Material Adverse Change : Lessons Learned from the M & A Failutres of the Great Recession

Content: Cover
 Title Page
 Copyright
 Contents
 Introduction: The Risks and Opportunities of Doing a Deal
 Notes
 Chapter 1: Why Bad Deals Happen
 A Practical Approach to Mergers and Acquisitions
 A Case Study: RBS Buys ABN AMRO
 Motivations for Deals
 A Case Study: Bank of America Buys Merrill Lynch
 Using M & A to Divert Attention
 Using M & A to Grow Quickly
 Using M & A to Solve Problems
 Horizontal and Vertical Mergers
 Conclusion
 Notes
 Chapter 2: Buy or Build?
 A Case Study: Commerce Bank
 A Case Study: Metro Bank
 Is There Anything in Between?
 A Case Study: Dow Corning Joint Venture. A Case Study: Bucknell IndustriesConclusion
 Notes
 Chapter 3: Let the Buyer Beware
 Wachovia Buys Golden West
 AOL Time Warner Merger
 Wells Fargo Buys Wachovia
 Notes
 Chapter 4: The Opportunities and Risks of Expanding Your Business Globally
 Telenor India Joint Venture
 Telenor\'s Global Strategy over Time
 Telenor Expands into Eastern Europe
 Telenor Pushes into Asia
 The Telenor Unitech Joint Venture
 Postmortem on the Telenor Unitech Joint Venture
 Lessons Learned
 Trends for the Future
 Notes
 Chapter 5: Culture Is Critical
 A Case Study from China
 A Case Study from Japan. A Summary of Other Best PracticesChapter 6: Who Is Behind the Curtain?
 A Case Study: Lloyds HBOS
 HBOS History
 Lloyds History
 Merger Timeline
 Moral Hazard
 Confusion to Stakeholders
 Short-Term versus Long-Term Focus
 Ability to Back Out
 Political Instability
 A Case Study: Kraft Buys Cadbury
 Kraft History
 Cadbury History
 Background to the Deal
 Worries About Job Cuts
 Worries About Corporate Social Responsibility
 Market Response
 Notes
 Chapter 7: Is It Too Late to Back Out?
 Case Study One: Bank of America Purchases Merrill Lynch
 Case Study Two: AT & T/T Mobile. Case Study Three: Verizon Bids for YahooConclusion
 Notes
 Chapter 8: How to Negotiate a Better Deal
 Ten Best Practices for Effective Negotiation
 1. Keep Your Eye on the Ball
 2. Remain Patient
 3. Listen
 4. Honesty Is the Best Policy
 5. Be Sensitive to the Other Side
 6. Check Your Ego at the Door
 7. Find Ways for Mutual Gain
 8. Know and Use Your Leverage
 9. Don\'t Assume That Others Will Be Rational
 10. Prepare, Prepare, Prepare
 Chapter 9: Making It Right
 Background
 Be Strategic
 Maintain a Rational Organizational Structure
 Structure the Deal Properly. Recognize the Importance of BrandEfficient Distribution
 Beware of Culture
 Have Financing Lined Up in Advance
 Establish an Appropriate M & A Approval Process
 Integrate Early and Often
 Clear Legal and Regulatory Process
 Don\'t Overpay
 Continuous Learning
 A Case Study: J.P. Morgan Buys Bear Stearns
 Conclusion
 Notes
 Chapter 10: Where Do We Go from Here?
 How Fast We Forget
 1. Increasing Pressure from Multiple Constituencies
 2. Activist Shareholders
 3. Trend from Conglomerates to Pure Play
 4. Increasing Nationalism Around Cross-Border Deals
 5. Increased Emphasis on Operating Skills.