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About Alexandra Reed Lajoux
Alexandra (Alex) Reed Lajoux, Ph.D., M.B.A., founding principal of Capital Expert Services, LLC (CapEx), serves the National Association of Corporate Directors (NACD) as chief knowledge officer emeritus. With more than 30 years’ experience in industry, she is regarded as a trusted source of useful insights and introductions in the field of corporate governance, M&A, and the professional disciplines that underlie these two important domains. As an complementary sideline to her continuing involvement with NACD, Dr. Lajoux helped to launch CapEx, a firm that provides governance experts to law firms, professional services firms, and private equity firms in need of experts on governance and related matters.
During her time at NACD, Dr. Lajoux served as editor-in-chief of NACD’s founding flagship publication Director’s Monthly for more than 15 years, and also served as one of several leaders in developing the world’s largest library of director-centric thought leadership publications. In addition, Dr. Lajoux has conceptualized and authored or coauthored all the books in the McGraw-Hill Art of M&A series, covering strategy, valuation, financing, structuring, due diligence, and integration, as well as financial distressed M&A and bank M&A. With the exception of her book on integration, based on interviews with experts, all her books are coauthored with professionals who have had decades of experience in the subject matter covered. Her articles have appeared in Financier Worldwide, Risk & Compliance, and Capital Insights. She is a Series Editor in governance and sustainability for DG Press, an award-winning imprint of De Gruyter.
Dr. Lajoux is a past member of the Board of M&A Standards and currently serves on the advisory boards of Campaigns & Elections magazine and the Caux Roundtable. An associate member of the American Bar Association and a past member of IEEE and the Recording Academy, she is a Life Member of the NACD, as well as the Association of Princeton Graduate Alumni, where she served as a trustee. At Loyola University (Maryland) she is a member of the Jenkins Society, in support of education. She holds certification in communication from Toastmasters International.
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Since the last edition of this authoritative resource was published, the M&A world has gone from boom to bust and back again—and this new edition brings you completely up to date. With critical lessons learned from the financial crises and regulatory shocks of the past decade, The Art of M&A, Fifth Edition delivers the information and insight you need to make all the right decisions throughout the process. Learn the ins and outs of:
•Getting Started—basic process, requirements, and objectives• Strategy—deciding what to buy and why•Valuation and Modeling—measuring and projecting value pre- and post-merger• Financing and Refinancing—sourcing capital • Structuring—mitigating financial, tax, and legal risk• Due Diligence—investigating a business’s past, present, and future risks• Documentation and Closing—pulling everything together to ensure a smooth transaction • Integration—merging resources, processes, and responsibilities to maximize synergies• Landmark Cases—legal cases you need to understand
The Art of M&A is an indispensable resource for anyone heavily engaged in the process—whether you’re an executive tasked with growing your businesses, an investment banker structuring transactions, an attorney responsible for due diligence, or an accountant who advises buyers and sellers. Turn to this definitive resource to develop, steward, and close deals that benefit everyone involved.
Pessimists see distressed M&A . . .
Optimists see distressed M&A
Opportunities abound in “bankruptcy beauties”—both in good times and bad. Distressed mergers and acquisitions used to be the domain of a handful of specialists, who generated handsome profits by unlocking value in troubled companies. Now, you can learn the secrets for participating in these deals with knowledge and confidence. The Art of Distressed M&A provides the critical information needed to manage the unique complexities of buying, selling, and financing troubled companies.
The Art of Distressed M&A arms you with creative solutions to seemingly impossible problems and helps you to avoid common pitfalls. This comprehensive guide enables you to:
- Understand the roles, rights, and responsibilities of debtors, secured creditors, unsecured creditors, advisors, trustees, and bankruptcy courts
- Navigate through complicated valuation, financing, legal, accounting, and tax issues
- Communicate effectively and make informed proposals in multiparty negotiations
- Create the optimal deal structure—from prepackaged plans of reorganization to 363 sales to loan-to-own transactions
The Art of Distressed M&A also highlights practical examples using recent bankruptcy cases following the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 and is the first publication of its kind since The Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010.
