Master 2024/2025

Mergers, Acquisitions, Corporate Restructuring

Type: Elective course (Finance)

Area of studies: Finance and Credit

Delivered by: Department of Finance

Where: St Petersburg School of Economics and Management

When: 2 year, 2 module

Mode of studies: offline

Open to: students of all HSE University campuses

Instructors: Vladislav Afanasev

Master’s programme: Finance

Language: English

ECTS credits: 3

Course Syllabus

Abstract

The course examines the main motives of M&A, the effectiveness of transactions for the transfer of corporate control, mechanisms for implementing M&A transactions, issues of company growth and development strategy in the context of M&A, methods of structuring M&A transactions, legal, tax and accounting aspects of M&A transactions, features of international mergers and acquisitions, alternatives to M&A transactions.

Learning Objectives

• The aim of this course is to equip students with the knowledge and skills necessary to understand, evaluate, and execute M&A deals, with a focus on financial domain of M&A

Expected Learning Outcomes

• Knows basic terms and classification
• Knows current trends
• Able to analyze transaction information at a basic level
• Able to calculate key financial indicators and analyze them
• Can apply the main approaches to business valuation, understands their strengths and weaknesses
• Can justify the application of this or that approach to business valuation
• Able to model various forms of financing transactions
• Able to present a potential target to decision-makers on buy-side
• Able to value business and estimate the synergy effect
• Able to analyse firms' activity and find potential synergies

Course Contents

• General characteristics of M&A
• Preparing for the deal and the art of due-dilligence
• Valuation in M&A deals. Valuing a merger
• Financing the deal
• Structuring the deal
• Hostile takovers and how to defend the business
• Pitching a deal

Assessment Elements

• Control work
  Control work covering M&A valuation and key concepts (Topics 1-3)
• Homework
  Prepare and present information about recent hostile takeover (in groups)
• Project
  The students take a company from the Russian market and do an analysis of a potential target for it (a smaller company from the Russian market) Calculate the potential synergy effect Make a short financial summary (simplified due-diligence) Make the valuation of the target using different methods for different scenarios (equity, LBO). Make a judgement whether it is a good target or not. Form: excel + presentation

Interim Assessment

• 2024/2025 2nd module
  0.25 * Control work + 0.25 * Homework + 0.5 * Project

Bibliography

Recommended Core Bibliography

• The art of M&A structuring : techniques for mitigating financial, tax, and legal risk, Lajoux, A. R., 2004

Recommended Additional Bibliography

• DePamphilis, D. (2015). Mergers, Acquisitions, and Other Restructuring Activities. Elsevier. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsrep&AN=edsrep.b.eee.monogr.9780128013908

Authors

• Afanasev Vladislav Viktorovich
• SOLOVEVA EKATERINA EVGENEVNA