Mergers and Acquisitions Deal-Makers: Building a Winning Team, 2nd Edition

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

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

Proxy/Shareholder Services Firm 203

Financial Printers 204

CHAPTER 12 Regulators and The Press 207

Regulators 207

The Press 212

Index 217