| Preface |
| Background / Part I： |
| Introduction / Chapter 1： |
| Recent M&A Trends |
| Terminology |
| Valuing a Transaction |
| Types of Mergers |
| Merger Consideration |
| Merger Professionals |
| Merger Arbitrage |
| Leveraged Buyouts and the Private Equity Market |
| Corporate Restructuring |
| Merger Negotiations |
| Deal Structure: Asset versus Entity Deals |
| Merger Agreement |
| Merger Approval Procedures |
| Deal Closing |
| Short-Form Merger |
| Freezeouts and the Treatment of Minority Shareholders |
| Appraisal Arbitrage |
| Reverse Mergers |
| History of Mergers / Chapter 2： |
| Merger Waves |
| First Wave, 1897-1904 |
| Second Wave, 1916-1929 |
| The 1940s |
| Third Wave, 1965-1969 |
| Trendsetting Mergers of the 1970s |
| Fourth Wave, 1984-1989 |
| Fifth Wave, 1992-2001 |
| Sixth Wave, 2004-2007 |
| Legal Framework / Chapter 3： |
| Laws Governing Mergers, Acquisitions, and Tender Offers |
| Other U.S. Takeover Rules |
| Takeovers and International Securities Laws |
| U.S. State Corporation Laws and Legal Principles |
| State Antitakeover Laws |
| Regulation of Insider Trading |
| Antitrust Laws |
| Measuring Concentration and Defining Market Share |
| Example of the HH Index |
| European Competition Policy |
| Research Note: Event Studies Methodology |
| M&A Research: Event Studies |
| Merger Strategy / Chapter 4： |
| Growth |
| Synergy |
| Operating Synergy |
| Diversification |
| Focus Hypothesis |
| Possible Explanation for the Diversification Discount |
| Do Diversified or Focused Firms Do Better Acquisitions? |
| Other Economic Motives |
| Hubris Hypothesis of Takeovers |
| Do Managerial Agendas Drive M&A? |
| Other Motives |
| Hostile Takeovers / Part II： |
| Antitakeover Measures / Chapter 5： |
| Management Entrenchment Hypothesis versus Stockholder Interests Hypothesis |
| Rights of Targets' Boards to Resist: United States Compared to the Rest of the World |
| Preventative Antitakeover Measures |
| Poison Pills |
| Corporate Charter Amendments |
| Changing the State of Incorporation |
| Active Antitakeover Defenses |
| Information Content of Takeover Resistance |
| Takeover Tactics / Chapter 6： |
| Preliminary Takeover Steps |
| Tender Offers |
| Advantages of Tender Offers over Open Market Purchases |
| Proxy Fights |
| Hedge Funds as Activist Investors / Chapter 7： |
| Macroeconomic Foundations of the Growth of Activist Funds |
| Leading Activist Hedge Funds and Institutional Investors |
| Hedge Funds as Acquirers |
| Hedge Fund Activism and Firm Performance |
| Buyout Premiums: Activist Hedge Funds versus Private Equity Firms |
| Going-Private Transactions and Leveraged Buyouts / Part III： |
| Leveraged Buyouts / Chapter 8： |
| Historical Trends in LBOs |
| Management Buyouts |
| Conflicts of Interest in Management Buyouts |
| U.S. Courts' Position on Leveraged Buyout Conflicts |
| Financing for Leveraged Buyouts |
| Returns to Stockholders from LBOs |
| Returns to Stockholders from Divisional Buyouts |
| Empirical Research on Wealth Transfer Effects |
| Protection for Creditors |
| Intra-industry Effects of Buyouts |
| The Private Equity Market / Chapter 9： |
| History of the Private Equity and LBO Business |
| Private Equity Market |
| Computing Private Equity Internal Rates of Return |
| Characteristics of Private Equity Returns |
| Replicating Private Equity Investing |
| Board Interlocks and Likelihood of Targets to Receive Private Equity Bids |
| Secondary Market for Private Equity investments |
