Book Description

Praise for Creating Value through Corporate Restructuring

"A helpful reference guide for managers facing the complex operational and financial issues raised in today’s competitive environment. Gilson’s case studies provide a real-world context against which corporate leaders can plan their restructuring strategies."–Arthur B. Newman, Senior Managing Director, The Blackstone Group

"Stuart Gilson’s analytical case studies have demystified the battle of enterprise valuations in financial distress and buyout situations. It is a must-read for understanding the restructuring and buyout arena. I highly recommend this book."–Harvey R. Miller, Senior Partner and Chair of the Business, Finance, and Restructuring Department, Weil, Gotshal & Manges LLP

"The economically pivotal process has never before received such a rigorous and well-rounded treatment. Gilson goes far beyond the legal framework of bankruptcy resolution to show how industry-specific factors, conflicting creditor claims, and negotiating stratagems all determine a financially strained company’s fate. Readers of Creating Value through Corporate Restructuring will gain wisdom that could otherwise be obtained only through many years of direct experience in the field."–Martin S. Fridson, Chief High-Yield Strategist, Merrill Lynch & Co., Inc.

"Creating Value through Corporate Restructuring ably describes the importance and difficulty of designing, executing, and marketing restructuring strategies. The case study format offers the reader an inside look at the real world of corporate restructuring. With this book, Gilson provides a useful blueprint for tackling restructuring challenges."–Jay Alix, Founder and Principal, Jay Alix & Associates

"Stuart Gilson has created a much-needed book for practitioners and professors alike.It should be required reading for MBA and PhD students who need to understand corporate reorganization and crisis management."–Sanford Sigoloff, Chairman, President, and CEO, Sigoloff & Associates, Inc.

Please visit our Web site at www.wileyfinance.com ... Read more

Reviews (32)

The only reference guide for the restructuring/turnaround
This is an extremely important book that nimbly moves where no one has gone before to explain the value creation through corporate restructuring and turnaround. It does so by complementing real world case studies with well-focused introductions of theoretical concepts, analytical tools, and legal/tax framework. As a restructuring consultant, I found that the book contains much useful practical information on the restructuring process that turnaround practitioners can find helpful in their practice. The case studies themselves include useful applied, institutional information about how various types of restructuring are done, what motivates restructuring, what different restructuring options are available for dealing with a particular problem or challenge, etc. I find that it goes far beyond the legal framework of bankruptcy resolution to show how conflicting stakeholders claims play to create or destroy value. The book undoubtely breaks new ground in explaining the restructuring strategies and processes. I recommended the book to many of my colleagues in reorganization and restructuring services as I believe it shoud become essential reading for students, creditors, debtors and consultants as they face the complex operational, legal and financial challenges of distressed situations. The price: I found it steep at first glance but then I changed my mind when I compared it to other professional books in the industry.

The SEMINAL WORK on Creating Value Through Restructuring
Without question, Professor Gilson's book is the SEMINAL WORK on creating value through corporate restructuring. It is essentially the Graham & Dodd "Security Analysis" of the corporate restructuring sector. A "must read" on corporate restructuring for investors, professionals, executives, managers, and students. The benchmark against which any other text in this area should be measured. Wealth of practical, yet sophisticated information about real world "how to's" of corporate restructuring. Harvard B-School case study format. The Harvard case studies are carefully designed to provoke discussion and challenge readers to consider the options for restructuring companies facing potentially "life-threatening" business challenges or crises. These companies have actually been through various restructurings (bankruptcy, spin-offs, tracking stocks, mergers, layoffs, etc.); insight comes from real companies and their real challenges. Definitely a useful textbook in any undergraduate or MBA level course addressing these topics (topics unfortunately mostly ignored by writers and universities until now.) Excellent work describing various restructuring processes. For example, Professor Gilson describes in detail Chapter 11 bankruptcy reorganization tactics such as tax issues to be addressed prior to spinning off a division, tracking stock alternatives, and business analysis associated with employee downsizing. Valuable essays on investing in debt of troubled companies and valuing companies during restructuring. Useful introductory chapters summarize case study lessons and list relevant research on related topics. Japonica Partners has been active in the restructuring area since the late '80s, and has created over $2 billion in value for our investors. We've found no other resource in this sector that comes close to this book. Many of our professional team members have already found value-added in its pages. Perhaps Professor Gilson will follow up with a second book (for instructors only) providing a transaction analysis on the evolution of each case.

Finance with Negative Signs
Someone (perhaps it was I) has said that bankruptcy is corporate finance with negative signs. This has always been true but it is amazing how far mainstream finance has gone to try to resist the comparison. The resistance must be, must have been more cultural than economic, because it is axiomatic that anything is a bargain at the right price, and that there is no more or less money to be made in "distress investing" than in any other. Two generations ago, there seems to have been only one person in American that really understood this point - the late Max Heine, who made his grubstake by investing in out-of-favor railroad bonds in the Great Depression, and then riding the wave of prosperity that emerged in World War II. In the same vein, 40 years ago just about any bankruptcy judge would have looked on an "assigned claim" as some kind of monster.

Times have changed. Now everybody's an arbitrageur. The "vulture investors" have their conferences, their social clubs, and for all I know, their own softball team.

Stuart C. Gilson"s "Corporate Restructuring" symbolizes the sea change from the old attitude to the new. It adds the imprimatur of the Harvard Business School to the notion that vulture investing is just another way of making money. As others have noted, this isn't a work of high theory - indeed it has a kind of slapdash, direct-off-the-photocopier feel that is remarkably common in business publications. For fancy theory, you look elsewhere - in law to the likes of Douglas Baird or Lucian Arye Bebchuk; in finance to the developing lore of "real options." But the case studies are an excellent device for getting a sense of the texture and possibilities of vulture investing. It can be read with profit alongside Hilary Rosenberg's "The Vulture Investors." Ambitious students who want the full theoretical framework will match it with David G. Luenberger's "Investment Science." But Gilson's work has merit on its own as one kind of introduction to this revolution in investment thinking.

Only usefull for students
What a waiste of money.... The writer has not included any anlyses or real solutions to the cases that a provided. Unless you are a student in a class that use this book, this book gives you absolute nothing.

