This document provides the tentative syllabus for a course on Mergers and Acquisitions Management at Harvard University. The course will cover topics such as corporate restructuring, valuation techniques, the M&A process, and deal structures. Students will apply their knowledge through case analyses and a semester-long project analyzing a company's turnaround through mergers, acquisitions, or other restructuring activities. The course involves readings, lectures, guest speakers, a midterm and final exam, case assignments, and a project due at the end of the semester. Students will be evaluated based on their project, exams, and selected case assignments.

1. HARVARD UNIVERSITY
FACULTY OF ARTS AND SCIENCES
MERGERS AND ACQUISITIONS MGMT E-2720
SPRING TERM 2012 – TENTATIVE SYLLABUS
Kevin F. Wall, C.P.A.; L.L.M.
Harvard Business School Office/Phone:617-496-5726 (Thru 12/31/11)
kwall@fas.harvard.edu
Teaching Assistant: Iryna Dolan –irynadolan@yahoo.com
COURSE MEETINGS: 1 Story Street; Thursday 7:35 – 9:35
COURSE OVERVIEW:
Learning Outcomes: To provide students with knowledge of the following:
1. what corporate restructuring is and why it occurs;
2. the impact of the regulatory environment on the M&A environment;
3. how value is created (or destroyed) as a result of corporate mergers, acquisitions, divestitures,
spin-offs, etc., through in-depth analysis of how to “do a deal;”
4. how risks associated with the various approaches to creating value can be identified and
managed;
5. commonly used takeover tactics and defenses;
6. a process for selecting appropriate takeover tactics depending upon the types of anti-takeover
defenses in place at a target company;
7. how and when to apply valuation techniques under special circumstances;
8. the practical limitations of the various valuation techniques;
9. the importance of understanding assumptions underlying business valuations;
10. a highly practical “planning based approach” to managing the acquisition process;
11. challenges associated with each phase of the M&A process from developing acquisition plans
through post-closing integration;
12. the advantages and disadvantages of alternative deal structures;
13. how the various components of the deal structuring process interact to determine price;
14. how to manage the deal structuring process to minimize the risk that a business combination
will not meet expectations;
15. advantages and disadvantages of alternative ways to exit businesses;
16. applying financial modeling tools to evaluating mergers and acquisitions;
17. how the many tools and skills that have been learned in this and other courses are used in an
integrated manner in completing an acquisition; and
18. alliances/joint ventures as alternatives to mergers and acquisitions.
Description: The course is divided into two discrete sections: (1) Developing an in-depth
understanding of how and when to apply the appropriate tools and skills to successfully complete
a transaction and (2) the application of what has been learned to solving “real” world business
problems. All major elements of the acquisition process will be discussed in the context of a
logical process. The course will involve the application of what the student may have learned in
such courses as finance, accounting, business law, micro and macroeconomics, management,
negotiation, new ventures, entrepreneurship, strategic planning, human resource management,
risk management, financial modeling, and business policy/organization.
1

2. As part of pre-class preparation and in-class discussion, students will be asked to solve both
quantitative and qualitative problems and to analyze both publicly traded and privately owned
companies involving valuing synergy, control premiums, and leveraged buy-outs. Illustrations
will include practical ways to evaluate IPOs, new ventures, and Internet-related companies.
Based on previous offerings of this course, we will have 2-3 guest speakers who are senior
experts and managing directors in certain areas of M&A including strategic transactions,
investment banking or highly respected private equity firms or hedge funds. These speakers
bring a wealth of experience to the course and greatly enhance the student’s educational
experience. This will likely result in some rescheduling of the course coverage for a particular
weekly topic to accommodate the schedules of our speakers. While there will be ample notice,
the weekly Syllabus that follows may need to rearranged on a limited basis.
Course web page: It is to your benefit to regularly consult the course web page, as important
information may be uploaded at an irregular basis For example, you can find some of the power
point slides and readings that I use in class. Please download and in case of need, print out and
bring those files to the class as needed.
Prerequisites: The course presumes that students have knowledge of basic accounting,
economics, and financial management concepts and tools. Students should have had at least one
course in accounting, finance, and economics within the last two years or relevant work
experience.
Required Texts:
1. Mergers, Acquisitions, and Other Restructuring Activities: An Integrated Approach to
Process, Tools, Cases, and Solutions, 6th edition, by Donald M. DePamphilis, Academic
Press, San Diego, Ca., 2011 (ISBN: 978-0-12-385485-8).
2. Course pack of cases and readings from Harvard Business School (HBS) Publishing.
Available from the Harvard COOP or online at HBS Publishing
(http://cb.hbsp.harvard.edu/cb/access/11608179 )
Reference Texts: Students are advised to have access to a financial accounting text as well as a
finance or corporate finance text.
Computer skill requirements: Students will need to know how to use spreadsheet and word
processing software. I do not encourage the use of computers in class however they will be
permitted as long as their use is limited to class discussion.
Grading: Students will be evaluated as follows:
Project (due on or before 5/10) 100
Midterm examination (Spyder) 150
Final examination Case (Available mid/late April, due 5/10) 150
Cases (limited number (2) of assigned cases may be collected 100
500 points
2

