...M U M B AI SILICON VALLEY BANGA LORE SINGA P ORE MUMBA I BK C NE W DE L HI MUNICH Mergers & Acquisitions in India May 2015 © Copyright 2015 Nishith Desai Associates www.nishithdesai.com Mergers & Acquisitions in India About NDA Nishith Desai Associates (NDA) is a research based international law firm with offices in Mumbai, Bangalore, Silicon Valley, Singapore, New Delhi, Munich. We specialize in strategic legal, regulatory and tax advice coupled with industry expertise in an integrated manner. We focus on niche areas in which we provide significant value and are invariably involved in select highly complex, innovative transactions. Our key clients include marquee repeat Fortune 500 clientele. Core practice areas include International Tax, International Tax Litigation, Litigation & Dispute Resolution, Fund Formation, Fund Investments, Capital Markets, Employment and HR, Intellectual Property, Corporate & Securities Law, Competition Law, Mergers & Acquisitions, JVs & Restructuring, General Commercial Law and Succession and Estate Planning. Our specialized industry niches include financial services, IT and telecom, education, pharma and life sciences, media and entertainment, real estate and infrastructure. Nishith Desai Associates has been ranked as the Most Innovative Indian Law Firm (2014) and the Second Most Innovative Asia - Pacific Law Firm (2014) at the Innovative Lawyers Asia-Pacific Awards by the Financial Times - RSG Consulting...
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...The William Wrigley Jr. Company: Captial Structure, Valuation, and the Cost of Capital Thomas A. Dotter University of the Incarnate Word Introduction In the case study, “The William Wrigley Jr. Company: Captial Structure, Valuation, and the Cost of Capital” the author, Robert Bruner, examines how Blanka Dobrynin, managing partner at Aurora Borealis, explores the opportunity to persuade Wrigley’s board to complete a leveraged recapitalization through a dividend or major share repurchase. Through her active investor strategy, Blanca is trying to increase the value of investment in Wrigley. Blanca’s objective would be to create ultimately new value in Wm. Wrigley Jr. corporation and thus increase the value of Aurora Borealis’ initial investment in the firm. As a result of using the three billion to complete a significant share repurchase or by increasing the dividend to stockholders; Finance theory can be used to demonstrate how Blanca’s strategy will enhance the value of the firm and ultimately increase Aurora Borealis’ initial investment. Case Study Questions Based on the theory and research papers read during the semester, the following is an analysis of the effects of issuing $3 billion of new debt and using the proceeds either to pay a dividend or to repurchase shares on: 1. Wrigley’s outstanding shares? a. A firm can leverage debt to maximize profitability which will allow the firm to compete in a competitive market (DeAngelo & Masulis, 1979)...
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...preserve and extend access to Economic and Political Weekly. http://www.jstor.org This content downloaded from 220.123.180.237 on Tue, 20 May 2014 04:19:37 AM All use subject to JSTOR Terms and Conditions Mergers and Patterns Acquisitions MNEs by and Implications A competition policy is more, not less, important with liberalised FDI inflows. This is because of growing mergers and acquisitions by multination enterprises concentrate market power. Unlike greenfield investments, M and As may not add to the stock of capital in the country, nor bring in new knowledge or lead to knowledge spillover. The hope-for benefits of FDI inflows will accrue only if there is an appropriate competition policy. NAGESH KUMAR ergers and acquisitions (M and As) have become increasingly important channels of crossborderindustrialrestructuringand foreign direct investment (FDI) all over the world. In India, the policy liberalisation in the 1990s has facilitated M and As including cross-border M and As....
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...Legal Aspects of BLACKBERRY Takeover by FAIRFAX Legal Aspects of BLACKBERRY Takeover by FAIRFAX by by Anubhav Gaur SMBA12045 Section B Anubhav Gaur SMBA12045 Section B TABLE OF CONTENTS Acknoledgement Summary blackberry ltd. Section 1.1 : History Section 1.2 : Strategic Changes Section 1.3 : Success in Market place Section 1.4 : Changes in Financial Fortunes Section 1.5 : Financial Fortunes FAIRFAX LTD. Section 2.1 : Corporate Governance Section 2.2 : History Section 2.3 : Credit Ratings MERGERS & ACQUISATIONS Section 3.1 : Legal Structures Section 3.2 : Documentation Section 3.3 : Business Valuation TAKEOVERS Section 4.1 : Types Of Takeover Section 4.2 : Financing a Takeover Section 4.3 : Mechanics Section 4.4 : Strategies Section 4.5 : Agency Problems Section 4.6 : Pros & Cons Laws & Codes used during takeover Section 5.1 : City Code on Takeovers & Mergers Section 5.2 : Competetion Law Section 5.3 : Takeover Directives Section 5.4 : Companies ACT 1985 BLACKBERRY TAKEOVER REGULATORY APPROVAL COMPETETION COMMISION FOR TAKE OVER FCPA Section 8.1 : Provision & Scope Section 8.2 : History Section 8.3 : Requirements Section 8.4 : Application UK BRIBERY ACT TAKEOVER MECHANICS OF BLACKBERRY TAKEOVER CONCLUSION BIBLIOGRAPHY & REFERENCES ACKNOLEGDEMENT I take this opportunity to express my profound gratitude and deep regards to my guide Prof. Deepak Dayal for his exemplary guidance,...
