Robert F. Bruner - Applied Mergers and Acquisitions

Browse intentionally. The use of bullet points facilitates a quick survey of topics so that one can focus in on areas of special interest. Corporate executives will find the sections on strategy, laws, communication, integration, and process management to be meaningful. Front-line analysts will find the chapters on valuation and research to offer direct guidance. The manager who is parachuting into a business development assignment will find the chapters on deal development and process management to offer a kick start to one’s thinking.

Revisit and refer. This book affords a ready reference on specific questions one might have. One could keep this on the shelf as an ongoing resource for questions about terms, tools, concepts, and processes.

Springboard to further study. One could use this book as an embarkation for other readings about M&A. Chapter 38gives my list of “best bet” readings for continued study in M&A. In chapter endnotes throughout and in the extensive list of references at the end of the book, I have offered suggestions of other readings.

Of course, I owe a very great debt of thanks to colleagues, friends, assistants, and students who have contributed to this work. First, I thank greatly those who read and commented on chapters. Professor Andrew Wicks of Darden commented on Chapter 2. Professor April Triantis of the University of Virginia School of Law, Professor Diane Denis of the Krannert School of Management, Purdue University, and Frank M. Conner III of Alston and Bird LLP commented on chapters dealing with legal issues. Chris Meyer, an antitrust lawyer, commented on the chapter on antitrust. Professor Gary Blemaster of Georgetown University commented on some of the valuation chapters. Messrs. Norman Siegel and D. French Slaughter, and Professors Luann Lynch, Paul Simko, and Robert Sack commented on various editions of the tax and accounting chapters. Professor Dana Clyman gave helpful suggestions on the chapters dealing with negotiations and auctions. Miguel Palacios commented on chapters on liquidity and control, and cross-border valuation. Professor Bernard Dumas of INSEAD gave helpful comments on the chapters on cross-border valuation. Michael McCloskey and Bill Snider of Legent Corporation commented on the chapters on search and due diligence. Professor Ben Esty of Harvard offered helpful comments on the materials related to contingent forms of payment. Bart Crawford, Dave Edinger, and Jim Kingdon supported the development of materials on merger search and graciously allowed the presentation of some of their materials in Chapters 7and 29. Ali Fatemi and Keith Howe, editors of Journal of Applied Finance , permitted me to excerpt and expand on my article published in their journal (Bruner 2002) that has emerged as Chapter 3. Similarly, Joseph O’Donoghue and Donald Grunewald permitted the republication of an article by Donald Benson, Robert Harris, and myself (1990) as Chapter 34—this article appeared in their book. 2 Marcel Ospel, Peter Wuffli, and their colleagues at UBS A.G. cooperated in my field research that produced Chapter 36on postmerger integration. And David Tucker cooperated in the development of the case study on General Electric in Chapter 37.

I am very thankful for the contributions of my able research assistants, who read and commented on the chapters and prepared questions for the book and associated workbook under my direction. The principal assistant for this project was Jessica Chan. Bright, patient, and a tenacious researcher, she showed great care and dedication in her work. Jessica led a team consisting of herself, Christine Shim, and Baocheng Yang. Christine was especially creative in framing financial problems in realistic terms; she is a champion wordsmith. Baocheng was the champion quant, contributing analytic care, modeling, and real option valuation. The complementary efforts of the three assistants lent flair and precision to the book. I must also recognize Frank Wilmot, research librarian at Darden, who gave excellent support in obtaining sometimes obscure data and references. I am truly grateful to them for the creativity and exceptionally hard work they brought to the project. Many of the illustrations in this book draw on the efforts of my earlier research assistants. 3

I especially recognize Kristen S. Huntley, formerly managing director at Morgan Stanley, where she served clients in the Financial Institutions Group and was executive director of mergers, acquisitions, and restructurings in London. She suggested a number of the topics that appear here and also read and commented on many chapters. Since 2001, she and I have co-taught Darden’s MBA course on mergers and acquisitions.

Thanks go to co-authors whose work with me appears directly or in summary form here: Donald Benson, Samuel Bodily, Richard Brownlee, Susan Chaplinsky, Petra Christmann, Robert Conroy, Kenneth Eades, Gregory Fairchild, Robert Harris, Pierre Jacquet, Lynn Paine, Miguel Palacios, Robert Spekman, and Scott Stiegler. A number of students and assistants wrote case studies under my direction; they are recognized in each chapter. All these colleagues contributed both stimulating ideas and encouragement to this volume.

This project would not have been possible without the financial support of the University of Virginia Darden School Foundation and the Batten Institute. In particular, I thank Professor S. Venkataraman, director of research, and associate dean Mark Reisler for their timely assistance. I was encouraged and stimulated by many colleagues: Yiorgos Allayannis, Karl-Adam Bonnier, Susan Chaplinsky, John Colley, Bob Fair, Jim Freeland, Sherwood Frey, Jud Reis, Michael Schill, and William Sihler. Darden’s deans have been especially supportive: John Rosenblum, Lee Higdon, Ted Snyder, and Bob Harris. I am grateful to the staff of the Batten Institute for their excellent professional support during preparation of the manuscript: Robert Carraway, Trienet Coggeshall, Melissa Collier, Debbie Fisher, Susie Gainer, Donna Gowen, Steve Mendenhall, Gayle Noble, Elizabeth O’Halloran, C. Ray Smith, and S. Venkataraman.

Colleagues at other schools gave insights and encouragement. I am grateful to the following persons (listed with the schools with which they were associated at the time of my correspondence or work with them):

Raj Aggarwal, John Carroll

James Ang, Florida State

Paul Asquith, M.I.T.

Carliss Baldwin, Harvard

Geert Bekaert, Stanford

Gary Blemaster, Georgetown

Rick Boebel, Univ. Otago, New Zealand

Andrew Boynton, IMD

Michael Brennan, UCLA

Duke Bristow, UCLA

Kirt Butler, Michigan State

Richard Caves, Harvard

Don Chance, VPI&SU

Andrew Chen, Southern Methodist

Donald Chew, Stern, Stewart

John Coates, Harvard Law

Thomas E. Copeland, McKinsey

Chuck Cory, Morgan Stanley

Dave Daetz, Symantec

Jean Dermine, INSEAD

Michael Dooley, UVA Law

Bernard Dumas, INSEAD

Klaus Durrer, UBS

Peter Eisemann, Georgia State

Javier Estrada, IESE

Ben Esty, Harvard

Thomas H. Eyssell, Missouri

Ali Fatemi, DePaul

Pablo Fernandez, IESE

Kenneth Ferris, Thunderbird

John Finnerty, Fordham

Steve Foerster, Western Ontario

Jon Freedman, GE

Bill Fulmer, George Mason

Louis Gagnon, Queens

Dan Galai, Jerusalem

Ronald Gilson, Stanford and Columbia

Stuart Gilson, Harvard

Robert Glauber, Harvard

Mustafa Gultekin, North Carolina

Benton Gup, Alabama

Jim Haltiner, William & Mary

Rob Hansen, VPI&SU

Larry Harris, SEC and USC

Philippe Haspeslagh, INSEAD

Pekka Hietala, INSEAD

Rocky Higgins, Washington

Pierre Hillion, INSEAD

Laurie Simon Hodrick, Columbia

Keith Howe, DePaul