Book Description

The definitive work concerning Warren Buffett and intelligent investment philosophy, this is acollection of Buffett's letters to the shareholders of Berkshire Hathaway written over the past fewdecades that together furnish an enormously valuable informal education. The letters distill in plain words all the basic principles of sound business practices. They are arranged and introduced by a leading apostle of the "value" school and noted author, Lawrence Cunningham. Here in one place are the priceless pearls of business and investment wisdom, woven into a delightful narrative on the major topics concerning both managers and investors.These timeless lessons are ever-more important in the current environment. ... Read more

Reviews (46)

The Wit and Wisdom of Warren Buffett
If you are used to reading public company annual reports, including the (usually) short letters from company presidents, you know how shallow, self-congratulatory and sometimes even misleading these reports can be. On the (extreme) other hand, Warren Buffett's annual letters in his Berkshire Hathaway annual reports represent detailed, on-target, lively and highly readable masterpieces of valuable education, information, and wit. You can read Buffett's annual letters for free at Berkshire Hathaway's website, but it will take you a while, since there are many of them (back to 1977) and they run 20+ pages each. Further, Buffett's various letters weren't intended to serve as serial chapters of a book. Better, you can shell out the cost of Lawrence Cunningham's thematically organized collection (220 pages or so)of Buffett's essays and gain a better appreciation of the numerous important topics that Buffett addresses. These topics include, first and foremost, the critical impact of the quality of corporate governance--Buffett was years ahead of most investors in focusing on this area. Other topics include corporate finance (addressed with a clarity that is both unusual and revealing of Buffett's powers of insight), mergers and acquisitions, accounting (Buffett is the only person I know who can regularly make accounting seem positively interesting), taxes, junk bonds and much more.

Moreover, Buffett's Berkshire Hathaway is nearly unique in its intense commitment to shareholders. The opposite (a commitment to management entrenchment and exorbitant compensation) is the norm with so many companies today that it would be easy to forget how vital shareholder primacy should be. As you read Buffett's essays you will have a model to measure other companies against--which should come in handy the next time you exercise your voting rights as a shareholder.

Life is short. As an investor or a concerned citizen-shareholder, you can learn through your own experiences, of course. There's nothing wrong with that, but the process can be long and expensive. (Depending on one's experiences, it can be very expensive.) Alternately, you can learn via Warren Buffett's lifetime of experiences distilled into a very readable, lively, fascinating collection of his essays. Buy the book-I doubt that you'll regret it.

Wisdom from the Heartland
This collection of essays by Warren E. Buffett, compiled by Lawrence A. Cunningham, is an excellent introduction to basic investment concepts that have proven successful for the 'Oracle of Omaha' and his loyal following. The reader will want to supplement these papers periodically with more timely updates from the annual letter Buffett writes to the shareholders of Berkshire Hathaway. Buffett's ideas have been widely reported so there are no surprises here. To be sure, Buffett is consistent. He pokes fun at the 'efficient market' school which confuses stock price with stock value. Early on we hear him calling for the expensing of stock options and urging more transparent, segmented financial reporting by large companies. For Buffett mechanically rebalancing portfolios to achieve diversification, back in fashion, may miss the point of holding-on to your best investments for superior returns. Distinguishing between Growth and Value styles of investing is unnecessary and misleading. If you have ever wondered why Berkshire Hathaway does not pay a dividend or why it doesn't split its high stock price, Buffett gives his reasoned explanations. It was Warren Buffett's fundamental school mentor Benjamin Graham who introduced the allegory of Mr. Market and the concept of 'margin of safety' both of which get satisfactory attention here. Most importantly, I think, Buffett reminds us continually that as stock market investors we are buying for the long-term parts of real businesses that produce measurable cash flows as evidence of their intrinsic value. Real businesses that produce real value are run by dedicated, competent leaders who know how to allocate capital. Hanging-on to such deceptively simple principles can get an investor through some very rough market cycles. Reading this collection is a lot like listening to the conversation of an avuncular and very experienced elder who with great patience, common sense, and wit explains what principles have guided his (investment) life. Indeed uncommon sense and integrity are hallmarks of Warren Buffett's writings. Humor too. In what other serious investment study will you get quotations from such luminaries as Woody Allen, Mae West, and Yogi Berra. Buffett loves aphorisms to make his point. I challenge anyone reading this book not to underline or commit to memory some of these gems. For a general introduction to the fundamental school view of investing this collection is required reading.

Delayed in print and not "OUT OF PRINT"
I have been talking to Professor Cunningham and apparently, this book is not "out of print" as amazon states (Third party private sellers are selling the book for as much as $99) but rather, just delayed in printing. He will have the next shipment of books to amazon soon, and it will be retailing for US$25. This should appear on amazon very soon, so just keep checking back!

For bulk orders, please contact Professor Cunningham directly at cunninlb@mail.bc.edu.

Hope this help!

Cheers
Alex

Proper Business Practices
"The Essays of Warren Buffett" is a textbook on proper business practice used at Cardozo Law. Yeah, I know you can go to the Berkshire Hathaway website and get all of Buffett's letters to the shareholders (in fact those who truly want to know more can do this). But this book cuts to the chase. It is edited in such a way that the essays are grouped in a logical manner. Thus, you don't have to plow through all the letters ( which at times can be boring and redundant).This makes reading rather convenient and efficient. The parts of the book that are most useful for an individual investor are the sections on "corporate governance" (in which Buffett describes what makes a good CEO and Board) and on "corporate finance and investing" ( in which Buffett argues against the Efficient Market Theory and argues for the Graham-Dodd approach). I found the essays on "accounting and valuation" and "accounting policy and tax matters" a bit tedious (though the section on stock options was rather interesting).

Abandoned his own principles in the late 1990s
Buffet is trenchant and smart but abandoned his own principles in the late 90s after run ups of KO, FRE, and other stocks he had the foresight to purchase in the 80s. He attempts to justify this in the 90s with inapt analogies, covering up his own failure to stay true to the principles he learned at the feet of Dodd and Graham. His stockholders paid, and he has since and recently recanted. Only this leaves him in the category of those investors who deserve the platinum medal of investing .... one of the all time greats. ... Read more

Book Description

The Art of M&A, Third Edition, is the leading answer book in today's fast-changing, enormously complex merger world. Written in a handy, easy-reference Q&A format, this no-nonsense handbook covers everything from the early stages of locating a suitable target--or finding that you are a target--through the postmerger trials of turning multiple companies into one.

