Deals The Economic Structure of Business Transactions
Produktdetaljer
Biografisk notat
Michael Klausner is Nancy and Charles Munger Professor of Business and Professor of Law at Stanford Law School, specializing in corporate law and financial regulation. Guhan Subramanian, Joseph Flom Professor of Law and Business at Harvard Law School and Douglas Weaver Professor of Business Law at Harvard Business School, is the author of Dealmaking: The New Strategy of Negotiauctions.In plain language, with frequent use of real-world case studies, the book explores how all dealsâfrom biotech-pharma collaborations to technology licenses to earnouts in mergers and acquisitionsârespond to fundamental economic challenges. By better understanding these beneath-the-surface dynamics, Klausner says, dealmakers can address issues that may not be initially apparent and unlock greater value.
- Monica Schreiber, Stanford Lawyer
Klausner and Subramanianâs book will be an invaluable resource for anyone who wants to understand real-world contracts and deals. The authors present many interesting cases and skillfully use basic economic ideas to understand them. There are many insights for practitioners, but academics will also learn a great deal and will be stimulated to refine their theories.
- Oliver Hart, winner of the Nobel Prize in Economics and Lewis P. and Linda L. Geyser University Professor, Harvard University,
This book is critical for anyone interested in exploring how structuring and negotiating a deal is more than a zero-sum gameâthat sophisticated transactional professionals can create value. Using real case studies of deals covering a wide range of industries, Klausner and Subramanian make complex economics a tractable tool. The result is a theoretically rich and yet practical resource for deal practitioners.
- Ronald J. Gilson, Stern Professor of Law and Business, Emeritus, Columbia Law School, and Meyers Professor of Law and Business, Emeritus, Stanford Law School,
Whether you are newly enrolled in business or law school, a seasoned professional in finance, or a curious reader intrigued by the inner workings of deals that make the headlines, this is an indispensable volume to have on your bookshelf.
- Stephen R. Munger, Chairman, Global M&A, Morgan Stanley & Co.,
All business transactionsâfrom a relatively straightforward acquisition to the most complex mergerâshare a set of simple and elegant underlying economic structures. The key to optimal dealmaking lies in focusing on the key economic drivers and not getting distracted by all the other noise. There is no better guide for this than Klausner and Subramanianâs book.
- Barry Volpert, cofounder and CEO, Crestview,
Drawing on real-life cases from a wide range of industries, two acclaimed experts offer a sophisticated but accessible guide to business deals, designed to maximize value for your side.
Business transactions take widely varying formsâfrom multibillion-dollar corporate mergers to patent licenses to the signing of an all-star quarterback. Yet every deal shares the same goal, or at least should: to maximize the joint value created and to distribute that value among the parties. Building on decades of experience teaching and advising on business deals, Michael Klausner and Guhan Subramanian show how to accomplish this goal through rigorous attention to designing incentives, conveying information, and specifying partiesâ rights and obligations.
Deals captures the range of real-life transactional complexities with case studies covering Microsoftâs acquisition of LinkedIn, Scarlett Johanssonâs contract dispute with Disney over the release of Black Widow, litigation surrounding LVMHâs pandemic-disrupted acquisition of Tiffany, the feud between George Norcross and Lewis Katz over ownership of the Philadelphia Inquirer, NBC/Viacomâs negotiation with Paramount over the final three seasons of Frasier, and many more. In clear, concise terms, Klausner and Subramanian establish the basic framework of negotiation and the economic concepts that must be addressed in order to maximize value. They show how to tackle challenges, such as information asymmetry between buyer and seller, moral hazard, and opportunistic behavior. And the authors lay out responses to common risks associated with long-term contracts, emphasizing that a dealâs exit rights should be carefully considered at the start of transaction design.
Unique in its practical application of economic theory to actual dealmaking, this book will be an indispensable resource for students and for professionals across the business and legal world.