mgmt510 alliances & acquisitions –winter 2012 course syllabus

guiltlesscyanΒιοτεχνολογία

3 Δεκ 2012 (πριν από 4 χρόνια και 10 μήνες)

206 εμφανίσεις


MGMT510

ALLIANCES &

ACQ
UIS
I
TIONS


WINTER 2012

COURSE SYLLABUS

FACULTY INSTRUCTOR

Dave Garten


Portland State University

Sc
hool of Business Administration


Email:

daveoutside@alum.mit.edu

Phone:
503
-
327
-
4278 (cell)

Office hours:
by appointment


Website:

http://www.sba.pdx.edu/faculty/daveg/course.html


TIME AND LOCATION:

Tim
e: Wednesday, 5:40pm


9:20pm

Location TBD


COURSE OBJECTIVES

Strategic alliances have become an essential element in growing a business.


This course will study the
variou
s types of alliances such as acquisitions, joint ventures and licensing.


It will cover best practices, (what
works), as well as unsuccessful practices (what doesn’t work).


Case analysis and use of current events
(“Alliance
-
in
-
the
-
News”) will illustrate
these practices.


The course will pay particular attention to value
creation. The overall goals of the course are for the student to understand:



The various types of strategic alliances (acquisitions, JVs, licensing, group alliances, outsourcing, etc)



Where/how an alliance or acquisition fits into overall strategy and generates value.



Some tools in how to value acquisitions and operating synergies



Best practices in the planning, selection and negotiation of alliances.



Post transactional integration issu
es and how to realize the full value





MGMT510

Alliances & Acquisitions

Dave Garten

2

3/16/2013

CLASS MATERIALS

1.

Harvard
case studies and articles

are available for purchase at the Harvard web site:


xxxxxxxxxxxxxxx


This

URL contains all Harvard
-
distributed readings and cases. You can also use the bibliography at the end
of the syllabus to purchase them individually from Harvard.


2.

From time to time I will email articles or URLs to supplement the course reading.


3.

There is

no required text for this course.


EXPECTATIONS AND REQ
UIREMENTS

The class involves a mixture of class discussions and exercises, group presentations, individual written assignments
and some guest speakers.

The maturity and motivation to read and prepare

assignments on schedule without having to be specifically tested on
them is a prerequisite for graduate study. I expect you to come to class having read and thought about the assigned
readings to demonstrate an understanding of the material, actively par
ticipate in class discussions, and make
thoughtful contributions that benefit the class. Participation will also enhance what we learn from the guest speakers.

In both your written and oral communications you are expected to be crisp and concise.
Student
s are expected to
attend all class sessions to receive full credit for taking this course
. If a class date is problematic for you, please
contact me in advance.

Students must have the use of a personal computer, Word, Excel and Powerpoint, have easy
access to the World
Wide Web, and be reachable by email. For any presentations, you can either use your laptop (if you have one) or
present from the classroom PC (or my laptop if the classroom doesn’t have a PC). Any written assignments should
be done in
single space, 10 point type.





MGMT510

Alliances & Acquisitions

Dave Garten

3

3/16/2013

CLASS SCHEDULE

Week

Date

Class Agenda

Reading/Assignment for Class

1

W

1/
11

Introduction

Course mechanics

Key concepts: alliance choice, value
drivers, planning, etc.

Case
: None

Reading
:
When to Ally When to Acquire


Background (MSFA students):

The Five Competitive
Forces that Shape Strategy

(not in packet, buy
separately)

2

W

1/1
8

Managerial Valuation

Case discussion


Note: 5pm Strategy Primer (optional)

Case
:
Nantucket Nectars

(Part 1, do not hand in)

Reading

A
Note on Mergers and Acquisitions and
Valuation
;
Arm
-
Artisan Analyst (D);


3

W

1/
25

Planning Concepts & Horizontal M&A

Live negotiation exercise

Case discussion

Antitrust


Note: 5pm Strategy Primer (optional)

