...purchasing price of $250? (Is the stock-valuation provision in the cross-purchase agreement considered a penalty?) Rule of Law: Limited Partnerships; Agency Law & Limited Liability, Dissolution, Winding Up, and Termination of a General Partnership Application: Case Facts: * March 21, 1986: Coyle and Schwartz execute a share-transfer agreement wherein Schwartz transferred 2% of his American Scale share to Coyle. * Coyle then owned 51%; Schwartz owned 49% Coyle is majority shareholder and it was specifically stated in the argument. * August 25, 1988: Both agreed upon a buy-sell agreement that they titled, “Stockholder’s Cross-Purchase Agreement” * The agreement provided for the repurchase of a shareholder’s stock in the event of death, disability, or voluntary withdrawal of that shareholder. * Specifically: * It stated that if Coyle or Schwartz died or otherwise attempted to dispose of his shares, the other shareholder would have the right to purchase those shares. * Also, the agreement gave the majority shareholder an option to purchase all of the minority shareholder’s stock at any time upon a 60-day written notice. * As of August 25, 1988, the fair market value of each share was $250 after a stock-valuation method was completed. * Case states: “UNLESS ALTERED AS HEREIN PROVIDED, for the purpose of determining the purchase price to be paid for the stock of a Stockholder, the fair market value of each...
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...Geneva, were one of the major trade policy initiatives of our time; they were intended, "to achieve the expansion and ever-greater liberalization of world trade through the progressive dismantling of obstacles to trade". Customs valuation came under study within this framework and one of the results of the negotiations was the adoption of the Agreement on Implementation of Article VII of the GATT, which established a positive system of Customs valuation based on the actual price of the imported goods. The Agreement, which entered into force on 1 January 1981, is intended to provide a fair, uniform and neutral system for the valuation of goods for Customs purposes, a system that conforms to commercial realities, and which outlaws ере use of arbitrary of fictitious Customs values. To this end it provides a revised set of valuations rules, expanding and giving greater precision to the relevant provisions in the GATT, which do not set forth the elements of complete valuation standard. The Agreement notes that Customs value should, to the greatest extent possible, be based on the price actually paid or payable for the goods being values; this price, subject...
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...forgiving: Don’t try to punish competitors too much. • Don’t be envious: Focus on your own slice of the port pie, not on your competitor’s. • Be clear: Make sure your competitors can easily interpret your actions. Strategic: model as either a simultaneous-move or sequential-move game. Focusing on how the outcome of bargaining games depends on who moves first and who can commit to a bargaining position, as well as whether the other player can make a counteroffer. A player can gain bigger share of the \“pie” by 1) changing a simultaneous-move game into a sequential- move game with a first-mover advantage; or by 2) committing to a position. Non-strategic focuses on the gains and alternatives to agreement to determine the outcome of bargaining. • Main insight: The gains from agreement relative to the...
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...wait to hear what others have to say? How will the first offer influence the negotiation process and any final agreement? The question of whether to make the opening move plagues negotiators. Uncertainty compounds the issue. If you lack reliable information about your opponent’s true bargaining position, you’ll be unsure about what offer she will find acceptable and whether she’ll walk away from the bargaining table. Furthermore, it’s possible that your opponent will offer up misleading information in an attempt to get a bargaining advantage. Because of the inherent ambiguity of most negotiations, some experts suggest that you should wait for the other side to speak first. By receiving the opening offer, the argument goes, you’ll gain valuable information about your opponent’s bargaining position and clues about acceptable agreements. This advice makes intuitive sense, but it fails to account for the powerful effect that first offers have on the way people think about the negotiation process. Substantial psychological research suggests that, more often than not, negotiators who make first offers come out ahead. In this article, I explain when and how first offers affect final outcomes and advise you on how to make and receive opening offers. The dramatic effect of anchors Research into human judgment has found that how we perceive a particular offer’s value is highly influenced by any relevant number that enters the negotiation...
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...In economics, "dumping" is a kind of predatory pricing, especially in the context of international trade. It occurs when manufacturers export a product to another country at a price either below the price charged in its home market, or in quantities that cannot be explained through normal market competition. A standard technical definition of dumping is the act of charging a lower price for a good in a foreign market than one charges for the same good in a domestic market. This is often referred to as selling at less than "fair value". Under the World Trade Organization (WTO) Agreement, dumping is condemned (but is not prohibited) if it causes or threatens to cause material injury to a domestic industry in the importing country.[1] The term has a negative connotation, as advocates of competitive markets see "dumping" as a form of protectionism. Furthermore, advocates for workers and laborers believe that safeguarding businesses against predatory practices, such as dumping, help alleviate some of the harsher consequences of such practices between economies at different stages of development (see protectionism). The Bolkestein directive, for example, was accused in Europe of being a form of "social dumping," as it favored competition between workers, as exemplified by the Polish Plumber stereotype. While there are very few examples of a national scale dumping that succeeded in producing a national-level monopoly, there are several examples of dumping that produced a monopoly in...