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...HND Business and Finance Unit 45: Business Ethics Lul Mohamed The concept of business ethics applied in Pfizer, M&S and Shell Global Plc. Name: Lul Mohamed Student ID: Assessor: Date: 12/10/2014 To: Pfizer Managers/Directors, From: Lul Mahamed Subject: Ethical perspective and corporate responsibility of Pfizer, M&S and Shell Global Plc. Date: 12/10/2014 Pfizer pharmaceutical company According to recent studies, Pharmaceutical company that provide and innovate biopharmaceutical as a medicinal business such as Pfizer are subject on their ethical behaviour. Likewise, Pfizer is a Pharmaceutical firm that have recently been question on their ethical behaviour and standards. The organisation was unsuccessful on their takeover bid on British company AstraZeneca, due to their recent scandals on animal testing, testing drugs on children and bribery issues to resolve their illegal activities (paying 60 million to settle their charges). Each businesses should take into consideration their ethical standards and corporate social responsibility (CSR) . Therefore, it is inevitable to maintain sustainability in order to achieve good public image and reputation within their stakeholders. This report will examine the ethical behaviour including the Corporate Social Responsibility of Pfizer, M&S and Shell Global Plc. Pfizer primary mission is to improve the health welfare of each of its stakeholders needs and wants (Pfizer, 2007). The company uses science as...
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...CORPORATE FINANCE & ADVISORY SERVICES Tutorial (Week of 7 Dec) (Question) (Oct 2015 semester) Topic : M&A Question 1 Situation A Listed company, Aspiration Limited, has an issued capital of $120 million, comprising 120 million ordinary shares. Mr Sim currently owns 48 million shares of Aspiration Limited. He bought 3 million shares and his wife another 3 million shares of the company within the next 6 months. Situation B Listed company, Brighton Limited, has an issued capital of $200 million, comprising 200 million ordinary shares. Mr Tan currently owns 52 million shares of Brighton Limited. He succeeds in buying a total of 8 million shares of the company within the next 6 months. There are no parties acting in concert with him in this matter. Question 1 a) Has Mr Sim triggered Rule 14 of the Singapore’s Code on Mergers & Take-overs (“The Code”) ? Explain the operation of Rule 14 of The Code in respect of Mr Sim’s position and support your answer with the appropriate computations (to 1 decimal place). (b) Has Mr Tan triggered Rule 14 of The Code ? Explain the operation of Rule 14 in respect of Mr Tan’s position and support your answer with the appropriate computations. (c) Is there a difference in Mr Sim’s position as compared to Mr Tan as a result of their share purchases ? In answering this question, consider : - Whether there is a need for Mr Sim &/or Mr Tan to make a general offer for the remaining shares of the companies...
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...Journal of International Business and Law Volume 7 | Issue 1 Article 3 1-1-2008 Management Controlled Firms v. Owner Controlled Firms: A Historical Perspective of Ownership Concentration in the US, East Asia and the EU Andrew C. Spieler Andrew S. Murray Follow this and additional works at: http://scholarlycommons.law.hofstra.edu/jibl Recommended Citation Spieler, Andrew C. and Murray, Andrew S. (2008) "Management Controlled Firms v. Owner Controlled Firms: A Historical Perspective of Ownership Concentration in the US, East Asia and the EU," Journal of International Business and Law: Vol. 7: Iss. 1, Article 3. Available at: http://scholarlycommons.law.hofstra.edu/jibl/vol7/iss1/3 This Article is brought to you for free and open access by Scholarly Commons at Hofstra Law. It has been accepted for inclusion in Journal of International Business and Law by an authorized administrator of Scholarly Commons at Hofstra Law. For more information, please contact lawcls@hofstra.edu. Spieler and Murray: Management Controlled Firms v. Owner Controlled Firms: A Historic MANAGEMENT CONTROLLED FIRMS v. OWNER CONTROLLED FIRMS: A HISTORICAL PERSPECTIVE OF OWNERSHIP CONCENTRATION IN THE US, EAST ASIA AND THE EU Andrew C. Spieler* & Andrew S. Murray" ABSTRACT This paper will present a historical perspective on the relationship between owner controlled firms and management controlled firms in the US, Europe, and East Asia, and the degree to which concentration...
