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This paper is the second of twice‐annual discussions that will appear in Journal of Corporate Real Estate addressing corporate real estate‐related decision‐making and structures within the context of current capital market conditions.

Set in September 1992, this exercise provides teams of students the opportunity to negotiate terms of a merger between AT&T and McCaw Cellular. AT&T, one of the largest U.S. corporations, was the dominant competitor in long-distance telephone communications in the United States. McCaw was the largest competitor in the rapidly growing cellular-telephone communications industry. Prior to the negotiations, AT&T had no position in cellular communications. This case and its companion (F-1143) are designed to allow students to be assigned roles to play. The case may pursue some or all of the following teaching objectives: exercising valuation skills, practicing strategic analysis, exercising bargaining skills, and illustrating practical aspects of mergers and acquisitions.

In September 1990, the financial controller of this Italian subsidiary of a large pharmaceutical company must analyze the implications of two different strategies for introducing a new product into the Italian market: co-marketing distribution, in which Glaxo would permit another company to market the same product but under a different brand name; and direct sales, under which Glaxo's own sales force would be the sole channel of distribution. The tasks for the student are to scrutinize and correct financial forecasts contained in the case and then value the alternative cash flow streams. The purpose of the case is to exercise students' forecasting and valuation skills and to illustrate the application of discounted cash flow analysis to the choice of marketing policies.

In April 1992, this multinational consumer foods and beverages company is the focus of takeover rumors, which have prompted an assessment of the firm's returns. The student must choose among the principal methods of estimating the weighted-average cost of capital (WACC) for GrandMet and its three main business segments, and must then produce WACC estimates in order to evaluate the firm's performance.

This case may be taught singly or used as a merger-negotiation exercise with “Daimler-Benz A. G.: Negotiations between Daimler and Chrysler” (UVA-F-1241). Set in February 1998, the case places students in the position of negotiators for the company; their task is to value both firms, assess the potential earnings dilution of a combination, and negotiate a detailed agreement with their counterpart. The case can be used to explore such interesting negotiation issues as determination of a share-exchange ratio, treatment of major stockholders, and structuring a deal. Also, the case and exercise can be used to spark a discussion of acquisition in comparison with strategic alliance, or other less formal models of combination.

This case may be taught singly or used as a merger-negotiation exercise with “Chrysler Corporation: Negotiations between Daimler and Chrysler” (UVA-F-1240). Set in February 1998, the case places students in the position of negotiators for the company; their task is to value both firms, assess the potential earnings dilution of a combination, and negotiate a detailed agreement with their counterpart. The case can be used to explore such interesting negotiation issues as determination of a share-exchange ratio, treatment of major stockholders, and structuring a deal. Also, the case and exercise can be used to spark a discussion of acquisition in comparison with strategic alliance, or other less formal models of combination.

In November 2003, a vice president of Deutsche Bank Securities received a request from a client to finance the acquisition of a large hospital-supply distributor. The client needed to present to the seller an offering price and indication of financial commitment within two weeks. The contemplated transaction entailed a highly leveraged acquisition of the target. The tasks for the student are to value the target firm and projected synergies, assess the creditworthiness of the target (i.e., the ability to bear the high debt), and critically evaluate the general design of the transaction.

In May 1999, the CEO of this company (the largest brewer in Brazil) is contemplating a bid for Antarctica, the second-largest brewer in Brazil. The primary motives are to exploit economies of scale and other synergies and to prevent other competitors (mainly foreign multinationals) from acquiring the firm. The tasks for the student are to value the target and buyer, propose an exchange ratio of shares, and generally design the terms of the transaction.

Adversarial contracting methods are used for most public infrastructure procurement and timely delivery on budget remains a problem. In the past 20 years, OECD countries have adopted a number of alternative procurement methods that are based on collaborative principles including public private partnerships, long-term outsourcing arrangements and relationship/alliance contracts. We review the theoretical principles that operate for both adversarial and collaborative contracting methods. We identify the characteristics of non-adversarial contracting methods such as the output specification, qualitative selection criteria, the alignment of incentives, discrete allocation of residual control rights, life cycle costing, and risk-weighted value for money measurement that are delivering better procurement outcomes for government.

This case considers the unusual terms under which Rhone-Poulenc, the large French chemicals producer, acquired the U.S.-based Rorer Group, Inc., in August 1990. Set a year later, in August 1991, the case reviews the terms of the merger and the experience of the new entity in its first year, and invites the student to evaluate the “contingent value right” (CVR) issued by Rhone-Poulenc in the merger.