...Quiz #1 1. Discuss whether Article 2 applies to a blood transfusion given during an operation. Assume for the purposes of this question that the patient will have to pay for the blood supply. Yes, Article 2 applies. Section 2-105, a good is defined as “all things” which are movable at the time of identification to the contract for sale. In this scenario the good is the blood itself and the transfusion would be considered a service. In section 2-106(1), a sale consists in the passing of the title from the seller (hospital) to the buyer (patient) for a price. Also stated in Article 2 is an upfront or single payment is an indication of a sale of goods. And a blood transfusion meets all criteria. 2. On Tuesday, a hobby shop owner receives an order for a custom toy train that will need to be specially manufactured. That same day, the hobby shop owner begins building the toy train. On Friday, the buyer calls to cancel the order. During the conversation, the hobby shop owner insists on going through with the deal, and tells the buyer (for the first time) that he has already started making the train. Is the buyer legally bound by a contract to buy the toy train? Use UCC Article 2 sections to support your answer. Yes, the buyer is legally bound by a contract to the buy the train. Section 2-201(3)(a) states that a contract is valid, “if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller’s business...
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...Tilburg University Law School International Company Law Fall 2015 Instructor: Professor Dr. Joseph A. McCahery Office Number: 635M Building Office Phone: 013 466 2306 Email address: J.A.McCahery@uvt.nl HomePage: http://www.tilburguniversity.edu/webwijs/show//uid=j.a.mccahery Class Times: Consult on-line course timetable. Course Subject and Goal The focus of this course is the law of mergers and acquisitions and alternatives to mergers. We will analyze how mergers and acquisitions are structured and why particular deals create value for firms. The course will examine the various techniques and deal terms that have profound effects on both parties and the outcome of the transaction. The course will include actual transactions as well as drafting exercises. We will focus on the barriers to optimal structuring and techniques for eliminating drafting problems. Emphasis will be given to understanding the legal responsibilities of the buyer and seller, as well as the financial, tax and regulatory treatment of the deal, the techniques for putting the deal together, corporate acquisition agreements and the securities and governance issues that arise in deals involving publicly listed and private companies. The course will encourage students to become familiar with the techniques used in corporate acquisitions and related transactions. Materials The readings will be posted on Blackboard. Case studies can be purchased directly from the publisher. Course Book ...
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...mergers and acquisitions Introduction 1. Should the government regulate mergers and acquisitions more carefully? 2. Purpose of the Study 3. Scope of Study 4. Method and Procedures Analysis 1. Positive opinions 2. Negative opinions 3. Government action Summary, Conclusion, and Recommendation 1. Summary 2. Conclusion 3. Recommendation Government regulation over business mergers and acquisitions Prepared for Anne Joiner English Professor Central Washington University Prepared by Diep Chu July 18, 2012 To: Senator Joseph Smith From: Diep Chu Date: July 18, 2012 Subject: Government regulation over business mergers and acquisitions I submit the accompanying report, authorized by Anne Joiner, English Professor at Central Washington University, Des Moines, on the research of mergers and acquisitions in market. Available literature and government Web sites were examined in order to answer the question: Should the government regulate mergers and acquisitions more carefully? The report employed secondary research using electronic sources of scholarly articles, government publications, and companies’ articles through the Internet due to the research time and funding limitation. All research was conducted in mid-July, 2012. This research project has been a fantastic experience for me when I get to know more details about the popular issue currently happen in our business market, mergers and acquisitions. I would like...
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... What are holding companies and how do they work? Can you think of an example of an industry that operates through many different holding companies? What are the costs and benefits of the holding company structure? 2. Explain the merger approval process. What happens to shareholders who do not approve of the merger when the majority necessary for approval agree to the deal? Do these shareholders have any specific rights that are relevant to the deal? 3. Differentiate between the following types of mergers and acquisitions: a. Subsidiary mergers b. Vertical acquisitions c. Horizontal mergers d. Conglomerate deals e. Reverse subsidiary merger 4. What are letters of intent and how are they related to the final merger agreement? 5. What is the Lehman formula and how and why is it used? 6. Explain how acquisitions are often structured in a triangular form and what are the more common variants that they take? 7. What are special purpose acquisitions vehicles? Chapter 2. History of Mergers 1. When did the first merger wave in the United States occur? What are factors that led to its occurrence? Compare U.S. industry before and after this first merger wave. 2. Contrast the first and second merger waves. In what ways were they different and how were they similar? 3. What impact did the Sherman Antitrust Act of 1890 have on the first merger wave? Explain why this was the case. 4. What role did investment bankers, such as JP Morgan, play in the...
