CODE 64537 ACADEMIC YEAR 2025/2026 CREDITS 9 cfu anno 2 AMMINISTRAZIONE, FINANZA E CONTROLLO 8706 (LM-77) - GENOVA SCIENTIFIC DISCIPLINARY SECTOR SECS-P/07 LANGUAGE Italian TEACHING LOCATION GENOVA SEMESTER 1° Semester TEACHING MATERIALS AULAWEB 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 who have valid certification of physical or learning disabilities and who wish to discuss possible accommodations or other circumstances regarding lectures, coursework and exams, should speak both with the instructor and with Professor Serena Scotto (scotto@economia.unige.it<mailto:scotto@economia.unige.it>), the Department’s disability liaison. 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 FRANCESCO GIOVANNI AVALLONE Ricevimento: Professore ordinario Curriculum vitae Dipartimento di Economia - I livello - studio 1034 Telefono: (+39) 010209 5075 E-mail: francesco.avallone@economia.unige.it Orario ricevimento: see updated info on Aulaweb 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 Agenda 2030 - Sustainable Development Goals Quality education Gender equality Decent work and economic growth