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Center for Corporate Learning

M&A Master Class

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Mergers and Acquisitions

How To Win At M&A

Registration Coming Soon

For Whom:
Executive Leadership (C-Suite corporate team members or single participants), Directors, Chief Legal Officers & General Counsel, CPAs, Attorneys, Bankers, Private Equity Professionals & Consultants involved in or foreseeing being part of a merger or acquisition.

What:
This is a hands-on comprehensive 3-day interactive and engaging workshop that teaches best practices utilized by companies that have been successful in mergers or acquisitions. This is the fourth year that the Master Class is being offered. Available typically once a year.

By Whom:
A team of experienced M&A practitioners (an investment banker, integration specialist, M&A legal counsel, due diligence professionals)

Where:
Clemson Center for Corporate Learning
One North Main, Greenville, SC

Why:
This executive education program will help you identify and understand the unique rules, strategies, processes, language, and pitfalls associated with M&A. Go beyond the deal table and take in the much bigger picture.

How:
Instructors will walk participants through a series of highly engaging sessions and interactive case studies addressing:

  1. The strategies of M&A (a necessary foundation)
  2. Preparation best practices (the core disciplines of M&A)
  3. Due diligence best practices (critical to reducing risks from M&A, including people problems)
  4. Valuation and synergies (an integral part of successful M&A)
  5. The transaction phase of M&A (including deal structuring and legal)
  6. Integration execution (a necessity for capturing ROI and avoiding cultural issues)

CPE Credits: Earn 24.48 CPE credit hours
CLE Credits: Earn 21.50 CLE credit hours State of South Carolina

 

More Information
  • Top Reasons to Attend
    1. More companies fumble the M&A process than succeed at it! Here’s the proof:
      1. A Harvard Business Review article found that the overall M&A failure rate is between 70% and 90%.
      2. Companies spend more than $2 trillion a year on acquisitions, yet the executives of over two-thirds (68%) of these companies rated their company's overall capability and readiness level for M&A as "very poor, poor, or average" (a 2014 study by MALC).
      3. Conversely, only 20% of finance executives involved in M&A said their transactions were "very successful" as measured by revenue growth, synergies, cost reductions and retention of key talent (a 2012 five-year study by the Canadian Financial Executives Research Foundation).
      4. Researching 12,000 M&A transactions over a 20-year period, the National Bureau of Economic Research found that acquisitions in the USA led to losses of more than $200 billion for shareholders (2014).
      5. The most important criterion for integration success, according to 73% interviewed for The Complete Guide to Mergers & Acquisitions is leadership, yet 60% finds their companies' leadership "very poor, poor or average" at making timely, effective decisions (Galpin & Herndon, 2014)
      6. According to the National Center for the Middle Market at Ohio State, 70% of companies that made an acquisition in the last 3 years had little to no previous experience.
    2. Most acquirers do not realize their errors until it is too late. Those who fail at acquisitions usually do not realize it until about two years after their acquisition transaction has closed.
    3. The majority of acquirers fail to meet their goals because key elements were missed, even when working with sharp attorneys and accountants (and often investment bankers) to create well-structured deals that appear to resolve all the gaps between the buyer and seller. That is why it is important for executives and others in key positions in the acquiring company to understand the M&A process and relevant issues for themselves.
    4. The most successful mergers and acquisitions utilize a comprehensive approach and engage a well-informed and prepared deal team consisting of internal and external members.
    5. Most infrequent acquirers learn "how to do M&A" when they experience live transactions. Learning by doing does not provide an adequate understanding early enough of how M&A works and generally leads to costly errors and omissions.

    The way to maximize success in a deal is to master these processes well in advance. Company leaders need to be willing and take the time to learn and prepare themselves far ahead of the actual M&A transaction.

  • Course Outline

    Wednesday AM: M&A Foundations
    (with Hagen Rogers)

    On Day One, you will begin by learning how strategy and M&A mix. This includes:

    • The five different types of M&A
    • Building out and strengthening your internal & external M&A team
    • Creating an Acquisition Guideline Statement
    • Identifying and evaluating a target company
    • Successful and creative ways to approach targets to build interest
    • Which fumbles and landmines you should be watching for
    • Hurdle rates and how M&A should be measured

    Goal for the Morning: To learn which type of M&A would best position you for success, advance your competitive position, and maximize shareholder value.

    Wednesday PM: Due Diligence
    (with Jeffrey Bengtson, Toby Stansell, Myron Radio, Jay Wynn)

    You'll move into the heart of deal-making and the due diligence best practices that are crucial to success.

    • Financial due diligence
    • Tax due diligence
    • Human Resources due diligence
    • Leadership and Cultural due diligence
    • Commercial due diligence
    • Information Technology (IT) due diligence
    • Intellectual Property due diligence

    Goal for the Afternoon: To provide a thorough understanding of due diligence best practices.

    Thursday AM: Valuation and Synergies
    (with Hagen Rogers)

    The primary focus of day two's morning session is to teach you the methodologies involved in valuation and synergies.

