Material Adverse Change: Lessons from Failed M&As (Wiley Finance)

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en Limba Engleză Carte Hardback – 05 Jun 2018
Boost M&A outcomes with less risk by learning from mistakes of the past
Material Adverse Change will help you close more successful mergers and acquisitions by analyzing the common root causes of deal failures from before the Great Recession to today. The time between signing and closing a deal is a particularly risky period where the buyer has committed to purchase the company, but the seller continues to operate it while waiting for regulatory approval or funding to close out the deal. A Material Adverse Change clause allows the buyer to back out of the transaction if certain adverse events occur during this period. By designing this safety net into the contract, you re free to take the time to examine records, meet with employees, and fully understand the legal issues at hand. If the target loses value during that time, in certain cases, you re free to walk away. This book explores the full power of the Material Adverse Change clause, and today s M&A in general. You ll dig into the real causes of M&A failure, and discover the traits and practices that lead to poor results as you learn how to avoid these common mistakes and drive more successful deals. Recent case studies highlight common mistakes made and propagated by otherwise intelligent people, so you can identify and eliminate these practices within your own organization.
A large acquisition is already a delicate balancing act. Why complicate it with the exponential risk by not doing your homework? This book shows you how to apply best practices to increase your chances of successful deals and avoid potentially career ending mistakes. 
  • Explore the true root causes of M&A failures of the past
  • Analyze the personality traits that drive suboptimal outcomes
  • Implement new practices to avoid mistakes and close successful deals
  • Learn why common–sense errors are repeated over and over again
The M&A market has grown to become a major factor in the global economy, yet many buyers do less investigation than consumers making everyday purchases. Material Adverse Change shows you how to slash risk and improve your chances of completing better deals.
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ISBN-13: 9781118066898
ISBN-10: 1118066898
Pagini: 216
Dimensiuni: 161 x 236 x 21 mm
Greutate: 0.41 kg
Editura: Wiley
Seria Wiley Finance

Locul publicării: Hoboken, United States

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Textul de pe ultima copertă

Material Adverse Change improves your merger and acquisition (M&A) skillset by showcasing the prevalent causes of failed deals through real world examinations into an illuminating collection of the biggest failures around the world.
Written by an industry influencer with more than two decades of experience at the highest levels of practice and academia, this game–changing guide takes you inside the real causes of M&A breakdowns so you can master the soft skills and techniques driving today′s most successful deals. This single authoritative resource shows you:
  • The ins and outs of the material adverse change (MAC) clause and why this underused part of the contract is critical to reducing risk and arriving at better outcomes.
  • A behind–the–scenes look at how forward–thinking organizations are positively growing from an increasing trend in cross–border M&A deals.
  • Exactly what you need to do to drive M&A excellence, including how to be more sensitive to the impact of different cultures on deals, and suggestions on how to improve your negotiating skills to drive better outcomes.
The due diligence for your next M&A deal starts with Material Adverse Change. This step–by–step guide shows you how to:
  • Optimize the time between signing and closing in a continuing era of MAC clauses becoming more restrictive and harder to enforce
  • Strategically anticipate the impact that culture, due diligence and the regulatory framework play in your M&A negotiations in order to both save the deal and avoid paying costly fees
  • Take negotiations beyond the legal contract to find pragmatic solutions to problems encountered that can prevent good deals from falling apart
A signed contract doesn′t make a done deal, and with Material Adverse Change, you can fine tune your negotiations to ensure positive outcomes.


Introduction: The Risks and Opportunities of Doing a Deal xi
CHAPTER 1 Why Bad Deals Happen 1
A Practical Approach to Mergers and Acquisitions 3
A Case Study: RBS Buys ABN AMRO 4
Motivations for Deals 5
A Case Study: Bank of America Buys Merrill Lynch 5
Using M&A to Divert Attention 12
Using M&A to Grow Quickly 12
Using M&A to Solve Problems 13
Horizontal and Vertical Mergers 14
Conclusion 16
CHAPTER 2 Buy or Build? 19
A Case Study: Commerce Bank 21
A Case Study: Metro Bank 26
Is There Anything in Between? 29
A Case Study: Dow Corning Joint Venture 31
A Case Study: Bucknell Industries 32
Conclusion 34
CHAPTER 3 Let the Buyer Beware 37
Wachovia Buys Golden West 40
AOL Time Warner Merger 46
Wells Fargo Buys Wachovia 48
CHAPTER 4 The Opportunities and Risks of Expanding Your Business Globally 51
Telenor India Joint Venture 54
Telenor s Global Strategy over Time 56
Telenor Expands into Eastern Europe 57
Telenor Pushes into Asia 59
The Telenor Unitech Joint Venture 61
Postmortem on the Telenor Unitech Joint Venture 63
Lessons Learned 64
Trends for the Future 67
CHAPTER 5 Culture Is Critical 69
A Case Study from China 71
A Case Study from Japan 74
A Summary of Other Best Practices 76
CHAPTER 6 Who Is Behind the Curtain? 85
A Case Study: Lloyds HBOS 87
A Case Study: Kraft Buys Cadbury 96
CHAPTER 7 Is It Too Late to Back Out? 103
Case Study One: Bank of America Purchases Merrill Lynch 106
Case Study Two: AT&T/T Mobile 110
Case Study Three: Verizon Bids for Yahoo 115
Conclusion 116
CHAPTER 8 How to Negotiate a Better Deal 119
Ten Best Practices for Effective Negotiation 124
CHAPTER 9 Making It Right 135
Background 137
Be Strategic 138
Maintain a Rational Organizational Structure 140
Structure the Deal Properly 141
Recognize the Importance of Brand 142
Efficient Distribution 143
Beware of Culture 144
Have Financing Lined Up in Advance 145
Establish an Appropriate M&A Approval Process 145
Integrate Early and Often 146
Clear Legal and Regulatory Process 146
Don t Overpay 147
Continuous Learning 148
A Case Study: J.P. Morgan Buys Bear Stearns 148
Conclusion 152
CHAPTER 10 Where Do We Go from Here? 155
How Fast We Forget 157
APPENDIX A Trinity International/American Public Media Group: Material Adverse Change Clause 169
APPENDIX B Bank of America/Merrill: Material Adverse Change Clause 171
About the Author 175
Index 177

Notă biografică

ROBERT V. STEFANOWSKI is an independent consultant on business strategy, leadership, finance, and M&A throughout North America, Europe, and Asia. A current member of the McKinsey & Company Mergers & Acquisitions Advisory Board, he′s also been President and CEO of numerous business units at General Electric Company and CFO of UBS Investment Bank. A Visiting Professor of Management Practice at Oxford University, he is the author of Making M&A Deals Happen.