recitation, broadcasting, reproduction on microfilm or in any other way, and storage in data banks. Duplication of this publication or parts thereof is permitted only under the provisions of the German Copyright Law of September 9, 1965, in its current version, and permission for use must always be obtained from Springer. Violations are liable to prosecution under the German Copyright Law. The use of general descriptive names, registered names, trademarks, etc. in this publication does not imply, even in the absence of a specific statement, that such names are exempt from the relevant protective laws and regulations and therefore free for general use. Cover design: WMXDesign GmbH, Heidelberg, Germany Printed on acid-free paper Springer is part of Springer Science+Business Media (www.springer.com) To my family Preface From a historical point of view, the main activity of investment banks is what today we call security underwriting. Investment banks buy securities, such as bonds and stocks, from an issuer and then sell them to the final investors. In the eighteenth century, the main securities were bonds issued by governments. The way these bonds were priced and placed is...
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...Mergers and Acquisitions Basics Mergers and Acquisitions Basics All You Need To Know Donald DePamphilis Amsterdam • Boston • Heidelberg • London New York • Oxford • Paris • San Diego San Francisco • Singapore • Sydney • Tokyo Academic Press is an imprint of Elsevier Academic Press is an imprint of Elsevier 30 Corporate Drive, Suite 400, Burlington, MA 01803, USA Elsevier, The Boulevard, Langford Lane, Kidlington, Oxford, OX5 1GB, UK Copyright © 2011 Elsevier Inc. All rights reserved No part of this publication may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or any information storage and retrieval system, without permission in writing from the publisher. Details on how to seek permission, further information about the Publisher’s permissions policies and our arrangements with organizations such as the Copyright Clearance Center and the Copyright Licensing Agency, can be found at our website: www.elsevier.com/permissions. This book and the individual contributions contained in it are protected under copyright by the Publisher (other than as may be noted herein). Notices Knowledge and best practice in this field are constantly changing. As new research and experience broaden our understanding, changes in research methods, professional practices, or medical treatment may become necessary. Practitioners and researchers must always rely on their own experience and knowledge...
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...Spring 2011 1 T1-1 FIN 4300 Topic 1: Introduction to Corporate Financing 1.1 What Is Corporate Finance 1.2 Types of securities issued by corporations (1) Common Stock (2) Preferred Stock (3) Corporate Debt 1.3 Venture Capital, IPOs, and Seasoned Offerings 2 T1-2 What Is Corporate Finance? Corporate finance can be broken down into: (1) the investment (or capital budgeting) decision; and (2) the financing decision. The firm has to decide (1) how much to invest and which real assets to invest in and (2) how to raise the necessary cash. Balance Sheet The balance sheet presents the accounting value of assets and the source of money used to purchase those assets at a particular time. Current Assets Cash & Marketable Securities Receivables Inventories Fixed Assets Plant & Equipments Less accumulated depreciation Current Liabilities Long‐Term Debt Shareholders' equity Total assets = Total liabilities & Equity Income Statement The income statement is a financial statement listing the revenues, expenses, and net income of the firm in a period of time. Net sales (Cost of goods sold) (Selling, general & administrative expenses) (Depreciation) Earnings before interest & taxes (Interest Expenses) Taxable Income (Taxes) Net Income (Dividends) Retained Earnings 3 T1-3 Corporate Financing In the following two chapters (14 and 15), we assume that the firm has already decided on which investment...
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...THE EFFECT OF MERGER AND ACQUSITION ON ORGANISATIONAL PERFORMANCE. (A case study of Equity Indemnity Insurance Co. Ltd) CHAPTER ONE INTRODUCTION 1.0 BACKGROUND OF THE STUDY Every organisation is set up with a vision to be profitably productive so that the interest of every stakeholder is satisfied; consequently the performance of every organisation is graded on various performance parameters to determine how well the company is doing when compared with its set goals and the performance of other companies. The following are areas of expectation of good performance. o The organisation’s vision objective and associated plan – how much of this is seen in reality of the organ’s operation / result. o The organisation’s structure, values and culture – which are what, distinguish one organisation from the other even though they are in same market/industry. o The sector and market in which the organisation operates and the organisation’s share of the market. o The organisation’s competitive strength this being able to take more share of the market and determine price movement. o The financial strength and investment potential of the organ to venture into new areas/ development of existing market and pelt. Many organisations have had problems in driving the above fully to the advantage of their organisation hence have consistently not improve in their performance when assessed by the stakeholders in the organisation. The Annual General Meeting...
