This course examines the process by which takeovers and other corporate control transactions take place, and the role of restructuring and shifts in resource allocation by corporations. Of particular interest will be the empirical evidence on economic and capital market reactions to control transactions and to defensive measures by management against takeover bids, buyout transactions, and the relation of takeovers to capital structure changes. A major focus will be the interaction of strategic planning, value planning, financial strategies, and investment decisions in the life cycle of growth of the firm.

Our experience has been that much of the learning comes from being exposed to a wide range of literature and cases on mergers and acquisitions, so its is useful to read the best articles on the subject. In addition, it is useful to do many cases. The combination of lectures, reading articles, and case discussions will develop knowledge and maturity of judgment with respect to M&A decisions.

1. J. Fred Weston, Kwang S. Chung, and Juan A. Siu, Takeovers, Restructuring, and Corporate Governance, Upper Saddle River, NJ: Prentice Hall, 1998. (WCS)
2. J. Fred Weston, Study Guide to Takeovers, Restructuring, and Corporate Governance, Upper Saddle River, NJ: Prentice Hall, 1998. (SG)
3. Alexandra Reed Lajoux and J. Fred Weston, The Art of M&A Financing and Refinancing: Sources and Instruments for Growth, New York: McGraw-Hill, 1999. (LW)
4. Bruce Wasserstein, Big Deal, New York: Warner Books, 1998.

1. Philippe C. Haspeslagh and David B. Jemison, Managing Acquisitions: Creating Value Through Corporate Renewal, New York: The Free Press, 1991.
2. Alexandra Reed Lajoux, The Art of M&A Integration: A Guide to Merging Resources, Processes, and Responsibilities, New York: McGraw-Hill, 1997.

1. General Information: There will be a heavy emphasis on mastery of the fundamental concepts of valuation and other areas of corporate finance related to M&As. Drill on mastery of basic concepts in assignments and quizzes. Important to learn the theory early to apply it in cases and problems.
2. Seating will be alphabetical. Teams of 3 will be based on varied backgrounds. We usually have handout materials at each class. Please designate someone to pick up handout materials if you must miss the class.
3. Homework or cases will be assigned to be turned in or presented as designated. Some will be individual assignments; some will be team assignments. Written responses to assignments should be computer output. Neatness and clarity of presentation are important. If late, will lose points.
4. Quizzes are possible after the first week and will be closed book. Substitute assignments will be made for up to two misses.
5. Cases and other class presentations; see separate sheets.
6. The Wall Street Journal is a required text for this course. Either clip or keep your full copies for this quarter at least. When we give an assignment to a merger covered in depth in the Wall Street Journal, we will assume that you have access to the articles. We will provide the date and page numbers. This will conserve paper and help protect our forests.
7. Grading:

Class Participation and Presentations 20 - 30%

Quizzes/Examination 30 - 40%

Cases and Other Assignments 30 - 50%

8. Office Hours

Weston: C4.24, Tuesdays from 12-1 P.M., by appointment,

(310) 825-2200 or Ext. 52200

e-mail: jweston@anderson.ucla.edu

9. Please supply a copy of your resume at the first class meeting.

Weeks

Chapter

Topic

1.1

1

Nature and Reasons for Mergers

1.1

1A

Planning Checklist

1.1

1B

Due Diligence

1.2

2

Legal and Regulatory Framework

2.1

3

Accounting

2.1

4

Tax Planning

2.2

5

Theories

2.2

5A

Measurement of Abnormal Returns

2.2

5B

Hostile Takeovers

2.2

5C

Multiple Bidders

2.2

6

Merger Movements

3.1

7

Are Mergers Successful (Empirical)

