...DQ # 4 Takeover refers to a situation where a company seeks to acquire another to expand product breadth, geographic or customer base or it might want to expand and diversify into related or unrelated product markets, pursue undervalued resources, or manipulate financial indicators, including risk profiles, performance variability, and financial leverage (Pearce & Robinson, 2004).On the other hand, hostile take-over involves an outside entity, making a tender offer to shareholders of a target firm and as suggested by Pearce & Robinson (2004), it involves directly approaching the company’s shareholders ignoring the executives and the board of directors. However, there are appropriate takeover defences that can be utilised to safeguard any hostile takeover and these could be discussed below: Firstly, poison pill is a defense strategy in which the target company offers its stockholders preferred stock in the merged firm at a highly attractive rate of exchange as a mandatory consequence of a successful takeover (Pearce & Robinson, 2004).. The reason behind this is to dilute the stock such that the attacking firm loses money on its investment. Example research conducted by J.P. Morgan offers evidence that poison pills benefit target firm stockholders. Secondly, to prevent unwelcome corporate suitors from acquiring enough stock to take control of the corporation, flip-in poison pills can be used and with flip-in options...
Words: 512 - Pages: 3
...Faculdade de Economia, Universidade do Porto, Portugal. Correspondence to: Jorge Farinha, Faculdade de Economia da Universidade do Porto, Rua Roberto Frias, 4200 Porto, Portugal. Tel. (351)-22-5571100, Fax (351)-22-5505050. E-mail: jfarinha@fep.up.pt. CORPORATE GOVERNANCE: A SURVEY OF THE LITERATURE ABSTRACT This paper reviews the theoretical and empirical literature on the nature and consequences of the corporate governance problem, providing some guidance on the major points of consensus and dissent among researchers on this issue. Also analysed is the effectiveness of a set of external and internal disciplining mechanisms in providing a solution for the corporate governance problem. Apart from this, particular emphases are given to the special conflicts arising from the relationship between managers and shareholders in companies with large ownership diffusion, the issue of managerial entrenchment and the link between firm value and corporate governance. Keywords: agency theory, corporate governance, ownership structure JEL Classification: G300 1 1 Introduction Recent financial scandals associated to accounting and other frauds allegedly blamed to top company managers (e.g. Enron, Worldcom, Adelphia) have brought into public light the recurring question of whether companies are managed on the best interests of shareholders and other company stakeholders such as workers, creditors and the general community. A point that has been made frequently is that top managers...
Words: 19465 - Pages: 78
...1 ACQUISITIONS AND TAKEOVERS When analyzing investment decisions, we did not consider in any detail the largest investment decisions that most firms make, i.e., their acquisitions of other firms. Boeing’s largest investment of the last decade was not a new commercial aircraft but its acquisition of McDonnell Douglas in 1996. At the time of the acquisition, Boeing's managers were optimistic about the merger, claiming that it would create substantial value for the stockholders of both firms. What are the principles that govern acquisitions? Should they be judged differently from other investments? Firms are acquired for a number of reasons. In the 1960s and 1970s, firms such as Gulf and Western and ITT built themselves into conglomerates by acquiring firms in other lines of business. In the 1980s, corporate giants like Time, Beatrice and RJR Nabisco were acquired by other firms, their own management or wealthy raiders, who saw potential value in restructuring or breaking up these firms. In the 1990s, we saw a wave of consolidation in the media business as telecommunications firms acquired entertainment firms, and entertainment firms acquired cable businesses. Through time, firms have also acquired or merged with other firms to gain the benefits of synergy, in the form of either higher growth, as in the Disney acquisition of Capital Cities, or lower costs. Acquisitions seem to offer firms a short cut to their strategic objectives, but the process has its costs. In this chapter,...
