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| Author : | Steven Bragg, CPA |
| Status : | Production |
| CPE Credits : | 19.0 |
| IRS Credits : | 0 |
| Price : | $127.95 |
| Passing Score : | 70% |
| NASBA Technical: | Yes |
| Primary Subject-Field Of Study: | Finance - Finance for Course Id 792 |
| Description : |
Mergers & Acquisitions describes all of the steps in the acquisition process, with an emphasis on strategy, valuation, synergies, due diligence, integration, and acquisition accounting. |
| Usage Rank : | 0 |
| Release : | 2015 |
| Version : | 1.0 |
| Prerequisites : | None |
| Experience Level : | Overview |
| Additional Contents : | Complete, no additional material needed |
| Additional Links : |
Mergers Acquisitions and Corporate Restructurings 3rd Edition
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| Advance Preparation : | None |
| Delivery Method : | Self-Study |
| Intended Participants : | Anyone needing Continuing Professional Education (CPE) |
| Revision Date : | 11-Sep-2015 |
| 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 - NASBA Registry - 792 |
| Keywords : | Finance, Mergers, Acquisitions, Comprehensive, Guide, Third, Edition, cpe, cpa, online course |
| Learning Objectives : |
Course Learning Objectives
• Note the players involved and documents used in the acquisition process. • Identify the laws and regulations under which the government reviews proposed acquisitions. • State the activities that can be engaged in to prepare a business for sale, as well as the reasons for selling. • Note the problems and advantages of data rooms. • Cite the different types of acquisition valuation methods, the variability of their results, and why a detailed valuation is of such interest to the seller’s board of directors. • Recognize the reasons why identified synergies are not shared with the seller. • Identify the techniques available for acquiring a target business with a hostile takeover, and the defenses that may be raised against it. • State the areas in which due diligence should be conducted on a target company, the specific tasks to be completed, and the impact of due diligence costs on small acquisitions. • Cite the advantages and disadvantages of paying for an acquisition with stock, debt, or cash from the perspectives of the acquirer and seller. • Identify the legal structures used in an acquisition, and why they are used. • Recognize the uses of the documents and clauses required to enter into and close an acquisition. • State the role of the integration team, and the areas in which it is most likely to take steps to integrate the operations of the acquirer and acquiree. • Note the accounting required for an acquisition transaction under Generally Accepted Accounting Principles. • Identify the responsibilities and fee structures of the various acquisition specialists. • State the merits and shortfalls of reverse mergers, and how a reverse merger transaction works. Chapter 1 Chapter 2 Chapter 3 Chapter 4 Chapter 5 Chapter 6 Chapter 7 Chapter 8 Chapter 9 Chapter 10 Chapter 11 Chapter 12 Chapter 13 Chapter 14 Chapter 15 Chapter 16 |
| Course Contents : | Chapter 1 - Acquisition Strategy The Sales Growth Strategy The Geographic Growth Strategy The Product Supplementation Strategy The Full Service Strategy The Vertical Integration Strategy The Adjacent Industry Strategy The Diversification Strategy The Market Window Strategy The Blocking Strategy The Bolt-on Strategy The Expertise Strategy The Low-Cost Strategy The Industry Roll-up Strategy The Size Consideration The Competitor Consideration The Weak Link Consideration The Ego Consideration The Failings of Acquisition Strategy Chapter 2 - The Acquisition Process The Acquirer’s Acquisition Process The Seller’s Acquisition Process The Bankrupt Seller Acquisition Process Reconciling the Acquisition Processes Chapter 3 - Regulatory Approval Antitrust Laws Hart-Scott-Rodino Act Industry Concentration Concerns The Failing Company Doctrine The European Union Merger Regulation Chapter 4 - Exit Planning Reasons for Selling Alternatives to Selling Clean Up the Business Timing