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JOHN CABOT UNIVERSITY

COURSE CODE: "FIN 360"
COURSE NAME: " Mergers and Acquisitions"
SEMESTER & YEAR: Fall 2018
SYLLABUS

INSTRUCTOR: Teresa Triglia
EMAIL: [email protected]
HOURS: TTH 1:30-2:45 PM
TOTAL NO. OF CONTACT HOURS: 45
CREDITS: 3
PREREQUISITES: Prerequisites: Junior Standing, FIN 201, FIN 202, FIN 301
OFFICE HOURS:

COURSE DESCRIPTION:
Despite the frequency and magnitude of Mergers and Acquisitions (M&A) activity, M&As have a poor track record of success. Building on the premise that what happens after the deal is signed is as critical as the deal-making itself, in this course the student will research general literature, case studies, and practitioner experiences to build the knowledge necessary to address the financial, strategic and organizational challenges of acquisitions, with a view to realizing the promise of value creation. Specifically, the course explores the role of M&As in corporate strategy, domestically, overseas and across borders. It also reviews the fundamental building blocks: identification, valuation, negotiation, due diligence, deal structuring, financing, and integration.
SUMMARY OF COURSE CONTENT:
MERGERS HAVE BEEN A VERY IMPORTANT PART OF COMPANY GROWTH OVER THE PAST TWENTY FIVE YEARS,
DOMESTICALLY, OVERSEAS, AND ACROSS BORDERS. THIS COURSE REVIEWS SOME OF THE CORE
CONCEPTS INVOLVED IN MERGERS AND ACQUISITIONS: CORPORATE STRATEGY AND IDENTIFICATION, VALUATION, NEGOTIATIONS, DUE DILIGENCE, DEAL STRUCTURING, FINANCING, AND INTEGRATION. THE
COURSE IS ARTICULATED IN FOUR PARTS: (1) AN OVERVIEW OF M&A'S: TYPES OF MERGERS,
DRIVERS OF VALUE, DETERMINANTS OF SUCCESS, AND ROLE OF ADVISERS; (2) CORPORATE STRATEGY AND ORGANIZING FOR ACQUISITIONS: SOURCES AND LIMITS OF VALUE CREATION AND TARGET SELECTION; (3) DEAL STRUCTURING AND NEGOTIATION: VALUATION METHODS (PARTICULAR LOOK AT CROSS-BORDER ACQUISITIONS AND LBOS), ACCOUNTING AND PAYMENT, KEY AGREEMENTS, DUE DILIGENCE, BID STRATEGIES AND DEFENCES;  (4) POST ACQUISITION INTEGRATION: MAKING ACQUISITIONS WORK - HUMAN CAPITAL AT THE CENTER OF INTEGRATION SUCCESS.

THE COURSE WILL INCLUDE SEVERAL CASE STUDIES AND OPPORTUNITITES FOR ENGAGEMENT AND WILL BE PRACTICALLY ORIENTED.

 

LEARNING OUTCOMES:
AFTER SUCCESSFUL COMPLETION OF THE COURSE THE STUDENT WILL BE ABLE TO:

- UNDERSTAND THE DIFFERENT CONTEXTS IN WHICH MERGERS AND ACQUISITIONS CAN TAKE PLACE
- IDENTIFY M&A POTENTIAL FOR CREATING VALUE
- EVALUATE THE POSSIBILITIES OF SUCCESS OF A MERGER
- FORESEE POSSIBLE PROBLEMS DEPENDING ON HOW THE DEAL IS STRUCTURED
- ASSESS THE POTENTIAL VALUE OF AN ACQUISITION TO THE ACQUIRING PARTY, ANALYSING THE INDIVIDUAL SOURCES   OF VALUE
- UNDERSTAND THE VARIOUS INTERCONNECTED STEPS OF THE DEAL STRUCTURING AND NEGOTIATION PROCESS
- ESTABLISH A PLAN FOR EFFECTIVE IMPLEMENTATION OF A MERGER, BASED ON THE TRADE·OFFS OF THE MERGER PROCESS
- UNDERSTAND THE CHALLENGES ASSOCIATED WITH POST-CLOSING INTEGRATION
-
OVERALL - DEVELOP SKILLS IN BUSINESS AND ECONOMIC ANALYSIS, PROBLEM SOLVING AND CREATIVE THINKING
TEXTBOOK:
Book TitleAuthorPublisherISBN numberLibrary Call NumberComments
Mergers, Acquisitions, and Other Restructuring ActivitiesDonald M. DePamphilisAcademic Press - Elsevier978-0-12-801609-1  
REQUIRED RESERVED READING:
NONE

