Corporate Mergers and Acquisitions: A Guide for Practitioners and Transaction Team Members

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A comprehensive guide to executing M&A transactions in complex corporate environments

Corporate Mergers and Acquisitions: A Practical Guide for Practitioners and Team Members provides a foundation for Corporate Development teams, as well as other professionals whose responsibilities include supporting transactions but are not dedicated full-time to M&A, to execute transactions at a consistent, sustainable and high-performing standard.

While the technical details and processes for M&A are important, without context they are not enough to ensure success on any transaction.  Working well with people in a complex process means building trust at every step. The process steps and communications in this guide are, largely, ways to communicate to your team and the other side in a way that reduces uncertainty and builds trust. You will say on date x that event y will happen, and when that is delivered everyone feels they can trust you – from your senior management to the advisers on the other side of a deal. So, building trust is mission one in an environment where people are nervous because money is at stake and everyone involved has heightened scrutiny from their senior management and Board of directors.

This guide starts with a discussion of the alternatives available to corporate strategists to achieve the goals of the business via arrangements with third parties. The ability to provide senior management and the Board of Directors with relevant pros and cons for strategic alternatives allows the business and personal concerns of the leadership to surface at the earliest time possible. Capturing and conveying in an appropriate way these concerns is crucial to the success and credibility of the internal Corporate Development group. The complex interaction of competing internal interests, functional responsibilities, and perceptions of risks is similarly crucial to address from the onset and solve for.

The transaction types – ranging from acquisition and divestitures to joint ventures and licensing arrangements – are covered in-depth along with integration activity. A considerable portion of this guide is devoted to the acquisition process. There is heightened scrutiny by corporate stakeholders on these transactions, reflecting the risk that expectations may not be met.  There are inherent uncertainties in operating a new business, including the integration of processes, facilities, and personnel. A section of this book is devoted to integration activity, processes, and templates to mitigate these risks.

The success of a corporation planning to engage in mergers and acquisitions (“M&A”) is reliant on skilled external specialists – including transactional counsel, tax advisors, environmental experts, anti-trust lawyers, intellectual property counsel, and accountants. Other valuable team members frequently added to effect transactions range from Investment Bankers to integration consultants. Early determination of which specialists are needed, selecting the right firms, negotiating their engagement, and managing their activity is both crucial and time-consuming.  Training internal specialists to participate in due diligence and integration planning when M&A transactions arise is another aspect of advance planning for deal execution. In the section entitled Advisors and Team Members the reader will find process recommendations to manage this extended M&A team. The book closes with a section on M&A “Best Practices” and highlights communications, record keeping, and team building.

This guide contains a number of tools, processes, and examples to ensure all team members will know the duration and steps in complex transactions and where they will be needed, including:

  • Strategic screening templates for acquisitions and divestitures
  • Alternative transaction evaluation template
  • Detailed timelines with a description of step-by-step activity for acquisitions, divestitures, licensing, and joint ventures
  • Due diligence prioritization and extensive checklists
  • Contract negotiation prioritization, a negotiating team template for executive authorization, discussion of key contract features
  • Transition services agreements
  • Transaction authorization from the Board of Directors and Shareholders, fairness opinions
  • Integration processes, templates, “Day One” planning tools

Interspersed throughout the book are “Lessons Learned” with examples taken from the author’s three decades of experience in Corporate Development and Strategy roles across the consumer products and telecommunications industries.

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Hardcover: 258 pages
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SKU: Hrd Category:
Table of Contents

Introduction

Demo Content

Chapter 1: Transaction Alternatives

Demo Content

Chapter 2: Communications

Demo Content

Chapter 3: Divestiture Process

3.1 Preparation

Strategic Assessment

Feasibility Assessment

Transaction Preparation

Confidentiality

3.2 Buyers

Identifying Potential Buyers

Private Equity

3.3 Process Alternatives and Timeline

Two-Stage Auction Process

One-Stage Auction Process

Negotiated Transaction with One Party

3.4 Auction Process

Information Memorandum

Non-Binding Letter of Interest (or Indication of Interest)

Management Presentation

Due Diligence Inquiries

Governance Process

3.5 Contracts

Contract Features

Negotiating the Contract

Transition Services

3.6 Closing Requirements

Closing Requirements

Competition Authorities

3.7 Special Topics: Material Divestitures and Insider Sales

3.8 Special Topics: Spin-offs, Split-offs, Merger and Split-off

Chapter 4: Acquisition Process

4.1 Preparation

Candidate Screening, Fit

Financial Constraints/Valuation

4.2 Approach

Initial Contact

Confidentiality Agreements

4.3 Due Diligence

Organization

Checklists: Corporate Matters, Management and Operations, Financial Matters, Legal Matters, Employee Matters, Insurance, Real Estate/Equipment/Personal Property, Intellectual Property, Market Research, Marketing and New Products, Sales and Distribution, Manufacturing/Safety/Environmental, Information Systems, Taxes

Read-Out Process

4.4 Pre-Closing Period

4.5 Special Topics:

Public Company Acquisitions

Stock versus Asset Purchases

Chapter 5: Integration of The Acquired Business

5.1 The Steering Committee

5.2 Integration Advisors Selection

5.3 Personnel

Acquiring Company

Target Company

5.4 Competitively Sensitive Data

5.5 Integration Work Stream: Synergies

5.6 Integrating Cultures

5.7 Day One

Planning and Daiy One Checklist

Critical Process Planning and Day One Testing

Issue Tracking and Resolution on Day One and Post Closing

5.8 Integration Budgets

Chapter 6: Joint Ventures

Demo Content

Chapter 7: Licensing

Demo Content

Chapter 8: Board of Directors

Demo Content

Chapter 9: Internal Transaction Team Members and External Advisors

9.1 Identification and Appointment

9.2 Confidentiality

9.3 Project Management

9.4 Investment Banks

9.5 Accounting Firms

9.6 Law Firms

9.7 Environmental/Safety Consultants

Chapter 10: Corporate Development/Internal M&A Group Best Practices

10.1 Organization and Hiring

10.2 Authority and Standards/Consistency

10.3 Corporate Development Group Responsibilities

Appendices

Sample “Teaser”/ “One Pager”

Sample “short form” Confidentiality Agreement

Sample “long form” Confidentiality Agreement

Sample Process Letter from Seller

Sample Auction First Round Letter from Seller

Sample Non-Binding Indication of Interest from Buyer

Sample Logistics Letter for Management Presentation

Sample Auction Second Round Letter from Seller

Sample Final Bid Letter from Buyer

Fairness Opinion

Index

Demo Content

Additional information

Weight 48 oz
Dimensions 10 × 8 in
Interior Color

Color, Black & White

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