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Creating Value Through Corporate Restructuring: Case Studies in Bankruptcies, Buyouts, and Breakups

Creating Value Through Corporate Restructuring: Case Studies in Bankruptcies, Buyouts, and Breakups

List Price: $79.95
Your Price: $50.37
Product Info Reviews

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Rating: 5 stars
Summary: A Triumph
Review: Kudos to Stuart Gilson. Gilson is well known as one of the leading lecturers on the economics of complex Chapter 11 cases, particularly the issue of enterprise valuation. His in-person presentations are as entertaining as they are impressive, and he understands the issues better than many of the "valuation experts" whom I've seen testify in Bankruptcy Court.

Lecturing is one thing; writing is another. Remarkably, Gilson's book exceeeds his lectures. His writing style is fluid and informative, and he is able to include much more supporting detail than he can in a lecture. In addition, his book goes well beyond the issue of enterprise valuation to expose the very core of "what really happens" in major restructurings.

Virtually any reader with an interest in corporate America should find this book interesting. In addition, those with a basic background in business and finance will be able to glean even more from Gilson's materials, particularly the financial statements and graphs that accompany the text. I highly recommend it.

Rating: 5 stars
Summary: from a Columbia Business School professor
Review: Managers located in any society in the world, from all industry types, will benefit from reading Gilson's excellent essays about the three major constituent groups in any restructuring, creditors, employees, and shareholders. He weaves together, with sophisticated understanding, finance and legal considerations with operational and managerial concerns. For those who want the most interesting work today in valuing troubled companies, turn to Gilson's Technical Note, published here in Appendix B. Gilson's case materials have been integral parts of my MBA course material for many years - they open wide worlds for discussion and learning.

Rating: 5 stars
Summary: Very useful!
Review: Prof. Gilson's book is a very practical and comprehensive guide on the restructuring of companies not only in the US, but around the world. The 13 cases of which the book is made of are well-selected to address all critical questions within the process of corporate restructuring. Every case delivers answers to the three most prominent questions of corporate restructuring: 1.) Is there an actual need to restructure? 2.) How should be restructured? and 3.) How does the restructuring strategy should be impleneted?

By differentiation between creditors' claims, shareholders' claims and employees' claims the three major stakeholders of companies and their particular interests in a company are taken into consideration.

I'm using Prof. Gilson's book for classroom teaching purposes, because the cases provide a "real-world window" on corporate restructuring, beside all the different theoretical concepts and instruments, the motivation or the tax and legal aspects of corporate restructuring. Particularly here in Germany (maybe Europe in General), corporate retructuring is not "just another option" for companies, but in many cases it's a necessity, if the company wants to survive. Furthermore, corporate restructuring can create additional value for every comapany pursuing a shareholder value maximizing strategy. The corporate restructuring of the "Deutschland AG" has just begun ...

Rating: 5 stars
Summary: Resource & Context in A Usable Form
Review: Professor Gilson has added a readable, useful reference to the limited body of business literature concerned with corporate restructuring. Creating Value through Corporate Restructuring takes advantage of what the case method does best-the mixing of relevant reference material into a real world context. This book incorporates valuation models, relevant legislation and applicable business precedent not in isolation, but as part of real, complex business situations.

What Professor Gilson does not do is think for his readers. Situations are presented fully and carefully along with relevant information, but the actual outcomes are not presented. This is the norm in the case method, which invites the reader to solve the problem on his own rather than follow in someone else's footsteps. So while the cases lack an "ending," they do an excellent job stimulating creative business thinking.

Clearly, Gilson believes that there is great value to be unlocked in understanding corporate restructuring, but he is by no means promising a magic formula for wealth creation. Instead, he seems to suggest through the selected material that the great variety of restructuring scenarios makes a "cookie cutter" approach impractical and unworkable. Thus, critical thinking and careful analysis must always accompany a good mastery of the basics of restructuring. I believe that this text is excellent at stimulating this kind of directed approach. As such, I believe it is a valuable addition to those who would seek to understand the always messy but sometimes lucrative world of corporate restructuring.

