An authoritative guide to understanding the world of private
equity (PE) investing, governance structures, and operational
assessments of PE portfolio companies
An essential text for any business/finance professional's
library, Private Equity: History, Governance, and Operations,
Second Edition begins by presenting historical information
regarding the asset class. This information includes historical
fundraising and investment levels, returns, correlation of returns
to public market indices, and harvest trends. The text subsequently
analyzes PE fund and portfolio company governance structures. It
also presents ways to improve existing governance structures of
these entities. A specific focus on portfolio company operations,
including due diligence assessments, concludes the text.
* Seamlessly blends historical information with practical
guidance based on risk management and fundamental accounting
techniques
* Assists the book's professional audience in maximizing returns
of their PE investments
* Highly conducive to advanced, graduate-level classroom use
* Purchase of the text includes access to a website of teaching
materials for instructional use
Learn more about PE history, governance, and operations with the
authoritative guidance found in Private Equity: History,
Governance, and Operations, Second Edition.
Autorentext
HARRY CENDROWSKI is a 30-year veteran consultant to and investor in private equity and venture capital funds. He is cofounder and Managing Director of Cendrowski Corporate Advisors, a midwest financial and operations consulting firm based in Chicago, Illinois, and Bloomfield Hills, Michigan.
LOUIS W. PETRO has contributed to Wiley business publications and has written both books and journal articles. He is a professor at the University of Windsor and a CPA.
JAMES P. MARTIN is Managing Director of Cendrowski Corporate Advisors. He is a seasoned enterprise risk management professional who has performed engagements for private equity funds and their portfolio companies as well as publicly traded organizations.
ADAM A. WADECKI is Manager of Operations for Cendrowski Corporate Advisors and a lecturer at the University of Michigan, Ann Arbor.
Zusammenfassung
An authoritative guide to understanding the world of private equity (PE) investing, governance structures, and operational assessments of PE portfolio companies
An essential text for any business/finance professional's library, Private Equity: History, Governance, and Operations, Second Edition begins by presenting historical information regarding the asset class. This information includes historical fundraising and investment levels, returns, correlation of returns to public market indices, and harvest trends. The text subsequently analyzes PE fund and portfolio company governance structures. It also presents ways to improve existing governance structures of these entities. A specific focus on portfolio company operations, including due diligence assessments, concludes the text.
- Seamlessly blends historical information with practical guidance based on risk management and fundamental accounting techniques
- Assists the book's professional audience in maximizing returns of their PE investments
- Highly conducive to advanced, graduate-level classroom use
- Purchase of the text includes access to a website of teaching materials for instructional use
Learn more about PE history, governance, and operations with the authoritative guidance found in Private Equity: History, Governance, and Operations, Second Edition.
Inhalt
Preface xvii
MODULE I The Private Equity Model and Historical Information
CHAPTER 1 Introduction to Private Equity 3
Introduction 3
What Is Private Equity? 4
General Terms and Brief Overview 5
The Limited Partner Agreement and General Partner Incentives 12
Private Equity Firm Structure and Selected Regulations 15
Types of Private Equity Investment 20
The Private Equity Fundraising Process 22
Recent Fundraising Trends 25
General Partner Investment Restrictions 26
Conclusion 28
Notes 28
CHAPTER 2 Overview of Historical Trends 29
Introduction 29
A Brief History of Private Equity 29
Private Equity at the Turn of the Century 33
Venture Capital Investment and Returns by Fund Stage 39
Venture Capital and Buyout Returns by Fund Size 43
Secondary Funds 45
Conclusion 48
Notes 48
CHAPTER 3 Trends in Private Equity 51
Introduction 51
A Changing Tide 51
Overall Industry and Fundraising Trends 54
Selected Regulatory Changes and Proposals 60
Rise of Strategic Buyers 64
Conclusion 66
Notes 66
CHAPTER 4 Harvesting Private Equity Investments Through Initial Public Offering 69
Initial Public Offerings 69
Basics 69
Initial Steps in the ''Going Public'' Process 72
Role of the Securities and Exchange Commission and State Policing Bodies 75
Post-IPO Underwriter Responsibilities 77
Registration Documents 78
Historical Trends 79
Summary 83
Notes 83
CHAPTER 5 Legal Considerations in Initial Public Offerings 85
Introduction 85
Initial Public Offering 86
Introduction 86
Potential Advantages 87
Potential Disadvantages 89
Advance Planning Opportunities 91
Selection of Advisors 91
Securities Counsel 92
Accountants 92
Underwriters 93
Corporate Housekeeping Matters 93
Antitakeover Provisions 93
Management 94
The Initial Public Offering Process 94
Principal Parties 94
Principal Documents 96
Selling Security Holder Documents 98
The Registration Process 100
Possible Liabilities Faced by a Company and Its Directors and Officers 102
Liabilities under Federal Securities Laws 102
The Sarbanes-Oxley Act and Dodd-Frank Act 105
Public Company Filing Obligations 107
Initial Public Offering Alternative: Reverse Mergers 107
Advantages 107
Disadvantages 108
Conclusion 109
CHAPTER 6 Harvesting Investments Through Mergers and Acquisitions 111
Introduction 111
M&A Basics 111
Types of Takeovers 112
Reverse Takeovers 113
The Takeover Process and Financial Advisor Selection 114
Analyzing Potential Buyers 115
The Sale Process 116
The Bidding Process 118
Reaching an Agreement 119
Historical M&A Trends 120
Conclusion 122
CHAPTER 7 Legal Considerations in Sale Transactions 123
Introduction 123
Sale Transactions 124
Prior to the Sale Transaction 124
Use of an Investment Banker 124
Marketing Process 125
Due Diligence 125
Negotiations Phase 125
Key Deal Issues 126
Valuation and Pricing Issues 126
Special Issues in Sales of Private Equity FundOwned Businesses 132
Sale and Acquisition Structure 134
Merger 134
Asset Purchase 135
Stock Purchase 135
Employee Incentive Issues 135
Cash Retention Bonus 135
...