Good book but needs a companion text
This is a very good case book, complete with intricate case studies illustrating numerous aspects of challenges often faced in restructuring in bankruptcy. However, the book assumes a level of knowledge about M&A concepts that many readers may not have. Consequently, I would recommend using this book in conjunction with another excellent text by DePamphilis entitled Mergers and Acquisitions: Integrated Approach. There are two editions. The second edition is more complete and up to date. It also tackles some of the problems illustrated in this book. ... Read more

Book Description

Unlike the M&A fever that gripped so many large, publicly held corporations in the 1980s, the mergers and acquisitions activity of the 1990s is primarily centered around small and midsize businesses. But the sale and purchase of these companies present a unique constellation of problems, pitfalls, and challenges that may lead the unprepared buyer or seller to disappointment, difficulty, or even disaster. In this book—the only mergers and acquisitions guide that focuses on small and midsize companies—experts from every profession and specialty related to the sale or acquisition of a business lead buyers and sellers step by step through each phase of the M&A process. Their aim is to help both parties avoid hazards and mistakes and arrive at a fair and mutually profitable arrangement.

Beginning with the basics, the book offers an overview of the market: the size and type of businesses covered; who the buyers and sellers are; why businesses are put up for sale; how to prepare a business for sale; and how to size up a business that is on the market. The book's second section looks at financial and valuation issues, a particularly important area when purchasing companies that are not subject to SEC regulations. Coverage includes normalizing historical financial statements, using financial forecasts, determining real ROI, valuation methods for midsize companies, and determining the value of partial ownerships, intangible assets, and business risk characteristics.

After a detailed examination of legal issues, the book explores the roles of outside professionals in the M&A process, including intermediaries, attorneys, accountants, business appraisers, and machinery and technical appraisers. The book concludes with a look at various ways of structuring the final deal and the pros and cons of each arrangement from both the buyer's and seller's perspectives.

With 36 self-contained chapters that can be read in sequence or consulted independently, Mergers and Acquisitions for Small and Midsize Companies is both a comprehensive M&A tutorial for newcomers to the process and an indispensable reference for professionals involved in any aspect of the buying and selling of small and midsize companies.

A Step-by-Step Guide to Buying and Selling a Business from a Distinguished Group of Recognized Experts

Mergers and Acquisitions Handbook for Small and Midsize Companies is the perfect guide for anyone who is selling a business or hoping to buy one. Each of the nearly 30 contributors is a recognized expert in a particular aspect of the M&A process. These authors explain their topics from the ground up, assuming no previous experience on the part of the reader and addressing the subject from every conceivable angle.

Areas of discussion include:

• Fundamentals of the mergers and acquisitions process
• Financial and valuation—normalizing historical financial statements, utilizing forecasts, valuation methods, and more
• Legal aspects—disclosure requirements, due diligence, advisor engagement letters, closing documentation
• The role of outside professionals—intermediaries, attorneys, accountants, business appraisers, and machinery and technical appraisers
• The deal itself—deal structures, creative financing strategies, a case study, pros and cons of ESOPs, and much more

Reviews (1)

The Sitting Bull of M & A Techniques & How To Win
IN "STRUNK & WHITE" STYLE MR. WEST PENNED THE PERFECTLY CONCISE GUIDE TO WINNING AT M & A. THIS SMALL BOOK IS A REQUIRED TEXT. NOTHING IS MISSING FROM ITS TEACHINGS. BUY IT AND READ IT. NOW, GO BACK AND REALLY STUDY IT. THANKS AGAIN THOMAS

DR. MARIO T. SCADUTO PH.D. ... Read more

Book Description

The Ultimate Guide to Buying, Selling, Merging, or Valuing a Business for Maximum Return

The next merger wave has already started. You may be looking to grow your company through acquistions, or you may be planning for the perfect exit strategy. In today's highly competitive M&A marketplace, when billion-dollar deals can succeed or fail at the drop of a hat, you and your company?whether large or small?need a dynamic strategy to succeed. Where can you find the most reliable, expertly written information to understanding and executing the essential steps to M&A?

The Complete M&A Handbook has everything you need. With the professional guidance in this one-stop resource, you can limit the length, risk, and complexity of merging, selling, or acquiring a business. Author and attorney Tom Taulli addresses in detail the common?and not so common?questions and concerns buyers and sellers have at every stage. He identifies new trends and swiftly guides you through all the legal, operational, and logistical steps to doing the deal right while helping you understand the myriad options, pitfalls, and opportunities at every turn. Inside, you'll discover how to:

·Attract compatible companies to the deal
·Integrate different corporate cultures smoothly
·Comply with U.S. and foreign antitrust regulations
·Negotiate a fair?but competitive?purchase agreement
·Spot key aspects of due diligence that most companies ignore
·And much, much more

Whether you're a buyer or a seller, you'll find tips and tactics to help you complete your deal, saving you time and company value. Of course, nothing can replace an excellent team of advisers for M&A, but, with this book by your side, you can strike deals with the right terms to ensure maximum return. ... Read more

Reviews (6)

Wonderful Introduction to the M&A Process
Tom Taulli, media savant and expert dealwatcher, has penned a volume that is useful, comphrensive, and readable. Bravo!

A Great Acquisition !
This book is a terrific read for any business person who has been, will be, or wants to be in Mergers and Acquisitions. Tom Taulli does a great job educating and advising the reader. This is a must have book for investment bankers, business brokers and dealmakers, but especially for executives of companies who are considering selling or acquiring other businesses.

A Must read for any M&A Professional
The Complete M&A Handbook is a great read. I plan on buying several copies to hand out to clients. The explanations are very clear and concise. Yet detailed enough for a professional to put in the tool box for reference.

M & A for Dummies (and Experts, too)
Tom Taulli is the expert that has taken a complex, multi-layered technical subject and put it in a form that all M&A participants can easily read, easily understand and easily put to immediate and extensive use. I am an educated, experienced Venture Capitalist and M&A intermediary professional that has learned lots of new techniques and tips from Tom, while having a thoroughly enjoyable time reading about a subject that is not new to me. I'm sending all my clients and business associates a copy of Tom's book, as it will enhance their knowledge about how to do business in M&A and encourage a higher degree of professionalism, effectiveness and efficiency in an otherwise complex and confusing process. Tom makes understanding M&A easy, or at least much less mysterious. Book is a great reference source for those that have questions about the process while engaged in M&A, regardless of their role in the process. BUY IT! You will use it for years.