3.1

8

Strategy and Implementation

3.2

9

Valuation

3.2

9A

Valuation Models

3.2

9B

Calculating Growth Rates

4.1

10

Increasing Organization Value

4.2

10A

Structuring the Deal

4.2

10B

Negotiating the Deal

5.1

11

Restructuring and Divestitures

5.1

12

Restructuring Ownership

5.1

12A

Spin-offs

5.1

12B

Split-ups

5.2

12C

Carve-outs

5.2

12D

Tracking Stock

6.1

13

Financial Engineering

6.1

13A

Dual Class

6.1

13B

Exchange Offers

6.2

13C

Leveraged Recaps

6.2

13D

Reorganization

6.2

13E

Liquidation

7.1

14

Joint Ventures

7.2

15

ESOPs and MLPs

8.1

16

Leveraged Buyouts (LBOs)

8.2

17

Cross-Border Transactions

9.1

18

Share Repurchases

9.2

19

Corporate Governance

10.1

20

Takeover Defenses

10.2

21

Merging Corporate Cultures

10.2

22

Acquisition Integration

Examination:

Handed out at Session 8.2 - 
due on the following Monday by noon.

• Van Gorkom
• Revlon Inc. v. Pantry Pride
• Maxwell v. Macmillan
• Paramount v. Time
• Paramount v. QVC Network
• Sandoz-Gerber

Chapter 3 Pooling Versus Purchase Accounting

• AT&T's Acquisition of NCR
• Wells Fargo Acquisition of First Interstate Bancorporation

Chapter 5 Theories of Mergers and Tender Offers

• Boeing's Acquisition of McDonnell Douglas

Chapter 8 Strategy, Diversification, and Takeovers

• Merck Acquisition of Medco
• Acquisition of Lotus Development Corp. by IBM

Chapter 11 Restructuring and Divestitures

• Dillingham
• Entenmann's Bakery
• Hospital Affiliate International

Chapter 12 Restructuring Ownership Relationships

• Sears, Roebuck and Co. Restructuring
• GM Spin-Off of EDS

Chapter 13 Financial Restructuring

• Management Assistance, Inc.

Chapter 14 Joint Ventures

• GM-Toyota Joint Venture

Chapter 15 ESOPs and MLPs

• Pan Petroleum MLP

Chapter 16 Going Private and Leveraged Buyouts

• Sources of Value in LBOs
• RJR Nabisco LBO

Chapter 17 International Takeovers and Restructuring

• The Saga of Gerber Products
• Ciba-Geigy Merger With Sandoz

Chapter 18 Share Repurchase

• Florida Power and Light (FPL)

Chapter 19 Corporate Governance and Performance

• Chrysler Corporation versus Tracinda Corporation - A Struggle for Control

Chapter 20 Takeover Defenses

• Carter Hawley Hale versus Marshall Field & Co.
• Mattel-Hasbro

Chapter 21 Case Studies of M&A Activity

• Time-Warner
• Paramount versus QVC Network
• SBC and Pac Tel
• Bell Atlantic and Nynex
• Disney-Capital Cities/ABC
• Time Warner-Turner Broadcasting
• Westinghouse Acquisition of CBS
• Conoco
• Cities Service
• IC Industries
• ARA Services

• Merrill Lynch

Chapter 22 Management Guides for M&As and Strategies

• Dean Witter Discover's Merger With Morgan Stanley

1. Fischel, Daniel, Payback, New York: HarperBusiness, 1995.
2. Yago, Glenn, Junk Bonds: How High Yield Securities Restructured Corporate America, New York: Oxford University Press, 1991.
3. Rock, Milton L., Robert H. Rock, and Martin Sikora, eds., The Mergers and Acquisitions Handbook, 2nd Ed., New York: McGraw-Hill Book Company, 1994.
4. Chew, Donald H., Jr., The New Corporate Finance: Where Theory Meets Practice, New York: McGraw-Hill, Inc., 1993.
5. Chew, Donald H., ed., Studies in International Corporate Finance and Governance Systems, New York: Oxford University Press, 1997.
6. Donaldson, Gordon, Corporate Restructuring, Boston, MA: Harvard Business School Press, 1994.
7. Gray, S. J., and M. C. McDermott, Mega-Merger Mayhem, London: Paul Chapman Publishing Ltd., 1989.
8. Monks, Robert A. G., and Nell Minow, Corporate Governance, Cambridge, MA: Blackwell Publishers, 1995.
9. Stewart, G. Bennett, III, The Quest for Value, New York: HarperBusiness, 1991.

