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Home » Courses »

Fundamentals of M&A and Corporate Restructuring
Saturday, 1 December 2018

Mergers and Acquisitions (M&A) is one of the most lucrative and complicated services an investment bank can offer its clients.Mergers and Acquisitions (M&A) is one of the most lucrative and complicated services an investment bank can offer its clients.

Mergers and Acquisitions (M&A) is one of the most lucrative and complicated services an investment bank can offer its clients.  Advising on M&A transactions has had a relatively long history (compared to other financial products).  Historically, three factors generally effect the volume of M&A transactions (both in terms of actual number of transactions and the value of those transactions).  These three main factors are:

  • Economic conditions;
  • Technology; and
  • Regulation

In recent decades (especially in the past thirty to forty years) leverage buyouts (LBOs), management buyouts (MBOs), the expansion of private equity funds, and the emergence of “activist” investors have added fuel to growth of volume of global M&A.

Earning and keeping a client’s trust is an integral part of any investment banking mandate, and investment bankers must provide unbiased views to their clients in order to achieve their clients’ stated goals (even if that means not earning a hefty compensation). It is well understood that bankers who are not led by this moral compass will not be successful in the long run. 
Executing successful M&A transactions requires an investment banker to have a good command of:

  • The “Quantitative elements” of a transaction (that is, the specific economics/numbers/facts of a transaction) and;
  • The “Qualitative elements” of a transaction (that is, interaction with senior management who may have out-sized egos and other motivations for a particular transaction).


For the sake of our presentation on December 9, I refer to “Corporate Restructurings” as “the act of reorganizing the legal, ownership, operational, or other structures of a company for the purpose of making it more profitable, or better organized for its present needs.”
Therefore, a corporate restructuring can be referred to any single one of the following (or more likely a combination of the following):
Types of Corporate Restructuring

  • Mergers /Amalgamation;
  • Acquisition and Takeover;
  • Divestiture
  • Demerger (spin - off , split –off.and carve-out);
  • Joint Ventures; and
  • Buy Back of Securities.

 
In my presentation, I will cover the first four items in the above list with emphasis on  three important vehicles for corporate restructurings. These vehicles are called:

  • Spin-offs
  • Split-offs
  • Curve-ends
  • Tracking-stock

The last section of my talk covers on the procedural and legal aspects of conducting M&A transactions in Iran. Generally speaking, the laws and regulations relating to M&A transactions are not well developed in Iran.  While the new Commerce Bill (which hasn’t been signed yet) touches on certain issues related to mergers, much more work is needed in order to develop address various structures, case laws, definitions and accepted practices that would give the participants in M&A transactions the certainty needed to initiate, enter into and ultimately consummate M&A transactions in Iran.  Therefore, having an experienced banker in M&A transactions is instrumental in order to deal with various ambiguities that may surface in processing M&A deals.
 

December 9th, from 3PM till 6PM
at Iran Chamber (No. 175, Shahid Mousavi St. , Taleghani St. Tehran)
Course instructor: Dr. Saeed Abtahi
Tuition: Free of charge for members, 150,000 Tomans for non-members

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