M&A AND INVESTMENT BANKING

M&A AND INVESTMENT BANKING

Leopoldo Maria Attolico, Andrea Donzelli

Obiettivi formativi

The course has the objective to give an introduction to Investment Banking, an introduction to M&A, an overview of practical side of M&A transactions, and recent trends

Risultati di apprendimento attesi

- Knowledge and understanding Through course attendance and practical case studies, the student will gain full knowledge of the general principles of Investment Banking, practical side of M&A transactions. In particular the students will acquire during the course the understanding of: the M&A and the Investment Banks. the use of M&A for corporations, financial institutions, Governments, SWF, and private equity firms the M&A tactics and strategies, and analysis of strategic alternatives to M&A. the valuation techniques in the M&A context. the M&A due diligence process and development of own due diligence skills. the differences between Sell-side M&A and buy-side M&A. how to run an M&A Operation. IPO, SPACs and LBO. how to Implement a strategy for integration and restructuring. the different financing alternatives and how to Make thoughtful, well-reasoned decisions between them. how to protect shareholder value during M&A. the M&A best practices and the lesson from M&A failures. the importance of ESG and how it’s changing the whole financial system The assessment of the knowledge will take place during the course through interactive lessons and practical case studies, as well as at the end of the course, through an oral exam. - Applying knowledge and understanding The student will be able to interpret and apply specific cases, principles of Investment Banking and M&A, and related challenges by identifying problems and possible solutions. The students will be able to read specialized newspapers, research and identify the M&A strategies adopted by the players like corporate, governments, banks, etc. The assessment of the ability to ‘apply knowledge and understanding’ will take place during the course through interactive lessons and practical case studies aimed at deepening the specific Investment Banking and M&A topics, and at the end of the course, through an oral exam which requires the students to expose topics of M&A and Investment Banking. - Making judgments Students will acquire analytical skills and critical spirit by analyzing theoretical topics and practical case studies / real-life examples. By using the appropriate methods learned during the course, students will be able to evaluate an M&A transaction from different perspectives. Students will gain the ability to determine alternatives M&A solutions and strategies independently and to make critical judgments on their application to specific cases. - Communication skills By the end of the course, students will be able to transmit with clarity, rigor, and methodological consistency the concepts acquired during the course. Through the various activities that will take place during the course – interactive lessons with discussion and case studies– students will be able to put these communication skills into practice. They will learn to adapt the terms used to the interlocutor in the specific case, thus gaining advanced rhetorical skills necessary for the professional career. - Learning skills By putting into practice, the topics learned during lectures and case studies, the student will be able to elaborate M&A transactions and IB strategies. The student will develop a solid knowledge of the M&A and Investment Banking World that will allow him/her to independently study and undertake different postgraduate training activities and approaches to the Investment Banks.

Contenuti Del Corso

The course will give a general overview of Investment Banking, M&A, practical side of M&A transactions and overview of recent trends. Weeks 1-2: The first part of the course will be focused on Investment Banking: History, Products and Services, Business Models, Clients, and Segments. Weeks 3 - 5: The second part of the course will be focused on M&A, going through Strategic Objectives, Regulation, Tactics, Negotiation, Valuation. Weeks 6 – 11: The third part of the course will be focused on the practical side of M&A transactions: Sell-side M&A, Buy-side M&A, IPO, LBOs, ECM, DCM, Rights Issues and Distressed situations. Week 12: The fourth part will be focused on the most recent topics such as ESG and SPACs. The course will be a combination of the interactive lessons, practical case studies and exercises.