Case
:
Nantucket Nectars

(Part 2, group assignment)

Reading

DOJ Horizontal Merger Guidelines

(D);
DOJ
Antitrust Enforcement & Consumer

(D)


4

W

2/1

Vertical Alliances, Divestiture

Case discussion


Case
:
HP
-
Compaq

(individual, HPQ
or

GE)

Reading
:
The Power of Virtual
Integration
;
Divestiture: Strategy’s Missing Link

5

W

2/
8

Licensing and IP

Case discussion


Case
:
GE
-
Honeywell
(individual, HPQ
or

GE)

Reading
:
Licensing White Paper (D)
;
Macroeye
“minicase” (D)


6

W

2/
15

JVs and Equity Enhancements

Case discussion



Case
:
Millennium

Reading
:
How Alliances work in Biotech (D)
;
Collaborative Advantage


Other:

Nummi

(1 hour radio broadcast)

7


W

2/
22

Deal
-
making

Case discussion

Collaborative negotiation, deal structure
highlights, due diligence

Case
:
SeQuential,
Part A, term sheet

(D)

Reading
:
When to Walk Away from a Deal
,
Negotiation Analysis: An Introduction


8

W

2/2
9

No Class



9

W

3/
7

Alliance Execution and Integration

Case discussion

Guest Speaker


Case
:
SeQuential,
Part B
,
Due Diligence & Integration

Reading:

Making the Deal Real: How GE…
;
Becoming a Premier Partner

(D)


10

W

3/
14

Group Alliances & Ecosystems

Case discussion

Guest Speaker

Case
:
Renault
-
Nissan

(Individual)

Reading
:
Strategy as Ecology
,
Group versus Group:
How Alliance Networks
Compete

Finals

Week

W

3/
21

The last class!

Macroeye negotiation report
-
out

Class critique

Case
:
Macroeye

(Individual)



(D) = to be sent via email by instructor

Alliance
-
in
-
the
-
News (individual assignment) will be assigned to specific weeks
MGMT510

Alliances & Acquisitions

Dave Garten

4

3/16/2013

Grading

procedures


Activity

When Due

Page limit

% of Grade

Class Participation

On
-
going (individual)


20%

Individual
assignments

HPQ
or

GE Honeywell

Millenium

Renault
-
Nissan

2

2

2

4
0%

Individual
assignments

(smaller)

SeQuential, Part 1

SeQuential, Part 2

“Alliance in the News”
-

w敥k # 慳a楧n敤I s瑡t琠tf 瑥tm

2

2

N

2


䝲oup 慳a楧nmen瑳

乡ktu捫整e乥k瑡tsI m慲琠t

䵡捲o敹攠C慳攬 乥go瑩慴楯n 䝲oup bx敲捩獥

2

2






Class Participation

-

In evaluating your contributions, I will consider both quality and the frequency of
contribution, but will weigh
quality

more heavily.
In assessing quality
, I will consider the following:



Does the comment simply repeat facts from the case, or does it pr
ovide
value
-
add

to our understanding of
the subject and its broader implications?



Does the comment fit well into the flow of the discussion? Is it linked to comments of others?



Does the comment trigger others to enter the discussion?



Does the comment link

the class material effectively?



Is the comment presented in a clear, concise manner or is it confusing, repetitive or contradictory?



Is the comment delivered in a respectful, constructive tone?


At the end of each class, I will grade your participation.
A “3” is treated as an “A,” a “2” is treated as a “B” and “1”
is treated as a “C.” I will use the average of your participation as your grade in Class Participation. Using a
computer during class for note
-
taking is fine.
Surfing

will affect your partici
pation grade substantially!

Written Assignments
-

In evaluating your written assignments, I will look for the following:

1.

Critical thinking
: You should demonstrate “
critical thinking.”

Have you added value? Have gone deeper than
an obvious or superficial

understanding of the issues (or question)?

2.

