Class 27 MA BSBA 2011 Acct, Tax, Integration & Wrap up - Copy

Class 27 MA BSBA 2011 Acct, Tax, Integration & Wrap up - Copy

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Spring 2011 1 Prof. David Ravenscraft Kenan-Flagler Business School University of North Carolina Session 27: Antitrust, Accounting, Tax, Post-Merger Integration & Wrap Up
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Final Exam Full 3 hours All multiple choice, cumulative (covers whole course) Open note, open computer, no wireless! Headphones? 9:30 section Friday April 29 at 8 – 11 am Rooms 3600 and 3650 11:00 section Saturday April 30 at 12 – 3 pm Rooms 3000 and 3050 2
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Course Goals To help understand the entire merger process from strategy to post-merger integration To help develop and implement a successful acquisition strategy and process at your company. To value any company or acquisition target using several valuation approaches. To reinforce key concepts from finance, strategy, economics and statistics To better understand corporate governance through the study of hostile takeovers and LBOs. To compare different type of mergers and acquisitions and the alternatives To gain a current real world perspective on M&A from the experts
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4 Acquisition Process STRATEGY - DOES THE MERGER CREATE VALUE? DEAL PROCESS- CAN THE BIDDER CAPTURE THE VALUE? HOW TO PREVENT INTEGRATION PROBLEMS FROM DESTROYING VALUE? -Strategic Planning Corp. Level Strategy Industry Analysis Acq. Strat. (Synergy) Merger Environment Stock Market Eval. -Origination or Sourcing Target Initiated (IB) -Pre-valuation analysis - Financing Decision -Tax & Accounting - Antitrust & Regulation -Initial Contact -Confidentiality Agreement -Prelim Due Diligence -Detailed Valuation -Deal Approval Pitch -Letter of Intent -Extensive Due Diligence - Starts with Due Diligence -Integration Manager Teams -Integration Plan - Integration Speed, Autonomy, Assimilation -Focus on Problem Solving
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Legal and M&A
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Antitrust
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Outline of Antitrust Main US & EC Laws governing mergers Government’s view on defining market power Pre-Merger mandatory notification Managing Antitrust Risk
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Antitrust - Main US & EC Acts Governing Mergers Treaty of Rome Article 86 (Updated to better apply to mergers and acquisitions by EC Council Regulation #4064 Dec. 1989) and Clayton Act (1914) - Section 7 (Amended in 1950 by Celler-Kefauver Act) prohibited mergers, acquisition or joint ventures that lead to an abuse of dominant position, jeopardize the competitive process of the common market or substantially lesson competition Hart-Scott-Rodino Amendment (1976) requires 30-day pre-merger notification of most mid to large acquisition or stock purchases. Currently, a firm must file if it acquires $50 million in stock or assets or 50% of the stock. Treaty of Rome Article 85 and Sherman Antitrust Act Section 1 -- price fixing and collusion are illegal (very few exceptions) In addition, there are US State, individual EC Country laws and mandatory reporting in over 40 other countries
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Market Power: Core Concept For Merger Analysis The unifying theme of the Guidelines is that mergers
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Class 27 MA BSBA 2011 Acct, Tax, Integration & Wrap up - Copy

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