...The M&A Sales Process FINA 6222: Mergers and Acquisitions Agenda Auction Process Overview Organization and Preparation First Round Second Round Negotiations and Closing • Stakeholders • Broad vs. Targeted Processes • Valuation and Due Diligence • Marketing Material and Confidentiality Agreement Preparation • First Buyer Contact • Initial Bids and Buyer Selection • Management Presentations and Data Room • Final Bids • Evaluate Bids and Select Winning Bidder • Financing and Approvals Process Map Seller Retains Advisor and Signs Engagement Agreement Advisor Performs Internal Due Diligence Advisor Prepares Marketing Materials Advisor Approaches Prospective Buyers Interested Buyers Sign Confidentiality Agreement Interested Buyers Receive In-Depth information and Submit a Bid Seller and Advisor Choose Participants in Second Round Management Presentations and Buyer Due Diligence Second Bids Submitted Price and Sale Agreement Negotiated Deal is Closed Stakeholders Seller Incentive: Highest Multiple • Private Equity Fund • Large Corporate Entity • Entrepreneur Advisors Incentive: Highest Fee • Investment Bank • Legal Counsel • Auditors and Consultants Buyer Incentive: Lowest Multiple • Private Equity Firm • Large Corporate Entity Auction Process Overview Organization and Preparation First Round Second Round Negotiations and Closing Broad vs. Targeted Processes • Broad Process • • • • • 20/20 rule: generally, 20% of...
Words: 1359 - Pages: 6
...B1. Client Confidentiality Fraud investigators are responsible for upholding the ACFE Code of Ethics when dealing with client confidentiality, integrity, and objectivity during a fraud investigation. A fraud investigator is not allowed to reveal confidential information obtained during a fraud investigation unless proper authorization is given from the client or a lawful order. Therefore, any information discovered during the fraud investigation remains confidential unless HealthSouth gives permission or the SEC requests the information. For example, the fraud investigator is not entitled to subpoena HealthSouth for their information. Therefore, the fraud investigator relies on HealthSouth’s cooperation to complete their fraud investigation. If the fraud investigator discloses the confidential information without proper authorization, the relationship with HealthSouth becomes irreparable resulting in the company’s lack of...
Words: 1744 - Pages: 7
...shall clearly indicate the individual’s status and shall be disclosed in all business and professional communications to avoid misunderstandings and misconceptions about the paralegal’s role and responsibilities. When Carl took a third person into the interview, that was a breach of confidentiality. (NFPA 1.5 A PARALEGAL SHALL PRESERVE ALL CONFIDENTIAL INFORMATION PROVIDED BY THE CLIENT OR ACQUIRED FROM OTHER SOURCES BEFORE, DURING, AND AFTER THE COURSE OF THE PROFESSIONAL RELATIONSHIP) ABA 1.6 Carl was advising the client about alimony, fees, and other matters, which crossed the line on practicing law. (NFPA EC-1.8(a) A paralegal shall comply with the applicable legal authority governing the unauthorized practice of law in the jurisdiction in which the paralegal practices) ABA 5.5 Carl allowed the friend of the client to possibly see names and information on Attorney Howe’s desk. (NFPA 1.5 A PARALEGAL SHALL PRESERVE ALL CONFIDENTIAL INFORMATION PROVIDED BY THE CLIENT OR ACQUIRED FROM OTHER SOURCES BEFORE, DURING, AND AFTER THE COURSE OF THE PROFESSIONAL RELATIONSHIP.) ABA 1.6 When Jane and Zeke walk through the reception area, Carl starts talking loudly about the case, mentioning alimony—another breach of confidentiality. (NFPA 1.5 A PARALEGAL SHALL PRESERVE ALL CONFIDENTIAL INFORMATION PROVIDED BY THE CLIENT OR ACQUIRED FROM OTHER SOURCES BEFORE, DURING, AND AFTER THE COURSE OF THE PROFESSIONAL RELATIONSHIP.) ABA 1.6 Comments: Carl did not follow the rules of a paralegal...