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...AMERICAN MANAGEMENT ASSOCIATION A Blueprint for Corporate Governance This Page Intentionally Left Blank A Blueprint for Corporate Governance Strategy, Accountability, and the Preservation of Shareholder Value Fred R. Kaen American Management Association New York • Atlanta • Brussels • Buenos Aires • Chicago • London • Mexico City San Francisco • Shanghai • Tokyo • Toronto • Washington, D. C. Special discounts on bulk quantities of AMACOM books are available to corporations, professional associations, and other organizations. For details, contact Special Sales Department, AMACOM, a division of American Management Association, 1601 Broadway, New York, NY 10019. Tel.: 212-903-8316. Fax: 212-903-8083. Web site: www.amacombooks.org This publication is designed to provide accurate and authoritative information in regard to the subject matter covered. It is sold with the understanding that the publisher is not engaged in rendering legal, accounting, or other professional service. If legal advice or other expert assistance is required, the services of a competent professional person should be sought. Library of Congress Cataloging-in-Publication Data Kaen, Fred R. A blueprint for corporate governance : strategy, accountability, and the preservation of shareholder value / Fred R. Kaen. p. cm. Includes bibliographical references and index. ISBN 0-8144-0586-X 1. Corporate governance. 2. Corporate governance—United States. I. Title. HD2741 .K327 2003 658.4—dc21 2003...
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...FREEZING OUT BEN & JERRY: CORPORATE LAW AND THE SALE OF A SOCIAL ENTERPRISE ICON Antony Page* & Robert A. Katz**† INTRODUCTION The perfect duo. Ice cream and chunks. Business and social change. Ben and Jerry.1 Nobody wants to end up like Ben and Jerry’s, where soon after a multinational acquired it, key facets of its social mission were cut from the company.2 Ben & Jerry’s Homemade, Inc. was once the darling of proponents of social enterprise and social entrepreneurship.3 It was a for-profit corporation that seemingly did not put profits first. Rather, it pursued, in the parlance, a “double bottom” line, seeking to advance progressive social goals, while still yielding an acceptable financial return for investors. It advanced its social mission in many ways, such as by committing 7.5% of its profits to a charitable foundation; conducting in-store voter registration; and buying ingredients from suppliers who employed disadvantaged populations.4 Ben & Jerry’s founders, Ben Cohen and Jerry Greenfield, held out their double bottom line approach (they called it the “double-dip”) as a model for others who wished to “Lead With [their] Values and Make Money, Too.”5 * Professor of Law at Indiana University School of Law—Indianapolis. ** Professor of Law at Indiana University School of Law—Indianapolis and Professor of Philanthropic Studies at the Indiana University Center on Philanthropy. † Thanks to the organizers of the symposium “Corporate Creativity: The Vermont L3C & Other...
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...various sources of synergy and categorize them into operating and financial synergies. We then examine how best to value synergy in any investment and how sensitive this value is to different assumptions. We also look at how this synergy value should be divided between the parties (or companies) involved in the investment. We conclude with an empirical examination of how much synergy is actually created in corporate mergers, and how much is paid. Synergy, we conclude, is so seldom delivered in acquisitions because it is incorrectly valued, inadequately planned for and much more difficult to create in practice than it is to compute on paper. 3 When Carly Fiorina argued for Hewlett-Packard’s acquisition of Compaq, she offered a number of of reasons the deal made sense. She noted that the combined company would be able to meet the demands of customers for “solutions capability on a truly global basis.” She also claimed that the firm would be able to lead with its products “from top to bottom, from low end to high end.” As her crowning argument, she claimed that the merger made sense because it would create “synergies that are compelling.” Synergy, the increase in value that is generated by combining two entities to create a new and more valuable entity, is the magic ingredient that allows acquirers to pay billions of dollars in premiums in acquisitions. It is true that investors have historically taken a jaundiced view of synergy, both in terms of its existence and its value and the...
