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| Author : | Jae K. Shim, Ph.D., CPA |
| Course Length : | Pages: 71 ||| Review Questions: 36 ||| Final Exam Questions: 28 |
| CPE Credits : | 5.5 |
| IRS Credits : | 0 |
| Price : | $49.45 |
| Passing Score : | 70% |
| Course Type: | NASBA QAS - Text - Technical - NASBA Registry |
| Primary Subject-Field Of Study: | Finance - Finance for Course Id 893 |
| Description : | This course discusses all facets of mergers and acquisitions (M&As) and divestitures, including deciding on terms, key factors to consider, pros and cons, types of arrangements, evaluative criteria, valuation methods, financial effects of a merger, holding companies, takeover bids, SEC filing requirements, accounting and reporting requirements for business combinations, and financial analysis of combinations. Also addressed is emergence of corporate development officers (CDOs). |
| Usage Rank : | 0 |
| Release : | 2020 |
| Version : | 1.0 |
| Prerequisites : | Basic Accounting. |
| Experience Level : | Overview |
| Additional Contents : | Complete, no additional material needed. |
| Additional Links : |
What Are Mergers and Acquisitions – M&A?
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| Advance Preparation : | None. |
| Delivery Method : | QAS Self Study |
| Intended Participants : | Anyone needing Continuing Professional Education (CPE). |
| Revision Date : | 28-Jan-2021 |
| NASBA Course Declaration : | Participants must complete the final examination within one year of purchase and with a minimum passing grade of 70% or better to receive CPE credit unless otherwise noted on the Course History page (i.e. California Ethics must score 90% or better). After logging in click on the Course History links on your My Courses page for the Begin date and Expire date for the Final Exam. |
| Approved Audience : | NASBA QAS - Text - Technical - NASBA Registry - 893 |
| Keywords : | Finance, Practical, Guide, Mergers, Acquisitions, Divestitures, v10, cpe, cpa, online course |
| Learning Objectives : |
Chapter 1
2. Recognize the benefits of mergers and why certain companies may choose an acquisition strategy. 3. Recognize the definition of due diligence when considering a merger. 4. Understand how different mergers may affect taxation and financial results. 5. Recognize antitrust guidelines used to determine whether certain mergers would be challenged by the Department of Justice. 6. Identify factors relevant to the stock acquisition of another company. 7. Recognize Securities and Exchange Commission (SEC) rules regarding mergers. 8. Identify advantages of different methods of financing a merger. 9. Recognize different defensive measures used by target companies. 10. Identify different approaches and techniques for merger valuation. Chapter 2
2. Recognize some of the methods a company may use to divest. 3. Identify valuation techniques for divestitures. |
| Course Contents : | Chapter 1: Mergers and Acquisitions Learning Objectives Mergers Chapter 1 Review Questions - Section 1 Pros and Cons of a Merger Advantages of a Merger Disadvantages of a Merger Guidelines Chapter 1 Review Questions - Section 2 Planning for Mergers and Acquisitions Defining Objectives Defining Criteria Finding and Screening Candidates Deciding on Acquisition Terms Earnings Dividends Market Price of Stock Book Value per Share Net Working Capital per Share Grading Criteria Illustrative Grading Guide: Factors in Determining a Price Acquisition Strategy and Process Financing the Merger Advantages of Giving Stock Disadvantages of Giving Stock Advantages of Giving Assets Disadvantages of Giving Assets Advantages of Leverage Disadvantages of Leverage Preferred Stock Financing Chapter 1 Review Questions - Section 3 The Use of Capital Budgeting Techniques in Appraising the Acquisition Exchange Ratio Effect of Merger on Earnings per Share and Market Price per Share Risk of the Acquisition Holding Company Advantages of a Holding Company Disadvantages of a Holding Company Hostile Takeover Bids Advantages of a Hostile Bid Disadvantages of a Hostile Bid Tax Considerations Defensive Measures by Targeted Company Chapter 1 Review Questions - Section 4 The Valuation of a Targeted Company Comparison with Industry Averages Capitalization of Earnings Capitalization of Excess Earnings Capitalization of Cash Flow Present Value (Discounting) of Future Cash Flows Operating Cash Flow Book Value (Net Worth) Tangible Net Worth Economic Net Worth (Adjusted Book Value) Fair Market Value of Net Assets Liquidation Value Replacement Cost Secured-Loan Value Gross Revenue Multiplier Profit Margin/Capitalization Rate Price-Earnings Factor Comparative Values of Similar Going Concerns Sales of Stock Combination of Methods Accounting Adjustments Q ratio Summary Accounting, Reporting and Disclosures for Business Combinations Background The Application of the Acquisition Method Acquisition Method vs. Purchase Method Disclosures Financial Statement Analysis of Business Combination Emergence of Corporate Development Officers (CDOs) and In-House M&A Teams Making a Corporate Marriage Work Chapter 1 Review Questions - Section 5 Chapter 2: Divestiture Learning Objectives Unbundling Objectives and Types of Divestitures Reasons for Divestiture Determining What Areas/Units Should be Sold Divestiture or Restructuring Planning Planning the Sale Chapter 2 Review Questions - Section 1 Employee Considerations Means of Divestiture Valuation and Appraisal in Divestiture Asset Valuation Methods Sales and Income Factors Market Based Comparisons Discounted Cash Flow Analysis An Illustration: Discounted Cash Flow Analysis Divestiture with Uncertainty Risk Adjusted Discount Rate Sensitivity Analysis Simulation Choosing the Form of the Transaction Cash versus “Paper” Installment Sales Contingent Earnout Arrangements Leveraged Buyouts (LBO) Regulated Investment Company Technique Recapitalizations ESOP Techniques Partial Sale Transactions Accounting for Divestitures Reporting the Disposal of a Segment of a Business Dispositions in Form Only Disclosure Requirements Subsidiaries Sold to the Public or Spun Off (Carveout Accounting) Liquidation Process Conclusion Chapter 2 Review Questions - Section 2 Appendix Table 1 - Present Value of $1 Table 2 - Present Value of an Annuity of $1 Due Diligence Checklist Annual Report References Microsoft 10-Q 01/26/2017 Amazon 2017 Annual Report Glossary |
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