An M&A Must
The Complete M&A Handbook is an essential read for anyone involved or interested in M&A. From valuation to due diligence, Taulli presents mergers and acquisitions in the most lucid context. As an investment banker, I not only refer to the book in the course of my work, but I also use it as an educational tool that has broadened my professional horizons and capabilities.

Taulli's true mastery, however, comes by virtue of his understanding and articulation of the psychological and integrative issues embedded in any merger or acquisition. All too often, both buyers and sellers are unaware of these issues that can complicate, thwart or reverse the benefits of M&A. Taulli's ability to outline the benefits and potential costs for both the buyer and seller will help any reader understand, and prepare for these unavoidable concerns.

In essence, The Complete M&A Handbook is a clearly written hands-on guide that arms a buyer, seller or investment banker with the knowledge and foresight for the kill-or-be killed world of M&A. For those interested in engaging in M&A, or learning more about the field, Taulli's book is a must buy. ... Read more

Book Description

Are you a CEO, company president, or front-line financial manager recently involved in a merger or acquisition? After the Merger, long hailed as the indispensable reference source for anyone entering the M&A marketplace, is your bible for keeping costly post-merger surprises to a minimum. This classic text, first published in the heady days of 1985 and now revised to reflect new realities in today's rapidly-changing business world, is packed with fascinating case histories and examples involving TWA, Wells Fargo, and others. After the Merger shows you how to roll up your sleeves and combine two separate, highly distinct companies into one solid organization. Look here for details on ways to defuse the cultural time bombs that threaten to destroy international mergers; the 6 errors that managers make again and again, and how you can avoid them; best practices for handling the 4 major categories of merger, everything from "rescue" to "raid"; and time-saving checklists for executives on both sides of the acquisition. Whether you are in the middle of a merger or acquisition or just considering the possibility — no matter what your side — you need the completely updated and revised After the Merger to guarantee long-lasting, post-merger success. ... Read more

Reviews (3)

Highly Reccomended!
Despite the breathless headlines about the latest billion-dollar merger, most mergers don't work. In fact, more than half of all mergers fail, derailed by a common set of pitfalls. Companies merge without considering how they'll integrate after the deal; they don't communicate properly with their employees, and executives don't make decisions quickly enough to placate frightened workers. The executives who navigate mergers effectively are those who communicate well, deal with ambiguity and make decisions in times of instability. Author Price Pritchett offers an easily digested primer on the hazards of mergers, and lists hints for avoiding common problems. The authors provide plenty of concrete examples showing how such companies as Sony, Wells Fargo and the Chicago Sun-Times suffered from the dilemmas that accompany mergers. We ... recommend this comprehensive guide for managers on both sides of a business marriage. Caution: Read After the Merger before you merge.

Good Starting Place
As a project manager who picked up integrating a merger as one of his projects, I found this book to be very helpful. Mergers bring out confusion, tension and stress to all sides. This book focused on how to bridge these gaps through effective communication and project management.

Particularly, I found chapter 10 (General Guidelines for Merger/Acquisition Management) insightful and I used the checklists in this chapter in portions of our integration effort. What I felt this book missed were templates designed to immediately pick up and use in my everyday life.

I found the book is a quick read-I read it on one airplane trip. Many of the comments are very simple and fall into the category of common sense. However, in much of this common sense many of the problems of integrating two companies exist.

"The Authoritative Guide"? Give me a break!
This book should have been an short magazine article. The authors basically dissect one concept over and over and over: change is disruptive. There is very little useful information in this book. It points out all of the obvious and frequently-stated problems that come with change - productivity suffers, commitment is lost, etc., etc., etc., but gives no insight in how to fix the problems (unless you count these golden nuggets- "Keep your eye on the ball" and "Provide direction"). The one chapter that I hoped would shed some light on tactics - "Integration Project Management" - was pure fluff. It offered such pearls of wisdom as "It is helpful to look at the integration process as a logical sequence of steps designed to help bring the two organizations together." Not only is this a "Duh" statement, but it shows up in chapter 8! I would expect to read something like that in the introduction. And chapters 5 and 6 state that you should evaluate key talent in the aquired firm - but no where in these chapters does it tell you how to do it! I guess you have call up Pritchett & Associates (and fork over big $$) for the details. My only guess is that the authors kept the book generic on purpose so that companies would call and ask about their consulting services. My advice: save your money for a real book, and just call up Pritchett & Associates for their marketing literature. ... Read more

Book Description

Buyers know the subtleties of mergers and acquisitions-they getample practice.For most sellers it is all new.This book will helpyou prepare for what could be the most important negotiations in yourlife. The author interviewed 57 business owners, who sold for between$2 million and $100+ million, and asked them what tips they would passon to those about to do it for the first time.These interviews makeup the first half of the book.The second half of the book reviews thesteps in a sale, with chapters on Preparation, Presenting Information,Brokers, Leveraged Buyouts, Price, Negotiations, Lawyers, Due Diligenceand Definitive Agreements.It explains how to collect businessintelligence online, and how to react if the buyer lowers the price. ... Read more

Reviews (5)

Interesting but geared toward larger companies ($10M and up)
If you are selling your business it is probably worth a few bucks to hear some words of wisdom from people who've been there. But I found it more applicable to large businesses, $10M and up, selling to corporations, etc. It is not really applicable to small businesses except in a general way.

Best I have found. Hear from those who have been there.
I have read several books on this subject, and this was the only one I would call truly valuable. If you are thinking of a sale, or a merger with a larger company, I can't think of a better source of wisdom than the hard-earned experiences conveyed here in very concise, and surprisingly interesting, anecdotes from people who have already done so.

I particularly appreciated the numerous comments on situations where the seller expected to stay with the company (as a consultant or executive) after the sale. Things they thought about, and things they *wish* they had thought about, are explained.

However, don't expect to receive extensive advice on how to determine what your business is worth as a specific dollar amount. The advice in this book is more about how to behave, what to worry about, when to get professional help, and so on.

Also don't expect to learn much about selling "weird" businesses. Most of the examples here are from people selling very conventional (and profitable) businesses, such as component manufacturers.

If you're selling any business, this is a good read and an efficient use of time, and may help you avoid mistakes. If you're selling a conventional business and expect to be involved after the sale (not just take the money and run), there is so much advice here that you *need* to read this book.