| High-Yield Financing and the Leveraged Loan Market / Chapter 10： |
| History of the Junk Bond Market |
| Leveraged Loan Market |
| Stapled Financing |
| Divestitures / Part IV： |
| Divestiture and Spinoff Process |
| Managerial Ownership and Sell-Off Gains |
| Activists and Sell-Offs |
| Shareholder Wealth Effects of Spinoffs: U.S. versus Europe |
| Equity Carve-Outs |
| Voluntary Liquidations or Bust-Ups |
| Tracking Stocks |
| Master Limited Partnerships and Sell-Offs |
| Restructuring in Bankruptcy / Chapter 12： |
| Types of Business Failure |
| Causes of Business Failure |
| Bankruptcy Trends |
| U.S. Bankruptcy Laws |
| Reorganization versus Liquidation |
| Reorganization Process |
| Benefits of the Chapter 11 Process for the Debtor |
| Prepackaged Bankruptcy |
| Workouts |
| Corporate Control and Default |
| Liquidation |
| Investing in the Securities of Distressed Companies |
| Corporate Governance / Chapter 13： |
| Structure of Corporations and Their Governance |
| CEO Severance Payments |
| Managerial Compensation, Mergers, and Takeovers |
| CEO Compensation and Power |
| Golden Parachutes |
| Compensation Characteristics of Boards That Are More Likely to Keep Agency Costs in Check |
| Role of the Board of Directors |
| Antitakeover Measures and Board Characteristics |
| Disciplinary Takeovers, Company Performance, CEOs, and Boards |
| Merger Strategy and Corporate Governance |
| CEO Compensation and M&A Programs |
| Do Boards Reward CEOs for Initiating Acquisitions and Mergers? |
| CEO Compensation and Diversification Strategies |
| Agency Costs and Diversification Strategies |
| Interests of Directors and M&As |
| Managerial Compensation and Firm Size |
| Corporate Control Decisions and Their Shareholder Wealth Effects |
| Does Better Corporate Governance Increase Firm Value? |
| Corporate Governance and Competition |
| Executive Compensation and Postacquisition Performance |
| Mergers of Equals and Corporate Governance |
| Joint Ventures and Strategic Alliances / Chapter 14： |
| Contractual Agreements |
| Comparing Strategic Alliances and Joint Ventures with Mergers and Acquisitions |
| Joint Ventures |
| Strategic Alliances |
| Valuation / Chapter 15： |
| Valuation Methods: Science or Art? |
| Managing Value as an Antitakeover Defense |
| Benchmarks of Value |
| How the Market Determines Discount Rates |
| Valuation of the Target's Equity |
| Marketability of the Stock |
| Takeovers and Control Premiums |
| Valuation of Stock-for-Stock Exchanges |
| Shareholder Wealth Effects and Methods of Payment |
| Exchange Ratio |
| Fixed Number of Shares versus Fixed Value |
| Merger Negotiations and Stock Offers: Halliburton versus Baker Hughes |
| International Takeovers and Stock-for-Stock Transactions |
| Desirable Financial Characteristics of Targets |
| Tax Issues in M&A / Chapter 16： |
| Financial Accounting for M&As |
| Taxable versus Tax-Free Transactions |
| Tax Consequences of a Stock-for-Stock Exchange |
| Asset Basis Step-Up |
| Changes in the Tax Laws |
| Role of Taxes in the Merger Decision |
| Role of Taxes in the Choice of Sell-Off Method |
| Organizational Form and M&A Premiums |
| Capital Structure and Propensity to Engage in Acquisitions |
| Taxes as a Source of Value in Management Buyouts |
| Miscellaneous Tax Issues |
| Glossary |
| Index |
| Preface |
| Background / Part I： |
| Introduction / Chapter 1： |
| Recent M&A Trends |
| Terminology |
| Valuing a Transaction |