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...CORPORATE GOVERNANCE: A SURVEY OF THE LITERATURE November, 2003 Jorge Farinha* Keywords: agency theory, corporate governance, ownership structure JEL Classification: G300 *CETE-Centro de Estudos de Economia Industrial, do Trabalho e da Empresa, Faculdade de Economia, Universidade do Porto, Portugal. Correspondence to: Jorge Farinha, Faculdade de Economia da Universidade do Porto, Rua Roberto Frias, 4200 Porto, Portugal. Tel. (351)-22-5571100, Fax (351)-22-5505050. E-mail: jfarinha@fep.up.pt. CORPORATE GOVERNANCE: A SURVEY OF THE LITERATURE ABSTRACT This paper reviews the theoretical and empirical literature on the nature and consequences of the corporate governance problem, providing some guidance on the major points of consensus and dissent among researchers on this issue. Also analysed is the effectiveness of a set of external and internal disciplining mechanisms in providing a solution for the corporate governance problem. Apart from this, particular emphases are given to the special conflicts arising from the relationship between managers and shareholders in companies with large ownership diffusion, the issue of managerial entrenchment and the link between firm value and corporate governance. Keywords: agency theory, corporate governance, ownership structure JEL Classification: G300 1 1 Introduction Recent financial scandals associated to accounting and other frauds allegedly blamed to top company managers (e.g. Enron, Worldcom, Adelphia) have...
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...------------------------------------------------- FOR OFFICE INFORMATION ONLY Extensions All extensions requests must be submitted to programmes administrators in advance of the submission deadline. | Extension granted until: | Authorised by: | Most common Strategies to enter an International Market Development in International Businesses Jonas Meyer Glasgow University | | | | Adam Smith Business School | | | | Place & date: | Glasgow, 17. February 2015 | | | | Name, initials: | Meyer, JonasExchange Student fromMaastricht University | | For assessor only | | ID number: | Glasgow ID: 2185941MMaastricht ID: i6054474 | | 1. Content | | Study: | Development of International Business | | 2.Language structure | | Course code: | MGT 4060 | | 3.Language accuracy | | Tutorial number: | Wednesdays, 9-11am | | 4.Language: Format& citing/referencing | | Course Coordinator: | Dr Valerio Cerretano | | Overall: | | Writing assignment: | Essay | | Assessor’s initials | | Your Glasgow email address: 2185941M@student.gla.ac.uk Table of Content 1. Introduction 2 2. Motives of International Business 2 3. Forms of International Business 3 3.1 Equity Entry Modes 3 3.2...
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...Mergers & Acquisitions in India With specific reference to Competition Law This research paper is a copyright of Nishith Desai Associates. No reader should act on the basis of any statement contained herein without seeking professional advice. The authors and the firm expressly disclaim all and any liability to any person who has read this research paper, or otherwise, in respect of anything, consequences by any such and of of anything in February 1, 2010 done, or omitted to be done person reliance upon the contents of this research paper. Nishith Desai Associates www.nishithdesai.com TABLE OF CONTENTS I. II. Introduction .................................................................................................................................................... 3 Mergers and Amalgamations: Key Corporate and Securities Laws Considerations. ...................................... 7 III. Acquisitions: Key Corporate and Securities Laws Considerations................................................................. 10 IV. Competition Law ............................................................................................................................................ 21 V. Exchange Control............................................................................................................................................ 24 VI. Taxes and Duties ...................................................................................................
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...Target Financial Reporting Quality and M&A Deals that Go Bust* HOLLIS A. SKAIFE, University of Wisconsin–Madison DANIEL D. WANGERIN, Michigan State University 1. Introduction This study investigates whether target firms’ financial reporting quality affects the likelihood that merger and acquisition (M&A) deals will ultimately be terminated. Managers looking to increase their market share, enter new markets, or diversify their operations will consider acquiring another company based on the company’s performance, geographic locations, and lines of business, respectively. If the potential target is a U.S. publicly traded company, an acquirer’s initial assessment of the expected benefits associated with the acquisition of the company is based on publicly available information. Generally, the acquirer obtains limited private information from the target prior to the signing of the acquisition agreement. Although an acquisition agreement creates a binding contractual obligation for both entities to go forward with the deal, it does not guarantee completion of the deal. The acquisition agreement typically contains a warranty by the target that its financial statements are prepared in accordance with generally accepted accounting principles (GAAP). If this warranty is breached, the deal can be terminated. We hypothesize that low-quality financial reporting by target firms prior to the announcement of a deal increases the likelihood that a target firm’s U.S. GAAP warranties stated in the acquisition...
