Objectives

The aim of the course is to equip you with practical skills and a multi-disciplinary understanding of Mergers, Acquisitions & Corporate Restructuring transactions. While financial models and valuation techniques are key tools in such operations, this is first and foremost an integrative and multi-faceted course (Strategy, Finance, Accounting, Law, Tax, HR, IT, etc.) offering you the opportunity to consider M&A transactions from an end-to-end perspective, respectively to develop a valuable skillset beyond classical financial modeling.

The semester will be structured so as to follow the chronological sequence of a full M&A cycle, thus allowing you to explore how value can be created/destroyed at each step along the way. You will also be stimulated to think about the inter-dependencies between those steps.

Lastly, class discussions, case studies and numerous guest speakers from the industry will play an important role in your learning experience. Your active participation will be strongly encouraged.

This course is relevant for students considering a career in investment banking, strategy consulting, transaction services, PE/VC, corporate finance and corporate development teams, among others.

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.

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

References

An excellent 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 robust understanding of standard valuation models (DCF and multiples), corporate finance, financial statements and accounting principles. These fundamentals are assumed to be understood and 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 = 40% N1 + 60% 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. Integrative written exam, as per Art. 8 MScF Regulation.