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Class #

Date

4 (WK2)

Saturday Oct. 9 (1-4 pm)

5

Friday

(WK3)

Oct. 22

(6-9 pm)

6

Saturday

(WK3)

Oct. 23

(1-4 pm)

7

Friday

(WK4)

Nov. 5

(6-9 pm)

8|Page

Cases/Readings (Be Prepared to Discuss in Class)

Assignments (Due Prior to Class Start via email)

Key Learning Objectives

Readings: (T) Chapter 11

None (Just be prepared to discuss cases and reading materials)

1. Introduce key upfront agreements (NDA, LOI) 2. Game play strategies around optimizing price 3. Develop strategies to bridge value (structure types, contingent payments) 4. Discuss deal consideration and financing approaches to M&A 5. Define and quantify deal based synergies and show how they impact price negotiations

Teams will be given details for M&A simulation project

Readings: (T) Chapter 8, 18, 31

Team Assignment #1: Comparable Analysis

1. Discuss due diligence best practices 2. Explore methodology to link diligence to other elements of deal process (valuation, definitive agreement, integration) 3. Discuss the implications of diligence and bidding during an auction 4. Discuss internal approval processes and controls 5. Explore integration planning activities pre-deal signature

Core Topics

Upfront Negotiations: Making the Numbers Work

Doing the Deal (P1): Due Diligence & Integration Planning

Doing the Deal (P2): Negotiating the Agreement & Announcing the Deal

Case: (2&3) Disney/Pixar

None (Just be prepared to discuss cases and reading materials)

Readings: (T) Chapter 16, 19- 23, 29, 35 (AN) 3-5

The Pre-Close Process: Deal Approval and Corporate Governance

Readings: (T) Chapter 25-28 (AN) 6

Team Assignment #2: PPT Deal Proposal (Team’s will be given time slots for presentations – some Fri/some Sat)

  • 1.

    Understand key aspects of the merger or purchase Agreement

  • 2.

    Provide additional structural guidance

  • 3.

    Explore communication strategies around announcement

  • 4.

    Understand accounting/tax implications of the deal

  • 5.

    Discuss strategies to manage deal fever

  • 1.

    Discuss key corporate duties obligations in the M&A process

  • 2.

    Explore key hurdles between deal signature and close

  • 3.

    Review key anti-trust/regulatory (SEC) requirements

  • 4.

    Discuss debt or alternative deal financing

  • 5.

    Compare time to close across various deal types (particularly public vs. private target deals)

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