Many executives say they use M&A as a means to consolidate or expand the market position of their firm or increase its production efficiency. Most mergers and acquisitions, however, fail to create value, leading to the so-called ‘merger paradox’. By adopting a multidisciplinary and institutional perspective, this course aims to increase the understanding of merger determinants and effects, discusses key topics for value creation, and concludes with policy assessments. In addition, the participants will work on their negotiation skills during a workshop.
This course deals with the economic, legal and financial aspects of Mergers & Acquisitions (M&A). The lectures will be given by reputable professors, as well as investment bankers, and lawyers who are experts in M&A.
Major M&A transactions constantly appear in the headlines, often highlighted by their astronomical transaction amounts. Global M&A deals have exceeded €1 trillion (1 million – million) each year since 1990, and almost €5 trillion in 2015 alone. For the largest Western firms, M&A spending has been one of the top expenditures since 2000, often exceeding Fixed Investment and R&D, combined.
Many of these executives would tell you that they use M&A as a way to consolidate or expand the market position of their firms, expand into new markets and services, or to increase their efficiency. Yet, most mergers and acquisitions repeatedly fail to generate economic value, creating what some experts call the ‘merger paradox’: if value is not being created or sustained, why is there so much M&A activity occurring? As a corollary, this course looks into the many diverse parties and interests that drive this merger-mania.
The explosive growth in the number, size, and complexity of mergers and acquisitions during the latter part of the 1990's and between 2003-2008 has demonstrated how ingrained this way of doing business has become in the global business community. Interestingly, an M&A outburst is always followed by a similar move, but in the opposite direction: downwards. Many acquirers subsequently pursue spin-offs or split-ups. These dynamics form the frame of a course that contributes to understanding the position of firms as well as authorities.
On the first day, prof. Wilco Oostwouder and Luigi Pinna, senior lecturer Economics will introduce you to the legal and the economic side of Mergers and Acquisitions. Luigi Pinna will also deal with the valuation of companies. In the following days the lecturers will deal in a multidisciplinary and interactive way with topics that are key to managing M&A.
The second day focuses on pre-acquisition requirements such as due diligence investigations, letter of intent and future organizational, legal structuring of the target or even parent and deal structure and bidding strategy. The Share Purchase Agreement, post-acquisition governance of the target, successful exit strategies (with the help of instruments like “sweet equity” and “ratchets”) are taken up on the third day. With the knowledge gained in the first three days, the participants will be well-prepared for the lectures about the bigger fish in the pond, the larger than €100 million transactions: public takeover bids (day four). In the morning of the last day, the students will participate in a negotiation training workshop following the Harvard Principled Negotiation method. The afternoon of the last day will be reserved for student presentations of their papers on an imaginary M&A proposal for the board of a selected major multinational corporation and for the exams for students who need a grade.
The summer course will be concluded by the distribution of certificates, a canal tour through Utrecht, and drinks.
P: +31 (0)6 229 38 313