Words: 21338 - Pages: 86
...NIIT University | Ethics in Finance | | | Aman Sawhney | | | Contents Introduction 1 Why Ethics Matters 1 Ethics and Ethical Dilemma 2 Creating an Ethical Environment 3 Reasons for Unethical Behavior 4 Ethical issues in Finance 4 Financial Statement 5 Fictitious Revenues 5 Off-balance Sheet Financing 5 Hidden Reserves 5 Hostile Takeovers 6 Insider Trading 6 Introduction Ethics in general is concerned with human behavior that is acceptable or "right" and that is not acceptable or "wrong" based on conventional morality. General ethical norms encompass truthfulness, honesty, integrity, respect for others, fairness, and justice. They relate to all aspects of life, including business and finance. Financial ethics is, therefore, a subset of general ethics. Ethical norms are essential for maintaining stability and harmony in social life, where people interact with one another. Recognition of others' needs and aspirations, fairness, and cooperative efforts to deal with common issues are, for example, aspects of social behavior that contribute to social stability. In the process of social evolution, we have developed not only an instinct to care for ourselves but also a conscience to care for others. There may arise situations in which the need to care for ourselves runs into conflict with the need to care for others. In such situations, ethical norms are needed to guide our behavior. As Demsey (1999) puts it: "Ethics represents the attempt...
Words: 2682 - Pages: 11
...Introduction It all kicked off on 6 June 2003, when Oracle ambushed PeopleSoft with a hostile takeover bid valued at $5.1 billion just four days after PeopleSoft agreed to a $1.8 billion deal with J.D. Edwards. The acquisition fight lasted over 18 months and has become a staple in business and law school case studies. PeopleSoft specialized in Enterprise Resource Planning (ERP) software solutions. It was very strong in human resource software and other back-office functions, competing with SAP and Siebel; however, as the ERP space began to see dramatically reduced growth, PeopleSoft’s sales began to lag. Company leaders saw the acquisition of smaller J.D Edwards as a way to bolster and expand its business into enterprise management and supply chain solutions. Although this acquisition would place PeopleSoft in a better position to compete with market leaders, it never got a chance to enjoy the hype and excitement. Oracle announced its tender offer takeover of PeopleSoft and Oracle CEO, Larry Ellison, further announced that that the company would discontinue PeopleSoft products once the merger was complete (although product support for existing customers would continue). PeopleSoft faced significant challenges. The true intention of Oracle was unknown, and a personal conflict between the PeopleSoft and Oracle CEOs added complexity into the issue. The unwelcome tender offer cast a cloud of doubt upon PeopleSoft’s future and required that the board seriously consider...
Words: 3811 - Pages: 16
...structure and is a demonstration of how active debt management can affect a firm’s performance. The case examines Union Carbide Corporations approach to debt management and shows the relationship between financial practices, banking relationships and the necessity for banks to understand their client’s current situation and needs. At the time of the case Union Carbide had transformed from a Fortune 500 company with $9.1 billion in revenues in 1983 with a low debt level of 39% to a highly leveraged firm with a debt to equity ratio of 72% (a 33% increase) by mid 1986. This increase of debt stemmed from a highly publicized and disastrous gas leak at a Carbide plant in Bhopal, India in 1984. “The event rocked the company and dramatically affected its financial condition” (p. 2). Eight months after the gas leak, in August 1985, Union Carbide found itself to be an attractive takeover target. As part of its takeover defense in 1986 Union Carbide increased their debt levels and terminated jobs while closing plants and selling off businesses. The results of this restructure left Union Carbide with medium and long fixed rate debt of $2.5 billion and a weighted average interest rate of 14.2% which calculates to roughly $355 million interest paid yearly. This high interest rate was a consequence of a downgrade in Union Carbides debt rating and that left Union Carbide with a need to restructure its debt. Who and how would this debt be restructured was something that Union Carbide had to consider...
