DR. ED EDWARDSOFFICE: 3296 HCOB
Weston, Chung and Siu, Takeovers, Restructuring and Corporate
Ch.1 - The Takover Process - download
Ch.2 - The Legal and Regulatory Process - download
Ch.17 - International Takeovers and Restructuring - download
Ch.5 - Theories of Mergers and
Tender Offers - download
Ch.6 - The Timing of Merger Activity - download
Ch.7 - Empirical Tests of M&A Performance - download
Overview of Acquisition Process
Reasons for Buying a Company
Reasons for Selling a Company
Ch.8 - Diversification, Mergers & Strategic Planning
Ch.9 - Alternative Approaches to Valuation
ASSIGNED READING FOR FEBRUARY
The Elements of a Professional Business Valuation
Factors to be considered in analyzing possible acquisition (Factor#1-13) - download + print
(that's the best version I could get from the scanner, so first print and then read;
it will take time to print)
ASSIGNED READING FOR FEBRUARY 15:
OTHER MATERIALS ON INTERNET
Tutorials on the IBA Transaction Database
(valuing small to mid-size closely held businesses)
FOR MARCH 15:
How an Accounting Rule Spoiled a Popular Deal Format - download
Europe Catches Merger Fever - download
FOR MARCH 22:
Do Deals Deliver On Postmerger Performance? - download
Purchase Price Protection In Overseas Acquisitions - download
Merger Between Duracell And Gillette
LECTURE OUTLINE, MARCH
Restructuring and Divestments
Reasons, Factors to be Considered, Costs, and Evaluation
Restructuring Ownership Relationships
Desirability of LBO Candidates
LECTURE OUTLINE, MARCH 29
3 Tables about Percent Premiums - download
4 Graphs about Cumulative Abnormal Returns - download
Tender Offers for Publicly Traded Target Companies - download
2 Graphs about Tender Offers - download
Definition of Tender Offer + Eight Factor Test
Summary of Williams Act
Sources of Law Affecting Tender Offers - download
Michigan Law - download
Planning a Tender Offer, Process
Characteristics of Takeover Targets, Corporate
Restructuring to Reduce Probability of a Takeover,
Principal Characterisitcs of a Potential Takeover Candidate,14 Tactics for Fighting Take-Over,
Zero or Negative Returns to Scquireres at Announcement Date, Some Specific Considerations
2 Graphs: Proxy Fight Data and Poinson Pill Adopted - download
2 TABLES FOR THE LAST
Projected Total CF Valuation Framework and Projected CF to Equity Capital Valuation Framework
2. Mission Statement and Goals of the Graduate Program at the Haworth College of Business.
3. The Objectives of this course.
4. Manner of course presentation.
5. Attendance Policy.
6. University Regulations Regarding Dishonesty.
7. Grading Scale.
8. Course Outline.
The Haworth College of Business is dedicated to providing excellent graduate programs designed to help current and future managers meet the challenges of a changing global business environment. Using shared learning, fostering integration and recognizing diversity, our graduate programs expand the skills of Business Professionals from Western Michigan and selected international markets.
2. To deliver programs that assist students with the advancement of skills in leadership, analysis and team work.
3. To provide seminars and training programs for specific markets.
4. To provide a program which utilizes methodologies that will enable students to become participants in the development of knowledge.
5. To operate in a continuous improvement environment.
The Finance and Commercial Law (FCL) Department provides a high-quality
education in finance and commercial law at both the undergraduate and graduate
This education enhances the knowledge, skills and abilities of students.
The quality of learning is strengthened by: experiences, such as cases,
internships, study abroad, and professional business seminars; use of technology;
and a faculty committed to professional development and research.
1. To provide an insight into the merger movements and antitrust
philosophy in the United States, Europe and Asia.
2. To provide an appreciation for the process of planning, valuing and financing business acquisitions.
3. To provide a framework for the valuation process for closely-held and publicly-traded companies.
4. To consider the impact of current trends in business takeovers.
5. To consider the financial aspects of various litigation areas involving valuation issues (wrongful death, age/sex discrimination, wrongful termination, personal injury, etc).
6. To consider the financial aspects of divestments, restructurings and privatization programs.
A term paper (assigned in Sessions 1 and 2) will be required. Topics will be selected by students from a list provided in class. Length expected to approximate 10 pages.
There will be three case presentations. Each student will be assigned to a group for one presentation. Teams will be assigned on January 25.
You are expected to participate in your own
group presentation and to provide 3-4 page brief analysis of the two cases
in which your group did not participate. These are due on the night the
cases are presented.
Since the course meets only 12 times for 3-hour sessions, it is expected
that you attend all classes. Only one unexcused absence will be permitted.
If work commitments require you to miss more than one class, your semester
grade will be compromised.
2. Final exam 25
3. Paper 15
4. Case presentation 25
5. Participation 10
January 11 Takeover Regulations - National & State Ch. 1, 2, 21
January 18 MLK Day - No classes
January 25 International Mergers and Acquisitions
February 1 Merger Theories Ch. 5-7, 22
February 8 Valuation of Closely Held Companies Ch. 8-10A
February 15 Valuation of Closely Held Companies Ch. 8-10A
February 22 MIDTERM EXAM (Chapters 1, 2, 5, 7, 8-10A, 21, 22)
March 1 SPRING BREAK
March 8 Valuation of Public Companies Ch. 8-10A
March 15 Accounting and Tax Considerations Ch. 3 & 4
March 22 Restructuring Ch. 11-15
March 29 Restructuring and Governance Issues Ch. 16-20
April 5 Cases 1 & 2
April 12 Case 3
FINAL EXAM (Chapters 3, 4, 11-20)
READINGS for the January 25
link to: Surging Mergers
link to: Asia and the M&A Wave
link to: Cross-border investments soar in Europe
link to: A Guidebook to Mergers & Acquisitions in China, 1
link to: A Guidebook to Mergers & Acquisitions in China, 2
link to: Top 25 Mergers & Acquisitions
Article in Fortune, January 11, 1999: The Year Megamerger, pg. 62
Last Edited: March 26, 1999