The Art of Capital Restructuring

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.

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. McGee 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