Mergers, Acquisitions, and Other Restructuring Activities

Donald M. DePamphilis has a Ph.D. in economics from Harvard University and has managed more than 30 acquisitions, divestitures, joint ventures, minority investments, as well as licensing and supply agreements. He is Emeritus Clinical Professor of Finance at the College of Business Administration at Loyola Marymount University in Los Angeles. He has also taught mergers and acquisitions and corporate restructuring at the Graduate School of Management at the University of California, Irvine, and Chapman University to undergraduates, MBA, and Executive MBA students. He has published a number of articles on economic forecasting, business planning, and marketing. As Vice President of Electronic Commerce at Experian, Dr. DePamphilis managed the development of an award winning Web Site. He was also Vice President of Business Development at TRW Information Systems and Services, Director of Planning at TRW, and Chief Economist at National Steel Corporation

PART I—The Mergers and Acquisitions Environment 1. Introduction to Mergers, Acquisitions, and Other Restructuring Activities

2. The Regulatory Environment

3. The Corporate Takeover Market: Common Takeover Tactics, Anti-Takeover Defenses, and Corporate Governance

PART II—The Mergers and Acquisitions Process: Phases 1–10

4. Planning: Developing Business and Acquisition Plans: Phases 1 and 2 of the Acquisition Process

5. Implementation: Search Through Closing: Phases 3 to 10 of the Acquisition Process

6. Postclosing Integration: Mergers, Acquisitions, and Business Alliances

PART III—Merger and Acquisitions Valuation and Modeling

7. Merger and Acquisition Cash Flow Valuation Basics

8. Relative, Asset-Oriented, and Real Option Valuation Basics

9. Applying Financial Models to Value, Structure, and Negotiate Mergers and Acquisitions

10. Analysis and Valuation of Privately Held Companies

PART IV—Deal Structuring and Financing Strategies

11. Structuring the Deal: Payment and Legal Considerations

12. Structuring the Deal: Tax and Accounting Considerations

13. Financing the Deal: Private Equity, Hedge Funds, and Other Sources of Funds

14. Highly Leveraged Transactions: LBO Valuation and Modeling Basics

PART V—Alternative Business and Restructuring Strategies

15. Business Alliances: Joint Ventures, Partnerships, Strategic Alliances, and Licensing

16. Alternative Exit and Restructuring Strategies: Divestitures, Spin-offs, Carve-outs, Split-Ups, and Split-Offs

17. Alternative Exit and Restructuring Strategies: Bankruptcy Reorganization and Liquidation

18. Cross-Border Mergers and Acquisitions: Analysis and Valuation