Material Adverse Change: Lessons from Failed M&As (Wiley Finance) - Hardcover

Stefanowski, Robert V.

Hardcover

ISBN 10: 1118066898 ISBN 13: 9781118066898

Publisher: Wiley, 2018

Synopsis

Boost M&A outcomes with less risk by learning from mistakes of the past

Material Adverse Change will help you close more successful mergers and acquisitions by analyzing the common root causes of deal failures from before the Great Recession to today. The time between signing and closing a deal is a particularly risky period where the buyer has committed to purchase the company, but the seller continues to operate it while waiting for regulatory approval or funding to close out the deal. A Material Adverse Change clause allows the buyer to back out of the transaction if certain adverse events occur during this period. By designing this safety net into the contract, you’re free to take the time to examine records, meet with employees, and fully understand the legal issues at hand. If the target loses value during that time, in certain cases, you’re free to walk away. This book explores the full power of the Material Adverse Change clause, and today’s M&A in general. You’ll dig into the real causes of M&A failure, and discover the traits and practices that lead to poor results as you learn how to avoid these common mistakes and drive more successful deals. Recent case studies highlight common mistakes made―and propagated―by otherwise intelligent people, so you can identify and eliminate these practices within your own organization.

A large acquisition is already a delicate balancing act. Why complicate it with the exponential risk by not doing your homework? This book shows you how to apply best practices to increase your chances of successful deals and avoid potentially career ending mistakes. 

• Explore the true root causes of M&A failures of the past
• Analyze the personality traits that drive suboptimal outcomes
• Implement new practices to avoid mistakes and close successful deals

• Learn why common-sense errors are repeated over and over again

The M&A market has grown to become a major factor in the global economy, yet many buyers do less investigation than consumers making everyday purchases. Material Adverse Change shows you how to slash risk and improve your chances of completing better deals.

About this title

About the Author

ROBERT V. STEFANOWSKI is an independent consultant on business strategy, leadership, finance, and M&A throughout North America, Europe, and Asia. A current member of the McKinsey & Company Mergers & Acquisitions Advisory Board, he's also been President and CEO of numerous business units at General Electric Company and CFO of UBS Investment Bank. A Visiting Professor of Management Practice at Oxford University, he is the author of Making M&A Deals Happen.

From the Back Cover

THE SECRET TO REDUCING RISK AND OPTIMIZING VALUE IN M&A DEALS

Material Adverse Change improves your merger and acquisition (M&A) skillset by showcasing the prevalent causes of failed deals through real world examinations into an illuminating collection of the biggest failures around the world.

Written by an industry influencer with more than two decades of experience at the highest levels of practice and academia, this game-changing guide takes you inside the real causes of M&A breakdowns so you can master the soft skills and techniques driving today's most successful deals. This single authoritative resource shows you:

• The ins and outs of the material adverse change (MAC) clause and why this underused part of the contract is critical to reducing risk and arriving at better outcomes.
• A behind-the-scenes look at how forward-thinking organizations are positively growing from an increasing trend in cross-border M&A deals.
• Exactly what you need to do to drive M&A excellence, including how to be more sensitive to the impact of different cultures on deals, and suggestions on how to improve your negotiating skills to drive better outcomes.

The due diligence for your next M&A deal starts with Material Adverse Change. This step-by-step guide shows you how to:

• Optimize the time between signing and closing in a continuing era of MAC clauses becoming more restrictive and harder to enforce
• Strategically anticipate the impact that culture, due diligence and the regulatory framework play in your M&A negotiations in order to both save the deal and avoid paying costly fees
• Take negotiations beyond the legal contract to find pragmatic solutions to problems encountered that can prevent good deals from falling apart

A signed contract doesn't make a done deal, and with Material Adverse Change, you can fine tune your negotiations to ensure positive outcomes.

From the Inside Flap

Mergers and acquisitions (M&A) are big business on a global scale. In cases when M&As happen with industry giants like Bank of America and Merrill Lynch, Royal Bank of Scotland and ABN AMRO, and AOL and Time Warner there's a lot at stake throughout every step of a complex process. Even with hundreds of billions of dollars on the line, it is surprising how little time many buyers spend investigating the massive commitment they are making for their companies, their shareholders and their own careers. Material Adverse Change takes you behind the headlines of some of the most highly visible M&As in recent history in order to highlight where these deals fell apart and the lessons learned to prevent failures from happening again.

The collection of failed, landmark M&A deals examined inside is designed to address the most common pitfalls of these negotiations, and it's shocking to learn many of these failures occurred because of such commonsense errors as a failure to consider cultural differences, poor negotiating strategies or simply not enough investigation by the buyer before they committed billions of dollars to the deal. So, it's odd that these problems are so widespread at the highest levels of the industry. The influence of the global economy has changed M&A in significant ways, and will continue to do so, which is why the old playbooks are obsolete and today's executives, attorneys, and everyone else involved in M&A deals need an updated approach to the M&A strategy.

Edition details

• Publisher: Wiley
• Publication date: 2018
• Language: English
• ISBN 10: 1118066898
• ISBN 13: 9781118066898
• Binding: Hardcover
• Edition number: 1
• Number of pages: 216