The art of M&A integration : a guide to merging resources, processes, and responsibilities

著者

書誌事項

The art of M&A integration : a guide to merging resources, processes, and responsibilities

Alexandra Reed Lajoux

McGraw-Hill, c2006

2nd ed

  • : hardcover

タイトル別名

The art of M and A integration

大学図書館所蔵 件 / 全4件

この図書・雑誌をさがす

注記

Includes index

内容説明・目次

内容説明

Your roadmap to success in the world of postmerger integration Nearly half of today's executives attribute M&A failure to poor integration between merging businesses. This thoroughly revised edition of The Art of M&A Integration provides you with updated facts on integration of compensation plans, new FASB and GAAP accounting rules, strategies for merging IT systems and processes, and more.

目次

PART ONE Prerequisites Introduction and Acknowledgments Chapter 1 Basic Definitions and Data Introduction The Meaning of Integration International Considerations Appendix 1-A: Postmerger Performance: A Review of the Research Notes Chapter 2 The Path to Integration Introduction Alternatives Growing versus Shrinking Building versus Buying Keeping versus Selling Integrating versus Managing Separately International Considerations Appendix 2-A: Postmerger Sell-Offs: How Common Are They? Following Up on the 10 Largest Acquisitions of 1985 Appendix 2-B: Valuing the Divestiture Option Notes Chapter 3 Integration Planning and Communication Introduction Forming Integration Plans The Role of Insiders in Planning M&A Integration The Role of Outsiders in Planning M&A Integration Integration Elements in the Merger Agreement Internal Communication: Key Challenges Formal External Communication of the Integration Plan Taxable M&A Reporting Communicating with Stakeholders Merger Scenarios International Considerations More Is Better: A Case in Point Appendix 3-A: Sample Mission, Team, and Timeline of Acquisition Appendix 3-B: Communications Plan Matrix Appendix 3-C: Integration Planning Worksheet Appendix 3-D: Integration Plan Outline (Sample Outline Focusing on HR, Communications, and IT) Notes PART TWO Integrating Resources Introduction and Acknowledgments 107 Chapter 4 Retaining and Integrating Human Resources Introduction Retaining Human Resources Legal Issues Cultural Issues Merging Boards of Directors Reshaping the Chairman and CEO Roles Merging Senior Management Teams Turf: Typical and Special Scenarios Merging Sales, Merchandising, and Distribution Forces International Considerations Appendix 4-A: Sample No Compete Agreements Appendix 4-B: Human Resources Integration Planning Grid Notes Chapter 5 Integrating Financial and Tangible Resources Introduction Acquisition Accounting for M&A (under GAAP) Enhanced Financial Reporting for M&A (Non-GAAP) Valuing and Combining Tangible Assets International Considerations Appendix 5-A: Selected Unaudited Pro Forma Condensed Combined Financial Data (in thousands, except per share data) Notes Chapter 6 Integrating Reputational and Other Intangible Resources Introduction The Challenge of Company Name Changes Managing Brand Identity after a Merger Integrating Mission Statements Valuing and Combining Intangible Assets International Considerations Appendix 6-A: Sample Vision Statements from Companies Involved in Mergers Appendix 6-B: Branding Case Studies Notes PART THREE Integrating Processes Introduction and Acknowledgments Chapter 7 Integrating Management Systems Introduction Integrating Organizational Structures Sharing Space Sharing Goals Sharing Standards Sharing Services Integrating Processes for Product or Service Design, Production, and Supply Integrating Internal Financial Controls International Considerations Appendix 7-A: Types of Organizational Structure Appendix 7-B: Internal Control-Integrated Framework: Excerpts from the Original COSO Report Appendix 7-C: Benchmarking Postmerger Integration of Internal Control: A Sample Guidesheet Notes Chapter 8 Integrating Compensation Plans Introduction Postmerger Compensation Basics Planning Pay Integration: A Strategic Overview Merging Benefit Plans Disclosure and Trading Rules International Considerations Appendix 8-A: Pay for Performance Notes Chapter 9 Integrating and Enhancing Technology and Innovation Introduction Postacquisition Knowledge Management Integrating Technologies: The Big Picture Integrating Systems for Research and Development (R&D) Valuing and Combining Patents and Trade Secrets International Considerations Appendix 9-A: IT Buzzwords for the Twenty-First Century Appendix 9-B: Integration Planning Worksheets Appendix 9-C: Integration Planning Worksheet for IT Appendix 9-D: Information Security Program Elements Notes PART FOUR Integrating Corporate Responsibilities-Fulfilling Stakeholder Commitments Introduction and Acknowledgments 355 Chapter 10 Fulfilling Commitments to Customers and Suppliers Introduction Commitments to Customers Legal Aspects of Customer Relations Postmerger Pricing Postmerger Quality Management Continuity for Customers Commitments to Suppliers Legal Aspects of Supplier Relations Key Supplier Issue: Postmerger Outsourcing Continuity for Suppliers Technological Considerations for Customers and Suppliers International Considerations Notes Chapter 11 Fulfilling Commitments to Shareholders, Bondholders, and Lenders Introduction Commitments to Shareholders Owners/Investors Building Shareholder Value Postmerger Returns Legal Aspects of Shareholder Relations Commitments to Bondholders Bondholders Commitments to Lenders Lenders International Considerations Appendix 11-A: Simple Formulas for Calculating Shareholder Value Notes Chapter 12 Fulfilling Commitments to Employees and Communities Introduction Commitments to Employees The Context for Commitments Commitments to Communities International Considerations Notes APPENDIXES Appendix A: Acquisition Process Overview Appendix B: Sample "Assets" Checklist of Resources, Processes, and Responsibilities Appendix C: Pairwise Comparison Appendix D: Sample Integration Planning Process (as shown in Table 3-1) Appendix E: Sample Press Releases Appendix F: Screen Shots from an M&A Planning "Cockpit" Appendix G: Baldrige Self-Analysis Worksheet for Quality Assessment (optional) Index

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