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Course Details

Mergers & Acquisitions - A Comprehensive Guide - Third Edition (Course Id 792)

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Author : Steven Bragg, CPA
Status : Production
CPE Credits : 19.0
IRS Credits : 0
Price : $146.95
Passing Score : 70%
NASBA Technical: No
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 :
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

    Cite the types of acquisition strategies that companies engage in.
    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 sellers 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
Acquisition Strategy

Cite the types of acquisition strategies that companies engage in.

Chapter 2
The Acquisition Process

Note the players involved and documents used in the acquisition process.

Chapter 3
Regulatory Approval

Identify the laws and regulations under which the government reviews proposed acquisitions.

Chapter 4
Exit Planning

State the activities that can be engaged in to prepare a business for sale, as well as the reasons for selling.

Chapter 5
The Data Room

Note the problems and advantages of data rooms.

Chapter 6
Valuation of the Target

Cite the different types of acquisition valuation methods, the variability of their results, and why a detailed valuation is of such interest to the sellers board of directors.

Chapter 7
Synergy Analysis

Recognize the reasons why identified synergies are not shared with the seller.

Chapter 8
Hostile Takeover Tactics

Identify the techniques available for acquiring a target business with a hostile takeover, and the defenses that may be raised against it.

Chapter 9
Due Diligence

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.

Chapter 10
Payment Structure of the Acquisition

Cite the advantages and disadvantages of paying for an acquisition with stock, debt, or cash from the perspectives of the acquirer and seller.

Chapter 11
Legal Structure of the Acquisition

Identify the legal structures used in an acquisition, and why they are used.

Chapter 12
Acquisition Documents

Recognize the uses of the documents and clauses required to enter into and close an acquisition.

Chapter 13
Acquisition Integration

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.

Chapter 14
Accounting for Acquisitions

Note the accounting required for an acquisition transaction under Generally Accepted Accounting Principles.

Chapter 15
Acquisition Personnel

Identify the responsibilities and fee structures of the various acquisition specialists.

Chapter 16
Reverse Mergers

State the merits and shortfalls of reverse mergers, and how a reverse merger transaction works.
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 Acquirers Acquisition Process

The Sellers 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

Finance Course 792 Home: https://www.cpethink.com/cpe-for-cpas
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