1. Altman, E. I., Corporate Financial Distress and Bankruptcy, 2nd Ed., New York: John Wiley & Sons, 1993.
2. 2. Auerbach, Alan, ed., Corporate Takeovers, Chicago, IL: University of Chicago Press, 1988.
3. Blair, Margaret M., ed., The Deal Decade, Washington, D. C., The Brookings Institution, 1993.
4. Bruner, R. F., The Poison Pill Anti-takeover Defense: The Price of Strategic Deterrence, Charlottesville, Virginia: The Research Foundation of The Institute of Chartered Financial Analysts, 1991.
5. Coffee, J. C., L. Lowenstein, and Susan Rose-Ackerman, eds., Knights, Raiders and Targets, New York: Oxford University Press, 1988.
6. Copeland, Thomas E., Modern Finance & Industrial Economics, New York: Basil Blackwell, 1987.
7. Copeland, T., T. Koller, and J. Murrin, Valuation: Measuring and Managing the Value of Companies, 2nd Ed., New York: John Wiley & Sons, 1994.
8. DiNapoli, Dominic, Sanford C. Sigoloff, and Robert F. Cushman, eds., Workouts and Turnarounds: The Handbook of Restructuring and Investing in Distressed Companies, GE Capital, Corporate Finance Group, Homewood, IL: Business One Irwin, 1991.
9. Ehrhardt, Michael C., The Search for Value, Boston, MA: Harvard Business School Press, 1994.
10. Gilson, R. J., and B. S. Black, The Law and Finance of Corporate Acquisitions, Westbury, NY: The Foundation Press, Inc., 1986 plus update supplements.
11. Jensen, M. C., and R. S. Ruback, eds., Symposium on The Structure and Governance of Enterprise, Journal of Financial Economics, September/October 1990, Vol. 27, No. 1/2.
12. Jensen, M. C., and J. B. Warner, eds., Symposium on The Distribution of Power Among Corporate Managers, Shareholders, and Directors, Journal of Financial Economics, January/March 1988, Vol. 20, No. 1/2.
13. O'Donoghue, J., and D. Grunewald, eds., How to Resist Hostile Takeovers, New York: International University Press, 1991.
14. Porter, Michael E., ed., Competition in Global Industries, Boston, MA: Harvard Business School Press, 1986.
15. Rappaport, Alfred, Creating Shareholder Value, New York: The Free Press, Macmillan Inc., 1986.
16. Ravenscraft, D., and F. Scherer, Mergers, Sell-Offs, and Economic Efficiency, Brookings Institution, 1987.
17. Sametz, Arnold W., ed., The Battle for Corporate Control, Homewood, IL: Business One Irwin, 1991.
18. Smith, Clifford, Charles Smithson, and Wilford Sykes, Managing Financial Risk, Harper & Row/Ballinger Division, 1990.
19. Yip, George S., Total Global Strategy, Englewood Cliffs, NJ: Prentice Hall, 1992.
20. Zukin, J. H., and J. G. Mavredakis, eds., Financial Valuation: Businesses and Business Interests, New York: Maxwell Macmillan, 1990.

The items with an asterisk (*) may be discussed in connection with the class session at which the chapter material is scheduled.

Chapter 1 The Takeover Process

• Donaldson, Gordon, "Voluntary Restructuring: The Case of General Mills," Journal of Financial Economics, 27, 1990, pp. 117-141.
• *Holderness, Clifford G., and Dennis P. Sheehan, "Raiders or Saviors?: The Evidence on Six Controversial Investors," Journal of Financial Economics, 14, 1985, pp. 555-579.
• Welling, Kathryn M., "Arb-Firm - and Its Mutual Fund," Barron's, February 5, 1996, pp. 24-28.