Synopses of nearly three dozen landmark cases give real life insights into legal rulings from previous high profile mergers. Over the past decade, The Art of M&A has helped thousands of executives make sound decisions. Now, let it provide all the information you will need to buy or sell companies, whether public or private, domestic or foreign. ... Read more

Reviews (10)

Great Reference Book
This is a fantastic reference tome for anyone involved with M&A. As a private equity Associate, I have found this book to be invaluable on multiple levels as both a reference guide for securities law, as well as for procedural issues such as sample formats for term sheets, DD check lists, etc.

Also, while it is a dense read, I think this would be invaluable for people just entering either Investment Banking or Private Equity to read as an introduction to the rules, regulations and procedures surrounding mergers/acquisitions.

A Definitive Manual for M&A Transactions
If you only were allowed to have one book on this subject in your library, this is the one that you want. It gives good coverage to all of the important topics needed to evaluate, price and execute a transaction. The footnotes at the end of each chapter are an excellent reference. It also benefits from a very detailed index. The Q&A format of the text is a bit unusual for a work of this type, but is actually quite useful when browsing or quickly finding the key theme of each paragraph or section. It also contains a good selection of sample documents and checklists. Overall, it delivers a lot of high quality information the investment banking professional can really use.

Yes, this is a very focused topic, but it is a great book!
The very size of this book on such a specialized topic may seem daunting. However, the writing is so lively and the organization by question and answer is so easy to use that you will find this a very useful and comprehensive handbook.

It is NOT a theory laden textbook. Rather, it is a very useful and practical guide to the field and will help the careful reader avoid many pitfalls. There are many ways to make mistakes in buying companies and this book can open your eyes to quite of few of them. In fact, if you are the target of a buyout, this book can be of special importance and interest.

I admit to being fascinated by this topic so take that into consideration when evaluating what I say about this book. But even so, mergers and acquistions are so much in the news (for good and ill) that it can only help to get more background on what is really going on and how these deals are (or at least should be) put together.

The book reads MUCH shorter than its size and is fairly comprehensive on the subject - from the methods in selecting candidates for acquisition to what to do when you are a target of an acquisition to some very specialized topics. It also deals with M&A issues with both public, private, and even family firms.

Honestly, I am surprised at how glad I am that I bought this book. It is terrific.

Highly Practical
I have been an M&A practitioner for twenty years and rarely have I found a book that is as readable and useable as this one. The author is able to synthesize difficult concepts and communicate them in a highly user friendly way.

Very thorough
Very detailed source for information on mergers, acquisitions and buyouts. The question and answer format is a great way to identify the information that you need. This book really is a handbook; I wouldn't encourage reading it cover to cover, but to use it as more of a reference book. The footnotes at the end of each chapter are useful to finding more in depth information, and the book gives a generous number of websites which you can consult. ... Read more

Book Description

"A well written and comprehensive journey into M&A...an essential reference for any M&A practitioner...this isn’t just a book about great thoughts and process, but rather how to turn insight into deals, and deals into lasting value."
–From the Foreword by Joseph R. Perella
Chairman, Institutional Securities and Investment Banking Group, Morgan Stanley

"Bob Bruner’s Applied Mergers and Acquisitions is a masterful and comprehensive treatment of the topic of M&A. The book is remarkably complete, discussing economic valuation, legal considerations, deal structure, ethics, accounting, post-merger integration–and more. It blends material from practice and from academia in an easy-to-read style, making it a must-read, and want-to-read, for anyone interested in this subject."
–Peter Tufano
Sylvan C. Coleman Professor of Financial Management, Harvard Business School

"Preeminent scholar Robert Bruner has combined the best insights from theory with proven lessons from industry to produce the definitive resource on mergers and acquisitions. Bruner’s renowned teaching skills and keen intellect are evident throughout, rendering a must-read for finance students, investors, and corporate executives into a remarkably enjoyable read."
–Mark Kritzman
Managing Partner, Windham Capital Management Boston and Research Director, The Research Foundation of the Association for Investment Management and Research (AIMR)

"How many books really succeed in teaching M&A practitioners to distinguish among deals that should be avoided, deals that are promising but can’t be executed by the teams involved, and deals where significant value can be achieved? We should start the count with Bruner’s Applied Mergers and Acquisitions. Bruner is the ultimate teacher for practitioners who want to improve performance."
–Edward A. Snyder
Dean and George Pratt Shultz Professor of Economics
University of Chicago Graduate School of Business

"Bob Bruner has achieved the impossible: covering in one book all relevant economic, financial, accounting, legal, and tax aspects of mergers and acquisitions and illustrating each concept with case studies. Impressive!"
–Theo Vermaelen
Professor of Finance, INSEAD

"Bob Bruner’s book combines the best of academic thinking and business practice on one of the most fascinating and challenging topics in all of business. The area of mergers and acquisitions stretches executives and scholars to consider the whole realm of management practice–from strategy, to finance, to law, to negotiations, to integration planning, to human behavior."
–Robert S. Harris
Dean, Darden Graduate School of Business Administration, University of Virginia ... Read more

Reviews (1)

Comprehensive and well written!
Truly an essential reference for M&A. I found the book incredibly helpful in assessing M&As for future value. The case studies particularly helpful. Every executive should read this book. ... Read more

Book Description

This book offers a unique combination of practical valuation techniques and the most current thinking to provide an up-to-date synthesis of valuation theory as it applies to mergers, buyouts, and restructuring. It includes detailed treatments of such topics as free cash flow valuation, valuation of leveraged buyouts, Real Option Analysis as applied to entry and exit decisions, valuation of special offer structures, and more. ... Read more

Book Description

This second edition is written readers who crave real world learning. Professor DePamphilis has filled this book with updated cases and grounded models which reflect the theoretical underpinnings of the field. Expanded usage of "key idea" section headings enable the student to understand more easily the key point in each section of each chapter. Chapter 5 provides a detailed listing of questions commonly used to evaluate target firms doing due diligence.A primer on using financial ratios in Chapter 8 has been extended to include a convenient summary of commonly used financial ratios and suggestions as to how they may be used to evaluate target firms.The accompanying CD includes a set of Excel spreadsheets that supplements Chapter 8.

