Arndt Weinrich | Teaching
Accounting, Analysis and Governance in Complex Deals
Last Update: June 09
Course Description
Osiris/Sqill contains important information on Accounting, Analysis and Governance in Complex Deals (BMME303). Please read all information carefully! Here’s a sneak preview of the course description:
This course integrates accounting, financial analysis, and governance, providing students with advanced skills in understanding, assessing, and executing a variety of different transaction types, such as M&A, reorganizations, and other complex deals. Since such transactions often substantially transform businesses, understanding how to analyze and navigate these disruptions is essential for any professional involved in them.
Learning Objectives
Understand how (financial) information creates and resolves conflicts between business leaders, oversight bodies, and other stakeholders throughout transactions.
Critically assess complex multi-type and multi-source information in transaction-related valuations and decisions.
Analyze the complex regulatory environment, including disclosure mandates, surrounding a variety of transaction types.
Apply regulatory risk assessment frameworks, including commercial and tax due diligence, to transactions.
Reflect on competencies in accounting, analysis, and governance acquired in other courses throughout the MSc programme to navigate complex deals.
Course Instructor
Arndt Weinrich | Assistant Professor of Accounting | weinrich@rsm.nl | RSM website
Instructional Methods
The course consists of 11 sessions that combine elements of workshops and lectures.
I expect interactive discussions to form the basis of our sessions, requiring students to be prepared, to reflect on previous input, and to actively engage with each other. Therefore, no livestreams or recordings are offered.
Mandatory Attendance
Mandatory attendance applies to guest lectures. These sessions are a core component of the course and provide essential content that cannot be replaced through alternative assignments or readings. Students who miss a guest lecture will be ineligible to participate in the corresponding weekly assignment (see assessment element “Assessment - Assignment”), resulting in a score of 0% for that week’s assignment. Note that (i) assignments in total account for 20% of the final grade and (ii) students must pass all assessment elements to pass the course. Absences from guest lectures will thus directly impact your overall performance.
Tentative sessions for Guest Lectures with Mandatory Attendance
- May 26, McKinsey & Company, Valuation
- June 16, Boston Consulting Group, Synergies
Schedule
Check timetables.eur.nl for an overview of appointments and room/lecture hall allocations
Mixed Form Assessment
“80% Element” → Final Exam (closed book) using Chromebook and Ans software
“20% Element” → Assignments (think of weekly quizzes, open questions, and other deliverables, such as case solutions) throughout the course (may include peer feedback)
Note that you must pass all assessment elements in order to pass the course. No carry-overs!
Expectations? Check the assessment rubric for detailed descriptions of expected performance at each level (Beginner, Developing, Accomplished, Exemplary) for every course learning goal
GameStop’s Push to Acquire eBay
On May 4, Gamestop’s CEO, Ryan Cohen, expressed interest in acquiring eBay: a move that surprised many given the companies’ different business models and market positions
The next day, he gave an interview to CNBC which earned him the headline “GameStop’s Ryan Cohen is either the new Buffett or the anti-Buffett” FT
eBay rejected the bid, calling the offer “neither credible nor attractive” NYT & 8K Filing & eBay Letter
\(\Rightarrow\) Watch the video on Youtube!
\(\Rightarrow\) This (short-lived) bid is a great example for accounting, analysis, and governance in complex deals, and we will refer to it throughout the course. Familiarize yourself with the case!
Kickoff and Introduction to Complex Deals
You can download the slides as HTML and PDF. Note that slides in PDF format often lose some features (e.g., embedded tabs, videos, etc.) and are thus not the preferred format.
Target Selection
Translate acquisition strategy into practical target-screening criteria
Connect value-creating archetypes to measurable financial indicators
Discuss information asymmetry and governance risks in early target selection
The OpenAI-Windsurf case is used as a stylized application of the screening framework
Key References beyond text books: Dessaint, Golubov, and Volpin (2017), Chen et al. (2018), Cai et al. (2016) (corporate governance and acquisition activity/synergies)
Cross Border Issues
Connect foreign market entry motives and strategy choices to practical deal execution challenges
Discuss failure risk in cross-border integration, using Daimler-Chrysler as a stylized case
Apply interest rate parity to convert foreign target cash flows
Evaluate policy uncertainty and tariffs as external drivers of cross-border deals
Key References beyond text books:
Valuation and Pricing
Understand how boards use fairness opinions to support fiduciary duties
Assess limitations and potential biases in fairness opinion design and interpretation
Reconcile fundamental and relative valuation approaches, and understand when they converge
Evaluate valuation sensitivity to risk, profitability, growth assumptions, and accounting choices
Distinguish and apply equity-side and enterprise-side valuation multiples in deal analysis
Guest Lecture by Marc Goedhart from McKinsey & Company on measuring value of high-growth companies (Week Three S1)
Key References:
- Fairness Opinions:
- Imperatore et al. (2024) (litigation risk and strategic target valuation in fairness opinions)
- Measuring Value:
- Fairness Opinions:
Paying and Financing an Acquisition
Payment: compare cash, stock, and mixed consideration, including share exchange ratios, dilution, collars, and EPS implications
Financing: evaluate internal funds, debt, seller financing, and sponsor-led buyout structures, including private equity and leveraged buyouts
Connect payment and financing choices to risk sharing between bidder and target shareholders
Key References: DePamphilis (2025) (Chapters 11 and 13) and Koller, Goedhart, and Wessels (2025) (Chapter 31)
Due Diligence
Transaction risk assessment: understand how due diligence reduces information asymmetries
Tax due diligence: identify historical and future tax exposures and contractual protection mechanisms
Financial due diligence: evaluate EBITDA adjustments when assessing the quality of earnings
Translate findings into implications for pricing, structure, negotiation, and final deal recommendations
Antitrust Issues
Analyze existing antitrust frameworks across jurisdictions
Evaluate how complex deals trigger antitrust concerns and review
Compare reasoning used in antitrust debates overt time
Develop evidence-based case arguments with clear implications for corporate decision-making
Key References include two Harvard Business School cases:
Redefining Antitrust in the Age of Big Tech (324018-PDF-ENG)
Bayer-Monsanto: The Challenges of a Mega Merger (W17764-PDF-ENG)
Post-Merger Integration
Purchase Price Allocation in Business Combinations (ASC 805)
Goodwill and Intangible Asset Accounting
Consolidation Mechanics including deferred taxes
Accounting Distortions in Market-Based Valuation and implications for the diversification discount
Practice Case: e.l.f. Beauty acquisition of rhode (USD 890M + earnout) as a stylized example spanning purchase price allocation, goodwill recognition, impairment testing, and valuation-multiple distortion
Key References include recent filings at SEC and guidance from professional service firms:
Additional References:
Literature
While there is no single literature source for the course, the following books (“text books” above) are used as key reference materials:
Additionally, academic articles are used to illustrate the topics covered in the course and are exam-relevant (see slides)
Reference List
Canvas
Canvas is currently online after a week of downtime due to a cyber attack at the software provider
I will continue to use arndtupb.github.io as an additional platform to share some important information and materials with you in case we lose access again
Make sure to bookmark this site and additional electronic resources available.
Download important materials regularly to avoid being sidelined by technical issues.
Accounting, Analysis and Governance in Complex Deals
