Mergers and Acquisitions Deal-Makers: Building a Winning Team PDF
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14772_Frankel_ffirs.v.qxp 2/26/07 1:53 PM Page iii Mergers and Acquisitions Deal-Makers Building a Winning Team SECOND EDITION MICHAEL E. S. FRANKEL John Wiley & Sons, Inc. 14772_Frankel_ffirs.v.qxp 2/26/07 1:53 PM Page ii 14772_Frankel_ffirs.v.qxp 2/26/07 1:53 PM Page i Mergers and Acquisitions Deal-Makers SECOND EDITION 14772_Frankel_ffirs.v.qxp 2/26/07 1:53 PM Page ii 14772_Frankel_ffirs.v.qxp 2/26/07 1:53 PM Page iii Mergers and Acquisitions Deal-Makers Building a Winning Team SECOND EDITION MICHAEL E. S. FRANKEL John Wiley & Sons, Inc. 14772_Frankel_ffirs.v.qxp 2/28/07 9:39 AM Page iv This book is printed on acid-free paper. (cid:1)∞ Copyright © 2007 by John Wiley & Sons, Inc. All rights reserved. Published by John Wiley & Sons, Inc., Hoboken, New Jersey. Published simultaneously in Canada. Wiley Bicentennial Logo: Richard J. Pacifico. No part of this publication may be reproduced, stored in a retrieval system, or transmit- ted in any form or by any means, electronic, mechanical, photocopying, recording, scan- ning, or otherwise, except as permitted under Section 107 or 108 of the 1976 United States Copyright Act, without either the prior written permission of the Publisher, or authorization through payment of the appropriate per-copy fee to the Copyright Clear- ance Center, Inc., 222 Rosewood Drive, Danvers, MA 01923, 978–750–8400, fax 978–646–8600, or on the web at www.copyright.com. Requests to the Publisher for per- mission should be addressed to the Permissions Department, John Wiley & Sons, Inc., 111 River Street, Hoboken, NJ 07030, 201–748–6011, fax 201–748–6008, or online at http://www.wiley.com/go/permissions. Limit of Liability/Disclaimer of Warranty: While the publisher and author have used their best efforts in preparing this book, they make no representations or warranties with respect to the accuracy or completeness of the contents of this book and specifically dis- claim any implied warranties of merchantability or fitness for a particular purpose. No warranty may be created or extended by sales representatives or written sales materials. The advice and strategies contained herein may not be suitable for your situation. You should consult with a professional where appropriate. Neither the publisher nor author shall be liable for any loss of profit or any other commercial damages, including but not limited to special, incidental, consequential, or other damages. For general information on our other products and services, or technical support, please contact our Customer Care Department within the United States at 800–762–2974, out- side the United States at 317–572–3993 or fax 317–572–4002. Wiley also publishes its books in a variety of electronic formats. Some content that appears in print may not be available in electronic books. For more information about Wiley products, visit our Web site at http://www.wiley.com. Library of Congress Cataloging-in-Publication Data: Frankel, Michael E. S. Mergers and acquisitions deal-makers : building a winning team / Michael E. Frankel.—2nd ed. p. cm. Rev. ed. of: Deal teams. c2004. Includes index. ISBN: 978-0-470-09815-8 (cloth) 1. Teams in the workplace. 2. Consolidation and merger of corporations. 3. Negotiation in business. 4. Deals. I. Frankel, Michael E. S. Deal teams. II. Title. HD66.F735 2007 658.1'62—dc22 2006101051 Printed in the United States of America 10 9 8 7 6 5 4 3 2 1 Note: The first edition of this work was entitled: Deal Teams: The Roles and Motivations of Management Team Members, Investment Bankers, Venture Capitalists, and Lawyers in Negotiations, Mergers, Acquisitions, and Equity Investments 14772_Frankel_ftoc.v.qxp 2/26/07 1:53 PM Page v Contents PREFACE xi CHAPTER 1 Buyers and Sellers and Their People 1 Sellers 2 Buyers 11 CHAPTER 2 Deal Player Ecosystem 31 Key Supporting Players 31 Supporting Players Interacting with the Principals 33 CHAPTER 3 Executive Management 37 What’s Their Role? 40 The People and What They Do 43 Economic Model and Their Incentives/Biases 49 Management of or Interaction with Executive Management 52 CHAPTER 4 In-House Corporate Development Staff 59 What’s Their Role? 60 The People and What They Do 76 Economic Model and Their Incentives/Biases 79 Management of or Interaction with Corporate Development Staff 80 CHAPTER 5 Line Management 85 What’s Their Role? 86 The People and What They Do 87 Economic Model and Their Incentives/Biases 92 Management of or Interaction with Line Management 95 v 14772_Frankel_ftoc.v.qxp 2/26/07 1:53 PM Page vi vi CONTENTS CHAPTER 6 Board of Directors 99 What’s Their Role? 100 The People and What They Do 102 Economic Model and Their Incentives/Biases 104 Management of or Interaction with the Board of Directors 106 CHAPTER 7 Equity Holders 109 Founders 109 Public and Institutional Shareholders 117 CHAPTER 8 Private Investors 129 What’s Their Role? 131 The People and What They Do 136 Economic Model and Their Incentives/Biases 146 Management of or Interaction with Private Investors 149 CHAPTER 9 Lawyers 153 What’s Their Role? 156 The People and What They Do 165 Economic Model and Their Incentives/Biases 167 Management of or Interaction with Lawyers 168 Variations 169 CHAPTER 10 Investment Bankers 177 What’s Their Role? 177 The People and What They Do 186 Economic Model and Their Incentives/Biases 188 Management of or Interaction with Investment Bankers 191 Variations 193 CHAPTER 11 Other Advisors 199 Consultants/Auditors 199 Public Relations/Communications Firm 202 14772_Frankel_ftoc.v.qxp 2/26/07 1:53 PM Page vii Contents vii Proxy/Shareholder Services Firm 203 Financial Printers 204 CHAPTER 12 Regulators and The Press 207 Regulators 207 The Press 212 Index 217 14772_Frankel_ftoc.v.qxp 2/26/07 1:53 PM Page viii
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