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M&A (Forms of merger (Horizontal (optimize the scale of operaitons,…

- - - - control downstream resoruces
      - stabilize profits
    - - provide stable channels for its produvct sales and marketing
      - reduce costs
  - - - bank+insurance
  - - - decrease CF reserves and other reserves allocated for precautionary meaduers
        
        reduce fin. risk
      - greater efficient of economic scale and productivbity
      - BUT higher degree of variations
        
        property +hotel
        
        think each as a portfolio
  - - - synergy in operating合力
    - - reduce fin. risks
- - - - equity method
        
        DCF model
      - cost method
        
        finaical restatement
      - mkt pricing method
        
        current mkt value
        
        multiplier
    - - purchase
        
        excess - goodwill
        
        decrease tax
      - pool of inretst
- - - - mothly to day to day expenses
- - - - synergy 協同效益
        
        high eco scale, cross selling
        
        tax treatment
  - - - translation costs, legal fee, banker's fee
      - foreign exchange costs, fund transfers and tax laws for global mergers
  - - - = V(AB)- (V(A)+V(B)) - ( = cash outflow - V(B))
        
        (V(AB)-Outfows) - V(A)
- - - - classified board device
        
        group od directors
      - super-majority provision
        
        simple 50% to 75 or 86%
      - higher voting shares
        
        one share has more than one vote
        
        founders and family
      - poison pill
        
        poison put bonds
        
        redeem at higher price
        
        face future cash outflow
        
        goldan parachute
        
        compensastoin paid to top level managemt by a target firm when the takeover is complete
        
        shareholders initiated action
        
        current shareholders could pressure the company to repurchase their shares at a premiim
        
        shareholder rights plan
        
        allow current shareholders to purchase additional shares at a specific price
        
        of shares :arrow_up:, value per share :arrow_down: not good for the firm
        
        treasure stock
        
        challenges to consented solicitation同意徵集的挑戰
        
        :arrow_up: capital by issuing shares to friendly shareholders
        
        allow the board to modify the MA plan
  - - - monopolistic activist sue
    - - the target company launches its own tender offer to the acquire
    - - seek out friendlier potential acquirer
    - - target wants to buy back its acre from acquire at premium