Mergers & Acquisitions Sessions
Mergers & Acquisitions: Where Theory Meets Practice is a new kind of program at èßäÊÓƵapp Cox. We’re delivering practical intellectual stimulation that satisfies your academic curiosity and balances theory with ready-to-use insights. You get the academic rigor you expect plus interactive exercises, real-world case studies and lessons from leading industry practitioners that help you turn ideas into action.
This results-focused balance begins with leadership from Associate Dean Shane Goodwin, Ph.D., a former investment banker with more than 20 years of M&A experience on Wall Street, including Goldman Sachs and Citigroup.
In addition to our own expert faculty, Dr. Goodwin has tapped the unmatched èßäÊÓƵapp Cox network for M&A experts from Goldman Sachs, Evercore, AT&T, PepsiCo, Gibson Dunn, McDermott Will & Emery, and Kimberly-Clark, plus former strategy consultants from McKinsey and Bain.
M&A Strategy
For most companies now, M&A isn't an optional part of their strategy - it's an essential component. Treating M&A as a strategic capability can give companies an edge that their peers will struggle to replicate.
Primary objective: The M&A Environment: Motivations for M&A and why it occurs
Secondary objective: Provide an understanding of:
- The primary motivations for M&A activity;
- How to engage in M&A thematically with strategic rationale;
- Winning in M&A: How to become an advantaged acquirer and increase shareholder value;
- How to manage your reputation as an acquirer ;
- M&A activity in an historical context;
- Key empirical findings; and
- Primary reasons some M&A fail to meet expectations
Regulatory Considerations
The M&A Environment
Primary objective: to enable students to understand the key elements of selected federal and state regulations applicable to the M&A environment
Secondary objective: Provide students with an understanding of:
- The key elements of federal securities laws;
- Regulations governing tender offers;
- Antitrust laws, including the Sherman Act, Clayton Act and HSR;
- Antitrust regulatory procedures and guidelines;
- State regulations affecting M&A;
- Regulated industries and the implications for M&A;
- Environmental and labor laws affecting M&A;
- Important Federal legislation impacting M&A;
- Key elements of the Sarbanes-Oxley legislation and Dodd-Frank legislation; and
- Foreign investment regulations administered by the Committee on Foreign Investment in the United States (CFIUS or the Committee)
The M&A Process
Process Yields "Premium Valuation"
Primary learning objectives: To provide students with an understanding of:
- The highly practical “planning-based” approach to managing the acquisition process; and
- The issues associated with each phase of the M&A process
Secondary learning objectives: To provide students with an understanding of how to:
- Select the correct strategy from a range of reasonable alternatives;
- Develop an acquisition plan;
- Conduct an acquisition search, to screen potential candidates, and to make initial contact with potential targets;
- Identify the four concurrent activities within the negotiation phase and how they interact to determine purchase price;
- Identify the importance of pre-closing planning and post-closing execution; and
- Determine factors critical to successfully integrating businesses;
| Pre-Purchase Decision Activities | Phase 1: Business Plan Phase 2: Acquisition Plan Phase 3: Search Phase 4: Screen Phase 5: First Contact Phase 6: Negotiation |
| Post-Purchase Decision Activities | Phase 7: Integration Plan Phase 8: Closing Phase 9: Integration Phase 10: Evaluation |
Due Diligence
Primary objective: To enable students to understand how completing a due diligence process allows a potential buyer or investor to learn more about a company to finalize a transaction or investment.
Secondary objective: Provide students with an understanding of:
- Why it is a key step for any major transaction or investment;
- What information will need to be investigated before a deal can be finalized; and
- Key aspects of due diligence, including strategic "fit" assessment, financial performance, legal, environmental, and others
Discounted Cash Flow
Primary learning objectives: To provide students with an understanding of:
- Business valuation using discounted cash flow valuation techniques; and
- The importance of understanding assumptions underlying business valuations
Secondary learning objectives: To provide students with an understanding of:
- Discount rates and risk as applied to business valuation;
- How to analyze risk;
- Alternative definitions of cash flow and how and when they are applied;
- The advantages and disadvantages of the most commonly used discounted cash flow methodologies;
- The sensitivity of terminal values to changes in assumptions; and
- Adjusting firm value for non-operating assets and liabilities.
