Vault Guide to Finance Interviews
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Business Strategy
Corporate Summary Executive Messages Business Strategy Summary of the Daiwa Securities Group’s Medium-Term Management Plan Business “Passion for the Best” 2014 14 Strategy Interview with the CEO 16 Message from the COO 20 Management Systems At a Glance 22 Retail Division 24 Wholesale Division 26 Asset Management Division 28 Investment Division 30 IT/Think Tank Division 31 Financial Section Other Information Daiwa Securities Group Annual Report 2013 13 Summary of the Daiwa Securities Group’s Medium-Term Management Plan “Passion for the Best” 2014 Daiwa Securities Group Management Vision • To become Asia’s leading financial services firm possessing and leveraging a solid business platform in Japan • Establish a robust business structure capable of securing profit even under stressful economic conditions Daiwa Securities Group Basic Management Policy • Achieve sustainable growth by linking Japan and the growth of Asia Outline of Medium-Term Management Plan • Establish a robust business structure immune to the external environment and aspire to achieve sound growth based on a new growth strategy “Passion for the Best” 2014 Milestones FY2012 Turnaround FY2013 Growth Management Targets Consolidated Ordinary Income [Initial FY] Return to Profitability Basic Policy I: Return to profitability by pursuing management efficiencies (Focus of execution in the first fiscal year) R Steadily implement the plan to reduce SG&A R Realize greater organizational efficiencies by shifting personnel from the middle and back offices to the front divisions Basic -
Mergers & Acquisitions
MERGERS & ACQUISITIONS INTRODUCTION Why merge? Why sell? 1. A division of a company might no longer fit into larger corp’s plans, so corp sells division 2. Infighting between owners of corp. Sell and split proceeds 3. Incompetent management or ownership 4. Need money 5. Business is declining 6. Industry-specific conditions 7. Economies of scale BASIC DEFINITIONS: MERGER: Owners of separate, roughly equal sized firms pool their interests in a single firm. Surviving firm takes on the assets and liabilities of the selling firm. PURCHASE: Purchasing firm pays for all the assets or all the stock of the selling firm. Distinction between a purchase and a merger depends on the final position of the shareholders of the constituent firms. TAKEOVER: A stock purchase offer in which the acquiring firm buys a controlling block of stock in the target. This enables purchasers to elect the board of directors. Both hostile and friendly takeovers exist. FREEZE-OUTS (also SQUEEZE-OUTS or CASH-OUTS): Transactions that eliminate minority SH interests. HORIZONTAL MERGERS: Mergers between competitors. This may create monopolies. Government responds by enacting Sherman Act and Clayton Act VERTICAL MERGERS: Mergers between companies which operate at different phases of production (e.g. GM merger with Fisher Auto Body.) Vertical mergers prevents a company from being held up by a supplier or consumer of goods. LEVERAGED BUYOUTS (LBOs): A private group of investors borrows heavily to finance the purchase control of an ongoing business. RECAPITALIZATIONS: Does not involve the combination of two separate entities. Here, a firm reshuffles its capital structure. In a SWAP, the corp takes back outstanding equity stocks in return for other types of securities (usually long term bonds or preferred stock) RESTRUCTURINGS: This term refers to a corporation’s changing form to downsize their operations. -
Boston University Journal of Science & Technology
4 B.U. J. SCI. & TECH. L. 1 January 23, 1997 Boston University Journal of Science & Technology Law Symposium Financing the Biotech Industry: Can the Risks Be Reduced? Ronald Cass, Joshua Lerner, Farah H. Champsi, Stanley C. Erck, Jonathan R. Beckwith, Leslie E. Davis, Henri A. Termeer Table of Contents Speeches..........................................................................................................................[1] Dean Ronald Cass.............................................................................................[1] Joshua Lerner....................................................................................................[2] Farah Champsi..................................................................................................[8] Stanley Erck.....................................................................................................[18] Jonathan Beckwith.........................................................................................[24] Leslie Davis......................................................................................................[37] Henri Termeer.................................................................................................[47] Question and Answer Session..................................................................................[60] Financing the Biotech Industry: Can the Risks Be Reduced?† Jonathan R. Beckwith, Farah H. Champsi, Leslie E. Davis,* Stanley C. Erck, Joshua Lerner, Henri A. Termeer Dean Ronald Cass: 1. The biotechnology -
