Penn State Law professor publishes legal treatise on corporate valuation

UNIVERSITY PARK, Pa. – From a deep-dive into Elon Musk’s acquisition of X/Twitter, to a free model that can be used by lawyers to value a company, Penn State Law Professor Samuel C. Thompson, Jr.’s latest publication is packed with practical and useful information for professionals in the business law field.

The treatise, Corporate Valuation in Mergers and Acquisitions, aims to provide a guide for deal lawyers to the valuation concepts employed by investment bankers, valuation experts, and courts in valuing a target in a merger and acquisition (M&A) transaction. It provides foundational perspectives involving legal, finance, accounting, and economic aspects of valuation in M&A transactions and digs deeply into the principal valuation techniques employed in M&A—Discounted Cash Flow (DCF), Comparable Companies, and Comparable Transactions Techniques. It also introduces several other valuation techniques and related concepts.

As a complement to the book, Professor Thompson has developed a DCF valuation model that can be used to value a company. The model is available for free on the Penn State Law eLibrary website.

Thompson’s book also delves into six high-profile M&A cases involving valuation issues, examining the role of investment bankers, valuation experts, and the courts. The six cases concern the acquisitions of X/Twitter (2022), Reynolds American Inc. (RAI) (2017), AOL (2015), Aruba Networks (2015), Dell (2013), and Clearwire (2012). With the exception of the X/Twitter acquisition, the other five cases involve going-private deals in which a controlling shareholder purchased the remainder of the company stock; each of the five going-private deals also involved a final court decision on the valuation issue.

Corporate Valuation in Mergers and Acquisitions was published in December 2023 by PLI Press, the publishing division of the Practising Law Institute. Thompson has two additional books published through PLI Press: Business Taxation Deskbook (updated July 2023) and Mergers, Acquisitions, and Tender Offers (updated January 2024).

Thompson is a professor of law, Arthur Weiss Distinguished Faculty Scholar, and director of the Center for Mergers and Acquisitions at Penn State Law in University Park. He is an expert on tax and merger and acquisition law and teaches the corporate, securities, tax, and antitrust aspects of mergers and acquisitions as well as valuation in M&A, international tax, and taxation of business entities. He has published several books on these topics.