Complete this M&A course to:

  • Properly consider the strategic and financial basis for divestitures

  • Improve your understanding of various divestiture structures and the benefits of each

  • Head-off missteps in the management of a divestiture transaction

Curriculum | Structuring Divestitutures

Thursday, July 20, 2023
10:00am - 4:30pm (CST)

Live Online 

Divestiture Strategy Considerations

  • Examining the factors that lead companies to engage in divestitures
  • Conducting portfolio reviews and modeling corporate reconfigurations
  • Creating a framework for deciding whether and when to divest
  • Working with the Board on reasoned divestiture decisions
  • Navigating bias for acquisitions and against divestitures
  • Preparing to remove businesses through a divestiture
  • Divesting to comply with regulatory requirements

Divestiture Structures

  • Sales to a strategic or financial acquirer and related tax considerations
  • Spinoffs to existing shareholders through a publicly traded spinoff company
  • Equity carve-outs through a publicly traded spinoff company
  • Using a Reverse Morris Trusts to execute a tax free spinoff
  • Divesting into a joint ventures
  • Creating a tracking stock

Divestiture Implementation & Governance

  • Estimating the divestiture workload and determining the required steps
  • Managing external advisors, the internal team, and shareholder expectations
  • Methods for valuing the business or asset that are being divested
  • Identifying impediments to divestitures including financial constraints
  • Responsibilities for corporate directors and methods for heading off conflicts 
  • Adjusting executive compensation for the new organizational structure
  • Measuring financial or strategic returns after completing a divestiture

Guest Speaker Q&A

  • Sergio Letelier, Head of Corporate Development at Hewlett Packard Enterprise (former Vice President - Corporate, Securities, and M&A), who played a key role in the HPE / HP, Inc. split into two $50 billion-plus companies (see related report and interview with Professor Feldman in Knowledge at Wharton, a business journal from the Wharton School of the University of Pennsylvania)

Course Materials & Certification

Participants will have access to a primer on Planning, Negotiating and Executing Reverse Morris Trust transactions, a study on divestiture activity and performance over the past two decade, and a series of recent discussions on best practices featuring:

  • Greg Psihas, SVP, Global Corporate Development & Ventures, Visa
  • Chandradev Mehta, Head of Mergers & Acquisitions at LyondellBasell
  • Trey White, Vice President, Global Corporate Development at SAP
  • Massimo Malizia, Director Corporate Development Integration, Cisco Systems
  • Barnaby Gibson, Senior Director, Legal - M&A, ServiceNow
  • Gregg Albert, Managing Director - Mergers & Acquisitions, Accenture Strategy
  • Sean Kim, Associate Director, Strategic Planning, Kraft Heinz
  • Jim Adams, Vice President Corporate Development & Strategic Planning, Owens-Illinois (O-I)

Upon completion you will receive 5.5 CLE credit hours (if applicable) and a Certificate of Completion.

You will also be invited to join a confidential discussion space for exchanging ideas, best practices, recommendations, and information with other M&A Master Class alumni.

Faculty | Structuring Divestitures

Emilie R. Feldman is the Michael L. Tarnopol Professor and Professor of Management at the Wharton School of the University of Pennsylvania, where she teaches courses on mergers and acquisitions, divestitures, corporate strategy, and corporate governance.

Her research focuses on corporate strategy and governance, with particular interests in the role that divestitures, spinoffs, and mergers and acquisitions play in corporate reconfiguration, the internal functioning of multi-business firms, and the impact that large shareholders have on strategic decision-making and outcomes. 

She graduated magna cum laude from Harvard College, where she studied Economics and French Literature, and she received her MBA and DBA in Strategy from the Harvard Business School. 

Professor Feldman is the author of “Divestitures: Creating Value Through Strategy, Structure, and Implementation” which was published by McGraw-Hill in December 2022.

  • Pruning underperforming or non-core businesses is now a core responsibility for corporate development teams

  • Thoughtful divestitures can unlock value if they are done right

  • Shareholders are looking for management to evaluate their portfolio of businesses with the rigor of an activist and be open to divestitures


Structuring Joint Ventures

This M&A Master Class focuses on the specific decisions, information, and actions that will likely be required during the formation and governance of a joint venture.
Transaction Advisors Institute Structuring Joint Ventures