An Instructor's manual, available on the web, contains suggested learning objectives, chapter presentations for creating lectures or providing students with study guides, more than 750 test questions and answers (including true/false, multiple choice, essay questions, and practice problems), and solutions to all chapter business case studies in the book. The manual also contains detailed course syllabi that have been used extensively for both undergraduate and graduate classes and suggested ways for teaching the materials.

Includes 18 new case studies; all 70 cases have been updated

Instructor's Manual available on the web; includes practice problems and solutions

Accompanying CD includes a set of Excel spreadsheets that will supplement Chapter 8 ... Read more

Reviews (9)

Includes great M&A modeling software
This book takes the mystery out of M&A financial modeling and structuring deals. Many books on the subject seem to take a "black box" approach to how to do deal structuring and valuation. The author discusses in plain language how to do valuation, simulation, and deal structuring using financial models and how to use such models to select the best offer price for a target firm. The book includes detailed discussions of tax, accounting, and alternative deal structures.

The CD accompanying the book contains an Excel spread sheet model that can be modified to fit the unique circumstances of any transaction. This alone justifies buying the book, in my opinion.

The book also provides keen insights into how M&A can be used to implement business plans, how to identify potential target firms, strategies for contacting potential targets, and how to draw up initial documents such as confidentiality agreements and letters of intent. The book is highly comprehensive covering virtually all topics necessary to understanding the M&A process.

For the money, it is the best book on the subject, up-to-date, complete, and highly readable. If you have a serious interest in the subject, this is an important book to add to your library.

Outstanding treatment of technical/non-tech.aspects of M&A
Unlike many other treatments of this subject, this text discusses M&A in the context of a process or framework. The author takes great pains to show how all M&A related activities interact. The text discusses both technical (e.g., valuation, accounting, and tax issues) and non-technical (e.g., strategy development, identifying potential targets, initial contact, negotiation, and integration) issues. The book does an excellent job of talking about alternatives to M&A for executing strategies, including alliances, joint ventures, partnerships, etc.

Numerous recent case studies illustrate various concepts and situations. The coverage of laws affecting different types of business combinations, of accounting standards applicable to M&A, and of relevant tax considerations is both current and excellent. The book also contains useful checklists to facilitate implementing transactions. The book is also chock full of helpful insights and hints of what to look for and how to avoid the traps that often accompany different types of transactions.

The book also contains an excellent discussion of other ways to enhance shareholder value. These include spin-offs, divestitures, carve-outs, bust-ups, and bankruptcy.

The book is highly practical and well-documented and could be viewed as a handbook on how to use M&A (or alternatives to M&A) to execute business stratgies. I think the book is an indispensable reference for accountants, lawyers, investment bankers, CFOs, and others involved in making transactions happen.

Thoughtful, Stimulating, and Enjoyable
This book is very well written...packed full of helpful information on M&A. The author's use of short cases to illustrate key points was most helpful. I found the down to earth discussion of how to put deals together very clear. I particularly enjoyed the fact that the scope of the book included an extensive discussion of alternative strategies such as JVs to mergers and acquisitions. The author also managed to include an exceedingly large number of case studies in the book, many of which were international transactions. Good book, good read. I highly recommend it.

Great M&A, Valuation, and Modeling Book
While this book covers all aspects of how to do a deal, the chapters on valuation, deal structuring, and financial modeling are by far the most lucid I have seen. The Excell spread sheet model on the CDROM accompanying the book provides incredibly helpful insight into how purchase price strategies are developed. The reader can review all of the underlying formulas enabling them to modify the model or to develop their own. Moreover, the model provides the reader with unusal insight in how all valuation, tax, accounting, and synergy considerations converge and interact to affect price. Overall, the book is very well written, clear, and supported.

Winning book, winning software
I loved this book. It managed to treat a highly complex subject in an understandable fashion. The author makes use of detailed examples (alright, sometimes too detailed) and explanations to ensure the reader is able to understand important points. The book is sprinkled with short business cases to illustrate key points and concepts. The author removes successfully the shroud of mystery that seems to envelope some books on this subject, namely with many authors it is unclear how they arrived at a particular conclusion. This book also does a great job of documenting observations and conclusions. The reader is given the opportunity to review additional resources if he (she) is interested in drilling down in more detail on a single subject.

The author also gives the reader incredible insight into M&A model building, providing detailed excel spreadsheets containing the underlying formulae needed to value transactions and determine financing feasiblity. I was able to alter many of the model's formulas to meet my own requirements. This model saved me many hours of painstaking work that I would have had to undertake in its absence.

While book contains cases desribing virtually all major transactions during the last decade, it is a little light in its discussion of international transactions. The major ones are covered such as Vodafone and Mannesmann, but I would have like to see a broader cross section of international transactions covering more industries. However, this would add substantially to the book's length. Given the author's writing and organizational skills, I would like to see a book focused totally on interantional transactions by him.

All in all, the book is well worth the price. In fact the software alone on the CD ROm may be worth the price. ... Read more

Book Description

Barbarians at the Gate has been called one of the most influential business books of all time -- the definitive account of the largest takeover in Wall Street history. Bryan Burrough and John Helyar's gripping account of the frenzy that overtook Wall Street in October and November of 1988 is the story of deal makers and publicity flaks, of strategy meetings and society dinners, of boardrooms and bedrooms -- giving us not only a detailed look at how financial operations at the highest levels are conducted but also a richly textured social history of wealth at the twilight of the Reagan era.

Barbarians at the Gate -- a business narrative classic -- is must reading for everyone interested in the way today's world really works.

Reviews (59)

Descriptive
Barbarians provides a detailed look into the biggest LBO in history - RJR Nabisco. The author does any amazing job of describing the events, people, industry and money involved in this transaction. The author paints a perception of what drives men in the LBO industry - ethically and economically. He doesn't try to sway your opinion one way or the other. The chain of events, themselves, makes this book worth reading - no player in this transaction is left untouched. I recommend anyone interested in LBOs to pick and read this book. Tremondous insight into the LBO/power player industry

One of the Best of the Subject
This book is a description of the largest leveraged-buy out of the 80's. The book covers the management buy out of RJR and all the financial moves that took place to get it done. It covers the winners and losers and the tactics they used. The authors are investigative reports so they have the ability to provide the reader with a very well constructed and easy to understand story. They really bring the reader into the negotiations and all the high pressure and tension is coved to the reader. The most fun was when the authors took to describing all the financial players involved, their egos and ways of life and doing business. The excesses of some of the companies detailed are really something.
If you are interested in this topic then I would suggest you also read "Den of Thieves" and "Predator's Ball", both of which cover the 80's M&A and Junk Bond world. To get a better understanding of KKR, I would suggest "Masters of Debit" and if you are looking for more info on this particular deal I would suggest "True Greed".

