In the course of a merger and acquisition (M&A) transaction, the principals and their advisors face a series of decisions, often against the backdrop of an unrealistic deadline, imperfect information and a shrewd other side. In making these decisions, they have to deal with complex technical matters at the intersection of disciplines, including accounting, law, taxation, corporate finance, operations, environmental and strategy. It is not always possible during the negotiations to take a step back and contemplate issues likely to arise before or after completion that may result in a dispute or to address or mitigate risks. It is therefore easy in these highly charged circumstances to create outcomes that end up in legal disputes. A sound understanding of the completion mechanism including the basis and measurement of individual purchase price adjustments is important to negotiate good deals and avoid disputes. This book provides an in-depth discussion of the completion mechanism, including key arguments for or against individual deductions or adjustments. This can be helpful in negotiations. It also provides diagnostic tools and many recommendations that can help avoid disputes. If a dispute has occurred, it discusses how it can be resolved as well as the conceptual basis and practical approaches to the measurement of damages. The book deals with numerous matters that need to be addressed during M&A negotiations and can lead to post-M&A dissonance, including the following: - the equity bridge: from fi rm value to the purchase price for the equity; - closing conditions, the closing process and the completion accounts; - an in-depth discussion of individual purchase price adjustments from factoring to pensions and from leases to the working capital reference value; - material adverse change clauses; - aspects of locked box transactions, including the interest over the locked box period; - how to structure earn-outs to avoid disputes; - red flags for fraud; - damages valuation in M&A disputes; and - lessons learned on how to avoid or deal with disputes. The author analyses a large number of actual post-M&A disputes as a lens to bring into focus precisely where things go wrong in practice. He then sets out practical solutions to the problems dealmakers face, how to negotiate individual price adjustments, and lessons learned from disputes. This book will be useful to M&A practitioners, be they in-house counsel, private equity, sovereign wealth funds, international arbitration centres or other players, as well as the investment bankers, accountants and the professionals who advise them. It will also prove to be of great value to those who deal with post-M&A disputes – judges, arbitrators and litigators – and legal academics interested in the M&A field.

Covid-19 has brought so much uncertainty, but one certainty is that the vaccine race will generate winners and losers in the pharmaceutical and biotechnology industries. This will have a major impact on merger and acquisition activity. While the plethora of merger and acquisition deals are abundantly reported by the news media, there is a clear lack of in-depth analysis on the multiple rationales and various challenges in the life sciences industry. By offering contributions from a variety of experts in the biotechnology and pharmaceutical industries, as well as experts on mergers and acquisitions, this edited collection will draw upon the knowledge of a variety of different actors within the fields of pharma and biotech. This book offers a timely exploration of the complexities of mergers and acquisitions in the pharmaceutical and biotechnology industries while seeking to bridge the gap between theory and practice. It presents a critical analysis of the rationale for acquisitions and studies the challenges of ensuring a successful deal. In the light of the Covid-19 pandemic, it will also explore the impact this may have on the industry, which may further stimulate merger and acquisition activity. It will be of interest to researchers, academics, policymakers, and students in the fields of strategy, management, governance, and the biotechnology and pharmaceutical industries.

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This open access book presents a unique collection of practical examples from the field of pharma business management and research. It covers a wide range of topics such as: 'Brexit and its Impact on pharmaceutical Law - Implications for Global Pharma Companies', 'Implementation of Measures and Sustainable Actions to Improve Employee's Engagement', 'Global Medical Clinical and Regulatory Affairs (GMCRA)', and 'A Quality Management System for R&D Project and Portfolio Management in a Pharmaceutical Company'. The chapters are summaries of master's theses by "high potential" Pharma MBA students from the Goethe Business School, Frankfurt/Main, Germany, with 8-10 years of work experience and are based on scientific know-how and real-world experience. The authors applied their interdisciplinary knowledge gained in 22 months of studies in the MBA program to selected practical themes drawn from their daily business. This work was published by Saint Philip Street Press pursuant to a Creative Commons license permitting commercial use. All rights not granted by the work's license are retained by the author or authors.

In this book, distinguished scholars Philip A. Rea, Mark V. Pauly, and Lawton R. Burns explore the science and management behind marketable biomedical innovations. They look at how the science actually played out through the interplay of personalities, the cultures within and between academic and corporate entities, and the significance of serendipity not as a mysterious phenomenon but one intrinsic to the successes and failures of the experimental approach. With newly aggregated data and case studies, they consider the fundamental economic underpinnings of investor-driven discovery management, not as an obstacle or deficiency as its critics would contend or as something beyond reproach as some of its proponents might claim, but as the only means by which scientists and managers can navigate the unknowable to discover new products and decide how to sell them so as to maximize the likelihood of establishing a sustainable pipeline for still more marketable biomedical innovations.

Today's corporate deal makers face a conundrum: Though 70% of major acquisitions fail, it's nearly impossible to build a world-class company without doing deals. In Mastering the Merger, David Harding and Sam Rovit argue that a laserlike focus on just four key imperatives--before executives finalize the deal--can dramatically improve the odds of M&A success. Based on more than 30 years of in-the-trenches work on thousands of deals across a range of industries--and supplemented by extensive Bain & Co. research--Harding and Rovit reveal that the best M&A performers channel their efforts into (1) targeting deals that advance the core business; (2) determining which deals to close and when to walk away; (3) identifying where to integrate--and where not to; and (4) developing contingency plans for when deals inevitably stray. Top deal makers also favor a succession of smaller deals over complex "megamergers"--and essentially institutionalize a success formula over time. Helping executives zero in on what matters most in the complex world of M&A, Mastering the Merger offers a blueprint for the decisions and strategies that will beat the odds.

The new M&A bible. Few actions can change the value of a company—and its competitive future—as quickly and dramatically as an acquisition. Yet most companies fail to create shareholder value from these deals, and in many cases they destroy it. It doesn't have to be this way. In The Synergy Solution, Deloitte's Mark Sirower and Jeff Weirens show acquirers how to develop and execute an M&A strategy—end to end—that not only avoids the pitfalls that so many companies fall into but also creates real, long-term shareholder value. This strategy includes how to: Become a prepared "always on" acquirer Test the investment thesis and DCF valuation of a deal Plan for a successful Announcement Day, and properly communicate synergy promises to investors and other stakeholders Realize those promised synergies through integration planning and post-close execution Manage change and build a new, combined organization Sirower and Weirens provide invaluable background to those considering M&A, laying out the issues they have to consider, how to analyze them, and how to plan and execute the deal effectively. They also show those who have already started the process of M&A how to maximize their chances of success. There's an art and a science to getting mergers and acquisitions right, and this powerful book provides the insights and strategies acquirers need to find success at every stage of an often complex and perilous process.