3. Final letter grades will be assigned according to the following point scale:
A 480-500
A- 459-479
B+ 444-458
B 417-443
B- 398-416
C 375-397
D 350-374
While the assigned cases will provide a substantial basis for the class discussion, I will collect a
limited number of these cases (2 cases as noted above). I do expect that students will devote the
same time and effort to all cases whether they are collected or not. If students do not complete
the analyses for all cases, the class discussion will be far less beneficial and interesting. All
collected, assigned cases (2 maximum) must be submitted at the beginning of class. Those
students attending live must submit a hard copy. Online and video students must submit their
cases by email (both to Iryna and me) prior to the beginning of the class. Specific instructions
will follow at a later date as we get closer to the course start date after Iryna has set up email drop
boxes. Please note that these boxes will not accept late submissions. While collaboration and
discussions with other students is encouraged, each student must complete his/her own assigned
case. If the student is unable to attend a class, the student is expected to send the instructor the
assignment via e-mail no later than the due date. The best way to contact me is through e-mail. I
reserve the right to lower the scale in the student’s favor.
Calculators may be used.
Examinations and other course requirements must be completed or presented when due
except by prior arrangement with me.
Students are expected to understand and maintain the highest level of academic honesty.
Consistent with Harvard University policy and as indicated in the School’s catalog at
page 233, academic dishonesty will not be tolerated. Attendance will be taken each class.
Obtain notes etc. if you miss class.
As you would in your professional life, please arrive on time and ready to work.
Project:
Turnaround with mergers and acquisition
This is a project that you will be working on throughout the semester. Students may
complete the project individually or with a partner of her or his choosing. The goal is to analyze
a company that has overcome serious challenges by using merger, acquisition, asset sale, equity
carve out, financial restructuring and so on, techniques. Alternatively, a student may choose to
propose a hypothetical transaction rather than one that has actually occurred.
If you choose to evaluate a transaction that has already happened, the project consists of
three (3) sections:
1. Section I: The crisis: what is the nature and origin of the trouble?
2. Section II: The Management solution: how the management turned around the company’s
fortunes?
3

4. 3. Section III: Your evaluation: what is your assessment of the strategy and execution of
turnaround, is there anything that you would have done differently?
If you choose to propose a transaction that has not happened, the project consists of two
(2) sections:
1. Section I: The crisis: what is the nature and origin of the trouble?
2. Section II: The Management solution: how would your management team will turn around
the company’s fortunes including an analysis of the regulatory issues, the acquisition and
implementation plan including the deal financing, a discussion of your valuation and pricing of
the deal, any alternative methods that were considered, tax and accounting concerns and any
unique characteristics of the deal including bankruptcy or cross border issues.
Students should probably not consider financial services companies such as banks,
insurance, or leasing companies as we will not be addressing how to address these types of firms.
Furthermore, it is recommended that students not select airlines due to the extensive use of
equipment leasing, which creates challenges not adequately addressed in the course. Once a
student has selected a transaction, she/he should submit is to me.
INSTRUCTIONAL METHOD AND COURSE INFORMATION:
General:
This course will be presented using class discussion and problem/case solving. The
primary educational resource for the course will be a text book and related problems and cases.
My expectation is that students will have read the background materials in the text and the cases
and be prepared, in class, to discuss the various issues and questions raised in the cases. It is my
expectation that there will be a substantial amount of student participation.
As you may know from your previous experiences, successful class discussions depend
upon active, effective participation of the student. You must get involved and take the primary
responsibility for your learning. It is my expectation that you will accept and maintain the
ownership of the class discussions. Both the student and the faculty member must establish a
commitment to the process. On the student side, each of you must be committed to the “4Ps”:
1. Preparation – If the student does not read and analyze the class
materials and attempt to solve the assigned problems, the discussion will
mean very little.
2. Presence – If a student is not present, she or he cannot learn and more
important, cannot add her or his unique thoughts and insight to the
discussion.
3. Promptness – Students who enter the classroom late disrupt the
discussion and deprecate the decorum of the process.
4. Participation – Each student’s learning is best facilitated by regular
participation. More importantly, the student has a responsibility to share
his or her understanding and judgment with the class to advance the
group’s collective skills and knowledge.
The faculty member also must commit to the process by: (1) careful and complete
preparation for the classroom experience, (2) concern and attention to the student, and (3) striving
to make the course a satisfying development experience.
My expectation is that each of you is a developing professional. As is the case in the
workplace, each of you is ultimately responsible for your individual success. I am very interested
and willing to facilitate this process both in the class as well as outside the class. Please
4

