The
1980s Takeover Boom and Government Regulation
Popular books and articles routinely assert that the excesses of the 1980s caused many of our current economic problems. The hugely expensive failures of the S&Ls, the sharp rise in bankruptcy filings by large companies, and the restructurings by many overleveraged and uncompetitive firms have been blamed on the overheated market for junk bonds and the hostile takeover activity in the late 1980s. Even the recent recession was attributed in large measure to the excessive debt taken on by firms and individuals in the go-go 1980s.
Gregg A. Jarell, professor of finance and
business administration at the William E. Simon Graduate School
of Business of the University of Rochester WANG
Management
Remains Key to Buyout Success, Study Reveal
This
important research study was commissioned by
SJ Berwin - one of Europe's leading law firms
- in association with mergermarket. In it, SJ
Berwin canvassed the views of over 300 senior
venture and buyout investors across the United
Kingdom, France, Germany and Spain.
Making
Mergers Profitable
Although
mergers too often prove to be economic disappointments,
the odds for achieving added shareholder value
have gone up dramatically in the last few years.
A 1999 study of deals from 1996 to 1998 showed
that only 17% of large mergers had added shareholder
value. A more recent study, covering 1997-1999
deals, shows that almost a third of them (i.e.,
35% of the US deals, 24% of the European ones)
had added value for the shareholders.
Donald Spitzer, KPMG
Reverse
Takeovers: A shell game
Make
no mistake—reverse takeovers might seem like
a handy way to get a stockmarket listing, but
they can be devilishly difficult
Ian Rowley
U.S.
Leveraged Buyout Market From 1980-2002
The
leveraged buyout market rose to prominence in
the late 1980s when private equity firms such
as Kohlberg Kravis & Roberts ("KKR")
and Fortsmann Little were consistently making
headlines with large buyouts including the largest
leveraged buyout ever, KKR's $25 billion buyout
of RJR Nabisco in 1988. The success of these
financial sponsors (i.e., private equity firms)
and others in completing transactions and earning
favorable returns attracted many other parties
to the industry. There are currently hundreds
of financial sponsors focused on buying companies
of all sizes across many industries.
Debt,
Leveraged Buyouts, and Corporate Governance
Leveraged
buyouts (LBOs) have been blamed for a host
of perceived economic evils, from the federal
budget deficit to unemployment. In reality,
LBOs are responsible for none of those evils;
they are merely tools of economic organization.
Such misconceptions about LBOs stem from a
misunderstanding about the role of debt and
the role of takeovers in the modern corporation.
This paper attempts to dispel these misconcep-
tions.
Barry
E. Adler assistant professor of law and Larry
E. Ribstein is professor of law at George
Mason University.
Takeovers
and Leveraged Buyout
Corporate takeovers became a prominent feature
of the American business landscape during the
seventies and eighties. A hostile takeover usually
involves a public tender offer—a public offer
of a specific price, usually at a substantial
premium over the prevailing market price, good
for a limited period, for a substantial percentage
of the target firm's stock. Unlike a merger,
which requires the approval of the target firm's
board of directors as well as voting approval
of the stockholders, a tender offer can provide
voting control to the bidding firm without the
approval of the target's management and directors.
Gregg A Jarrell, professor of economics and
finance at the University of Rochester's Simon
School of Management
Teaching
U.S. Mergers & Acquisitions Law at Renmin
University
The
course that I taught surveyed U.S. laws on
mergers and acquisitions (M&A). The choice
of such subject was a result of balancing
several factors. M&A is relatively new
to China. M&A of business enterprises
in PRC did not emerge until mid-1980s. The
M&A transactions of this period, although
in large numbers, were mostly orchestrated
by the government in response to the changing
environment brought about by
the economic reform.
Jie SHEN, a practicing attorney in New York
Merging Successfully- The importance of understanding organizational
culture in mergers and acquisitions
Despite the fact that it is increasingly common these days for companies
to publish their cultural traits or values, what is listed does
not always reflect the actual culture of the place. Anthropologists
have long known that the task of learning about a specific group’s
culture does not start by asking members themselves to identify
the specific traits. In fact, cultural traits are not readily identified
by the members of a social group. Understanding the depth of cultural
influences that are practiced over time within a specific group
or organization requires long periods of reflective observation
and the formation of key questions about beliefs, disciplines and
innovative problem solving strategies.
By Dr Kent Rhodes
Making
Mergers a Growth Strategy
The leading indicator of success for corporate
unions is whether there is immediate action taken to retain and
attract the very best people -- the people with the knowledge, expertise,
initiative, imagination, and collaborative skills within the organization.
Most integration plans miss or downplay this critical piece
By Dr Kent Rhodes
|