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Valuation

Learn how to calculate the fair value of a company, a key factor in determining the target’s purchase price.

Transcript

Determining a company’s fair value is crucial in the M&A deal process.

I. Calculating Fair Value

From a legal standpoint, a company’s value can be calculated by any technique or method that is admissible in court and generally accepted in the financial community. However, most companies and valuation experts rely on three valuation methods for M&A transactions.

A. Discounted Cash-Flow Analysis

The principal valuation technique used in M&A transactions is the discounted cash-flow, or...

Lessons

1. Welcome to Mergers and Acquisitions
  • Welcome to Mergers and Acquisitions
2. Introduction to Mergers and Acquisitions
  • M&A Laws
  • Key Players
  • The Decision to Do the Deal
3. M&A Transaction Structures
  • Statutory Mergers
  • Equity Sales
  • Asset Sales
  • M&A: Tender Offers
  • Tender Offer Rules and Regulations
  • Proxy Contests
4. The M&A Deal Process
  • Valuation
  • First-Step Agreements
  • Due Diligence
  • Getting the Shareholder Vote
  • The Appraisal Remedy
5. The Definitive Agreement
  • Price and Consideration
  • Representations and Warranties
  • Covenants, Conditions, and Termination
6. Securities and Antitrust Considerations
  • Securities as Consideration
  • Securities Registration Exemptions
  • Hart-Scott-Rodino Act
7. Deciding to Sell and Conflicted Transactions
  • The Decision to Sell
  • Conflicted Transactions
  • Controlling Shareholder Transactions
8. Defending Against Hostile Takeovers
  • Preemptive Defenses
  • Other Takeover Defenses
  • The Decision to Defend the Company