Words: 1469 - Pages: 6
...unemployment rate will rise rapidly in Australia and Singapore government control of the ASX. Indeed, the federal government officially blocked the $US8.4 billion deal which was a right decision in terms of the strength and stability of Australia’s financial system. However, other oppositions might say that we just lost a great opportunity to access global capital markets. They believed that we have to move towards globalisation to be more open-minded. It is undeniable that one government decision could be attracted two different views by the members, like everything else; it has its own benefits and harms. As Mr Swan said that the deal was not right enough to grow Australia’s role as a financial services hub in Asia and therefore it was only be justified if there were very substantial benefits to our nation. He treated the deal as a takeover by SGX, not a merger exchange group as well as the Australia’s financial sector would have become a subsidiary to a competitor in Asia. The consequence of this merger would have breached our principal in maximizing our national interest. He believed that the deal would not provide a gateway to Asian capital flows as SGX has limited flows to the rest of Asia, which is not necessary to enter into SGX financial market at the moment. According to the rank of the World’s stock Exchanges, the ASX ranks 11th in size in the world with $1.5 trillion worth of listed companies, whereas the SGX ranks 21st at $0.672 trillion – no doubt that is a more than...
Words: 1791 - Pages: 8
...MUMBAI S I L IC O N VA L L E Y B A N G A LO R E S IN G A PO R E M U M B A I- B KC NEW DELHI M U N IC H Public M&As in India: Takeover Code Dissected A detailed analysis of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 August 2013 © Copyright 2013 Nishith Desai Associates www.nishithdesai.com M&A Lab Takeover Code Dissected About NDA Nishith Desai Associates (NDA) is a research based international law firm with offices in Mumbai, Silicon Valley, Bangalore, Singapore, New Delhi and 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. Our experience with legal, regulatory and tax advice coupled with industry expertise in an integrated manner allows us to provide the complete strategy from the onset through to the full set up of the business and until the exits. We focus on niche areas in which we provide significant value add and are involved in select highly complex, innovative transactions. Core practice areas include Mergers & Acquisitions, International Tax, International Tax Litigation, Fund Formation, Fund Investments, Litigation & Dispute Resolution, Capital Markets, Employment and HR, Intellectual...
Words: 24805 - Pages: 100
...Oracle – PeopleSo- Takeover Contents • • • • • • • • • • • Introduc-on Products Market Structure Why PeopleSo8 Oracle’s / PeopleSo8’s View Timeline of the Acquisi-on Pre-‐Merger Post-‐Merger Defense / An-defense Strategies A8er Takeover Conclusion Oracle -‐ PeopleSo8 Takeover 2 Introduc-on • The acquisi-on would enable Oracle to capture the Enterprise Applica-on so8ware business, used by large companies. • Merger would be a legi-mate rival to SAP. • Oracle made a hos-le bid of $10.3 billion for PeopleSo8 in June 2003 • Lasted for 18 months Oracle -‐ PeopleSo8 Takeover 3 Oracle • Founded in 1977 by Larry Ellison (CEO) • One of largest developers of “Database Management Systems” • More than 41,000 employees and reported revenue of more than $10.2 billion in 2003 Oracle -‐ PeopleSo8 Takeover 4 PeopleSo8 • Founded in 1987 by David Duffield &Ken Morris • Craig Conway is CEO • Specializes...
Words: 1427 - Pages: 6
...Target Financial Reporting Quality and M&A Deals that Go Bust* HOLLIS A. SKAIFE, University of Wisconsin–Madison DANIEL D. WANGERIN, Michigan State University 1. Introduction This study investigates whether target firms’ financial reporting quality affects the likelihood that merger and acquisition (M&A) deals will ultimately be terminated. Managers looking to increase their market share, enter new markets, or diversify their operations will consider acquiring another company based on the company’s performance, geographic locations, and lines of business, respectively. If the potential target is a U.S. publicly traded company, an acquirer’s initial assessment of the expected benefits associated with the acquisition of the company is based on publicly available information. Generally, the acquirer obtains limited private information from the target prior to the signing of the acquisition agreement. Although an acquisition agreement creates a binding contractual obligation for both entities to go forward with the deal, it does not guarantee completion of the deal. The acquisition agreement typically contains a warranty by the target that its financial statements are prepared in accordance with generally accepted accounting principles (GAAP). If this warranty is breached, the deal can be terminated. We hypothesize that low-quality financial reporting by target firms prior to the announcement of a deal increases the likelihood that a target firm’s U.S. GAAP warranties stated in the acquisition...
