Recommended PrerequisitesFinance 1 and 2, or Financiering 1 and 2, or Corporate Finance 1 and 2.
The course consists of two parts. In the part on Corporate restructuring, the main topics will be mergers, acquisitions, leveraged buyouts and divestitures. This part commences with a description of the take-over markets in the main corporate governance regimes. The role of mergers and acquisitions as a corporate governance device will be discussed. This course will focus on different types of takeovers: horizontal versus vertical takeovers, friendly versus hostile takeovers, takeovers by management (management buyouts or buyins) or financial institutions (IBOs), etc.The determinants of takeover waves and corporate divestitures will also be discussed. Considerable time will be spent on valuation (techniques) applied to M&As. The sources of value (wealth effects) for both target and bidder firm will be studied for domestic as well as cross-border acquisitions. In this respect, the characteristics of the takeover bid (means of payment, status of the bid, industry etc) will be studied. Also a valuation of an acquisition (case study) will be done and the range of takeover defences that firms can employ against hostile takeovers will be discussed.
This course also deals with various aspects of corporate governance. Here we look at the mode of governance and control which firms use. Although special attention will be devoted to listed firms, other organisational forms will also be discussed. Crucial elements in theory and practice of corporate governance are the ownerships- and control structures of organisational forms. Shareholder structures are characterized by the identity of shareholders, the distribution of the shares over shareholders and defensive measures. Governance structures consist of a manifold of disciplining mechanisms, like supervisory boards, the market for corporate control, remuneration systems, etc. There exist remarkable differences among governance systems between all kind of countries. These international differences will be discussed extensively against the historical lines of development.
Type of instructions
Type of exams
- Type of exams: the final grade is based on a written exam (85%) and a take-home assignment (15%). (It should be noted that for the written exam, the student needs to obtain at least 5/10. If the student does not pass in the first exam session, a resit of the written exam has to be taken and the grade obtained for the take-home assignment will be maintained).
- Sudarsanam, S., Creating Value from Mergers and Acquisitions, Pearson Education, 2010, ISBN ISBN-10: 0273715399. ISBN-13: 9780273715399
- List of literature (to be announced)
- Lecture notes