Chapter 2 The Legal and Regulatory Framework

• Baker, George P., "Beatrice: A Study in the Creation and Destruction of Value," Journal of Finance, 47, July 1992, pp. 1081-1119.
• DeAngelo, Harry, and Linda DeAngelo, "Ancient Redwoods, Junk Bonds, and the Politics of Finance: A Study of the Hostile Takeover of the Pacific Lumber Company," ms., University of Southern California, April 1996.
• Ellert, J. C., "Mergers, Antitrust Law Enforcement and Stockholder Returns," Journal of Finance, 31, 1976, pp. 715-732.
• Weston, J. Fred, The Role of Mergers in the Growth of Large Firms, Berkeley: University of California Press, 1953.
• _____, "Trends in Anti-Trust Policy," Chase Financial Quarterly, 1, Spring 1982, pp. 66-87.

Chapter 3 Pooling Versus Purchase Accounting

• Davis, Michael L., "The Purchase vs. Pooling Controversy: How the Stock Market Responds to Goodwill," Journal of Applied Corporate Finance, 9, Spring 1996, pp. 50-59.
• Hong, Hai, Robert S. Kaplan, and Gershon Mandelker, "Pooling vs. Purchase: The Effects of Accounting for Mergers on Stock Prices," The Accounting Review, 53, January 1978, pp. 31-47.
• *Lys, Thomas, and Linda Vincent, "An Analysis of Value Destruction in AT&T's Acquisition of NCR," Journal of Financial Economics, 39, 1995, pp. 353-378.
• McDonald, Elizabeth, "Merger-Accounting Method Under Fire," The Wall Street Journal, April 15, 1997, pp. A2, A9.

Chapter 4 Tax Planning Options

• Ginsburg, M. D., "Taxing Corporate Acquisitions," Tax Law Review, 38, 1983, pp. 177-319.
• Hayn, C., " Tax Attributes as Determinants of Shareholder Gains in Corporate Acquisitions," Journal of Financial Economics, 23, 1989, pp. 121-153.
• Jensen, M., S. Kaplan, and L. Stiglin, "The Effects of LBO's on Tax Revenues," Tax Notes, February 6, 1989, pp. 727-733.
• Kaplan, S., "Management Buyouts: Evidence on Taxes as a Source of Value," Journal of Finance, 44, July 1989, pp. 611-632.

Chapter 5 Theories of Mergers and Tender Offers

• *Berkovitch, Elazar, and M. P. Narayanan, "Motives for Takeovers: An Empirical Investigation," Journal of Financial and Quantitative Analysis, 28, September 1993, pp. 347-362.
• Jensen, Michael C., "Takeovers: Folklore and Science," Harvard Business Review, 62, November-December 1984, pp. 109-120.
• _____, "Agency Costs of Free Cash Flow, Corporate Finance and Takeovers," American Economic Review, 76, May 1986, pp. 323-329.
• _____, "The Modern Industrial Revolution, Exit, and the Failure of Internal Control Systems," Journal of Finance, 48, July 1993, pp. 831-880.
• Pontiff, Jeffrey, Andrei Schleifer, and Michael S. Weisbach, "Reversions of Excess Pension Assets after Takeovers," RAND Journal of Economics, 21, Winter 1990, pp. 600-613.
• Roll, Richard, "The Hubris Hypothesis of Corporate Takeover," Journal of Business, 59, April 1986, pp. 197-216.
• Schleifer, A., and L. W. Summers, "Breach of Trust in Hostile Takeovers," Chapter 2 in A. J. Auerbach, ed., Corporate Takeovers: Causes and Consequences, Chicago: University of Chicago Press, 1988.
• Schleifer, Andrei, and Robert W. Vishny, "Large Shareholders and Corporate Control," Journal of Political Economy, 94, June 1986, pp. 461-488.

