The Beginner’S And Intermediate'S (Complete) Guide To M&A

With a Side Dish of Accounting, Finance, and Corporate Law.

What you'll learn

Understand the difference between a “merger" and an "acquisition”, what drives M&A activity, and how value is created (or destroyed) through an M&A transaction.

Get a "Crash Course" in the accounting, finance, and legal principles underlying M&A.

Know the difference between a public and private company and the process by which a private company "goes public".

Understand what's meant by a company's "capital structure".

Recognize the potential impact of the U.S. Antitrust Laws on M&A transactions.

Understand "deal structuring" and the three types of structures used in an M&A transaction (Asset Purchase, Stock Purchase, and Merger).

Learn what makes an M&A transaction “friendly” or “hostile,” the steps and tactics for each, and what takeover defenses are available to a Target company.

Appreciate the importance of business valuation in the M&A process and the three most common methods used to value a Target company in an M&A transaction.

Answer the question: "Do M&A transactions create shareholder value?"

Requirements

The course is designed for those with no business background or an intermediate level of knowledge. All accounting, finance, and legal concepts necessary for the course are covered in Section 2's "Crash Course - The Life (and Death?) of a U.S. Public Company". In that Section, we follow a business, from start-up phase through bankruptcy.

Description

Overview. The Beginner’s and Intermediate's (Complete) Guide to Mergers & Acquisitions is a course in mergers and acquisitions (M&A) and the M&A market.  We will be covering all of the important aspects of M&A transactions, using real-world business examples and case studies wherever possible to make the connection between learning and application.  And we’ll have a lot of fun doing it!  I have been fortunate in my career to have worked on many “headline deals” that involved some big personalities (and egos).  They make for great case studies to review during class, but make for even better behind-the-scenes stories.  In addition, we’ll cover some areas that aren’t addressed in most M&A courses, but that I think you’ll find both fascinating and entertaining.  For example, “Hostile Takeovers” and “Poison Pills” have been in the news for much 2022, but what exactly are they?  We’ll talk about those, and many other current trends in the M&A market.Who is this Course For? The Beginner’s and Intermediate's (Complete) Guide to Mergers & Acquisitions is intended for beginners and intermediates and provides a basic (but thorough) overview of the entire M&A process.  For those with no business background, and anyone who could benefit from a review, I have included a "Crash Course" (see below) that covers many concepts related to M&A.Crash Course. Mergers & Acquisitions is a subject that brings together multiple disciplines, including accounting, finance, and corporate law.  For anyone with no background in these topics or who would benefit from a review, the course includes a comprehensive "Crash Course" that covers concepts that are applicable to this course.Downloadable Materials. The course includes a significant amount of content that you are free to download and keep, including recorded lectures, a PowerPoint Slide Deck for every lecture, Case Studies, and Study Aids.

Overview

Section 1: Welcome to the Course!

Lecture 1 Introduction & Course Overview

Lecture 2 Why do Companies Combine with Other Companies?

Section 2: * CRASH COURSE: The Life (and Death?) of a U.S. Public Company *

Lecture 3 The Birth of a Business I

Lecture 4 The Birth of a Business II

Lecture 5 Public vs. Private Companies

Lecture 6 Going Public!

Lecture 7 Capital Structures

Lecture 8 The Death of a Business?

Section 3: M&A and the U.S. Antitrust Laws

Lecture 9 M&A and the U.S. Antitrust Laws

Section 4: Structuring an M&A Transaction

Lecture 10 Deal Structuring: Asset Purchases

Lecture 11 Deal Structuring: Stock Purchases

Lecture 12 Deal Structuring: Mergers

Lecture 13 Deal Structuring: Paying for the Target

Section 5: Friendly vs. Hostile Transactions

Lecture 14 Friendly Takeovers

Lecture 15 Hostile Takeovers: The Tactics

Lecture 16 Hostile Takeovers: Two-Step Transactions

Lecture 17 Hostile Takeovers: Proxy Contests

Lecture 18 Takeover Defenses I

Lecture 19 Takeover Defenses II

Section 6: Valuing a Public Company

Lecture 20 Why Value a Business?

Lecture 21 Measures of Value

Lecture 22 Business Valuation: DCF Analysis

Lecture 23 Business Valuation: CCA

Lecture 24 Business Valuation: CTA

Section 7: Do M&A Transactions Create Shareholder Value?

Lecture 25 The Goal of M&A

Anyone with no prior business background who is interested in learning more about M&A transactions through a basic, but thorough, introduction to the subject.,Someone with an intermediate level of business knowledge who is interested in learning more about M&A transactions through a basic, but thorough, introduction to the subject.,Current business and law students who are taking/planning to take an M&A course.,Those currently working in a business or legal position who want to accelerate their career and/or expand their base of knowledge.