Details

Material Adverse Change

Lessons from Failed M&As
Wiley Finance 1. Aufl.

von: Robert V. Stefanowski
41,99 €
Verlag:	Wiley
Format:	PDF
Veröffentl.:	22.03.2018
ISBN/EAN:	9781118222430
Sprache:	englisch
Anzahl Seiten:	216

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Beschreibungen

Titelbeschreibung

Boost M&A outcomes with less risk by learning from mistakes of the past Material 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. <ul> <li>Explore the true root causes of M&A failures of the past</li> <li>Analyze the personality traits that drive suboptimal outcomes</li> <li>Implement new practices to avoid mistakes and close successful deals</li> </ul> <ul> <li>Learn why common-sense errors are repeated over and over again</li> </ul> The 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.

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 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

Autorenportrait

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.

Back cover copy

THE SECRET TO REDUCING RISK AND OPTIMIZING VALUE IN M&A DEALS Material Adverse Change improves your merger and acquisition (M&A) skillset by showcasing the prevalent causes of failed deals through real world examinations into an illuminating collection of the biggest failures around the world. Written by an industry influencer with more than two decades of experience at the highest levels of practice and academia, this game-changing guide takes you inside the real causes of M&A breakdowns so you can master the soft skills and techniques driving today's most successful deals. This single authoritative resource shows you: <ul> <li>The ins and outs of the material adverse change (MAC) clause and why this underused part of the contract is critical to reducing risk and arriving at better outcomes.</li> <li>A behind-the-scenes look at how forward-thinking organizations are positively growing from an increasing trend in cross-border M&A deals.</li> <li>Exactly what you need to do to drive M&A excellence, including how to be more sensitive to the impact of different cultures on deals, and suggestions on how to improve your negotiating skills to drive better outcomes.</li> </ul> The due diligence for your next M&A deal starts with Material Adverse Change. This step-by-step guide shows you how to: <ul> <li>Optimize the time between signing and closing in a continuing era of MAC clauses becoming more restrictive and harder to enforce</li> <li>Strategically anticipate the impact that culture, due diligence and the regulatory framework play in your M&A negotiations in order to both save the deal and avoid paying costly fees</li> <li>Take negotiations beyond the legal contract to find pragmatic solutions to problems encountered that can prevent good deals from falling apart</li> </ul> A signed contract doesn't make a done deal, and with Material Adverse Change, you can fine tune your negotiations to ensure positive outcomes.