The most up-to-date guide on making the right capital
restructuring moves
The Art of Capital Restructuring provides a fresh look at
the current state of mergers, acquisitions, and corporate
restructuring around the world. The dynamic nature of M&As
requires an evolving understanding of the field, and this book
considers several different forms of physical restructuring such as
divestitures as well as financial restructuring, which refers to
alterations in the capital structure of the firm.
The Art of Capital Restructuring not only explains the
financial aspects of these transactions but also examines legal,
regulatory, tax, ethical, social, and behavioral considerations. In
addition to this timely information, coverage also includes
discussion of basic concepts, motives, strategies, and techniques
as well as their application to increasingly complex, real-world
situations.
* Emphasizes best practices that lead to M&A success
* Contains important and relevant research studies based on
recent developments in the field
* Comprised of contributed chapters from both experienced
professionals and academics, offering a variety of perspectives and
a rich interplay of ideas
Skillfully blending theory with practice, this book will put you
in a better position to make the right decisions with regard to
capital restructuring in today’s dynamic business world.
Cuprins
Acknowledgments ix
1 Mergers, Acquisitions, and Corporate Restructuring: An Overview 1
H. Kent Baker and Halil Kiymaz
Part I Background
2 Merger Waves 17
Jarrad Harford
3 Takeover Regulation 39
Marina Martynova and Luc Renneboog
4 Corporate Governance and M&As 57
Fei Xie
5 Ethical and Social Issues in M&As 71
Robert W. Mc Gee
6 Theoretical Issues on Mergers, Acquisitions, and Divestitures 87
Abdul H. Rahman
7 The Short-Term and Long-Term Performance of M&As 105
Shantanu Dutta and Samir Saadi
Part II Valuation
8 Standard Valuation Methods for M&As 127
Pablo Fernandez
9 Real Options and Their Impact on M&As 151
Hemantha Herath and John S. Jahera Jr.
10 The Law and Finance of Control Premiums and Minority Discounts 169
Helen Bowers
11 Cross-Border Valuation Effects in Developed and Emerging Markets 185
Wenjie Chen
Part III the M&A Deal Process
12 Sources of Financing and Means of Payment in M&As 205
Marina Martynova and Luc Renneboog
13 Cultural Due Diligence 223
Ronald F. Piccolo and Mary Bardes
14 Negotiation Process, Bargaining Area, and Contingent Payments 243
William A. Grimm
15 Merger Negotiations: Takeover Process, Selling Procedure, and Deal Initiation 261
Nihat Aktas and Eric de Bodt
16 Postacquisition Planning and Integration 281
Olimpia Meglio and Arturo Capasso
17 Organizational and Human Resource Issues in M&As 297
Siddhartha S. Brahma
Part IV Takeovers and Behavioral Effects
18 Takeover Strategies 323
Shailendra (Shail) Pandit
19 Defensive Strategies in Takeovers 339
Christian Rauch and Mark Wahrenburg
20 The Impact of Restructuring on Bondholders 359
Luc Renneboog and Peter G. Szilagyi
21 Behavioral Effects in M&As 385
Jens Hagendorff
Part V Recapitalization and Restructuring
22 Financial Restructuring 401
Otgontsetseg Erhemjamts and Kartik Raman
23 Going Private and Leveraged Buyouts 419
Onur Bayar
24 International Takeovers and Restructuring 437
Rita Biswas
Part VI Special Topics
25 Joint Ventures and Strategic Alliances: Alternatives to M&As 461
Tomas Mantecon and James A. Conover
26 Fairness Opinions in M&As 483
Steven M. Davidoff, Anil K. Makhija, and Rajesh P. Narayanan
27 How Initial Public Offerings Affect M&A Markets: The Dual Tracking Phenomenon 495
Roberto Ragozzino and Jeffrey J. Reuer
28 The Diversification Discount 511
Seoungpil Ahn
29 Partial Acquisitions: Motivation and Consequences on Firm Performance 527
Pengcheng Zhu and Shantanu Dutta
Answers to End-of-Chapter Discussion Questions 545
Index 581
Despre autor
H. Kent Baker, Ph D, CFA, CMA, is University Professor of
Finance and Kogod Research Professor at the Kogod School of
Business at American University, Washington, D.C. He has published
extensively in leading academic and professional finance journals
including the Journal of Finance, Journal of Financial and
Quantitative Analysis, Financial Management, Financial Analysts
Journal, and Journal of Portfolio Management. He has
also published more than a dozen books including several corporate
finance textbooks. Recognized as one of the most prolific authors
in finance during the past 50 years, Professor Baker has consulting
and training experience with more than 100 organizations.
Halil Kiymaz is Bank of America Chair and Professor of
Finance at the Crummer Graduate School of Business at Rollins
College. He holds the Chartered Financial Analyst (CFA) designation
and has served as a grader for the CFA Institute. Professor Kiymaz
maintains an extensive research agenda focusing on everything from
international M&As to the financial management of
multinationals, and has published more than 50 articles in
scholarly and practitioner journals. He is the recipient of several
research awards, including the Mc Graw-Hill Irwin Best Paper Award
and Outstanding Research Award at the Global Conference on Business
and Finance.
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