Words: 362 - Pages: 2
...Simon is suggesting that the fraud continue after Amy comes “on board.”" Third, there is the issue of confidentiality. Both CPAs and CMAs are ethically bound to treat as confidential all information obtained in the course of their professional activities. This means that the accountant should not disclose confidential information without the employer’s (or client’s) permission. "Technically, Our Little Secret is neither Lee’s employer nor client. Nonetheless, these authors would consider a job interview as part of an accountant’s “professional activities.” Thus, we believe that Lee should treat what she has learned about the company’s inventory “problem” as confidential information. Thus, she should not take it upon herself to notify the Inland Revenue Department or any other third party about the company’s actions." b. The solution proposed by Simon is unacceptable. To knowingly understate inventory in a profits tax return would be unethical and illegal. Lee may not be a party to such action. c. The alternative ethical courses of action that are oopen to Lee is basically has two ethical courses of action to consider. First, she may decide that she does not wish to associate herself with the company. Therefore, she simply may decline the job. If she chooses this course, she should treat Simon’s disclosures during this interview...
Words: 489 - Pages: 2
...Senior member of the security team: Keith Kristy How large is Ryerson in geographical, terms of student? - 38 000 undergraduate - 1700 support staff - 780 faculty - intermingle streets • Crew security reports to the security manager • 168 Occupational health and safety ‘ • Brand new position: IT , own firewall and backbone to protect confidential information • Everyone reports to the assistant director manager • Everyone reports to the VP of finance: this is what it comes down to What is the purpose of having a security department: - formulate risk management - protection of people, property and information What is the purpose of the heads of the different heads: - The whole cycle has evolved - Harassment and violence free - Manage the people, place and money, timing for work (for having managers and supervisors) How do you determine the amount of employees should be deployed - deployed during the bussiest time - they have a formula (square footage formula) bases the amount of security that is required - have to look at budgets also affect how to deploy employees What kind of reports are done on the daily - they write about 5000 repors / year - ORCA report writing system - What ever happens there always has to be a report that is written - Daily briefs for any inncidents, basically gives a synopsus on what they did Formal reports that get sent to external agencies - PCR (provision of care reports) medical...
Words: 745 - Pages: 3
...INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement ("Agreement") is made and effective this 12, September, 2013, by and between ________________________________________ ("Consultant") and IQ Group et. al. LLC, IQ Homes, Larry Morgan ("Company"). Now, therefore, Consultant and Company agree as follows: 1. Engagement. Company hereby engages Consultant, and Consultant accepts engagement, to provide to Company the following services: Engineering, Marketing, Sales, Construction, Planning, Project Managment, Management, Budgeting, Training, and any related areas per agreement 2. Term. Consultant shall provide services to Company pursuant to this Agreement for a term commencing on 12, September, 2013 and ending on 12, September, 2015. 3. Place of Work. Consultant shall render services primarily at Consultant's offices, but will, upon request, provide the services at Company offices or such other places as reasonably requested by Company as appropriate for the performance of particular services. 4. Time. Consultant's daily schedule and hours worked under this Agreement on a given day shall generally be subject to Consultant's discretion, provided that Consultant and Company anticipate that Consultant shall work on average [Expected Time Working] hours per week in the performance of services pursuant to this Agreement. Company relies upon Consultant to devote sufficient time as is reasonably necessary to fulfill the spirit and purpose of this Agreement. 5. Payment....
Words: 1060 - Pages: 5
...EXAMINATION 00805000 Monday ABA MODEL RULES: 5.5 (b) 1.6 (a) NFPA ETHICAL CONSIDERATIONS: 1.7 (a) 1.5 (a) 1.8 (a) Carl violated UPL for failure to identify himself to Jane and Zeke as a paralegal, setting fees and giving legal advice. Carl violated confidentiality by allowing Zeke to sit in on the meeting. Carl and Howe violated confidentiality by allowing Jane and Zeke in Howe’s office where confidential files were in plain view. Carl violated confidentiality by speaking about Jane’s case in the reception area where other clients could hear. Carl violated UPL by giving legal advice. Howe allowed Carl to engage in UPL and did not properly supervise Carl. TUESDAY ABA MODEL RULES: 5.5 (b) 1.2 (d) 3.4 NFPA ETHICAL CONSIDERATIONS: 1.7 1.8 (a) 1.5 (a) 1.3 (a) 1.3 (b) 1.3 (e) 1.2 (C) 1.2 (b) Howe allowed Carl to engage in UPL and did not properly supervise Carl. Carl did not identify himself as a paralegal. Carl gave legal advice by stating for Jane to lower her income so she could obtain more money than Jane is entitled to. Carl answered the phone and discussed in front of Jane another clients case, disclosing confidential information about another client. Carl did not take Jane’s actual monthly expenses, he doubled Jane’s expensed which is fraud. Carl engaged in conduct that affects the dignity of the case by asking unfounded personal questions, not relevant to the case. Carl did not prepare accurate, honest billing records. WEDNESDAY ABA MODEL RULES: 5.5 1.1...
