This course provides executives with a rigorous and practical framework for analyzing, structuring, and managing mergers and acquisitions. M&A transactions represent some of the most consequential strategic decisions a company can make — reshaping competitive landscapes, reallocating billions in capital, and creating or destroying substantial shareholder value. Yet decades of empirical research consistently find that the majority of acquisitions fail to achieve their stated strategic and financial objectives, with acquirers frequently overpaying and underestimating execution complexity.
This course addresses that gap by combining rigorous financial analysis with the organizational and behavioral dimensions of deal-making. Students will develop hands-on proficiency in the primary valuation methodologies used by practitioners — discounted cash flow analysis, comparable company analysis, and precedent transaction analysis — while also learning to identify, structure, and quantify the synergy gains that are central to acquisition rationale. Emphasis is placed on the critical distinction between value created through genuine operational improvement and value merely transferred from acquirer shareholders to target shareholders through acquisition premiums.
Beyond valuation, the course examines the full M&A lifecycle: from strategic rationale and target screening, through due diligence and deal structuring, to the often-underestimated challenge of post-merger integration. Special attention is given to the behavioral biases — overconfidence, hubris, and the escalation of commitment — that systematically lead acquirers to overpay and underperform, as well as the critical role of negotiation in determining deal terms, merger consideration, and the ultimate allocation of synergy gains between buyer and seller.
The course employs a case-based pedagogy supplemented by a live negotiation simulation, allowing executives to apply frameworks in realistic, time-pressured contexts that mirror actual deal environments. Real-world transactions — including the Cigna-Express Scripts combination and the Berkshire Hathaway/3G Capital acquisition of H.J. Heinz — provide the empirical grounding for concepts introduced in class. Students will emerge with both the analytical toolkit and the strategic judgment required to evaluate, lead, and execute M&A processes within their organizations.
