...Merger Memo JaDarius Stewart HCS/514 February 10, 2014 Michael Curtis Merger Memo Introduction In this memo will discuss the importance of communication within the company, and the impact of organizational culture on products and services. We will also talk about organizational behavior and how it affects quality, competition, and human relations. We are also going to learn how job design, work processes, and performance expectations can affect organizational outcomes. The Importance of Communication In order for our company to succeed in this merger, the key factor is going to be communication. Communication must take place at all levels of the spectrum within our organization. We must embrace change and it will be brought about through communication. We build the success of our organization by exchanging our ideas, thoughts and emotions. Each employee’s has a wealth of information, and we encourage our employees to participate in sharing their thoughts and ideas. There may be times where we will encounter conflict, but with good communication we will get through our conflicts. This organization considers your ideas and opinions important and we will arrive at an agreed-upon meaning. As an employee, what you have to say whether it is an opinion, a decision or a course of action – it matters to this organization. Staff meetings will be observed in an effort to improve communication within all areas of our organization. Staff meetings can be information...
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... Inc. | Memo To: InterClean, Inc. Sales Managers From: Nancy Fisher, VP Sales Manager CC: David Spencer, President and CEO; Janet Durham, Vice President of Human Resources Date: [ 9/27/2010 ] Re: Merger: InterClean, Inc and EnviroTech As you are all aware, InterClean, Inc. officially has announced the merger with EnviroTech, one of our major domestic competitors in this market. With this acquisition, InterClean has taken a giant step in achieving domestic market control in the sanitation industry. In addition, the service expertise that comes with EnviroTech fit together perfectly with our new strategic direction. This merger creates what we believe will be a very compelling value proposition for our employees, customers, and communities with significant potential for even new growth. With the knowledge of both companies combined into one, we fully expect to reach our sales goals for the next year, which should increase profitability by 40%. Over the next four months, we will be working to merge about 60 EnviroTech sales staff and operations specialists into the InterClean structure (University of Phoenix, 2010). This will roughly coincide with launching a major media onslaught to announce our new service focus (University of Phoenix, 2010). Managers keep in mind there maybe staff affected by this merger. Mergers are never easy on employees, and as managers we need to be contingent of all feelings and emotions that come along with mergers. All mergers bring their...
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...| | Memo To: Management Team From: Clark Kent CC: David Spencer Date: July 6, 2010 Re: InterClean-Enviro Tech Merger I’m sure by now you are all aware of the upcoming merger with EnviroTech. You all had an opportunity to read the e-mail from Mr Spencer so you know the importance of making this important move forward. I feel it is important for me to emphasize the crucial role that you have in laying the foundation for a very successful merger. Communication is the key to any successful organization. As supervisor you must have open and clear communication to your staff at all times. The goals and visions of our company must be emphasized not once but over and over again so that our employees understand what it is that they are working to achieve. Once they thoroughly understand they have a stake in the outcome, you will see their motivation and loyalty level skyrocket. As a former member of a recruiting organization that did not promote training or employee development, it was very clear to me that management had a huge impact on productivity in a work environment. When I began working for this aforementioned organization, I reported to work on the designated day and time and was rather pumped up to start my new job. Unfortunately I had no one to greet me, introduce me to other members in my section, or even show me the various dos and don’ts of the job...
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...Memo: InterClean – EnviroTech Merger Name HRM/531 Date Instructor Name InterClean, Inc Memo DATE: March 1, 2005 TO: Sales Department - Supervisors FROM: Sue Smith, Sales Manager RE: Management Behavior – InterClean Inc., - EnviroTech, Inc., Merger ------------------------------------------------- I am writing as a follow-up to the recent team meeting in which we discussed the pending merger with EnviroTech, Inc. As we discussed at the meeting, it is critical to the success of our company to ensure that the sales management team exhibits behaviors that support the merger, optimizes profitability during and after the transition, and we support staff before, during and after the changes that we are about to face. As we discussed, I expect you to ensure we maintain worker productivity, meet or exceed all human resource management legal requirements, and maintain or promote diversity within the workforce. Behaviors that support productivity As supervisors you can have a significant impact on your team’s productivity. This is particularly true during turbulent times when there is a tendency for employee morale to dip, feelings of insecurity to rise, and stress to run rampant. These factors can lead to absenteeism, tardiness, work stoppages, and other productivity drains. In the extreme, seasoned professionals that believe that their positions are at risk may seek positions elsewhere leading to organizational brain drain, and the need...
