Consolidation & Merger

The Essays of Warren Buffett : Lessons for Corporate America

Buffett, the Bard of Omaha, is a genuine American folk hero, if folk heroes are allowed to build fortunes worth upward of $15 billion. He's great at homespun metaphor, but behind those catchy phrases is a reservoir of financial acumen that's generally considered the best of his generation. For example, in an essay on CEO stock options, he writes, "Negotiating with one's self seldom produces a barroom brawl." This is his way of saying that an executive who can give himself compensation totally disproportionate to his performance surely will. There are uncountable gems of financial wisdom to be harvested from these essays, taken from the annual reports he writes for Berkshire Hathaway, his holding company. Just to pick one more, here's a now-famous line about those he competes with when making stock-market investments: "What could be more advantageous in an intellectual contest--whether it be chess, bridge, or stock selection--than to have opponents who have been taught that thinking is a waste of energy?"

While Buffett has a policy of seldom commenting on stocks he owns--he feels public pronouncements will only lead to the public's expectation of more public pronouncements, and he likes to keep his cards close to his vest--he loves to discuss the principles behind his investments. These come primarily from Ben Graham, under whom Buffett studied at Columbia University and for whom he worked in the 1950s. First among them is the idea that price is what you pay and value is what you get--and if you're a smart investor, the first will always be less than the second. In that sense, the value of the lessons learned from Buffett's Essays could be far greater than the book's price. --Lou Schuler

The definitive work concerning Warren Buffett and intelligent investment philosophy, this is a collection of Buffett's letters to the shareholders of Berkshire Hathaway written over the past few decades that together furnish an enormously valuable informal education. The letters distill in plain words all the basic principles of sound business practices. They are arranged and introduced by a leading apostle of the "value" school and noted author, Lawrence Cunningham. Here in one place are the priceless pearls of business and investment wisdom, woven into a delightful narrative on the major topics concerning both managers and investors. These timeless lessons are ever-more important in the current environment.

Managing Transitions: Making the Most of Change

Barbarians at the Gate: The Fall of RJR Nabisco

Barbarians at the Gate has been called one of the most influential business books of all time -- the definitive account of the largest takeover in Wall Street history. Bryan Burrough and John Helyar's gripping account of the frenzy that overtook Wall Street in October and November of 1988 is the story of deal makers and publicity flaks, of strategy meetings and society dinners, of boardrooms and bedrooms -- giving us not only a detailed look at how financial operations at the highest levels are conducted but also a richly textured social history of wealth at the twilight of the Reagan era.

Barbarians at the Gate -- a business narrative classic -- is must reading for everyone interested in the way today's world really works.

With more than 500,000 copies sold, Barbarians at the Gate is the definitive account of the largest takeover in Wall Street history: the frenzy of strategy meetings and society dinners, of boardrooms and bedrooms -- giving us the view from the top of the financial ladder to the social history of wealth at the twilight of the Reagan era.

Over six months on the New York Times bestseller list, Barbarians at the Gate is the definitive account of the largest takeover in Wall Street history. Bryan Burrough and John Helyar's gripping record of the frenzy that overtook Wall Street in October and November of 1988 is the story of deal makers and pulicity flaks, of strategy meetings and society dinners, of boardrooms and bedrooms, giving us not only an unprecedentedly detailed look at how financial operations at the highest levels are conducted but also a richly textured social history of wealth at the twilight of the Reagan era. As compelling as a novel, Barbarians at the Gate is must reading for everyone interested in the way today's world really works.

The Art of M&A Due Diligence

The coauthor of the bestselling The Art of M&A: A Merger Acquisition Buyout Guide is back with a question and answer resource that focuses on the msot critical steps in the M&A process. Drawing on the experience of 100 experts, Lajoux shows non-lawyers how to navigate due diligence and how to uncover data that can break a deal. Featuring global perspectives and special insights for small businesses, manufacturers, and service companies, this primer is essential for everyone involved in M&As.

