COURSE NUMBER:  EWMBA 236E.11

COURSE TITLE:  Mergers & Acquisitions

UNITS OF CREDIT: 2 units

INSTRUCTOR:  Karin Thorburn & Mark Zanoli

E-MAIL ADDRESS:  karin_thorburn at haas.berkeley.edu & zanoli at gmail dot com

COURSE MEETING DATES: 10 class sessions, Saturdays 9AM-12PM 9/17 – 11/19

CLASS WEB PAGE LOCATION:  bCourses

PREREQUISITE(S):  EWMBA 203 Introduction to Finance

CLASS FORMAT: Mixture of lectures, case discussions, and visitors

REQUIRED READINGS: Textbook, cases and articles

BASIS FOR FINAL GRADE: The total course grade is based on individual class participation (40%) and a team term project assignment (60%).

CAREER FIELD: The course is relevant for students seeking a career in investment banking, management consulting, or private equity. Since most executives face situations related to business combinations at some point in their career, it is also useful for anyone pursuing a career in the corporate sector who wants a deeper understanding of central issues in M&A.

ABSTRACT OF COURSE'S CONTENT AND OBJECTIVES:
This course covers a broad range of issues related to corporate mergers and acquisitions (M&A). Students will develop skills necessary to structure a deal or form an opinion about a proposed transaction. The topics include value creation in mergers, choice of payment method, valuation of contingent payments, deal protection devices, empty voting, merger arbitrage, bidding strategies, merger negotiations, minority buyouts, hostile takeovers, defensive tactics, private equity, due diligence and post-closing integration. We also cover key elements of the legal and regulatory framework for takeovers, such as filing requirements, fiduciary duties of the target board of directors, and antitrust regulation. The course relies heavily on case analysis, providing plenty of opportunity to perform merger analysis and practice corporate valuation techniques.

BIOGRAPHICAL SKETCH:
Karin S. Thorburn is the Research Chair Professor of Finance at the Norwegian School of Economics (NHH) in Bergen, Norway. Prior to joining NHH in 2009, she was a faculty member at the Tuck School of Business at Dartmouth College, USA, for eleven years. She regularly visits and teaches at the top business schools in the US, including Haas, Tuck, and Wharton. Her research, which focuses on takeovers, financial restructuring, bankruptcy, IPOs, and corporate governance, is published in the top academic journals. Professor Thorburn is affiliated with several international academic think tanks, including the Center for Economic Policy Research (CEPR) and the European Corporate Governance Institute (ECGI). She is also a director of the Executive Committee of the European Finance Association and of the board of Nordea Bank Norge ASA. She has a PhD in financial economics from the Stockholm School of Economics.

Mark Zanoli is a practicing investment banker. He began his banking career at Hambrecht & Quist (“H&Q”), a San Francisco boutique bank, which was an early leader representing the technology market. H&Q was acquired by Chase Manhattan bank and subsequently merged with JPMorgan. Mark held various leadership jobs at H&Q and JPMorgan and for a number of years was the Head of Technology banking at JPMorgan. He also held the same position at UBS for several years. Mark has negotiated numerous transactions ranging from the $14 billion acquisition of EDS by Hewlett Packard to private company sales to companies such as Cicso, IBM and EMC. In addition to his work as an M&A advisor, Mark has helped take many companies public such as Citrix Systems, F5 Networks, Netscreen Technologies and Ubiquity Networks to name a few. He has a BA in Economics from University of California at Santa Barbara.