Relative Valuation
“If you think I’m crazy, you should see the guy who lives across the hall” - Jerry Seinfeld
Primary learning objective: To provide students with knowledge of alternatives to discounted cash flow valuation methods, including:- Market Approach
• Comparable companies
• Comparable transactions
• Same industry or comparable industry - Asset oriented approach
• Tangible book value
• Liquidation value
• Break-up value - Replacement Cost approach
- Weighted average method
Secondary learning objective: Enable students to understand how real options apply to M&A
Private Company Valuation
Primary learning objective: Provide students with a knowledge of how to analyze and value privately held firms
Secondary learning objectives: Provide students with a knowledge of:
- Characteristics of privately held businesses
- Challenges of valuing and analyzing privately held firms;
- Why and how private company financial statements may have to be recast; and
- How to adjust valuation for liquidity risk, the value of control, and minority risk
Accounting & Tax Considerations
Primary Learning Objective: To provide students with knowledge of how accounting treatment and tax considerations impact the deal structuring process.
Secondary Learning Objectives: To provide students with knowledge of
- Purchase (acquisition method) accounting used for financial reporting purposes;
- Goodwill and how it is created; and
- Alternative taxable and non-taxable transactions
Deal Structure & Legal Considerations
Primary Learning Objective: To provide students with a knowledge of the M&A deal structuring process
Secondary Learning Objectives: To enable students to understand:
- The primary components of the process;
- Payment considerations; and
- Transaction structuring and legal considerations
Post-Closing & Integration
Primary learning objectives: Key activities that make-up the integration process
Secondary learning objectives: To provide students with knowledge of:
- Post-merger integration organizations
- How to develop communication plans
- How to create a new organization
- How to develop staffing plans, and
- Integrating corporate cultures
Dr. Shane Goodwin & Dr. Russ Hamilton
Private Equity
Primary Learning Objective: To provide students with a working knowledge of private equity and leveraged buyouts (“LBOs”)
Secondary Learning Objectives: To provide students with a knowledge of:
- The underpinnings of LBO structuring and valuation models;
- How is private equity financed;
- Advantages and disadvantages of LBO structures;
- How LBOs create value;
- Leveraged buyouts as financing strategies;
- Factors critical to successful LBOs; and
- Common LBO capital structures.
Negotiations Seminar
Primary Learning Objective: To provide the newest negotiation tools needed to ensure success in M&A negotiations using:
- Interactive format providing individualized attention; and
- Experts that will diagnose your current strategies
Secondary Learning Objective: To increase the value you gain from all negotiations while improving your relationships by:
- Understanding how effective negotiators manage emotion and separate the people from the problem, while not ignoring the people;
- Understanding the necessity of keeping your eye on your side of the table, and your ear on their side;
- Learning how to convey, use and manage time pressure effectively;
- Mastering the art and science of persuasion;
- Managing the bidding process;
- Understanding power relationships;
- Utilizing carefully crafted simulations based on real-life negotiations to test and refine your skills
Cross-Border M&A
Primary Learning Objective:To provide an overview of how to analyze, structure, and value cross-border M&
Secondary Learning Objectives:;To provide an understanding of:
- Motives for international expansion
- Common international market entry strategies
- A structured cross-border M&A process
- Planning and implementing cross-border transactions in developed countries
- Planning and implementing cross-border transactions in emerging countries.
- Characteristics and determinants of cross-border M&A
- Valuing cross-border transactions
- Empirical studies of financial returns to international diversification
Shareholder Activism
The rise of hedge fund activists during the past two decades has sparked debate across markets, boardrooms and even during the presidential campaign: are activist shareholders good or bad for business?
Primary Learning Objective: To provide an overview of the shareholder activist landscape, issues in activist investing from the perspectives of both investors and corporations that are potential targets.
Secondary Learning Objectives:
- What hedge fund activism is and why has it become important?
- The institutional background and legal rules governing activist investing – disclosure, insider trading, and voting, etc.
- How activism has reshaped corporate policies (including payouts, investments, and governance) and firm boundaries (via assets reallocation and spin-offs/acquisitions)?
- Has activism imposed “short-termist” pressure on corporate managers?
- How the various constituencies (activists, targets, and advisors) should work together?
