CORPORATE TRANSACTIONS AND BUSINESS VALUATION

The course provides a theoretical and operational framework for business valuation processes and for the main corporate transactions, aiming to make students able not only to understand them, but to perform them. The path starts from business valuation — information base, income and cash-flow based methods, cost of capital, market-based methods — and uses the tools thus acquired to address corporate transactions, where value estimation is the technical prerequisite of the exchange ratio, of the contribution appraisal and of price determination. Alongside the doctrinal framework, the course devotes attention to professional practice: the deal process and the role of advisors, due diligence, contractual price mechanisms, the financial structure of the transaction and the critical reading of valuation reports. The final objective is to promote a critical approach to the use of methods, in relation to the specific purposes pursued and their particular characteristics.

The course postulates prior knowledge of the basic concepts of Corporate Finance, Financial Mathematics and Business Administration, with particular reference to financial statement analysis. Basic working familiarity with spreadsheets is required. An optional levelling session is made available at the beginning of the course for students who request it.

Knowledge and understanding: the student will acquire the basic knowledge, both theoretical and operational, concerning business valuation and the implementation of corporate transactions by companies, as well as the professional process within which these activities take place. Applying knowledge and understanding: the student will be able to build a complete business valuation starting from a real information base — normalisation of results, cash-flow forecasting, cost of capital estimation, application of market-based methods — and to design a corporate transaction by determining its economic parameters. These skills are assessed through weekly applied labs, case study analysis, the continuous assessment tests and the applied section of the final written test. Making judgements: the student will be encouraged to develop a critical awareness allowing the formulation of independent judgments on the feasibility of a corporate transaction, on the results achieved through the application of valuation methods, and on the reliability of a valuation report drawn up by third parties. To this end the course includes structured adversarial discussion activities on real valuation documents. Communication skills: the student may gain the ability to describe and argue the salient aspects of a corporate transaction and of a valuation process, both in writing and through the oral presentation and defence of their own work before a critical audience. Learning skills: the student may be able to grasp what is addressed in case study analysis and in the applied labs, and to transfer it autonomously to new circumstances.

Capital configurations and the different business valuation methods: information base and fundamental analysis, income and cash-flow based methods, cost of capital, market-based methods, critical reading of valuation reports. The economic and financial aspects of the main corporate transactions: acquisition and disposal, contribution in kind, conversion, merger and demerger. As regards corporate transactions, the course analyses the economic-corporate function of the main operations, with an indication of accounting and legal effects, and considers their professional execution process, the contractual price mechanisms and the financial structure, including the leveraged buy-out.

For Business Valuation: • Bini, Guatri (2007), La valutazione delle aziende, Egea • Corbella, Liberatore, Tiscini (2020), Manuale di valutazione d'azienda, McGraw-Hill • Pinto E., Di taluni aspetti della valutazione del capitale economico delle aziende, Giuffrè, and chapter 62 of the Liber Amicorum referred to in the week 3 programme (chapters provided as handouts) • Organismo Italiano di Valutazione, Italian Valuation Standards (PIV), current edition For Corporate Transactions: • Teaching material provided by the lecturer and/or textbook in preparation Supplementary materials available on the course platform: weekly pre-work sheets, dossier of the company used for the yearly project, real valuation reports and corporate documents, spreadsheet templates.

The course adopts a flipped classroom approach. Descriptive coverage is assigned to pre-work material — slides, readings and weekly sheets — which students address before class; class time is devoted to application, discussion and correction. Each week consists of two ninety-minute classes with distinct functions. The first includes an initial check on the pre-work through closed-answer questions with aggregated results, a dialogic lecture on conceptual issues and points of doctrinal divergence, and the briefing of the lab task with its constraints. The second includes the team-based applied lab producing a defined artefact, which stays with the team and is not handed in, the plenary discussion of results comparing divergent solutions, the connection with the yearly project and with a recently announced market transaction, and in the final ten minutes the individual continuous-assessment test. No deliverable produced outside class is handed in or graded. The valuation model of the yearly project stays with the team for the whole semester: its return is the in-class discussion and Part B of the final written test, which is set on the same company's data. The course also includes: case study analysis and discussion; adversarial analysis of real valuation reports and documents; a term sheet negotiation simulation; an investment committee simulation; the progressive spreadsheet construction of a valuation model of an actual listed company, selected each year; testimonies from experts in advisory, institutional investment and the valuation profession. The use of generative artificial intelligence tools in preparing deliverables is permitted and must be declared in a dedicated appendix, indicating the tools used and the steps involved. The safeguard is not prohibition but the structure of assessment: two thirds of the mark are determined in an in-person written test, without devices. Continuous assessment tests are delivered in class, in the final ten minutes of the second weekly session, on the platform and with random item selection from question banks, individual numerical variants and tight time limits.

The final mark is expressed out of thirty and consists of two parts: continuous assessment, weighing one third, and the final written verbalising test, weighing two thirds. Both parts are measured on a 0 to 33 point scale. Distinction (lode) is awarded above 31.5. Continuous assessment applies only to students who have attended at least 70% of class sessions, and only in the first examination session following the end of the course: students below that attendance threshold, and all students sitting the exam in later sessions, have their mark determined entirely by the written test. 1) Written exam only: this type of exam consists exclusively of a written test and does not include an oral exam. The test comprises a section of closed-answer questions, a section of quantitative exercises on valuation and corporate transactions and a section of critical analysis of a valuation document, identifying the methods used and the debatable parameters. Two versions exist, depending on the attendance to the course. The marks are published on the specified website and the student receives notification of the result of the written exam, which will also be visible on the self-service website. It’s not possible to refuse the mark. 2) Continuous assessment, worth 33 points, consists of a single component: ten individual tests delivered in class, in the final ten minutes of the second weekly session, from week two to week eleven. The best eight of the ten count towards the mark: the continuous-assessment score equals 33 points multiplied by the average percentage of correct answers across those eight administrations. Each test draws six items from a weekly pool of twelve, organised in three subcategories — two numerical items with individual variants, two on the lab just completed, two on the week's pre-work — with a ten-minute limit, a single attempt and sequential navigation. The tests are entirely automatically marked. The applied lab artefacts are not handed in and do not contribute to the mark.

The request must be submitted at least 6 months before the estimated degree session.