The Technical Interview Guide to Investment Banking
k Trim Size: 7in x 10in Pignataro ffirs.tex V1 - 01/10/2017 5:21pm Pagei The Technical Interview Guide to Investment Banking k k k k Trim Size: 7in x 10in Pignataro ffirs.tex V1 - 01/10/2017 5:21pm Page ii The Wiley Finance series contains books written specifically for finance and investment professionals as well as sophisticated individual investors and their financial advisors. Book topics range from portfolio management to e-commerce, risk management, finan- cial engineering, valuation and financial instrument analysis, as well as much more. For a list of available titles, visit our Web site at www.WileyFinance.com. Founded in 1807, John Wiley & Sons is the oldest independent publishing company in the United States. With offices in North America, Europe, Australia and Asia, Wiley is globally committed to developing and marketing print and electronic products and services for our customers’ professional and personal knowledge and understanding. k k k k Trim Size: 7in x 10in Pignataro ffirs.tex V1 - 01/10/2017 5:21pm Page iii The Technical Interview Guide to Investment Banking PAUL PIGNATARO k k k k Trim Size: 7in x 10in Pignataro ffirs.tex V1 - 01/10/2017 5:21pm Page iv Copyright © 2017 by Paul Pignataro. All rights reserved. Published by John Wiley & Sons, Inc., Hoboken, New Jersey. Published simultaneously in Canada. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, scanning, or otherwise, except as permitted under Section 107 or 108 of the 1976 United States Copyright Act, without either the prior written permission of the Publisher, or authorization through payment of the appropriate per-copy fee to the Copyright Clearance Center, Inc., 222 Rosewood Drive, Danvers, MA 01923, (978) 750–8400, fax (978) 646–8600, or on the Web at www.copyright.com. -
Copyrighted Material
Index A general business overview, 153 Accounting, introduction to, 56–58 management’s discussion and financial, 56 analysis (MD&A), 153–154 generally accepted accounting Apple Inc. principles (GAAP), 57–58 Income statement example, 68 managerial, 57 balance sheet example, 81–83 tax, 56–57 statement of cash flows example, Accounts payable (AP), 73–74 86–87 days, 168–169 Asset managers, 106–107 Accounts receivable (AR), 70 Asset management, 7 days, 168 Asset purchase, 301–302 Accretion/dilution analysis, 311–319 Assets, 69–72 impact of P/E ratios on, 318–319 current, 70–71 Accrual basis of accounting, 59–60 accounts receivable (AR), 70 Accrued expenses, 74 cash and equivalents, 70 Acquisition comps, 211–214 inventories, 70 selecting, 211–212 prepaid expenses, 71 criteria for, 211–212 noncurrent (long-term), 71–72 sources for, 211 intangible, 72 spreading and normalizing, 212–214 property, plant, and equipment Activity ratios, 167–169 (PP&E), 71–72 accounts payable days, 168–169 Associates, 24–25, 39–40, 45 accounts receivable days, 168 compensation, 45 days sales of inventory, 168 exit opportunities for, 46–47 inventory turnover, 168 Amortization, 314–315 B Analysis at various prices (AVP), Balance sheet, 69–83, 90–99, 275–281, 320–321 336–340 Analysts, 23–24,COPYRIGHTED 39, 44 assets, MATERIAL 69–72 compensation, 44 current, 70–71 exit opportunities for, 46 noncurrent (long-term), 71–72 Annual report (SEC Schedule 10-K), consolidation and noncontrolling 149–150, 152–155 interest, 81 cover, 152–153 deferred tax assets and liabilities, -
FINANCIAL MODELING, INTERVIEW PREP, and TECHNICAL SKILLS DEVELOPMENT 1 Bridging the Gap: Financial Modeling, Interview Prep, and Technical Skills Development
BRIDGING THE GAP: FINANCIAL MODELING, INTERVIEW PREP, AND TECHNICAL SKILLS DEVELOPMENT 1 Bridging the Gap: Financial Modeling, Interview Prep, and Technical Skills Development Training programs for post-secondary students seeking roles in business and corporate finance EXPERTS IN FINANCIAL MODELING TRAINING [email protected] · +1 416 583 1802 WWW.MARQUEEGROUP.CA BRIDGING THE GAP: FINANCIAL MODELING, INTERVIEW PREP, AND TECHNICAL SKILLS DEVELOPMENT 2 About The Marquee Group Our Clients We believe that spreadsheet- based financial models are For several years, Marquee has led the annual the most important tools in training programs at numerous investment modern finance. Using our banks, pension funds and commercial banks. framework and discipline We have taught thousands of professionals all to develop best-in-class, across Canada, the United States, the United user-friendly models, we Kingdom, Mexico, Australia and China. help students and finance The following table highlights some of our professionals turn their models major clients: into powerful communication tools that lead to better, more UNIVERSITIES effective decisions. Acadia University Saint Mary’s University Brandeis University U of T - Rotman The Marquee Group is the only Dalhousie - Rowe UBC dedicated financial modeling firm HEC Waterloo in Canada. For over a decade, our McGill - Desautels Western - Ivey business has delivered what has McMaster - DeGroote York - Schulich become the industry standard Queen’s - Smith in financial modeling, training, SOCIETIES FINANCIAL consulting -