Rating: 5 stars
Summary: Excellent book for graduate students and practitioners
Review: Professor Gilson's case book is an excellent resource for graduate students and practioners interested in understanding the core issues facing managers in corporate restructuring situations. By combining case studies of some of the classic restructuring events in the recent past with a succinct discussion of the core issues and a background review of the academic and practitioner research on these topics at the beginning of each section of the book, Gilson has provided readers an invaluable resource for additional in-depth understanding of the myriad of issues that may interest any particular reader.

Rating: 5 stars
Summary: Worth Reading
Review: Review by David M. Henderson
President
Renaissance American Management, Inc.

Most business books fall into two categories. The first is very important. It is like that stuff you have to drink before you have a colonoscopy. You keep telling yourself, this is very good for me, while you would rather be at the beach reading Liar's Poker or Barbarians at the Gate.

Stuart Gilson, of the Harvard Business School, has managed to write a book important to everybody in the distressed market that is also quite enjoyable. His prose is fluid and succinct and a pleasure to read. But don't take my word for it. The dust jacket endorsements come from Jay Alix, Martin Fridson, Harvey Miller, Arthur Newman, and Sanford Sigoloff. At a collective gazillion dollars a billing hour, that's a lot of endorsement.

Be advised that this is designed as a text book. The case study format might be off-putting to some. The effect can be jarring as you read the narrative history of the case and suddenly confront the financial statements without any further clue as to what to do, but this must be what it is like for the turnaround manager. Even after reading several of the cases, when I got to the financials I had that sinking feeling of, what do I do now? If you read carefully, clues to the solutions are in the introductions.

The book is divided into three "modules", bizspeak for sections: Restructuring Creditors' Claims,. Restructuring Shareholders' Claims, and Restructuring Employees' Claims. The text covers 13 corporate restructurings focusing on debt workouts, vulture investing, equity spinoffs, tracking stock, asset divestitures, employee layoffs, corporate downsizing, M & A, HLTs, wage give-backs, employee stock buyouts, and the restructuring of employee benefit plans. That's a pretty comprehensive survey, wouldn't you say?

Dr. Gilson's chapter on "Investing in Distressed Situations" is an excellent summary of the distressed market and a good touchstone even for seasoned vultures.

Even in the two appendices on technical analysis, this book is marvelously free of those charts and graphs that purport to show some general ROI of distressed investing. Those are cute, aren't they? As Judy Mencher has famously said, "You can buy the paper at 50 thinking it's going to 70, but it can just as easily go to 30 if you are not willing to act on it." Therein lies the rub and the weakness, if inevitable, of this or any book on corporate restructurings: who are the players acting on the case? As Dr. Gilson notes, no two cases are alike, and the outcome is highly subjective, in our out of Court, but especially in Chapter 11. Is the Judge enthralled by Jack Butler as Debtor's Counsel or intimidated by Harvey Miller as Debtor's Counsel? Are you holding "secured" paper only to discover that when it was issued the bond counsel forgot to notify the Indenture Trustee of the most Senior debt? Is somebody holding Junior paper that you think is out of the money only to have Hugh Ray read the fine print and discover that the "Junior" paper is secured? This is the stuff of corporate reorganizations that is virtually impossible to codify into a textbook.

That said, this is an especially valuable text for anybody working in the distressed market. As a Duke grad, I tend to be disdainful of all things Harvard, but having read Dr. Gilson's book, I am enticed to encamp by the dirty waters of the Charles long enough to take his course, appropriately entitled, "Creating Value Through Corporate Restructuring."

Rating: 4 stars
Summary: Finance with Negative Signs
Review: Someone (perhaps it was I) has said that bankruptcy is corporate finance with negative signs. This has always been true but it is amazing how far mainstream finance has gone to try to resist the comparison. The resistance must be, must have been more cultural than economic, because it is axiomatic that anything is a bargain at the right price, and that there is no more or less money to be made in "distress investing" than in any other. Two generations ago, there seems to have been only one person in American that really understood this point - the late Max Heine, who made his grubstake by investing in out-of-favor railroad bonds in the Great Depression, and then riding the wave of prosperity that emerged in World War II. In the same vein, 40 years ago just about any bankruptcy judge would have looked on an "assigned claim" as some kind of monster.