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...MEMO The case described about the company InterClean, Inc, shows that it is fairly large company in the sanitation industry with existing success track record. Their products are of high quality that brought them big and loyal customers. The ambitious CEO, David Spencer, decide to move the company towards service oriented offering. Based on the water cooler conversations, we realize that the company is not doing very good in the last year. From the results of the HR interviews, we know that the company employees are very diverse. Explain how a manager’s behavior can affect the productivity of his or her workers. In the case described, CEO, David Spencer communicated his intention of a major upcoming change through a companywide email communication. Later HR Vice President, Janet Durham, started working with her HR Team to come up with a plan that is suitable for training the employees and sales persons. After Janet’s email the HR team is going to start thinking about the training strategy. And later VP of Marketing, Tom Jennings, informed that he overheard the sales reps that he is concerned about. Later on February 7th, 2005, David Spencer had the executive meeting to get their alignment. This sequence of scenario shows the CEO communicated premature information to entire employee community entirely as a surprise. He does not have a training plan in place before communicating. He did not communicate this plan with the company executives before announcing the plan. This...
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...RE: Memorandum 1(a). Should Mr. Jones purchase the stock of Smith outright, leaving Smithon intact? What about issuing debt in his Johnson Services company to pay for the Smith Company – would that raise debt to equity issues? I would not suggest Mr. Jones to purchase the stock of Smith outright. a stock purchase has no effect on the tax basis of the Company’s assets. Instead, he will be taking a stepped up basis in the stock purchased equal to the amount he pays for the stock, and the taxable income inherent in the Company’s assets remains inherent in the assets. Johnsons Services is already showing losses. While issuing debts in JS may give a rise to debt to equity ratio, the company should be careful in considering equity financing not to trigger an ownership change under Section 382 which may lead to limitations of using NOLs. Also, with even higher liabilities, it may be difficult to meet the debt service agreements if the company doesn’t have enough cash flow from operations. 1(c) What potential income tax ramifications exist for Mr. Johnson personally if he purchases the stock of Smithon and converts it to an S corporation? If the Mr.Jones decides to convert Smithon to a subchapter S Corporation, it will enable the corporation itself to avoid paying taxes, but the profit and losses will be passed to shareholders as personal income and losses. Now we should consider the expected losses from the huge investment in equipment purchase. Net operating losses cannot...
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...Prepare a three-page memo (at least 300 words per page) to Mr. Jones addressing the potential sale or merger of these two companies. Address his issues point by point. 1. Outright purchase of Smithon stock: a. Should Mr. Jones purchase the stock of Smith outright, leaving Smithon intact? What about issuing debt in his Johnson Services company to pay for the Smith company--would that raise debt to equity issues? b. Should Mr. Jones convert Smithon to an S corporation and change the fiscal year-end to a calendar year-end? c. What potential income tax ramifications exist for Mr. Jones personally if he purchases the stock of Smithon and converts it to an S corporation? d. Should Mr. Jones merge Johnson Services with Smithon? What type of merger or acquisition would be best (i.e., A type, etc.)? 2. Merger or acquisition of Smithon by Johnson Services a. If the two companies are merged, could Smithon use Johnson Service’s net operating loss carryforwards? Are there any limitations on their use? b. Should Mr. Jones use Johnson Services’ stock to acquire Smithon? Why or why not? c. Would a merger or acquisition affect Mr. Jones’ ability to change Smithon’s fiscal year-end to a calendar year-end? Could Smithon be converted to an S corporation? d. Does the potential of significant capital investment in Smithon affect any of your answers for 2(a)-(c) above? You Decide: It's your turn as a tax professional to decide on the best course of action...
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...2010, makes it likely that the next few years will be a major period of consolidation” (Zuckerman, A.M., 2011). Such mergers can be successful if the differences between the organizations are overcome and the companies blend their cultures. To do this, higher management must agree on what changes need to take place within the new organization as the new companies come together. Decisions need to be made about who has voting interests, how much stock that stockholders have in the merged organization and what staff will stay and what positions will be terminated. Each organization must agree to the changes and direct staff in what their roles will be. Communication is very important in the beginning. This involves staff meetings, memos, interoffice email, and clarity as to what management expects and what that mission statement of the organization is. The companies that are merging do not have to be the same. In fact, organizations should complement each other, where one is strong where the other is weak. To be effective and to be a success, the merging companies must be strong internally for the merged organization to keep their customers and thus, be profitable. Internal strength starts with stability in higher management, a firm idea as to what the shape of the organization will be, and communication with the staff throughout every phase of the merger. In Transition When two companies come together that were not only previously competitors, but were also...