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...lump-sum amounting to millions, that is paid in the event of a change in control of the company1. The reasons for the implementation of the Golden Parachute is something that has been constantly debated, but the most common objective, and the objective I will be focusing on in this paper is to control the behaviour of the management in the event of a acquisition2. Often times when an acquisition occurs, the management of the acquired firm will not stay with the new firm, meaning that their will not benefit from the acquisition, but would rather suffer if the acquisition occurs. As such they might be inclined to try to prevent the acquisition, and not act in the best interest of the shareholders3. The Golden Parachute serves to ensure that the management acts in the best interest of the shareholders by providing a mechanism to protect their own personal self interest. Another objective that is often talked about would be that of an anti-takeover mechanism4. The Golden Parachute serves as a antitakeover mechanism in a number of ways, but in summary it is assumed to increase the cost of acquisition making the company less attractive for takeover. Through the course of this paper, we hope to learn a number of things about the whole Golden Parachute situation. Firstly, focusing on it being a tool to control the behaviour of the 1 Richard A....
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...Mergers and Acquisitions Mergers and acquisitions have been taking place since World War I, there is a lot of history to why they came about and the changes in regulation as the application of it has progressed. Many companies end because of a merger or acquisition while other companies become market powers because of a merger. Mergers and acquisitions occur for a variety of reasons and there are a number of ways that it can be carried out. Understanding what makes a company successful or unsuccessful can help one understand why a company merges with another company or acquires another company. One must also understand what contributes to making a merger or acquisition a success or a failure. There are many things that keep a company successful. The corporate culture is very important as well as the geographical place that it is in. The people who run it, both upper management and lower management, can also make or break a business. When one of these aspects goes wrong and the company is going down hill a merger or acquisition is a big possibility. In many instances it is the only thing that can save the life of a business. A merger is defined as two firms whom are usually the same size that agree to join as one company that is operated and owned as one (investopedia.com). It is a combination of two companies to create a new company. All of the assets and liabilities of the companies are shared by the one company that is formed. An acquisition is slightly...
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... 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. IFLR1000...
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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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...Commercial & Transport Law Lecturer: Niall Kearney Student: Graeme Leahy Explain why the European Commission regulates mergers between undertakings (Regulation 139/2004) First of all, what is the Merger Control Regulation (MCR)? Merger Control is the procedure of reviewing mergers and acquisitions under competition law. The MCR was put into force on 21 September 1990, providing procedures for commission notifications and investigations. These regimes are adopted to prevent anti-competitive consequences of mergers and acquisitions. Most merger control regimes normally provide accordingly for one of the following: * Does the concentration significantly impede effective competition? * Does the concentration substantially lessen competition? * Does the concentration lead to the creation or strengthening of a dominant position? The purpose of the MCR is to enable competition authorities to regulate changes in market structure by deciding whether two or more commercial companies may merge, combine or consolidate their business to one. It might be expected that many mergers would be forbidden as they may raise severe competition concerns. In particular, they may result in the undertakings acquiring or strengthening a position of market power and in an increase in the market price of the products or services on the respected market. (Anton, n.d.). However, mergers also give the owner of the business the opportunity to sell it on. If this wasn’t a possible...
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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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...Comprehensive Report on Global Staffing Strategies Comprehensive Report on Global Staffing Strategies Mergers and acquisitions are increasingly being used by firms to strengthen and maintain their position in the market place. They are seen by many as a relatively fast and efficient way to expand into new markets and incorporate new technologies. Yet their success is by no means assured. To the contrary, a majority fall short of their stated goals and objectives. While some failure can be explained by financial and market factors, a substantial number can be traced to neglected human resource issues and activities (Schuler & Jackson p.1). As the Director of Human Resources for Clearly Heard, a telecommunications company it has been deemed necessary for me to revise the current staffing strategy in order to acquire Scene and Sound, another telecommunications company in Germany. The CEO has required that I prepare a comprehensive staffing strategy for the new expansion in order to prepare for a strategic audit of the HR systems of Scene and Sound. In order to get a complete understanding of the HR system I will also answer the following questions: What HR challenges may arise as a result of this acquisition? What unique cultural and regulatory factors (e.g. EEOC) need to be considered? How will they impact organizational effectiveness? What recruitment and selection practices will be used in staffing Scene and Sound? What mix of expatriates and internationals are expected...
