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Informationen zum Autor William J. Gole, MBA, CPA has many years of M&A experience, managing numerous corporate divestitures from initiation to contract and close. Mr. Gole has held a wide variety of operational, financial, and strategic positions throughout his career. Most recently he was Senior Vice President, Planning and Business Development, with Thomson Healthcare where he had responsibility for strategic planning and the management and coordination of corporate acquisition and divestiture activity. Paul Hilger, CPA has over twenty-five years of financial leadership experience, and has led numerous acquisitions and divestitures from planning through integration. Most recently he was Executive Vice President and Chief Financial Officer of Thomson Healthcare, a division of the Thomson Corporation. Prior to Thomson he served in a number of financial management roles with the McGraw-Hill Companies. Klappentext The book will focus on the practical application of best practices employed in the divestiture process. Its process orientation will present a structured approach that emphasizes disciplined execution, and the text will be supplemented by illustrative documents and application aids that will be able to be adapted for use in actual transactions. The chapters are as follows: (1) Introduction, (2) Pre-divestiture Issues and Considerations, (3) Divestiture Planning, (4) Transaction Preparation, (5) Disentanglement: The Separation of the Seller from the Business Being Divested, (6) Management of the Transaction, (7) Contract Negotiation and Close, (8) Tax, Regulatory, and Accounting Issues, (9) Appendices Zusammenfassung The book will focus on the practical application of best practices employed in the divestiture process. Its process orientation will present a structured approach that emphasizes disciplined execution, and the text will be supplemented by illustrative documents and application aids that will be able to be adapted for use in actual transactions. Inhaltsverzeichnis PREFACE XI ACKNOWLEDGMENTS XV CHAPTER 1 INTRODUCTION 1 1.1 Overview 2 1.2 Characteristics of Corporate Divestitures 3 1.3 Transaction Model 10 1.4 Staffi ng Model 15 1.5 Enabling Principles 23 1.6 How This Guide Can Help 27 Key Points 30 Appendix 1A Divestiture Activity by Standard Industrial Classification: 2002 to 2006 32 Appendix 1B Aggressive Divesters: 2005 and 2006 33 CHAPTER 2 STRATEGIC ASSESSMENT 34 2.1 Overview 35 2.2 Strategic Assessment Process Steps 36 2.3 Analyze Portfolio and Consider Alternatives 37 2.4 Opt for Divestiture 41 2.5 Position the Organization for the Divestiture 46 2.6 Next Steps 52 Key Points 52 CHAPTER 3 DIVESTITURE PLANNING 54 3.1 Overview 55 3.2 Planning Phase Process Steps 60 3.3 Approval 62 3.4 Organization Plan 70 3.5 Retention Plan 74 3.6 Assembling the Divestiture Team 78 3.7 Development of the Divestiture Plan 86 3.8 Development of a Communication Plan 89 Key Points 95 Appendix 3A Illustrative Divestiture Timeline 96 Appendix 3B Retention Planning Document 99 Appendix 3C Weekly Action Item Control 102 Appendix 3D Communication Plan Outline 104 Appendix 3E Issues and Resolution Control 106 CHAPTER 4 PREPARING FOR THE TRANSACTION 108 4.1 Introduction 109 4.2 Preparation Phase Process Steps 110 4.3 Engagement of External Resources 111 4.4 Validation of the Transaction Structure 120 4.5 Development of Selling Materials 122 4.6 Identifi cation of Potential Buyers 131 4.7 Preparation of a Data Room 134 4.8 Overview of the Phased Disclosure Process 136 Key Points 139 Appendix 4A Illustrative Data Room Information Lis...
