G34 - Mergers; Acquisitions; Restructuring; Voting; Proxy Contests; Corporate GovernanceReturn

The M&A market in Europe has undergone a significant transformation over the last decade, driven by various economic, social and political factors. Between 2010 and 2023, the European M&A market experienced a period of sustained growth, with a significant increase in cross-border transactions and a shift in sector-specific trends. This paper analyses the historical developments in the European M&A market over the period 2010 to 2023 and identifies factors that may affect the European M&A market in terms of deal value.

In the article, the author presents a comprehensive method for evaluating value created in an M&A transaction from the perspective of a buyer, a seller, and a combined entity. This evaluation shall be performed by a buyer both before the investment (ex ante) and with a reasonable hindsight (ex post). In a practical separate chapter, the author also provides an overview of the main tax and legal consequences of the available transaction structures (sale of shares, merger, sale of the business enterprise, sale of individual assets or contribution in-kind) in the Czech environment.

Against a background of increasing economic uncertainty, parties to an M&A transaction may arrive at very different valuations of an acquisition target. This article describes basic methods attempting to bridge the valuation gap as follows: (i) deferring part of the purchase price of the M&A transaction following future developments, (ii) phased acquisitions. In an illustrative example, the author shows the theoretically plausible application of the earn-out mechanism, which takes into consideration future financial performance of the target company.

This article elaborates on motives and determinants of the M&A market and application of valuation techniques in context a standard two-round M&A process, respectively. The author argues that both a seller and a buyer use valuation exercise namely to determine minimum and maximum acceptable price and to support price negotiations. Empirical studies show that an investor usually overpays in situations of: (i) unreasonably inflated expectations on positive synergies, (ii) competitive M&A process / target company actively traded in stock exchange and (iii) lack of planning and qualified human resources both during an acquisition project and a subsequent integration phase.

Valuation by market multiples can be considered one of the most popular and widely used valuation methods of a company. This paper deals with the proposal of a methodological approach to the valuation of a company by market multiples. The main source of information for this paper was a literature search of best practice applications and research studies. The main focus was on the different parts of the valuation procedure from the selection of a peer group to the control premium. Thus, the output of this article is a summary of the most important factors that a valuator should consider when valuing a company using market multiples.

A number of studies and textbooks in the field of corporate valuation and corporate finance consider or prove the liquidity of shares in corporations as an important factor in value, resp. stock prices. Despite the urgency of this problem, only scarce information is available in the Czech literature on company valuation about the principles of applying the discount for lack of marketability (DLOM) and its size. This article provides an overview of the literature describing the basic relationship between liquidity (more precisely, public marketability) and the share price. A critical look at the results of empirical studies and theoretical models of this so-called illiquidity discount shows a number of challenges for its further research and also that its application not only in Czech conditions, of which most DLOM studies do not come (and therefore not locally common), but even in the home United States, there may be strong doubts as to whether the presented discounts include only the effect of illiquidity. Last but not least, this paper documents the development of marketability discount theory and empirically observed discount values.