Chapter 6 The Timing of Merger Activity

• Schleifer, Andrei, and Robert W. Vishny, "The Takeover Wave of the 1980s," Science, 249, August 1990, pp. 745-749.
• Weston, J. F., The Role of Mergers in the Growth of Large Firms, Berkeley and Los Angeles: University of California Press, 1953, Chapter 5.
• _____, "Domestic Concentration and International Markets," Chapter 7 in J. Fred Weston and Michael E. Granfield, eds., Corporate Enterprise in a New Environment, New York: KCG Productions, Inc., 1982, pp. 173-188.
• _____, and Surenda K. Mansinghka, "Tests of the Efficiency Performance of Conglomerate Firms," Journal of Finance, 26, September 1971, pp. 919-936.

Chapter 7 Empirical Tests of M&A Performance

• Agrawal, Anup, Jeffrey F. Jaffe, and Gershon N. Mandelker, "The Post-Merger Performance of Acquiring Firms: A Re-examination of an Anomaly," Journal of Finance, 47, September 1992, pp. 1605-1621.
• Bradley, M., A. Desai, and E. H. Kim, "Synergistic Gains from Corporate Acquisitions and Their Division Between the Stockholders of Target and Acquiring Firms," Journal of Financial Economics, 21, 1988, pp. 3-40.
• Comment, Robert, and Gregg A. Jarrell, "Two-Tier and Negotiated Tender Offers," Journal of Financial Economics, 19, 1987, pp. 283-310.
• Franks, Julian R., Robert S. Harris, and Sheridan Titman, "The Postmerger Share-Price Performance of Acquiring Firms," Journal of Financial Economics, 29, 1991, pp. 81-96.
• *Healy, Paul M., Khrishna G. Palepu, and Richard S. Ruback, "Does Corporate Performance Improve After Mergers?" Journal of Financial Economics, 31, 1992, pp. 135-175.
• Houston, Joel F., and Michael D. Ryngaert, " The Overall Gains from Large Bank Mergers," Journal of Banking & Finance, 18, December 1994, pp. 1155-1176.
• Huang, Yen-Sheng, and Ralph A. Walkling, "Target Abnormal Returns Associated with Acquisition Announcements," Journal of Financial Economics, 19, 1987, pp. 329-349.
• Loughran, Tim and Anand M. Vijh, "Do Long-Term Shareholders Benefit From Corporate Acquisitions?" Journal of Finance, 52, December 1997, pp. 1765-1790.
• *Mitchell, Mark L., and Kenneth Lehn, "Do Bad Bidders Become Good Targets?" Journal of Political Economy, 98, 1990, pp. 372-398.
• *Mitchell, Mark L., and J. Harold Mulherin, "The Impact of Industry Shocks on Takeover and Restructuring Activity," Journal of Financial Economics, 41, June 1996, pp. 193-229.
• *Schwert, G. William, "Markup Pricing in Mergers and Acquisitions," Journal of Financial Economics, 41, 1996, pp. 153-192.
• *Weston, J. Fred, and Yehning Chen, "A Tale of Two Eras," Business Economics, 24, January 1994, pp. 27-33.

Chapter 8 Strategy, Diversification, and Takeovers

• Berger, Philip G., and Eli Ofek, "Diversification's Effect on Firm Value," Journal of Financial Economics, 37, January 1995, pp. 39-65.
• Comment, Robert, and Gregg A. Jarrell, " Corporate Focus and Stock Returns," Journal of Financial Economics, 37, January 1995, pp. 67-87.
• Grove, Andrew S., Only the Paranoid Survive: How to Exploit the Crisis Points That Challenge Every Company and Career, New York: Currency Doubleday, 1996.
• Porter, Michael E., "From Competitive Advantage to Corporate Strategy," Harvard Business Review, 65, May-June 1987, pp. 43-59.
• Weston, J. Fred, "Strategy and Business Economics," Business Economics, 24, April 1989, pp. 5-12.