Words: 604 - Pages: 3
...Introduction This report will give an overview of the aim behind collecting data, types of data collected, methods used and how the collection of the data supports the department’s practices. It will also give a brief outlook on the importance of legislation in recording, storing and accessing data. Why Organisations Need to Collect Data To satisfy legal requirement: every few months there is some request from the government sector to gather, maintain and reports lots of information back to them on how many people do we have in the organization, working hours, how much our expenses for the whole year, we should keep data stored in case information is needed to defend the company legal actions that could arise at any time To provide documentation in the event of a claim: safety legislation and health required that require that records are kept of accidents , whenever an employee make claims to employment tribunals and the employer need to defend such a case he will demands on the accuracy and comprehensive of personal records To provide the organization with information to make decision: since the computer software is developed the information is more readily available, will aid identify problems and helps in taking decision in relation to promotion and salary increases. Types of data that is collected within the organization and how each supports HR or L&D practices There are 2 types of Data that is collected by HR Functions and below is a description of...
Words: 643 - Pages: 3
...This essay will discuss the need for confidentiality and the nurse’s duty to keep information he/she is privy to, confidential. Brown et al (1992) suggest that a duty of confidentiality can be described as information that is disclosed which ought not to be disclosed further except within the relevant limits. Confidentiality is generally defined as the process of the protection of personal information, and is regarded as an integral part of a nurse’s role. The Nursing and Midwifery Council (NMC) are the regulatory body of registered nurses and midwives in the United Kingdom, and clause 5 of the NMC code of professional conduct states that registrants have a duty to protect confidential information (NMC, 2006). Failure to adhere to this clause could result in removal from the register, as confidentiality is something all nurses must respect and be aware of. So what is patient confidentiality and why is it so important? The Department of Health (2003) says “A duty of confidence arises when one person discloses information to another (e.g. patient to clinician) in circumstances where it is reasonable to expect the information will be held in confidence.” Confidential information (in the authors opinion as a healthcare student) includes but is not limited to information pertaining to an individual, e.g. name, contact details, medical details. When in a position of trust and having access to confidential information, it is a good idea to ask yourself ‘what would I regard as confidential...
Words: 324 - Pages: 2
...but has a high-risk level in the traffic of the information. The security policies of this company, determines that all e-mail must have a formal means of communication within or without of the company. E-mail is more efficient than other media such as voice mail, Fax, or regular Mail. For this reason, people can misunderstand that this is an informal means. However, the information in a e-mail, like a letterhead letter, must have complete integrity, being truthful and maintain a confidential information. As everyone know, the e-mail is not encrypted, thus it is transiting within a public network as unencrypted text, which may cause an information leak when it is intercepted and read by third parties and may cause a violation of confidentiality. It is very important have a more careful with the documents attached to sent email, because the risk of confiability grows up according increasing the information. When someone send an e-mail can commit different types of errors like send a e-mail to wrong person. This wrong can occur when a person type the first three or four letters of the word, and the system automatically recognizes a previously email address used. Another common wrong is when people send email with "reply all" instead of "reply". All employees of the company should take special care in the e-mail they receive, because a unknown addresses can contain malicious scripts or viruses that may violate safety barriers of our company. All e-mails flowing in the network...
Words: 362 - Pages: 2
...attempting to find another source of printing ink | R&D | h) Cost of defining the book size so that a standard- sized box is filled to capacity | Design | QUESTION 2 List the four standards of ethical conduct for management accountants. For each standard, give an example that demonstrates compliance with that standard. There are four standards of ethical conduct for management accountants, and they are as follows: 1) Competence: - the ability of an individual to do a job properly. For example:- * Follow applicable laws, regulations standards. * Maintain professional competence * Prepare complete and clear reports after appropriate analysis * Follow applicable laws, regulation and standards. 2) Confidentiality: - is the non-disclosure of some information except to an authorized person. For example:- * Ensure that subordinates do not disclose confidential information * Do not use confidential information for personal advantages * Do not disclose confidential information unless...