Okay, Okay, But Why Is The Book Great?
To start explaining this book you must understand that the book has been written by two investigative reporters, so it reads like a well written novel. In fact with some of these books you must remind yourself that it is not fiction.

The other thing is that the authors emphasize the people and what they think, their motivations, their egos and their vulnerabilities. It is not a financial book. It is more of a novel. When you combine the writing plus with the emphasis on the people you get a best seller - as we have.

Here is the situation. The CEO's of some of these corporations get greedy and decide that making millions per year and having a fleet of their own jets - is not enough. They want to borrow money and buy the whole company. That is what we had here. The CEO Ross Johnson proposes a leveraged buy out (LBO) of RJR-Nabisco, which had previously merged. His idea is to borrow money and buy all the stock. So it is really a story about Ross Johnson and whether or not he could pull of this (theft) purchase from the shareholders by borrowing enough money. He is abetted by bankers and investment people, and they all want a piece of the action and large fees. It is all quite fascinating stuff.

But he hits a snag. The prize is too big and draws other people into the fray.

Like sharks smelling blood in the water he attracts KKR runs by Henry Kravis - a New York based LBO company. It decides it wants to get involved. The book takes us like a suspense novel through various negotiations and heavy duty meetings in Manhattan until it is finally settled. It makes for a fascinating read.

Recently I read another book that I thought was quite different but just excellent. Ross Johnson in the present book RJR-Nabisco was the CEO of a large public company and he became such by working his way up through the ranks. To me a more fascinating book is Losing my Virginity by Richard Branson also at Amazon.com. Branson starts his career by himself selling a magazine as a teenager, starts Virgin Records, takes on and beats back British Airways with Virgin Airways, and does it all with a flair for the dramatic - and often he owns the companies.

Jack in Toronto

A Classic Tale of Wall Street and Greed
This book became the basis for a paper I wrote in school and by the time I finished the book and the paper, I was actually surprised by my conclusions.

Leveraged Buy Outs (LBO) and Management Buy Outs (MBO) were all the rage in the eighties, and this book chronicles what is good about them as well as what is bad. In the general public's opinion, the bad far outweighs the good, but from a maangement standpoint, they can be a good idea.

The leveraged buyout of the RJR Nabisco Corporation for $25 billion, recounted in this book, is a landmark in American business history. Ross Johnson, CEO of RJR Nabisco, is is just one of the colorful cast of characters involved in the midst of this book, as he sets in motion whagt would become the basis for the events chronicled in "Barbarians."

Should be required reading for all business students and busienss leaders.

fascinating account of the 1980s merger mania
It reads like a thriller. Once I started reading it, I couldn't put it down. It is the story of the RJR Nabisco buyout through the eyes of two journalists and it shows that a real world story can be just as dramatic as fiction. This book is one of the most important documentaries of the 1980s. ... Read more

Book Description

Based on the authors' consulting experience with numerous Fortune 500 companies, this resource will help you capture the synergies of your next merger or acquisition more quickly and effectively. Augmenting their step-by-step advice with helpful templates, checklists, graphs and tools; Galpin and Herndon provide sound guidance for successfully integrating different processes, organizations, and cultures. The authors also address pre-deal dos and don'ts, people dynamics, common mistakes, communications strategies, and specific actions you can take to create measurable positive results throughout the integration process. ... Read more

Reviews (4)

Post-Merger Process Tools for Big Companies
Having been a manager at a large company, I can see how this book would be beneficial for managers at large companies that are doing acquisitions. But from the perspective of a manager at a smaller company that is being acquired, this book was not particularly helpful.

Packed With Knowledge!
This thorough, detailed book focuses on the misunderstood aspects of merger and acquisition management. Timothy J. Galpin and Mark Herndon clearly have vast experience and draw on case studies to illustrate their suggestions. They provide sample surveys and integration flow charts to guide hands-on planning, and offer practical advice that you can apply in real-world situations. Not all of these ideas are new, nor do the authors claim them to be. Instead, they apply the most relevant ideas from management and psychology to M&A. The authors hammer home an extremely consistent message: You must communicate. They present their ideas clearly, even though the book is often wordy and uses a lot of passive voice (alas, business prose). Nonetheless, this is actually a very dense book and the authors are careful not to waste the reader's time. This is essential reading for virgin M&A managers, and we at getAbstract think that even experienced acquirers may find much to learn.

About as "Complete" as Possible
There is already an abundance of resources on the subject of M&A, especially those available on the WWW. If you are looking for a single-volume source, this is probably one of the best. The authors devote 14 chapters to virtually all aspects of M&A. In process, with clarity and eloquence, they explain the "Watson Wyatt Deal Flow Model" which, after appropriate modifications, can be applied to almost any organization involved in M&A negotiations, either as a buyer or as a seller. The final chapter, all by itself, is well worth the cost of the book. In it, the authors suggest various "keys" to M&A success. They then provide:

Resource A: Sample Task Force Charter

Resource B: Integration Planning Template

Resource C: Executive Summary of Watson Wyatt Worldwide's 1998-1999 Mergers and Acquisitions Survey

What we have here is a single-volume in which two experts on the subject of M&A seem to share everything they know about the subject. Even if your company is not currently a buyer or seller, its senior-level executives should read this book. Why? Because you just never know. Perhaps sooner than now anticipated, your company will be courted by another...or it will be attracted to another company as a prospective acquisition. In either situation, this book (and the "Watson Wyatt Deal Flow Model" it discusses) will be invaluable.