The most trusted M&A guidebook available--updated for today's extreme-risk world of business.
Major financial scandals, geopolitical upheaval, technological advances, rapid globalization . . . The world--and the way business is done--has changed drastically in the 10 short years since the original publication of this book. As a result, the already tedious M&A process has become exponentially more complex.
The most trusted guidebook of its kind, The Art of M&A Due Diligence helps you uncover problems and inconsistencies in an M&A deal while they're still manageable. You’ll find everything you need to mitigate all types of traditional risk—financial (key ratios, new GAAP-IFRS standards), operational (background checks, on-site visits), transactional (verification, checking warranties), and legal (intellectual property, environmental law).
This new edition also addresses complications introduced over the past decade by including:
- New information about the use of electronic data rooms for due diligence
- New focus on the role of International Accounting Standards
- New tools for Foreign Corrupt Practices Act (FCPA) compliance
- New regulations concerning the environment and social issues
- New case law of interest, including key decisions of the Delaware Chancery Court and Delaware Supreme Court
The fear of risk in an M&A deal is rational, but it shouldn't prevent you from moving ahead. A well-conceived, carefully executed merger or acquisition can be extraordinarily enriching for both buyer and seller. This step-by-step guidebook is all you need to know where to look—and what to look for--when conducting M&A due diligence.
How much do you really know about money? Everyone uses it, but few know how it really works. Most books about money focus on specific aspects. This book breaks through the usual silos to present money as a broad social technology that serves the current needs of society. It reviews the latest developments in financial technology including cryptocurrency, blockchain, and the prospect of a cashless future; and clears up many misconceptions in the process.
Starting with a very brief history, the authors provide insights on how money is made; why money has value and what can change its value; how central banks, treasuries, foreign exchange, lending, and blockchain work; why you may be trading against robots; and privacy and security issues in an increasingly cashless society that will change our lives. While written for a broad audience, this book is also essential reading for students entering courses in the area of business finance, or money and banking.
An M&A “dream team” of experts explains how to conduct due diligence in the first, most important step in the process—determining exactly what a company is worth
"What's it worth?" Valuation is the common thread that unifies every M&A transaction, regardless of a company's industry, financial condition, or stage of development. The Art of M&A Valuation and Modeling bridges the gap between M&A valuation in theory and as an appraisal practice. It shows how to perform objective analyses, address all parties’ subjective interests in the transaction, and use practical financial models to complete a smooth transaction that benefits everyone.
Alexandra Reed Lajoux is Chief Knowledge Officer at the National Association of Corporate Directors (NACD). She has more than 30 years of experience as a senior writer and editor of newsletters, articles, and books on various business topics.
H. Peter Nesvold is a managing director with Jefferies & Co. in New York, where he heads transportation and automotive-related equity research.
Elizabeth Bloomer Nesvold is the managing partner of Silver Lane Advisors, an M&A advisory firm specializing in the investment and wealth management industries.
Up-to-date guidance for conducting a successful M&A for banks and financial institutions
The simmering economic climate since the financial crisis faces a front of new competition and sweeping regulatory reforms expected to drive the U.S. banking sector into consolidation in the next ten years. Capitalizing on the upcoming opportunities will take strategically focused preparation. The Art of Bank M&A is the unprecedented guide to mastering the merger and acquisition of a bank and any other financial institution.
M&A transactions involving financial businesses take place in a framework of regulation, which makes them greatly different from those of commercial companies. The specialized coverage in this one-of-a-kind guide gives you an insider's interpretation of the Dodd–Frank Wall Street Reform and Consumer Protection Act, along with the most popular techniques and strategies used to shed and acquire financial entities within the regulation. Straightforward explanations and instructive examples from the real world reveal:
- Major changes in banking law and unique considerations for bank holding companies
- The why and how of bank M&As, including how banks achieve growth and value
- How to value and validate financial businesses, including the basic steps for determining a price range to purchase a bank
- Trends in practices, controversy, and reporting for transborder bank M&As, including a convenient summary of inbound and outbound transaction regulations
- Where to find opportunity in distressed and insolvent banks
M&A is the most powerful and risky weapon in financial strategy, and like other books in The Art of M&A series, this latest title gives you everything you need to be savvy in the M&A arena. To prepare for the coming surge in bank mergers and acquisitions, turn to the unmatched, sector-specific guidance in The Art of Bank M&A.
