This in-depth course provides guidance on M&A strategy, material negotiation issues, and managing the deal process

  • Develop a clear deal thesis to maximize the economic benefit of a transaction

  • Properly identify the risks associated with a transaction and manage exposure to liabilities

  • Reduce the amount of time absorbed by the process and improve certainty of execution

CURRICULUM

I. M&A Strategy & Process Management

  1. Strategy development with the business unit
  2. Developing a clear and testable growth thesis
  3. Identifying and cultivating appropriate acquisition targets
  4. Defining roles and governance for the M&A process
  5. Negotiating NDAs and restrictive covenants
  6. Drafting indications of interest / letters of intent
  7. Negotiation tactics and process / auction dynamics
  8. Managing decision bias; setting walk away frameworks


II. Valuation & Forms of Consideration

  1. Valuation models and stress tests
  2. Identifying positive and negative synergies
  3. Cash, stock, floating versus fixed exchange ratios
  4. Earn-out formulations and contingent consideration


III. M&A Diligence 

  1. Linking the deal thesis to the diligence process
  2. Developing a diligence plan for key value drivers and risks
  3. Allocating responsibility to advisors and internal teams
  4. Commercial diligence: market, customer, competitor, etc.
  5. Financial diligence: quality of earnings analysis, etc.
  6. Operational diligence: production, inventory, third parties, etc.
  7. HR diligence: cultural and leadership assessments, benefit plans, etc.
  8. Legal / Regulatory diligence: litigation, change in control limitations, etc.
  9. Deal specific diligence; intellectual property, asset titling, IT/code, etc.
  10. Diligence reports and confirmation bias
  11. Preliminary integration strategy


IV. M&A Synergy Models

  1. Tactics to increase accuracy and validity of synergy estimates
  2. Stress testing assumptions
  3. Identifying bias and resistance points
  4. Identifying regulatory impediments to synergy capture
  5. Defining roles and oversight for the synergy model
  6. Managing synergy driven contingent consideration
  7. Avoiding common mistakes and pitfalls in synergy estimation


V. M&A Governance

  1. Finalizing the deal theses with diligence results and integration plans
  2. Determining deal performance metrics; plans for post-closing reviews
  3. Validation & stress testing the final business case and valuation
  4. Managing the final 'go forward' or 'abandon' decision process
  5. Fairness opinions and board duties


VI. Closing and Integration

  1. Accounting principles and net working capital adjustments
  2. Releases and third-party consents; bifurcated closing
  3. Escrows and contingent consideration payments
  4. Post-closing purchase price adjustments
  5. Transition services and Day One readiness
  6. Communication planning and execution

FACULTY

Professor Stephen G. Morrissette, Ph.D. is a Visiting Professor of Strategic Management at Booth School of Business at the University of Chicago where he teaches Merger & Acquisition Strategy. 

His 30 years of practitioner expertise include various CFO roles where he was responsible for M&A and post-merger integration. 

His academic career includes 15 years of full-time teaching where his expertise includes Strategic Planning, M&A, and Capital Planning. He works with publicly-held firms, privately-owned firms with a special emphasis on planning for large family-owned businesses.

PROGRAM PREVIEW

Watch this short video to see what you can expect from the program!

TESTIMONIALS

"The M&A Academy really taught me how to best translate my company's broader objectives into a cohesive M&A strategy. I've already put material from the course into practice at my company.”
Corporate Development Director

“The M&A Academy was a good way to organize what we do on a daily basis and put it all into a methodological perspective.”
General Counsel

“The M&A Academy is a great way to get up to speed with how corporate development professionals outside your firm think and to learn about industry practices.”
M&A Integration Manager

WHO SHOULD ATTEND

This program is designed for corporate development professionals, strategy leaders, in-house M&A counsel, integration specialists, senior financial analysts, and business executives that are involved in devising and/or executing mergers and acquisitions.

SCHEDULE

The M&A Academy at Cornell Tech New York will be taught in-person at the Cornell Tech campus

- Monday, September 12, 2022 from 1pm - 5pm EST

- Tuesday, September 13, 2022 from 9am - 5pm EST

- Wednesday, September 14, 2022 from 9am - 12pm EST

Optional dinner September 12th at 5pm EST.

AWARDED UPON COMPLETION



You will receive a tombstone for your desk, CLE and CPE credit, and course certification for LinkedIn.