Supplement to Wall Street M&A deals
The book is a great supplement to the subject of Valuation models and talks about in depth analysis that goes into the art of valuing a company. It actually goes in to informing the reader about the pre-merger and post-merger outcomes.....very informative and analytical! ... Read more

Amazon.com

Five Frogs on a Log is a practical and easy-to-absorb manual for corporate leaders facing those intense periods of total transformation that seem--for better or for worse--to define today's business world. Written by Mark L. Feldman and Michael F. Spratt, both partners and managing directors of PricewaterhouseCoooper's global M&A consulting division, the book aims to help managers through the "jolts, curves, and emotional potholes" that inevitably accompany such large-scale restructuring. "The high-priced bankers and lawyers exit with the close," they write, "leaving management to confront the challenge of producing results that justify the price, the added risk, and/or the significant disruption to current operations. To complicate matters, they face what amounts to a new company and a set of unexpected demands that can easily divert them from capturing the value that drove the deal." With help from insightful illustrations and quotations from those who have been there, Feldman and Spratt build upon their basic theory--that speed is of the essence in corporate upheavals of this type--by offering pragmatic solutions for the myriad problems that invariably arise. --Howard Rothman ... Read more

Reviews (23)

This book saved my company twice
I've purchased over 50 copies of this book. Before our first acquisition attempt, I bought this book for the entire executive team. We used it as a field manual. It was great. It gave us solid guidance and confidence while we were sorting out union accommodations and shareholder approvals. But, when union demands became difficult we remembered the authors saying that deal momentum often results in closing bad deals. This is because CEOs generally don't want to walk away from the high investment of time and resources they have already put into deal completion. The authors compellingly asserted that with the odds generally against acquisition success, if you can't do a deal on your terms, don't do it. After much debate we decided the authors had a point. We walked away from the deal. Looking back, this advice alone saved our company.

Our second acquisition was completed. But the two management teams began to argue immediately. We set up transition teams and made certain everyone had a copy of "Five Frogs". This book became our bible for accelerating the integration of the companies. The guidelines on post-deal priorities, reorganization and communication helped break through every impasse. We followed their advice to the letter and we've been growing profitably ever since. We are still following the book's advice and I'm still giving copies of the book to new colleagues and other CEOs. If you're going to merge two companies, do what we did. Buy this book for every member of the management team and insist that they read it. You'll be glad you did.

Unexpectedly fun to read!
I had expected to get a dry, formulaic tome on standard business practices from a couple of long-time PWC executives. What I found in this book is actually an entertaining and deeply insightful guide to merger and acquisition integration strategy. I also found it to have actionable recommendations, and would urge anyone working on a merger or acquisition to READ THIS FIRST!

Very thought provoking
This book is an excellent view of the M&A process from a very different angle. Many books cover the mechanics of the process, but this one looks at the outcomes for human beings - our most important assets. I would recommend it highly.

Worth reading
Having been on the receiving end of several poorly-executed acquisitions, I much appreciated the authors' vivid descriptions of merger complexity - and their straightforward advice on how to avoid it. Definitely worth reading.

The best of them all
My company has been making acquisitions for over twenty years and I think we've read all the merger books in print. "Five Frogs" is the winner when it comes to candid, practical and intuitive advice on how to accelerate through the post-deal transition without destroying shareholder value. Its a fast and easy read that makes its points clearly and with great examples that force you to think intelligently about decisions that must be made and executed quickly. The two chapters on internal and external communications planning and execution alone are worth the price. Our results from following the authors'advice on post-deal priority setting were both powerful and surprisingly painless. We're about to go through the biggest merger in our history and every member of every transition team in both companies now has a copy of "Five Frogs." It's become our merger bible. Also, if you get a chance to hear Feldman speak on the subject, don't miss it. He's an articulate and entertaining speaker who's seen it all. Very motivating. ... Read more

Book Description

Praise for International M & A, Joint Ventures & Beyond

"The Second Edition of International M&A, Joint Ventures, and Beyond is superb. David BenDaniel, Arthur Rosenbloom, and James Hanks Jr. have assembled informative, comprehensive, and reliable source materials for cross-border merger and acquisition transactions. These materials will benefit those of us who are engaged daily in the international arena as well as those who are introduced to such ventures for the first time."
–Arthur M. Siskind, Esq., Senior Executive Vice President and Group General Counsel, The News Corporation Limited

"In their second edition of International M&A, Joint Ventures, and Beyond, BenDaniel, Rosenbloom, and Hanks update readers in business, law, and academia alike on what it takes to get sound cross-border deals accomplished. This book is a must for practitioners and in courses covering cross-border business transactions."
–Alan Patricof, Chairman, Apax Partners, Inc.

"A thoughtful compilation of topics, authors, and points of view that is as useful to the novice as it is to the experienced practitioner. Rosenbloom and BenDaniel, now joined by Hanks, are there when you need them."
–Arthur Kowaloff, Managing Director
BNY Capital Markets, Inc.

"This is an excellent set of materials on cross-border business combinations–the best that one can find anywhere. The authors are leading practitioners and academics, and their unparalleled expertise shows in this fine work. The topic is, of course, of ever-growing importance as integration in the world economy continues at a rapid pace."
–John J. Barcelo III, William Nelson Cromwell Professor of International and Comparative Law, and Director, Berger International Legal Studies Program, Cornell University ... Read more

Reviews (3)

Good summary
The book covers the accounting, legal, tax and financing aspect of international merger and acquisition activities. There are 15 chapters, with each chapter contributed by different author. The continuity is not good. The lack of real world M&A cases is the major drawback of this book. At the graduate level, the book is still useful as a checklist.

Very Useful.
A very useful companion to the main text. Provides a substantial amount of additional material, such as Q&A on the text, Q&A on real-life examples of mergers and acquisitions, sample forms, checklists, and an additional reading list. I highly recommend it.

excellent overview
This is an excellent resource with helpful checklists and quick overviews on points to considering when structuring an international deal. Chapters on legal aspects of international joint ventures (Robert F. Ebin) and International Project Finance (Scott L. Hoffman) are top-notch. I highly recommend this to anyone "doing the deal." ... Read more

Book Description

Praise for Valuation for M&A

"Clearly written, with extensive but easy-to-follow exhibits to illustrate points in the text. It covers everything from setting criteria and conducting the search for targets or acquirers, through several chapters on valuation, to a chapter on ‘The Art of the Deal’."–Shannon P. Pratt, CFA, FASA, MCBA, Managing Director, Willamette Management Associates

"[An] easy read. Covered like no book before it, simplified by experts!"–Lawrence W. Newman, Senior Vice President and Chief Financial Officer, Underwriters Laboratories Inc.®

"A solid contribution to the valuation profession . . . excellent job of addressing the many unique issues that arise in M&A... Two thumbs up!"–Jay B. Abrams, ASA, CPA, Abrams Valuation Group

"Provides an excellent roadmap for the M&A process and focuses on the elements critical to building value in private businesses ... Don’t enter into a negotiation without reading this!"–Z. Christopher Mercer, ASA, CFA, Chief Executive Officer, Mercer Capital Management, Inc.

