Silicon Valley Business School

Contents of SVBS Course: Mergers & Acquisitions

Mergers and acquisitions are significant transactions in the high-technology sector. In this module, students gain an understanding of how company acquisitions are engineered, the transactions are negotiated and structured. The benefits and costs of an acquisition are discussed and contrasted with other forms of exit for company founders.

Learning Objectives and Outcomes

Upon completion of this course you will be able to:

Recognize the advantages and disadvantages of various exits for startup investors, including sale of the company in an M&A transaction and IPO.
Explain how merger and acquisition transactions are structured, and why triangular approaches are often adopted to limit liabilities and minimize tax exposure.
Identify the steps in the merger/acquisition process, including the process of preparing a company for sale, due diligence and the roles of the officers, brokers and bankers in the M&A transaction.
Identify the various exit routes targeted by startup ventures.
Describe how patent and intellectual property sale transactions are structured.
Understand the role of private equity buyers in the merger/acquisition marketplace.


Course Sections

The course is organized into the following sections:

M&A: How Mergers and Acquisitions are Structured
M&A: The Merger & Acquisition Process
M&A: Alternative Routes and Exits for Startup Ventures
M&A: Avoiding Unintentional Poison Pills
M&A: Valuation for M&A Transactions
M&A: Case Study of a High-Tech M&A Exit
M&A: The Broker/Intermediary
M&A: Patent Asset Sale
M&A: Private Equity Acquirers
M&A: Due Diligence in M&A Transactions
M&A: Escrow
M&A: Hostile Takeovers
M&A: Making the Decision to Sell a Company
M&A: Acquiring a Company

M&A: The Merger & Acquisition Process
  • Video ~ Expectations of Selling Your Business
  • Video ~ Build Relationships with Big Companies
  • Video ~ Preparing a Company for the M&A Process: Part 1
  • Video ~ Preparing a Company for the M&A Process: Part 2
  • Video ~ Preparing a Company for the M&A Process: Part 3
  • Video ~ Good Times & Bad Times During the Deal Cycle
  • Video ~ Negotiating a Deal When Selling Your Company
  • Video ~ Maintaining Bargaining Power in the M&A Process: Part 1
  • Video ~ Maintaining Bargaining Power in the M&A Process: Part 2
  • Video ~ Maintaining Bargaining Power in the M&A Process: Part 3
  • Video ~ Role of the CEO in the M&A Process: Part 1
  • Video ~ Role of the CEO in the M&A Process: Part 2
  • Video ~ Role of the CEO in the M&A Process: Part 3
  • Reading -- Pages 351-377 Zero-to-IPO
  • Companies have been bought and sold for centuries and a sophisticated merger and acquisition (M&A) industry has developed to cater to the needs of buyers and sellers in all lines of business.

    M&A: How Mergers and Acquisitions are Structured
  • Video ~ M&A Structures
  • This voice narrated slideshow looks at the various ways one corporation can merge with or acquire another.

  • Video ~ Takeovers
  • Video ~ Earn-out Advice When Selling Your Company
  • Reading ~ The Triangular Merger
  • In a triangular merger, the acquirer creates a wholly-owned subsidiary, which in turn merges with the selling entity. The selling entity then liquidates. The acquirer is the sole remaining shareholder of the subsidiary.

  • Reading ~ Forward Triangular Merger
  • Reading ~ Reverse Triangular Merger
  • Optional Reading ~ Mechanics of an Acquisition
  • Reading ~ Top Ten Issues in M&A Transactions
  • M&A: Making the Decision to Sell a Company
  • Video ~ M&A Decision Making Process for Sellers
  • Video ~ Shortform Merger
  • Video ~ Duty to Auction
  • Following a 1986 Delaware case, involving Revlon, when a company is for sale, the board of directors has a duty to act as auctioneer. The board is required to engage with interested buyers in order to get the best price and the best possible terms for all the company’s stakeholders.

  • Video ~ Business Judgment Rule in M&A
  • Video ~ When to Sell Your Business
  • In this video, you will get acquainted with tips on how to identify the best time and ways to sell your business.

