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Full Description
Leverage today's most complete and practical framework for driving superior business value from mergers and acquisitions -- both domestic and international. A Comprehensive Guide to Mergers and Acquisitions Management focuses on critical success factors across every stage of the process, including planning, screening, negotiation, due diligence, transition management structures, post-merger integration, leadership and trust, cultural integration, HR practices, control, monitoring, and more. Authored by Yaakov Weber, an international expert in M&A management, strategic alliances, and strategic management, this book's uniquely interdisciplinary approach fully addresses both operational and cultural requirements, supporting participants in every role. Replete with recent examples and cases, it pays special attention to crucial strategic and behavioral linkages between pre- and post-merger stages, explaining why they are so important and how they can be managed to create maximum value. Throughout, Weber provides practical tools, tables, and figures that can help M&A implementers ensure best performance and achieve success where others have failed. As just one example, he provides proven instruments for analyzing cultural differences and the potential for synergy, and translating that potential into reality. For multiple audiences, including board members and top executives who must evaluate the strategic and financial issues associated with M&A; investment bankers, VCs, and other investors who must screen and select acquisitions; managers who must execute business combinations; consultants in strategy, HR, culture, and other areas; and faculty and students in executive education, MBA, and BA-level business programs.
Contents
Preface xviPart I Value Creation Model for Mergers and Acquisitions 1Chapter 1 The M&A Paradox: Factors of Success and Failure in Mergers and Acquisitions 3Finance and the Capital Market 5Strategic Management 7Organizational Behavior 9References 11Chapter 2 An Integrated Model for Value Creation in Mergers and Acquisitions 13Overview 13Different Disciplines, Different Stages, No Interrelationships 14An Integrated Model for Value Creation in M&A 17Stage I: Planning and Strategic Management 181 Strategic Management, Goals, and M&A Strategy 182 Searching, Screening, and Selection 193 Financial and Strategic Estimate, Including Synergy Analysis and Corporate Culture Differences 194 Integration Planning 20Stage II: Negotiation, Due Diligence, and Agreement 201 The Negotiation Processes 202 Assessment of Due Diligence 21Stage III: Integrating the Organizations 221 Approaches to Integration, Cultural Differences, and Human Capital Integration 222 Leadership and Integration Infrastructure 233 Stress and Tension 234 Communication Strategy 245 Cultural Assessment and Cultural Integration 246 Integration Approaches 257 Evaluation, Control, and Feedback 26Conclusion 26References 27Chapter 3 Strategic Motives and Considerations 29Introduction 29Strategic Motives for an M&A 29Synergy 30Market Power 31Diversification 31Financial and Tax Issues 32Valuation Ratio 32Agency Theory 32The Strategic Management of M&As as Part of Corporate andCompetitive Strategies 33References 36Chapter 4 M&A Strategic Decisions .37Decision 1: Should the M&A be Part of the Current Strategy? 37Decision 2: Choice of the Appropriate Partner for the M&A:Strategic Fit and Post-Merger Integration (PMI) 40Diversification: Two Main Types of M&As 41Entering into a New Industry 41Unrelated Diversification: New Business 42Related Diversification 43Joint Ventures 47Strategic Outsourcing 48Reference 49Part II Analysis Tools for Key Success Factors 51Chapter 5 Synergy Potential and Realization 53Introduction 53Sources of Synergies 53Sharing Resources 54Knowledge, Skills, and Capabilities Transfer 54Types of Knowledge 55Knowledge Transfer Process 56Issues of Knowledge Transfer 57Enable Knowledge Transfer 58Knowledge Transfer in Technology and Innovation-Intensive Acquisitions 59Knowledge Transfer of General Management Skills and Capabilities 60Other Benefits of the M&A 60Analysis of Synergy Potential 61Horizontal Mergers 61Vertical Integration 62Saving on Expenses 63Assurance of Supply or Demand 64Improvement of Competitive Advantage 64Disadvantages of Vertical Integration 65References 68Chapter 6 Culture and Cultural Differences Analysis 69Introduction 69The Importance and Advantages of Evaluation and Measurement of Differences of Management Culture 70What Is Organizational Culture? 71Dimensions of Organizational Culture 721 Approach to Innovation and Activity 732 Approach to Risk-Taking 733 Lateral Interdependence: Horizontal Relationship 734 Top Management Contact: Vertical-Hierarchical Contact 745 Autonomy and Decision Making 746 Approach to Performances 747 Approach to Rewards 75Measurement and Evaluation of Cultural Differences 76Using Cultural Differences Analysis in All M&A Stages 79Conclusion 81References 81Chapter 7 Searching, Screening, and Selection of M&A Alternatives 83The Process of Search and Identification 83Establishment of a Business Development Unit 84Determination of Criteria for the Search and Screening 86Determination of Search Strategy 92Independent Search Plan 92Search through Agents 93Approaching the Target Company 94Friendly Approach 95Making-the-Most-of-the-Opportunity Approach 95Hostile Approach 95References 97Part III Negotiation 99Chapter 8 Selection of Target and Negotiation Process 101Choice of Partner 102Sources of Information 105Evaluation of the Target 107Price Valuation 109Negotiation 110References 123Chapter 9 Extended Due Diligence Examination and Summative Evaluation for M&As 127The Process and Goals of Due Diligence 127Extension of the Due Diligence Examination 128Topics for the Examination of Due Diligence 129Legal Topics 130Business and Operational Topics 132Due Diligence Examination of Organizational Culture 136Evaluations Regarding Synergy Potential and Realization 137Chapter 10 Agreements 141Letter of Intention (LOI) or Memorandum of Understanding (MOU) 141The Acquisition Agreement 145How to Be Helped by Lawyers 147Part IV Post-Merger Integration and Implementation 149Chapter 11 Management of Culture Clash 151Culture Clash Evolution and Stages 151I Perceived Differences 152II Magnified Differences 152III Stereotypes 153IV Putdowns 153Managing the Culture Clash 153Planning Stage 153Negotiation Stage 154PMI Stage 154References 156Chapter 12 Communication 157Introduction 157Communications with All Stakeholders 157Communicating with External Parties 158Communicating with Internal Parties 160Managing Communication 163Methods and Channels of Communication 165References 166Chapter 13 Integration Approaches 167Introduction 167Integration and Culture Clash 167Trade-Off Between Integration and Synergy Exploitation 168Cultural Differences and Levels of Integration 169M&A Performance and Integration Approaches 170A Framework for Integration Approach Choice 172References 174Chapter 14 Human Capital Issues and Practices 177The Human Factor 177The Effects of Cultural Differences and Level of Integration onBehavior in an M&A 178Culture Clash Effects on Behavior 178Level of Integration Effects on Behavior 179Nature of Contact 180HR Issues, Implications, and Actions at M&A Stages 181Planning Stage 182Negotiation Stage 183Implementation Stage 184HR Practices 185Training 186References 187Chapter 15 M&A Leadership 189Introduction 189Leadership Challenges During an M&A 189The Roles and Skills of Leadership in an M&A 190Leadership Teams 191Leadership Skills 192References 198Chapter 16 Trust Formation and Change in M&A 201Introduction 201Trust in the M&A 201The Nature of Trust 202Prior Relationships 203Negotiation Process 204Partner Abilities and Competencies 204Cultural Differences 204Leadership 204Process Dynamic and Learning 205Communication 205Autonomy Removal 206Perceived Benefits 206Consequences of the M&A and Trust 206References 207Index 209