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...Business under normal operating circumstances is perilous. The additional layering of risk in any type of expansion or capital generation cannot only serve to fail in its objective, but also has the possibility to bring the organization to financial ruin. An effective executive must weigh the chance of success with the absolute possibility of failure. Going Public through an IPO An option for Huffman Trucking to consider for expansion of its operations is going public through an initial public offering, or IPO. Offering a distribution of Huffman’s shares to the public will help the company acquire new capital for reinvesting back into the company, and allow a return to the public capital market again and again with ease. According to a memo from Huffman Trucking Chief Executive Officer and President Kristen Huffman, the company is planning a new direction because of...
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...Running head: HR'S ROLE IN MERGERS Human Resources Role in Mergers and Acquisitions Carole D. Kindt University of Phoenix HCS 427 Human Resources: Principles and Practice in Health Care Tracie Mileski October 19, 2007 Human Resources Role in Mergers and Acquisitions Merger and acquisition is the general term that describes two companies joining to form one larger company (Mergers and Acquisitions (M&A), 2007). Mergers and Acquisitions and corporate restructuring are large parts of the business world. Some of these transactions are friendly and some not so friendly (Mergers and Acquisitions (M&A), 2007). In either case HR should be involved from the beginning of the merger process rather than calling on them post-merger to begin managing the merger at that point (Lindquist, 2007). HR is uniquely qualified to provide the business acumen, analytical skills, and close collaboration with mangers that is needed to handle the organizational and people issues that a merger raises (Lindquist, 2007). When two companies decide to merge they go through a process called due diligence, this process can take anywhere from months to a year, with the average being about 3 months (no author, 2005). HR professionals are valuable partners when they are utilized during due diligence. Due diligence allows the two companies to provide all the documents concerning their organizations, these documents include compensation rates, bargaining agreements, employment contracts and...
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...InterClean, Inc. MEMORANDUM TO: Supervisory Team FROM: DATE: SUBJECT: InterClean, Inc. Merger and Importance of Behavior Exhibited by Managers This memo is to inform managers the importance of his or her behavior as InterClean, Inc. and Enviro Tech, Inc. merge into one corporation. This merger has the potential to affect various aspects of the organization. During times of change, a manager’s behavior is a critical success factor in merging two corporations. Amidst a changing environment creates uncertainty for employees. It is critical that managers support their direct reports and guide them through transition. It is important that employees believe managers care. Managers must be accessible to his or her employees. Open communication will play a huge role in ensuring employees understand the importance of this merger. Managers must understand that change affects the lives of people. In addition, managers must understand that organizational change affects productivity and morale. According to Adubato (2010) “One of the greatest keys is to provide timely, accurate, candid and consistent information through a variety of vehicles, including weekly newsletters, e-mail, focus groups, employee transition teams, staff meetings and telephone hotlines. The more people know about and understand the changes ahead, the less likely they are to start rumors and suffer from anxiety and reduced job effectiveness” (p. 13). Managers must meet with employees to provide employee...
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...Memo To: Mr. Jones From: Date: 9/16/2012 Re: Questions for the purchase or merger of Smithon Manufacturing Purchase of Smithon Stock: a. Should Mr. Jones purchase the stock of Smith outright, leaving Smithon intact? What about issuing debt in his Johnson Services company to pay for the Smith company – would that raise debt to equity issues? Treasury Regulation Subchapter A, Sec. 1.368-2T states that all of the assets (other than those distributed in the transaction) and liabilities (except to the extent satisfied or discharged in the transaction) of each member of one or more combining units (each a transferor unit) become the assets and liabilities of one or more members of one other combining unit (the transferee unit). With the purchase of Smithon, you will be responsible for any current and future tax liabilities of that corporation along with the responsibility of day to day operations. Since you are purchasing the company and inheriting all tax liability it is not in your best interest to purchase the stock and leave Smithon intact and would just be more costly as you are responsible for the tax liability either way due to the purchase. The issuing of debt in the Johnson Services company would definitely raise debt to equity issues. Johnson Services Company is already having difficulty and has incurred significant losses and the issuance of more debt would only place more of a hardship on the company. Also, if a company has to high of a debt to equity ratio...
