AD 496- Special Topics in Finance: CORPORATE ADVISORY IN M&As FALL,2012 Coordinator:Prof Dr. Mine Uğurlu Department of Management Boğaziçi University ugurlum@boun.edu.tr Coordinator: Gaye Şentürk, Partner( Audit) Deloitte Danışmanlık A.Ş. gsenturk@deloitte.com Schedule: MMM 789 Room : IB 301 Course Description: This course is designed in cooperation with Deloitte Danışmanlık A.Ş., an international advisory firm.The aim of the course is to convey the students some major accounting and financial issues that corporations deal with in practice, and reveal alternative ways for their resolution. The first part of the course focuses on some important issues in accounting such as adoption of International Financial Reporting Standards (IFRS) and its implications for the corporations, corporate governance principles and governance issues in financial reporting. The second part of the course focuses on some important issues of corporate finance such as corporate valuation, M&A decisions and process including financial due diligence, negotiations and setting deal terms.Furthermore, the role of taxation,tax due diligence,tax structuring at different stages of the M&A process will be covered .. The last part of the course covers the recent growth of private equity, the investment criteria used by private equity firms, and the challenges in emerging markets. The course will terminate with a seminar held in the final week of the semester. Intended Audience: The course is designed for senior students from management , economics and industrial engineering departments. Conduct of the course: Discussions in class will be conducted by distinguished lecturers from Deloitte Company , and will be enriched with the attendance of guest speakers. A case study will be developed during the course, with course participants being asked how they would react to various issues that often arise on M&A deals in Turkey. Course Requirements: Students will be evaluated on the basis of their participation in class discussions, in addition to their performance in the midterm and final exams. Attendance is strictly required. Learning Objectives :The students will be able to analyze core issues and critical factors for managerial decision making.The course aims to develop the ability of the students to approach the problems from alternative perspectives and recommend feasible solutions .The students will develop skills in reading and interpreting financial statements,identifying the concepts underlying international and national reporting standards(IFRS),using basic analytical tools to facilitate managerial decision making ,identifying the roles of financial markets in financial management, understanding the concepts of time value of money, risk, return , diversification and cost of capital in a value based framework,applying basic financial techniques to value real and financial assets. Learning goals: In class discussions , the students will develop skills in becoming critical and innovative thinkers, and effective communicators, both individually and as team members, with ethical sensitivity and socially responsible conduct. Through the discussions of cases they will be able to integrate their knowledge of core functions to solve organizational problems and will develop a strategic perspective that will help them operate in multicultural settings. Prerequisites: An accounting course or an introductory finance course such as AD 311/ AD 214 or AD 211/ AD 216 Grading: Attendance and participation Midterm examination Final Total 20% ( min 70% of total class meetings) 35% 45% 100% ** Only the students who have fulfilled the rest of the course requirements will be able to take the final exam. Course Material : The course material will be prepared by the lecturers and will be provided at the beginning of the semester. COURSE SCHEDULE Week 1 Date 1/10 Topic Overview of the course Lecturer Gaye Şentürk Anthony Wilson 2 8/10 The Basics of M&A in Turkey Anthony Wilson Güneş Söğütlüoğlu 3 15/10 Corporate Valuation Anthony Wilson 4 22/10 Corporate Valuation Anthony Wilson 5 5/11 6 12/11 Due Diligence (other issues) 7 19/11 Tax Structuring and Due Diligence Güneş Söğütlüoğlu 8 26/11 Analyzing the Target Gaye Şentürk Due Diligence (EBITDA) Anthony Wilson Anthony Wilson MIDTERM 9 3/12 Management Reporting & IFRS Gaye Şentürk 10 10/12 Management Reporting & IFRS Gaye Şentürk 11 17/12 A real life example of a Major Deal Guest Speaker 12 24/12 Private Equity Guest Speaker