Lots of good insight for sellers of mid to large businesses
Good insight from actual sellers of businesses. Much of the info was repetitive, but this just reinforced certain aspects of the sale of a business that were universal. Nicely organized. Quotes from each seller were organized by chapter, based on nature of who business was sold to (public co, financial buyer, foreign investor, etc). Additional chapters discussed different aspects of the sale process (preparation, brokers, LBOs, price, negotiation, letters of intent, etc). Great starting point to begin research on how to sell a business

If you might sell a business, read this book first!

Colin Gabriel has created an extremely valuable book that--at less than $25 U.S.--is an absolute must-read for anyone contemplating the sale of a business.

HOW TO SELL YOUR BUSINESS AND GET WHAT YOU WANT! is based on a series of interviews with 57 sellers of various businesses, followed by chapters that describe the critical steps in sequence, and a number of useful appendices, glossary, index, etc.

I expected a dry and (given the number of sellers interviewed) perhaps redundant read: on the contrary, the talk is lively and varied, and I couldn't put this book down.

Gabriel--a professional business broker--obviously knows his subject, but what amazed me most was how he got these sellers to open up and speak candidly about their experiences (not just the success stories, but what they'd do differently if they could do it over again). All but 4 of the 57 permitted him to identify them by name, which gives their advice and anecdotes a (reassuring) stamp of authenticity.

The book is intelligently organized and accessible. I particularly appreciated Gabriel's direct, no-nonsense approach, and the concise descriptions of each of the businesses he has provided in the Table of Contents.

If you are thinking of selling a business for the first time, get this book--if you wait and read it later (as I did), be prepared to have regrets!

extraordinarily useful
There are many books of advice on how to start a business - but this one is invaluable for those who want to sell a business without making any mistakes. Very good pragmatic stuff for owners of anything from a small store to a large industry; a good way to learn from the experience of others. ... Read more

Amazon.com

Nothing in business is more shrouded in secrecy and mystery than "doing the deal." The dealmakers themselves are usually flamboyant, the sums of money involved are vast, and the number of people who are affected by the deal are many. So it's no wonder that the media loves to cover stories like the QVC/Viacom battle over Paramount or Worldcom's recent takeover bids--deals like these can dominate headlines for days. Big Deal is about this high stakes game of corporate mergers and acquisitions. Author Bruce Wasserstein, himself a participant in many of these deals through his firm Wasserstein, Perella & Co., writes a highly readable and fascinating account that covers the history, personalities, and mechanics of mergers and acquisitions.

Wasserstein sees five waves of mergers beginning in the mid-1800s: the first wave involved the building of the railroad empires; the second in the 1920s saw a period of merger mania which was fueled in part by a frothy stock market and rapid industrial growth; the third wave happened during the "Go-Go Years" of the 1960s, which witnessed the rise of the conglomerate; the fourth occurred with the hostile takeovers of the 1980s, driven by names such as Icahn, Boesky, and Milken; and finally Wasserstein sees a fifth wave happening today. He attributes the current explosion of mergers and acquisitions to the need for companies to reposition themselves in today's ever changing competitive environment.

Wasserstein peppers the book with thumbnail personality profiles of some of the big dealmakers including Barry Diller, Sumner Redstone, Carl Icahn, T. Boone Pickens, and Bernard Ebbers. He also considers the many techniques and strategies employed by the dealmakers--poison pills, proxy fights, and bear hugs. Trends such as globalization, deregulation, and profound technological change are causing mergers and acquisitions to happen more than ever, and Big Deal provides a good foundation for understanding why and how these deals happen. --Harry C. Edwards ... Read more

Reviews (23)

Generally decent, but might suffer from lack of focus
This book is like a textbook. It's structured with chapters on various industries, history, and the process.

It's also like a historical memoir, with profiles of many people the author knows personally.

Somewhere in the middle, we lose something.

For example, when describing historical facts, you get the sense that the author has pulled back. Judgements aren't made, interpretations are scarce. Mixed with the profiles, there's this nagging feeling that the author would never really criticize anyone. Tactful to the extreme is how it could be described, and as a result, the book does not have a soul.

Having said all that, it's kind of funny reading the bits on Drexel and the profile on Miliken. Everyone has already knocked them down, but Wasserstein doesn't kick a dead horse. That'd be too easy. He could write epitaths for villains.

Highly Recommended!
M&A tycoon Bruce Wasserstein has not just studied the high-stakes world of corporate mergers & acquisitions, he's lived it. As head of M&A at First Boston and then as leader of his own firm, Wasserstein has played a role in many pivotal corporate marriages. In these pages, Wasserstein comprehensively examines the hows and whys of history's largest deals. While skirting the fundamental question of whether mergers & acquisitions enhance or depress shareholder value over the long term, Wasserstein conveys an overwhelming amount of information about the dynamics and tactics that define M&A. The book is enormous and encyclopedic, so it might serve better as a reference text than a straight-through read. We from getAbstract strongly recommend this book for both its compelling historic accounts of Wall Street's most important deals and deal makers and its detailed breakdown of how the game actually works.

Wow! An incredible amount of great info in a single volume!
What an incredible resource! I bought this book because it was on the suggested reading list for a course on Corporate Control I took in the MBA program at the University of Michigan b-school. Yes, it is almost 900 pages long. Yes, some of the stories could use a bit of updating because of the recent events at places like Tyco and Worldcom. But so what? It is nice to have on record how people used to think and talk about these businesses and their CEOs.

That little tiny caveat aside it is important to focus on everything you get in this really neat book. You get a history of the different waves of the M&A process throughout history, how it has evolved, the way it has developed in different industries and market sectors, and a rather nice analysis (in the broadest strokes) of what goes in planning and executing these deals.

Throughout the book there are wonderful spotlights on the principle people in the history of M&A and little synopses of the more famous and important precedent setting deals. This aspect of the book is incredibly valuable. In order to make sense of what we read about in the paper about mergers and acquisitions we need to know how we got here. This book provides an incredible amount of wonderful background material. Some complain that the book is long. I think it is amazing that he has put so much in only 900 pages. Amazingly compact!

Mr. Wassertein, one of the industries movers and shakers (currently running Lazard), has organized this book in twenty-three chapters that are grouped in three large sections: (1) Past as Prelude, (2) The Strategic Challenge, and (3) Doing the Deal. Plus there is a nice bibliography (also grouped in according to these three sections) that can lead to further reading on the topics of interest to you. The index is also quite useful because this book can be used for reference in looking up or reviewing specific topics.

