Mergers, acquisitions, and corporate restructurings / Patrick A. Gaughan.

Format:

Book

Author/Creator:

Gaughan, Patrick A., author.

Series:

Wiley corporate F & A series.

Wiley Corporate F&A series

Language:

English

Subjects (All):

Consolidation and merger of corporations.

Corporate reorganizations.

Physical Description:

1 online resource (1629 p.)

Edition:

Sixth edition.

Place of Publication:

Hoboken, New Jersey : Wiley, 2015.

Language Note:

English

System Details:

text file

Summary:

The comprehensive guide to mergers, acquisitions, and corporate restructurings Mergers, Acquisitions, and Corporate Restructurings is an all-inclusive guide to M&As that illustrates how restructuring can be used successfully, how each form works, and the laws that govern them. This updated edition includes the latest statistics, research, graphs, and case studies on the private equity market, ethics, legal frameworks, and corporate governance, presented in a more approachable, manageable way. Written from a practical and historical perspective, this book carefully analyzes the strategies and

Contents:

Cover; Table of Contents; Series Page; Title Page; Copyright; Preface; Part I: Background; Chapter 1: Introduction; Recent M&A Trends; Terminology; Valuing a Transaction; Types of Mergers; Merger Consideration; Merger Professionals; Merger Arbitrage; Leveraged Buyouts and the Private Equity Market; Corporate Restructuring; Merger Negotiations; Merger Agreement; Merger Approval Procedures; Deal Closing; Short-Form Merger; Freeze-Outs and the Treatment of Minority Shareholders; Reverse Mergers; Holding Companies; Chapter 2: History of Mergers; Merger Waves; What Causes Merger Waves?

First Wave, 1897-1904 Second Wave, 1916-1929; The 1940's; Third Wave, 1965-1969; Trendsetting Mergers of the 1970's; Fourth Wave, 1984-1989; Fifth Wave; Sixth Merger Wave; Chapter 3: Legal Framework; Laws Governing Mergers, Acquisitions, and Tender Offers; Other Specific Takeover Rules in the United States; International Securities Laws Relating to Takeovers; U.S. State Corporation Laws and Legal Principles; State Anti-takeover Laws; Regulation of Insider Trading; Antitrust Laws; Measuring Concentration and Defining Market Share; European Competition Policy; Chapter 4: Merger Strategy; Growth

Synergy Operating Synergy; Diversification; Types of Focus Increases; Focus Increasing Asset Sales Increase Firm Values; Explanation for the Diversification Discount; Do Diversified or Focused Firms Do Better Acquisitions?; Other Economic Motives; Hubris Hypothesis of Takeovers; Do Managerial Agendas Drive M&A?; Other Motives; Part II: Hostile Takeovers; Chapter 5: Anti-takeover Measures; Management Entrenchment Hypothesis versus Stockholder Interests Hypothesis; Rights of Targets Boards to Resist: United States Compared to the Rest of the World; Preventative Anti-takeover Measures

Changing the State of Incorporation Active Anti takeover Defenses; Information Content of Takeover Resistance; Chapter 6: Takeover Tactics; Preliminary Takeover Steps; Tender Offers; Advantages of Tender Offers over Open Market Purchases; Proxy Fights; Chapter 7: Hedge Funds as Activist Investors; Macroeconomic Foundations of the Growth of Activist Funds; Hedge Funds as Acquirers; Part III: Going-Private Transactions and Leveraged Buyouts; Chapter 8: Going-Private Transactions and Leveraged Buyouts; Terminology; Historical Trends in LBOs; Management Buyouts

Conflicts of Interest in Management Buyouts U.S. Courts' Position on Leveraged Buyout Conflicts; Financing for Leveraged Buyouts; Returns to Stockholders from LBOs; Returns to Stockholders from Divisional Buyouts; Empirical Research on Wealth Transfer Effects; Protection for Creditors; Intra-industry Effects of Buyouts; Chapter 9: The Private Equity Market; History of the Private Equity and LBO Business; Private Equity Market; Secondary Market for Private Equity Investments; Chapter 10: The Junk Bond and the Leveraged Loan Market and Stapled Financing; History of the Junk Bond Market

Leveraged Loan Market

Notes:

Includes index.

Includes bibliographical references and index.

Description based on print version record.

ISBN:

9781119063360

1119063361

9781119063353

1119063353

OCLC:

895388051