Mergers & Acquisitions Sessions

  • Overview

    Mergers & Acquisitions: Where Theory Meets Practice is a new kind of program at SMU Cox. We’re delivering practical intellectual stimulation that satisfies your academic curiosity and balances theory with ready-to-use insights. You get the academic rigor you expect plus interactive exercises, real-world case studies and lessons from leading industry practitioners that help you turn ideas into action.

    This results-focused balance begins with leadership from Associate Dean Shane Goodwin, Ph.D., a former investment banker with more than 20 years of M&A experience on Wall Street, including Goldman Sachs and Citigroup.

    In addition to our own expert faculty, Dr. Goodwin has tapped the unmatched SMU Cox network for M&A experts from Goldman Sachs, Evercore, AT&T, PepsiCo, Gibson Dunn, McDermott Will & Emery, and Kimberly-Clark, plus former strategy consultants from McKinsey and Bain.

  • M&A Strategy

    For most companies now, M&A isn't an optional part of their strategy - it's an essential component. Treating M&A as a strategic capability can give companies an edge that their peers will struggle to replicate.

    Primary objective: The M&A Environment: Motivations for M&A and why it occurs
    Secondary objective: Provide an understanding of: 

    • The primary motivations for M&A activity;
    • How to engage in M&A thematically with strategic rationale;
    • Winning in M&A: How to become an advantaged acquirer and increase shareholder value;
    • How to manage your reputation as an acquirer ;
    • M&A activity in an historical context;
    • Key empirical findings; and 
    • Primary reasons some M&A fail to meet expectations

    Dr. Shane Goodwin

  • Regulatory Considerations -
    The M&A Environment

    Primary objective: To enable students to understand the key elements of selected federal and state regulations applicable to the M&A environment
    Secondary objective: Provide students with an understanding of:

    • The key elements of federal securities laws;
    • Regulations governing tender offers;
    • Antitrust laws, including the Sherman Act, Clayton Act and HSR;
    • Antitrust regulatory procedures and guidelines;
    • State regulations affecting M&A;
    • Regulated industries and the implications for M&A;
    • Environmental and labor laws affecting M&A; 
    • Important Federal legislation impacting M&A;
    • Key elements of the Sarbanes-Oxley legislation and Dodd-Frank legislation; and
    • Foreign investment regulations administered by the Committee on Foreign Investment in the United States (CFIUS or the Committee)

    Dr. Shane Goodwin

  • The M&A Process
    Process yields "Premium Valuation"

    Primary learning objectives: To provide students with an understanding of:

    • The highly practical “planning-based” approach to managing the acquisition process; and
    • The issues associated with each phase of the M&A process

    Secondary learning objectives: To provide students with an understanding of how to:

    • Select the correct strategy from a range of reasonable alternatives;
    • Develop an acquisition plan;
    • Conduct an acquisition search, to screen potential candidates, and to make initial contact with potential targets;
    • Identify the four concurrent activities within the negotiation phase and how they interact to determine purchase price;
    • Identify the importance of pre-closing planning and post-closing execution; and
    • Determine factors critical to successfully integrating businesses;

    Pre-Purchase Decision Activities Phase 1: Business Plan
    Phase 2: Acquisition Plan
    Phase 3: Search
    Phase 4: Screen
    Phase 5: First Contact
    Phase 6: Negotiation 
    Post-Purchase Decision Activities
    Phase 7: Integration Plan
    Phase 8: Closing
    Phase 9: Integration
    Phase 10: Evaluation

    Dr. Bill Maxwell

  • Due Diligence

    Primary objectiveTo enable students to understand how completing a due diligence process allows a potential buyer or investor to learn more about a company to finalize a transaction or investment.
    Secondary objectiveProvide students with an understanding of:

    • Why it is a key step for any major transaction or investment;
    • What information will need to be investigated before a deal can be finalized; and
    • Key aspects of due diligence, including strategic "fit" assessment, financial performance, legal, environmental, and others

    Dr. Bill Maxwell

  • Discounted Cash Flow

    Primary learning objectives: To provide students with an understanding of:

    • Business valuation using discounted cash flow valuation techniques; and
    • The importance of understanding assumptions underlying business valuations

    Secondary learning objectives: To provide students with an understanding of:

    • Discount rates and risk as applied to business valuation;
    • How to analyze risk;
    • Alternative definitions of cash flow and how and when they are applied;
    • The advantages and disadvantages of the most commonly used discounted cash flow methodologies;
    • The sensitivity of terminal values to changes in assumptions; and
    • Adjusting firm value for non-operating assets and liabilities.

