Course content

The course addresses mergers and acquisitions (M&A) as a strategic instrument and as a decision under uncertainty, viewed from the perspective of the board of directors and executive management. Three recurring questions guide the course: Does the acquisition create value, for whom, and what is a justifiable price to pay?

The course covers the complete transaction lifecycle:

• the strategic rationale and the choice between organic growth, acquisitions, partnerships, and initial public offerings (IPO)

• financial and legal due diligence (normalized EBITDA, net debt, and normal working capital)

• valuation using cash-flow-based methods, multiple analysis, and net asset value, including synergy estimation and allocation between buyer and seller

• determining required rates of return and maximum purchase price

Special emphasis is placed on how ownership structure and financing model impact required return and willingness to pay. Strategic buyers are compared with private equity funds, including leveraged buyouts (LBOs). Initial public offerings (IPOs) are addressed in three contexts: as an alternative to sale in a dual-track process, as an exit mechanism for financial sponsors, and as a platform for buy-and-build strategies using shares as transaction consideration.

Additionally, the following topics are covered:

• regulatory and procedural frameworks for friendly and hostile takeovers, bidding processes, and defense mechanisms

• negotiations, deal structures, and risk-sharing mechanisms (cash, equity, earn-outs)

• organizational factors including corporate culture, key personnel retention, integration, and synergy realization during the first 100 days

The course also examines why a large proportion of acquisitions fail to deliver expected value, using framework concepts such as agency theory, managerial hubris, and systematic overestimation of synergies.

Artificial intelligence (AI) is utilized as a practical tool for analysis and decision support. Focus is placed on which tasks can be delegated to AI, and where professional experience and judgment remain decisive for decision quality. Participants' own experience in transactions, board work, and strategic planning is actively integrated into class discussions.

Learning outcome

Knowledge

• has in-depth knowledge of mergers and acquisitions as a strategic instrument and of the transaction lifecycle from strategic rationale to post-merger integration, including legal, financial, and organizational aspects

• has in-depth knowledge of why many acquisitions fail to create value for the acquirer, explained through agency theory, hubris, and synergy overestimation

• has advanced knowledge of valuation methods (DCF, multiple analysis, and net asset value), synergy estimation, and setting required rates of return in acquisition scenarios

• has knowledge of how strategic acquirers and private equity funds evaluate and fund acquisitions, including LBO structures, as well as IPOs as an alternative or element of a transaction strategy

• has knowledge of regulatory frameworks, bidding processes, and defense tactics in friendly and hostile takeovers, as well as where AI can optimize workflows and where human judgment is critical

Skills

• can conduct and critically evaluate financial due diligence, identifying factors that impact pricing and contractual terms

• can justify required rates of return for target companies, acquirers, and synergies, and determine a maximum offer price under various ownership and capital structures

• can evaluate financing options, consideration structures, and contract terms to achieve appropriate risk allocation

• can apply AI tools to analytical tasks, as well as verify, quality-assure, and document the outputs

General Competence

• can formulate a clear, actionable board recommendation that transparently highlights uncertainty and risk factors

• can critically assess transaction opportunities and justify when the optimal strategy is to refrain from acquiring

• can evaluate acquisitions in the broader context of enterprise strategy and long-term value creation, continuing beyond deal completion

Learning methods and activities

Instruction is delivered across two two-day modules in Trondheim, separated by an interim period of five to six weeks. Modules combine lectures, case analyses, negotiation simulations, and participant-led discussions. Experienced practitioners contribute to selected sessions. Participants prepare via self-study of prescribed literature and case materials. During the interim period, project teams work on their course project, submit a brief project outline, and receive academic supervision.

• Project assignment and board pitch: Group project centered on writing a comprehensive board recommendation (project report) based on a real-world M&A transaction or an anonymized case from a participant's firm. The process includes a mandatory project proposal, digital group mentoring, and a final table-side board presentation ("the board meeting at the table") with direct feedback from faculty and practitioners.
• Interim period and AI-assisted self-study: Independent study between sessions (5-6 weeks) supported by an AI-assisted "playbook." Generative AI tools are actively integrated throughout the course for financial analysis, accounting checks, and auditing model outputs.

Specific conditions

Recommended previous knowledge

Targeted at executives, board members, advisors, and professionals involved in or deciding on acquisitions, divestitures, capital raising, or strategic development. A basic understanding of financial accounting and capital budgeting is beneficial. Participants without this background should expect some preparatory self-study.

Required previous knowledge

Admission/prerequisite requirements: Subject to admission requirements for courses within the Master's Program in Organization and Leadership. The course has restricted capacity, and ranking rules apply according to the general section of the program curriculum.

Course materials

Selected book chapters and relevant articles.