Words: 432 - Pages: 2
...information can be items like a social security number or a birth date, while sensitive business information can be either patented designs or even customer contact databases. Keeping information like this secure requires methodologies such as the usage of the three tenants of information or otherwise known as the C.I.A. triad (Kim & Solomon, 2011). The three most important parts that makes up this triad are: “Confidentiality”, “Integrity”, and “Availability”. The expanded version of the C.I.A. triad actually contains seven critical characteristics that further emphasize the important role of keeping sensitive information secure. The following paragraphs will explain the nature and detail of each of these seven characteristics. The first characteristic of ensuring information security is confidentiality. This characteristic defines who or what has authorized access to an entity’s sensitive information. The overall goal of this characteristic is to keep access to this information restricted to only those that need to know. A good example of confidentiality is where a car company’s authorized car design team has access to confidential design schematics on a secure computer server for a particular new car but the car company’s competitor does not. Integrity is the next characteristic whereas its goal is in ensuring that the sensitive information is intact, unmodified, and is free of any alterations or corruption. Sensitive information that is altered can be useless...
Words: 274 - Pages: 2
...customers to know how confidential information will be treated. Instead of hoping a financial services company will treat their personal data as confidential, consumers will receive an explicit disclosure of how such information will be used by the firm. Weakness: * GLBA notices are confusing and limit the transparency of information practices. GLBA assumes a company will explain a complex set of legal definitions added to numerous exceptions to the law in a way that will allow for an informed choice and in transparent language. There are reservations about a company's desire to do this. Health Insurance Portability and Accountability Act (HIPAA) The Health Insurance Portability and Accountability Act of 1996 protect the confidentiality and security of health care data by establishing and enforcing standards and by standardizing electronic data exchange. Strengths: * Allows patients the legal right to see, copy, and correct their personal medical information. Also it enabled patients with pre-existing conditions to change jobs without worrying that their conditions would not be covered under a new employer's health plan * Prevented employers from accessing and using personal health information to make employment decisions Weaknesses: * Now health care providers, insurance providers, and even the consumers are bombarded by overwhelming amounts of paperwork which consume time and money that could be better spent elsewhere. Digital Millennium Copyright...
Words: 629 - Pages: 3
...Case Study Andrew Madriaga HCA 400 Healthcare Leadership Professor Hilleary Upon becoming a member of the hospital Board of Directors members must sign a confidentiality agreement form. The members of the board will be bound to this agreement for the time they are part of the board up until they leave the group. In addition board members must return the board of directors manual along with any confidential documents upon the resignation or completion of their term. A breach of any confidential information is to be reported to the board president. If I were in administrator Sparky’s place after I read the leaked reports on the front page paper I would have immediately responded by explaining that the discussions that were ongoing were simply discussions and nothing more. I would further explain that nothing is imminent however the ongoing discussions were appropriate due to the fact that the chief surgeon was retiring. I would essentially be doing damage control to ensure things don’t get bad before any real decisions have been reached. I would change the composition of the Board of Directors and my hospital leadership by first eliminating the tension between the CIO and the DON. I would eliminate the tension by privately clearing the air between the two to further understand the situation that I am dealing with. I would then analyze whether or not the two can cooperate and contribute accordingly to the decisions of the team or if they are just distractions....
Words: 527 - Pages: 3
...[pic] Data Classification Policy Disclaimer of warranty—THE INFORMATION CONTAINED HEREIN IS PROVIDED "AS IS." HAWAII HEALTH INFORMATION CORPORATION (“HHIC”) AND THE WORKGROUP FOR ELECTRONIC DATA INTERCHANGE (“WEDI”) MAKES NO EXPRESS OR IMPLIED WARRANTIES RELATING TO ITS ACCURACY OR COMPLETENESS. WEDI AND HHIC SPECIFICALLY DISCLAIM ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL HHIC OR THE HIPAA READINESS COLLABORATIVE (“HRC”) BE LIABLE FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, ACTUAL, SPECIAL, INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL, COSTS OR EXPENSES (INCLUDING ATTORNEY'S FEES WHETHER SUIT IS INSTITUTED OR NOT) ARISING OUT OF THE USE OR INTERPRETATION OF HRC POLICIES OR THE INFORMATION OR MATERIALS CONTAINED HEREIN. This document may be freely redistributed in its entirety provided that this notice is not removed. It may not be sold for profit or used in commercial documents without the written permission of HHIC. While all information in this document is believed to be correct at the time of writing, this document is for educational purposes only and does not purport to provide legal advice. If you require legal advice, you should consult with an attorney. The information provided here is for reference use only and does not constitute the rendering of legal, financial, or other professional advice or recommendations...
Words: 1047 - Pages: 5
