International Deal Making: First Comprehensive Guide to Cross-Border
By Margo Hittleman
International M&A, Joint Ventures and Beyond: Doing the Deal -- the first U.S. book dealing exclusively with cross-border deals -- is set to be published by John Wiley & Sons on Nov. 28.
Edited by Mergers & Acquisitions experts David J. BenDaniel, professor of entrepreneurship at Cornell's Johnson Graduate School of Management, and Arthur H. Rosenbloom, special partner and former chairman of Patricof & Co. Capital Corp., International M&A, Joint Ventures and Beyond: Doing the Deal is a comprehensive, hands-on manual designed specifically for those charged with the day-to-day implementation of such transactions.
"International transactions face levels of complexity not found in purely domestic deals," says BenDaniel. "Our goal was to provide a roadmap that will help the people responsible for implementing these transactions -- corporate principals, legal and financial advisors, government officals, investment and commercial bankers -- work through the general issues and complications associated with cross-border deals."
Chapters are written by a team of 20 hands-on practitioners, including Kenneth Brody, former president and chairman of the Export-Import Bank, and senior partners from Baker & McKenzie, KPMG Peat Marwick, Arthur Andersen and others. Taking a practical as well as a theoretical focus, they examine strategic planning, legal, tax, accounting, insurance, negotiating, financing, organizational, and post-merger integration of international dealmaking.
The book also provides tips on how to negotiate transactions in emerging markets where contradictory or changing laws, the lack of a Uniform Commerical Code or a well-developed bankruptcy law and the absence of generally accepted accounting principles are most likely to challenge the ingenuity of the cross-broader dealmaker.
The trend is clear, says Rosenbloom: More cross-border mergers and acquisitions are taking place, in more places than ever before. "Transactions now take place daily that were, until recently, quite unimaginable, including significant U.S. investments in Japan and privatizations in Kazakhstan and other regions of the former Soviet Union," he says.
In the past five years, Mergerstat Review reports 1,127 foreign acquisitions of U.S.-owned companies and 2,522 U.S. acquisitions of foreign businesses, with a total dollar value close to $125 billion.
Small and mid-sized companies are becoming increasingly involved in these kinds of transactions. With an average price of $34.3 million, this cross-border M&A phenomenon is a decidedly middle-market one, says BenDaniel. "The need for this book to provide practitioners and students with information on how to do these deals has been recognized in recent years."
BenDaniel is the Berens Professor of Entrepreneurship at Cornell University's Johnson Graduate School of Management and a visiting professor at Keio University in Japan. He has worked as a senior vice president for venture capital at Textron, a group vice president for technology components at Exxon Enterprises, and manager of technical ventures operation at General Electric Co., and has served on the boards of over 20 business ventures. He was selected by Business Week in 1996 as one of the "Top Ten" professors of entrepreneurship in the U.S. Together with Arthur Rosenbloom, he edited the Handbook of International Mergers and Acquisitions (Prentice-Hall, 1990).
Arthur H. Rosenbloom is a special partner and former chairman of Patricof & Co. Capital Corp., a New York City-based firm specializing in transatlantic mergers and acquisitions. Together with its European affiliates, Patricof Ventures Inc. is one of the world's largest cross-border private equities groups. His investment banking work has involved him with companies as diverse as RJR Nabisco, First Brands Corporation, VNU, Blockbuster Video, Continental Airlines, and Hyatt Corp.
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