Synthesize
. Have you used
case, article and/or class information

to analyze and draw conclusions?
Specifically, can I see examples of material from the text or articles? Have you used data from the case? Have
you analyzed the financials and drawn conclusions? Have you extracted relevent information form the exhibits?

3.

Business analysis
. Is your logic conveyed in a crisp and concise manner? In a manner consistent with
concise
business communication
? Have you used
frameworks, tools and bulleted points

as appropriate to sharpen your
analysis and convey the key points?

4.

Oth
er advice:

o

Even when case assignments are individual assignments (some are individual assignments and some
are group assignments), it is OK to consult with other students or have study groups. These
mechanisms can enhance your learning experience.

o

There i
s often no “right” answer.
Ground your logic with data

to build a stronger case. Use “back
-
of
-
’the
-
napkin”analysis (a rough estimate) to gain a deeper understanding.

o

Limit the background information in your write
-
ups. I’ve read the class materials too


Affect of class attendance on your grade


per the comments earlier in the syllabus (expectations), if you need to
miss class, make sure you communicate with me. There can be extenuating circumstances, so I am always open to
discuss your situation. Here ar
e the guidelines I use:

MGMT510

Alliances & Acquisitions

Dave Garten

5

3/16/2013

Classes missed

1

2

3

4

Informed me

No affect

.5

1

Incomplete

Did not inform

1

2

Incomplete

Incomplete

Example: “1” grade would be a change from an “A” to an “A
-



SUMMARY OF ASSIGNMEN
TS

Logistics: Send all written assignments and presentations to me via email
prior

to the class. Reference MGMT510,
the assignment subject and your last name in the headline. EXAMPLE: “Smith, GE
-
Honeywell case, MGMT510”

All written assignments should be do
ne in Word, 10 point single space. No title pages please. Make sure your name
and the assignment is on the header of each page and include page numbers on each page.

Slides for your presentations should be done in Powerpoint. In addition to emailing the

presentation to me at the
time specified in this syllabus, BRING YOUR OWN ELECTRONIC COPY TO CLASS.

All assignments must be emailed to me BEFORE the start of class for which that assignment is due. Late assignment
will
not

be accepted.


PERSONAL INFO



DUE BY MONDAY BEFORE

CLASS STARTS





Note:
you don’t need to do this assignment if you have had Strategy with me.

Send me an email with the following information:

1)

Your full name, position, com
pany name & division (if appropriate) address, phone # and email.

2)

A short bio.

3)

Your level of knowledge re: alliances and acquisitions

4)

The markets and activities (professional and/or personal) that you have a strong interest in
with respect to
alliances an
d acquisitions.

5)

The expectations you have for the course. What key questions do you have regarding the class?

6)

Any other information that you think I should know about you and your ability to get the maximum
benefits from the course.



“ALLIANCE IN THE NEW
S” (AITN)




Alliance
-
in
-
the
-
News:

We will open each class with a discussion about
current alliances
. We will call this
“Alliance
-
in
-
the
-
News.” The purpose is for the class to gain broad exposure


throug
h current events


to various
types of alliances. These can be acquisitions, R&D alliances, marketing alliances, divestitures, a corporate
investment, a standards body, etc. I will do an example during the first week.

Each student will be responsible fo
r one (1) Alliance
-
in
-
the
-
News assignment during the semester. I will assign each
student a time slot. You are free to trade time slots with other students


just let me know…

The assignment consists of two parts.

1.

A written briefing that you will email to
the class no later than 48 hours before the class
. In other words, if
the weekly class is on Tuesday January 18
th
, then your briefing would need to emailed to the class by 5pm
Sunday, January 16th.

It should be a
one page

Word document. It should be based on something that has been in the news within the
past 6 months or so. The news should relate to the course, an aspect of strategy that we are studying during the
semester. In many cases, it will be a situation particula
rly interesting to you.

Your Alliance
-
in the
-
News briefing should cover: (a) context
-

what the alliance is; (b) what the strategic logic
is for the alliance (i.e.
value drivers)
; (c) an outline of the arrangement (who, what, how), (d) any major
competit
ive situations, (e) your opinion of the alliance, (f) one question to start class discussion.

