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
I. M&A Strategy & Process Management
- Strategy development with the business unit
- Developing a clear and testable growth thesis
- Identifying and cultivating appropriate acquisition targets
- Defining roles and governance for the M&A process
- Negotiating NDAs and restrictive covenants
- Drafting indications of interest / letters of intent
- Negotiation tactics and process / auction dynamics
- Managing decision bias; setting walk away frameworks
II. Valuation & Forms of Consideration
- Valuation models and stress tests
- Identifying positive and negative synergies
- Cash, stock, floating versus fixed exchange ratios
- Earn-out formulations and contingent consideration
III. M&A Diligence
- Linking the deal thesis to the diligence process
- Developing a diligence plan for key value drivers and risks
- Allocating responsibility to advisors and internal teams
- Commercial diligence: market, customer, competitor, etc.
- Financial diligence: quality of earnings analysis, etc.
- Operational diligence: production, inventory, third parties, etc.
- HR diligence: cultural and leadership assessments, benefit plans, etc.
- Legal / Regulatory diligence: litigation, change in control limitations, etc.
- Deal specific diligence; intellectual property, asset titling, IT/code, etc.
- Diligence reports and confirmation bias
- Preliminary integration strategy
IV. M&A Synergy Models
- Tactics to increase accuracy and validity of synergy estimates
- Stress testing assumptions
- Identifying bias and resistance points
- Identifying regulatory impediments to synergy capture
- Defining roles and oversight for the synergy model
- Managing synergy driven contingent consideration
- Avoiding common mistakes and pitfalls in synergy estimation
V. M&A Governance
- Finalizing the deal theses with diligence results and integration plans
- Determining deal performance metrics; plans for post-closing reviews
- Validation & stress testing the final business case and valuation
- Managing the final 'go forward' or 'abandon' decision process
- Fairness opinions and board duties
VI. Closing and Integration
- Accounting principles and net working capital adjustments
- Releases and third-party consents; bifurcated closing
- Escrows and contingent consideration payments
- Post-closing purchase price adjustments
- Transition services and Day One readiness
- Communication planning and execution
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.
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.”
“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 ATTENDThis 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.
The M&A Academy at Wharton San Francisco will be taught in-person at 2 Harrison Street, 6th Floor, San Francisco, CA 94105.
- Monday, March 21, 2022 from 1pm - 5pm PST
- Tuesday, March 22, 2022 from 9am - 5pm PST
- Wednesday, March 23, 2022 from 9am - 12pm PST
Optional dinner on Monday night.
AWARDED UPON COMPLETION
You will receive a tombstone for your desk, CLE and CPE credit, and course certification for LinkedIn.