Mergers and Acquisitions Deal-Makers: Building a Winning Team

242 Pages·2007·1.22 MB·English

by  Michael E. S. Frankel

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Mergers and Acquisitions
Deal-Makers
Building a Winning Team
SECOND EDITION
MICHAEL E. S. FRANKEL
John Wiley & Sons, Inc.
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Mergers and Acquisitions
Deal-Makers
SECOND EDITION
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Mergers and Acquisitions
Deal-Makers
Building a Winning Team
SECOND EDITION
MICHAEL E. S. FRANKEL
John Wiley & Sons, Inc.
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This book is printed on acid-free paper. (cid:1)∞
Copyright © 2007 by John Wiley & Sons, Inc. All rights reserved.
Published by John Wiley & Sons, Inc., Hoboken, New Jersey.
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Library of Congress Cataloging-in-Publication Data:
Frankel, Michael E. S.
Mergers and acquisitions deal-makers : building a winning team / Michael E.
Frankel.—2nd ed.
p. cm.
Rev. ed. of: Deal teams. c2004.
Includes index.
ISBN: 978-0-470-09815-8 (cloth)
1. Teams in the workplace. 2. Consolidation and merger of corporations.
3. Negotiation in business. 4. Deals. I. Frankel, Michael E. S. Deal teams. II. Title.
HD66.F735 2007
658.1'62—dc22
2006101051
Printed in the United States of America
10 9 8 7 6 5 4 3 2 1
Note: The first edition of this work was entitled: Deal Teams: The Roles and Motivations
of Management Team Members, Investment Bankers, Venture Capitalists, and Lawyers
in Negotiations, Mergers, Acquisitions, and Equity Investments
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Contents
PREFACE xi
CHAPTER 1
Buyers and Sellers and Their People 1
Sellers 2
Buyers 11
CHAPTER 2
Deal Player Ecosystem 31
Key Supporting Players 31
Supporting Players Interacting with the Principals 33
CHAPTER 3
Executive Management 37
What’s Their Role? 40
The People and What They Do 43
Economic Model and Their Incentives/Biases 49
Management of or Interaction with Executive Management 52
CHAPTER 4
In-House Corporate Development Staff 59
What’s Their Role? 60
The People and What They Do 76
Economic Model and Their Incentives/Biases 79
Management of or Interaction with Corporate Development Staff 80
CHAPTER 5
Line Management 85
What’s Their Role? 86
The People and What They Do 87
Economic Model and Their Incentives/Biases 92
Management of or Interaction with Line Management 95
v
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vi CONTENTS
CHAPTER 6
Board of Directors 99
What’s Their Role? 100
The People and What They Do 102
Economic Model and Their Incentives/Biases 104
Management of or Interaction with the Board of Directors 106
CHAPTER 7
Equity Holders 109
Founders 109
Public and Institutional Shareholders 117
CHAPTER 8
Private Investors 129
What’s Their Role? 131
The People and What They Do 136
Economic Model and Their Incentives/Biases 146
Management of or Interaction with Private Investors 149
CHAPTER 9
Lawyers 153
What’s Their Role? 156
The People and What They Do 165
Economic Model and Their Incentives/Biases 167
Management of or Interaction with Lawyers 168
Variations 169
CHAPTER 10
Investment Bankers 177
What’s Their Role? 177
The People and What They Do 186
Economic Model and Their Incentives/Biases 188
Management of or Interaction with Investment Bankers 191
Variations 193
CHAPTER 11
Other Advisors 199
Consultants/Auditors 199
Public Relations/Communications Firm 202
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Contents vii
Proxy/Shareholder Services Firm 203
Financial Printers 204
CHAPTER 12
Regulators and The Press 207
Regulators 207
The Press 212
Index 217
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