Mergers and Acquisitions from A to Z

A concise strategic and legal guide for both buyers and sellers at large and small companies, Mergers and Acquisitions from A to Z is a practical, hands-on resource for anyone involved in any merger or acquisition. Written in clear, jargon-free language, the book provides extensive, easy-to-understand information on the entire transaction, including an overview of tax and accounting considerations, drafting legal documents, and analyzing projected financial gain. Thoroughly revised to reflect the latest changes in the business environment, the new edition features: * The latest trends and best practices for structuring profitable deals * New due diligence rules and strategies in the age of Sarbanes-Oxley * Guidelines for keeping deals on track and managing post-closing challenges * And much more Written for those already involved in M&A deals or considering a move in that direction, Mergers and Acquisitions from A to Z demystifies the entire process.

"Mergers and acquisitions are among the most powerful and versatile growth tools employed by companies of all sizes and in all industries. A well-timed purchase or a well-planned merger can boost both the immediate financial position and the long-term outlook for your organization.

Conversely, these transactions can quickly spell your company’s doom if they are not conceived and executed carefully, legally, and sensibly. Whether you’re an M&A veteran or find yourself at the table for the first time, it’s crucial to have an authoritative, soup-to-nuts reference to guide you through the many complex steps involved in these major business strategies.

Mergers & Acquisitions from A to Z is a practical, hands-on resource for M&A participants on all sides of the transaction. The fully updated second edition covers the latest trends and best practices for structuring profitable deals, new rules and regulations in the age of the Sarbanes-Oxley act, and more. Clear and jargon-free, this authoritative book begins with a thorough overview, and then gives you extensive knowledge of the entire transaction process including:

* Preparing for a Merger or Acquisition and Initiating the Deal. Understanding both the seller’s and buyer’s perspective is key, regardless of what your own role is in the transaction.

* Preliminary Considerations and Documentation. The authors present the pros and cons of creating a letter of intent, and how to decide which kind to use (binding, non-binding, or hybrid).

* Due Diligence. A thorough legal, financial, and operational analysis of the target business will identify and quantify any areas of concern.

* Regulatory Considerations. These include general areas such as environmental, antitrust, securities, and others, as well as those issues specific to your industry or the situation.

* Structuring the Deal. The architecture of the transaction will have profound effects on tax, accounting, shareholder, and other financial considerations for all the businesses involved.

*Valuation and Pricing. Learn which valuation methods to use, and why the established value is only one component in calculating the actual purchase price.

* Financing. How to determine if seller financing, venture capital, securities, and/or other alternatives are proper choices for your transaction.

The book also offers complete sample documents including acquisition agreements and other legally required papers, strategies for alleviating post-closing challenges, and ""managing the deal-killers,"" the all-too-common mistakes and pitfalls that can derail even the most promising mergers and acquisitions. Finally, the authors take a look at a few of the alternatives to the M&A approach, including joint ventures, franchising, licensing, strategic alliances, and many others.

The power your company can generate in concert with another is immense. With Mergers & Acquisitions from A to Z, you’ve got the crucial information and versatile tools to make the connection stronger, more durable, and more profitable for all involved."

Applied Mergers and Acquisitions (Wiley Finance)

A comprehensive guide to the world of mergers and acquisitions
Why do so many M&A transactions fail? And what drives the success of those deals that are consummated? Robert Bruner explains that M&A can be understood as a response by managers to forces of turbulence in their environment. Despite the material failure rates of mergers and acquisitions, those pulling the trigger on key strategic decisions can make them work if they spend great care and rigor in the development of their M&A deals. By addressing the key factors of M&A success and failure, Applied Mergers and Acquisitions can help readers do this. Written by one of the foremost thinkers and educators in the field, this invaluable resource teaches readers the art and science of M&A valuation, deal negotiation, and bargaining, and provides a framework for considering tradeoffs in an effort to optimize the value of any M&A deal. Applied Mergers and Acquisitions is part of a complete suite of resources on M&A that includes a workbook and a CD-ROM with additional spreadsheets.
Robert F. Bruner, MBA, DBA (Charlottesville, VA), is the Distinguished Professor of Business Administration at the Darden School at the University of Virginia and Executive Director of the Batten Institute. He directs the Darden School's executive education course on mergers and acquisitions, and teaches the popular MBA elective on that topic. He holds a BA from Yale University, and a MBA and DBA from Harvard University.0471395064 A comprehensive guide to the world of mergers and acquisitions 0471395064 A comprehensive guide to the world of mergers and acquisitions
Why do so many M&A transactions fail? And what drives the success of those deals that are consummated? Robert Bruner explains that M&A can be understood as a response by managers to forces of turbulence in their environment. Despite the material failure rates of mergers and acquisitions, those pulling the trigger on key strategic decisions can make them work if they spend great care and rigor in the development of their M&A deals. By addressing the key factors of M&A success and failure, Applied Mergers and Acquisitions can help readers do this. Written by one of the foremost thinkers and educators in the field, this invaluable resource teaches readers the art and science of M&A valuation, deal negotiation, and bargaining, and provides a framework for considering tradeoffs in an effort to optimize the value of any M&A deal. Applied Mergers and Acquisitions is part of a complete suite of resources on M&A that includes a workbook and a CD-ROM with additional spreadsheets.
Robert F. Bruner, MBA, DBA (Charlottesville, VA), is the Distinguished Professor of Business Administration at the Darden School at the University of Virginia and Executive Director of the Batten Institute. He directs the Darden School's executive education course on mergers and acquisitions, and teaches the popular MBA elective on that topic. He holds a BA from Yale University, and a MBA and DBA from Harvard University.

