Objectives

The aim of the course is to provide a multi-disciplinary understanding of the drivers of value creation and destruction in mergers, acquisitions, and corporate restructurings and to develop practical skills in the evaluation, design and execution of these transactions. We will successively cover the main steps of M&A transactions and the most common forms of restructuring. This is a practical and multi-disciplinary course (finance, accounting, legal, tax, HR, IT, etc.) where class discussions, case studies and guest speakers from the industry will play an important role. This course is relevant for students considering a career in investment banking, strategy consulting, transaction services, PE/VC, and corporate development teams.

Contents

(1) Role of M&A in Corporate Strategy

(2) The M&A market: dynamics and key stakeholders

(3) Deal pipeline and target selection tools

(4) Investment cases, synergies, value creation / destruction

(5) Modeling & Valuation tools

(6) Structuring & Financing

(7) Due Diligence topics

(8) Earnout & incentive mechanisms

(9) Negotiations and legal documents

(10) Integration

(11) Lookback analyses

(12) Restructuring topics

(13) M&A Tax

(14) M&A alternatives: Partnerships, alliances.

(15) Start-ups and VC: valuation, common structures, dealing with uncertainty.

We will regularly have guest speakers, and their presentations will be part of the exam subjects.

References

The reference textbook is Donald DePamphilis, Mergers, Acquisitions and Other Restructuring Activities, AP / Elsevier, 8th-11th Ed.

This book is only a reference and is not part of the exam. Other non-mandatory references will be provided throughout the course.

Pre-requisites

It is required that students have a good understanding of standard valuation models (DCF and multiples), corporate finance, financial statements and accounting principles. These fundamentals will not be covered again in class.

Evaluation

First attempt

Exam:

Written 2h00 hours

Documentation:

Not allowed

Calculator:

Allowed with restrictions

Evaluation:

The final grade for the course is defined as follows: fg = 30% N1 + 70% N2, where N1 is the average grade of case study reports and N2 is the grade of the final written exam.

Retake

Exam:

Written 2h00 hours

Documentation:

Not allowed

Calculator:

Allowed with restrictions

Evaluation:

In case of a re-take, the final grade will be : fg = 100% N3, where N3 is the grade of the re-take exam.