Whether you're a senior bank manager, a government regulator, or an individual investor, The Art of Bank M&A covers everything you need to know about the unique economic structures of banks and financial institutions and the federal regulations they must operate within. Sweeping changes brought on by the Dodd-Frank Act as well as the new economic environment still emerging from the 2007–2009 financial crisis makes this timely guide a must-read for everyone involved in banking and M&A. From valuing a business entity to post-merger integration, this conveniently organized guide walks you through every important step of a bank M&A, including:
- The regulatory framework of bank mergers, and the strategies and standards driving the transaction
- The reasons behind banks combining their resources, processes, and responsibilities through mergers
- How to put a price on the value one financial entity brings to another
- How banks create value through synergy
- 250 critical questions on the minds of today's forward-thinking professionals
Even if you're not directly involved in M&A transactions, this book provides both institutional and individual investors with useful information on the latest investment vehicles and strategies for making money on bank stocks.
Seize the competitive advantage with today’s most powerful strategic tool—M&A
“Given the influence of technology, globalization, and regulatory change, M&A will continue to shape our industries. For most companies, therefore, the consideration of M&A in strategy is now fundamental.”
–from the Introduction to Part I
The Art of M&A Strategy is exactly what you need to build mergers, acquisitions, and divestitures into your overall business strategy—to make M&A a competitive advantage and avoid landing on the long list of M&A failures.
Experts in the field of M&A, Smith and Lajoux demystify this otherwise complex subject by taking you through the types of M&A strategy and the key steps to successful M&A strategy development and implementation. The Art of M&A Strategy is conveniently organized into three sections:
- Part I presents a range of possible corporate strategy situations and provides the role and rationale for M&A in each, such as building and managing a portfolio, participating in industry consolidation, spurring corporate growth, and using acquisitions to create “real options.”
- Part II outlines how to determine the role of M&A in your strategy—taking into consideration industry context, competitive imperatives, and strategy options—and explains how to find and screen partners, decide whether to buy or sell, and engage the board of directors in M&A decisions.
- Part III covers M&A as a sustained corporate program, particularly in the context of international growth, outlining the most strategic aspects of post-merger integration, describing how to use advisors throughout the process, and examining core competencies required for successful M&A programs.
The authors illuminate the purpose and process of applying M&A with real-world success stories involving Cisco, GE, Google, and many other companies that have leveraged M&A for strategic success. Use The Art of M&A Strategy to create a powerful strategy position for success in today’s changing business environment and to seize and hold competitive advantage.
Designed for the professional investor who is building an investment portfolio that includes equity, Corporate Valuation for Portfolio Investment takes you through a range of approaches, including those primarily based on assets, earnings, cash flow, and securities prices, as well as hybrid techniques.
Along the way, it discusses the importance of qualitative measures such as governance, which go well beyond generally accepted accounting principles and international financial reporting standards, and addresses a variety of special situations in the life cycle of businesses, including initial public offerings and bankruptcies. Engaging and informative, Corporate Valuation for Portfolio Investment also contains formulas, checklists, and models that the authors, or other experts, have found useful in making equity investments.
- Presents more than a dozen hybrid approaches to valuation, explaining their relevance to different types of investors
- Charts stock market trends, both verbally and visually, enabling investors to think like traders when needed
- Offers valuation guidance based on less quantitative factors, namely management quality and factors relating to the company and the economy
Corporate Valuation for Portfolio Investment puts this dynamic discipline in perspective and presents proven ways to determine the value of corporate equity securities for the purpose of portfolio investment.