Managing Change and Transition

Managing Change and Transition

Managing through change and crisis is difficult in any business environment, let alone one as turbulent as managers face today. This timely guide offers authoritative advice on how to recognize the need for organizational change, communicate the vision, prepare for structural change such as M&A, and address emotional responses to downsizing. With tools for managing stress levels and advice on gathering and sharing information during transition, this book is an indispensable guide for managers at any level of the organization.

The Art of M&A, 4th Ed

Authoritative and completely up-to-date, the Fourth Edition of The Art of M&A is an unsurpassed, one-stop guide to every facet of mergers and acquisitions that enables you to make winning deals with complete confidence.

This definitive resource retains its popular Q&A format, offering quick access to all the changes that have occurred in the field since the merger wave of the 1990s. The book explores every key aspect of winning M&A transactions, and presents advice on avoiding common M&A pitfalls.

The Fourth Edition of The Art of M&A features vital information on:

• Getting Started in Mergers and Acquisitions --learning the basic M&A process, requirements, negotiating skills, and objectives
• Planning and Finding --deciding what to buy and then locating it
• Valuation and Pricing -- using multiple valuation methods to discover the true value of an acquired company or unit
• The Art of Financing and Refinancing -- mastering funding sources and issues
• Structuring M/A/B Transactions -- managing general, tax, and accounting considerations
• The Due Diligence Inquiry -- looking into the past, present, and future risks of the business to be purchased
• Negotiating the Acquisition Agreement and the Letter of Intent-- understanding two vital documents in the M&A process
• Closing -- synchronizing the many individual items to produce a harmonious transaction
• Postmerger Integration and Divestitures -- following through after the M&A deal to capture the economic value of synergies
• Special Issues for M&A in Public Companies_examining the unique legal and business considerations of public entities
• Workouts, Bankruptcies, and Liquidations -- handling specific financial problems that arise in M&A transactions with entities in the zone of insolvency
• Structuring Transactions with International Aspects -- developing the necessary skills and knowledge to do M&A deals across national borders

Filled with detailed examples and case studies, this updated classic also includes discussion of purchase accounting, Section 404, new legal cases with M&A implications, and more.

The Complete Guide to Mergers and Acquisitions: Process Tools to Support M&A Integration at Every Level (JOSSEY-BASS BUSINESS & MANAGEMENT SERIES)

Mergers and acquisitions (M&A) experts Tim Galpin and Mark Herndon present an updated and expanded guide to planning and managing the M&A process. This comprehensive book is unique in providing the tools to address both the human and operational sides of integration. Based on the authors' consulting experience with numerous Fortune 500 companies, this resource will help organizations capture deal synergies more quickly and effectively. Augmenting their step-by-step advice with helpful templates, checklists, graphs and tools, Galpin and Herndon provide sound guidance for successfully integrating different processes, organizations, and cultures. The authors also address pre-deal do’s and don’ts, people dynamics, common mistakes, communications strategies, and specific actions you can take to create measurable positive results throughout the integration process. The revised edition not only updates case studies and presents recent integration research, but it also adds new tools.

Business Valuation Bluebook, 3rd Edition: How Successful Entrepreneurs Price, Sell and Trade Businesses

This user-friendly manual includes updated forms, checklist, tables, examples and anecdotes that enable entrepreneurs to get professional valuation results.