Chapter_3收购、兼并和重组课后题目.ppt

* * * * * * * * * * * * * * * * * The Corporate Takeover Market Common Takeover Tactics, Takeover Defenses, and Corporate Governance Treat a person as he is, and he will remain as he is. Treat him as he could be, and he will become what he should be. —Jimmy Johnson Exhibit 1: Course Layout: Mergers, Acquisitions, and Other Restructuring Activities Part IV: Deal Structuring and Financing Part II: MA Process Part I: MA Environment Ch. 11: Payment and Legal Considerations Ch. 7: Discounted Cash Flow Valuation Ch. 9: Financial Modeling Techniques Ch. 6: MA Postclosing Integration Ch. 4: Business and Acquisition Plans Ch. 5: Search through Closing Activities Part V: Alternative Business and Restructuring Strategies Ch. 12: Accounting Tax Considerations Ch. 15: Business Alliances Ch. 16: Divestitures, Spin-Offs, Split-Offs, and Equity Carve-Outs Ch. 17: Bankruptcy and Liquidation Ch. 2: Regulatory Considerations Ch. 1: Motivations for MA Part III: MA Valuation and Modeling Ch. 3: Takeover Tactics, Defenses, and Corporate Governance Ch. 13: Financing the Deal Ch. 8: Relative Valuation Methodologies Ch. 18: Cross-Border Transactions Ch. 14: Valuing Highly Leveraged Transactions Ch. 10: Private Company Valuation Current Lecture Learning Objectives Providing students with an understanding of Corporate governance and its role in protecting stakeholders in the firm; Factors external and internal to the firm affecting corporate governance; Common takeover tactics employed in the market for corporate control and when and why they are used; and Common takeover defenses employed by target firms and when and why they are used. Alternative Models of Corporate Control Market model applies when: Capital markets are liquid Equity ownership is widely dispersed Board members are largely independent Ownership control are separate Financial disclosure is high Shareholder