...Ethical and Legal Issues Merger of Company A & Company B Human Resources Management & Talent Development 07-04-13 Abstract In any merger, there are always legal and ethical issues involved. These issues have to be resolved in order to ensure a successful merger. It is the role of Human Resource personnel to ensure the code of ethics is used in legal and moral implications. The role of the Human resource manager is to create an ethical environment in which all employees are able to enjoy there inalienable rights. These rights will include the accessibility of information about the job, company, and there career and the right not to be coerced into situations. Maintaining these rights will help in reducing stress, establishing trust, increasing productivity and efficiency. This report will document the legal and ethical issues associated with a merger. It will also consist of a detailed implementation plan in resolving these potential ethical and legal issues. A plan for establishing an ethical work environment and resolving ethical and legal issues will be discussed as well. Identify Specific Legal and Ethical Issues involved in Mergers Recently the mergers and acquisitions of firms has become a major trend in business. In the process of mergers and acquisitions, the role of ethics and compliance has become a major step in ensuring success. A breakout session was held just recently on ethics and compliance in mergers and acquisitions. The panel, which featured...
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...Ethical and Legal Issues HR ethics are important to organizations as they can have legal and moral implications. In this assignment, you will develop a plan to resolve some of the ethical and legal issues involved in a merger. Use the Argosy University online library and textbooks to read about ethical and legal issues. Consider the following scenario: As part of the employment contracts, employees have certain rights. For example, employees have the right to not be coerced into situations against their will. They expect to be able to access the information, which affects their job, company, and career. Such work situations can increase stress, lower self-esteem and productivity, cause loss of trust, and decrease efficiency. Good employees who are looking for a more secure work environment may resign and take valuable tacit knowledge and talent with them. It is the responsibility of HR management to create an ethical work environment before, during, and after the merger. Instructions: As a strategic HR Director, you have been asked to identify ethical and legal issues involved in a merger and develop a plan to resolve these issues. Your plan should address the following: * Identify specific legal and ethical issues that should be considered before, during, and after the merger. * Develop an implementation plan for managing the potential legal and ethical concerns for the merger. * Explain how the proposed plan would help managers establish an ethical...
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...Ethical Issues in Mergers and Acquisitions MERGERS AND ACQUISITIONS-AN OVERVIEW: The phrase mergers and acquisitions (M&A) refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling and combining of different companies that can aid, finance, or help a growing company (in a given industry) grow rapidly without having to create another business entity. In legal terminology, mergers and acquisitions can be defined as follows: • Merger: A full joining together of two previously separate corporations. A true merger in the legal sense occurs when both businesses dissolve and fold their assets and liabilities into a newly created third entity. This entails the creation of a new corporation. • Acquisition: Taking possession of another business, also called a takeover or buyout. It may be share purchase (the buyer buys the shares of the target company from the shareholders of the target company. The buyer will take on the company with all its assets and liabilities. ) or asset purchase (buyer buys the assets of the target company from the target company). Although they are often uttered in the same breath and used as though they were synonymous, the terms merger and acquisition mean slightly different things. A purchase deal will also be called a merger when both CEOs agree that joining together is in the best interest of both of their companies. But when the deal is unfriendly - that is, when the target company does not want...
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...Corporate Ethics Abstract For this paper, two scenarios will be examined. One, a pharmaceutical company, which has come under investigation by the Federal Trade Commission to determine whether the company has engaged in illegal activities to keep a generic drug off the market. The other, two large telecommunications companies have agreed to merge, and consumer advocates are very concerned with the possible outcome of this merger. The effects of both companies’ actions on competition will be examined, along with the effects on consumers and stakeholders within the companies. Additionally, the various ethical dilemmas presented by each company’s actions will be discussed. Corporate Ethics The pharmaceutical company would wish to hinder the competition brought about by generic drug manufacturers for a variety of reasons. One primary cause for this opposition is that patents for prescription drugs typically run out after a specified length of time, so the pharmaceutical company would want to oppose the generic drugs for as long as the patent remained in effect. Once the generic company enters the market after the specific patent has expired, or perhaps been invented around; prices for the drug decrease sharply. This ends the name brand company’s exclusive profits and higher revenue for the same drug (Balto, 2009, p.8) Generic drug manufacturers are also direct competitors of the pharmaceutical company, and the introduction of...
