Objectives

The course examines the corporate restructuring process in detail. The course studies the various avenues available for corporate restructuring and examines the legal and regulatory rule for the corporate governance process. The issue of strategic fit in takeovers and the controversy over whether diversification pays will be studied. The relevant tax and accounting rules for takeovers will be considered. Valuation will be revisited with emphasis on the valuation of international takeovers and on the valuation of complex takeover strategies involving derivative securities. Negotiation issues in takeovers will be discussed. Finally, the bankruptcy process will be analyzed. The effect of the bankruptcy code on restructuring of distressed firms will be discussed. Various approaches to restructuring of distressed firms will be examined in detail.

Selected Topics

-Review of valuation
-International valuation
-Mergers and corporate strategy
-Diversification and the Fit vs. Focus controversy
-Organizational change and the success of mergers
-Mergers and takeovers
-Negotiating for mergers and takeovers
-Corporate spinoffs
-The bankruptcy process
-Reorganizing troubled companies
-Vulture investors and corporate reorganization

Includes articles by: Comment and Jarrell; Wruck; Denis; Bradley, Desai and Kim; Kaplan; and Gilson.

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