2.

Those students who are assigned for the week, will lead a class discussion (no slides). Sometimes AITN will be
at the start of class, sometimes not.

MGMT510

Alliances & Acquisitions

Dave Garten

6

3/16/2013



You should start by giving a
3 minute (oral) overview

of your topic. Going over the 3 minute time will
impact your grade on the assignment
--

from 3:01 to 3:30 will be one grade, 3:31 to 4:00 will be two
grades, etc. At 5 minutes, I will stop you.



Then as
k the class your
1 question

designed to provoke discussion.



We will have approximately 5 minutes total time for each alliances in the News, depending upon the
agenda for the day.

You are
not

expected to be an authority on the subject. The purpose is to ap
ply course concepts and enhance your
critical thinking.




WRITTEN ASSIGNMENTS


You will need to formally write
-
up and submit several assignments. Each written submission should be a single
-
spaced Word document in 10 point type single space. The page lim
it for each assignment is listed in the preceding
table.

Case questions will be posted at least (1) one week before the assignment is due.

Going over the page limit will drop the assignment by a grade
(for example, from an A
-

to a B+). It is fine to inclu
de
exhibits or appendices beyond the page limits

Send it to me by email
prior

to the class in which it is due.
Late case submissions will not be accepted.



“MACROEYE” CASE NEGO
TIATION





DUE EXAM WEEK



The negotiation exercise is based on the “Macroeye” minicase (to be distributed) and the class materials/discussions
on licensing and negotiation. In class, I will hand out information for each of the t
wo companies involved.

You will form teams by week #5 (# in each team to be determined, depending on class size).


We will have
“Eyecorp” teams and “Biobreakthrough” teams. Each team will get some background information not available to
the other team. The

Eyecare team will negotiate a deal with the Biobreakthrough team (or try to

). We will set
aside some class time to report
-
out the results at the end of the term.

The objective is to get experience with a collaborative negotiation and to apply various class concepts. Each
negotiation
group

(both teams together) will submit the summary of the negotiation. Be prepared to share with the
class the negotiation dynamics a
s well as the negotiated solution during class. I would recommend constraining the
time you have to find a solution. Make sure you prepare adequately for the negotiation sessions. Role playing will be
quite useful.

.



MGMT510

Alliances & Acquisitions

Dave Garten

7

3/16/2013

Required Articles (from HBS):

1.

When

to Ally and When to Acquire

(#R0407H) by Jeffrey H. Dyer, Prashant Kale and Harbir Singh,
Harvard Business Review, 2004.

2.

A Note on Mergers and Acquisitions and Valuation

(#95B023) by Dominique Fortier and Steve Foerster,
Ivey School of Business, The Unive
rsity of Western Ontario, 1995.

3.

The Power of Virtual Integration: an Interview with Dell Computer’s Michael Dell

(#7907) by Joan
Magretta, HBR, 1998.

4.

Divestiture: Strategy’s Missing Link

(#
R0205E
)
by Lee Dranikoff, Tim Koller and Antoon Schneider, HBR,
2002.

5.

Collaborative Advantage: The Art of Alliances

(#94405) by Rosabeth Moss Kanter, HBR, 1994

6.

When to Walk Away from a Deal
, (# R0404F) by Geoffrey Cullinan Jean
-
Marc Le Roux, and Rolf Magnus
Weddig
en, HBR, April 2004.

7.

Negotiation Analysis: An Introduction

by Michael Wheeler, 2002, HBR #9
-
801
-
156

8.

Making the Deal Real: How GE Capital Integrates Acquisitions

(#
98101
)

by Ronald N. Ashkenas
, Lawrence
J. DeMonaco and Suzanne C. Francis, HBR 1997

9.

Strategy as Ecology

(#R0403E) by Marco Iansiti and Roy Levian, HBR, March 2004.

10.

