"With the number of corporate bond defaults up sharply over the lows of the middle-to-late 1990s, Creating Value through Corporate Restructuring: Case Studies in Bankruptcies, Buyouts, and Breakups (John Wiley & Sons, Inc.) is reaching the market at an apt moment. The book, which is written by Harvard Business School Professor Stuart Gilson, employs the case study method to examine the restructuring of the claims of creditors, shareholders, and employees. Of greatest interest to high yield and distressed investors is the section on financial distress, which studies such familiar companies as Continental Airlines, Flagstar Companies, The Loewen Group, and National Convenience Stores. Gilson also provides a market survey of distressed investing, exploring such nuances as prepackaged bankruptcy, "bondmail" (gaining control of a class of debt to block approval of a reorganization plan), exit strategies, tax issues, and disqualification of votes on a bankruptcy reorganization plan. Creating Value through Corporate Restructuring also addresses company overhauls that occur outside the context of potential or actual bankruptcy. Techniques include issuance of tracking stock, spin-offs, layoffs, plant closings, revisions of employee retirement benefits, and mergers. Gilson maintains a global perspective, incorporating cases not only from the United States, but also from Germany and Thailand."-- High Yield, a Merrill publication by Marty Fridson
"... 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. . . 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. . . . this is an especially valuable text for anybody working in the distressed market." (Turnarounds & Workouts Magazine, Review by David M. Henderson)
Gilson's book provides a meaningful framework for analyzing any restructuring and a guide to various tools and additional references....Detailed exhibits at the end of each chapter provide the hard, quantifiable financial and industry data that management and stakeholders must interpret to plan, negotiate, and execute a restructuring. The exhibits are especially insightful and provide examples of alternatives for presenting relevant factual information on complex restructurings. (The Journal of Corporate Renewal) --This text refers to an out of print or unavailable edition of this title.
This book is exceptional. It starts with providing the reader with the basics of distressed situations: the parties involved in restructuring, academic research regarding investment returns, the bankruptcy process, etc.
The remainder of the book in primarily composed of case studies grouped into three categories (1) liability restructuring, (2) asset/equity restructuring, and (3) restructuring employee's claims. The cases are exceptionally well written.
Many reviewers complain that the book would be better with a supplement that discusses "solutions" to the cases. I agree, those would be nice to have. However, the author uses his book to conduct his Harvard MBA course on restructuring. The value of the cases would obviously be compromised if answers were released. Maybe he will do so when he retires.
For those interested in restructuring, the following is a list of my favorite books organized by subject area.
Bankruptcy process:
1. The Executive Guide to Corporate Bankruptcy - Legal text with comprehensive coverage on the bankruptcy process
Strategies of distressed investors:
1. The Art of Distressed M&A - Good book for strategic buyers who want to purchase the company or a business unit prior to bankruptcy or through a section 363 transaction during bankruptcy
2. Distressed Debt Analysis - Good book for hedge fund managers who are looking to purchase distressed debt usually to extract short-term profits. Structural arbitrage is only briefly discussed.
Turnaround Management:
1. Corporate Recovery - Discusses how to turnaround companies nearing, but not in, bankruptcy
2. Corporate Turnaround - Discusses how to turnaround companies nearing, but not in, bankruptcy
Accounting for Restructuring:
Advanced Accounting by Hoyle, Schaefer, Doupnik - Excellent coverage of fresh start accounting and NOL preservation. Note that only one chapter in the book covers bankruptcy accounting but this will be the same for all advanced accounting texts.
Note, Principles of Corporate Renewal and The Vulture Investors are supposed to good as well but I have not read them yet.
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.
You'd be surprised by how few business schools offer courses on bankruptcy and restructuring. I know that I was. I came to Wharton this year to teach "Advanced Corporate Finance" in the MBA program. In preliminary "due diligence," I discovered there were no finance electives on bankruptcy and restructuring. To bridge the gap, I decided to conclude my course with two modules, one on Corporate Restructuring and the other on Bankruptcy.
Material for both modules came straight from Gilson's book. Students relished the case studies. They fueled many of the most lively and engaging discussions we enjoyed all term. Students are worried about the economy. For the first time, many also sense career opportunities in the area of distressed debt. When I planned the course, I counted on both to spur interest in the modules.
What I didn't count on was how well Gilson's cases would frame virtually all other material that I covered. Key lessons resurfaced from all modules: Financial Analysis and Forecasting, Capital Structure Policy, Capital Budgeting, and Mergers and Acquisitions. In each case, revisiting the ideas in the context of bankruptcy and restructuring threw them into high relief. So much so that I was able to substitute restructuring cases for those I had intended as "comprehensive" case discussions.
As important for educators, Gilson's cases provide all necessary background information about how key legal and procedural aspects of the Bankruptcy Code influence managers' decisions. In Gilson's cases, the decisions featured are crucial to determining how to maximize value in distressed situations, as well as how to distribute it when all is said and done.
In the final analysis, aren't these *exactly* the issues that MBA courses in corporate finance should address? My students at Wharton this term sure thought so. In the spring, my two sections are also already full. I've been told the "buzz" is mostly due to Gilson's restructuring material. Hopefully, some value was created in the delivery. Nonetheless, I couldn't recommend any material more highly for anyone planning to teach a spring term corporate finance course.
This is a TERRIFIC book, but it is a collection of terrific case studies and by that I mean the kind of case studies you would use in an MBA program. There are no conclusions drawn or analysis of the case or even questions to think about. There is also no follow up on the corporations included and how their plans were actually implemented or if they survived.
However, the cases are divided up into three parts and each part has a short essay that introductes the general theme for the cases and offers a paragraph summary of each case. There is also a reding list of academic papers and books that can be used to delve deeper on that parts topic. This does add real value to this book.
Just like in b-school, you are expected to dig, dig, dig. And this is a good thing. Don't get me wrong. You will learn more by asking yourself questions about what all the information means. And if you are an experienced case reader you will pretty much know what you should go after. And these cases have a extremely useful financials associated with them (analyzing these is where the real payoff is). You can do a lot of the follow up on your own by digging through Internet resources such as WSJ, Yahoo, and Hoovers, etc.
Just don't expect any easy conclusions in the book because it is designed for use in class so all of the conclusions have to be held back or the cases become useless for teaching. However, since discussion of cases is the best place to get new insights above your own analysis, it would be GREAT if the publisher or the author put up a website where purchasers of this book could discuss the cases with each other.
Maybe this would be the same problem as publishing analysis. However, my only frustration with this wonderful book is that even though I have gotten a great deal from it and will continue to benefit from it as a resource text for years to come, I KNOW I could get more out of it by discussing it with others. Each of these cases would be terrific for class use.
The cases are all five star. I gave the book four stars only because of my personal frustrations in not being able to get other discussion about the cases and because of its very specialized topic. If you are interested in this topic and understand what cases are and are not - then for you this is a five star book.
Product Details :
Hardcover: 848 pages
Publisher: Wiley; 2 edition (April 5, 2010)
Language: English
ISBN-10: 0470503521
ISBN-13: 978-0470503522
Product Dimensions: 6.3 x 1.6 x 9 inches
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