Chapter_03

Chapter_03 - The Corporate Takeover Market Common Takeover...

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The Corporate Takeover Market Common Takeover Tactics, Takeover Defenses, and Corporate Governance
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Course Layout: M&A & Other Restructuring Activities Part IV: Deal Structuring & Financing Part II: M&A Process Part I: M&A Environment Payment & Legal Considerations Public Company Valuation Financial Modeling Techniques Business & Acquisition Plans Search through Closing Activities Part V: Alternative Strategies Accounting & Tax Considerations Business Alliances Divestitures, Spin-Offs & Carve-Outs Bankruptcy & Liquidation Regulatory Considerations Motivations for Part III: M&A Valuation & Modeling Takeover Tactics and Defenses Financing Strategies Private Company Valuation Cross-Border Transactions
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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.
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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 focus more on short-term gains Prevalent In U.S. and U.K. Control model applies when: Capital markets are illiquid Ownership is heavily concentrated Board members are largely “insiders” Ownership & control overlap Financial disclosure limited Shareholder focus more on long-term gains Prevalent in Europe, Asia, & Latin America
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Factors Affecting Corporate Governance: Market Model Perspective Legislation Internal to Firm •Board of Directors •Management •Internal Controls  •Incentive Systems •Takeover Defenses Market for  Corporate Control Institutional  Activism Regulators External to Firm External to Firm   External to Firm External to Firm
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Internal Factors: Board of Directors and Management Board responsibilities include: --Review management proposals/advise CEO --Hire, fire, and set CEO compensation --Oversee management, corporate strategy, and
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This note was uploaded on 01/28/2011 for the course FIN 315 taught by Professor Welker during the Spring '09 term at IUP.

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Chapter_03 - The Corporate Takeover Market Common Takeover...

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