Mergers, Acquisitions, Restructuring

Code

2204

Academic unit

null

Department

null

Credits

3,5

Teacher in charge

José Manuel Lopes Neves de Almeida

Teaching language

English

Objectives

This is a course on Mergers, Acquisitions and Restructuring on a practitioner s perspective. Students will develop skills necessary to structure and present a deal or form an opinion about a proposed transaction.

Topics include value creation in mergers; choice of payment method; evaluation of contingent payments; deal protection devices; deal financing; defensive tactics; accounting and tax issues; and leveraged buyouts. We discuss bidding strategies and takeover tactics. We also cover the legal and regulatory framework for takeovers, such as filing requirements, fiduciary duties of the target board of directors, and antitrust regulation. The course uses a case analysis approach, providing ample opportunity to practice the application of standard corporate valuation methods.

Prerequisites

Subject matter

The course assumes familiarity with valuation analysis, financial analysis, and accounting. The course offers applied tools for deal design and corporate valuations. Course content is the following:
- Language and processes of M&A. Basic knowledge about the field of M&A is the foundation for effective work in a wide range of fields including corporate development, investment banking, consulting, and advising senior management. Class case discussions, the books and articles will help you master the basics.

- M&A issues worthy of attention. For example, in today s environment Corporate Restructuring, Corporate Reorganization, Private Equity and Leveraged Buyouts seem to be some of the most relevant.

This course highlights elements in the structure and process of every M&A transaction that deserve professional scrutiny.

- Analyze both M&As and LBOs transactions rigorously. Valuation analysis is the core skill in M&A and is supplemented by analyses of strategy, dilution, financing and risk management.

- Develop a concept and design deals. All transactions begin with an idea. Translating that idea into a concrete proposal takes hard work. Doing so teaches a lot about the drivers of M&A success, where value will be coming from (the right side or left side of the balance sheet) and the elements of deal design. Designing a transaction requires skills of analysis and negotiation.

Solving and modeling each case will teach you a great deal about the design process. We will survey some strategic frameworks useful in M&A.

- Form an opinion about a proposed deal. The key aim of the course is to create an ability to think critically.

The subject is complex, competition in M&A is intense, and the consequences of error are large. The course will also argue that deal design is fundamentally a creative effort.

Bibliography

Teaching method

Evaluation method

-In-class discussion: 20%
-Written reports: 20%
-Pitch Book: 10%
-Final exam: 50%

Courses

• Masters in Finance