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...Mergers, Acquisitions and Corporate Restructuring II MERGERS, ACQUISITIONS AND CORPORATE RESTRUCTURING Mergers, Acquisitions and Corporate Restructuring Edited by Chandrashekar Krishnamurti Vishwanath S.R. Copyright © Chandrashekar Krishnamurti and Vishwanath S.R., 2008 All rights reserved. No part of this book may be reproduced or utilized in any form or by any means, electronic or mechanical, including photocopying, recording or by any information storage or retrieval system, without permission in writing from the publisher. First published in 2008 by Response Books Business Books from SAGE B1/I-1 Mohan Cooperative Industrial Area Mathura Road, New Delhi 110 044, India SAGE Publications Inc 2455 Teller Road Thousand Oaks, California 91320, USA SAGE Publications Ltd 1 Oliver’s Yard, 55 City Road London EC1Y 1SP, United Kingdom SAGE Publications Asia-Pacific Pte Ltd 33 Pekin Street #02-01 Far East Square Singapore 048763 Published by Vivek Mehra for Response Books, typeset in 9.5/13 pt Berthold Baskerville by Star Compugraphics Private Limited, Delhi and printed at Chaman Enterprises, New Delhi. Library of Congress Cataloging-in-Publication Data Mergers, acquisitions and corporate restructuring/edited by Chandrashekar Krishnamurti, Vishwanath S.R. p. cm. Includes references and index. 1. Consolidation and merger of corporations. Corporate reorganizations. I. Vishwanath, S.R., 1971– II. Krishnamurti, Chandrashekar, 1956– HG4028.M4 .M44 658.1/6 22 2008...
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...Ch. 14. An overview of Corporate Finance. 14.1 Cash for investments is generated mostly (USA: 80%) internally as depreciation and retained earnings. Still, companies have a gap between cash they need and cash they generate internally. This gap is financial deficit. So companies have to either sell new equity or borrow.This causes two different kinds of problems: 1) The plow back ratio? => Dividend policy 2) The proportions of debt and issue of equity? => Debt policy. • Net stock issue is negative = Company repurchases more stocks than issues them. Reasons for internally generated funds: a) avoid cost of issuing securities b) investors don’t get the message from lower future profits and higher risk. Recent years firms have issued more debt than equity. Still, there are many ways to calculate the Debt ratio of company: 1) Debt / total assets = ( Short + long term debt ) / Total assets, or 2) Proportion of debt in long term financing) = Long term liabilities Long term liabilities + stockholders’ equity The Debt Ratios has risen since 1950 because of the book value of the corporate assets falls as behind the actual value of those assets. This is caused the inflation. And the new tools for risk management have...
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...Management Practices in European, American and Asian Companies Unit 1 – The Man Who Invented Management ….…………………..8 Unit 2 –Want a Nice Piece of a Chaebol?...........................................27 Unit 3 – Last Tango in Detroit?........................………………….…..33 Unit 4 – Lean, Mean, and… German? ………………………………41 Unit 5 – How Failure Breeds Success…………………………….....48 Chapter II: Supply Chain Management Unit 6 – Inventories Won’t Kill Growth …………………………....56 Unit 7 – Moving up the Corporate Agenda ………………………....63 Chapter III: Management Strategies Unit 8 - Beg, Borrow - and Benchmark …………….……………...70 Unit 9 - TQM – More than a Dying Fad? ………………………….78 Unit 10 - Reengineering: What happened? ………………….……. 88 Unit 11 - Tearing up the Jack Welch Playbook……………………101 Chapter IV: Some Macroeconomic Issues Unit 12 - Hawk...
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...MERGERS & ACQUISITIONS INTRODUCTION Why merge? Why sell? A division of a company might no longer fit into larger corp’s plans, so corp sells division Infighting between owners of corp. Sell and split proceeds Incompetent management or ownership Need money Business is declining (e.g. a buggywhip company) Industry-specific conditions Economies of scale BASIC DEFINITIONS: MERGER: Owners of separate, roughly equal sized firms pool their interests in a single firm. Surviving firm takes on the assets and liabilities of the selling firm. PURCHASE: Purchasing firm pays for all the assets or all the stock of the selling firm. Distinction between a purchase and a merger depends on the final position of the shareholders of the constituent firms. TAKEOVER: A stock purchase offer in which the acquiring firm buys a controlling block of stock in the target. This enables purchasers to elect the board of directors. Both hostile and friendly takeovers exist. FREEZE-OUTS (also SQUEEZE-OUTS or CASH-OUTS): Transactions that eliminate minority SH interests. HORIZONTAL MERGERS: Mergers between competitors. This may create monopolies. Government responds by enacting Sherman Act and Clayton Act VERTICAL MERGERS: Mergers between companies which operate at different phases of production (e.g. GM merger with Fisher Auto Body.) Vertical mergers prevents a company from being held up by a supplier or consumer of goods. LEVERAGED BUYOUTS (LBOs): A private...
