Corporate Development (Spring Semester 2019)

General Information

ECTS 4 (= 2 SWS) 
Professor / Lecturer Dr. Peter M. Binder
Contact  p.binder@ch.oaklins.com
Assistant Isabelle Notter (isabelle.notter@imu.unibe.ch)
Location Engehalde 8, Room 003

Credits acknowledged

For students specializing in management: in supplementary subjects (Ergänzungsbereich)
For students of other specialties: in elective subjects (Wahlbereich)

Target Group

Master students

Language

English

Registration

Students are required to register for this course in KSL. Registration is open from 4th of February 2019 until February 1, 2019. Manual registrations after the deadline are not possible. The number of participants is limited (max. 30).

Teaching Approach and Performance Evaluation

This course is designed as an interactive, applied, case‒based class with accompanying readings. To guide you through the course materials, I have prepared a detailed schedule with remarks which are the basis for class discussion questions. The assigned readings should provide you with a starting point for analyzing the cases.

Individual Performance

A student’s evaluation in this course is based on the following components: 

  • Individual class participation 35% 
  • Project draft 20% 
  • Group project presentation 10% 
  • Group project paper 35% 

Class participation is crucial for learning in the course. It is expected that class participants are well‒prepared for each session and thoughtfully and frequently contribute to the discussions. You are expected to attend all classes (at least 80 %) during the scheduled time. Absences and tardiness will adversely affect class participation marks. Course deadlines are strict. Late submissions of drafts or final reports for the group project are not accepted.

The instructor will post the syllabus and other class related materials (e.g., discussion questions and other assignments) on ILIAS. Presentations and handouts will be posted on ILIAS after the respective session.

Guidelines for Group Project

I will introduce after 4 courses a major, specifically designed case, which will cover important aspects of the course. Students will then be asked to act as presumed members of a business development team and are requested to prepare in groups a presentation, which will be presented at the end of the course to the audience. The presentation should be given before the actual presentation to me for review.

Course Description

MERGERS AND ACQUISITIONS: Process – Execution - Integration

In a turbulent global environment with rapidly changing technologies and consumer preferences firms need to constantly renew themselves to sustain competitive and corporate advantages. Hence, firms need to identify opportunities to leverage their capabilities around different businesses throughout the world. Indeed, companies need to critically assess, plan, execute and evaluate corporate development strategies. 

In this applications oriented course current state-of-the-art knowledge on corporate development together with real world case studies will be presented. The course builds on the prior courses in strategic management and corporate strategy and will introduce you to business (finance) principles and analytical techniques. The course participants should be able to apply basic business principles and analytical techniques to actual problems likely to be encoun-tered by senior management of major corporations or those who are the advisors to such management in the context of an M&A transaction. In this course you will explore modes of corporate development with a focus on mergers and acquisitions. Strategic and operational aspects of corporate development strategies are at the core of this course covering deals from a variety of industries. 

After completion of this course you should be able: 

  • to assess and apply the tools for the selection of a corporate development strategy appro-priate in a given context 
  • to understand the critical issues managing strategic partnerships
  • to develop a comprehensive framework for initiating, planning and executing M&As 

The course contains the essential topics of corporate development. At the beginning of the course the students will learn the necessary terminology and basic principles, such as processual elements, of M&A. Then you will delve into business modelling and basic valuation is-sues. You will also be exposed to important issues such as the assessment of the resource needed (by the acquirer), the acquisition screening and dealmaking, as well as the post‒merger integration. The course will end with the presentation of project work and a review of the learned contents.

Course Material 

Course materials will be available on ILIAS.

Tentative Course Overview (subject to changes) 

Date  Time  Topic Room 
Feb 19
8.15-10.00 a.m.

Introduction into subject

Corporate Development with or without M&A

Details:

  • Strategic process, Corporate Development and M&A
  • Shareholder value as main topic
  • Growth strategies: Internal vs. external growth
  • Divestment strategy: Internal liquidation vs. sale of a division or an enterprise
  • Analysis of the value chain
  • Cooperation vs. M&A
  • Cooperations vs. Strategic joint ventures
  • Introduction into a lead case on an anonymized basis and based on publicly available information
003, Engehalde 8
Feb 26
8.15-10.00 a.m.
M&A: uniqueness of the situation of an enterprise

Details:

  • Examples of M&A transactions, their strategic rationale, the peculiarities of the process and the later outcome given the development after a few years.

Special topic: Succession in family businesses

003, Engehalde 8
Mar 05
8.15-10.00 a.m.

M&A: the process

Details:

  • Overview on the various steps in a M&A transaction
  • Presentation of the tools
  • Process overview
  • Why this process?
  • Preliminary issues on valuations
  • Other types of possible M&A processes with their advantage and disadvantages
  • Do’s and don’ts in M&A
003, Engehalde 8
Mar 12
8.15-10.00 a.m.

M&A: Understanding the Business of the target: The essentials of the assessment of a company: DD and Business modelling

Details:

1. Step: transaction review

  • Items to be reviewed and how the results are reported
  • Introduction of the results into the decision making process

2nd Step: Business modelling

  • The Essence of Business modelling
  • How to proceed with Business modelling
  • Responsibilities
  • Key success factors and pitfalls

3rd Step: Due Diligence

  • Preparation of the detailed DD
  • Determine the DD workstreams
  • Organization of the DD
  • Reporting
  • Conclusions from DD for the Transaction
003, Engehalde 8
Mar 19
8.15-10.00 a.m.

M&A: DD and  Business Modelling II

Details:

  • Continued from point 4.
003, Engehalde 8
Mar 26
8.15-10.00 a.m.

M&A: Valuation I

Details:

  • Valuation methods used in M&A
  • Essentials of valuation in theory versus practice
  • Creation of shareholder value?
  • Introduction into specific valuations case to be reviewed for the next session.
003, Engehalde 8
Apr 02
8.15-10.00 a.m.

M&A Valuation II – Negotiations (how to get from value to price)

Details:

  • Discussion of a valuation case
  • Sensitivities
  • Treatment of Synergies
  • From value to Price
  • Points reflecting the economics of a transaction
003, Engehalde 8
Apr 09
8.15-10.00 a.m.

Transactional issues

Details:

  • Share deal
  • Asset deal
  • Public offering
  • Reflection of the Economics of a Transaction in the transaction documents
  • Caveat of Tax Issues

003, Engehalde 8
Apr 16
8.15-10.00 a.m.

International M&A transactions

Details:

  • Examples of international transactions, e.g. with China, the US, Italy
  • Peculiarities of such international transactions
  • Items to be considered
003, Engehalde 8
 
Eastern Break   
Apr 30
8.15-10.00 a.m.

Post-Merger Integration / Project Implementation

  • Possibly together with a guest speaker
003, Engehalde 8
May 07
8.15-10.00 a.m.

Full Case Study

Details:

  • Introduction into the case
  • Issues to be discussed
  • Group work with tasks
  • Results
  • Discussion
003, Engehalde 8
May 14
8.15-10.00 a.m.

Full Case Study

Details:

  • Introduction into the case
  • Issues to be discussed
  • Group work with tasks
  • Results
  • Discussion
003, Engehalde 8
May 21
8.15-10.00 a.m. End Student Presentations and Course Wrap-Up 003, Engehalde 8
May 28
8.15-10.00 a.m.
Course Wrap-Up