Takeovers, Restructuring, and Corporate Governance
An exploration of takeovers, mergers, divestitures, and corporate restructuring, including value creating strategies, empirical evidence, and corporate governance issues with examples drawn from international and Russian experience.

Konstantin Kontor
Konstantin Kontor is Director and professor of finance and strategy at AIBEc.
In 2000 – 2009 Mr. Kontor also served as visiting professor of financial strategy at the Stockholm School of Economics in Riga, where he taught courses in finance, strategy, and M&A for BA and EMBA students.

Purpose of this Course
This course examines the process by which takeovers and other corporate control transactions take place and the role of the market for corporate control in leading to economic restructuring and shifts in resource allocation by corporations.

Of particular interest will be the empirical evidence on capital market reactions to control transactions and to defensive measures by management against takeover bids, buy-out transactions, the relation of takeovers to capital structure changes, and insider trading in takeover contests.

Various corporate control battles in the Russian industry will be screened against the general theory and Western practice. Of special importance will be the discussion of the influence of corporate control issues on company valuation, especially in emerging capital markets.

Course Materials
  • J. Fred Weston et al. Takeovers, Restructuring, & Corporate Governance, 3rd ed., 2001.
  • Notes, handouts, articles, and cases from the course package.

Grading
Grading of this course will be based on assignments, examinations and class participation.

Because the course is heavily discussion based attendance is mandatory. Failure to attend 40% of classes leads to immediate failure in the course and loss of credit.

During the course the students will have to submit 2 case reports, make a group case presentation, and take the final take-home examination. Failure to complete any of the above assignments results in a failure in the course.

The course will be graded in accordance with the following schedule:

Class participation ___________ 10%
Case I _______________________ 20%
Case II ______________________ 40%
Final ________________________ 30%
Total _______________________ 100%

Course Topics
  1. The takeover process
  2. Strategy, diversification, and mergers
  3. Legal and regulatory environment
  4. Company valuation and its applications
  5. Theories of mergers and takeovers
  6. Sell-offs, divestitures and restructuring
  7. Creation (destruction) of value through M&As
  8. Financing of M&AS (I) — Junk bonds
  9. Financing of M&AS (II) — Joint ventures
  10. Leveraged buyouts (LBOS) and management buyouts (MBOS)
  11. International takeovers
  12. Corporate control mechanisms and takeover defenses
  13. Corporate governance in developed markets
  14. Corporate governance in russia
  15. Management guide for M&A activity

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