应用收购与兼并APPLIED MERGERS AND ACQUISITIONS

A comprehensive guide to the world of mergers and acquisitions
　　Why do so many M&A transactions fail? And what drives the success of those deals that are consummated? Robert Bruner explains that M&A can be understood as a response by managers to forces of turbulence in their environment. Despite the material failure rates of mergers and acquisitions, those pulling the trigger on key strategic decisions can make them work if they spend great care and rigor in the development of their M&A deals. By addressing the key factors of M&A success and failure, Applied Mergers and Acquisitions can help readers do this. Written by one of the foremost thinkers and educators in the field, this invaluable resource teaches readers the art and science of M&A valuation, deal negotiation, and bargaining, and provides a framework for considering tradeoffs in an effort to optimize the value of any M&A deal. Applied Mergers and Acquisitions is part of a complete suite of resources on M&A that includes a workbook and a CD-ROM with additional spreadsheets.
　　Robert F. Bruner, MBA, DBA (Charlottesville, VA), is the Distinguished Professor of Business Administration at the Darden School at the University of Virginia and Executive Director of the Batten Institute. He directs the Darden School's executive education course on mergers and acquisitions, and teaches the popular MBA elective on that topic. He holds a BA from Yale University, and a MBA and DBA from Harvard University.0471395064 A comprehensive guide to the world of mergers and acquisitions 0471395064 A comprehensive guide to the world of mergers and acquisitions
　　Why do so many M&A transactions fail? And what drives the success of those deals that are consummated? Robert Bruner explains that M&A can be understood as a response by managers to forces of turbulence in their environment. Despite the material failure rates of mergers and acquisitions, those pulling the trigger on key strategic decisions can make them work if they spend great care and rigor in the development of their M&A deals. By addressing the key factors of M&A success and failure, Applied Mergers and Acquisitions can help readers do this. Written by one of the foremost thinkers and educators in the field, this invaluable resource teaches readers the art and science of M&A valuation, deal negotiation, and bargaining, and provides a framework for considering tradeoffs in an effort to optimize the value of any M&A deal. Applied Mergers and Acquisitions is part of a complete suite of resources on M&A that includes a workbook and a CD-ROM with additional spreadsheets.
　　Robert F. Bruner, MBA, DBA (Charlottesville, VA), is the Distinguished Professor of Business Administration at the Darden School at the University of Virginia and Executive Director of the Batten Institute. He directs the Darden School's executive education course on mergers and acquisitions, and teaches the popular MBA elective on that topic. He holds a BA from Yale University, and a MBA and DBA from Harvard University.

作者简介：
ROBERT F. BRUNER is the Distinguished Professor of Business Administration at the Darden School of the University of Virginia and Executive Director of the Batten Institute. He directs the Darden School’s executive education course on mergers and acquisitions, and teaches the popular MBA elective on that topic. He is the author of over 250 case studies and a casebook, Case Studies in Finance: Managing for Corporate Value Creation, which has been adopted for use at over 200 schools. Bruner’s articles have been published in the Journal of Financial Economics, the Journal of Accounting and Economics, the Journal of Financial and Quantitative Analysis, the Journal of Money, Credit, and Banking, and Financial Management. He has served as a consultant to over twenty corporations as well as to the U.S. Government, and prior to his academic career, worked as a commercial banker and venture capitalist. Bruner holds a BA from Yale University, and an MBA and DBA from Harvard University.

Foreword.
Preface.
PART ONE: INTRODUCTION AND KEY THEMES.
　CHAPTER 1: Introduction and Executive Summary
　CHAPTER 2: Ethics in M&A
　CHAPTER 3: Does M&A Pay?
PART TWO: STRATEGY AND THE ORIGINATION OF TRANSACTION PROPOSALS.
　CHAPTER 4: M&A Activity
　CHAPTER 5: Cross-Border M&A
　CHAPTER 6: Strategy and the Uses of M&A to Grow or Restructure the Firm
　CHAPTER 7: Acquisition Search and Deal Origination: Some Guiding Principles
PART THREE Diligence,Valuation,and Accounting
　CHAPTER 8: Due Diligence
　CHAPTER 9: Valuing Firms
　CHAPTER 10: Valuing Options
　CHAPTER 11: Valuing Synergies
　CHAPTER 12: Valuing the Firm across Borders
　CHAPTER 13: Valuing the Highly Levered Firm, Assessing the Highly Levered Transaction
　CHAPTER 14: Real Options and Their Impact on M&A
　CHAPTER 15: Valuing Liquidity and Control
　CHAPTER 16: Financial Accounting for Mergers and Acquisitions
　CHAPTER 17: Momentum Acquisition Strategies: An Illustration of Why Value Creation Is the Best PART FOUR: DESIGN OF DETAILED TRANSACTION TERMS.
　CHAPTER 18: An Introduction to Deal Design in M & A.
　CHAPTER 19: Choosing the Form of Acquisitive Reorganization
　CHAPTER 20: Choosing the Form of Payment and Financing
　CHAPTER 21: Framework for Structuring the Terms of Exchange: Finding the “Win-Win” Deal
　CHAPTER 22: Structuring and Valuing Contingent Payments in M&A
　CHAPTER 23: Risk Management in M&A
　CHAPTER 24: Social Issues
PART FIVE: RULES OF THE ROAD: GOVERNANCE, LAWS, AND REGULATIONS.
　CHAPTER 25: How a Negotiated Deal Takes Place
　CHAPTER 26: Governance in M&A: The Board of Directors and Shareholder Voting
　CHAPTER 27: Rules of the Road: Securities Law, Issuance Process, Disclosure, and Insider Trading
　CHAPTER 28: Rules of the Road: Antitrust Law
　CHAPTER 29: Documenting the M&A Deal
PART SIX: COMPETITION, HOSTILITY, AND BEHAVIORAL EFFECTS IN M&A.
　CHAPTER 30: Negotiating the Deal
　CHAPTER 31: Auctions in M&A
　CHAPTER 32: Hostile Takeovers: Preparing a Bid in Light of Competition and Arbitrage
　CHAPTER 33: Takeover Attack and Defense
　CHAPTER 34: The Leveraged Restructuring as a Takeover Defense: The Case of American Standard
PART SEVEN: Communication, Integration, and Best Practice.
　CHAPTER 35: Communicating the Deal: Gaining Mandates, Approvals, and Support
　CHAPTER 36: Framework for Postmerger Integration
　CHAPTER 37: Corporate Development as a Strategic Capability: The Approach of GE Power Systems
　CHAPTER 38: M&A “Best Practices”: Some Lessons and Next Steps
About the CD-ROM.
References and Suggestions for Further Reading.
Index.