"A must read for managers of private companies intent on creating value. Combining academic rigor with real-world experience ...A superb addition to the growing literature on value-based management."–Kenneth M. Lehn, Professor of Business Administration, Katz Graduate School of Business, University of Pittsburgh, Chair of the Samuel A. McCullough Finance Department, Former Chief Economist at the U.S. Securities and Exchange Commission ... Read more

Reviews (4)

Practical, accurate, hands-on book
I'm working on acquisitions of small to medium sized private companies. I found this book to be very practical in going through not just the valuation math, but also the considerations. The book gives a great overview of the whole process, with ideas of how to get more precise with things like Monte Carlo and Real options. On the core pieces, there is a careful step through of multiperiod DCF including terminal value which is very helpful. Also there is a lot of talk about discount rates which I found very helpful.

The book concludes with a thorough valuation example that is adapted from a real transaction. It provides a great way to pull together all of the knowledge in the book.

I'd also recommend "Analysis for Financial Management" in addition to this book, for its in depth treatment of key financial fundamentals, including DCF valuation.

"How-To" Apply Solid Valuation Theory
This book meets important needs of buyers, sellers, valuation analysts, and owners of private companies who want to build value in them. Here are just a few of the important functions that the reader will learn:

1. How to apply solid valuation theory. Provides the best treatment of many valuation issues that I have seen. This set of benefits goes far beyond M&A valuation settings.
2. How to value "synergy," which is often discussed but rarely measured accurately.
3. How to avoid mistakes commonly made by buyers, sellers, and valuation analysts.
4. How to value start-up companies, including high-tech ones.
5. How to create and measure value in private companies.

And...the authors communicate their insights and methods very clearly. Most readers will find this book one of the best investments they have made.

Must read for business owners, valuators and M&A people
I am a professional business valuator and had a good understanding of the valuation process before I read this book. However, I did not know much about mergers & acquisitions (M&A). After reading "Valuation for M&A" I not only gained a clear understanding about M&A, but I got many additional insights into valuation work as well! Mr. Evans and Mr. Bishop break their book down into 16 well constructed chapters that take you through valuations for M&A step by step, with each step building on the previous one. They then tie it all together at the end of the book and provide an excellent case study as a bonus. The case study alone is worth the price of the book. This is a must read for business valuators, M&A professionals and business owners thinking about buying a new business or selling the one they own now.

Perfect for these times
This is the definitive text available today on the subject of vauation of businesses for purposes of merger or acquisitons. It is a valuable guide for business appraisers and business owners who are seeking to sell their business or groom it for acquistion by another comany. The section on how to build value in a company for later sale is alone in the literature. The book is written for all readers, and the authors are themselves business-owners and appraisers. I will use this text regularly in my own practice, especially in the analysis of synergy value. ... Read more

Book Description

Our new book will show you how to...Maximize the market value of your company. Calculate that value easily at any point in time.Negotiate the best possible price when the company is sold.

And don't worry - you don't need an MBA to understand this book.Everything is spelled out in plain language and easy-to-follow steps.Plus, there's a special glossary that explains each financial concept in very simple terms.

The book also includes practical advice on...- Buying-out partners, or selling-back your own shares.- How to finance the acquisition of a business.- Negotiating the acquisition contract. - How to present your company to potential buyers.

You'll gain insight into the factors that account for business value, enabling you to manage in ways that will deliberately increase your company's value over time. ... Read more

Reviews (10)

By far, the best book I've found on the subject.
This is a great book. There are a lot of books on this subject, but the others I've seen don't fill the bill. I don't have a lot of time to waste with books that are poorly organized and written, even if the author is a real authority. "Unlocking the Value of Your Business" is not only authoritative and complete, it's easy to use and understand. I wish more books were written this well. The author certainly has a flair for conveying information effectively and efficiently.

great book; makes tough subject easy to understand
If you think you might ever sell your ownership in a business, this book is the best one around to learn how to increase its value, to calculate the value in any number of ways, and to negotiate the deal. Very highly recommended. With a very easy to read layout - not the onerous technical tome I expected - but it's got all the instructions you or your accountants could need. It has a great index, and a very helpful glossary that separately explains all relevant financial concepts that are referred to in the book. Plus, its a lot less expensive than other books on this subject that aren't as good.

Steady, stable advice.
In the late 90's, everyone wanted to use astronomical capitalization rates to value a business, claiming they were warranted by the high total returns from small cap stocks during that period. Horn said no, don't do it. This is a temporary phenomenon, a blip in time. Look at the market historically, as a whole, from 1929 until today. If you commit to deals based on those cap rates, you'll be sorry. Well, guess what? He was right and everyone else was wrong. We all got killed by following the herd.

There are a lot of books in print about this subject, and I've examined most of them. Most seem to be poorly-written knock-offs of Horn's work, to which they have added their own unfortunate personal notions about value, so I'd counsel you to stick with Horn's book - it's probably the best, most stable advice you can get on business value.

Very hard to read the font. But good information.
First I have to say what I HATED about this book. The head of every paragraph and a lot of highlighted sections were in a cursive font which I really had to struggle to read. I almost did not read it at all. And it's too bad because there is a lot of good information in there. I am not sure there is anything that isn't covered in "The Upstart Guide to Buying, Valuing and Selling Your Business", and at the high price I am really struggling about whether to keep this book. If you are really planning to sell your business, it is probably worth it. It does cover many valuation techniques and situations.

great book
This book is right to the point. In my work as a corporate banker, I am constantly reviewing valuation reports, so I know which parts are fluff and which parts are important. This book gives you everything that's important and only what's important. Other books on this subject will have you chasing down arcane aspects of valuation, on the hope it will contribute something to the bottom line, which is almost never the case. Besides, we usually disregard arguments for additional value that are based on more complex theories because if you have to try THAT hard to show value is present, then it probably isn't! Stick with this book and you won't go wrong. ... Read more