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...MERGERS AND ACQUISITIONS TABLE OF CONTENTS |TITLE |PAGE NUMBER | |ABSTRACT |3 | |INTRODUCTION |4 | |THE ACCOUNTING METHODS |7 | | VALUATION |8 | | TYPES OF MERGERS |9 | |WHY MERGERS |12 | |STATUTORY REGULATIONS |13 | |COMPARISON OF MERGERS IN INDIA AND CHINA |16 | |ARCELLOR MITTAL DEAL |17 | |DAIMLER CHRYSLER DEAL |19 ...
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...Mergers and Acquisitions Student’s Name Subject Title Lecturer’s Name Due Date Introduction Mergers and acquisitions are frequently used words in the world of business. They are both an aspect of corporate finance, finance and corporate strategy dealing with the selling, buying, dividing and bringing different companies together that can help the corporation to expand its operations. A merger can be explained as a legal process that involves consolidation of two companies into a single entity (Ernst & Young, 1994) .An acquisition occurs when a corporation acquires more than 50% of the stock shares of another company. The company holding company takes over and assumes ownership of the target company. In the United States, Mergers and acquisitions have been a popular occurrence due to the number of large companies with huge amounts of resources. Companies are also engaging in M&A activities in order to take advantage of the gaps in the market and also to increase their market share. In the United States, Microsoft announced the acquisition of Volp Company Skype at a cost of $8.56 billion in cash. This was after Skype announced its operating profit of $264 million. Technically, this was a loss of up to $7 million as it also had debts that amounted to $686 million. This was the second time Skype had been bought having been established in 2003. Initially the company had been purchased by eBay for $3.1 billion Microsoft has not been able to make profit online .Skype...
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...CONTENT PREFACE …………………………………………………………………….…..…3 CHAPTER 1 Theoretical basics of mergers and acquisitions processes………..........5 1.1. The economic substance of M&A ………………………………………………5 1.2. Financing M&A…………………………………………………………………9 1.3. Valuation matters……………………………………………………………….11 1.4. M&A failure……………………………………………………………………13 CHAPTER 2 International M&A experience..............................................................16 2.2. The M&A practice in European countries…………………………………….16 2.3. The M&A experience in USA…………………………………………………22 CHAPTER 3 Mergers and acquisitions in Ukraine.....................................................32 3.2. Legislature of Ukraine in the sphere of M&A………………………………...32 3.3. M&A of Ukrainian corporations…………………………………………........33 3.4. M&A of Ukrainian banks……………………………………………………..40 CONCLUSION...........................................................................................................46 REFERENCES...........................….………………………………………………...48 PREFACE Strategic factor in the success of companies on global markets and increasing international competitiveness is the growth their market value. Current global trends show an increasing relevance of financial management, which deals with the dynamics of cost and capital structure of companies, institutions of financial flows. Achieve business objectives may be able through...
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...Name Tutor Course Date Merger and Acquisitions of Industry Sectors Merger and acquisitions of industry sectors relates to the businesses in the world today with the major companies involved in creation of an economy that also provide employment to citizens and individuals from any given part of the world. The planning and the strategies of the industries on the other hand develop a stable analysis that enhances the global ratio in order to compete with the other companies in the market. In addition, consolidation is an aspect that focuses on the market either locally or internationally. The key players such as Microsoft Company in the U.S dominate in the technology sector of the development of the computer systems. Consolidation leads to the sagging and the slow growth since major company competitors crowd the market. The major issues are inevitable because many of the companies include themselves in mega-corporation activities thus control the market in a monopoly state. Therefore, the impact on the market whereby business have a horizontal and vertical monopolistic nature exhibit concerns to the business partners and the government stakeholders (Chakravarty, p.45). In addition to the monopolistic nature, the government-linked companies seize the opportunity of the free market thus resisting the consolidation set of rules within the economy. In the U.S market share the financial stocks increase and decrease due to the prices of the trading stock. Therefore, the results rise...
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