Key Concepts in Mergers and Acquisitions
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NPV Analysis in Mergers
Typically, a firm uses Net Present Value (NPV) analysis when making acquisitions. The analysis is straightforward with a cash offer, but it becomes more complicated when the consideration is stock.
Friendly vs. Hostile Takeovers
- In a friendly merger, the management of both companies are receptive to the deal.
 - In a hostile merger, the acquiring firm attempts to gain control of the target without its management's approval. This can be done through a:
- Tender offer
 - Proxy fight
 
 
Merger and Acquisition Defensive Tactics
Target companies may use several tactics to defend against a hostile takeover:
- Corporate charter amendments:
- Classified board (i.e., staggered elections for directors)
 - Supermajority voting requirement
 
 - Golden parachutes: