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Of course, I owe a very great debt of thanks to colleagues, friends, assistants, and students who have contributed to this work. First, I thank greatly those who read and commented on chapters. Professor Andrew Wicks of Darden commented on Chapter 2. Professor April Triantis of the University of Virginia School of Law, Professor Diane Denis of the Krannert School of Management, Purdue University, and Frank M. Conner III of Alston and Bird LLP commented on chapters dealing with legal issues. Chris Meyer, an antitrust lawyer, commented on the chapter on antitrust. Professor Gary Blemaster of Georgetown University commented on some of the valuation chapters. Messrs. Norman Siegel and D. French Slaughter, and Professors Luann Lynch, Paul Simko, and Robert Sack commented on various editions of the tax and accounting chapters. Professor Dana Clyman gave helpful suggestions on the chapters dealing with negotiations and auctions. Miguel Palacios commented on chapters on liquidity and control, and cross-border valuation. Professor Bernard Dumas of INSEAD gave helpful comments on the chapters on cross-border valuation. Michael McCloskey and Bill Snider of Legent Corporation commented on the chapters on search and due diligence. Professor Ben Esty of Harvard offered helpful comments on the materials related to contingent forms of payment. Bart Crawford, Dave Edinger, and Jim Kingdon supported the development of materials on merger search and graciously allowed the presentation of some of their materials in Chapters 7 and 29. Ali Fatemi and Keith Howe, editors of Journal of Applied Finance, permitted me to excerpt and expand on my article published in their journal (Bruner 2002) that has emerged as Chapter 3. Similarly, Joseph O’Donoghue and Donald Grunewald permitted the republication of an article by Donald Benson, Robert Harris, and myself (1990) as Chapter 34—this article appeared in their book.² Marcel Ospel, Peter Wuffli, and their colleagues at UBS A.G. cooperated in my field research that produced Chapter 36 on postmerger integration. And David Tucker cooperated in the development of the case study on General Electric in Chapter 37.

I am very thankful for the contributions of my able research assistants, who read and commented on the chapters and prepared questions for the book and associated workbook under my direction. The principal assistant for this project was Jessica Chan. Bright, patient, and a tenacious researcher, she showed great care and dedication in her work. Jessica led a team consisting of herself, Christine Shim, and Baocheng Yang. Christine was especially creative in framing financial problems in realistic terms; she is a champion wordsmith. Baocheng was the champion quant, contributing analytic care, modeling, and real option valuation. The complementary efforts of the three assistants lent flair and precision to the book. I must also recognize Frank Wilmot, research librarian at Darden, who gave excellent support in obtaining sometimes obscure data and references. I am truly grateful to them for the creativity and exceptionally hard work they brought to the project. Many of the illustrations in this book draw on the efforts of my earlier research assistants.³

I especially recognize Kristen S. Huntley, formerly managing director at Morgan Stanley, where she served clients in the Financial Institutions Group and was executive director of mergers, acquisitions, and restructurings in London. She suggested a number of the topics that appear here and also read and commented on many chapters. Since 2001, she and I have co-taught Darden’s MBA course on mergers and acquisitions.

Thanks go to co-authors whose work with me appears directly or in summary form here: Donald Benson, Samuel Bodily, Richard Brownlee, Susan Chaplinsky, Petra Christmann, Robert Conroy, Kenneth Eades, Gregory Fairchild, Robert Harris, Pierre Jacquet, Lynn Paine, Miguel Palacios, Robert Spekman, and Scott Stiegler. A number of students and assistants wrote case studies under my direction; they are recognized in each chapter. All these colleagues contributed both stimulating ideas and encouragement to this volume.

This project would not have been possible without the financial support of the University of Virginia Darden School Foundation and the Batten Institute. In particular, I thank Professor S. Venkataraman, director of research, and associate dean Mark Reisler for their timely assistance. I was encouraged and stimulated by many colleagues: Yiorgos Allayannis, Karl-Adam Bonnier, Susan Chaplinsky, John Colley, Bob Fair, Jim Freeland, Sherwood Frey, Jud Reis, Michael Schill, and William Sihler. Darden’s deans have been especially supportive: John Rosenblum, Lee Higdon, Ted Snyder, and Bob Harris. I am grateful to the staff of the Batten Institute for their excellent professional support during preparation of the manuscript: Robert Carraway, Trienet Coggeshall, Melissa Collier, Debbie Fisher, Susie Gainer, Donna Gowen, Steve Mendenhall, Gayle Noble, Elizabeth O’Halloran, C. Ray Smith, and S. Venkataraman.

