| Preface | |
| Introduction | |
| 1 | Corporate Acquisitions: A Strategic Perspective | 3 |
| 2 | Development of the M&A Market | 15 |
| 3 | Economic Drivers of M&A | 27 |
| 4 | Planning Models for M&A Analysis | 35 |
| 5 | The Payoff in Mergers and Acquisitions | 51 |
| 6 | Gaining Competitive Position Through M&A | 77 |
| 7 | Corporate Development Alternatives | 87 |
| 8 | A Game Plan for Development | 95 |
| 9 | Strategic Synergies: Fact or Fiction | 107 |
| 10 | The Internal Acquisition Team | 115 |
| 11 | Pursuing Acquisition Candidates | 125 |
| 12 | Broker and Finder Agreements | 135 |
| 13 | Confidentiality Agreements That Work | 151 |
| 14 | Discounted Cash Flow Valuation | 161 |
| 15 | The Fine Art of Valuation | 179 |
| 16 | Pricing Your Deal for Optimum Value | 189 |
| 17 | Merger Negotiations | 201 |
| 18 | Payment Modes and Acquisition Currencies | 209 |
| 19 | Tax Planning for Mergers and Acquisitions | 219 |
| 20 | Golden Rules of M&A Financing | 227 |
| 21 | Asset-Based Financing | 239 |
| 22 | Financing in an Illiquid Market | 249 |
| 23 | Leveraged and Management Buy-outs | 255 |
| 24 | Strategic Divestitures | 265 |
| 25 | Corporate Restructuring | 275 |
| 26 | M&A in the Middle Market | 283 |
| 27 | Acquiring Troubled Companies: Part I. Finding the Right Company | 291 |
| 27 | Acquiring Troubled Companies: Part II. Buying the Company in Bankruptcy | 296 |
| 27 | Acquiring Troubled Companies: Part III. Valuing the Troubled Company | 299 |
| 27 | Acquiring Troubled Companies: Part IV. The Bankruptcy Auction | 301 |
| 28 | Merger Arbitrage | 305 |
| 29 | Closing Services | 319 |
| 30 | Forms and Paperwork | 331 |
| 31 | Effective Due Diligence | 341 |
| 32 | Risk Management: Environmental Liabilities | 353 |
| 33 | Risk Management: Products Liability | 363 |
| 34 | Safeguarding Intellectual Property | 371 |
| 35 | Noncompetition Agreements That Keep the Peace | 379 |
| 36 | The Value of a Happy Customer | 383 |
| 37 | Fairness Opinions | 389 |
| 38 | First Stage Review: Cold Light of Day | 397 |
| 39 | The Stakes in Combining Companies | 405 |
| 40 | Postmerger Integration | 409 |
| 41 | Merging Benefit Plans | 419 |
| 42 | Combining Compensation Programs | 431 |
| 43 | M&A Payoffs for Executives and Managers | 439 |
| 44 | Antitrust Guidelines | 447 |
| 45 | Regulation of Mergers and Acquisitions | 459 |
| 46 | Finding Your Way Around Washington | 467 |
| 47 | Investor Relations: Protecting Stock Prices | 477 |
| 48 | Rigging Takeover Defenses | 481 |
| 49 | The Global M&A Market: Europe | 493 |
| 50 | The Global M&A Market: North America | 501 |
| 51 | The Global M&A Market: Japan and the Pacific Rim | 507 |
| 52 | The Global M&A Market: Eastern Europe | 515 |
| Appendix A. INTERMAC | 521 |
| Appendix B. Association for Corporate Growth | 523 |
| Appendix C. The Planning Forum | 527 |
| Appendix D. National Association of Corporate Directors | 529 |
| Appendix E. The Regulatory Lineup for Mergers and Acquisitions | 531 |
| Index | 539 |