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...Addressing International Legal and Ethical Issues Simulation Summary LAW/421: Contemporary Business Law University of Phoenix Addressing International Legal and Ethical Issues Simulation Summary On 2007, CadMex created a technique to develop a quick manufacturing of medical agents. Meanwhile Gentura located in Candore which is under dictatorship, also developed a technique entitled ProPrez which is an anti-diabetic agent. After deliberation CadMex and Gentura decided to go into business together which would give you a global marketing position in the industry. CadMex was in a position where they needed a contract that would protect any interest concerning legal disputes and property rights. Dealing with finding solutions in legal issues actions against a foreign business may be a little tricky. Some legal systems may want to vastly push through cases rather than research the quality of the evidence provided. Another hindrance that may come up may be the difference of laws in the two countries. In some countries some contracts are done over the phone or understood with a simple handshake, for court purposes written documentations will not be available. In cases of this international barriers may cause a rift in legal actions and portray a differentiated experience for joining companies. Another aspect of legal actions taken against a foreign business based in another country is the fact of whether they have patent and trademark laws...
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...Unit 5-International Business Ethics Miranda Misercola American InterContinental University November 7, 2015 Abstract The purpose of this paper is to analyze two different acquisitions or mergers to demonstrate how such business transactions can cause legal barriers to entry market. Possible ethical dilemmas that are present within the relations between the companies will also be discussed. Furthermore, the drawbacks consumers have to face when two companies merge will be addressed as well. Introduction An investigation into a pharmaceutical company’s supposed intentions to curtail generic competition regarding an antidepressant drug, which is the company’s best brand name seller, has brought about a few questions as to why the company would do this to consumers. Prescription medication is expensive enough without pharmaceutical companies hindering the market entry of its generic counterparts. Generic medication gives consumers a choice to spend more or to spend less for their health care, and in the long-run gives them a choice for a more cost-effective livelihood. Without the options of choosing a cheaper form of medication, consumers are being taken advantage of. This leaves no room for choice and thwarts fair market competition. With a 22% increase of profits in comparison to the previous year, it is quite obvious that this brand- name manufacturer and generic companies have disobeyed federal antitrust laws. Therefore the Federal Trade...
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...lose million of dollars potentially by allowing the generic product equal opportunity. Another reason is that the cost of developing a drug, in addition to advertising and marketing the product oftentimes requires thousands of dollars be invested. In order to recoup the cost of research and design, manufacturing, compliance to federal regulations and the like, it is necessary for the product to be successful. Any competition will hinder potential success of the product. Consider the fact that companies must be successful to continue to have investors willing to resource projects, studies, and funding for research and development. If the company does not maintain a certain level of profitability, it could lose investors. What types of legal barriers to market entry exist? In the case of exclusive dealings contracts, if a pharmaceutical manufacturer has enough marketing power they can stop smaller generic competitors in a couple of ways. If an exclusive contract with CVS for instance made, competing generic suppliers would not have access to...
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...lose million of dollar potentially by allowing the generic product equal opportunity. Another reason is that the cost of developing a drug, in addition to advertising and marketing the product oftentimes requires thousands of dollars be invested. In order to recoup the cost of research and design, manufacturing, compliance to federal regulations and the like, it is necessary for the product to be successful. Any competition will hinder potential success of the product. Consider the fact that companies must be successful to continue to have investors willing to resource projects, studies, and funding for research and development. If the company does not maintain a certain level of profitability, it could lose investors. •What types of legal barriers to market entry exist? In the case of exclusive dealings contracts, if a pharmaceutical manufacturer has enough marketing power they can stop smaller generic competitors in a couple of ways. If an exclusive contract with CVS for instance made, competing generic suppliers...