Colleagues at other schools gave insights and encouragement. I am grateful to the following persons (listed with the schools with which they were associated at the time of my correspondence or work with them):

Raj Aggarwal, John Carroll

James Ang, Florida State

Paul Asquith, M.I.T.

Carliss Baldwin, Harvard

Geert Bekaert, Stanford

Gary Blemaster, Georgetown

Rick Boebel, Univ. Otago, New Zealand

Andrew Boynton, IMD

Michael Brennan, UCLA

Duke Bristow, UCLA

Kirt Butler, Michigan State

Richard Caves, Harvard

Don Chance, VPI&SU

Andrew Chen, Southern Methodist

Donald Chew, Stern, Stewart

John Coates, Harvard Law

Thomas E. Copeland, McKinsey

Chuck Cory, Morgan Stanley

Dave Daetz, Symantec

Jean Dermine, INSEAD

Michael Dooley, UVA Law

Bernard Dumas, INSEAD

Klaus Durrer, UBS

Peter Eisemann, Georgia State

Javier Estrada, IESE

Ben Esty, Harvard

Thomas H. Eyssell, Missouri

Ali Fatemi, DePaul

Pablo Fernandez, IESE

Kenneth Ferris, Thunderbird

John Finnerty, Fordham

Steve Foerster, Western Ontario

Jon Freedman, GE

Bill Fulmer, George Mason

Louis Gagnon, Queens

Dan Galai, Jerusalem

Ronald Gilson, Stanford and Columbia

Stuart Gilson, Harvard

Robert Glauber, Harvard

Mustafa Gultekin, North Carolina

Benton Gup, Alabama

Jim Haltiner, William & Mary

Rob Hansen, VPI&SU

Larry Harris, SEC and USC

Philippe Haspeslagh, INSEAD

Pekka Hietala, INSEAD

Rocky Higgins, Washington

Pierre Hillion, INSEAD

Laurie Simon Hodrick, Columbia

Keith Howe, DePaul

John Hund, Texas

Daniel Indro, Kent State

Thomas Jackson, UVA Law

Pradeep Jalan, Regina

Michael Jensen, Harvard

Sreeni Kamma, Indiana

Steven Kaplan, Chicago

Andrew Karolyi, Western Ontario

Carl Kester, Harvard

Herwig Langohr, INSEAD

Ken Lehn, Pittsburgh

Josh Lerner, Harvard

Saul Levmore, UVA Law

Scott Linn, Oklahoma

Dennis Logue, Dartmouth

Timothy Luehrman, Harvard

Paul Mahoney, UVA Law

Paul Malatesta, Washington

Felicia Marston, UVA (McIntire)

Ronald Masulis, Vanderbilt

Stewart Mayhew, SEC

John McConnell, Purdue

Catherine McDonough, Babson

Wayne Mikkelson, Oregon

Michael Moffett, Thunderbird

Nancy Mohan, Dayton

Ed Moses, Rollins

Charles Moyer, Wake Forest

David W. Mullins Jr., Harvard

James T. Murphy, Tulane

Chris Muscarella, Penn State

Robert Nachtmann, Pittsburgh

Ralph Norwood, Polaroid

Robert Parrino, Texas (Austin)

Luis Pereiro, Universidad Torcuato di Tella

Pamela Peterson, Florida State

Gordon Philips, Maryland

Tom Piper, Harvard

Michael Porter, Harvard

John Pringle, North Carolina

Jack Rader, South Florida and FMA

Ahmad Rahnema, IESE

Al Rappaport, Northwestern

Raghu Rau, Purdue

David Ravenscraft, North Carolina

Henry B. Reiling, Harvard

Lee Remmers, INSEAD

Jay Ritter, Michigan

Richard Ruback, Harvard

Art Selander, Southern Methodist

Israel Shaked, Boston

Dennis Sheehan, Penn State

Betty Simkins, Oklahoma State

Scott Smart, Indiana

Luke Sparvero, Texas

Michael Spence, Harvard

Laura Starks, Texas

Jerry Stevens, Richmond

John Strong, William & Mary

Marti Subrahmanyam, NYU

Sudi Sudarsanam, City University

Anant Sundaram, Thunderbird

Rick Swasey, Northeastern

Bob Taggart, Boston College

Anjan Thakor, Indiana

Thomas Thibodeau, Southern Methodist

Walter Torous, UCLA

Max Torres, IESE

Nick Travlos, ALBA

Alex Triantis, Maryland

George Triantis, UVA Law

Lenos Trigeorgis, Cyprus

Suzanne Trimbath, Milken Institute

George Tsetsekos, Drexel

Peter Tufano, Harvard

Nick Varaiya, San Diego State

Theo Vermaelen, INSEAD

Michael Vetsuypens, Southern Methodist

Claude Viallet, INSEAD

Ralph Walkling, Ohio State

Ingo Walter, NYU

J. F. Weston, UCLA

Kent Womack, Dartmouth

Karen Wruck, Ohio State

Marc Zenner, North Carolina

Luigi Zingales, Chicago

I am also grateful to the following practitioners (listed here with affiliated companies at the time of my work with them):