Book Description

Presents materials for study of the legal regulations that affect the structure, timing, and price of corporate acquisitions and reorganizations. ... Read more

Book Description

Broad-scale guidance on all facets of M&A. Corporate integration expert Alexandra Reed Lajoux's The Art of M&A Integration gives you time-tested strategies and practices on handling the hundreds of details that spell the difference between corporate growth or financial disaster. More than theoretical research and details, The Art of M&A Integration brings you the stories of companies both large and small currently involved in the M&A process. Learn the M&A essentials of Bell Atlantic and NYNEX in telecommunications, NationsBank and Boatmen's in banking, Columbia/HCA and HealthTrust Inc, Glaxo/Welcome in healthcare, Martin Marietta and Lockheed Martin in aerospace, and many others. Find out what they did, how they did it, and what they wish they had done differently! Lajoux's book is the only place you will find: detailed explanatory endnotes--these unique additions keep the information flow moving forward while allowing you more in-depth study of specific points; international tips and tactics--one in four mergers announced by U.S. companies involves a foreign partner. Here are proven rules for success!; a dynamic postmerger plan--discover how those before you kept everybody on the same page. ... Read more

Reviews (19)

A comprehensive textbook on a very timely topic
Alex Lajoux cut her professional teeth on this subject, and knows her stuff! Fortunately, she also is a surperb writer, and is able to organize and explain often difficult material in a very readable and clear manner. THE ART OF M&A offers a step-by-step textbook that will prove valuable for anyone contemplating or going through the merger process. The book is logically broken down into appropriate topics (Basic Definitions and Data, Integration Planning and Communication, Integrating Financial and Tangible Resources, etc.) and sub-topics (Preserving Brand Identity after a Merger, Merging Senior Management Teams, etc.) making this a valuable reference book which will become a keeper in any executive library. Read this book before you merge or acquire, and you won't be disappointed. The small investment will save you a fortune in legal fees and headaches later!

An instant classic.
The M&A market should remain white hot in 1998, ISS reports. Six annual records have been broken in a row with 10,700 U.S. transactions worth $919 billion compared to 1996's record of 10,340 deals worth $626 billion according to Securities Data. What's the hottest new field in M&A? Our guess would be post-merger integration. A trio from the Boston Consulting Group provides advise to boards in the January/February edition of The Corporate Board. For more depth see The Art of M&A Integration: A Guide to Merging Resources, Processes, and Responsibilities (McGraw-Hill, 1997) by Alexandra Reed Lajoux. There are nearly 500 books in print on M&A but less than a dozen on the postmerger period. Those seeking advise on what to do after the papers have been signed will find Lajoux's work a practical guide. It fills a vacuum in the field with an instant classic.

Written in an easily understood question and answer format, Lajoux uses the knowledge she has gained though years of experience and through interviews with some of the top leaders in the field (profiled in the back of the book) to outline everything from integrating resources and processes to fulfilling stakeholder commitments. The book explodes some common myths by pointing out there is no correlation between size and growth, there is greater growth variation within industries than between them, and most cost-cutters continue to cut costs rather than grow.

Want to know what to tell your shareholders about the merger? Lajoux includes a sample letter. How do you explain the dilution that may result from issuing shares to pay for a merger? Read the sample language. When does a transaction qualify for pooling vs purchase for accounting purposes? What proportion of firms keep their names, blend names, adopt the seller's name or create an entirely new name and what are the pros and cons of these approaches? What proportion of mergers involve foreign firms? The Art of M&A Integration answers these questions and hundreds more.

There are dos and don'ts on compensation, advise on the year 2000 problem, and lists of checkpoints on everything from commitments to customers, suppliers and employees to building shareholder value. The author builds on the Caux Round Table's Principles for Business and expands on this consensus document, drawn up by leading global business executives, by providing useful checkpoints on many items. A practical guide for anyone planning M&A activity.

Misleading Title
The Art of M&A Integration is indeed an Art Book. It might help you in choosing your watercolors, but will not teach you how to paint.

Many good questions - few useful answers
This book provides a decent list of questions about integrations, but the answers were very high level and offered few insights into the real nitty-gritty of getting it done.

Perhaps it could be a reasonable introduction to the topic, but it is not a practical or useful execution guide.

The Art of M&A Integration
Don't waste your time. Purely academic look at M&A integration. Author may have talked to many people, but not enough who've actually been in the trenches doing it. ... Read more

Book Description

Successful management buyouts (MBOs) are the pinnacle of business success today and a great way to earn an ever-increasing stake in the American dream.

Buyout provides managers and executives with the necessary tools and strategies for leading a company or division buyout. It explores the details of the entire buyout process and empowers managers to seize their destiny and take charge. Managers learn how to:

* Find a company to purchase
* Develop a business plan
* Negotiate with the seller
* Win the "ground war" of due diligence
* Find equity partners and negotiate the management deal with investors
* Run the company after the MBO.

Buyout offers real-life stories of people who actually pulled off out-of-this-world deals and became rich beyond their wildest expectations. ... Read more

Reviews (14)

The Expert's Guide
Rick Rickertsen is an expert at leveraged buyouts. He is also an exceptioanlly nice guy. His rare combination of talent and achievement, combined with a graciousness and good nature have helped Rick build a network of contacts and relationships which are truly exceptional. This book reflects lessons learned not only from Rick's own considerable experience as an LBO sponsor, but also wisdom garnered from almost two decades of working with some of the greatest fiananciers and managers of our time. The style of the book reflect's Rick's personal style: straightforward, and easy to understand. One of Rick's unique gifts is his ability to make powerful financial concepts easy for the average reader to grasp. Another distinguishing feature of the book is the repeated use of real life examples. One could write volumes trying to describe a financial theory, or just convey it quickly with a powerful example. Of course, this is not just a "how to" guide, it is also a compelling series of stories with real life charachters, who are brought to life by Rick's captivating writing. Get this book. It reads like Barbarians at The Gate or Liars Poker- i.e. it is impossible to put down. It also gives a great overview, with sample forms included, of how, when, and why to do an LBO.

