Mechanics of Mergers & Acquisitions

Corporate governance in itself has no single definition but common principles which it should follow. For example in 1994 the most agreed term for corporate governance was “the process of supervision and control intended to ensure that the company’s management acts in accordance with the interest of shareholders” (Parkinson, 1994)1. Corporate governance code is not a direct set of rules but a self-regulated framework which businesses choose to follow. This code has continued to change in the past 20 years in accordance with what is happening in the business world. For example the Enron scandal caused reform in corporate governance with the Higgs Report which corrected the issues which were necessary. Although it does not quickly fix problems, it gives a better framework to

Businesses are facing a dichotomy between wanting to chalk out an all-time structure and strategy for their organization, and recognizing that their world is in a constant state of flux [3]. For most of the 20th century they were largely focused on the static elements of this dichotomy. However, in the last decade changes have become more frequent and more dramatic, so much so that a whole branch of management is now devoted to the subject of change itself.

Mergers and acquisitions have become a growing trend for companies to inorganically grow a business within its particular industry. There are many goals that companies may be looking to achieve by doing this, but the main reason is to guarantee long-term and profitable growth for their business. Companies have to keep up with a rapidly increasing global market and increased competition. With the struggle for competitive advantage becoming stronger and stronger, it is almost essential to achieve these mergers. Through research I will attempt to dissect the best practices for achieving merger success.

Pikula (1999) observes that in merging two or more entities, the management of the companies must adhere to the Sherman Anti-trust Act which was established in 1890. This act was specifically established to prevent mergers from creating monopolies and cartels with an aim to exploit the consumers through determining prevailing market prices. If the merger results in a monopoly, it won’t be approved by the government. Employee contractual agreements must be considered before, during and after mergers. For the merger to go on seamlessly there should be shareholder approval. Initial approval by shareholders for the companies to consolidate their operations helps prevent conflicts from shareholders after the merger. Lastly, regulatory approval should be considered. The management must register the newly formed company. In addition, managers from the merging parties must consider agreements and contracts that the parties are engaging in as these will be transferred to the new company upon the merger.

Change is necessary if organizations are to survive and thrive, and the sharp downturn in the economy is forcing leaders in all industries to take a fresh look at how they do business. Recently, most companies in the financial services industry faced with a need for dramatic change after mortgage crisis and the Wall Street meltdown. (Daft, 2011, p. 460)

Organizational change encompasses many challenges to both the individual, and the organization. An organization is a living system, as Flower (2002) states “living systems cannot survive without change, challenge, variety, and surprise” (Flower, 2002, p. 16). An organization requires the ability to adapt in to survive as Darwin states in The Origin of Man, “It is not the strongest of the species that survives, nor the most intelligent, but the one most responsive to change” (Read Me First, 2013, p. 1). It must adapt to the changing market, global economic pressures, stakeholder demands, and the diverse needs

Mergers. Acquisitions. Mega-mergers. Recent years in healthcare have witnessed some of the biggest companies acquiring one another at alarming rates. However, the Wall Street Journal released an article at the end of October that has everyone talking - one of the largest owners of drugstores in the United States is considering buying one of the largest health insurers in the United States. That is right, CVS Health might be purchasing Aetna for approximately $66 billion.

International Business – Finance Corporate Governance and Restructuring Course Code: EBC4052 Tutor: Dr. S. Kleimeier

The purpose of this book is to make us see that nearly all-operating prescriptions for creating large-scale corporate change are nothing but myths and that changes do not happen from one day to another by a miracle, the change from good to great is the result of a successful plan who

However, in some cases, consensus may not be reached. Then there are different tactics implemented by acquirer firm. Acquirer can make a tender offer. It means that acquirer goes directly to the shareholders of targeted company and buys their shares in return for some premium over the current market price. Before tender offer, there is asymmetric information between parties. Shareholders require a premium because they are informed. Perception to the targeted company in the market changes as fast as possible. We conclude that it is likely to see an overbidding in a hostile merger rather than a friendly merger. The reason is that the acquiring firm may inevitably pay higher premiums in order to gain at least 51% of target firm’s shares and shareholders can be convinced to sell their shares if the target’s management notified them about not to sell.

In today's business world, corporations have become more complex and more unpredictable, in fact it is considered almost "healthy" that a corporation experience change and transformation. Companies need to be susceptible and ready to acknowledge the challenges that change presents with and try to overcome these for the benefit of the company as a whole. Due to the ever-changing business and social environments caused strongly by globalizations, this has meant that companies must keep themselves up-to-date, whether it is through using the latest form of technology or through the latest management fad. There are many factors involved with change and the successful management of it which can often be a difficult time for

Bottom-up approach has been used to arrive at the sales data, as the hybrid and the Top-down approaches were not possible due to lack of information on economy and industry as a whole since there have been on going

Chapter 7: Merger and Acquisition Strategy ---- House of Tata: Acquiring a Global Footprint (written by Tarun Khanna, Krishna G. Palepu, and Richard J. Bullock)

There are numerous companies, which have huge expectation with the Mergers and Acquisitions for creating the value of the business through effective efficiency, large scale of economy, reduction of production and other costs, and synergies. Therefore, it is assumed that largely, this strategy influences the business. However, the impact of Mergers and Acquisitions announcement might affect organisations both positively and negatively.

The main objective of this report is to gain a better understanding of large scale organizational change. The different changes implemented by General Motors company in an attempt to cope with the economical crisis of 2008 is a perfect example of this concept.