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...other sources. I further agree that my name typed on the line below is intended to have, and shall have, the same validity as my handwritten signature. Student's signature (name typed here is equivalent to a signature): ______Tahanni Ragland ____________ ___ to: Merger Supervisory Team, Interclean, Inc. FROM: TAHANNI RAGLAND SUBJECT: MANAGEMENT BEHAVIOR MEMORANDUM DATE: NOVEMBER 29, 2010 CLASS: HRM/531 GROUP: MBAA0KZ1X9 DUE TO THE RECENT RUMBLINGS AND RUMORS FLOATING AROUND CONCERNING THE UPCOMING INTERCLEAN-ENVIRO TECH MERGER, I FELT THAT IT WAS NECESSARY TO DRAFT THIS MEMO ABOUT WHAT SHOULD AND SHOULD NOT TAKE PLACE. IT IS IMPERATIVE THAT THE SUPERVISORY STAFF EXHIBIT COMPLETE DISCRETION AND REMAIN SUPPORTIVE DURING THIS TRANSITION. AS MANAGEMENT, YOU MUST BE A POSITIVE EXAMPLE TO OUR STAFF DURING THIS PROCESS. AS THE LEADERS OF THIS COMPANY, YOU MUST MODEL EXEMPLARY BEHAVIOR THAT YOUR TEAMS WILL WANT TO FOLLOW. ILL BEHAVIOR BY MANAGEMENT CAN HAVE NEGATIVE AFFECTS ON PRODUCTIVITY AND EMPLOYEE MORALE. Studies have shown that “management behaving badly” can result in job dissatisfaction, low motivation and distrust of employees. At this crucial time in our merger process, productivity should remain...
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...Career Development Plan Part II The merger between InterClean and EnviroTech is complete and now we must come full circle through training. The new sales team has been selected and ready to take InterClean and EnviroTech into the future. The new sales team is a combination of both companies’ employees; we have selected the best of the best who bring valuable experience and knowledge of the industry as well as knowledge of the products. In order for the sales team to be successful and reach their full potential there needs to be training established, thus the reason for the memo. We will be implementing a mentor program to complete the training. While the sales team brings past experience of sales it will be beneficial for them to be trained on customer service as this will be a big part of our credo and a necessity to be successful. With the newly merged companies we are also going international and have become a very diverse sales team and looking forward to a more diverse customer base. To bring the team together as one we will need to have training on building team skills and interpersonal skills. The training is not limited to the in the training room, we will be implementing not a mentoring program we will be also conducting evaluations monthly. The new training and mentoring needs As mentioned prior we have a combination of employees from both companies, do to this we will need to conduct training on the products and services we offer to the entire sales team and management...
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...Anatomy of a merger: behavior of organizational factors and processes throughout the pre- duringpost-stages (part 1) Steven H. Appelbaum Concordia University, Montreal, Quebec, Canada Joy Gandell Concordia University, Montreal, Quebec, Canada Harry Yortis Hydro-Quebec, Montreal, Quebec, Canada Shay Proper Montreal Stock Exchange, Montreal, Quebec, Canada Francois Jobin Kruger, Inc., Trois-Rivie Âres, Quebec, Canada Keywords Mergers and acquisitions, Organizational behaviour, Process efficiency, Managers Introduction Since the late 1980s, the total number of mergers and acquisitions (M&As) has far surpassed the number that occurred throughout the 1960s. Whereas the M&As throughout the 1960s were mainly due to unions between conglomerates, the 1980s and 1990s has witnessed an increase in M&As between firms of different sizes and different industry types (Tetenbaum, 1999). The trend to engage in this type of vertical integration or diversification does not seem to show signs of diminishing in the near future. Yet, at best, the firm that initiates the merger usually only achieves normal economic profits while the value created rests almost solely with the firm that was approached (Barney, 1997). The primary purpose of merging and acquiring new firms is usually to improve overall performance (Lubatkin, 1983) by achieving synergy, or the more commonly described as the ``2 + 2 = 5'' effect (Cartwright and Cooper, 1993a; Hovers, 1971) between two business units that will increase...
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