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...Synopsis: Dow is acquiring Rohm and Haas from Ingersoll-Rand at an agreed price per share of $78. However, a deal with Kuwait’s Petrochemical Industries Company, which was supposed to generate $7 billion of cash to be used to finance the acquisition, had recently fell-through. The hiccup has led to Rohm taking legal action to force Dow to complete the acquisition as required by the merger agreement. The standalone value of Rohm’s share price is currently at $46.77 while the synergies could almost double that to $94.63 per share. By going ahead with the deal Dow would need to raise capital and that might lead to a lower bond rating. 1. Why does Dow want to buy Rohm and Haas? Dow believes the acquisition of Rohm and Haas would be a defining step in their transformational strategy to shape the “Dow of Tomorrow”. The acquisition of Rohm and Haas would provide a strong fit strategically and operationally for Dow. The combined companies would bring the best-in-class products and technologies, broad geographic reach and strong industry channels to create an outstanding business portfolio with significant growth opportunities. Rohm would provide Dow with an expanded network into emerging markets thereby increasing Dow’s sources of revenues for the future as well as adding a strong and experienced leadership team with a culture of customer focus and innovation. Together the geographic strengths of each company would help realize economies of scale through the combined R&D,...
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...17 January 1984 PANEL ON VALUE-ADDED TAX AND THRESHOLD Report of the Panel adopted by the Committee on Government Procurement on 16 May 1984 (GPR/21 - 31S/247) I. INTRODUCTION 1. At the request of the United States delegation the Committee on Government Procurement established the Panel under Article VII:7 of the Agreement on Government Procurement, on 23 February 1983, with the following terms of reference: "To examine, in the light of the relevant provisions of this Agreement the matter referred to the Committee by the United States in GPR/Spec/18; to consult regularly with the parties to the dispute and give full opportunity for them to develop a mutually satisfactory solution; and to make a statement concerning the facts of the matter as they relate to application of the Agreement and make such findings as will assist the Committee in making recommendations or giving rulings on the matter." (GPR/M/7, paragraph 67). The composition of the Panel was as follows: Chairman: Members: Mr. K. Berger Mr. E. Contestabile Mr. S. Sivam 2. The Panel met on 27 April, 1 June, 13 July, 15 September, 5 and 31 October, 24, 29 and 30 November and 6 December 1983. 3. In the course of its work the Panel consulted with the delegations of the European Economic Community and the United States. Arguments and relevant information submitted by the parties, replies to questions put by the Panel as well as all relevant Committee documentation formed the basis for ...
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...General Partnership Agreement of a Business Owned by Individuals ARTICLES OF PARTNERSHIP OF ^ABCD ASSOCIATES ARTICLES OF PARTNERSHIP of ^, ^, ^, and ^, dated ^, 19^. RECITAL The parties hereto wish: (a) to enter together into the business of purchasing, acquiring, operating, leasing, owning and selling real property, including but not limited to that certain parcel of land described on Exhibit A hereto and all improvements constructed thereon and (b) in order to provide for and carry out the foregoing, to form and do business as a general partnership under and pursuant to Illinois law. NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties agree as follows: Definitions As used in this Agreement the terms listed below will have the meanings stated below, and other terms defined elsewhere will have the meanings there ascribed to them: "Agreement" or "this Agreement": these Articles of Partnership. "Bankruptcy": with respect to any Person, shall mean that such Person shall have become insolvent or generally failed to pay, or admitted in writing his or its inability to pay, debts as they become due; or shall have applied for, consented to, or acquiesced in the appointment of, a trustee, receiver or other custodian for such Person or any property of such Person, or such Person makes a general assignment for the benefit of creditors; or, in the absence of such application, consent...
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...directions” – Goal alignment – Vague or general terms: “We had a problem with communications” how and why was this a problem…did it effect motivation by breaking a link from expectancy theory or unbalance inputs and outputs. © James Berry 2013 3 Negotiations The Basics Dr. James Berry Lecturer University College London james.berry@ucl.ac.uk © James Berry 2013 4 Negotiation Skills © James Berry 2013 5 Objectives • • • • Briefly review what negotiation is Highlight why it might be important Review your BioPharm/Seltek negotiations Key things to know (BATNA, Reservation Price, ZOPA, Target Price) • Negotiate Case: Recruit © James Berry 2013 6 Negotiation is… • The process where two or more parties decide what each will give and take in the context of their relationship . . . © James Berry 2013 7 Negotiation is… • A bargaining and influence process designed to reach agreement about a decision or outcome • A core leadership and management competency • Most people are not effective negotiators – Over 80% of corporate execs and CEOs leave money on the table – Even effective negotiators have skills that can be sharpened and bad habits that can be broken © James Berry 2013 8 Matters...