Yes, reading this book front to back is a great read, but you cannot remember it all the first time through. It is useful to be able to dive into specific deals, people, and topics. The author has put this book together in a thoughtful and helpful way.

If you want scandal and gossip, well, this book really isn't for you. However, if you are interested in the BUSINESS of M&A this is a six star book. It really is terrific.

Extremely dry book
This book makes the Mojave look positively flush with water. Mr. Wasserstein addresses a fascinating topic--mergers and acquistions--with all the passion of a mortician.

Why the five stars? Mr. Wasserstein also happens to be a brilliant attorney, and have a remarkably substantive body of knowledge about innumerable large acquistions that have occurred over the past thirty years. Indeed, in his bibliography, he writes: "Much of the contemporary factual material in this book is drawn from memory." That is an especially impressive statement, given that the book weighs in at over 900 pages.

Read the book if only to be impressed at the mind of such a man.

Interesting side note: Mr. Wasserstein's sister is a Pulitzer-prize-winning playwright, Wendy Wasserstein. Her plays evince a passion utterly lacking in _Big Deal_.

Big picture of deals throughout history
Arguably, few others could have been positioned to write a behind the scenes book detailing the world of corporate raiders, and financial gunslingers. He had the perfect opportunity to write a compelling book about flamboyant dealmakers and their deals. Unfortunately, in 800+ pages, Wasserstein has done a remarkable job of revealing little or nothing about his personal experiences.

This book covers the basics of M&A, various deals throughout history, and interjects profiles of some of the notable dealmakers like Diller, Redstone, Icahn, Pickens, and more.

The author also tackles the issue of how these mergers and acquisitions affect the little guy, trying to explain away anti-merger rhetoric. Unfortunately, most of his arguments can be summarized as, "it isn't that simple." Not very compelling.

This gargantuan book is informative, but most of it is dry and stilted. If you are looking for hidden information or colorful anecdotes about the stunning amount of money changing hands, this book will not give you what you want. ... Read more

Book Description

The most comprehensive and up-to-date guide to modern corporate restructuring techniques

Mergers and acquisitions are two of today’s most important competitive tools used by corporations in a rapidly changing global business landscape. In this new updated and revised Third Edition of his groundbreaking book–winner of the Book of the Year Award in its category from the Association of American Publishers–author and business valuations expert Patrick Gaughan illustrates how mergers, acquisitions, and other vital forms of restructuring can work for your company. Packed with helpful advice and proven strategies, this book:

• Explains virtually every type of corporate restructuring, including mergers and acquisitions, divestitures, reorganizations, joint ventures, leveraged buyouts, and more
• Details the latest trends and delivers a modern, international perspective on the field
• Offers comprehensive coverage of the latest methods and techniques for business valuations of both public and closely held companies
• Looks at the key strategies and motivating factors that arise during the course of restructurings
• Analyzes and incorporates necessary legal, economic, and corporate finance considerations
• Presents and examines the latest case studies and research findings
• Offers the best offensive and defensive tactics for hostile takeovers

Reviews (11)

Weak sister to other John Wiley Classics
As a graduate professor who teaches several course on M&A, I've chosen two other efforts from publisher John Wiley for this year's curriculum over Pat Gaughan's updated version of his old book. Jeffrey Hooke's "Practical Guide to Doing the Deal" covers most of the same material in a more interesting style and "Winning at Mergers & Acquisitions" shows my students how all of this applies to the real world. Mark Clemente & David Greenspan, authors of "Winning at M&A", helped my students to understand the business rationale behind deals and brought to light many of the reasons so many corporate combinations fail. In addition, the juicy chapters on strategy, due diligence and culture and a whole section on integration best practices -- I feel -- will prepare serious readers on the topic and students of business alike for the M&A challenges that actually exist in corporate America today. Case studies and testaments on what works and what doesn't from corporate VPs and CEOs involved in mergers and acquisitions make "Winning at M&A" the core content I've already added to next year's syllabus. As for John Wiley's reprinting of Gaughan's book, they probably should have asked Hooke and Gaughan to collaborate on an updated version rather than publish two versions of the same manuscript.

Excellent, concise, pratical M&A + Corp Restructuring guide
Mergers, Acquisitions and Corporate Restructuring provides informative context and key formulae for both the practitioner and lay-person without ad nauseum details. Patrick Gaughan highlights corporate finance resolutions to business strategy and organization challenges in relevent business cases providing insight to successful transactions. Significantly more readable and concise than McKinsey Consulting's Valuations tome, yet covers similar material. It's not surprising that this book won the Book of the Year Award in its category from the Association of American Publishers. Congrats (and thank you) to Patrick Gaughan!

good insight in the M&A world
This book gives the reader a very good insight in the world of mergers and acquisitions + corporate restructurings due to M&A. It covers all possible aspects of M&A activities, all very well explained. My opinion is that this book is especially useful if you are a beginner within M&A, as I was when I first read it.
It provides even more insights into the matter by stating clear examples of mergers and acquisitions.
This book is the one to buy if you are taking your first steps in the world of M&A...

The Premier Merger Book
This book is an excellent pragmatic treatment of the topic of mergers. It surveys the relevant research and combines it with many practical examples to demonstrate its relevance. The abundant case studies serve to drive home each major point. The topics covered feature a broad international focus throughout the book. Given the fact that mergers, acquisitions and corporate restructurings are now an international phenomena, we need a book which covers the topic from such a focus rather than just focusing on a U.S.-oriented treatment.

The other major advantage of this book over other merger books is its chapters on valuation. Practitioners will find this invaluable. I would strongly recommend this book to all interested in the field.