Chapter 9 Alternative Approaches to Valuation

• Kaplan, Steven N., and Richard S. Ruback, "The Valuation of Cash Flow Forecasts: An Empirical Analysis," Journal of Finance, 50, September 1995, pp. 1059-1093.
• Miller, Merton H., and Franco Modigliani, "Dividend Policy, Growth, and the Valuation of Shares," Journal of Business, 34, October 1961, pp. 411-433.
• Rappaport, Alfred, Creating Shareholder Value, New York: The Free Press, 1986.

Chapter 10 Increasing the Value of the Organization

• Copeland, Tom, Tim Koller, and Jack Murrin, Valuation: Measuring and Managing the Value of Companies, 2nd ed., New York: John Wiley & Sons, 1994.
• Cornell, Bradford, Corporate Valuation, Homewood, IL: Business One Irwin, 1993.
• *Siu, Juan A., and J. Fred Weston, "Restructuring in the U.S. Oil Industry," Journal of Energy Finance & Development, 1, 1996, pp. 113-131.
• Stern, Joel M., "Earnings Per Share Don't Count," Financial Analysts Journal, 30, July-August 1974, pp. 39-40, 42-43, 67-75.
• Stewart, G. Bennett, The Quest for Value, New York: Harper Business, 1991.
• Weston, J. Fred, and Susan Chiu, "Growth Strategies in the Food Industry," Business Economics, 31, January 1996, pp. 21-27.

Chapter 11 Restructuring and Divestitures

• John, Kose, and Eli Ofek, "Asset Sales and Increase in Focus," Journal of Financial Economics, 37(1), January 1995, pp. 105-126.
• *Kaplan, Steven N., and Michael S. Weisbach, "The Success of Acquisitions: Evidence from Divestitures," Journal of Finance, 47(1), March 1992, pp. 107-138.
• Lang, Larry, Annette Poulsen, and René Stulz, "Asset Sales, Firm Performance, and the Agency Costs of Managerial Discretion," Journal of Financial Economics, 37(1), January 1995, pp. 3-37.
• Matsusaka, John G., "Did Tough Antitrust Enforcement Cause the Diversification of American Corporations?" Journal of Financial and Quantitative Analysis, 31(2), June 1996, pp. 283-294.

Chapter 12 Restructuring Ownership Relationships

• Copeland, Thomas E., E. F. Lemgruber, and D. Mayers, "Corporate Spinoffs: Multiple Announcement and Ex-Date Abnormal Performance," Chapter 7 in T. E. Copeland, ed., Modern Finance and Industrial Economics, New York: Basil Blackwell, 1987.
• Cusatis, Patrick J., James A. Miles, and J. Randall Woolridge, "Restructuring Through Spinoffs," Journal of Financial Economics, 33, 1993, pp. 293-311.
• Hertzel, Michael, "The Effects of Stock Repurchases on Rival Firms," Journal of Finance, 46, 1991, pp. 707-716.
• Logue, Dennis E., James K. Seward, and James P. Walsh, "Rearranging Residual Claims: A Case for Targeted Stock," Financial Management, 25(1), Spring 1996, pp. 43-61.
• *Michaely, Roni, and Wayne H. Shaw, "The Choice of Going Public: Spin-offs vs. Carve-outs," Financial Management, 24(3), Autumn 1995, pp. 5-21.
• Schipper, Katherine, and Abbie Smith, "A Comparison of Equity Carve-Outs and Equity Offerings: Share Price Effects and Corporate Restructuring," Journal of Financial Economics, 15, 1986, pp. 153-186.
• *Slovin, Myron B., Marie E. Sushka, and Steven R. Ferraro, "A Comparison of the Information Conveyed by Equity Carve-Outs, Spin-Offs, and Asset Sell-Offs," Journal of Financial Economics, 37(1), January 1995, pp. 89-104.