    • Intrinsic Valuation - Discounted cash flow approach fundamentals
    • Conventional misunderstandings and mistakes made in the valuation process
    • Synergies Valuation methodologies
    • Revisions to Valuation for acquisitions

    Goal for the Day: Workshop using a case study, strengthen understanding of valuation and synergy best practices to mitigate risks and mistakes.

    Thursday PM: The Transaction Phase
    (with Hagen Rogers, Diane Dix and Mark Knight)

    You will participate in a realistic M&A simulation that will reveal the pressures and challenges of closing a transaction. You will experience firsthand the challenges of collaboration and communications between the various task groups.

    • Best practices around key systems of making a deal during a typically tight exclusivity period
    • Understanding transactional legal documents
    • Planning and executing challenging negotiations with the seller and their counsel
    • Deal design objectives
    • Working out the terms of the deal

    Goal for the Day: To recognize and appreciate all the processes and skills required to thoughtfully close an acquisition that is well-positioned for strategic success and favorable ROI after the close.

    Lunch: Understanding the Herrmann Whole Brain Model with Ann Herrmann-Nehdi. The Herrmann Brain Dominance Instrument ® (HBDI®) allows you to become aware of your thinking preferences in order to use them better in your personal and professional life.

    Friday: The Integration Phase
    (with Scott Whitaker)

    The last day takes you through the most difficult and overlooked phase. Underperformance after the deal closes is very common and a key contributor to why M&A goals are not met.

    • Defining the integration challenge
    • Essentials of integration due diligence
    • Essentials of integration governance
    • Defining the integration strategy and objectives
    • Communications and culture
    • Mobilizing the Integration Management Office (IMO)
    • Integration work plan overview
    • Synergy program management

    Goal for the Day: To provide the key drivers and tactics required to create a scalable and repeatable integration playbook and build internal expertise and support for future transactions. Navigate M&A people problems.

    Lunch: C-suite panel discussion "Acquirer successes & fumbles – Stories from the deal table"

  • Faculty
    Hagen Rogers

    Hagen Rogers, Emcee
    Executive Managing Director
    Watermark Advisors
    Greenville, SC

    Investment Banking

    Myron Radio

    Myron Radio
    President
    The R Group
    Washington, DC

    Cultural Due Diligence

    Jeff Bengtson

    Jeff Bengtson
    National Leader, Advisory Services
    Cherry Bekaert LLP
    Bethesda, MD

    Financial Due Diligence

    Toby Stansell

    Toby Stansell
    Chief Operating Officer
    THInc.IT, a division of Cherry Bekaert
    Greenville, SC

    IT Due Diligence

    Jay Wynn

    Jay Wynn
    Managing Director & Co-Founder
    Fairmont Consulting Group
    Boston, MA

    Commercial Due Diligence

    Mark Knight

    Mark Knight
    Member
    Nexsen Pruet
    Columbia, SC

    M&A of Counsel

    Diane Dix

    Diane Dix
    Formerly Global General Counsel, Compliance, M&A, Governance
    General Electric
    Baden, Switzerland

    M&A in House Counsel

    Scott Whitaker

    Scott Whitaker
    Partner
    Global PMI Partners
    Atlanta, GA

    Integration Consultant

    Kyle P. Frigon

    Kyle P. Frigon
    Cherry Bekaert Benefits Consulting
    Atlanta, GA

    Director

    Christopher J. Truitt, CPA

    Christopher J. Truitt, CPA
    Cherry Bekaert LLP
    National Tax Leader, Private Equity Services
    Charlotte, NC

    Partner, Tax Services

    Ann Herrmann-Nehdi

    Ann Herrmann-Nehdi
    CEO
    Herrmann International
    Publisher of the Herrmann Brain Dominance Instrument (HBDI®)

    Luncheon Keynote

  • Testimonials

    I've attended quite a few business seminars / courses over the course of my career, but I can't think of any that were better taught and more substantive than this one. Hagen is a natural teacher and the material was comprehensive and relevant yet not overwhelming. The program was everything I'd hoped it would be. Thanks to Clemson for putting this on and to Hagen and the other instructors for such great delivery. - Managing Director – Manufacturing of pneumatic fittings, valves and cylinders

    10 out of 10. All was excellent information that can be used/applied at different levels of company integration. - President & CEO of a composite manufacturer

    Provided a great base of knowledge on how to prepare and avoid the mistakes and pitfalls of the M&A process. - President, large privately owned specialty paper manufacturer

    Great class! Very glad I was able to attend. Highlighting the strategy session as a precursor to M&A is great. Also for the attention paid to post-deal acquisition. - SVP, Director of Strategic Initiatives of a large, publicly traded commercial bank

    Excellent class. Gained a lot from the perspective of other participants as well as the presentation. - CFO, large privately owned electrical wholesaler

    I think the class evidenced great knowledge of the real needs of those of us in the audience and it was presented in a very easy way to understand. Thank you! - CFO of Global manufacturer of animal nutrition products

    Great job of focusing on influence and culture in successful M&A. - Executive Leadership of a large plastics manufacturer

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Clemson Center for Corporate Learning
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