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<p>PREFACE xi</p> <p><b>CHAPTER 1 Buyers and Sellers and Their People 1</b></p> <p>Sellers 2</p> <p>Buyers 11</p> <p><b>CHAPTER 2 Deal Player Ecosystem 31</b></p> <p>Key Supporting Players 31</p> <p>Supporting Players Interacting with the Principals 33</p> <p><b>CHAPTER 3 Executive Management 37</b></p> <p>What’s Their Role? 40</p> <p>The People and What They Do 43</p> <p>Economic Model and Their Incentives/Biases 49</p> <p>Management of or Interaction with Executive Management 52</p> <p><b>CHAPTER 4 In-House Corporate Development Staff 59</b></p> <p>What’s Their Role? 60</p> <p>The People and What They Do 76</p> <p>Economic Model and Their Incentives/Biases 79</p> <p>Management of or Interaction with Corporate Development Staff 80</p> <p><b>CHAPTER 5 Line Management 85</b></p> <p>What’s Their Role? 86</p> <p>The People and What They Do 87</p> <p>Economic Model and Their Incentives/Biases 92</p> <p>Management of or Interaction with Line Management 95</p> <p><b>CHAPTER 6 Board of Directors 99</b></p> <p>What’s Their Role? 100</p> <p>The People and What They Do 102</p> <p>Economic Model and Their Incentives/Biases 104</p> <p>Management of or Interaction with the Board of Directors 106</p> <p><b>CHAPTER 7 Equity Holders 109</b></p> <p>Founders 109</p> <p>Public and Institutional Shareholders 117</p> <p><b>CHAPTER 8 Private Investors 129</b></p> <p>What’s Their Role? 131</p> <p>The People and What They Do 136</p> <p>Economic Model and Their Incentives/Biases 146</p> <p>Management of or Interaction with Private Investors 149</p> <p><b>CHAPTER 9 Lawyers 153</b></p> <p>What’s Their Role? 156</p> <p>The People and What They Do 165</p> <p>Economic Model and Their Incentives/Biases 167</p> <p>Management of or Interaction with Lawyers 168</p> <p>Variations 169</p> <p><b>CHAPTER 10 Investment Bankers 177</b></p> <p>What’s Their Role? 177</p> <p>The People and What They Do 186</p> <p>Economic Model and Their Incentives/Biases 188</p> <p>Management of or Interaction with Investment Bankers 191 Variations 193</p> <p><b>CHAPTER 11 Other Advisors 199</b></p> <p>Consultants/Auditors 199</p> <p>Public Relations/Communications Firm 202</p> <p>Proxy/Shareholder Services Firm 203</p> <p>Financial Printers 204</p> <p><b>CHAPTER 12 Regulators and The Press 207</b></p> <p>Regulators 207</p> <p>The Press 212</p> <p>Index 217</p>

"….is an excellent reference for finance officers, with specific advise for them on all aspects of M&A.." (<i>Accounting Today</i>; Sept 24-Oct 7, 2007)

<p><b>MICHAEL E. S. FRANKEL</b> has led and negotiated over ninety acquisitions, equity investments, and other strategic transactions as a corporate development officer, investment banker, and attorney. He is the author of <i>Mergers and Acquisitions Basics</i> (Wiley) and is a frequent speaker on M&A and Strategic Transactions. He currently serves as Executive Vice President of Corporate Development and Strategy at Information Resources, Inc. (IRI). Prior to joining IRI, Frankel served as vice president of business development at GE Capital. He has also held positions as vice president of corporate development at VeriSign, where his team completed ten acquisitions and twenty equity investments, and as vice president in the investment banking group of Merrill Lynch, where he worked on a variety of acquisitions, IPOs, and other public market transactions including the IPO of UPS. He has also worked as an associate with Skadden, Arps, Slate, Meagher & Flom and as manager of international strategy at the Chicago Mercantile Exchange. He has a BA, MA, JD, and MBA from the University of Chicago.

<p><b>MERGERS AND ACQUISITIONS DEAL-MAKERS</b></br> BUILDING A WINNING TEAM</br> SECOND EDITION <p>Countless mergers take place every year, giving the impression—on paper, at least—of making sound financial and strategic sense, yet many disintegrate or fail to meet expectations because the crucial strategic element of understanding the actual players, their agendas, and biases is often neglected or overlooked. <i>Mergers and Acquisitions Deal-Makers: Building a Winning Team, Second Edition</i> takes you behind the scenes of strategic transactions to keep you one step ahead of all the players and make the deal happen. <p>Drawing from author Michael Frankel's unique experience working with companies in the process of merging, he provides an insider's look, complete with the pitfalls as well as the best practices, of all the players—from the buyers and the sellers, to the institutional shareholders, to private investors—with insights on how to work smart with each player as well as the economic and incentive models that drive each one. <p>Premised on the idea that the individual players in a merger are the key to understanding the deal, <i>Mergers and Acquisitions Deal-Makers: Building a Winning Team, Second Edition</i> begins by discussing the buyer and seller as unified entities, then peels back the legal façade at the deal table to reveal the individuals behind the details, including: <ul> <li>Executive management</li> <li>In-house corporate development</li> <li>Line management</li> <li>Board of directors</li> <li>Equity holders</li> <li>Private investors</li> <li>Lawyers and investment bankers</li> </ul> <p>Equally valuable reading for deal specialists who carry out strategic transactions for a living as well as for business people who encounter mergers and acquisitions on occasion and simply want to understand how they work, <i>Mergers and Acquisitions Deal-Makers: Building a Winning Team, Second Edition</i> gives you straight talk on leveraging the most important component of the deal: the players, how they work, and how to effectively manage them.

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