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Mergers and Acquisitions

2019/2020
Учебный год
ENG
Обучение ведется на английском языке
4
Кредиты
Статус:
Курс по выбору
Когда читается:
2-й курс, 1 модуль

Преподаватель

Программа дисциплины

Аннотация

The course is aimed at the better understanding of companies’ motives to merge and acquire the other businesses; it also provides the students with the methodology of valuation and the principles of companies’ integration at the post-merger stage
Цель освоения дисциплины

Цель освоения дисциплины

  • To clarify the importance of mergers and acquisitions in the terms of the company’s value;
  • To show the ways of capturing the value drivers through mergers and acquisitions;
  • To achieve skills in evaluation of target companies and the deals’ value
  • To understand sources of funding for mergers and acquisitions
  • To demonstrate innovative financial decisions in mergers and acquisition
  • To demonstrate how ethical principles are implemented in corporate acquisition programmes
  • To find the ways of value growth through integration of merging companies
  • To give some ideas about the defense strategies in the cases of the hostile takeovers attempts
Результаты освоения дисциплины

Результаты освоения дисциплины

  • To analyze mergers and acquisitions of various types,
  • To show the ways of capturing the value drivers through mergers and acquisitions
  • To achieve skills in evaluation of target companies and the deals’ value
  • To make decisions on taking strategic investments
  • To compose consolidated balance of the merged company
  • To find the ways of value growth through integration of merging companies
  • To be prepared for taking ethical and reasonable, data-driven decisions on mergers and acquisitions, timely and in a persuasive manner
  • To give some ideas about the defense strategies in the cases of the hostile takeovers attempts;
  • To be prepared to take ethical decisions in strategic investments
  • To understand sources of funding for mergers and acquisitions
  • To demonstrate innovative financial decisions in mergers and acquisition; To structure the deal
  • To structure the deals; to know the main sources for LBO deals funding
Содержание учебной дисциплины

Содержание учебной дисциплины

  • Valuation of M&A deals
    The concept of synergy. Operational and financial synergies. Types of operating synergies. Types of financial synergies. Valuation of the company in the process and after the merger / takeover. The impact of M&As at the performance of the company: market capitalization, book value, earnings per share, economic value added. Determining the intrinsic value of the target company. Forms of payment in mergers and acquisitions: payment in cash vs payment of shares. Advantages and disadvantages of different forms of payment, and their impact at the effectiveness of mergers and acquisitions. Options to purchase shares. Calculation of exchange rates. Evaluation of the effects of mergers and acquisitions (economies of scale, tax revenues, lower cost of capital)."Pitfalls of growth” and their assessment. Formation of the consolidated balance sheet of the company after the merger / takeover. Reflection of mergers and acquisitions in various financial reporting standards. Accounting for intangible assets (goodwill) by the purchase method and pooling method packages. Effect of mergers and acquisitions in the tax burden of companies. M&A impacts on the dividend policy of the company.
  • Mergers and acquisitions as a part of strategic development of a company: motives, benefits, risks
    The concept of mergers and acquisitions (M&A). Criteria of definition of M&A deals. M&A in the Russian legislation (specific features): the forms of reorganization of legal entities. Classification of mergers and acquisitions: the acquisition of control, the degree of control, way of integration, attitude to the target company. Basic requirements for the legal viability of mergers and acquisitions. The M&A market: the cycles of development, distribution by countries and sectors of economy. Russian market of mergers and acquisitions: the stages of development, performance, specific features. The main objectives and motives of mergers and acquisitions: operational, financial, investments, strategic and specific objectives. Research overview of M&A
  • Organisation of mergers and acquisitions. Post-merger integration
    The goals which the company puts in the process of mergers and acquisitions.The main procedures of mergers and acquisitions. The role of investment banks in organization of the deals of mergers and acquisitions. Creating value through mergers and acquisitions. Integration of companies in mergers and acquisitions. Compatibility issues of production, financial, organizational structure, personnel, organizational culture. The reasons for failures of mergers and acquisitions. Basic principles of integration. Due diligence.
  • Hostile takeovers and defense strategies
    Criteria of hostile takeovers. The causes for hostile takeovers. Impact of hostile takeovers on the performance of the company, its market costs. The theory of "performance management". Costs of hostile takeovers. Methods of defense against hostile takeovers. Government efforts aimed at combating the illegal seizure of enterprises-appropriate interventions. Protecting the interests of investors in privatization transactions. Protection of minor shareholders’ interests
  • Structuring the deal
    M&A deal structuring process. Risk allocation. Legal and payment considerations. Contingent payments. Tax and accounting considerations. Deals funding. Funding from retained earnings and its effect on the shareholders’ interests. Funding from the new (additional) issuance. Raising funds through initial public offering (IPO) and through private placement. Funding from credit sources and loans. Mezzanine funding. The applications of mixed methods of financing and financial engineering. Joint ventures and strategic alliances as an alternative to mergers and absorption
  • Leveraged buyouts
    Features of LBO. Classification of buyouts. Management buyouts. Effects of MBO and LBO and their effectiveness. The motives of managers. The procedure for redemption and its relationship with the dividend policy of the company.
Элементы контроля

Элементы контроля

  • Individual assignment. Real life deal analysis with in-class presentation and discussion (неблокирующий)
  • 3 home assignments (individual or group, real-life cases and problem solving (неблокирующий)
  • Classwork. Individual and group assignments, problem solving, discussions and case studies (weekly) (неблокирующий)
  • Case solution (неблокирующий)
Промежуточная аттестация

Промежуточная аттестация

  • Промежуточная аттестация (1 модуль)
    0.3 * 3 home assignments (individual or group, real-life cases and problem solving + 0.4 * Case solution + 0.1 * Classwork. Individual and group assignments, problem solving, discussions and case studies (weekly) + 0.2 * Individual assignment. Real life deal analysis with in-class presentation and discussion
Список литературы

Список литературы

Рекомендуемая основная литература

  • Advances in Mergers and Acquisitions Cooper, Cary L.; Finkelstein, Sydney Emerald Publishing Limited 2015 ISBN: ISBN number:9781785600913, ISBN number:9781785600906 SERIES: Advances in Mergers and Acquisitions Ser.
  • Investment valuation : tools and techniques for determining the value of any asset, Damodaran, A., 2012
  • Mergers, acquisitions, and other restructuring activities : an integrated approach to process, tools, cases, and solutions, DePamphilis D. M., 2010

Рекомендуемая дополнительная литература

  • Alam, M. D., & Gühl, U. F. Project-Management in Practice: A Guideline and Toolbox for Successful Projects.: Springer, 2016 - 170 - 978-3-662-52944-7: Текст электронный // https://link.springer.com/book/10.1007/978-3-662-52944-7