Paper-18: Business Valuation Management
Group-IV : Paper-18 : Business Valuation Management [ December ¯ 2011 ] 33 Q. 20. X Ltd. is considering the proposal to acquire Y Ltd. and their financial information is given below : Particulars X Ltd. Y Ltd. No. of Equity shares 10,00,000 6,00,000 Market price per share (Rs.) 30 18 Market Capitalization (Rs.) 3,00,00,000 1,08,00,000 X Ltd. intend to pay Rs. 1,40,00,000 in cash for Y Ltd., if Y Ltd.’s market price reflects only its value as a separate entity. Calculate the cost of merger: (i) When merger is financed by cash (ii) When merger is financed by stock. Answer 20. (i) Cost of Merger, when Merger is Financed by Cash = (Cash - MVY) + (MVY - PVY) Where, MVY = Market value of Y Ltd. PVY = True/intrinsic value of Y Ltd. Then, = (1,40,00,000 – 1,08,00,000) + (1,08,00,000 – 1,08,00,000) = Rs. 32,00,000 If cost of merger becomes negative then shareholders of X Ltd. will get benefited by acquiring Y Ltd. in terms of market value. (ii) Cost of Merger when Merger is Financed by Exchange of Shares in X Ltd. to the shareholders of Y Ltd. Cost of merger = PVXY - PVY Where, PVXY = Value in X Ltd. that Y Ltd.’s shareholders get. Suppose X Ltd. agrees to exchange 5,00,000 shares in exchange of shares in Y Ltd., instead of payment in cash of Rs. 1,40,00,000. Then the cost of merger is calculated as below : = (5,00,000 × Rs. -
Equities Business Overview PRESENTATION to HYPERLEDGER CAPITAL MARKETS SIG JUNE 17TH 2020
Equities Business Overview PRESENTATION TO HYPERLEDGER CAPITAL MARKETS SIG JUNE 17TH 2020 Presented by: Junji Katto Sateesh Vidhyanadhan 1 Agenda 1. Holistic View of Capital Markets 2. What are equities 3. Equities Trade Lifecycle 4. Current Equities Trading and Settlement Process 5. Challenges in Capital Markets 6. Key problems to solve 7. Blockchain Potential Benefits 8. Sample implementations 2 Holistic view of Capital Markets A capital market is a financial market in which long-term debt or equity-backed securities are bought and sold. Capital market refers to a broad spectrum of tradeable assets that includes the stock market as well as other venues for trading different financial products. The stock market allows investors and banking institutions to trade stocks, either publicly or privately. Stocks are financial instruments that represent partial ownership of a company. These documents are used extensively by companies as a means of raising capital. Within the stock market itself are primary and secondary markets that trade among banks underwriting stock and public investors trading stock, respectively. The Sales & Trading Division of the Investment Bank connects Investment Banks are intermediaries between buyers and sellers of stocks, bonds, commodities and other the providers of funding (investors-in the form of assets. Salespeople and traders sit on a trading floor. both debt and equities investors) and the users The trading floor is split out by asset class. Any large of funding (corporates, financial institutions, investment banks has following roles hedge funds, supranational, municipals and Front office Sales & Trading : governments). When talking about investment 1. Sales Traders – Client orders and contract management banking, it is important to know the difference 2. -
The Wall Street Program
THE VALUATION TRAINING PROGRAM Corporate Finance M&A Private Equity Sales and Trading Hedge Funds Equity Research Asset Management The definitive Job Search Strategy and Training Program for careers in Investment Banking, Corporate Finance, Public Finance, M&A, Private Equity, Equity Research, Sales & Trading, Hedge Funds, Asset Management, Corporate Law and anywhere else on Wall Street! THE WALL STREET PROGRAM The Wall Street Program’s Valuation Training Program will give you the skills and knowledge to build financial models in Excel to value a company. The purpose of the Valuation Training Program is to help you understand the bigger picture behind valuation and also all of the ins and outs of actually doing valuation modeling in Excel. The Training Program takes you step-by-step through the process of building a Comparable Company Analysis, Precedent Transactions Analysis, Discounted Cash Flow (DCF) Analysis, Leveraged Buy-Out Analysis and a M&A Accretion/Dilution Analysis. Our goal is to teach you valuation as if you were working at a Wall Street firm. We want you to learn everything and gain as much experience as you would gain if you worked on Wall Street. With this type of experience, you will be better prepared to successfully go through any interview process and receive job offers. Congratulations on taking the vital first step for landing a dream job on Wall Street. At The Wall Street Program, our team is committed to helping you achieve your personal best, whether it is in the area of job search strategy, cover letter and resume preparation, interviewing or financial modeling knowledge. -
Acquisitions Driven by Stock Overvaluation: Are They Good Deals? Fangjian FU Singapore Management University, [email protected]