Authoritative and completely up-to-date, the Fourth Edition of The Art of M&A is an unsurpassed, one-stop guide to every facet of mergers and acquisitions that enables you to make winning deals with complete confidence.
This definitive resource retains its popular Q&A format, offering quick access to all the changes that have occurred in the field since the merger wave of the 1990s. The book explores every key aspect of winning M&A transactions, and presents advice on avoiding common M&A pitfalls.
The Fourth Edition of The Art of M&A features vital information on:
- Getting Started in Mergers and Acquisitions --learning the basic M&A process, requirements, negotiating skills, and objectives
- Planning and Finding --deciding what to buy and then locating it
- Valuation and Pricing -- using multiple valuation methods to discover the true value of an acquired company or unit
- The Art of Financing and Refinancing -- mastering funding sources and issues
- Structuring M/A/B Transactions -- managing general, tax, and accounting considerations
- The Due Diligence Inquiry -- looking into the past, present, and future risks of the business to be purchased
- Negotiating the Acquisition Agreement and the Letter of Intent-- understanding two vital documents in the M&A process
- Closing -- synchronizing the many individual items to produce a harmonious transaction
- Postmerger Integration and Divestitures -- following through after the M&A deal to capture the economic value of synergies
- Special Issues for M&A in Public Companies_examining the unique legal and business considerations of public entities
- Workouts, Bankruptcies, and Liquidations -- handling specific financial problems that arise in M&A transactions with entities in the zone of insolvency
- Structuring Transactions with International Aspects -- developing the necessary skills and knowledge to do M&A deals across national borders
Filled with detailed examples and case studies, this updated classic also includes discussion of purchase accounting, Section 404, new legal cases with M&A implications, and more.
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.
Real-world advice for determining the most advantageous structure in a merger, acquisition, or buyout
The actual structuring of a merger or acquisition is key to the success of the entire procedure. The Art of M&A Structuring explores ways to approach a deal as an investment and satisfy the often conflicting financial and operational goals of all parties, from buyers and sellers to investors and lenders. Written in the trademark Q&A style that made The Art of M&A a landmark business bestseller, this book is filled with real-world examples and cases. Decision makers in any organization will quickly find the M&A information and insights they need, including:
- Up-to-date GAAP and tax considerations
- Advantages and disadvantages of spin-offs and spin-outs
- Special considerations for off-balance-sheet transactions
"M&A financing and refinancing can be a path to progress--starting today, as you read the ideas in this book and dream up your own."
--Alex Sheshunoff, From the Foreword
The expansion of a business through merger or acquisition involves experience and wisdom. It involves the ability to envision how two or more combined companies can equal far more than the sum of their parts. It also involves, more often than not, the use of "other people's money." The Art of M&A Financing and Refinancing tells you how to obtain and repay that money, taking the complex, technical aspects of M&A finance and making them clear, understandable, and applicable to your situation.
This comprehensive reference handbook points you to all the facts, figures, names, and places you need to finance your next deal. Unique in that it concentrates solely on the most fundamental component of the M&A transaction--money--The Art of M&A Financing and Refinancing provides clear-headed advice and guidance on:
- The key financial sources and instruments you can use--for any kind of deal
- How to select the most appropriate type of financing--debt, equity, or a combination of the two
- Financing via debt--loans, bonds, and leases--and the virtually infinite ways to borrow or lend
- Tactics to consider in contracts, including contingent payments, earn-outs, and equity kickers
- How to determine when refinancing is necessary--and plan for it as a probability
- How volatile global events affect economic systems--and the impact this has on M&A financing and refinancing
- Debt/equity hybrids and the vehicles through which they travel--including mezzanine financing and seller takeback financing
The ability of one company to acquire another has helped companies throughout history grow stronger, more vibrant, and more competitive. Just as your business must establish satisfying relationships with external vendors and suppliers for its component parts and services, it must also become accustomed to using external financing for growth. Let The Art of M&A Financing and Refinancing show you how to combine the "Main Street" of commercial banking with the "Wall Street" of investment banking, and help you stay on the profitable side of the M&A success ledger.