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...Brochure More information from http://www.researchandmarkets.com/reports/1226320/ Innocent Drinks Case Study: Capitalizing on the Health Trend in the Smoothie Category Description: This case study on Innocent Drinks forms part of The case studies series, which explores business practices across a variety of disciplines and business sectors. It focuses on the company's achievements as it copes with recession, competition and takeovers. Key reasons to purchase this title - Gain insight into the methods used by important industry players to give them a competitive edge - Identify specific areas for operational improvements - Capitalize on the knowledge of experienced companies when entering a new niche or market Contents: DATAMONITOR VIEW CATALYST SUMMARY ANALYSIS The UK market for juices and smoothies is buoyant, spurred on by the health trend The juices category is larger and more mature, but smoothies are forecast to see double-digit growth Juice launches continue to dwarf the more nascent smoothies category launches Consumer health demands fuel the market Health and natural claims dominate both categories, while exotic fruit flavors are gaining ground Growth in smoothies is being aided by innovative offerings Innocent Drinks is the dominant smoothie player in the UK, successfully addressing health demands with well-marketed products The company is the clear smoothie leader, outlasting a number of competitor brands The recession and poor weather temporarily impacted...
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...Mergers and Acquisitions Basics Mergers and Acquisitions Basics All You Need To Know Donald DePamphilis Amsterdam • Boston • Heidelberg • London New York • Oxford • Paris • San Diego San Francisco • Singapore • Sydney • Tokyo Academic Press is an imprint of Elsevier Academic Press is an imprint of Elsevier 30 Corporate Drive, Suite 400, Burlington, MA 01803, USA Elsevier, The Boulevard, Langford Lane, Kidlington, Oxford, OX5 1GB, UK Copyright © 2011 Elsevier Inc. All rights reserved No part of this publication may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or any information storage and retrieval system, without permission in writing from the publisher. Details on how to seek permission, further information about the Publisher’s permissions policies and our arrangements with organizations such as the Copyright Clearance Center and the Copyright Licensing Agency, can be found at our website: www.elsevier.com/permissions. This book and the individual contributions contained in it are protected under copyright by the Publisher (other than as may be noted herein). Notices Knowledge and best practice in this field are constantly changing. As new research and experience broaden our understanding, changes in research methods, professional practices, or medical treatment may become necessary. Practitioners and researchers must always rely on their own experience and knowledge...
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...theory behind buying an organisation is to build shareholder value over and above of the sum of the two organisations. Mergers and acquisitions have become a regular occurrence of growth for organisations in the recent years. Organisations are presented with likely wider market share as well as open to a more diversified market. Mergers has most times been seen to be profitable both competition and consumers by allowing companies to run more successfully. It may occasionally lead to decrease competition in some ways and highly complicated as can be seen in today's world. There are laws governing mergers and acquisitions in the UK which is covered in the city Code on Takeovers and Mergers which is created to ensure that shareholders are cared for and not denied the privilege to decide on the value of a takeover and that shareholders of the same standard are afforded equal rights by an offeror. CSR is the process of evaluating a company's impact on the society and assessing their responsibilities. It defines areas of concern and initiatives to better relations with the people as well as the environments affected by business functions. Shell Plc certainly needs to do more to improve the quality of life in the society in which they operate as well as the environment where they operate. Shell has about 2,000 major spillage in the Niger Delta region of Nigeria where they operate which is looked into in this report. Introduction The onus of acquisition is not the mere...
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...NELLCO NELLCO Legal Scholarship Repository Harvard Law School John M. Olin Center for Law, Economics and Business Discussion Paper Series Harvard Law School 8-3-2004 The Institutions of Corporate Governance Mark J. Roe Harvard Law School Recommended Citation Roe, Mark J., "The Institutions of Corporate Governance" (2004). Harvard Law School John M. Olin Center for Law, Economics and Business Discussion Paper Series. Paper 488. http://lsr.nellco.org/harvard_olin/488 This Article is brought to you for free and open access by the Harvard Law School at NELLCO Legal Scholarship Repository. It has been accepted for inclusion in Harvard Law School John M. Olin Center for Law, Economics and Business Discussion Paper Series by an authorized administrator of NELLCO Legal Scholarship Repository. For more information, please contact tracy.thompson@nellco.org. ISSN 1045-6333 HARVARD JOHN M. OLIN CENTER FOR LAW, ECONOMICS, AND BUSINESS THE INSTITUTIONS OF CORPORATE GOVERNANCE Mark J. Roe Discussion Paper No. 488 08/2004 Harvard Law School Cambridge, MA 02138 This paper can be downloaded without charge from: The Harvard John M. Olin Discussion Paper Series: http://www.law.harvard.edu/programs/olin_center/ The Social Science Research Network Electronic Paper Collection: http://papers.ssrn.com/abstract_id=###### This paper is also a discussion paper of the John M. Olin Center's Program on Corporate Governance JEL K4, H73, G34, G28 ...
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