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? Control, Governance, and Financial Architecture Principles of Corporate Finance Brealey and Myers Sixth Edition Slides by Matthew Will Chapter 34 169。The McGrawHill Companies, Inc., 2020 Irwin/McGraw Hill 169。The McGrawHill Companies, Inc., 2020 Irwin/McGraw Hill 34 2 Topics Covered ? Leveraged Buyouts ? Spinoffs and Restructuring ? Conglomerates ? Private Equity Partnership ? Control and Governance 169。The McGrawHill Companies, Inc., 2020 Irwin/McGraw Hill 34 3 Definitions ? Corporate control the power to make investment and financing decisions. ? Corporate governance the role of the Board of Directors, shareholder voting, proxy fights, etc. and the actions taken by shareholders to influence corporate decisions. ? Financial architecture the financial anization of the business. 169。The McGrawHill Companies, Inc., 2020 Irwin/McGraw Hill 34 4 Leveraged Buyouts ? The difference between leveraged buyouts and ordinary acquisitions: 1. A large fraction of the purchase price is debt financed. 2. The LBO goes private, and its share is no longer trade on the open market. 169。The McGrawHill