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Half-Title Page 2 Editorial Page 3 Title Page 4 Copyright Page 5 About The Aurhor 7 Dedication 9 Summary of Contents 10 Contents 12 Preface 22 1. WHY MERGERS HAPPEN: MACROECONOMIC TRENDS 25 A. Merger Waves 25 B. Macroeconomic Factors That Contributed to Merger Waves 27 C. Who Captures the Benefits of Acquisitions? 29 1. Target Shareholders and Acquirer Managers 29 2. Impact on Other Stakeholders 32 2. FINANCIAL AND ECONOMIC INCENTIVES THAT SHAPE MERGERS 34 A. Synergies 34 B. Change of Control Benefits and Changes in Financial Aspects of the Business 35 C. Summary of Gains from Acquisitions 36 D. Costs of Acquisitions; Why Acquisitions Fail 37 1. Costs Incurred in Acquisitions 37 2. How Acquisitions Destroy Wealth 38 E. Acquisition Financing Decisions 39 1. How Much of the Target Does the Bidder Wish to Acquire? 39 2. Currency Choices 39 a. Stock or Cash 39 b. Economic Effects of Financing Choices 40 c. Impact on the Acquirer’s Capital Structure and Costs of Capital 40 d. Ownership Structure 41 e. Tax Liability 42 f. Risks Bearing Under Alternative Currencies 42 Problems 43 3. LEGAL SHAPING OF DEALS 45 A. The Law’s Distinctive Roles 45 B. Mergers and Other Acquisitions as a Decision

Author

Robert B. Thompson

Publisher

Wolters Kluwer Law & Business

Language

EN