We have updated the text with new empirical data and literature. In some cases, we have summarized groups of articles into their main findings. In other cases, where individual articles develop their own distinct new findings, we discuss them individually. We have been striving to tighten the conceptual framework that provides perspective on groups of articles in individual subject areas.

We have streamlined the valuation material, orientating it more fully to M&A decisions and case studies, by introducing many more cases in the text and as end-of-chapter exercises. We plan to continue to do more along these lines in the Study Guide to Takeovers, Restructuring, and Corporate Governance and in future editions.

In this third edition, at least 50% of the material is new or rewritten. We have class-tested the manuscript with gratifying results. Students have requested permission to make copies for friends who are doing corporate internships before taking their M&A course. Students and practitioners have told us that reading the materials has improved the breadth and maturity of their understanding of the M&A field.

This book applies materials from business finance and financial economics, business economics, strategy, accounting, and law. It demonstrates the application of a wide range of concepts from diverse fields. A framework for performing M&A analysis is provided. Many applications are developed through case studies and examples. The book helps develop the intellectual maturity for sound judgements on M&A analysis and decisions.

M&As IN THE NEW ECONOMY
Takeovers, restructuring, and corporate governance activities continue to accelerate. New industries like the Internet and biotechnology have been exploding; old industries are being transformed. The "New Economy" has been characterized by interactions between the "new economy" firms and the "old economy" firms. The announcement of the merger between America Online and Time Warner in January 2000 quickly followed by Time Warner's proposal to acquire the music business of the EMI Group was appropriate symbolism for the new millennium. It combined new economy and old economy firms in an international setting. But other equally significant industry transformations have been taking place. Telecommunications and media firms are converging. Computers and the Internet industries are characterized by explosive growth in multiplying segments with some firms achieving competitive advantage while competitive thrusts continue to challenge.

Powerful change forces have been driving the increased M&A activity. For most is technological change, impacting every industry. Changes in transportation and communications have produced the internationalization of markets. The globalization of competition and its increased intensity has produced deregulation in airlines, financial services, telecommunications, and even the traditional electrical and other public utility industries. But the massive change forces have also impacted pharmaceuticals, chemicals, autos, tires, and petroleum industries, as well as those described above. Business firms will need to continue to adjust to the strong change forces. The ways of doing business will continue to change. The forms and intensity of competition will continue to grow. Relations with suppliers, workers, consumers, and other stakeholders will continue to evolve. These forces are not likely to diminish in the years ahead. The M&A subject, therefore, will continue to grow in importance.

There is a rich body of conceptual and empirical material that can provide a basis for answering such questions. This book attempts to bring that material together in a systematic way. At the same time it tries to lay bare the theory or principles and the logical analysis that give meaning to the empirical findings. These and related materials will provide the general reader with a basis for understanding and judgment about the continued flow of proposals to alter public policy toward M&As and corporate restructuring that are introduced into every session of Congress.

1. The Takeover Process
2. The Legal and Regulatory Framework
3. Accounting for M&As
4. Tax Planning Options
5. Strategic Process
6. Theories of Mergers and Tender Offers
7. The Timing of Merger Activity
8. Empirical Tests of M&A Performance
9. Alternative Approaches to Valuation
10. Increasing the Value of the Organization
11. Restructuring and Diversities
12. Restructuring Organization and Ownership Relationships
13. Financial Restructuring
14. Alliances and Joint Ventures
15. ESOPs and MLPs
16. Going Private and Leveraged Buyouts
17. International Takeovers and Restructuring
18. Share Repurchase
19. Takeover Defenses
20. Corporate Governance and Performance
21. Implementation and Management Guides for M&As

An important companion piece of this text is the Study Guide related to Takeovers, Restructuring, and Corporate Governance. Our Study Guide contains outlines that provide an overview of the subject matter in each chapter and illustrative problems and solutions that seek to help the student understand how to apply the main ideas contained in the book itself. The main goal of the Study Guide is to help students develop a conceptual framework for analyzing the subject matter of the M&A field.

We have also developed a soft-cover compilation of Cases on Takeovers, Restructuring, and Corporate Governance. This provides coverage of a wide range of cases, especially the most recent blockbusters.

A comprehensive Instructor's Manual contains six parts: suggestions for teaching the M&A course; solutions to end-of-chapter questions, problems, and cases; 10 true-false questions per chapter; illustrative examinations; and a sample chapter of our PowerPoint Presentation Graphics, which shows a chapter outline and includes transparency masters.

We also supply a disk in which we have formulated key analytical models contained in our book. These computer models enable the user of the book to study a wide range of alternative concepts, assumptions, or company characteristics.

Coming Soon!