Chapter 13 Financial Restructuring

• Altman, E. I., Corporate Financial Distress and Bankruptcy, 2nd ed., New York: John Wiley & Sons, 1993.
• *Chen, Yehning, J. Fred Weston, and Edward I. Altman, "Financial Distress and Restructuring Models," Financial Management, 24, Summer 1995, pp. 57-75.
• Clark, Kent, and Eli Ofek, "Mergers as a Means of Restructuring Distressed Firms: An Empirical Investigation," Journal of Financial and Quantitative Analysis, 29, December 1994, pp. 541-565.
• Copeland,, Thomas E., and Won Heum Lee, " Exchange Offers and Stock Swaps - New Evidence," Financial Management, 20, Autumn 1991, pp. 34-48.
• DeAngelo, Harry, and Linda DeAngelo, "Managerial Ownership of Voting Rights: A Study of Public Corporations with Dual Classes of Common Stock," Journal of Financial Economics, 14, 1985, pp. 33-69.
• *Denis, David J., and Diane K. Denis, "Causes of Financial Distress Following Leveraged Recapitalizations," Journal of Financial Economics, 37, February 1995, pp. 129-157.
• Healy, Paul M., and Krishna G. Palepu, "The Challenges of Investor Communication: The Case of CUC International, Inc.," Journal of Financial Economics, 38, 1995, pp. 111-140.
• Wruck, Karen Hopper, "Financial Distress, Reorganization, and Organizational Efficiency," Journal of Financial Economics, 27, October 1990, pp. 419-444.
• _____, "Financial Policy, Internal Control, and Performance: Sealed Air Corporation's Leveraged Special Dividend," Journal of Financial Economics, 36, 1994, pp. 157-192.

Chapter 14 Joint Ventures

• McConnell, John J., and Timothy J. Nantell, "Corporate Combinations and Common Stock Returns: The Case of Joint Ventures," Journal of Finance, 40, June 1985, pp. 519-536.
• Nanda, Ashish, and Peter J. Williamson, "Use Joint Ventures to Ease the Pain of Restructuring," Harvard Business Review, 73, November-December 1995, pp. 119-128.
• *Weston, J. Fred, "The GM-Toyota Vows: A Reply to the Critics," Across the Board, The Conference Board Magazine, 21, March 1984, pp. 3-6.

Chapter 15 ESOPs and MLPs

• Beatty, Anne, "An Empirical Analysis of the Corporate Control, Tax and Incentive Motivations for Adopting Leveraged Employee Stock Ownership Plans," Managerial and Decision Economics, 15, 1994, pp. 299-315.
• *_____, "The Cash Flow and Informational Effects of Employee Stock Ownership Plans," Journal of Financial Economics, 38, June 1995, pp. 211-240.
• Bernstein, Aaron, "Why ESOP Deals Have Slowed to a Crawl," Business Week, March 18, 1996, pp. 101-102.
• Chaplinsky, Susan, and Greg Niehaus, "The Role of ESOPs in Takeover Contests," Journal of Finance, 49, September 1994, pp. 1451-1470.
• Conte, Michael A., Joseph Blasi, Douglas Kruse, and Rama Jampani, "Financial Returns of Public ESOP Companies: Investor Effects vs. Manager Effects," Financial Analysts Journal, 52, July/August 1996, pp. 51-61.
• Scholes, Myron S., and Mark A. Wolfson, Taxes and Business Strategy: A Planning Approach, Englewood Cliffs, NJ: Prentice Hall, 1992.