Group versus Group: How Alliance Networks Compete

(#94402) by Benjamin Gomes
-
Casseres, HBR,
1994.


Required Cases (from
Harvard):

1.

Nantucket Nectars

(9
-
898
-
171) by Joseph Lassiter III, William Sahlman and Jon Biotti, HBS, 2000.

2.

Hewlett
-
Packard
-
Compaq: The Merger Decision

(#9
-
104
-
048) by
Krishna

Palepu and Jonathon Barnett, HBS,
2004.

3.

Antitrust Regulations in a Global Setting: The EU Investigation of the GE
-
Honeywell Merger

(#9
-
204
-
081) by
Mihir A. Desai and Belen Villalonga, Harvard Business School, 2003
.

4.

Strategic Deal Making at Millennium Pharmaceuticals,
(#9
-
800
-
032) by Michael Watkins and Sarah Matthews,
HBS, 1999.

5.

The Renault
-
Nissan Alliance

(#9
-
303
-
023) by Michael Yoshino and Perry Fagan, HBS, 2003.


Required Articles/cases/other (to be
posted/distr
ibuted
):

1.

Arm
-
Artisan Analyst

UBS, 2004

2.

Horizontal Merger Guidelines
, U.S. Department of Justice, 1997.

3.

DOJ Antitrust Enforcement and the Consumer
, U.S. Department of Justice

4.

A Note on Licensing Valuation

by Dave Garten, 2006.

5.

Macroeye Minicase

by Dave
Garten, 2006.

6.

SeQuential

Case by dave Garten, 2011.

7.

How Strategic Alliances Work in Biotech

by Lawrence Fisher, Strategy & Business, 1996.

8.

Becoming a Premier Partner: Measuring, Managing and Changing…at Eli Lilly and Company

by David Futrell,
Marlene Sluga
y and Carol H. Stevens, Journal of Commercial Biotechnology, 2001

9.

Nummi
, This American Life, Chicago Public Media (affiliate of National Public Radio), March 26, 2010.



MGMT510

Alliances & Acquisitions

Dave Garten

8

3/16/2013

Required Materials for MSFA students

(available on the Harvard Site):

1.

The Five Competi
tive Forces that Shape Strategy

by Michael Porter, HBR, 2007.


Optional

Materials (background available on the Harvard Site):

1.

Intellectual Property and Strategy

(#9
-
704
-
493) by David B. Yoffie, HBS, 2004.

2.

Choosing Equity Stakes in Technology Sourcing Relat
ionships

(#
CMR285
) by Prahsant Kale and Phanish
Puranam, California Management Review, 2004

3.

Relational Quality: Managing Trust in Corporate Alliances

(#CMR217) by Africa Arino, Jose de la Torre a
nd
Peter Smith Ring, California Management Review, 2001.

4.

Creating Knowledge Through Collaboration

(#CMR070) by Andrew C. Inkpen, California Management
Review, 1996.

5.

A Managerial Overview of Open Source Software

by Sandeeo Krishnamurthy, Indiana University

Kelley
School of Business, 2003. (also available from HBR
-

#BH095)

6.

Post
-
Merger Integration: How Novartis became #1

by Lawrence Fisher, Strategy and Business, 1998.


Optional Texts

1.

Gaining and Sustaining Competitive Advantage
, Jay B. Barney, Prentice
Hall, 2
nd

edition, 2001.

2.

Co
-
opetition

by Adam M. Brandenburger and Barry J. Nalebuff, 1996, Part 1, The Game of Business, pages 1
-
66.

3.

Getting to Yes
, by Roger Fisher and William Ury, Penguin Books, 1981.

4.

Valuation, Measuring and Managing the Value of Compa
nies

by Tom Copeland, Tim Koller and Jack Murrin,
McKinsey & Company, 2000.

5.

Trusted Partners by Jordan Lewis
, The Free Press, 1999

6.

M&A Integration: A Framework for Executives and Mangers

by David Schweiger, McGraw
-
Hill, 2002.

7.

[find articles on DD and inte
gration]