CORPFIN 3506 - Takeovers, Corporate Restructuring and Governance

North Terrace Campus - Semester 1 - 2023

This course provides students with a basis for understanding mergers and acquisitions and corporate restructuring in the framework of strategic planning issues facing managers in all companies, small and large. Topics covered include the strategic rationale for business combinations, both theory and practice; transaction structuring and financing; takeover tactics and defence; valuation and pricing of targets; and other forms of corporate restructuring, including private equity, LBOs and divestitures.

  • General Course Information
    Course Details
    Course Code CORPFIN 3506
    Course Takeovers, Corporate Restructuring and Governance
    Coordinating Unit Finance and Banking
    Term Semester 1
    Level Undergraduate
    Location/s North Terrace Campus
    Units 3
    Contact Up to 3 hours per week
    Available for Study Abroad and Exchange Y
    Prerequisites CORPFIN 2502, CORPFIN 2502UACM
    Incompatible CORPFIN 3503
    Assessment Exam/assignments/tests/tutorial work as prescribed at first lecture
    Course Staff

    Course Coordinator: Dr Lan Phuong Nguyen

    Teaching Staff

    Lan Phuong Nguyen
    Phone: 0883132076
    Email: lanphuong.nguyen@adelaide.edu.au
    Campus: North Terrace
    Building: Nexus 10 Tower, Room: 12.36
    Course Timetable

    The full timetable of all activities for this course can be accessed from Course Planner.

  • Learning Outcomes
    Course Learning Outcomes
    On successful completion of this course, students will be able to:

    1. Explain the takeover process, including planning, valuation, deal structuring, and takeover tactics; and how they should be employed.
    2. Apply valuation models, including DCF and comparable company analysis, to value, structure, and negotiate a deal.
    3. Describe and evaluate alternative corporate restructuring strategies.
    University Graduate Attributes

    This course will provide students with an opportunity to develop the Graduate Attribute(s) specified below:

    University Graduate Attribute Course Learning Outcome(s)

    Attribute 1: Deep discipline knowledge and intellectual breadth

    Graduates have comprehensive knowledge and understanding of their subject area, the ability to engage with different traditions of thought, and the ability to apply their knowledge in practice including in multi-disciplinary or multi-professional contexts.

    1, 3

    Attribute 2: Creative and critical thinking, and problem solving

    Graduates are effective problems-solvers, able to apply critical, creative and evidence-based thinking to conceive innovative responses to future challenges.

    2, 3

    Attribute 3: Teamwork and communication skills

    Graduates convey ideas and information effectively to a range of audiences for a variety of purposes and contribute in a positive and collaborative manner to achieving common goals.

    3

    Attribute 4: Professionalism and leadership readiness

    Graduates engage in professional behaviour and have the potential to be entrepreneurial and take leadership roles in their chosen occupations or careers and communities.

    2

    Attribute 7: Digital capabilities

    Graduates are well prepared for living, learning and working in a digital society.

    2

    Attribute 8: Self-awareness and emotional intelligence

    Graduates are self-aware and reflective; they are flexible and resilient and have the capacity to accept and give constructive feedback; they act with integrity and take responsibility for their actions.

    2
  • Learning Resources
    Required Resources
    The required textbook is:
    D. M. DePamphilis, 2021. Mergers, Acquisitions, and Other Restructuring Activities, 11th Edition, Elsevier (a free electronic copy is available from the library).
    Recommended Resources
    Additional materials will be drawn from:

    • J.F. Weston, M. Mitchell and H. Mulherin, 2004. Takeovers, Restructuring and Corporate Governance, 4th edition, Pearson/Prentice Hall, 2004
    • Koller, M. Goedhart and D. Wessels, Valuation: Measuring and Managing the Value of Companies, 6th (or university) edition, McKinsey & Co, John Wiley & Sons, 2015
    • Newspaper articles, case studies and journal articles will be provided on MyUni and via the University Library, Course Readings.
  • Learning & Teaching Activities
    Learning & Teaching Modes
    This course aims to equip students with a comprehensive framework to understand and analyse takeover, corporate restructuring, and corporate governance processes. Students will be able to employ different methods to evaluate, structure, and negotiate typical transactions commonly found in a real-world context. This will be done through lectures, tutorials, a class test, a group assignment, and a final examination.
    Workload

    The information below is provided as a guide to assist students in engaging appropriately with the course requirements.