View metadata, citation and similar papers at core.ac.uk brought to you by CORE provided by Institutional Knowledge at Singapore Management University Singapore Management University Institutional Knowledge at Singapore Management University Research Collection Lee Kong Chian School Of Lee Kong Chian School of Business Business 8-2011 Acquisitions Driven By Stock Overvaluation: Are They Good Deals? Fangjian FU Singapore Management University, [email protected] Leming LIN University of Florida Micah OFFICER Loyola Marymount University Follow this and additional works at: https://ink.library.smu.edu.sg/lkcsb_research Part of the Corporate Finance Commons, and the Finance and Financial Management Commons Citation FU, Fangjian; LIN, Leming; and OFFICER, Micah. Acquisitions Driven By Stock Overvaluation: Are They Good eD als?. (2011). European Finance Association Meeting, 17-20 August 2011. Research Collection Lee Kong Chian School Of Business. Available at: https://ink.library.smu.edu.sg/lkcsb_research/3157 This Conference Paper is brought to you for free and open access by the Lee Kong Chian School of Business at Institutional Knowledge at Singapore Management University. It has been accepted for inclusion in Research Collection Lee Kong Chian School Of Business by an authorized administrator of Institutional Knowledge at Singapore Management University. For more information, please email [email protected]. Acquisitions Driven by Stock Overvaluation: Are They Good Deals?* Fangjian Fu Singapore Management University Lee Kong Chian School of Business -
Lecture 4 (Notes by Leora Schiff) 15.649 - the Law of Mergers and Acquisitions (Spring 2003) - Prof
Lecture 4 (Notes by Leora Schiff) 15.649 - The Law of Mergers and Acquisitions (Spring 2003) - Prof. John Akula Types of Acquisitions Governed by state law: 1. Delaware a. Flexible for corporate managers b. Body of precedent 2. California a. Other end of spectrum – heavy regulations I. Statutory Merger/Consolidation A. Stock Swap Statutory Merger 1. B merges into A 2. A and B merge into C – consolidation 3. stock-for-stock merger a. shareholders of B get stock in A (or C) b. A or C absorbs assets and liabilities of B corp c. Tax free - Type A reorganization B. Cash-out Statutory Merger 1. shareholders of B receive cash, debentures or non-voting equity 2. Taxable merger C. Procedure for Statutory Merger a. BOD both A and B pass resolution approving Agreement of Merger b. A and B shareholder vote - majority of outstanding shares entitled to vote must ratify agreement c. Certificate of Merger filed with DE Secy of State to become effective on date specified d. On date, reps. of both corporations meet and close transaction D. Three Exceptions to Voting Procedures 1. small-scale merger exception 2. parent-sub merger exception 3. holding company exception E. Conditions for Closing 1. Material Adverse Condition clause – depending on terms, could choose not to close. 1 II. Asset Acquisition A. Cash-for-Assets Acquisition 1. Taxable transaction 2. A can select assets and liabilities of B 3. A shareholders do not vote on asset acquisition 4. B shareholders are cashed out 5. A corp. gets new basis in B assets based on allocation of purchase price B. -
The Role of Stock Liquidity in Mergers and Acquisitions: Evidence from a Quasi-Natural Experiment*
The Role of Stock Liquidity in Mergers and Acquisitions: Evidence from a Quasi-natural Experiment* Nishant Dass Georgia Institute of Technology Email: [email protected] Sheng Huang Singapore Management University Email: [email protected] Johan Maharjan Rensselaer Polytechnic Institute Email: [email protected] Vikram Nanda University of Texas at Dallas Email: [email protected] May 2016 *We thank Itay Goldstein, Todd Gormley, Jarrad Harford, and seminar participants at Singapore Management University and Tshinghua University for helpful comments. All remaining errors are our own. The Role of Stock Liquidity in Mergers and Acquisitions: Evidence from a Quasi-natural Experiment Abstract We examine how stock liquidity – of both acquirers and targets – affects acquisitions. We contend, relying on a simple model, that liquidity enhances acquirer stock value as an acquisition currency, especially when target stock is less liquid. Supportive of this acquisition-currency hypothesis: greater acquirer (lower target) liquidity increases acquisition likelihood and payment with stock, reduces acquisition premium, and improves acquirer announcement returns in equity deals. Our identification strategy relies on the exogenous variation in stock liquidity induced by changes in the composition of Russell-1000/2000 indices to establish causality. Consistent with the beneficial role of stock liquidity, firms take steps to improve stock liquidity prior to acquisitions. JEL classification: G30, G34 Keywords: Stock liquidity, mergers and acquisitions, Russell index reconstitution “The Covance board also discussed with Goldman Sachs [its financial advisor] the liquid market for LabCorp stock, which would allow Covance stockholders to either keep or trade the stock portion of the consideration.” From Board of Directors of Covance Inc.