This course description
is from Spring 2017 and is for reference only.
COURSE NUMBER: MBA236E.1
COURSE TITLE: Mergers & Acquisitions: A
Focus on Value Creation
UNITS OF CREDIT: 2
INSTRUCTOR: Peter Goodson
E-MAIL ADDRESS: petergoodson@good-assoc.com
CLASS WEB PAGE LOCATION: bCourses
PREREQUISITE(S): The class is usually oversubscribed so if you want to
add the class on speculation you must attend the first sessions to qualify for
admittance and complete the first assignment (drops usually occur given the
toughness of the course).
CLASS FORMAT: Blend of cases and lectures and two
or three visiting practitioners
REQUIRED READINGS: The text for this course
is Investment Banking: Valuation, Leveraged Buyouts and Mergers and
Acquisitions, by Joshua Rosenbaum and Joshua Pearl and aReader. Preparation for each
class with demanding cold calls to insure accountability
BASIS FOR FINAL GRADE: Participation 35% of grade-
rigorous cold calling in all sessions with weekly cases for discussion, three
written team cases and one individual exercise.
COURSE DESCRIPTION: Our purpose is to teach value
creation in acquiring or selling a business. Most studies show that the
majority of corporate acquisitions destroy the buyer’s value. Sellers enjoy an
immense advantage with competitive auctions and the term “winners curse’ is
usually very appropriate.
Our mission is to offer experience-based curriculum in
order to help students create shareholder value and avoid making costly
pitfalls in future acquisition initiatives. Similarly we offer insight as to
how to maximize value when selling businesses. The course deliverables are
focused on…
1. Developing
judgment … Sharing lessons in distinguishing practices that create
value from those that result in loss... a sense of enhanced intuition and
pattern recognition is often the result.
2. Exploring leadership … Directing
an insightful acquisition process geared to mitigate risk in order to capture
acceptable return on investment coupled with discipline in operationally
improving the results of the acquired business after closing.
3. Polishing acquisition negotiation and
related skills … Capturing the advantage in the tradeoffs inherent in
doing a deal and in establishing a win-win scenario with the CEO and top
managers
This is a domain where learned experience proves
to be much more valuable than textbook niceties. Therefore, sharing the hard
earned lessons gained by the Professor in participating in thousands of mergers
and acquisition successes, as well as failures, over the last forty years is a
course cornerstone. Because acquisitions frequently destroy value, the most
important insight is to guide you to develop your own intuition to be able to
detect nonsense and stick to using proven methods of success.
The following 12 course
topics will be covered:
1. Trends, Motivations and
Advisors’ Roles
2. Price and Value …
Forecasting, Operating Improvements and Evaluating
3. Structuring … Tax,
Accounting and Legal
4. Smart Negotiation …
Managing the Deal Process
5. Hostile Takeovers …
Takeovers Utilizing Un-negotiated Tactics
6. Private Equity …
Creating Value with The Use of Other People’s Money
7. Acquisition Financing …
The Lenders and the Process
8. Technology…
Distinctions in Acquiring in the High Technology Space
9. Emerging Markets …
Global Stumbling Blocks
10. Due Diligence …
Rigorous Investigation of What Matters
11. Acquisition
Integration … Consolidation Disciplines to Create Value
12. Managing After Closing
… Operating Improvements Drive Value
BIOGRAPHICAL SKETCH: Professor Goodson is a pioneer in the private equity
discipline as an early stage partner at Clayton, Dubilier
& Rice. One of the first management buyout firms, they have purchased and
enhanced value operationally at 65 businesses valued over $100 billion over the
last 38 years. Prominent examples would include Lexmark – the IBM Information
Products business, the Uniroyal-Goodrich Tire Company, Hertz Rental Car and
Home Depot. Operating partners include Jack Welch, the former CEO of GE and Sir
Terry Leahy former CEO of Tesco.
Before joining Clayton & Dubilier,
Professor Goodson was a Manager Director at Kidder, Peabody & Co., where,
at the age of 26, he founded the M&A Group in 1972, and was one of the
first to specialize in acquisition advisory services in the industry. He
personally participated in over 800 corporate assignments and was an early
innovator in developing state of the art M&A advisory practices at
investment banking firms. Being one of the foremost experts in seller
advantaged exits, Mr. Goodson was chosen by his partners to negotiate the $600
million sale of Kidder to General Electric, setting a record for the highest
relative price paid for an investment bank on record.
Retiring and relocating to California, Professor
Goodson has taught at Haas for the last 9 years. He is a Distinguished
Fellow at INSEAD’s Global Private Equity Initiative and a fellow at the Tuck
Center for Entrepreneurialism and Private Equity. He has also taught or
lectured at Tuck, INSEAD, Wharton, NYU Stern and Columbia. He was awarded the Cheit Outstanding Teaching award by students several times.
He also teaches PE: Value Creation and in the summer block week format the
Turnarounds: Effective Leadership.
An “adventurer with his own capital and endless
curiosity”, he is presently assisting a number of emerging market private
equity firms to develop value added measures to improve investment returns.
Professor Goodson recently created the Value Optimization Board for Mekong
Capital in Vietnam, was appointed to the Tata Capital Growth PE Advisory Board
in India and is advising a number of developing enterprises in many of the
emerging frontier economies.