presents American Management Association Seminars
AMA'S COURSE IN MERGERS AND ACQUISITIONS
Seminar No: 01521 -XNBB
CEU Credits: 2.7
Length: 4.5 days
Making successful merger-and-acquisition deals in normal times is challenging enough. Making them in a slippery economy requires much more care and expertise.
This seminar could be the most valuable meeting you'll attend this year! In four-and-a-half intensive days, you'll cover many of the crucial elements that can make or break a merger or acquisition, from identifying bona fide prospects to structuring the best deal. "Preview" the type of problems you're likely to encounter. Learn how to avoid pitfalls and get straight answers to your toughest questions.
Attendees:
This course is designed for top-level management, including chief executive officers and chief financial officers, owners of companies, presidents, vice presidents of finance, treasurers, controllers, corporate planning directors, financial planners and analysts, directors of new business development, directors of mergers and acquisitions and accountants.
How You Will Benefit:
- Screen candidates for bona fide prospects
- Identify and evaluate synergies
- Assess the true financial status of prospects
- Weigh legal, tax and accounting implications
- Determine how much a company is worth
- Set appropriate offering prices
- Structure the best deal and negotiate to your advantage
- Analyze financial and tax implications in the light of new, tougher accounting rules
What You Will Cover :
Corporate Objectives and the Rationale for Diversification Strategies Planning and Organizing the Mergers and Acquisitions Function
- Acquiring facilities, products, markets and talents The need for flexibility in M&A
The Search
- Internal and external sources of potential acquisitions Using financial intermediaries successfully
The Screening and Evaluation Process
- Using publicly available information and data supplied by acquisition candidates The roles of functional managers, outside auditors, legal counsel, presidents and board of directors
Financial Analysis
- Analyzing balance sheets and income statements
- What to do about undisclosed liabilities
- Nature of earnings and the problems of reporting them accurately
Accounting, Anti-Trust, Tax and Legal Aspects of M&As Negotiating Techniques
- Finding out what the other side really wants Using a win-win negotiating process to reach a successful M&A agreement
Analyzing an Acquisition Contract
- Cutting through the technical jargon
- Basic stages of the acquisition agreement process
- Using the purchase agreement to uncover critical information about the seller
Implementing Due Diligence
- Assembling a competent team
- Constructing an effective due diligence checklist
Acquiring Privately Held Companies
- Special problems involved
- Competitive intelligence and analysis
- Psychology of private company owners
Cross-Border International Transactions
Extended/Detailed Seminar Outline
Learning Objectives
- Screen Candidates and Identify Bona Fide Prospects
- Identify and Evaluate Synergies
- Evaluate True Financial Status of Prospects
- Weigh Legal, Tax, and Accounting Implications
- Determine How Much a Company Is Worth
- Set Appropriate Offering Prices
- Structure the Best Deal, and Negotiate to Your Advantage
- Analyze Financial and Tax Implications in the Light of New, Tougher Accounting Rules
The Role of Investment Bankers in the Mergers and Acquisitions Process
- Defining the Four Types of Investment Banks
- Describe the Investment Banker Selection Process
- Discuss Fees and Listing Types
- Present Overviews of the Buying and Selling Processes
- Define Investment Bankers' Roles in Representing the Buyer and Seller
- Explain the Marketing Process
The Acquisition Agreement
- Describe The Basic Stages of the Acquisition Agreement Process
- Explain Reasons for Difficulty in the Process
- Identify Contents of the Letter of Intent
- Identify Contents of the Final Agreement
The Due Diligence Process
- Identify the Six Parts of the Due Diligence Process
- Discuss Assembling a Competent Team
- Provide a Sample Due Diligence Checklist
- Discuss the Due Diligence Process
Antitrust Issues in Mergers and Acquisitions
- Explain Basic Antitrust Laws Affecting Mergers and Acquisitions
- Define Types of Acquisitions and Which Ones the Hart-Scott-Rodino Act Applies To
- Apply Three Tests of Reportability
- Explain the Exception to the Reporting Rules
- Discuss Antitrust Agencies and their Concerns
Valuing the Target
- Explain That There Is No One "Right" Price
- Explain Factors That Affect Value
- Outline the Selection of Valuation Methods
- Apply Valuation Methods: Discounted Cash Flow, Liquidation Value, Price Earnings Multiple, Price to Sales Multiple, Price to Book Value Multiple, and Market Comparability
Creating Shareholder Value
- Define "Capital"
- Calculate the Cost of Debt
- Calculate the Cost of Equity
- Calculate the Weighted Average Cost of Capital
- Calculate the Increase or Decrease in Shareholder Value
Tax Aspects of Mergers and Acquisitions
- Identify and Define Taxable and Nontaxable Mergers and Acquisitions
- Identify and Define Asset and Stock Purchases
- Allocate Value among Assets Purchased
- Explain Advantages and Disadvantages to Transactions Allowing a Step Up in Asset Basis
- Test a Transaction to Determine Whether It Is Nontaxable
