MERGERS, ACQUISITIONS AND CORPORATE RESTRUCTURING
ECO2045308, A.A. 2016/17
Principali informazioni sull'insegnamento
Dettaglio crediti formativi
||Attività formative affini o integrative
Modalità di erogazione
|Periodo di erogazione
|Anno di corso
|Modalità di erogazione
Organizzazione della didattica
|Inizio attività didattiche
|Fine attività didattiche
|3 Commissione AA 2016/17
The course presumes that students have knowledge of basic accounting, economics, and financial management concepts and tools. Students should have had at least one course in accounting, finance, and economics.
COMPUTER SKILL REQUIREMENTS:
Students will need to know how to use spreadsheet and word processing software. I do not encourage the use of computers in class however they will be permitted as long as their use is limited to class discussion.
Conoscenze e abilita' da acquisire:
||INTENDED LEARNING OUTCOMES:
Providing students with knowledge of the following:
1. understanding the role of M&A transactions in corporate strategy (growth, business development, internationalization, corporate restructuring, etc.);
2. understanding different perspectives and types of M&A transactions;
3. examining the acquisition process (intelligence, valuation, due-diligence, negotiation, etc.);
4. segmenting the buy-side: strategic investors, financial investors, VC, PE, distressed, funds, etc.;
5. analyzing corporate restructuring process and related M&A activities.
Through the above general learning outcomes, the course will provide the students with an understanding of:
- what corporate restructuring is and why it occurs;
- how value is created (or destroyed) as a result of corporate mergers, acquisitions, divestitures, spin-offs, etc., through in-depth analysis of how to “do a deal;”
- commonly used takeover tactics and defenses;
- alliances/joint ventures as alternatives to mergers and acquisitions;
- how and when to apply valuation techniques under special circumstances;
- the practical limitations of the various valuation techniques;
- the importance of understanding assumptions underlying business valuations.
Modalita' di esame:
All students are expected to be in class, fully prepared, and to actively participate in class.
Proposal of an hypothetical transaction starting from a given M&A case (using frameworks and data provided). Class presentation of the case and the proposed transaction.
Criteri di valutazione:
Students will be evaluated as follows:
Class participation/contribution 30%
Group project/presentation 10%
Final exam 60%
||COURSE OVERVIEW AND OBJECTIVES:
The course aims at illustrating the main topics related to M&A transactions and Corporate Restructuring activities. The course examines the finance, economics and business strategies that underlie many corporate transactions (mergers, acquisitions, tender offers, leveraged buyouts, divestures, spin-offs, liquidations and reorganizations) and investigates on the relevance of corporate restructuring in today’s global and local economies and on the role of M&A activity in the life cycle of a company. We analyze the buy-side and sell-side process by looking at the various roles, activities and responsibilities in a typical M&A deal. Different situations and investment perspectives will be illustrated to better explain the segmentation of the buy-side. Case studies and examples will provide students with references to recent deals and specific transactions (domestic and cross-border) throughout the course.
Attivita' di apprendimento previste e metodologie di insegnamento:
All major elements of the acquisition process will be discussed in the context of a logical process. The course will involve the application of what the student may have learned in such courses as finance, accounting, micro and macroeconomics, marketing, management, entrepreneurship, strategy and financial modeling.
As part of pre-class preparation and in-class discussion, students will be asked to solve both quantitative and qualitative problems and to analyze both publicly traded and privately owned companies involving valuing synergy, leveraged buy-outs, etc. Illustrations will include practical ways to evaluate different investment opportunities.
We will have 2-3 guest speakers who are senior experts in certain areas of M&A including strategic transactions, investment banking, corporate law, or senior executives of highly respected private equity firms or corporations. These speakers bring a wealth of experience to the course and greatly enhance the student’s educational experience. This will likely result in some rescheduling of the course coverage for a particular weekly topic to accommodate the schedules of our speakers. While there will be ample notice, the weekly Syllabus that follows may need to rearranged on a limited basis.
The course is organized into major topics which define the following modules:
1. Introduction to M&A and investment banking services:
- Introduction to M&A
- Merger waves, recent trends on global M&A activity
- M&A within the investment banking services: key roles and players
2. Types of acquisitions/takeovers and motivation for M&A
3. Strategic approach to M&A and key competitive analysis frameworks:
- Competitive intelligence and analysis
- Frameworks on market/competitive analysis, growth and integration (Porter's 5F, SWOT, value chain, etc.)
- M&A drivers and value creation
- Horizontal and vertical integration
4. M&A Process: sell-side and buy-side activities
- M&A process overview.
- Sell-side and buy-side: approach, process and activities.
- Target scouting and selection/potential purchasers, teaser and information memorandum.
- Due-diligence and investment decision.
- Deal structuring and negotiation. Termsheet/SPA
- Advisers and banks in M&A.
5. Strategic alliances as an alternative to M&A
- Strategic alliances as an alternative to M&A.
- Selected short cases and examples of horizontal and vertical integration.
- Domestic vs corss-border M&A.
6. Strategic vs financial investors: introduction to VC and PE
- Strategic vs financial investors: venture capital and private equity.
- The market of private equity in Italy
7. Target valuation, LBOs. Selected acquisition case studies
- Target valuation, recap major valuation techniques.
- Selected case studies on VC/PE investments, leverage buy-outs and different valuation methods.
8. Traditional vs distressed M&A. Turnaround and distressed investors
9. Case study discussion and group projects presentations
Eventuali indicazioni sui materiali di studio:
S. Sudarsanarm, Creating Value from Mergers and Acquisitions, Prentice Hall, 2010 (selected chapters)
Articles, slides and cases will be provided by the instructor during the course.
The instructor will make extensive use of the course website. The course website will have a variety of relevant materials related to the course subjects as well as many lecture notes in the form of Power Point presentation.
OTHER REFERENCE TEXTS:
Students are advised to have access to a financial accounting text as well as finance or corporate finance text. Some of them are:
- Donald M. DePamphilis Mergers, Acquisitions, and Other Restructuring Activities: An Integrated Approach to Process, Tools, Cases, and Solutions, 6th edition, Academic Press, San Diego, Ca., 2011.
- S.C. Gilson, E.I. Altman, Creating Value Through Corporate Restructuring: Case Studies in Bankruptcies, Buyouts, and Breakups, Wiley Finance, 2010
- E. Arzac, Valuation for Mergers, Buyouts and Restructuring, Wiley Finance, 2008
- E. Talmor and F. Vasvari, International Private Equity, Wiley & Sons, 2011
- T. Koller, M. Goedhart, D. Wessels, Valuation (University Edition), Wiley & Sons, 2010
Testi di riferimento:
S. Sudarsanarm, Creating Value from Mergers and Acquisitions. --: Prentice Hall, 2010.