Corporate Development (Spring Semester 2020)

General Information

Lecture Tuesdays, 08:15-10:00 am Room 003, Uni Engehalde, Engehaldestrasse 8
Professor / Lecturer Dr. Peter M. Binder
First lecture February 18, 2019
ECTS 4.5
 Course Language English
Contact 

p.binder@ch.oaklins.com

Assistant Isabelle Notter
Registration Students are required to register to this course. Registration is open from 16th of January until 17th of February in KSL.

Teaching Approach and Performance Evaluation

This course is designed as an interactive, applied, case‒based class with accompanying readings.

The main topics are addressed below. It is assumed that the theoretical parts are read at home. We will then work through the topics on the basis of specifically designed case studies, case studies based on actual transactions and on publicly available information, as well as on actual cases occurring in the days before the course.

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

Individual class participation 35%

Group Project work (case study on an actual and published transaction) 65%:

  • Project draft 20%
  • Group project presentation 10%
  • Group project paper 35%

Thus, there will not be a formal exam at the end of the course.

The 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. Also presentations and handouts will be posted on ILIAS one week ahead of the respective session.

Course Description

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 application 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 encountered by senior management of major corporations or those who are the advisors to such management in the context of business development decisions or a resulting  M&A transaction. Strategic and operational aspects of corporate development strategies are at the core of this course covering cases and deals from a variety of industries. Students with the focus on finance can see the valuation principles being applied in live cases.

Corporate Development touches the core of every enterprise. It is impossible for one person, to be fully knowledgeable about the tools needed. But one can understand what the tools are and what they can contribute to get to an informed decision by management:

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 understanding the business models, the strategic basis of corporate decisions, the challenges in implementing the decisions and the process to implement such decisions e. g. in M&A. Then you will delve into business modelling and basic valuation issues. Your will also be exposed to important issues such as the assessment of the resources needed (by the acquirer), the acquisition screening and deal‒making, as well as the post‒merger integration. The course will end with the presentation of  the results of the Group Project  elaborated by the students and a review of the learned contents.

Again, all these aspects are to be discussed in the context of case studies in the plenum , where you take the roles of an entrepreneur, a business development manager or a deal negotiator. This again allows to understand the dynamics related to business development decisions.

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.

After completion of this course you should be able:

(1) to assess and apply the tools for the selection of a corporate development strategy appropriate in a given context;

(2) to understand the critical issues managing strategic partnerships; and

(3) to develop a comprehensive framework for initiating, planning and executing M&As.

All through the course we will also discuss actual news from companies on decisions affecting their development and published in newspapers. Students are invited to bring such news to the whole group for discussion.

 

Course materials will be available on ILIAS.

Tentative Course Overview (subject to changes) 

Date  Time  Topic
Feb 18 08.15 - 10.00h Introduction into subject

 

Corporate Development with or without M&A

 

Presentation of a master case, anonymized, which will lead us through the whole course.

 

This master case will be supplemented with various cases throughout the courses, based on the personal experience of the presenter

Feb 25 08.15 - 10.00h
M&A: uniqueness of the situation of an enterprise

 

In order to bring the strategic rationales to a practical level, we present a few cases based on public knowledge. The scope is to make the students aware that every case is completely different.

 

Given the increasing importance of the successions, we devote particular attendance on this issue

Mar 03 08.15 - 10.00h
M&A: the process

 

The student must be enabled to understand the process and the main drivers of this process. Throughout the presentation special attendance is given to the organizational background of a process and the various corporate functions which will be involved in the preparation and decision making of a specific case.

Mar 10
08.15 - 10.00h
M&A: Understanding the Business of the target: The essentials of the assessment of a company: DD and Business modelling

 

Understanding its own business and the business of the target is the main driver of value creation with a M&A transaction. There is a constant interrelation between an M&A process and internal corporate development, as the conclusion of the M&A process may be not to buy, but do it oneself.

 

Business modelling becomes more and more a key essential for the assessment of a case and the DD exercise furnishes the required input to perform the Business Modelling. We will particularly focus on the various business drivers.

 

DD is an intensive and costly exercise, thus it is important to show how the results will influence the transaction, both from the decision making process and the structuring.

Mar 17
08.15 - 10.00h

M&A: DD and  Business Modelling II

  • Continued from point 4.
Mar 24
08.15 - 10.00h
M&A: Valuation I

 

Valuation is not an exercise for itself, but is part of the overall assessment of a transaction, It requires deep knowledge of its own and the targets value drivers. We will focus particularly on the effect of the value drivers on the value and in particular the price offered and actually paid.

Mar 31
08.15 - 10.00h

M&A Valuation II – Negotiations

 

The student must realize that the valuation is one topic in determining the price and the overall economics of the deal, which depends also from other issues, such as earn-outs and warranties/guarantees given in the transactional documents.

 

Based on the master case the students will negotiate a deal.


Apr 07

08.15 - 10.00h
Transactional issues.

 

We will show how the conclusions of business modelling, due diligence and negotiations are reflected in the transactional documents and show the peculiarities of a public offering. Either based on Victoria Jungfrau or AFG – Looser, based on the publicly available information

 
EASTER BREAK
Apr 21
08.15 - 10.00h

International M&A transactions

 

We will present and review several cases in which the presenter participated and discuss with the students, what is different to pure domestic cases. These cases will show how the international M&A practice also reflects on the pure national transactions.

Apr 28
08.15 - 10.00h

Post-Merger Integration

 

Guest speaker to be confirmed

May 05 / May 12
08.15 - 10.00h

Full Case study

 

This case will be prepared together with students, who are willing to work in a team prior to that case study session.

May 19
08.15 - 10.00h

End Student-Presentations

May 26
08.15 - 10.00h
Course Wrap-Up