RECOMMENDED RESERVED READING:
NONE
GRADING POLICY
-ASSESSMENT METHODS:
AssignmentGuidelinesWeight
CLASS PREPARATION AND PARTICIPATIONThe course will be highly interactive. This grade will be based on the quality of the students preparation, analysis of assigned texts and contribution to the class discussion.20
MID-TERM ExamClosed book30
GROUP PROJECT AND PRESENTATIONThe students will form teams to apply ideas from the course to a specific M&A deal of their choosing. The goal is to analyze a company that has overcome serious challenges by using a merger or acquisition technique. The groups will present their projects to the class and answer questions. A written, detailed report shall be submitted. The groups are to submit their selected case study by week 6. Further details will be provided in class.20
FINAL ExamClosed book30

-ASSESSMENT CRITERIA:
AWork of this quality directly addresses the question or problem raised and provides a coherent argument displaying an extensive knowledge of relevant information or content. This type of work demonstrates the ability to critically evaluate concepts and theory and has an element of novelty and originality. There is clear evidence of a significant amount of reading beyond that required for th
BThis is highly competent level of performance and directly addresses the question or problem raised.There is a demonstration of some ability to critically evaluatetheory and concepts and relate them to practice. Discussions reflect the student’s own arguments and are not simply a repetition of standard lecture andreference material. The work does not suffer from any major errors or omissions and provides evidence of reading beyond the required assignments.
CThis is an acceptable level of performance and provides answers that are clear but limited, reflecting the information offered in the lectures and reference readings.
DThis level of performances demonstrates that the student lacks a coherent grasp of the material.Important information is omitted and irrelevant points included.In effect, the student has barely done enough to persuade the instructor that s/he should not fail.
FThis work fails to show any knowledge or understanding of the issues raised in the question. Most of the material in the answer is irrelevant.

-ATTENDANCE REQUIREMENTS:
AS NOTED, THIS COURSE IS HIGHLY INTERACTIVE.  IF A STUDENT IS NOT PRESENT, HE/SHE CANNOT LEARN AND MORE IMPORTANT, CANNOT ADD HER UNIQUE THOUGHTS AND INSIGHT TO THE DISCUSSION. ABSENCES OR TARDINESS JEOPARDIZE THAT PART OF THE GRADE WHICH IS BASED CLASS PREPARATION AND PARTICIPATION GRADE.

THE UNIVERSITY'S ATTENDANCE POLICY IS DESCRIBED IN THE CATALOGUE.



ACADEMIC HONESTY
As stated in the university catalog, any student who commits an act of academic dishonesty will receive a failing grade on the work in which the dishonesty occurred. In addition, acts of academic dishonesty, irrespective of the weight of the assignment, may result in the student receiving a failing grade in the course. Instances of academic dishonesty will be reported to the Dean of Academic Affairs. A student who is reported twice for academic dishonesty is subject to summary dismissal from the University. In such a case, the Academic Council will then make a recommendation to the President, who will make the final decision.
STUDENTS WITH LEARNING OR OTHER DISABILITIES
John Cabot University does not discriminate on the basis of disability or handicap. Students with approved accommodations must inform their professors at the beginning of the term. Please see the website for the complete policy.

SCHEDULE

SessionSession FocusReading AssignmentOther AssignmentMeeting Place/Exam Dates
Week 1Introduction and Overview REQUIRED TEXT: Chapter 1TBA 
Week 2The Mergers & Acquisitions EnvironmentREQUIRED TEXT: Chapter 1TBA 
Week 3The Mergers & Acquisition Process - Planning, Developing Business and Acquisition PlansREQUIRED TEXT: Chapter 4TBA 
Week 4The Mergers & Acquisition Process - Implementation: Search through ClosingREQUIRED TEXT - Chapter 5TBA 
Week 5Discussion of due diligence best practices and exploration of methodology to link to other elements of the deal process, including valuation, definitive agreements, and integration"WHEN TO WALK AWAY FROM A DEAL", HARVARD BUSINESS REVIEW, APRIL 2004; CASE AND ISSUES TO BE ADDRESSEDTBA 
Week 6Postclosing Integration. Due date for students to submit group project details.REQUIRED TEXT: Chapter 6TBA 
Week 7Mid-Term ExamClosed book  
Week 8The Corporate Takeover Market - developing the appropriate bid and defense strategies and tacticsREQUIRED TEXT: Chapter 3TBA 
Week 9Deal Structuring and Financing Strategies - Payment and Legal ConsiderationsREQUIRED TEXT: Chapter 11TBA 
Week 10Deal Structuring and Financing Strategies -Tax and Accounting ConsiderationsREQUIRED TEXT: Chapter 12TBA 
Week 11Deal Structuring and Financing Strategies - Financing the dealREQUIRED TEXT: Chapter 13TBA 
Week 12Mergers and Acquisitions ValuationREQUIRED TEXT: Chapters 7 and 8TBA 
Week 13Cross Border Mergers & AcquisitionsREQUIRED TEXT : Chapter18TBA 
Week 14Group Project Presentations   
Week 15Final ExamClosed Book