Chapter 16 Going Private and Leveraged Buyouts

• Altman, Edward I., "Measuring Corporate Bond Mortality and Performance," Journal of Finance, 44, September 1989, pp. 909-922.
• Holthausen, Robert W., and David F. Larcker, "The Financial Performance of Reverse Leveraged Buyouts," Journal of Financial Economics, 42, 1996, pp. 293-332.
• *Kaplan, Steven, "The Effects of Management Buyouts on Operating Performance and Value," Journal of Financial Economics, 24, 1989, pp. 217-254.
• *_____, "The Staying Power of Leveraged Buyouts," Journal of Financial Economics, 29, 1991, pp. 287-313.
• *_____, and Jeremy C. Stein, "The Evolution of Buyout Pricing and Financial Structure (Or, What Went Wrong) in the 1980s," Journal of Applied Corporate Finance, 6, 1993, pp. 72-88.
• *Muscarella, C. J., and M. R. Vetsuypens, "Efficiency and Organizational Structure: A Study of Reverse LBO's," Journal of Finance, 45, December 1990, pp. 1389-1413.
• Roden, Dianne M., and Wilbur G. Lewellen, "Corporate Capital Structure Decisions: Evidence from Leveraged Buyouts," Financial Management, 24, Summer 1995, pp. 76-87.
• Warga, Arthur, and Ivo Welch, " Bondholder Losses in Leveraged Buyouts," Review of Financial Studies, 6, 1993, pp. 959-982.

Chapter 17 International Takeovers and Restructuring

• Doukas, John, and Nickolaos G. Travlos, "The Effect of Corporate Multinationalism on Shareholders' Wealth: Evidence from International Acquisitions," Journal of Finance, 43, December 1988, pp. 1161-1175.
• Shaughnessy, Haydn, "International Joint Ventures: Managing Successful Collaborations," Long Range Planning, 28(3), June 1995, pp. 10-17.

Chapter 18 Share Repurchase

• *Bagwell, Laurie Simon, "Dutch Auction Repurchases: An Analysis of Shareholder Heterogeneity," Journal of Finance, 47, March 1992, pp. 71-105.
• *Comment, Robert, and Gregg A. Jarrell, "The Relative Signalling Power of Dutch-Auction and Fixed-Price Self-Tender Offers and Open-Market Share Repurchases," Journal of Finance, 46, September 1991, pp. 1243-1271.
• *Ikenberry, David, Josef Lakonishok, and Theo Vermaelen, "Market Underreaction to Open Market Share Repurchases," Journal of Financial Economics, 39, October-November 1995, pp. 181-208.

Chapter 19 Corporate Governance and Performance

• Denis, David J., and Diane K. Denis, "Performance Changes Following Top Management Dismissals," Journal of Finance, 50, September 1995, pp. 1029-1057.
• Jensen, Michael C., and Kevin J. Murphy, "Performance Pay and Top-Management Incentives," Journal of Political Economy, 98, April 1990, pp. 225-264.
• *Kaplan, Steven N., "Top Executive Rewards and Firm Performance: A Comparison of Japan and the United States," Journal of Political Economy, 102, June 1994, pp. 510-546.
• Morck, R., A. Shleifer, and R. W. Vishny, "Management Ownership and Market Valuation: An Empirical Analysis," Journal of Financial Economics, 20, 1988, pp. 293-315.
• Stulz, R. M., "Managerial Control of Voting Rights: Financing Policies and the Market for Corporate Control," Journal of Financial Economics, 20, 1988, pp. 25-54.

Chapter 20 Takeover Defenses

• *Comment, Robert, and G. William Schwert, "Poison or Placebo? Evidence on the Deterrence and Wealth Effects of Modern Antitakeover Measures," Journal of Financial Economics, 39, 1995, pp. 3-43.
• Karpoff, Jonathan M., Paul H. Malatesta, and Ralph A. Walkling, "Corporate Governance and Shareholder Initiatives: Empirical Evidence," Journal of Financial Economics, 42, 1996, pp. 365-395.
• *Mogavero, Damian J., and Michael F. Toyne, "The Impact of Golden Parachutes on Fortune 500 Stock Returns: A Reexamination of the Evidence," Quarterly Journal of Business and Economics, 34, 1995, pp. 30-38.
• Ryngaert, Michael, "The Effect of Poison Pill Securities on Shareholder Wealth," Journal of Financial Economics, 20, 1988, pp. 377-417.