...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 of a Merger Human Resource Management & Talent Development Ethical and Legal Issues Corporate mergers are pursued because there is a belief that if both independent companies are combined as one, the resulting company will grow more rapidly and will be stronger competitively. Management teams from both sides of these companies will no doubt encounter ethical and legal challenges prior to the merger, during the merger, and after the merger has been completed. HR acts as a moral compass for these companies, and issues that must be faced raise questions about fairness, equality, integrity, honesty, accountability, and consequences of behavior. As HR Director of the acquiring company, it is my responsibility to aid all employees in adhering to the code of ethics that has been implemented into our organizational mission statement. Furthermore, it is my job to create a safe and ethical environment in which every employee can enjoy his or her incontrovertible rights, which include the ability to access information about his or her job and the freedom to be able to do their job without any duress. HR can be a conflicting job for those of us in management, as we are called upon to walk a very narrow line between what is legally and morally best for the employee and financially advantageous to the company (Moore, 2014). However, the alternative of facing civil and criminal penalties that would incur due to law breaking, or even the implication of law...
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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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...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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...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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...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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...Comply with Sarbanes-Oxley Act Nguyễn Phước Đại dnguyen0191@student.bristoluniversity.edu Bristol University BUS 555: Business Ethics 10/16/2013 Comply with Sarbanes-Oxley Act Cynics sometimes like to say that locks on doors only keep honest people out, and the same is often true for accounting rules and regulations. We only trust financial statements from honest companies. Hefty penalties for violating the rules may act as curb for executives who are considering whether to play with their numbers. Accounting frauds most often stem from two conditions: lack of transparency and conflicts of interest1. The string of corporate scandals since the beginning of the millennium has taken its toll on investor confidence. Because reliance on corporate boards to police themselves did not seem to be working, Congress passed the Public Accounting Reform and Investor Protection Act of 2002, commonly known as Sarbanes-Oxley Act, which enforced by Securities and Exchange Commission (SEC). (Hartman, L., DesJardin, J. 2011, p426) The collapse of Enroll, WorldCom, accounting frauds at Tyco and the passage of Sarbanes-Oxley have forced boards of directors, particularly at publicly-traded companies, to reassess how they do acquisition deals and on what basis they can represent to the shareholders that the deal is fair to all parties. (Andrew J. Sherman & Milledge A. Hart 2006, p87) In business there is one simple rule: grow or die. Companies on a growth path will...
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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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...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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...pollution has caused the loss of livelihood, and the widespread health problems including 1,400 related deaths. When Chevron took over Texaco in 2001, they acquired this lawsuit. Today, Chevron is not involved in producing oil in Ecuador. A. One of the issues following Chevron is whether or not Chevron had the proper jurisdiction as a corporation to operate outside our national borders, in Ecuador. As a corporation the first step in moving operation into other countries, is first receiving approval form the share holds. Corporations must seek proper approval from there shareholders before seeking many changes. Corporations often engage in an acquisition of other corporation by a friendly merger. A merger happens when two corporation come together. One corporation is absorbed into the other corporation. However the merged corporation ceases to exist, leaving the surviving corporation. The surviving corporation automatically gains all the rights, privileges, powers, duties, obligations, and liabilities of the merged corporation (Cheeseman Pg.642). During the merge one corporation can pick up all shares of the other corporation through a share exchange. However in the share exchange both corporations retain their separate legal existence. When the share exchange is...
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...associated legal considerations. As an example, you consider legal considerations such as discrimination in the workplace. You also study regulatory compliance issues for an organization, as well as the associated business consequences. The readings focus on workers’ compensation, occupational safety, and other worker protection laws, with a specific attention to the Family and Medical Leave Act. This week also covers the collective bargaining agreements and labor law, as well as several laws and decisions a company must make regarding these labor law issues. In addition, you examine equal opportunity in employment and Title VII, including what comprises this significant law. You review regulatory laws, environmental protection and global warning, as well as antitrust laws and unfair trade practices. The readings focus on introductory concepts and the laws that support these concepts. Employment and Regulatory Risk OBJECTIVE: Differentiate between types of employment relationships and the associated legal considerations. Resources: Ch. 31 & 32 of Business Law: Legal Environment, Online Commerce, Business Ethics, and International Issues Content • Ch. 31: Employment, Worker Protection, and Immigration Laws o Introduction to Employment, Worker Protection, and Immigration Laws o Worker’s Compensation • Case 31.1 Workers’ Compensation: Medrano v. Marshall Electrical Contracting Inc. o Occupational Safety • Ethics Spotlight:...
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...DaimlerChrysler merger Introduction The case is about merger and demerger of the two automotive companies which have dedicated and skilled workforces and successful products, but in different markets and in different regions of the world, i.e. Daimler Benz of Germany and other company is Chrysler Corporation of US which take place merger in 1998 and demerged in year of 2007. This study analyses the potential sources of value creation and destruction, and evidence on how this process has affected the valuation of the Daimler Chrysler merger. We also discuss some of the important issues that must be taken into account in cross-border mergers and acquisitions. Differences in corporate culture, compensation policies, ownership structure, and the legal environment may pose significant challenges to international business combinations. This is the historic merger that will change the face of the automotive industry. Context In a Modigliani-Miller framework, if mergers do create value, they do so by changing tax liabilities, changing contracting costs, or changing investment incentives. If the size, timing, and riskiness of the combined future cash flows of the merged firms exceed the cash flows of the separate firms (“synergy”), the merger will be a positive net present-value project. They include:- Tax motivation Mispricing inspiration Market power high price hypothesis motivation Earning diversification stimulation In the case of Daimler Chrysler merger, several potential...
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...Ethics in the Corporate World ACC 557 Financial Accounting January 26, 2014 In today’s society, it seems that most companies are out to chase the almighty dollar and have little to no concern for the 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...
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...ETHICS IN FINANCE Meaning of Ethics Ethics is the study of human behavior which is right or wrong. In general, ethics means doing right things to others, being honest to others, being fair and justice to others. Even ethics in finance is a compartment to general ethics. Ethics are very important to maintain constancy in social life, where people work together with one another. In the process of social development we should not be conscious of ourselves but also conscious to take care of others. WHAT IS FINANCE Finance means fund or other financial resources; it deals with matter related to money and the market. The field of finance refers to the concept of time, money and risk and how they are interrelated. Banks are the main facilitators of funding. Funding means asset in the form of money Finance is the set of activities that deals with the management of funds. It helps in making the decision like how to use the collected fund. It is also art and science of determining if the funds of an organization are being used in a right manner or not. Through financial analysis, any company or business can take decision in making financial investments, acquisition of company, selling of company, to know the financial standing of their business in present, past and future. It helps to stay competitive with others in making strategic financial decisions. Finance is the backbone of business; no business can run without finance. WHAT IS ETHICS IN FINANCE Ethics in finance...
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...to shine as the face of the future. “RPZ Social Media Marketing mission is to provide results-oriented advertising and marketing through all resources available. We provide strong marketing concepts and excellent customer services seeking to become a partner with our clients. We help your business formulate and execute a successful marketing strategy.”, is a possible mission statement. As a merged company RPZ Social Media Marketing’s mission statement needs to reassure the existing clients, but show new clients the future. Organizational values are a standard guide of conduct, and explanation on the organizations thinking and actions. It is a way of a company to define its beliefs and principles, allowing unity in the face of various issues. “They...
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