Tanja Aalto, Houlihan, Lokey

Max Boot, Wall Street Journal

W. L. Lyons Brown, Brown-Forman

Bliss Williams Browne, First Chicago

Daniel Cohrs, Marriott

Dan Coleman, Fleet Boston

Chuck Cory, Morgan Stanley

Klaus Durrer, UBS

Ty Eggemeyer, McKinsey

Geoffrey Elliott, Morgan Stanley

Catherine Friedman, Morgan Stanley

James Gelly, General Motors

Ed Giera, General Motors

Denis Hamboyan, Bank Boston

Betsy Hatfield, Bank Boston

David Herter, Fleet Boston

Tod Hibbard, Fleet Boston

Christopher Howe, Kleinwort Benson

Thomas Jasper, Salomon Brothers

Scott Johnson, Ober Kaler

Andrew Kalotay, Salomon Brothers

Eric Linnes, Kleinwort Benson

Hugh McColl, Bank of America

Mary McDaniel, SNL Securities

Jean McTighe, BankBoston

Angelo Messina, United Technologies

David Meyer, J.P. Morgan

Dennis Morgan, Yahoo!

Lin Morison, BankBoston

John Muleta, PSINet

John Newcomb, BankBoston

Ralph Norwood, Polaroid

Tim Opler, Lehman Brothers

Michael Pearson, McKinsey

Nancy Preis, Kleinwort Benson

Christopher Reilly, S.G. Warburg

Gerry Rooney, NationsBank

Emilio Rottoli, Glaxo

Jonathan Rouner, CSFB

Craig Ruff, AIMR

Barry Sabloff, First Chicago

Katrina Sherrerd, AIMR

Kirsten Spector, BankBoston

Martin Steinmeyer, MediMedia

Stephanie Summers, Lehman Brothers

Sven-Ivan Sundqvist, Dagens Nyheter

Peter Thorpe, Citicorp

Katherine Updike, Excelsior

Carlos Valle, Merrill Lynch

Manoj Verma, Yahoo!

David Wake Walker, Kleinwort Benson

Elizabeth Wells, SNL Securities

Ulrich Wiechmann, UWINC

Scott Williams, McKinsey

Bill Wright, Morgan Stanley

Harry You, Salomon Brothers

Marc Zenner, Salomon Smith Barney

I am very grateful to the staff of the Darden School for its support in this project. Excellent editorial assistance at Darden was provided by Stephen Smith (Darden’s unflappable editor) and Sherry Alston. Betty Sprouse gave stalwart secretarial support. Outstanding library research support was given by Karen Marsh and Frank Wilmot. The patience, care, and dedication of these people are richly appreciated.

I must also acknowledge the great support and encouragement given by my editors (and now friends) at John Wiley & Sons: Bill Falloon, senior editor, finance and investments; Melissa Scuereb, editorial assistant; Robin Factor, managing production editor; and Todd Tedesco, senior production editor. I also thank the staff at Cape Cod Compositors, who worked with the Wiley team, for their fine attention to detail. Pamela Van Giessen, executive editor, Joan O’Neil, publisher, finance and investment, and Will Pesce, president, were decisive in my commitment to embark on this project. For the vision and enthusiasm of the Wiley organization, I am very thankful.

Lewis O’Brien, permissions consultant, makes the author’s life immeasurably easier. He checked the manuscript, offered editorial advice, and ferreted out some elusive permissions to quote the material of other authors.

Of all the contributors, my wife, Barbara McTigue Bruner, and two sons, Jonathan and Alexander, have endured the greatest sacrifices for this volume. It is significantly a product of their faith, hope, and charity.

All these acknowledgments notwithstanding, responsibility for the final product is mine. I welcome suggestions for its enhancement. Please let me know of your experience with this book either through Wiley or at the coordinates given below.

Robert F. Bruner

Distinguished Professor of Business Administration and

Executive Director of the Batten Institute

Darden Graduate School of Business

University of Virginia

Post Office Box 6550

Charlottesville, Virginia 22906

United States of America

E-mail: brunerr@virginia.edu

Web site: http://faculty.darden.edu/brunerb/