Applied Mergers and Acquisitions. Robert F. Bruner

href="#ulink_25fae54c-58f8-5ca3-a9f1-a3be184760a6">SUMMARY AND IMPLICATIONS OF THE EXCHANGE RATIO FRAMEWORK APPENDIX 21.1 Derivation of the Exchange Rate Determination Model Based on the Price-Earnings Ratio Regarding Share-for-Share Exchanges (Larson-Gonedes Model) BUYER’S MAXIMUM ACCEPTABLE EXCHANGE RATIO (P/E MODEL) TARGET’S MINIMUM ACCEPTABLE EXCHANGE RATIO (P/E MODEL) APPENDIX 21.2 Derivation of the Exchange Rate Model Based on Discounted Cash Flow Regarding Share-for-Share Exchanges BUYER’S MAXIMUM ACCEPTABLE EXCHANGE RATIO (DCF MODEL) TARGET’S MINIMUM ACCEPTABLE EXCHANGE RATIO APPENDIX 21.3 Derivation of the Exchange Rate Determination Model Based on the Price/Earnings Ratio Regarding Cash-for-Share Exchanges BUYER’S MAXIMUM ACCEPTABLE EXCHANGE RATIO (P/E MODEL) TARGET’S MINIMUM ACCEPTABLE EXCHANGE RATIO (P/E MODEL) APPENDIX 21.4 Derivation of the Exchange Rate Model Based on Discounted Cash Flow Regarding Cash-for-Share Exchanges BUYER’S MAXIMUM ACCEPTABLE EXCHANGE RATIO (DCF MODEL) TARGET’S MINIMUM ACCEPTABLE EXCHANGE RATIO APPENDIX 21.5 Derivation of Equation (3) Exchange Ratio Consistent with Buyer’s Percentage Contribution to Newco NOTES CHAPTER 22: Structuring and Valuing Contingent Payments in M&A OVERVIEW AND SUMMARY CONTINGENT PAYMENTS IN M&A EARNOUTS CAN BE USEFUL; BUT IF SO, WHY AREN’T THEY UBIQUITOUS? EARNOUTS ARE OPTIONS ON FUTURE PERFORMANCE STRUCTURING AN EARNOUT TAX AND ACCOUNTING CONSIDERATIONS GENERIC APPROACH TO VALUING EARNOUT INSTRUMENTS Epilogue CONCLUSION: PROPOSING AND NEGOTIATING EARNOUTS AND OTHER CONTINGENT PAYMENTS NOTES CHAPTER 23: Risk Management in M&A INTRODUCTION AND SUMMARY VALUE AT RISK WHEN A DEAL FAILS TRANSACTION RISK: TYPES AND SOURCES TYPES OF RISK MANAGEMENT TYPES OF COLLARS AND THEIR ANALYSIS CONTINGENT VALUE RIGHTS: RHÔNE-POULENC’S ACQUISITION OF RORER STAGED ACQUIRING: THE CASE OF GENZYME’S INVESTMENT IN GELTEX CONCLUSION: WHERE AND WHEN TO MANAGE RISK NOTES CHAPTER 24: Social Issues INTRODUCTION: THE IMPORTANCE OF SOCIAL ISSUES IN M&A SURVEY OF SOCIAL ISSUES FREQUENTLY ADDRESSED IN MERGER NEGOTIATIONS IMPACT OF SOCIAL ISSUES ON ATTRACTIVENESS OF THE DEAL CASE STUDIES IN THE ROLE OF SOCIAL ISSUES SUMMARY AND CONCLUSIONS NOTES

      12  PART Five: Rules of the Road: Governance, Laws, and Regulations CHAPTER 25: How a Negotiated Deal Takes Shape INTRODUCTION OVERVIEW OF THE DEAL SHAPING PROCESS RISKS TO THE DEAL: HOW THE PROCESS CAN GET DERAILED TRANSACTION PLANNING AND PREPARATION INITIATING DISCUSSIONS: GAINING AN EARLY SENSE OF THE POSSIBILITIES FIRST-ROUND DOCUMENTS: TERM SHEET, LETTER OF INTENT, AGREEMENTS ABOUT CONFIDENTIALITY, STANDSTILL, AND ENGAGEMENT OF ADVISERS THE DEFINITIVE AGREEMENT DISCLOSURE TO INVESTORS AND REGULATORS GAINING APPROVAL FOR THE DEAL CASE STUDY: DAIMLER-BENZ AND CHRYSLER SUMMARY AND CONCLUSIONS NOTES CHAPTER 26: Governance in M&A: The Board of Directors and Shareholder Voting INTRODUCTION GOVERNING WELL IS HARD TO DO GOOD GOVERNANCE PAYS HOW SHAREHOLDERS RULE FIDUCIARY DUTIES OF TARGET DIRECTORS IN CONSIDERING M&A PRACTICAL IMPLICATIONS: PREPARING FOR THE BOARD’S REVIEW OF A DEAL CODA: HOW CAN FIRMS BE GOVERNED BETTER? NOTES CHAPTER 27: Rules of the Road: Securities Law, Issuance Process, Disclosure, and Insider Trading INTRODUCTION OVERVIEW OF KEY SECURITIES LAWS AND RULES IN THE UNITED STATES KEY IMPLICATION: DISCLOSURE KEY IMPLICATION: INSIDER TRADING KEY IMPLICATION: OBSERVANCE OF PROCESS SUMMARY AND CONCLUSIONS NOTES CHAPTER

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