Testi Di Riferimento

Fleuriet, 2008. Investment banking explained, McGraw-Hill Nanda, Delong and Roy, 2002. History of Investment Banking, Harvard Business School Morrison, A.D., Wilhelm, W.J., 2007. Investment Banking: Past, Present, and Future. Journal of Applied Corporate Finance, Volume 19 Number 1 Cendrowski, H., Petro, L.W., Martin, J.P., Wadecki, A.A., 2012. Private Equity: History, Governance, and Operations. Wiley Finance Das, U.S., Papapioannou, M., Pedras, G., Ahmed, F., Surti, J., 2010. Managing Public Debt and Its Financial Stability Implications. IMF Working paper Fraquelli, G., Erbetta, F., 1999. Privatization in Italy: an analysis of factors productivity and technical efficiency. Ceris-CNR, Working Paper. No. 5/1999 Goldstein, A., 2003. Privatization In Italy 1993-2002: Goals, Institutions, Outcomes, And Outstanding Issues . CESifo Working Paper No. 912 IMF, 2001 and 2003. Guidelines for Public Debt Management Lerner, J., 2011. The Future of Private Equity. European Financial Management, Vol. 17:3 Megginson W., L., Netter, J., M., 2001. From State To Market: A Survey Of Empirical Studies On Privatization. Journal of Economic Literature Bower, J. L., 2001. Not All M&A Are Alike - and That Matters. Harvard Business Review, March, p. 93 KPMG, March 2013. The Emerging Markets International Acquisition Tracker (EMIAT) Kumar, N. ,2009. How Emerging Giants Are Rewriting the Rules of M&A. Harvard Business Review Liaw, 2011. The Business of Investment Banking: A Comprehensive Overview, Wiley: chapter 7 Lipton, M., 2006. Merger Waves in the 19th, 20th and 21st Centuries. The Davies Lecture, Osgoode Hall Law School, York University Miller, E.L.J., 2008. Mergers and Acquisitions: A Step-by-Step Legal and Practical Guide. Wiley Iannotta, G., 2010. Investment Banking, Springer-Verlag Berlin Heidelberg: chapter 9 Kruse, T., 2005. Ownership, Control and Shareholder Value in Italy: Olivetti's Hostile Takeover of Telecom Italia. ECGI - Finance Working Paper No. 83/2005 Damodaran, 2012. Investment Valuation: Tools and Techniques for Determining the Value of Any Asset.Wiley Finance Rosenbaum, J. and Pearl, J., 2009. Investment banking : valuation, leveraged buyouts, and mergers & acquisitions. Liaw, 2011. The Business of Investment Banking: A Comprehensive Overview, Wiley: chapter 8, 9 McKinsey Global Institute, 2011. Mapping global capital markets 2011 Pagano, M., Panetta, F. and Zingales, L. 1998. Why do companies go public?, An empirical analysis. The Journal of Finance, Vol. 53:1(1) PricewaterhouseCoopers, Economist Intelligence Unit, 2011. Capital markets in 2025: The future of equity capital markets Ablum , T., Burgis, M. B., 2001. Leveraged Buyouts: The Ever Changing Landscape. Depaul Business Law Journal, Vol. 13:109 Wachtell, Lipton, Rosen & Katz, 2012. Distressed Mergers And Acquisitions

Metodologie Didattiche

Interactive Lessons Case studies Exercises

Modalità di verifica dell'apprendimento

Attendance is mandatory, absences must be announced and motivated. Class Participation 10% Case Studies 15% Final Oral Final 75%

Criteri per l’assegnazione dell’elaborato finale

To be defined

Il syllabus affronta temi collegati alla sostenibilità?

Yes

Settimana 1

Lecture 1 INVESTMENT BANKING • Historical perspectives • Main services offered Lecture 2 INVESTMENT BANKING MODELS • Traditional IBs • Advisory Boutique • Universal Bank • One Bank • Global vs local models

Settimana 2

Lecture 1 INVESTMENT BANKING CLIENT SEGMENTS • Corporates - Public vs Private - M&A, ECM, DCM, Derivatives • Financial Institutions - Banks - Insurance Companies - Asset Management Lecture 2 INVESTMENT BANKING CLIENT SEGMENTS • Governments - Privatization vs nationalization - Debt Management • Private Equity - Organizational models - LBOs

Settimana 3

Lecture 1
 M&A • Introduction to M&A • Strategic Objectives Lecture 2 M&A • Regulatory context - Tender offer rules - Corporate Governance

Settimana 4

Lecture 1 M&A TACTICS • Art or science? • Hostile (shareholder activism) Lecture 2 CONTRACT NEGOTIATION • SPA Building blocks • Due Diligence process

Settimana 5

Lecture 1 VALUATION TECHNIQUES • Comps • Compaq Lecture 2 VALUATION TECHNIQUES • Comps • Compaq • How can M&A create Value?

Settimana 6

Lecture 1 SELL-SIDE M&A • Public Sell-Side • Private Sell-Side Lecture 2 BUY-SIDE M&A • Public Buy-Side • Private Buy-Side ACCRETION & DILUTION ANALYSIS • Accretion and Dilution Analysis

Settimana 7

Lecture 1 • Case Study: Bulgari e Tiffany Lecture 2 • Case Study: Cross Border M&A

Settimana 8

Lecture 1 IPO • IPO Market Global Trends • IPO decisions, process and pricing Lecture 2 IPO • Case Study: Nexi IPO

Settimana 9

Lecture 1 LBOs • Structuring • Historical Perspectives Lecture 2 LBOs • Case study: Olivetti-Telecom

Settimana 10

Lecture 1 ECM - DCM • Equity capital market • Debt capital markets • Right issues Lecture 2 • Case Study: Unicredit Rights Issues

Settimana 11

Lecture 1 DISTRESSED SITUATIONS • Distressed Situations Lecture 2 • Case Study: Alitalia

Settimana 12

Lecture 1 RECENT TRENDS • ESG themes and financing Lecture 2 RECENT TRENDS & COURSE WRAP-UP • SPACs • Course Wrap-Up