CORPFIN 3506 - Takeovers, Corporate Restructuring and Governance

North Terrace Campus - Semester 2 - 2022

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 Adelaide Business School
    Term Semester 2
    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
    Course Description 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.
    Course Staff

    Course Coordinator: Professor Alfred Yawson

    Teaching Staff

    Alfred Yawson
    Phone: 83130687
    Email: alfred.yawson@adelaide.edu.au
    Campus: North Terrace
    Building: Nexus 10 Tower, Room: 12.42

    G M Wali Ullah
    Email: gm.waliullah@adelaide.edu.au
    Campus: North Terrace
    Building: Nexus 10 Tower, Room: 13.48
    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. Evaluate the takeover process, including takeover tactics and defenses and when they should be employed.
    2. Apply valuation models, including DCF and comparable company analysis, to value, structure, and negotiate a deal.
    3. Design 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, 2018. 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

    No information currently available.

    Workload

    No information currently available.

    Learning Activities Summary
    TOPIC        THEME
    1 The mergers and acquisitions environment
    2 The Mergers and Acquisitions Process I
    3 The Mergers and Acquisitions Process II
    4 Merger and Acquisition: Cash Flow Valuation
    5 Merger and Acquisition: Relative and Asset-Oriented Valuation
    6 Structuring the Deal: Method of Payment and Legal Considerations
    7 Financing the Deal: Private Equity, Hedge Funds, and Leveraged Buyouts
    8 Financial Modeling Basics
    9 Applying Financial Modeling to Value, Structure, and Negotiate Stock and Asset Purchases
    10 Business Alliances: Joint Ventures, Partnerships, Strategic Alliances, and Licensing
    11 Alternative Exit and Restructuring Strategies: Divestitures, Spin-offs, Carve-outs, Split-Ups, Split-Offs, and Bankruptcy Reorganization
  • 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
    ASSESSMENT DUE DATE and TIME TYPE WEIGHTING Related Course Learning Outcomes
    Class Test 1 Week 4 (Time: TBA) Individual 20% 1
    Class Test 2 Week 8 (Time: TBA) Individual 20% 2
    Final Exam Examination period Individual 60% 2, 3
    Assessment Detail
    Class Test 1 - (20%) will be a closed book exam covering topics 1, 2 and 3.

    Class Test 2 - (20%) will be a closed book exam covering topics 4 and 5.

    The final exam - (60%) will be a closed book exam covering Topics 6, 7, 8, 9, 10 and 11.

    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
    Submission

    No information currently available.

    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.

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