Kerry Monahan

This is a Must Read
I found in this book very detailed sources of information on mergers and acquisitions. The case studies are a great way to identify the information you are looking for. I specially enjoyed Chapter 6 which discusses the main alternatives available to an hostile bidder. I found it very helpful in explaining basic takeover tactics.
This book is a must read!! ... Read more

Book Description

For buyers of a business or anyone involved in any phase of the due diligence process, Gordon Bing provides a unique, comprehensive, one-volume source of information and guidance. His book will help investors research, evaluate, and understand an existing or proposed business not only from a financial standpoint, but also from equally important nonfinancial standpoints. It provides a full explanation of the due diligence process, including systematic methods to determine the information you need, why you need it, and how to get it. Keyed to each topic, chapter by chapter, is a full list of specific questions that should be asked during due diligence proceedings to be studied beforehand and carried with you as a valuable on-the-spot reference. A unique, practical resource for professionals and a hands-on text for students in business schools and upper division undergraduate courses in mergers and acquisitions. ... Read more

Reviews (2)

Very comprehensive
The book uncovers a huge amount of detailed questions, nedded to perform a solid due dilligence. Very good for inspiration before investigating.

An excellent guide to truly understanding the numbers
As someone who works in investment banking, I can say this book is applicable to much more than just due diligence. It can help an analyst through most financial analysis situations(assuming the user knows the basics of how to use and analyze financial statements). What's best about the book is that it goes beyond the theory and academic stuff and gets down to real "how-to's" and "why's". He goes through every account that would appear on the three major financial statements and explains what to look for in them, how to find the answer if it's not readily apparent, what questions to ask and why the questions are important. He also thoroughly examines off-balance sheet, off-income statement and qualitative items that are essential to analysis. Beware, there are no numbers or examples to work through in this book. This book is quite literally one man's experience and intuition put into written form. If you understand that financial analysis is not as cut-and-dry as looking at well-prepared, fully forthcoming financial statements with all the info you need already given, then this book is just what you are looking for. It helps you get the right numbers to which you can apply meaningful financial analysis. ... Read more

Book Description

DUE DILIGENCE HANDBOOK

This is the most complete guideavailable on how to properly perform a due diligence investigation --and radically improve the success rate of a pending corporate merger oracquisition.

And it's not just a simple checklist of steps tofollow.This comprehensive tool includes 500 pre-formatted forms forrecording and analyzing every possible operational and financialactivity, as well as clues of what to look for and what to look outfor.The looseleaf format makes it easy to photocopy and distributepertinent information and forms to all members of the due-diligenceteam.

WILLIAM M. CRILLY (Aliso Viejo, CA) is the chairman andfounder of Newport Pacific Associates, a firm that assists companies inarranging mergers and acquisitions. ... Read more

Book Description

The comprehensive, practical guide to buying, selling, and merging technology companies

The Technology M&A Guidebook provides executives and entrepreneurs interested in acquiring or selling a technology company with everything they need to know about the entire M&A process, from identifying target companies or buyers to financial analysis, due diligence, tax issues, valuation, and legal considerations.

This book explores specific issues that are unique to technology M&A: assessing the impact of technology sector high-change rates; market-driven product development; company culture issues; engineers as managers and managers as engineers; consumer and technical product differences; technology marketing issues; intellectual property considerations; Internet interaction; and more. It also provides detailed analyses of factors involved in acquiring companies from different sectors, including:

• Semiconductor equipment and chip manufacturers
• PC/workstation and related hardware companies
• Software businesses
• Data networking and telecommunications firms
• Internet-related companies

Don’t enter the M&A process unprepared. Let The Technology M&A Guidebook help you beat the odds and make your sale or acquisition a complete success. ... Read more

Book Description

This revised and updated edition provides you and your firm with the expert advice on what you need to consider when contemplating a merger. ... Read more

Book Description

Global M & A activity continues at a blistering pace.However, a recent study of Fortune 500 executives found that postmerger integration issues­­such as culture clashes, style, ego, and change management­­are the most common pitfalls that can derail otherwise successful mergers or acquisitions. M & A Integration meets that trend head-on, providing a practical framework for integrating acquisitions while helping managers direct each step in the volatile postmerger integration process.

Reviews (2)

A helpful place to start with an important theme
Participating as a senior manager in my first large merger (Prudential/Wachovia), I found this book a helpful guide. It is a bit of a primer, so it will probably not appeal to old M&A hands; however, any MBA can tell you about discounted cash flow analysis, but few CEOs have mastered the art and science of integration, which is the focus of this book.

The glamor is in the deal making: late nights with the lawyers and bankers. But most (most!) mergers fail to yield their expected value because the unglamorous job of integration is largely ignored during the deal and often mishandled afterwards.

Schweiger's theme is that integration is paramount to ultimate success and it must begin at or before valuation and due diligence, and it must be integrally woven into every step and every process.

The book is readable, logically organized and helpful.

Clothing the Emperor
As David Schweiger is the first to admit, M&A activity often turns out to be a source of value only to shareholders in the acquired company. In other words, it is much easier to put a value on potential synergies, increased market share and cost-savings than it is to capture any of these items. This book, written with both pragmatic bottom-line sense as well as compassion for the millions of employees affected by M&As each year, offers an extremely practical guide to capturing that elusive value. M&A can be a bad case of the Emperor having no clothes - a strategy based upon benefits that simply won't ever materialise, something the individual memebers of the crowd may be able to see perfectly well but which they would never dare to admit. Here is an alternative to the cynicism that often accompanies M&A; following Schweiger's methodology might just end with the Emperor being more than halfway decent... There is also an excellent guide to personal survival in an uncertain corporate world. Every manager should have a copy. ... Read more

Book Description

Disney has done it. Chemical Bank has also. So, too, have thousands of other companies. In fact, it has become a staple of American business today: mergers and acquisitions. Spreading across all industry lines and encompassing corporations both large and small, merger and acquisition deals are booming. In 1995 alone, the value of all announced deals exceeded $300 billion, including Disney's $19 billion acquisition of Capital Cities and Chemical Bank's $10 billion merger with Chase Manhattan.

As a dynamic means of fostering growth, more and more companies will be looking to "do the deal," making it essential for corporate managers and financial officers to know their way around the M&A process. In this authoritative new reference, Jeffrey Hooke—a specialist in the field who has participated in 70 corporate finance transactions—provides a practical, comprehensive, and well-rounded overview to the ins and outs of M&A deals.

Using real-life examples, Hooke takes you step by step through the M&A process, outlining the fundamental principles that underlie deals and pinpointing the important strategies that play key roles in successful transactions. The first step is developing a disciplined acquisition plan that includes a researched assessment of management readiness and financial capability. With your finances in order, it's time to find the deal that matches your company's objectives. Hooke shows you how to initiate an acquisition search by starting your own program, screening candidates, and implementing direct contact; and when you're ready to price and close a deal, Hooke's proven valuation and negotiating strategies will have you on firm footing.