Times have changed. Now everybody's an arbitrageur. The "vulture investors" have their conferences, their social clubs, and for all I know, their own softball team.

Stuart C. Gilson"s "Corporate Restructuring" symbolizes the sea change from the old attitude to the new. It adds the imprimatur of the Harvard Business School to the notion that vulture investing is just another way of making money. As others have noted, this isn't a work of high theory - indeed it has a kind of slapdash, direct-off-the-photocopier feel that is remarkably common in business publications. For fancy theory, you look elsewhere - in law to the likes of Douglas Baird or Lucian Arye Bebchuk; in finance to the developing lore of "real options." But the case studies are an excellent device for getting a sense of the texture and possibilities of vulture investing. It can be read with profit alongside Hilary Rosenberg's "The Vulture Investors." Ambitious students who want the full theoretical framework will match it with David G. Luenberger's "Investment Science." But Gilson's work has merit on its own as one kind of introduction to this revolution in investment thinking.

Rating: 4 stars
Summary: Finance with Negative Signs
Review: Someone (perhaps it was I) has said that bankruptcy is corporate finance with negative signs. This has always been true but it is amazing how far mainstream finance has gone to try to resist the comparison. The resistance must be, must have been more cultural than economic, because it is axiomatic that anything is a bargain at the right price, and that there is no more or less money to be made in "distress investing" than in any other. Two generations ago, there seems to have been only one person in American that really understood this point - the late Max Heine, who made his grubstake by investing in out-of-favor railroad bonds in the Great Depression, and then riding the wave of prosperity that emerged in World War II. In the same vein, 40 years ago just about any bankruptcy judge would have looked on an "assigned claim" as some kind of monster.

Times have changed. Now everybody's an arbitrageur. The "vulture investors" have their conferences, their social clubs, and for all I know, their own softball team.

Stuart C. Gilson"s "Corporate Restructuring" symbolizes the sea change from the old attitude to the new. It adds the imprimatur of the Harvard Business School to the notion that vulture investing is just another way of making money. As others have noted, this isn't a work of high theory - indeed it has a kind of slapdash, direct-off-the-photocopier feel that is remarkably common in business publications. For fancy theory, you look elsewhere - in law to the likes of Douglas Baird or Lucian Arye Bebchuk; in finance to the developing lore of "real options." But the case studies are an excellent device for getting a sense of the texture and possibilities of vulture investing. It can be read with profit alongside Hilary Rosenberg's "The Vulture Investors." Ambitious students who want the full theoretical framework will match it with David G. Luenberger's "Investment Science." But Gilson's work has merit on its own as one kind of introduction to this revolution in investment thinking.

Rating: 5 stars
Summary: A Must Read for Turnaround Professionals and Students
Review: Stuart Gilson's Creating Value Through Corporate Restructuring offers an extremely honest and insightful perspective of real world issues encountered by distressed companies. Gilson's book is an excellent resource for understanding the various financial and operational complexities of corporate restructurings, particularly with regard to distressed valuations. In addition to the case studies, the author offers a terrific discussion on profiting from distressed investment. As a turnaround professional, I have already recommended this book to several of my colleagues, and would recommend it to anyone interested in turnarounds or distressed investments.

Rating: 4 stars
Summary: Seamless integration of past lessons and timeless analysis
Review: Stuart Gilson's survey of notable corporate restructurings, as seen through the eyes of the leaders that managed through them, is a seamless integration of both important lessons learned and a description of the various analytic tools and lenses employed to manage through them. Whether it be through the eyes of "Chainsaw" Al Dunlap at Sunbeam or the managers of a Canadian-run group of funeral service providers, in each case a protagonist is confronted with an unexpected set of circumstances that can, or already has, pushed their company to the brink of restructuring and/or Chapter 11. As the reader follows each case as it unfolds, he is introduced to the tools that can help the protagonist navigate their company through difficult times, or send them to bankruptcy court. In following each case the reader learns how managers might have dealt with these challenging situations and prepares himself to face these situations, analyze and dissect them quickly, and manage effectively through them the first time around. It is for these reasons that Stuart Gilson's "Creating Value through Corporate Restructuring" is a must read for anyone who analyzes or invests in companies facing the challenges of working through restructurings in today's market environment.


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