The Beginner’s and Intermediate's (Complete) Guide to M&A

An important decision in the M&A process is what business entity will be involved in the transaction (hint: it's usually not the Acquiror).  During this Lecture, we will begin our discussion of forming a new business and the two key characteristics that drive the choice of business “organizational form” for the new company - tax treatment and personal liability.  This is an important Lecture for anyone who has their own business or is thinking about starting one.

During this Lecture, we will examine the five types of business organizational forms that are available to a new business (e.g., corporation, partnership, etc.), and the advantages and disadvantages of each.  This is an important Lecture for anyone who has their own business or is thinking about starting one.

During this Lecture, we will discuss “public" and “private" companies, including what it means for a business to be public or private, the differences between the two types, and their respective advantages and disadvantages.  We'll also look at the strange decline in the number of U.S. public companies during the past 25 years.

During this Lecture, we will explore the "going public" process, through which a private company becomes a public company.  We will discuss the steps involved in going public and the advantages and disadvantages of being a U.S. public company.

A company’s “capital structure” refers to the mix of debt and equity it uses to finance its assets and operations.  During this Lecture, we will analyze the components of a company's capital structure, including a detailed discussion of debt and equity securities.

During this Lecture, we will examine Bankruptcy, the unfortunate end to a business.  Or is it?  Would it surprise you to learn that nearly 30% of U.S. business bankruptcies in 2022 involved companies that had no intention of going out of business?  We will address this, and the types of bankruptcy filings that are available to a company.

During this Lecture, we will explore the U.S. Antitrust Laws.  Since horse and buggy times, courts have applied the antitrust laws to changing markets.  Yet, for over 100 years, they've had the same basic objective: To encourage competition among businesses for the benefit of consumers, and to ensure businesses are incentivized to operate efficiently, keeping prices down and quality up.  We will examine this objective and discuss several real-world antitrust cases involving M&A transactions.

The steps in the M&A process differ by deal, but we discuss the primary steps during this Lecture.

During this Lecture, we will explore the first type of legal transaction structure – an Asset Purchase – including when it should be used and its advantages and disadvantages.

During this Lecture, we will explore the second type of legal transaction structure – a Stock Purchase – including when it should be used and its advantages and disadvantages.

During this Lecture, we will explore the third type of legal transaction structure – a Merger – including the different types of mergers, when they should be used, and their advantages and disadvantages.

During this Lecture, we will take a closer look at the Acquiror's choice of "consideration" to use in an M&A transaction, including the advantages and disadvantages of the different forms.

During this Lecture, we will discuss Friendly Takeovers, including what makes a friendly deal friendly and the steps involved in such a transaction.

During this Lecture, we will discuss the tactics available to a hostile Acquiror.  The Xerox-HP Case Study is a great illustration of how these tactics are used in actual hostile takeover attempts.

During this Lecture, we will discuss the first of two ways to acquire a Target in a Hostile Takeover - a Two-Step Transaction.

During this Lecture, we will discuss the second of two ways to acquire a Target in a Hostile Takeover - a Proxy Contest.

In the prior few Lectures, we explored hostile takeovers from the perspective of the Acquiror.  Now it’s the Target’s turn.  During this Lecture, we will discuss some of the many interesting (and creatively entertaining) defense strategies that a Target can use to deter a hostile Acquiror.

During this Lecture, we will discuss six additional takeover defenses - Greenmail, Pac-Man, Golden Parachutes, White Knights, White Squires, and Crown Jewels.

During this Lecture, we will discuss the many reasons one may need to determine how much a business is worth.

This morning's Wall Street Journal headline read: "A acquired B for $100 million."  Ok, but what does that mean?  Does it mean that A paid $100 million for B?  Believe it or not, it usually does not mean that.  During this Lecture, we will discuss the different terms used to describe the size/value of an M&A transaction.

During this Lecture, we will discuss the first of the three most common ways to value a public company – Discounted Cash Flow (DCF) analysis.

During this Lecture, we will discuss the second of the three most common ways to value a public company – Comparable Companies analysis (CCA).

During this Lecture, we will discuss the third of the three most common ways to value a public company – Comparable Transactions analysis (CTA).

During our final Lecture, we will discuss "shareholder value" - the goal of an M&A transaction.  We will explore the ways in which shareholder value is measured and how successful companies have been in creating this value through M&A transactions.  You may be surprised by the answer!