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...Examples, 2 written contract: No. DFG14140131, which was signed in 02/05/2014 about the company sale 52.084 kg Robusta coffee for Atlantic Vietnam foods, Ltd. and No. 131/04 HDMB about DakMan Vietnam, Ltd. buy 30 tons Robusta coffee of the firms that was signed in 12/04/2014. To help the manager of company understand more the contract in the business, I will introduce types of contracts, and essential elements of contract in UK law them analysis the two contracts were mistaken to she can realize problems and give the solution appropriate to resolve issues. II. The contracts. 1. Definition the contracts. The contracts is the agreement between two or more parties include one parties offer and one parties acceptances about anything and it is bound by the law ( Linda William. 2004 – 2009). Example, I offer selling my cell phone with brand is Nokia Lumina 520 with price is 1.500.000 VND and my friend is Hoang Anh accept buy this cell phone, at that time the contract buyingselling the cell phone between me and Hoang Anh was established. 2. Types of contracts and the impact of them. There are three kinds of contracts in UK law; they are face to face, written...
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...Background on Coconut Telegraph Coconut Telegraph Corporation (Coconut) is a developer and provider of specialized customer billings and management software and systems. On February 1, 2012, Coconut entered into an arrangement with Buffett Worldwide Inc. (Buffett) to deliver the Volcano System and provide one year of post contract customer support (PCS) beginning March 1, 2012. Buffett paid $12,000 on February 1, 2012, for the Volcano System and the related PCS. On May 1, 2012, and in a separate contract, Coconut agreed to provide Buffett with (1) training services on the customer management system and (2) an additional year of PCS. Under the terms of this agreement, Buffett immediately paid consideration of $4,500 for the additional services. Scope of Agreement with Buffet The February 1, 2012 arrangements for the customer management system and post-contract customer support do not fall within the scope of ASC 985-605. The arrangement does not sufficiently meet the scope requirements outlined in the topic. There are several stipulations within Subsection ASC 985-605-15-4 and 15-4A that support this conclusion. First, ASC 985-605-15-4-e states that the guidance for the Subtopic does not apply where “Software components of tangible products that are sold, licensed, or leased with tangible products when the software components and non-software components of the tangible product function together to deliver the tangible product’s essential functionality.” Additionally...
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...residents of the Republic of the Philippines have agreed to amend a general partnership under the terms and conditions herein after set forth and subject to the provisions of existing laws of the Republic of the Philippines. RECITAL The parties hereto wish: (a) to enter together into the business of purchasing, acquiring, operating, leasing, owning and selling real property, (b) in order to provide for and carry out the foregoing, to form and do business as a general partnership under and pursuant to Philippine law. NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties agree as follows: Definitions As used in this Agreement the terms listed below will have the meanings stated below, and other terms defined elsewhere will have the meanings there ascribed to them: "Agreement" or "this Agreement": these Articles of Partnership. "Bankruptcy": with respect to any Person, shall mean that such Person shall have become insolvent or generally failed to pay, or admitted in writing his or its inability to pay, debts as they become due; or shall have applied for, consented to, or acquiesced in the appointment of, a trustee, receiver or other custodian for such Person or any property of such Person, or such Person makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for such Person...
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...currency risk from the purchase of furniture for A$ 100,000 on December 1, 2013, with payment due on March 31, 2014. The forward contract is not designated as a hedge b. The forward contract was to hedge a firm commitment agreement made on December 1, 2013. To purchase furniture on January 31, with payment due on March 31, 2014. The derivatives is designated as a fair value hedge c. The forward contract was to hedge an anticipated purchase of furniture on January 30. The purchase took place on January 30. With payment due on March 31, 2014. The derivatives is designated as a cash flow hedge. The company uses the forward exchange rate to measure hedge effectiveness d. The forward contract was for speculative purposes only Problem 2 – Futures Peny One Inc. is a jewelry trading company. On November 1, 2013, Peny One Inc has 1,000,000 ounces of Gold carried at cost of $ 5,000,000 ($5 per ounce). Peny One Inc believes that the price of gold will decrease in the coming month due to bad economic recession. Therefore it decides to enter futures contract which has maturity date on March 31, 2014. In addition, Initial margin $ 0.05 per ounce is required to enter this contract. The following is the pricing information for the term of the futures: Date | Spot Price |...
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...markets and alter Dow’s earnings profile by increasing the growth rate and reducing the cyclicality of the chemicals portfolio. The growth synergies driven by expanded product portfolios, innovative technologies, increased geographic reach, and improved market channels were expected to generate $2 - $2.6 billion in additional value. Also, after a one-time restructuring cost of $1.3 billion, Dow expects to generate at least $800 million in annual cost synergies. On a Rohm stand-alone basis, the free cash flow analysis (Exhibit 1) shows that Rohm has an implied per share price of $46.48, which is roughly in line with Rohm’s stock price one day before deal announcement of $44.83. However, when factoring the $11.78 in growth synergies and $34.84 in cost synergies, it yields an implied per share price of $93.10, which puts the cash bid at a 16% discount to the value including synergies. When using Rohm’s stock price one day before deal announcement and adding the synergies to the stock price (Exhibit 1), it shows an implied per share price of $91.45, which implies that the bid is at a 15% discount to the value including synergies. By analyzing the implied prices, one...
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