Mergers And Acquisitions Simulations

A critical skill for any aspiring transactional lawyer is the ability to draft documents that pertain to different types of deals and situations. This book, which is an update of Corporate Drafting: A Practical Approach , provides students with the opportunity to follow a merger and acquisition from the inception of the client relationship through the entire merger transaction process and its ultimate closing. The book is structured to be used as a stand-alone corporate drafting textbook or in conjunction with a mergers and acquisitions course. The book, which utilizes one cohesive scenario to form the basis of the underlying deal, brings a merger transaction to life and provides students with the opportunity to engage in up to 30 simulations relating to the merger. The simulations provide an opportunity for students to: form the client relationship by preparing the engagement letter; kick off the merger transaction by drafting the confidentiality agreement; negotiate the substantive terms of the merger transaction and draft the term sheet based on those terms; engage in a limited due diligence review of select contracts and prepare a due diligence memo; draft the entire merger and acquisition agreement .

A critical skill for any aspiring transactional lawyer is the ability to draft documents that pertain to different types of deals and situations. This book, which is an update of Corporate Drafting: A Practical Approach, provides students with the opportunity to follow a merger and acquisition from the inception of the client relationship through the entire merger transaction process and its ultimate closing. The book is structured to be used as a stand-alone corporate drafting textbook or in conjunction with a mergers and acquisitions course. The book, which utilizes one cohesive scenario to form the basis of the underlying deal, brings a merger transaction to life and provides students with the opportunity to engage in up to 30 simulations relating to the merger. The simulations provide an opportunity for students to: form the client relationship by preparing the engagement letter; kick off the merger transaction by drafting the confidentiality agreement; negotiate the substantive terms of the merger transaction and draft the term sheet based on those terms; engage in a limited due diligence review of select contracts and prepare a due diligence memo; draft the entire merger and acquisition agreement and the most common ancillary documents including the escrow agreement, executive employment agreement, consultant agreement, and non-compete agreement; assess whether regulatory requirements such as the Hart-Scott-Rodino antitrust filing or WARN Act notice are triggered, and if so, prepare the actual filing or notice; draft the consent actions of the shareholders and directors; prepare a closing checklist and draft the necessary closing documents including the articles of merger, officers' certificates, and legal opinion; and to prepare a press release announcing the closing of the transaction. This book introduces students to the entire merger and acquisition process and provides them with an opportunity to draft most of the documents associated with this type of transaction. So, when they reach practice, they should be able to hit the ground running.

Drawing on twenty years of merger analysis literature, this single source offers practical solutions to a wide range of problems faced by specialists working in the field of mergers and acquisitions. The authors take an industrial organization approach in which effects on profits, on consumer surplus and on overall welfare are of greatest relevance. The focus is primarily on horizontal mergers, although vertical and conglomerate mergers are addressed when producers of complementary goods are involved. Among the issues and elements examined, the authors provide answers to the following: How does a merger affect the insider firm's profitabifity? Why may outsiders stock market value increase or decrease following a merger? What are the expected welfare effects of a merger? What sort of arguments can be used for merger defense? How do economists model the firm's merging decision? How can the authorities simulate the price effects of a horizontal merger? Is post-merger entry likely to compensate the effects of a merger? The discussion proceeds from an analysis of the simplest exercise of market power to evermore complex merger environments. In their detailed coverage of policy evaluation of proposed acquisitions, the authors provide a merger simulation toolkit which can be applied to important recent judicial decisions in the field. This book will be of great value not only to academics in microeconomics and industrial organization, but also to lawyers and officials seeking expert practical guidance in the business or administrative responsibilities surrounding mergers and acquisitions.

This publication is a simulation or game to be used in conjunction with a classroom experience. It is based on a real international Mergers and Acquisition (M&A) transaction involving a multi- billion dollar acquirer seeking to expand for the first time internationally. The simulation allows participants to experience the whole M&A process for themselves in the classroom - including triumphs and setbacks.The simulation will allow participants to gain insights into acquisition strategy, due diligence, company valuation, deal negotiations, contract design, post acquisition integration and performance outcomes.

This book offers a service science perspective on platform orchestration and on collaborative consumption, providing an overview of research topics related to service dominant logic in multi-sided markets. The chapters give an international and multi-disciplinary overview of the current topics of digital service platforms from many angles. This overview helps in filling the gap between service science and recent research of the platform economy and paves the way for future service platform research. Open standards and distributed databases such as blockchain configurations increase the connectivity of business ecosystems as devices and systems exchange data with each other instead of through intermediaries. This exchange opens up opportunities for new value constellations, makes services globally scalable, and connects local service systems as integrated systems of systems. The book brings together established academics from a number of disciplines. This collaboration makes it possible to provide novel constructs and empirical results that help the reader to understand how value is co-created and orchestrated in the era of digital service platforms. In addition to theory building, practical implications for wider managerial and policy use are highlighted. The topics in this book are related to service platform technologies; organizational capabilities; and strategies and management in the contexts of retail, healthcare, and the public sector. A wide selection of case studies is used to demonstrate the implications of platforms for different service and economic contexts. Combining both theory and practice, this book is highly recommended for readers interested in the service and marketing point of view on the platform economy and for practitioners strategizing for scalable service platforms. Chapters 4 and 10 are available open access under a Creative Commons Attribution 4.0 International License via link.springer.com.