of the Sale Information Sharing Risks of a Failed Exit Chapter 5 - The Data Room The Physical Data Room The Electronic Data Room Chapter 6 - Valuation of the Target Board of Directors Liability Timing of the Deal Liquidation Value Real Estate Value Relief-from-Royalty Method Book Value Enterprise Value Multiples Analysis Discounted Cash Flows Replication Value Comparison Analysis 52-Week High Influencer Price Point The Initial Public Offering Valuation The Strategic Purchase Extraneous Valuation Factors The Control Premium The Earnout The Valuation Floor and Ceiling The Fairness Opinion Chapter 7 – Synergy Analysis The Need for Synergies Synergy Analysis for Expenses Synergy Analysis for Revenue Synergy Analysis for Capital Expenditures The Synergies Table Synergy Analysis for Risk Reduction Synergy Secrecy The Cost of Synergies Chapter 8 - Hostile Takeover Tactics The Williams Act Schedule TO Initial Share Acquisition Initial Communications The Bear Hug The Tender Offer The Partial Tender Offer The Partial Tender Offer The Two-Tiered Tender Offer The Creeping Tender Offer The Mini-Tender Offer The Proxy Fight Hostile Takeover Defenses Chapter 9 - Due Diligence Due Diligence Preparation Due Diligence Expectations Due Diligence Cost Target Company Overview Corporate Culture Target Company Management Employees Employee Benefits Financial Results Internal Reports Revenue Cost Structure Intellectual Property Fixed Assets and Facilities Liabilities Equity Taxes Accounting Policies Product Development Product Development Selling Activities Marketing Activities Production Operations Materials Management Information Technology Treasury and Risk Management Legal Issues Regulatory Compliance Service Companies International Issues Due Diligence Results Indicators of a Strong Acquisition Candidate Factors that Terminate a Deal Chapter 10 - Payment Structure of the Acquisition The Stock-for-Stock Exchange The Exchange Ratio The Impact of Options, Warrants, and Convertible Securities Issues Impacting the Stock Payment Decision Stock Payment Based on Fixed Share Count or Fixed Price The Debt Payment The Cash Payment The Consulting Contract Impact on Earnings per Share The Earnout Payment Practical Considerations Chapter 11 - Legal Structure of the Acquisition Tax Issues in an Acquisition Issues with Stock Purchases General IRS Requirements to Avoid Gain Recognition The Type “A” Acquisition The Type “B” Acquisition The Type “C” Acquisition The Type “D” Acquisition Triangular Mergers The Asset Acquisition Impact of the Acquiree Organizational Form Chapter 12 - Acquisition Documents The Letter of Intent The Term Sheet The Purchase Agreement Positions of the Parties The Closing Memorandum Chapter 13 - Acquisition Integration General Integration Topics Team Composition Integration Planning Competitor Reactions Accounting Integration Corporate Branding Culture Integration Customer Service Integration Divestment Issues Employee Integration Human Resources Integration Information Technology Integration Legal Integration and Issues Management Structure Integration Marketing Integration Materials Management Integration Production Integration Selling Integration Treasury and Risk Management Integration Post-Integration Analysis Integration for the Serial Acquirer Chapter 14 - Accounting for Acquisitions Overview of Business Combinations Identifiable Assets and Liabilities, and Noncontrolling Interests Goodwill or Gain from Bargain Purchase Goodwill Calculation Bargain Purchase Reverse Acquisitions Related Issues Acquisition of Assets Transactions between Entities under Control of Same Parent Pushdown Accounting Income Taxes Goodwill Goodwill Amortization Variations under IFRS Chapter 15 - Acquisition Personnel The Acquisitions Attorney The Investment Banker The Valuation Specialist Other Consultants The In-House Acquisitions Department Chapter 16 - Reverse Mergers The Reverse Merger Concept Advantages and Disadvantages of the Reverse Merger The Price of a Shell Shell Due Diligence Trading Volume Other Reverse Merger Issues Glossary |
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