- Identify Seven Types of Nontaxable Reorganizations
- Calculate Annual Allowable NOL Carryforwards and Tax Credits after an Acquisition
Research and Development in an Acquisition: Write-Offs in Purchase Acquisitions
- Define FASB Standards for In-Process Research and Development Write-Offs
- Determine Valuation of Asset Types
- Apply Tests for Qualifying Research and Development Purchases for Write-Off Eligibility
Special Problems in Acquiring Privately Held Companies
- Define Triangular Methodology in Gathering Information and Data
- Explain Methods of Evaluating Privately Held Target Companies
- Describe the Psychology of Private Company Owners
- Enumerate Special Reasons for Selling Privately Held Companies
Troubled Company Acquisition Opportunities
- Recognize Opportunities Presented by Chapter 11 Companies
- Apply the Chapter 11 Acquisition Process
- Assess Risks of Chapter 11 Acquisition Opportunities
- Apply Altman’s Z-Score to Measure a Company’s Financial Health
Cross Border Acquisitions
- Understand the Driving Forces behind Cross Border Acquisitions
- Define the Twelve Main Areas of Difference between Domestic and International Transactions
Mergers Down South
- This chapter presents a detailed description of the legal process required of companies pursuing mergers or acquisitions in Mexico. While policies may have been restrictive in the past, many industries are now open to foreign investments from ten to one hundred percent of equity.
A Book of M&A Proverbs
- Impart Pearls of M&A Wisdom
Preparing for Merger Syndrome and Avoiding the Strain of Culture Clash
- Set up a Temporary Structure to Manage a Merger
- Prepare Employees for Dealing with "Merger Syndrome"
- Ease the Effects of Culture Clash
- Make Appropriate Merger Choices by Taking Cultural Differences into Consideration
Basic Negotiation Skills
- Prepare for a Negotiation
- Negotiate on Stakeholders' Interests in a Deal, Instead of on Positions
- Recognize Ploys and Manipulation Techniques Employed by the Other Side
- Negotiate the Terms of the Negotiating Procedure
- Achieve Win-Win Agreements
Start and End times: first day - 8:30am-5pm, all other days 9am-5pm unless otherwise specified. Your registration confirmation notice will confirm the hotel/conference center for the seminar for which you registered. The information included on this page is all the information available on this seminar. Please use form below to register only. To request information that is not included above please send an email to
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For information about bringing a course to your site please call 1-919-847-0331 or email the registry at
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** Online Registration & Fee Information ** Please use form below to register only. To request information that is not included above please send an email to
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AMA's main conference centers
Seminars scheduled for the cities below are held at the locations listed below. For location information for other cities in which AMA seminars are held please call or email for information.
New York
AMA executive Conference Center
1601 Broadway New York, NY 10019
American Management Association (Located in the same building as the Crowne Plaza Hotel) 1601 Broadway On Broadway and 48th Street near Times Square. Entrance is on 48th Street.
Chicago
AMA executive Conference Center (adjacent to the Marroitt O'Hare)
8655 west higgins rd
Chicago, IL 60631
San Francisco
AMA executive Conference Center is located in San Francisco Marriott Hotel
55 Fourth Street 2nd Level
San Francisco, CA 94103
Atlanta
AMA Executive Conference Center
Address: 1170 Peachtree Street Ne Cnr Peachtree & 14th (3rd Flr)
City, State, Zip: Atlanta, GA 30309
Washington, DC
Arlington, Virginia
2345 Crystal Drive, Suite 200
Arlington, VA 22202
If you are not paying via credit card, you will receive an invoice with payment instructions.
Cancellation Policy:
If you cannot attend a seminar you can contact AMA in advance to transfer to a future session, or you can send someone to take your place. If you need to cancel your attendance, AMA will give you a complete refund if you cancel more than three weeks before your seminar begins. To cancel, simply email us at
. If you cancel with less than three weeks’ advance notice, you will be liable for the entire seminar fee. Once your payment has been received, you may request a courtesy transfer to use at any future AMA seminar of equal or lesser length. The courtesy transfer must be used within one year of the date of your originally scheduled seminar. In fairness to all attendees, if you do not attend a seminar session for which you are confirmed and do not contact AMA to cancel in advance, you will be charged the entire seminar fee.
AMA grants courtesy transfers to people who cannot attend their scheduled sessions. You can use a courtesy transfer for any seminar of equal or lesser length than the original seminar. You must use your courtesy transfer within one year of the date of your originally scheduled seminar.
AMA guarantees the quality of our seminars. If, for any reason, you are not satisfied with a seminar for which you have paid, AMA will give you credit toward another seminar of comparable price or will refund your fee.
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