An invaluable primer for corporate executives and investment professionals involved in the mergers and acquisitions process, M&A is the most complete guide available today. M&A gives you the A to Z on:

• Key risks that face corporate acquirers—operating issues, the danger of overpayment, financial leverage concerns
• Valuation tools—using the intrinsic value approach and applying the relative value method such as comparable P/E and EBIT ratios
• Buyer categories—Window Shopper, Bottom Fisher, Strategic Buyer
• Maximum deal size guidelines—affordability, management experience, corporate risk tolerance
• The basics of negotiating and structuring—letter of intent (LOI), due diligence investigation, closing and postmerger integration
• Selling a business—retaining a financial advisor, approaching the market, confirming a valuation range

A savvy guide to mastering the art of M&A

From an expert in the M&A field comes a one-of-a-kind book that takes business executives and investment professionals through the complete mergers and acquisitions process.

"Jeffrey Hooke has done a fine job explaining the 'ins and outs' of a very complex business. He knows what he's talking about."—John C. Whitehead, former Co-Chairman, Goldman, Sachs & Co.

"M&A takes the fear out of the decision-making process—a great pragmatic tool. Hooke has given us a fine 'how-to' manual."—Kenneth Tuchman, Managing Director, Lehman Brothers, Inc.

"Hooke's basic outline of the dynamics involved provide a basic overview for both corporate executives and business students. His examples—real transactions coupled with the practicalities and legalities of the deal business—make for informative and enjoyable reading."—Gilbert W. Harrison, Chairman, Financo, Inc.

"Jeffrey Hooke has written a first-class primer on the science and art of mergers and acquisitions. This book will be a standard for both students and practitioners in the field."—Glenn H. Hutchins, Senior Managing Director, The Blackstone Group ... Read more

Reviews (6)

Out of date material makes book less relevant
While interesting, the material does not reflect changes in the types of businesses that are currently being acquired; tax, accounting and financial reporting changes; new technques for financing transactions, dramatic changes in the anti trust environment, and the emergence of multinational transactions. The discussion of valuation is extremely simplistic. The book was written before the explosion in high tech acquisitions. I do not recall any reference to internet-related businesses and the valuationn challenges they offer. The book is largely focused on evaluating large businesses, and provides little insight into handling small to medium sized businesses. To the author's credit, he does a good job of explaining basic deal concepts.

Need To Get Up To Speed On M&A? Buy This Book.
This is the first, best, and only choice for those interested in a thorough and easy to understand introduction into mergers & acquisitions. It is particularly well-suited to senior executives of middle-market companies, first-year M&A analysts, and MBA candidates. Of course, for senior M&A advisors, Hooke's book is also the perfect "leave behind" to educate prospective clients on the entire M&A process.

However, if I had the opportunity to extend a single suggestion to Jeffrey Hooke for future editions, it would be: Have a new cover designed which more fully reflects the level of quality and excitement of the text!!!

Terrific review of M&A process
I'm a CFO of a middle market company in Chicago, and I bought the book after a friend suggested it. My firm is trying to grow through acquisition, and the book explained many of the concepts well with examples. Hooke was an investment banker for 10 years, so he has a good real world view.

Terrific and practical summary of doing M&A deals!
This book is a terrific primer to tell the reader how to design a strategy to grow his company by acquisition, to find companies to buy, how to price the deals, how to crunch the numbers so the buyer isn't paying to much and how to negotiate to close the deal.

Hooke really gives the benefit of his experience at Lehman Brothers and Schroders. The book was like listening to an investment banker give me a personal lecture on what to look out for when considering an M&A deal. So many of the bankers I talk to are less than straightforward, and the book really added to my knowledge of how this specialized market operates.

The last few chapters cover some specialized areas like LBO's and consolidations and roll-ups. Hooke addresses these subject matters in a practical way that I haven't seen elsewhere. The book is really worth the investment.

will point you in the right direction to find more info
impossible to cover every possible variation of m&a but this book gives you a pretty good idea of what the process is about. it is a little heavy on things the buyer should consider and a little too light on the seller's perspective. not enough detail on types of offers (i.e. all stock, cash, owner carry, etc.) nothing on employment agreements or types of compensation agreements. a decent first book. ... Read more

Reviews (3)

Not really for beginners at all
The book is laid out in the typical "Idiot's Guide" fasion, with big fonts, lots of bullets and often simplistic writing style. I appreciate that...that's what you want when you pick up an idiot's guide.

The title would imply that this is a book for the first time buyer of a business, or the first time seller. However, A WHOLE LOT OF SPACE is dedicated to the current business owner looking to expand by buying a new business to add to their holdings. It even touches on huge corporations buying businesses. I told myself I would skip over those parts, as I do not currently own a business. I ended up skipping darn near half the book.

I'm not saying its a terrible book. It's easy to follow. But it is NOT REALLY FOR IDIOT'S. Afterall, if you're successful enough in your business to be considering buying another business, would you really want or need a book for "idiots?"

I've seen better
Even though this is for "idiots" it was still not as idiot-proof as I was hoping. It seems more geared for buying/acquiring/merging larger sized companies. I was really looking for Small Business. I purchased another book "Business Buyer's Kit" which was much easier to follow and more comprehensive.

Business Buying
I was researching my local market to buy a business after 20 years in the corporate rat race. This book by Ed Paulson was invaluable in guiding me throw the somewhat complicated transactions that must occur to buy a business. Highly recommend. Thanks Ed.... ... Read more

Book Description

During the past several years, successful companies of all sizes have initiated international transactions in record numbers. The due diligence required to effectively research, value, and complete these complex deals (mergers and acquisitions, joint ventures, strategic alliances, and private placements) has always been important. Now the type of thoughtful and careful analysis needed must take place under intense pressure because companies increasingly must compete in Internet-time. This new book is an invaluable guidebook for companies trying to capitalize on the opportunities in both developed and emerging cross-border markets. Many global transactions fail to meet the parties' expectations, and a primary culprit is inadequate due diligence. Expanding businesses must answer difficult questions (especially if the target partner lacks a financial performance track record and significant assets), such as: Why (if at all) should we do this deal? What are the rules going in and what happens if things go wrong? Where are the tax, legal, financial, and operational traps and what are the opportunities? Noted experts discuss critical topics corporate executives—and all those involved with their company's legal, accounting, and tax matters—need to know to successfully complete complex, global transactions.