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...International Legal and Ethical Issues in Business Abstract In this assignment, we will review two scenarios of business practices and how these practices influence consumers. We will also explore antitrust laws and the fact that they were established to protect consumers and businesses from anti-competitive business practices. The foundation of a dynamic economy is free and open trade. The benefits of lower prices and higher quality products or services is done through aggressive competition. To maintain this dynamic economy the United States Congress established and passed the first antitrust law. This law was named the Sherman Act of 1890. Two other antitrust laws have been passed since. In 1914 the Federal Trade Commission Act was created by the Federal Trade Commission and the Clayton Act. These laws are still in effect. The antitrust laws were created to promote competition that is dynamic and to protect consumers from mergers that would create anticompetitive business practices. These laws are enforced by the Federal Trade Commission working with the Bureau of Economics. (Guide to Antitrust Laws, 2015) The Sherman Act banishes any monopolization or attempts thereof. The Supreme Court decided long ago that this act doesn't prohibit every restraint of trade. I only prohibits those that are unreasonable. For example, two people that may want to form a partnership may restrain trade but this is not considered unreasonable. Examples of illegal...
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...With merging of InterClean and EnvrioTech Merger, it must be understood that major change, and company restructuring is inevitable. As leaders in the company, and those persons with the vision of the company, we must make the transition “seamless” and painless for all employees in the company. We must first evaluate when rightsizing be appropriate for the company, along with the correct manner to implement this process. Furthermore, when determining this information, we must also look at the ethical and legal ramifications of this process. This paper will help bring all these factors into perspective for this new merger. Before we can adequately determine when rightsizing during this company merge is most appropriate, we must fully understand what rightsizing encompasses. According to Zeffane, and Rachid “Rightsizing is still one of the most pertinent corporate issues in the 1990s as organizations continue to operate in conditions of economic depression, cost constraints, intense competition, market deregulation and structural changes such as mergers and acquisitions.” (1994). The article further begins to explain that “organizational rightsizing should be a strategically planned endeavor to reshape the organization by expanding part of the organization into new markets, contracting others and consciously leaving intact parts of the organization to support the corporate process in the organizational transformation.” (1994). In reading this article, and others we can understand...
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...Executive Summary Feltex Carpets Ltd. is the largest Australian carpet manufacturer. The company has experiences in internationalization in countries such as USA, Japan, Southeast Asia and New Zealand. However, the company is interested in expanding their market power to new destinations, to improve their multinational strategy and to be well-known worldwide. The countries of potential choice are Mexico and Chile. The analysis has been done by comparing the overall information and in-details of each indicator. From evaluation of indicators of both countries, such as economic, social, legal and infrastructure, the analysis has shown that the economy of both countries are quite similar. However, the infrastructure, technological and legal environment seem to be better in Chile. As the Chilean government support the foreign investment in textile sector by promoting the education, technological development and the special policy especially for textile. For instance, tax reduction and promoting education in labour forces. Thus, Chilean labour forces would have the better off in comparison with Mexican labour forces. Another highlighted indicator in the country comparison - which the recommendation has inclined - is infrastructures. Both countries have the similar relative figures in number of infrastructure such as roadway, waterway and airports. But the infrastructure of electricity and internet/telephone networks seems to be at a higher level in Chile. The analysis of relevant...
