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Mergers, Acquisitions and Financial Restructuring

Objectives

Applied course of Mergers, Acquisitions & Restructuring focused on business administration and management (‘qualitative´ methodology and methods, involving minimal financial mathematics) of the challenges these activities involve.

First class will be a lecture to present the theoretical and academic framework of mergers &acquisitions. The second class will be the discussion of 3 Reading theoretical and academic papers selected by Harvard Business School (3-8 pages/each) to be presented and discussed in class. Remaining classes will be based on the presentation and discussion of 3 Case-Studies from Harvard Business School, covering issues of “M&A”. 3 highly experienced Executives Guest Speakers in M&A processes (from the Buyer and Seller’s sides) that will deliver presentations (process from the side of the Buyer, process from the side of the Seller, and targeting and absorbing acquisitions) and will be available to answer questions.

Students will develop skills to understand M&A activities, the importance of economics and psychology in a deal, the drivers and measurement of a successful deal, learn the elements of assessing the environment structure and the adequate conduct from the side you stand and anticipate the potential conduct from the other side, learn selected best practices to build a structured analysis and develop good processes to enhance the performance of the organization, as well as understand and develop a framework to deal with the challenges posed by M&A processes.

General characterization

Code

2204

Credits

3,5

Responsible teacher

Pedro Carvalho

Hours

Weekly - Available soon

Total - Available soon

Teaching language

English

Prerequisites


Bibliography

Bruner, R. F. (Bruner), Applied Mergers & Acquisitions, First Edition, John Wiley & Sons, Inc., 2004.

Resources

Slides of the Class – Pedro Carvalho;

Presentations of the Guest Speakers;

3 Selected Cases-Studies from Harvard Business School;

3 Selected Reading materials from Harvard Business School.

Teaching method

Over the Course the Students must acquire and develop cognitive, analysis and synthesis, research, and critical views, within the aims of the Course and in line with the objectives. The course involves lectures, case-studies presentations and discussions, as well as guest speakers’ with extensive experience in mergers and acquisitions.

Lectures and discussions are based on pre-assigned readings and cases. Students will organize themselves in groups of 4/5 people. Each group should prepare a PowerPoint presentation for each case- study, which should be delivered to the Professor 24 hours in advance the scheduled class.

Groups will be randomly selected in the class for each discussion; one (or two) group will be assigned to present the case-study and another one (or two) will discuss the oral presentation of the first group.

Evaluation method

Final Exam, Case-Studies, reading case-studies and class participation:
•    Final Exam: 40% weighting, being allowed to access physical sources of information.
•    Case-Studies: 40% (20% each) weighting. 2 Case-Studies to be prepared in groups of 4/5 Students (to be decided depending on the size of the Class), before the class is held. The presentations should be delivered as follows:
 A PDF at moodle@NovaSBE in the Case-Study section (day before the Class up to 5 pm)
 A Print in the day of the Class delivered at the start of the Class (2 slides by page)
 Groups will be randomly selected in the class for each discussion; one (or two) group will be assigned to present the case-study and another one (or two) will discuss the oral presentation of the first group.
•    Class participation: 20%

Subject matter

  • (A) 3 CASE-STUDIES.

    Theoretical and academic framework of a mergers & acquisitions process:

    Economics and psychology of a deal;

    Drivers and measurement of a successful deal;

    Elements to assess the environment structure;

    The process from the side of the buyer and the seller;

    Selected best practices to build a structured analysis and develop good processes to enhance the performance of your organisation;

    Framework to deal with challenges of an M & A.

  • (B) GUEST SPEAKERS – SENIOR EXECUTIVES EXPERIENCED IN INTL. M&A.

    M&A – Side of the ‘Seller’: Managing M&A challenges and risks: the seller's perspective:

    Assets’ disposals in the context of business portfolio management;

    The sale process: how to maximize value and mitigate risks;

    Managing stakeholders during the ‘sale process’: shareholders, regulators, clients, employees and suppliers;

    Addressing post-completion issues with the Buyer.

    M & A – Side of the ‘Buyer’: The challenges of managing a post M&A:

    Implementing new governance/compliance models and rules;

    Achieving the goals of M&A: ‘extracting’ synergies, transferring know-how, leveraging business;

    Getting the right ‘global-local balance’: organizational culture and sub-cultures;

    The importance of talent retention and of robust communication.

    M&A – Successful integration:

    Targeting and negotiations;

    Absorbing acquisitions.

  • (C) 3 CASE-STUDIES SELECTED BY HARVARD.

    1. Case Study: Harvard Business School – Nestlé SA: Nutrition, Health and Wellness Strategy – 9-311-119

    2. Case Study: Kellogg School of Management – ‘Doug Cook: Acquiring a Business’ (A) – HBS – KEL484

    3. Case Study: Darden School of Business – ‘Taking a Mexican Company Global-The CEMEX Way’ – HBS – UV6381

  • (D) READING AND DISCUSSION.

    ‘Improving the Odds of M&A Success’, 3 pages (U0809B) – HBR

    M&A deals often fall short of expectations. There are reasons for this, but one is that merging companies fail to focus on the supply chain, which can be a source of significant cost savings. Learn the actions that merging companies need to take-in establishing supply chain leadership, identifying goals, developing implementation plans, and measuring success-to wring more value from their supply chains and reap the greatest rewards from the merger.

    ‘Introduction: Mastering the Merger’, 8 pages (2367BC) – HBR

    Master a merger by responding effectively to four critical questions, having as learning objective the outline of the process for executives facing numerous decisions at origination and completion of a deal.

    ‘Making Mergers Work’, 6 pages (SMR434) – MIT Sloan Management

    Planning a post-merger integration, and leveraging psychological synergies to realize economic synergies are key factors for the success of an M & A. There are 4 paths to achieve identity integration: assimilation, federation, confederation and metamorphosis.