Valuable tips and tools for business leaders: • Expert analysis, insights, and strategies from experienced practitioners and leading authorities in cross-border matters • Explanation of "The Seven Pillars" of due diligence—from corporate planning to operational, financial, legal, tax, accounting, and people/organizational considerations • Presents best practices of corporations, professionals, and investors in obtaining needed information • Valuable appendices, including due diligence forms, agreements, checklists, and model letters as ready-to-use tools ... Read more

Reviews (3)

A Remarkable Accomplishment
Due Diligence for Global Deal Making is one of the most enlightening and comprehensive books of its kind. Editor and contributor Arthur Rosenbloom has identified a group of thoughtful, experienced due diligence practitioners who describe the process from seven different points of view. The process is covered both from an in-bound and an out-bound standpoint. Despite the diversity of perspectives, the book maintains a consistent style and voice and refrains from undue repetition.

Each of the seven substantive chapters looks at a business using a slightly different lens: strategic, operational, financial and accounting, legal, tax, organizational and, oddly but perhaps most interestingly, the Internet. Scattered through the chapter are cautionary tales of what can go wrong in the real world if the practitioner or the client cuts corners. At the end of each chapter is a series of charts and lists which sets forth the subjects of investigation, often with indications of where to find the information or how it is important to the evaluation of the target.

For anyone who has to conduct, supervise or coordinate due diligence, this overview is remarkably helpful. For the young attorney, accountant or business strategist, Due Diligence provides a veritable Bible for his or her own due diligence. But more importantly, the book informs the reader how the information gleaned fits into the overall process.

Rosenbloom's brief but enlightening look at the due diligence world post 9/11 is among the most compelling parts of the book. This section alone can be worth the price of the book. The possible effects of terrorism or war on a business, in concrete terms, or on the material adverse change or force majeure clauses of a contract are sobering and helpful.

Describing due diligence from seven points of view and then domestic and foreign aspects on top of that is a tall order. This informative book is a remarkable, and even entertaining accomplishment...

Packed with Knowledge!
As with marriage, the success rate for global deal-making should give the wise investor pause. Most such mergers and acquisitions do not increase shareholder value. Even with the fallout from the burst bubble still landing all over the place, the juggernaut of globalization is such that international deals still manage to engender a lot of passion; it seems the grass is always greener on the other side of the border. Business leaders know that sometimes the riskiest move is the one they decide not to make, since a good strategic acquisition can ensure your company's survival. For these reasons, interest in cross-border transactions will probably remain strong, as industries consolidate and as global economic barriers collapse. However, deals that involve foreign accounting and legal practices can be absolutely perilous without expert professional guidance. This clearly written, thorough compilation can help you avoid making a bad decision and improve your odds of success. We from getAbstract strongly recommend it to anyone involved in (or considering getting involved in) global deal making.

Do Better Deals by Doing Better Due Diligence
Doing mergers and acquisitons that create value for shareholders is harder than ever. It is even more difficult to do this in a multi-national environment. The compelxities of tax, accounting, securities laws and the regulatory differences add enormous complexities to the already huge challenges of just getting the stragegy right and executing it!!

This handbook, Due Dilignece for Global Deal Making, dramatically increases the odds of doing a deal better. Many experts believe that deals are made or broken in the due diligence phase. That is is where you figure out how much to pay, and the valuation is totally dependent on what you find out and what questions you ask.

This book covers it all from strategic imperative to tax rules. It also has an excellent chapter on my own area of expertise, people and organizational fit. I found the section on beginning to evaluate the fit of the corporate cultures particularly helpful. We think the success of true mergers are highly influenced by the cultural fit.

I would highly recommend this book to anyone practicing in this area, regardless of their area of expertise, as it gives them context for all of the other important, areas. ... Read more

Book Description

A road map to building successful partnerships between companies of all sizes

In Navigating the Partnership Maze, Sarah Gerdes explains AllianceMapping and shows how firms of any size can use it to research, plan, and build strong, mutually beneficial partnerships in half the time and at a fraction of the cost of traditional approaches. Written for the executive, entrepreneur, or small business owner on the move, this guide walks readers through each step of the AllianceMapping process in a series of quicktake chapters, complete with bullet points, checklists, eye-opening graphics, and ready-to-use templates. From obtaining a distribution agreement with HBO to forging a joint venture with Intel, Gerdes outlines the precise path for achieving each kind of deal, driving home her points with fascinating case studies supplied by senior staff members at Microsoft, KPMG, American Express, Chevron Ventures, Fortune magazine, eWeek magazine, and other prestigious companies.

Reviews (30)

"Get results. Time or money"
A "How-to" book, written in order, with liberal does of history thrown it. What a treasure!
As a "honcho" (in my own mind) I enjoyed measuring the author's premises against my own real world experiences. I wish I'd read Sarah's book first.
This book was written to help its readers get results, which for many of us means money and or time. If this approach doesn't work for you, then even the consolation prize is a good deal, i.e., minimal wasted time and money.
It is not a quick read. You have to slow down and study. Enjoy.

This is a good book!
This book is an invaluable resource for people, like me, that want to drive companies towards new successes and markets, it provides an enormous number of useful suggestions, methods and real cases. These are always very pertinent, well presented and precise. Please, read this book before writing those preconceived and biased reviews. By the way, in case you didn't know, I am a total idiot.

[Deceit]
This book is very poor. This is a fact. But what is obscene is the [deceit] that the author with his friends are perpetuating with these "reviews".
One of them even wrote that he made mandatory the reading of this book in his company! Well, that could be a new method to get rid of employees at no cost. Finally, yes this board should prevent these [false] reviews but the main point is that such a poor book shouldn't even be published.

Useless
Useless - this was just a long commercial for the author's services. Worse yet, I paid for it. Very little concrete information. Very disapp

History....
Mark Cronus Says:
"Specific references to reviled figures such as Franco, who 'wore the same clothes as his partners wore' during meetings, are used to convey simple principles such as matching tones with your prospective partners. Or in other words, don't wear a black suit when your prospective partner is wearing jeans"

So anyone that should meet with you or your friend Sarah Gerdes should dress like a clown? ... Read more