Words: 16976 - Pages: 68
...the following statements is CORRECT? | a. | Relaxant's shareholders (the ex-partners) will now be exposed to less liability. | | b. | The firm's investors will be exposed to less liability, but they will find it more difficult to transfer their ownership. | | c. | The firm will find it more difficult to raise additional capital to support its growth. | | d. | The company will probably be subject to fewer regulations and required disclosures. | | e. | Assuming the firm is profitable, none of its income will be subject to federal income taxes. | Question 3 Which of the following statements is CORRECT? | a. | Conflicts would not exist if the Security and Exchange Commission were abolished. | | b. | The threat of takeovers reduces conflict of interest problems, but only between bondholders and stockholders. | | c. | Compensating managers with stock options can do nothing to help eliminate potential conflicts between stockholders and managers. | | d. | Compensating managers with stock options can help reduce conflicts of interest between stockholders and managers, but if the options are...
Words: 2558 - Pages: 11
...The Positive Theory of Accounting Outline In the text, Scott defines Positive accounting theory (PAT) as: “concerned with predicting such actions as the choices of accounting policies by firms and how firms will respond to proposed new accounting standards.” (263) PAT uses theory to predict the choices that management will make regarding their choice of accounting policies. This theory is introduced as a way to merge efficient securities markets with economic consequences. PAT takes the view that firms will conduct themselves in the way that maximizes their own best interests. Managers do not always do what is best for shareholders, but what will be the most beneficial to their organization. The choices that an organization makes are dependent on what industry they are in, and the factors within that industry An organization can be portrayed by the contracts it enters into. A firm’s contracts with employees, suppliers, lenders, and shareholders are central to its operations. The organization is inclined to keep these contract costs as low as possible. PAT emphasizes that an organization’s choice of accounting policies is motivated by keeping contract costs down. PAT does not propose that organizations completely identify what accounting policies they will use. Such specification is costly to commit to, and does not give management the opportunity to respond to unforeseen circumstances. Managers have flexibility to choose from a set of accounting policies, and...
Words: 1003 - Pages: 5
...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...
Words: 1264 - Pages: 6
...Kingdom or United States. In order to answer the question, “Which of the external factors was most important in the Communist take over of Czechoslovakia in 1948?” Firstly I wanted to focus my essay only on how were the Communist reliable of takeover Czechoslovakia in 1948. After investigation it was discovered that the Czechoslovak history from year 1948 was mostly affected only by the external factors. A number of secondary sources are used including textbooks and biographies; both online and print, one of the secondary source was in Czech language. The scope of the investigation is focused on years from 1938 to the final takeover in 1948. Several external examples are used, why external factors were mostly important in Communist take over. Two very significant important factors what happened were the conference in Yalta, and the Czechoslovak-Soviet Treaty of Alliance signed by Czechoslovak president Edvard Benes, but after investigation each of mentioned external factors are important for various reasons. Sources about Czechoslovak history from 1938 to 1948 are mostly used, because the essay is mostly focused on this period. In conclusion of the research paper it will argue that because of external serious consequences the Czechoslovak takeover in 1948 was mostly because of the...
Words: 4042 - Pages: 17
...Understanding Financial Concepts – Assignment I 1. Explain why market prices are useful to a financial manager Managers are interested in market prices for reasons better explain by market of economic theory. The classic market of economic theory is a call auction market where all market participants meet in one place at one time to arrive at a market clearing price through open outcry of bids and offers. In agricultural societies, these markets were often held annually, at harvest time, but the development of futures contracts has spread commodities trading over the year. Financial markets have traditionally been open each business day. As volume in many markets has grown, efficient continuous markets - some operating on a twenty-four-hour basis - have become the norm in currencies and in a few widely held securities. In general, market forces have dealt effectively with the reallocation of price and rate risk and have provided liquidity through securitization and the allocation of capital to market making. Market forces have not yet dealt adequately with the risk of market discontinuities. 2. Discuss how the Valuation Principle helps a financial manager make decisions. The concept of value is at the heart of financial management, yet the introductory case demonstrates that valuation of companies is by no means an exact science. Inability to make precisely accurate valuations complicates the task of financial managers. The financial manager controls capital flows into...
Words: 1067 - Pages: 5