Mergers and Acquisitions Deal-Makers (eBook)

MICHAEL E. S. FRANKEL 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 Mergers and Acquisitions Basics (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.

PREFACE xi

CHAPTER 1 Buyers and Sellers and Their People 1

Sellers 2

Buyers 11

CHAPTER 2 Deal Player Ecosystem 31

Key Supporting Players 31

Supporting Players Interacting with the Principals 33

CHAPTER 3 Executive Management 37

What's Their Role? 40

The People and What They Do 43

Economic Model and Their Incentives/Biases 49

Management of or Interaction with Executive Management 52

CHAPTER 4 In-House Corporate Development Staff 59

What's Their Role? 60

The People and What They Do 76

Economic Model and Their Incentives/Biases 79

Management of or Interaction with Corporate Development Staff 80

CHAPTER 5 Line Management 85

What's Their Role? 86

The People and What They Do 87

Economic Model and Their Incentives/Biases 92

Management of or Interaction with Line Management 95

CHAPTER 6 Board of Directors 99

What's Their Role? 100

The People and What They Do 102

Economic Model and Their Incentives/Biases 104

Management of or Interaction with the Board of Directors 106

CHAPTER 7 Equity Holders 109

Founders 109

Public and Institutional Shareholders 117

CHAPTER 8 Private Investors 129

What's Their Role? 131

The People and What They Do 136

Economic Model and Their Incentives/Biases 146

Management of or Interaction with Private Investors 149

CHAPTER 9 Lawyers 153

What's Their Role? 156

The People and What They Do 165

Economic Model and Their Incentives/Biases 167

Management of or Interaction with Lawyers 168

Variations 169

CHAPTER 10 Investment Bankers 177

What's Their Role? 177

The People and What They Do 186

Economic Model and Their Incentives/Biases 188

Management of or Interaction with Investment Bankers 191 Variations 193

CHAPTER 11 Other Advisors 199

Consultants/Auditors 199

Public Relations/Communications Firm 202

Proxy/Shareholder Services Firm 203

Financial Printers 204

CHAPTER 12 Regulators and The Press 207

Regulators 207

The Press 212

Index 217

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