After reading this book every manager will pursue an MBO
BUYOUT will become the 'bible' of buyouts for managers and investment bankers/advisors. One of the first good books on buyouts. The book covers all aspects of the buyout considerations/process/tactics/contracts etc, is an easy read, but above all the joy of which it is clearly written with(and the convincing arguments) must inspire managers to pursue a buyout. I think no manager will be imune to this great book. BUYOUT is a guide, a motivator, a sales pitch and fun book to read at the same time. Also a recommended read to sellers of businesses to show that a buyout is nothing to be scared of. A must read for everyone unknown and known with the buyout business. Just read the book and find out why I am so enthusiastic about it.

A fun read and an excellent reference book
I am currently an MBA student at Columbia Business School and I picked up this book while taking an M&A class. I found that Rick puts great color around the entire management buyout process, from start to finish. I think this book should be recommended b-school reading for private equity and M&A classes because it is easy to read yet provides a wealth of information not typically found in textbooks about the subtleties of M&A.

For the big fish.
Rickertsen presents a comprehensive overview of a management buyout. Before you buy the book, you should know that he is talking about larger companies, and he is talking about fairly senior executives buying them. (One of his examples of a successful buyout manager is Roger Ballou who ran the travel part of American Express.)If you are looking for a company with $5 million in revenues, you may find valuable information here, but you will likely find other books, targeting a smaller company, more appropriate.

Good How to Book
Rickersten presents a wonderful guide on the financial and legal aspects of the leverage buyout process. Any young person interested in M & A or Private Equity should keep this book in his or her desk. The book provides the reader with sample contracts and capital structure, which would be easy for anyone to grasp. Pick it up, its a great reference ... Read more

Book Description

Almost every day the papers report another merger, buyout, or joint venture. It's difficult enough to keep track of who owns which company, but it's even more difficult to know if your own company should join in the game. From valuation to integration, this collection helps managers think through what such a strategic move would mean for their organizations.

The Harvard Business Review Paperback Series is designed to bring today's managers and professionals the fundamental information they need to stay competitive in a fast-moving world. From the preeminent thinkers whose work has defined an entire field to the rising stars who will redefine the way we think about business, here are the leading minds and landmark ideas that have established the Harvard Business Review as required reading for ambitious businesspeople in organizations around the globe. ... Read more

Reviews (2)

Next best thing . . .
. . . to hanging around with a bunch of practicioners swapping war stories and advise/wisedom/opinion. As the other reviewer said, the advise is at times contradictory, which is exactly what you get from talking to the professionals who do this all the time. There are some thing which everyone agrees on, and much of the rest is personal style.

Good insights - lacks continuity - falls short
This book has a a few very informative articles/chapters. It virtually covers the entire M&A continuum from deal strategy through post merger integration. It has a fatal flaw however due to its format and that is a lack of consistency from one section to the next. By jumping from one author to another, the reader is subjected to guidance that is often contradicted or not considered a few chapters later by another author. That is why I prefer books offering guidance on the subject from a thoughtleader or practitioner who can walk me through the entire process from beginning to end. I am comforted knowing I am not being plied with theory that will be refuted 30 pages later. The book does include some very learned insights from previous authors of HBR articles, which most of us have read before but fails to include others such as Drs. Mark Feldman, Pat Gaughin, David Greenspan, Mark Clemente and Jac Fitz-Enz who are some of the finest minds and true heavyweights in the fields of culture, process, organizational development, and integration. I know because- as a Harvard alumna and corporate strategist for 20 years - I have worked as an employee alongside some of these M&A pioneers at such firms as AT&T, Lucent, IBM, and Citibank watching them give birth to the M&A scriptures. Each has penned their guidance in other less lofty titles which take the reader the whole way through the M&A experience while sharing successes, failures, theory, and case studies. This book is impressive to put on one's shelf and it does indeed have some very practical applications for today's corporate combinations. Yet the comprehensive guidance offered by these other authors eclipses the magazine-like compilation contained herein. It sorely misses their contributions. ... Read more

Book Description

"Whether you are an investor or dealmaker, corporate executive or aspiring MBA looking for a career on Wall Street, you are sure to find this book both troublesome and inspiring...it cannot be otherwise when you carefully examine a series of M&A 'train wrecks' through the same lens as Prof. Bruner, a creative teacher in the field of M&A, who has been able to extract the hard, instructive lessons from these disasters."
—From the Foreword by Arthur Levitt, Jr., former chairman of the Securities and Exchange Commission and author of Take On the Street: What Wall Street and Corporate America Don't Want You to Know

"Deals from Hell is a fresh and interesting look at the M&A game written by Prof. Robert Bruner, a leading authority on the topic.He studies failures and from this unique perspective, teaches us the pitfalls to avoid as well as the positive actions for success. The case histories illuminated herein are worthy instruction for all CEOs and their top management team."
—Tom Copeland, Managing Director of Corporate Finance, Monitor Group

"There is a very fine line between M&A heaven and hell—and it is no surprise that the devil is in the detail. Contrary to conventional wisdom, mergers work, on average, as Bob Bruner documents—and the reasons why are often worthy of more careful study than appears beneath the headlines of the popular press. Bruner drills down on disasters and successes like no one else—and leaves investors and M&A dealmakers with a truly balanced scorecard of important lessons to ponder."
—Charles D. Ellis, author of Winning the Loser's Game and Capital: The Story of Long-Term Investment Excellence

"While the average return to M&A acquirers is a matter of some controversy, it is beyond question that many acquisitions work well and many work badly. This landmark book is the finest available for separating the likely successes from the likely failures."
—Bruce C.N. Greenwald, Robert Heilbrunn Professor of Finance and Asset Management, Columbia Business School, and coauthor of Value Investing: From Graham to Buffett and Beyond ... Read more

Reviews (1)

Important Lessons for Everyone
Professor Bruner's new book is brimming with important ideas for managers, policymakers, and academics alike.Ten failed mergers are discussed in depth ranging from Penn Central in 1968 to Tyco in 2002.Each case study includes both quantitative and qualitative evaluations of the component companies and the results of their mergers.The author's facility with case studies has been honed over thousands of cases, and his experience shows in his well-rounded discussions.

This book seems targeted at a professional audience-- it digs deep enough to inform even the most knowledgeable managers and academics-- but it is also readable by a general audience.The ten case studies present compelling narratives of major failures that changed the way everyone does business.Even those without any particular interest in management will find the history interesting.A close reading of this book will especially benefit policymakers who are concerned by the social costs of business failure.

In a field where the stakes are tremendously high, it's important to learn why the major failures have occurred."Deals from Hell" is the perfect teacher. ... Read more