Material Adverse Change - Lessons From Failed M&as

Informationen zum Autor ROBERT V. STEFANOWSKI is an independent consultant on business strategy, leadership, finance, and M&A throughout North America, Europe, and Asia. A current member of the McKinsey & Company Mergers & Acquisitions Advisory Board, he's also been President and CEO of numerous business units at General Electric Company and CFO of UBS Investment Bank. A Visiting Professor of Management Practice at Oxford University, he is the author of Making M&A Deals Happen. Klappentext Boost M&A outcomes with less risk by learning from mistakes of the pastMaterial Adverse Change will help you close more successful mergers and acquisitions by analyzing the common root causes of deal failures from before the Great Recession to today. The time between signing and closing a deal is a particularly risky period where the buyer has committed to purchase the company, but the seller continues to operate it while waiting for regulatory approval or funding to close out the deal. A Material Adverse Change clause allows the buyer to back out of the transaction if certain adverse events occur during this period. By designing this safety net into the contract, you're free to take the time to examine records, meet with employees, and fully understand the legal issues at hand. If the target loses value during that time, in certain cases, you're free to walk away. This book explores the full power of the Material Adverse Change clause, and today's M&A in general. You'll dig into the real causes of M&A failure, and discover the traits and practices that lead to poor results as you learn how to avoid these common mistakes and drive more successful deals. Recent case studies highlight common mistakes made--and propagated--by otherwise intelligent people, so you can identify and eliminate these practices within your own organization.A large acquisition is already a delicate balancing act. Why complicate it with the exponential risk by not doing your homework? This book shows you how to apply best practices to increase your chances of successful deals and avoid potentially career ending mistakes.* Explore the true root causes of M&A failures of the past* Analyze the personality traits that drive suboptimal outcomes* Implement new practices to avoid mistakes and close successful deals* Learn why common-sense errors are repeated over and over againThe M&A market has grown to become a major factor in the global economy, yet many buyers do less investigation than consumers making everyday purchases. Material Adverse Change shows you how to slash risk and improve your chances of completing better deals. Zusammenfassung The ultimate guide to successful M&As no matter how the economy's doing No one has written about the true root causes of the recent large M&A failures and why the mergers that were supposed to save the companies and the economy did not work. Inhaltsverzeichnis Introduction: The Risks and Opportunities of Doing a Deal xi Chapter 1 Why Bad Deals Happen 1 A Practical Approach to Mergers and Acquisitions 3 A Case Study: RBS Buys ABN AMRO 4 Motivations for Deals 5 A Case Study: Bank of America Buys Merrill Lynch 5 Using M&A to Divert Attention 12 Using M&A to Grow Quickly 12 Using M&A to Solve Problems 13 Horizontal and Vertical Mergers 14 Conclusion 16 Chapter 2 Buy or Build? 19 A Case Study: Commerce Bank 21 A Case Study: Metro Bank 26 Is There Anything in Between? 29 A Case Study: Dow Corning Joint Venture 31 A Case Study: Bucknell Industries 32 Conclusion 34 Chapter 3 Let the Buyer Beware 37 Wachovia Buys Golden West 40 AOL Time Warner Merger 46 Wells Fargo Buys Wachovia 48 Chapter 4 The Opportunities and Risks of Expanding Your Business Globally 51 Telenor India Joint Venture 54...

List of contents

Introduction: The Risks and Opportunities of Doing a Deal xi
 
Chapter 1 Why Bad Deals Happen 1
 
A Practical Approach to Mergers and Acquisitions 3
 
A Case Study: RBS Buys ABN AMRO 4
 
Motivations for Deals 5
 
A Case Study: Bank of America Buys Merrill Lynch 5
 
Using M&A to Divert Attention 12
 
Using M&A to Grow Quickly 12
 
Using M&A to Solve Problems 13
 
Horizontal and Vertical Mergers 14
 
Conclusion 16
 
Chapter 2 Buy or Build? 19
 
A Case Study: Commerce Bank 21
 
A Case Study: Metro Bank 26
 
Is There Anything in Between? 29
 
A Case Study: Dow Corning Joint Venture 31
 
A Case Study: Bucknell Industries 32
 
Conclusion 34
 
Chapter 3 Let the Buyer Beware 37
 
Wachovia Buys Golden West 40
 
AOL Time Warner Merger 46
 
Wells Fargo Buys Wachovia 48
 
Chapter 4 The Opportunities and Risks of Expanding Your Business Globally 51
 
Telenor India Joint Venture 54
 
Telenor's Global Strategy over Time 56
 
Telenor Expands into Eastern Europe 57
 
Telenor Pushes into Asia 59
 
The Telenor Unitech Joint Venture 61
 
Postmortem on the Telenor Unitech Joint Venture 63
 
Lessons Learned 64
 
Trends for the Future 67
 
Chapter 5 Culture Is Critical 69
 
A Case Study from China 71
 
A Case Study from Japan 74
 
A Summary of Other Best Practices 76
 
Chapter 6 Who Is Behind the Curtain? 85
 
A Case Study: Lloyds HBOS 87
 
A Case Study: Kraft Buys Cadbury 96
 
Chapter 7 Is It Too Late to Back Out? 103
 
Case Study One: Bank of America Purchases Merrill Lynch 106
 
Case Study Two: AT&T/T Mobile 110
 
Case Study Three: Verizon Bids for Yahoo 115
 
Conclusion 116
 
Chapter 8 How to Negotiate a Better Deal 119
 
Ten Best Practices for Effective Negotiation 124
 
Chapter 9 Making It Right 135
 
Background 137
 
Be Strategic 138
 
Maintain a Rational Organizational Structure 140
 
Structure the Deal Properly 141
 
Recognize the Importance of Brand 142
 
Efficient Distribution 143
 
Beware of Culture 144
 
Have Financing Lined Up in Advance 145
 
Establish an Appropriate M&A Approval Process 145
 
Integrate Early and Often 146
 
Clear Legal and Regulatory Process 146
 
Don't Overpay 147
 
Continuous Learning 148
 
A Case Study: J.P. Morgan Buys Bear Stearns 148
 
Conclusion 152
 
Chapter 10 Where Do We Go from Here? 155
 
How Fast We Forget 157
 
Appendix A
 
Trinity International/American Public Media Group: Material Adverse Change Clause 169
 
Appendix B
 
Bank of America/Merrill: Material Adverse Change Clause 171
 
About the Author 175
 
Index 177

Product details

• Authors: Robert Stefanowski, Robert V Stefanowski, Robert V. Stefanowski, Rv Stefanowski
• Publisher: Wiley, John and Sons Ltd
• Languages: English
• Product format: Hardback
• Released: 05.06.2018
• EAN: 9781118066898
• ISBN: 978-1-118-06689-8
• No. of pages: 216
• Series: Wiley Finance Editions; Wiley Finance; Wiley Finance Editions
• Subjects: Social sciences, law, business > Business > Business administration; Rechnungswesen, Accounting, Corporate Finance, Takeovers, mergers and buy-outs