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...California Law Review Volume 57 | Issue 1 Article 1 January 1969 The Legal Roles of Shareholders and Management in Modern Corporate Decisionmaking Melvin Aaron Eisenberg Follow this and additional works at: http://scholarship.law.berkeley.edu/californialawreview Recommended Citation Melvin Aaron Eisenberg, The Legal Roles of Shareholders and Management in Modern Corporate Decisionmaking, 57 Cal. L. Rev. 1 (1969). Available at: http://scholarship.law.berkeley.edu/californialawreview/vol57/iss1/1 This Article is brought to you for free and open access by the California Law Review at Berkeley Law Scholarship Repository. It has been accepted for inclusion in California Law Review by an authorized administrator of Berkeley Law Scholarship Repository. For more information, please contact jcera@law.berkeley.edu. California Law Review VOL. 57 JANUARY 1969 Copyright © 1969 by California Law Review, Inc. No. 1 The Legal Roles of Shareholders and Management in Modern Corporate Decisionmaking Melvin Aron Lisenberg* TABLE OF CONTENTS I A GENERAL THEORY ...... A. ... ............... 4 A NORMATIVE MODEL OF'VOTING RIGHTS IN PRIVATELY HELD CORPORATIONS ....... ................ A NORMATIVE MODEL OF VOTING RIGHTS IN PUBLICLY HELD ................ CORPORATIONS ....... 7 15 B. . ........ 1. Considerations of Public Policy .. (a) "Shareholder democracy ". . .. ........ ... . ......... (b) Client-group participation .. (c) Managerialism .......
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...Efficiency and Other Concepts 2 B.) Agency and Partnership Law 2 II.) INTRODUCTION TO THE CORPORATE FORM 16 A.) Formation and Structure 16 B.) Debt, Equity, and Valuation 22 III.) CONTROL OF CORPORATE DECISIONS 32 A.) The Role of the Shareholder 32 B.) Management Obligations 50 1.) Duty of Care 51 2.) Duty of Loyalty 56 3.) Duty of Fairness: Parent-Subsidiary Relationships 63 4.) Duty of Good Faith 64 5.) Management Obligations Under Federal Securities Laws 67 C.) Shareholder Litigation 76 IV.) Structural Changes 85 A.) Transactions in Control 85 B.) Mergers and Acquisitions 86 1.) Mergers 87 2.) Sale of Assets 93 3.) Asset Purchase or Tender Offer 94 C.) Public Control Contests 96 1.) The Poison Pill 100 2.) Enhanced Review When Business is Up for Sale 103 3.) Proxy Contests for Corporate Control 106 4.) Protecting the Deal: Shareholder Lockup Agreements 109 I.) INTRODUCTORY PRINCIPLES • Definitions o Corporate Law: The allocation of rights and power within a corporation; the internal body of law ▪ Addresses the creation of economic wealth through the facilitation of voluntary, ongoing collective action ▪ Flexible- expectation that market discipline will weed out what is not working ▪ Principle aim- reduce agency costs of all sorts o Securities Law: Regulates capital markets that corporations use to obtain funding o Firm: A form of business relation that has a temporal...
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...instructor is solely responsible for the editorial content of such materials. 111 FINAGEN ISBN: 0−390−55204−6 Finance Contents Ross−Westerfield−Jaffe • Corporate Finance, Seventh Edition I. Overview 1 1 20 34 34 35 70 98 130 152 152 193 219 219 241 241 275 1. Introduction to Corporate Finance 2. Accounting Statements and Cash Flow II. Value and Capital Budgeting Introduction 4. Net Present Value 5. How to Value Bonds and Stocks 7. Net Present Value and Capital Budgeting 8. Risk Analysis, Real Options, and Capital Budgeting III: Risk 10. Return and Risk: The Capital−Asset−Pricing Model (CAPM) 12. Risk, Cost of Capital, and Capital Budgeting VII. Short−Term Finance 27. Cash Management VIII. Special Topics 29. Mergers and Acquisitions 31. International Corporate Finance Harvard Business School Entrepreneurship Cases JAFCO American Ventures, Inc.: Building a Venture Capital Firm 299 299 Case Harvard Business School Finance Cases Pioneer...
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