5. communicate with me immediately, if you are having difficulty understanding the material or if
you are having any issues that impact your ability to attend class and fully participate. Email is
probably the best method.
I anticipate using the course website to post items of interest including announcements,
articles, weekly PowerPoint presentations, case questions, assignment changes etc. Please get in
the habit of reviewing it often and download materials for class. I may also be distributing
materials in class. It is your responsibility to obtain these on a timely manner if you miss a class.
Class Attendance and Participation: (Information below may be modified due to
technology or other issues)
Given that there may be several course delivery options available for this course, the
attendance and participation policy must reflect those options.
For students planning on physically attending the class, I encourage regular attendance
and participation each week. For those students viewing the class on line, you may participate by
sending in questions or comments during class. We anticipate addressing these questions, as best
we can, during the class. We may “bundle” several questions and respond to them either live or
electronically. If you are viewing the video subsequent to the live presentation, please send
questions and comments to the Discussion section of the course website as soon as possible.
These will be answered as soon as possible, typically within 24 hours. Given that this is the first
time this course has been offered using multiple delivery options there will likely be glitches in
the process. Anticipating that there will be some technology and other issues, I am requesting
that once a student has decided on the delivery option (live, online or video) that he or she
continue with that option for the duration of the course. For those students electing the video
option or the online option who may be unable to participate due to time differences, the
participation grade may need to be reallocated.
General Rules (For live and local online students):
Students enrolled in the “live” class are expected to attend each class. As a general rule,
given the relative weight of class participation in your overall grade, students who have missed
two or more classes should not expect to successfully complete this course. My expectation is
that those students (for the lack of a better term – local students) who are enrolled in the online
course and able to view the course contemporaneously will participate by responding to or asking
questions during the class. Given that this is the first time the course is being offered in multiple
formats, the success of my expectations will be determined as the course progresses. Bottom
line: somehow we will figure it out.
Significant student interaction and meaningful participation are expected each class.
Each student should be fully prepared to discuss the assigned materials and to participate fully
each day of class. Learning to speak clearly and succinctly on an impromptu or informal basis in
large groups is an essential skill that needs to be developed in whatever career the student
pursues. In the workplace environment, we are often judged as much by what we don’t say as by
what we do. Under no circumstances will a student have to feel concerned about being
embarrassed in front of their classmates. In-class discussion will always be treated in a
professional, non-threatening manner.
In the absence of active participation, the professor will call on students. Active
participation is defined to include both questions and comments. To receive the maximum
5

