TAILIEUCHUNG - Lecture Corporate finance: A practical approach: Chapter 10 - CFA Institute

Chapter 10 - Mergers and acquisitions. The topics discussed in this chapter are: Mergers and acquisitions (M&A) are complex, involving many parties, mergers and acquisitions involve many issues and M&A analysis requires the application of valuation tools to evaluate the M&A decision. | Chapter 10 Mergers and Acquisitions Presenter’s name Presenter’s title dd Month yyyy 1 1. Introduction Mergers and acquisitions (M&A) are complex, involving many parties. Mergers and acquisitions involve many issues, including Corporate governance. Form of payment. Legal issues. Contractual issues. Regulatory approval. M&A analysis requires the application of valuation tools to evaluate the M&A decision. Copyright © 2013 CFA Institute 2 Pages 408–409 Introduction Mergers and acquisitions (M&A) are complex, involving many parties. Example Guidant Corporation (target) Johnson & Johnson (bidder—unsuccessful) Boston Scientific (bidder—successful) Note: Update on merger—Boston Scientific paid more than a half billion . dollars in 2011 for “improper conduct” by Guidant prior to the merger, with more potential additional claims by the IRS and Department of Justice (DOJ). Mergers and acquisitions involve many issues, including Corporate governance (., role of the board of directors). Form of payment (stock or cash). Legal and contractual issues (., takeover defenses). Regulatory approval (., competition). M&A analysis requires the application of valuation tools to evaluate the M&A decision: Bid and takeover premium. Distribution of gains between acquiring firm and target firm shareholders. 2 Example of a merger: AMR and . Airways Copyright © 2013 CFA Institute 3 LOS: Classify merger and acquisition (M&A) activities based on forms of integration and types of mergers. Example of a Merger: AMR and . Airways Issues: AMR, parent of American Airlines, filed for bankruptcy on 29 November 2011. AMR and its unions (pilots, flight attendants) grappled with labor agreements that would be suitable under a merged company (reached agreements December 2012 and January 2013). FTC made a “second request” for a review of the merger in March 2013 under the Hart-Scott-Rodino Act. Parties: AMR US Airways Regulatory authorities: Federal Trade Commission (FTC) DOJ .

• Tài chính doanh nghiệp
• Corporate finance
• Lecture Corporate finance
• Tài chính doanh nghiệp
• Business environment
• Corporate governance
• Merger and acquisition
• Intermediate corporate finance
• Lecture Intermediate corporate finance
• Corporate valuation
• Value based management
• Fundamentals of corporate finance
• Business organization
• Financial management
• International corporate finance
• Capital market history
• Raising capital
• Financial leverage
• Financial reporting
• Social welfare
• Forward contracts
• The stock markets
• Basic return concepts
• Portfolio theory
• Bond valuation
• Basic stock valuation
• Accounting for financial management
• Analysis of financial statements
• Financial planning
• Forecasting financial statements
• Capital budgeting
• Decision criteria
• Estimating cash flows
• Real options
• Capital structure decisions
• The levered firm
• Cash management
• Financial distress
• Hedging risk
• Warrants and convertibles
• Principles of corporate finance
• Understanding options
• Valuing options
• Financial analysis
• Financial manager
• Financial institutions