    The information below is provided as a guide to assist students in engaging appropriately with the course requirements.
    The University expects full-time students (i.e. those taking 12 units per semester) to devote a total of 48 hours per week to their studies. This means that you are expected to commit approximately 9 hours for a three-unit course of private study outside of your regular classes. Students in this course are expected to attend all lectures throughout the semester plus one tutorial class each week.
    Learning Activities Summary

    Lecture

    Topic

    Book Chapters

    1

    The mergers and acquisitions overview

    1,2

    2

    The Mergers and Acquisitions Process I

    4, 5

    3

    The Mergers and Acquisitions Process II; Corporate Governance

    3, 6

    4

    Merger and Acquisition: Cash Flow Valuation

    7

    5

    Financial Modelling Basics

    9

    6

    Merger and Acquisition: Relative and Asset-Oriented Valuation

    8

    7

    Structuring the Deal: Method of Payment and Legal Considerations

    11, 13

    8

    Applying Financial Modelling to Value, Structure, and Negotiate Stock and Asset Purchases

    15

    9

    Financing the Deal: Private Equity, Hedge Funds, and Leveraged Buyouts

    13, 14

    10

    Business Alliances: Joint Ventures, Partnerships, Strategic Alliances, and Licensing

    16

    11

    Alternative Exit and Restructuring Strategies: Divestitures, Spin-offs, Carve-outs, Split-Ups, Split-Offs, and Bankruptcy Reorganization

    17, 18

  • Assessment

    The University's policy on Assessment for Coursework Programs is based on the following four principles:

    1. Assessment must encourage and reinforce learning.
    2. Assessment must enable robust and fair judgements about student performance.
    3. Assessment practices must be fair and equitable to students and give them the opportunity to demonstrate what they have learned.
    4. Assessment must maintain academic standards.

    Assessment Summary

    Task Number Assignment Type Due Date Weighting % Related Course Learning Outcomes
    1 Online Class Test Individual, Open book Week 4 10% 1
    2 Group Assignment Group, Open book Week 8 30%
    3 End-of-semester examination Individual, Closed book Exam Period 60% 2, 3

    NOTES ON ASSESSMENT

    1. In order to pass this course students must achieve an overall minimum grade of 50%.

    2. Legible hand-writing and the quality of English expression are considered to be integral parts of the assessment process. Marks may be deducted if markers are unable to read / understand answers because of poor hand-writing.

    3. Students in this course are NOT permitted to take a DICTIONARY (English or English-Foreign) into the examination.

    4. The use of a non-programmable calculator incapable of storing text in the examination is permitted in this course
    Assessment Detail
    Class Test

    Class Test (10%) will be an open book test covering topics 1, 2 and 3.

    Group Assignment

    Group Assignment (30%) will require students to obtain data and prepare a report based on assigned sample period.

    Final Exam

    The final exam (60%) will be a closed book exam covering topics 4 to 11.
    Submission
    Online Class Test
    • 30 minute open book test available on Assignment page of MyUni.
    • Each student has only one attempt and can view only one question at a time. Once students have submitted the answer for a question, they would not be able to view or change that answer anymore.

    Group Assignment

    • Group project is to be prepared in group of 5-6 members. Each group will be assigned a designated sample period. Students will obtain data from SDC Platinum – Refinitiv Workspace and prepare report based on the assigned sample.
    • The group leader will submit the assignment portfolio on MyUni.

    End-of-Semester Examination

    • 2-hour closed book examination
    Course Grading

    Grades for your performance in this course will be awarded in accordance with the following scheme:

    M10 (Coursework Mark Scheme)
    Grade Mark Description
    FNS   Fail No Submission
    F 1-49 Fail
    P 50-64 Pass
    C 65-74 Credit
    D 75-84 Distinction
    HD 85-100 High Distinction
    CN   Continuing
    NFE   No Formal Examination
    RP   Result Pending

    Further details of the grades/results can be obtained from Examinations.

    Grade Descriptors are available which provide a general guide to the standard of work that is expected at each grade level. More information at Assessment for Coursework Programs.

    Final results for this course will be made available through Access Adelaide.

  • Student Feedback

    The University places a high priority on approaches to learning and teaching that enhance the student experience. Feedback is sought from students in a variety of ways including on-going engagement with staff, the use of online discussion boards and the use of Student Experience of Learning and Teaching (SELT) surveys as well as GOS surveys and Program reviews.

    SELTs are an important source of information to inform individual teaching practice, decisions about teaching duties, and course and program curriculum design. They enable the University to assess how effectively its learning environments and teaching practices facilitate student engagement and learning outcomes. Under the current SELT Policy (http://www.adelaide.edu.au/policies/101/) course SELTs are mandated and must be conducted at the conclusion of each term/semester/trimester for every course offering. Feedback on issues raised through course SELT surveys is made available to enrolled students through various resources (e.g. MyUni). In addition aggregated course SELT data is available.

  • Student Support
  • Policies & Guidelines
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