6. number of points in this category, the student will be expected to participate during every class.
The quality of both questions and comments will receive greater weight than frequency in
determining the final participation point score. Obviously, the student must attend class in order
to get the maximum number of points.
Assignments must be completed using Word and Excel, if appropriate. An integral part
of the learning process in any business course is attempting to apply theory to practice. Your
solutions must be submitted at the beginning of class. You may make handwritten, revision,
edits or correction to your case submission. For obvious reasons, handwritten casework
will not be accepted. Please retain a copy of your original work.
Tentative Class Schedule – See comment above in Course Description
Week Subject Class Preparation
Week 1 1. Course overview Required Reading:
1/26 2. Introduction to M&A 1.Chapters 1 Introduction to Mergers and
a. What is the success Acquisition.
rate? 2.Read New York Times Case #207113 and
b. Why do they occur? answer the questions posted in the course
c. What are the key website under Case Questions.
characteristics of 3. Read materials on website related to
mergers & Genzyme/Sanofi acquisition.
acquisitions that meet 4. Please complete the Student Information
expectations? Sheet posted on website.
d. Future of M&A
activity
.
Week 2 1. Discuss impact of federal Required Reading: Chapters 2 and 3 and
2/2 and international laws Valuing the AOL Time Warner Merger #802098
pertaining to M&A. and Ropes & Gray, Alert- FTC and DOJ
2. Common Takeover Announce New HSR Rules and Form.
Tactics and Defenses
3. M&A Process – Planning
on developing business
and acquisition plans.
Week 3 1. M&A Process – Required reading: Chapter 4 and 5 and Upjohn
2/9 Implementation and Company #197034.
Integration.
Week 4 1. Acquisition Process: Required Reading: Chapters 6 and Leading
2/16 Search through Closing Corporate Renewal #KEL422
Week 5 1. Discounted Cash Flow Required reading: Chapter 7
2/23 Valuation Methodologies
Week 6 1. Relative Valuation Required Reading: Chapter 8
3/1 Methodologies Mercury Athletic #4050 (Guest Speaker)
6

7. Week 7 1. Application of Financial Required Reading: Chapter 9 and Spyder Active
3/8 Modeling Techniques to Sports #206027
M&A
Week 8 1. Analyzing Privately Held Required Reading: Chapter 10 (Guest Speaker)
3/22 Companies Senior Director EMC M&A, Whitney, Cherie
and Attorney Joe Frasca (8:30-9:30PM)(1hour
or 30 min if no questions )
Week 9 1. Deal Structuring. Required Reading: Chapter 11 and Kohler
3/29 Payment and Legal Company #205034
Considerations
Week 10 1. Deal Structuring Cont’d.: Required Reading: Chapter 12 Read Harvard
4/5 Tax and Accounting Law School Forum Article, Can Treasury
Exempt its Own Companies From Tax? The $45
Billion GM NOL Carryforward. Senior Vice
President Philips M&A Bernaert, Arnaud
(7:30-8:30 or 9:30PM)(1-2 hours)
Week 11 1. Financing Transaction: Required Reading: Chapter 13
4/12 Private Equity, Hedge
Funds and LBOs.
Week 12 1. Joint ventures, Required Reading: Chapter 14 and Keane’s
4/19 partnerships and strategic Acquisition of Metro Information Services
alliances. #103-042 Managing Director, BlackStone
Group Chris Pasko (7:30-9:30PM
Week 13 1. Alternative Exit and Required Reading: Chapter 15 Director
4/26 Restructuring Strategies Internationale M&A Consulting Itility
(Netherlands)Edo Koevoet (8:30-9:30PM)(1
Hour)
Week 14 2. Alternative Exit and Required Reading: Chapter 16 and Adelphia
5/3 Restructuring Strategies: Communications #208071
Reorganizations etc.
Week 15 1. Cross Border Mergers. Required Reading: Chapter 17 and Lion Capital
5/10 and Blackstone #807005 and PwC LLP
video/slides, Successful Deal Execution in
Emerging Mkts.
ABOUT YOUR INSTRUCTOR: Faculty member Rensselaer Polytechnic Institute-Lally
Graduate School of Management. Also teach CPE/CLE for CPAs and attorneys. Member of the
Finance and Accounting/Management Departments at Harvard Business School and faculty of
Arts and Sciences at Harvard University. Member of adjunct law faculty teaching Accounting for
Lawyers.
Practicing CPA and attorney with Big 4 CPA/law firms - Pricewaterhouse Coopers and Ernst &
Young LLP as well as mid-sized professional service firms. Currently, consultant to Boston
CPA firm that provides M&A services in Mexico, North and South America for one of the largest
multinational companies in the world. Diverse client list including large international companies,
professional sports teams, athletes, partnerships and small single owner firms. Previously, CFO
7

8. of large revenue bond authority (Massport) and controller and divisional CFO of publicly traded
company. This company identified, negotiated, implemented and integrated the acquisition of
approximately two hundred companies in the United States and Canada. BS – Bentley; MBA -
Boston College; JD –Suffolk Law; LLM Tax (grad law) –BU Law.
8