OVERVIEW

The course aims at providing the skill to achieve specific results through M&A operations and the working knowledge of the techniques involved. Additionally it pertains to the accounting aspects of complex merger and acquisition transactions as a result of business combinations. The groundword for how to value a firm (fundamentals of corporate valuation) is covered. 

AIMS AND CONTENT

LEARNING OUTCOMES

The course aims at giving a framework of the main accounting concepts and logics underlying M&As and corporate valuation. Specifically, the course aims to provide technical knowledge and the use accounting information for: - valuing a firm (corporate valuation) - manage M&As through alternative perspectives (strategic, accounting and taxation)

AIMS AND LEARNING OUTCOMES

The course aims at providing the students with a solid basic knowledge of the principles and logics underpinning both the M&A and the corporate valuation. In particular, the course intends to:

• Examine the conditions for the origins and development of M&A
• Clarify the concepts of corporate valuation

The teaching methods employed will also allow for the development of multiple interdisciplinary skills, including an advanced level of functional literacy skills (through the use of teaching methods geared towards problem-based learning) and an advanced level of project creation skills (through the development by groups of students of possible operational proposals on proposed problems).

PREREQUISITES

Italian GAAP (OIC) and discounting principles

TEACHING METHODS

Traditional formats (lectures) and interactive methods based on discussion and sharing of best practices in M&A and corporate valuation, together with the teacher and practitioners. 

Group work geared towards solving proposed cases, discussed in the classroom in the presence of both professor and professionals in the field of  corporate valuation and M&As.

Students with certification of disability, specific learning disorders (DSA), or special
educational needs should contact, at the beginning of the course, both the instructor and the
Department's disability liaison, Professor Elena Lagomarsino (elena.lagomarsino@unige.it), to agree
on teaching and examination arrangements that, while respecting the objectives of the
teaching unit, take into account individual learning needs and allow the use of compensatory
tools.

SYLLABUS/CONTENT

PART I: corporate valuation

- intrinsic valuation

- core valuation techniques

- fundamentals of Discounted cash flow (DCF)

- estimation of cash flows and discount rate

- impact of taxes

- relative valuation

- special situations: emerging markets, high-growth companies, cyclical companies etc. 

- best practices and case studies 

PART II: mergers and acquisitions

- recent M&A trends

- corporate restructuring: types of M&A

- LBO

- M&A strategies

- accounting methods in M&A

- tax issues in M&A

RECOMMENDED READING/BIBLIOGRAPHY

Lessons and basic materials are in Italian because of the topic specifically concerns Italian code and Italian tax legislation. However, M&A operations and fundamentals of corporate valuation can be analyse in detail in the following selected publications:

- R.L. Brown, The concise guide to Mergers, Acquisitions and divestitures, Palgrave/MacMillan, 2007;

- P.A.Gaughan, Mergers, Acquisitions and Corporate Restructurings, 7th ed., Wiley, 2018;

- A. Damodaran, The dark side of valuation, Pearson Edu., 2010; 

TEACHERS AND EXAM BOARD

LESSONS

LESSONS START

1° semester

Class schedule

M&A AND CORPORATE VALUATION

EXAMS

EXAM DESCRIPTION

Written examination on M&A transactions followed by an oral examination on the full program.

ASSESSMENT METHODS

The final exam is based on a written assessment (regarding both theory and cases). The oral exam draws from the discussion of a short report individually prepared by the student on a real case of M&As .

The 6 CFU exam does not include the preparation of the report indicated above. Instead, the content of the syllabus remains unchange.

FURTHER INFORMATION

Prerequisites and Recommended Background

The course requires a solid recall of several concepts covered in the undergraduate courses of Financial Accounting, Commercial Law, and Tax Law. While not formally required as prerequisites, it is recommended that students attend the courses “Business Groups and Consolidated Financial Statements” and “International Accounting Standards” offered in the first year of the Master’s degree program.

Expected Learning Outcomes

Knowledge and Understanding
Students are expected to acquire appropriate knowledge and a sound understanding of the main extraordinary corporate transactions and the principal business valuation methods.

Applying Knowledge and Understanding
Students should be able to apply the acquired knowledge to analyze and solve the main issues related to business valuation and extraordinary transactions. In particular, they should be capable of determining a company's economic value using the most widely adopted valuation techniques, and of structuring extraordinary corporate transactions, taking into account the relevant legal framework, intended objectives, as well as accounting and tax implications.

Judgement Autonomy
Students are expected to develop the ability to select the most appropriate business valuation methodologies depending on the specific circumstances, to distinguish among the various objectives pursued through extraordinary corporate transactions, and to evaluate the related accounting and tax consequences.

Communication Skills
Students should acquire the technical terminology of the discipline in order to communicate clearly and unambiguously with both specialist and non-specialist audiences.

Learning Skills
Students are expected to develop adequate learning skills that enable them to remain up-to-date in a constantly evolving field, and to deepen their knowledge further in professional contexts in which they may operate.

Additional Information for Non-Attending Students

There are no differences in the syllabus or course materials between attending and non-attending students. Upon request, additional materials may be suggested for non-attending students