  • Video ~ The Timing of Selling Your Business
  • Video ~ Deciding on Selling Your Company
  • Video ~ Four Advice Tips for Selling Your Business
  • Video ~ Why Early Stage Acquisitions are So Complicated
  • Reading ~ What Stockholder Approval Is Necessary To Sell A Company?
  • This article outlines the stockholder vote requirements for a merger under Delaware law and California law.

  • Reading ~ Who's The Boss? The Role of Boards and Shareholders in US M&A Transactions
  • This article provides an insight into the issues relating to board control in U.S. M&A transactions.

  • Reading ~ Revlon Rule
  • When selling a company, the board of directors has a duty to become "auctioneers" charged with getting the best price for the shareholders.

  • Optional Reading ~ Revlon Duties
  • M&A: Acquiring a Company
  • Video ~ Q&A with Peter Hewitt on Acquisitions from the Buyer's Perspective
  • What are the steps in the acquisition process?

  • Video ~ Leveraged Buyouts (LBO's)
  • M&A transactions do not always involve large corporations taking over smaller companies. Through borrowed money, a “Leveraged Buyout”, allows a relatively small buyer to acquire a relatively large target company.

  • Video ~ M&A Decision Process for Buyers
  • Video ~ Eight Ways to Successfully Acquire a Small Business
  • Reading ~ Doing the Shareholder Sidestep
  • Optional Reading ~ The Acquisition of Control of a U.S. Public Company
  • M&A: Alternative Routes and Exits for Startup Ventures
  • Video ~ Alternative Routes & Destinations
  • This voice narrated slideshow looks at the life of a startup in the context of a journey. It explores the exit routes, liquidation events and strategies for entrepreneurs to consider on the startup journey.

  • Video ~ Exits Elusive for Venture Capital Backed Startups
  • This video explains how startup exits from M&A dipped in 2011 and how the IPO climate makes for difficult times for venture investors.

  • Book ~ Zero-to-IPO
  • The book, Zero-to-IPO, written by David Smith, plots out the life of a high-tech startup in the context of a journey. The journey starts at Zero with the formation of a private company to commercialize a new technology or invention. This journey terminates when the company reaches its destination, and ceases to exist as a private, independent corporation—at IPO, Acquisition or Shutdown.

  • Download Book: Dollar Value
  • The book, Dollar Value, written by David Smith, describes the techniques used to assess real-world valuations of technology-oriented assets and explains how the prices offered by buyers looking to acquire the ideas and productions of inventors, creators, developers and entrepreneurs can be predicted with some accuracy.

  • Slideshow Handout ~ Mergers & Acquisitions
  • Slideshow Handout ~ Alternative Routes & Destinations
  • PDF slides for the learning material titled: "Video ~ Alternative Routes & Destinations".

    M&A: Avoiding Unintentional Poison Pills
  • Video ~ Avoiding Unintentional Poison Pills
  • Slideshow Handout ~ Avoiding Unintentional Poison Pills
  • PDF slides for the learning material titled: "Video ~ Avoiding Unintentional Poison Pills".

    M&A: Valuation for M&A Transactions
  • Video ~ Valuation ~ Mergers & Acquisitions
  • Video ~ Valuation ~ Weighted Average
  • There are various techniques available for valuing a company. Some can produce inaccurate valuations in certain situations. Reviewing several valuations produced by various methods and calculating a weighted average may produce a figure that eliminates some of the extreme value assessments.

  • Video ~ Valuation ~ When to Talk Price
  • Video ~ Patent Valuation
  • This voice narrated slideshow looks at techniques for assessing the market value of a patent under various scenarios.

  • Reading ~ Dollar Value ~ Pages 20-33
  • Slideshow Handout ~ Company Valuation
  • Slideshow Handout ~ Patent Valuation
  • PDF slides for the learning material titled: "Video ~ Patent Valuation".