    Dr. Jim Linck

  • Relative Valuation

    “If you think I’m crazy, you should see the guy who lives across the hall” - Jerry Seinfeld

    Primary learning objective: To provide students with knowledge of alternatives to discounted cash flow valuation methods, including: 

    • Market Approach
      • Comparable companies
      • Comparable transactions
      • Same industry or comparable industry 
    • Asset oriented approach
      • Tangible book value
      • Liquidation value
      • Break-up value  
    • Replacement Cost approach  
    • Weighted average method 

    Secondary learning objective: Enable students to understand how real options apply to M&A

    Dr. Jim Linck

  • Private Company Valuation

    Primary learning objective: Provide students with a knowledge of how to analyze and value privately held firms

    Secondary learning objectives: Provide students with a knowledge of:

    • Characteristics of privately held businesses
    • Challenges of valuing and analyzing privately held firms;
    • Why and how private company financial statements may have to be recast; and
    • How to adjust valuation for liquidity risk, the value of control, and minority risk

    Dr. Jim Linck

  • Accounting & Tax Considerations

    Primary Learning Objective: To provide students with knowledge of how accounting treatment and tax considerations impact the deal structuring process.

    Secondary Learning Objectives: To provide students with knowledge of

    • Purchase (acquisition method) accounting used for financial reporting purposes;
    • Goodwill and how it is created; and
    • Alternative taxable and non-taxable transactions

    Dr. Russ Hamilton

  • Deal Structure & Legal Considerations

    Primary Learning Objective: To provide students with a knowledge of the M&A deal structuring process

    Secondary Learning Objectives: To enable students to understand:

    • The primary components of the process;
    • Payment considerations; and
    • Transaction structuring and legal considerations

    Wilson Chu

  • Post-Closing & Integration

    Primary learning objectives: Key activities that make-up the integration process

    Secondary learning objectives: To provide students with knowledge of:

    • Post-merger integration organizations
    • How to develop communication plans
    • How to create a new organization
    • How to develop staffing plans, and
    • Integrating corporate cultures

    Dr. Shane Goodwin & Dr. Russ Hamilton

  • Private Equity

    Primary Learning Objective: To provide students with a working knowledge of private equity and leveraged buyouts (“LBOs”)

    Secondary Learning Objectives: To provide students with a knowledge of:

    • The underpinnings of LBO structuring and valuation models;
    • How is private equity financed;
    • Advantages and disadvantages of LBO structures;
    • How LBOs create value;
    • Leveraged buyouts as financing strategies;
    • Factors critical to successful LBOs; and
    • Common LBO capital structures.

    Dr. Shane Goodwin

  • Negotiations Seminar

    Primary Learning Objective: To provide the newest negotiation tools needed to ensure success in M&A negotiations using:

    • Interactive format providing individualized attention; and
    • Experts that will diagnose your current strategies

    Secondary Learning Objective: To increase the value you gain from all negotiations while improving your relationships by:

    • Understanding how effective negotiators manage emotion and separate the people from the problem, while not ignoring the people;
    • Understanding the necessity of keeping your eye on your side of the table, and your ear on their side;
    • Learning how to convey, use and manage time pressure effectively;
    • Mastering the art and science of persuasion;
    • Managing the bidding process;
    • Understanding power relationships;
    • Utilizing carefully crafted simulations based on real-life negotiations to test and refine your skills

    Dr. Robin Pinkley

  • Cross-Border M&A

    Primary Learning Objective: To provide an overview of how to analyze, structure, and value cross-border M&A 

    Secondary Learning Objectives: To provide an understanding of:

    • Motives for international expansion
    • Common international market entry strategies
    • A structured cross-border M&A process
    • Planning and implementing cross-border transactions in developed countries
    • Planning and implementing cross-border transactions in emerging countries.
    • Characteristics and determinants of cross-border M&A
    • Valuing cross-border transactions
    • Empirical studies of financial returns to international diversification

    Dr. Shane Goodwin

  • Shareholder Activism

    The rise of hedge fund activists during the past two decades has sparked debate across markets, boardrooms and even during the presidential campaign: are activist shareholders good or bad for business?

    Primary Learning Objective: To provide an overview of the shareholder activist landscape, issues in activist investing from the perspectives of both investors and corporations that are potential targets.     

    Secondary Learning Objectives:

    • What hedge fund activism is and why has it become important?
    • The institutional background and legal rules governing activist investing – disclosure, insider trading, and voting, etc.
    • How activism has reshaped corporate policies (including payouts, investments, and governance) and firm boundaries (via assets reallocation and spin-offs/acquisitions)?
    • Has activism imposed “short-termist” pressure on corporate managers? 
    • How the various constituencies (activists, targets, and advisors) should work together?

    Dr. Shane Goodwin

Next Steps

Questions? Not sure which program fits your needs? Reach out to our team.