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...The merger between InterClean and EnviroTech is taking the organization into a different direction. InterClean has made their success by only selling cleaning products. Since the merger of InterClean and EnviroTech the organization will now begin offering cleaning solutions form companies in the health care industry. As a mid level manager we will now have to make some changes to adapt. A new sales team will need to be developed, and a new development plan will need to be constructed for the new team to succeed. Job Analysis There are a number of methods available to study a job. Job analysis helps facilitate accurate recruitment and selection practices, sets standards for performance appraisals and allows appropriate classification or reclassification of positions. According to Cascio, the most common methods of analyzing a job are; Job Performance, Observation, Interviews, critical incidents and structured questionnaires. In most cases, utilizing a combination of the methods is needed; because alone they are not as effective. The duties of these methods are all the same. The analysis helps identify the relevant skills and competencies required to meet the needs of the job position as well as the ultimate goals of the specified department and organization. InterClean needs a new Sales Team that can help streamline the merger process. The best candidates for these positions will need to be knowledgeable on emerging issues in sanitation, environmental regulation of cleaning...
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... General Mills believes the success of their stakeholders is a success for the company, every decision they make must add value to for their stakeholders. In 2001 General Mills completed a merger with their long-time competitor, Pillsbury. Both sides of the merger felt this was the best decision for each company involved, General Mills felt it would add value to shareholders, while Pillsbury was just happy the business would stay local. The merger was complete with a $10.5 billion price tag and would total $13 billion in annual sales. The only problem was Pillsbury’s weak performance, causing layoffs for General Mills. The best solution to remedy this problem is for General Mills to get its thinking caps on and come up with a new innovative product line for Pillsbury. It will take time and a lot of effort, but in the end the benefits will improve the new company and get Pillsbury performing at the same level as General Mills. With a feasibility analysis complete, I have determined General Mills has what it takes to implement this solution and be successful. The issue of ethics and the law are also addressed briefly, since there is a lot legalities involved with creating a new product. Making sure General mills isn’t infringing on patents or copyrighted products, while being ethical in their...
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...Introduction to Business Ethics Objectives: * Gain an understanding of why business ethics is important. * Learn how business ethics fits into the broader discipline of philosophy. * Realize that the culture in which we live influences our thinking. Business ethics, some would say, is an oxymoron. After all, the media presents, on nearly a daily basis, the shenanigans of corporate representatives as they ply their trade. Price fixing, anti-competitive behavior, fraud, deceptive advertising, and insider trading are but a few of the many questionable tactics found in the quivers of corporate moguls and their charges. Corporations and their activities have been fair game for attack, both factual and fictional. The level of corruption is epidemic in the estimation of many observers. This rather bleak picture is probably the one most familiar to what has become a very cynical populace. We have come to think of ourselves as current or potential victims of evil corporations. Is business evil incarnate? Of course it isn't. Is business completely innocent of the charges against it? Again, the answer is no. The truth lies somewhere in between. It is, after all, the modern enterprise, with all of its strengths and weaknesses, that has brought to larger numbers of people around the world, a level of material comfort and cultural opportunities than has ever before existed. Businesses must be doing something right. In fact, while business has less than a stellar reputation...
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...repercussions of their actions. In this paper, we will address five aspects of the corporate world and the ethical breaches that have been made in the last few years. The company that we will look at for examples is WorldCom. WorldCom was one of the companies that led to the creation of the Sarbanes-Oxley Act of 2002. The five questions that we will address in this paper are: 1. Is current business and regulatory environment more conducive to ethical behavior? 2. What impact was done to WorldCom because of the accounting ethical breach? 3. How was WorldCom caught and how they failed to be ethical? 4. What accounts were impacted and the resulting impact on operations? 5. What measures could have been taken to prevent this breach? The first thing that we will do is to describe how WorldCom came to be one the biggest companies in the telecommunications industry. WorldCom began in 1983 in Clinton, Mississippi as a long distance company called Long Distance Discount Services. As a result of several mergers that began in 1985 after the board elected Bernie Ebbers as the company CEO, the company grew by leaps and bounds. On November 4, 1997, WorldCom and MCI Communications announced their $37 billion merger to form MCI WorldCom, making it the largest corporate merger of U.S. history. On October 5, 1999, Sprint Corporation and MCI WorldCom announced a $129 billion merger agreement between the two companies. This deal did not finalize because of opposition from the U...
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