Includes bibliographical references and index.

The Mergers and Acquisitions Environment -- Introduction to Mergers and Acquisitions -- Building a Common Vocabulary -- Participants in the Mergers and Acquisitions Process -- Historical Motivations for Mergers and Acquisitions -- Historical Merger and Acquisition Waves -- Do Mergers and Acquisitions Pay Off for Shareholders? -- Why Do Mergers and Acquisitions Often Fail to Meet Expectations? -- Do Mergers Pay Off for Society? -- Regulatory Considerations -- Federal Securities Laws -- Antitrust Laws -- State Regulations Affecting Mergers and Acquisitions -- Regulated Industries -- Environmental Laws -- Labor and Benefit Laws -- Common Takeover Tactics and Defenses -- Alternative Takeover Tactics -- The Takeover Decision Tree -- Alternative Takeover Defenses: Pre- and Postbid -- The Mergers and Acquisitions Process: Phases 1-10 -- Planning: Developing Business and Acquisition Plans--Phases 1 and 2 of the Acquisition Process -- A Planning-Based Approach to Mergers and Acquisitions -- Building the Business Plan -- Building the Acquisition Plan -- Business Plan Checklist -- Implementation: Search through Closing--Phases 3 to 10 -- The Search Process -- The Screening Process -- First Contact -- Negotiation -- Developing the Integration Plan -- Closing -- Implementing Postclosing Integration -- Conducting Postclosing Evaluation -- Things to Remember -- Integration: Mergers, Acquisitions, and Business Alliances -- The Role of Integration in Successful Mergers and Acquisitions -- Viewing Integration as a Process -- Integrating Business Alliances -- Things to Remember -- Merger and Acquisition Tools and Concepts -- A Primer on Merger and Acquisition Valuation -- Required Returns -- Analyzing Risk -- Calculating Free Cash Flows -- Time Value of Money -- Alternative Approaches to Valuation -- Income or Discounted Cash Flow Method -- Market-Based Methods -- Asset-Oriented Methods -- Relating Discounted Cash Flow to Market-Based Valuation Methods -- Valuing Intangible Assets -- Using Real Options to Value Intangible Assets -- Things to Remember -- Applying Financial Modeling Techniques to Value and Structure Mergers and Acquisitions -- The Limitations of Financial Data -- The Model-Building Process -- Estimating Postmerger Share Price -- Maintaining Shareholder Value in a Stock-for-Stock Exchange -- Business Case: Ford Acquires Volvo -- Things to Remember -- Analysis and Valuation of Privately Held Companies -- Challenges of Valuing Privately Held Companies -- Adjusting the Income Statement -- Applying Valuation Methodologies to Private Companies -- Reverse Mergers -- Calculating Ownership Share: The Venture Capital Method -- Using Leveraged Employee Stock Ownership Plans to Buy Private Companies -- Analyzing Private Shareholder Returns -- Things to Remember -- Structuring the Deal: Payment, Legal, Tax, and Accounting Considerations -- The Deal-Structuring Process -- Form of Acquisition Vehicle -- Postclosing Organization -- Form of Payment or Total Consideration -- Form of Acquisition -- Form of Accounting Treatment -- Tax Structures and Strategies -- Alternative Strategies and Structures -- Leveraged Buyout Structures and Valuation -- The Origins of Leveraged Transactions -- Alternative Financing Options -- Common Forms of Leveraged Buyout Structures -- Critical Success Factors -- Key Shareholder and Public Policy Issues -- Impact on Shareholder Returns of Leveraged Buyouts -- Analyzing Leveraged Buyouts -- Shared Growth and Shared Control Strategies: Joint Ventures, Partnerships, and Alliances -- Alternatives to Mergers and Acquisitions -- Motivations for Business Alliances -- Critical Success Factors for Business Alliances -- Alternative Legal Forms of Business Alliances -- Strategic and Operational Plans -- Business Alliance Deal Structuring -- Empirical Findings -- Alternative Exit and Restructuring Strategies: Divestitures, Spin-offs, Carve-outs, Split-ups, Bankruptcy, and Liquidation -- Motives for Exiting Businesses -- Divestitures -- Spin-offs and Split-ups -- Equity Carve-outs and Split-off Initial Public Offerings -- Tracking or Targeted Stocks -- Voluntary Liquidations (Bust-ups) -- Returns to Shareholders -- Business Failure -- The Acquistion Process: The Gee Whiz Media Case -- Planning -- Implementation.

This book brings together the essential elements of process management, human resource management and financial aspects, including subjects often overlooked or treated only superficially by other texts. Merger and acquisition activity is discusses as a series of interdependent activities and in the context in which each activity actually occurs.