    M&A: Case Study of a High-Tech M&A Exit
  • Video ~ Q&A with Imin Lee, Cisco Employee who Formed a Startup Company and Later Sold It to Cisco
  • M&A: The Broker/Intermediary
  • Video ~ Q&A with Mike Sipe, Merger & Acquisition Broker
  • Video ~ Presentation by Brad Gevurtz on Mergers, Acquisitions, IPO's and Capital markets
  • Video ~ Startups & Securities ~ Why Brokers Must be Licensed
  • Video ~ Broker Explains Why Sellers Need a Broker
  • Video ~ Tips to Sell Your Company and Exit Successfully
  • Video ~ Differences between Business Brokers, M&A Advisors, Investment Bankers & Exit Planners
  • Slideshow Handout ~ Startups & Securities
  • Reading ~ Broker-Dealer Registration
  • M&A: Patent Asset Sale
  • Video ~ Selling Your Patent
  • This voice narrated slideshow identifies what is involved in selling a patent, and what patent holders can expect when they embark on the process of approaching potential patent buyers.

  • Video ~ Negotiating Patent Purchase (Asset Sale) Agreements
  • Video ~ The License Back: Sell Patents, then Sell the Company?
  • Video ~ Infringed Patents Sell
  • Slideshow Handout ~ Selling Your Patent
  • PDF slides for the learning material titled: "Video ~ Selling Your Patent".

  • Slideshow Handout ~ Negotiating Patent Purchase (Asset Sale) Agreements
  • M&A: Private Equity Acquirers
  • Video ~ Private-Equity-Shopping-Spree
  • Video ~ Leveraged Buyouts and Private Equity
  • Video ~ Private Equity at Work: What is Carried Interest?
  • Private equity is an important driver of economic growth in the US with firms investing hundreds of billions of dollars into the U.S. economy each year. However, there are a lot of misconceptions about the industry. This is a video about a commonly misunderstood aspect of private equity: carried interest.

  • Video ~ Inside the Private Equity Game
  • Reading ~ Private Equity: Changing Perceptions And New Realities
  • M&A: Due Diligence in M&A Transactions
  • Video ~ Due Diligence During the M&A Process: Part 3
  • Video ~ Due Diligence During the M&A Process: Part 1
  • Video ~ Due Diligence During the M&A Process: Part 2
  • Reading ~ Due Diligence Checklist - Being Acquired
  • If you have been approached by a potential acquirer of your business, you can expect that the acquirer will want to conduct a detailed "due diligence investigation" of your company's finances and operations.

  • Reading ~ 20 Key Due Diligence Activities In A Merger And Acquisition Transaction
  • This article provides a summary of the most significant legal and business due diligence activities that are connected with a typical M&A transaction.

    M&A: Escrow
  • Reading ~ Holdback
  • A holdback is a sum of money that remains unpaid as reserve to cover certain contingencies. In merger and acquisition transactions, the buyer usually requires a proportion of the purchase price be held back in an escrow account to cover unforeseen costs that might arise after the acquisition transaction has been completed.

  • Reading ~ M&A Hold Back Escrow Report
  • This report presents the findings of a study regarding holdback escrow accounts used in merger and acquisition transactions.

  • Reading ~ Profile of Firm Providing Professional Escrow and Shareholders Representative Services
  • Reading ~ Holdback Escrows in M&A Transactions
  • A Merger and Acquisitions (“M&A”) holdback escrow, where a portion of the purchase price of an acquisition is placed in a third party escrow account to serve as security for the buyer, is a common element in structuring business acquisitions, whether the transaction is an asset or stock sale, or a merger.

    M&A: Hostile Takeovers
  • Video ~ Hostile Takeovers
  • Video ~ Tender Offers
  • Video ~ Poison Pills
  • Video ~ Lawful Management Defenses to Hostile Takeovers
  • Video ~ Unlawful Management Defenses to Hostile Takeovers
  • Video ~ Appraisal Remedy for Dissenting Shareholders
  • When the target shareholders disagree with a merger, and vote against the merger, but the merger takes place anyway, these dissenting shareholders have a right to an "Appraisal Remedy", whereby the buyer pays the dissenting shareholders fair market value for their shares in cash.

  • Video ~ What is a Leveraged Buy Out?
  • Reading ~ Tender Offer
  • Certificate Course
    This certificate tracks your progress and tests you in each section. Once you have passed all the quizzes, submitted an assignment and reviewed all the materials, you will be awarded a certificate of completion.