...MGMT 520 Legal, Political and Ethical Dimensions of Business Week 3 - Discussion 2 - Environmental Liability and Due Process In 1979, Paul and John Reardon purchased 16 acres of land located next to a manufacturing plant in Massachusetts. In 1983, a state environmental agency, responding to a citizen's report, tested soil samples from both properties and discovered extremely high levels of polychlorinated biphenyls (PCBs) on the plant site and on the Reardons' property where it bordered the site. Shortly thereafter, the Environmental Protection Agency (EPA) cleaned up the contaminated areas. In 1985, the EPA notified the Reardons that they might be liable for clean-up costs. An EPA investigation of the property in 1987 revealed that some soil was still contaminated. This time, the Reardons cleaned up the property themselves. In March 1989, the EPA placed a lien for an unspecified amount on all of the Reardons' property to secure payment for any clean-up costs for which the Reardons might be liable. The EPA told the Reardons that they could settle the claims against them for $336,709 but noted that this amount did not limit the Reardon’s potential liability. The Reardons filed a motion for an injunction, arguing that filing a lien against their property without any prior notice or hearing violated their due process rights under the Fifth Amendment, which states that no person can be deprived of life, liberty, or property without due process of law. Superfund (the Comprehensive...
Words: 2328 - Pages: 10
...scope. Verify the team’s assessment that the RFP is qualified for submitting a bid. Check that the due diligence is properly completed. Response Team Includes:IxD Director, Sales lead, Technical expert, Contract/legal team representative, Accounting representative, EVP and Stakeholders, Production Team, Project manager, Business analyst representative Qualify the Opportunity: Due to previous experience with seller, it is known that an easy partnership will be formed. Scope is clearly described with well defined and generous to deliver milestones deliverables Screen Buyer: The buyer contacted the seller ready to purchase. After meetings with seller’s production team members, SMEs, stakeholders, and project sponsor, It is clear they are in a position to move forward. ID Internal Requirements: Historically, working with the organization has proven to be beneficial both by building name recognition and financially. The buyers organizational goals align well with our organization. The key milestones and deliverable dates are very generous and we project the project could be done early then buyer is projecting. Buyer has stated they will provide all pre-production documentation as well as a producer for film days. Our production team will follow storyboards and producer’s direction. The production of these videos has full support from leadership in the organization. Due to the time sensitivity of this project start time, the contract team has been informed and are...
Words: 428 - Pages: 2
...DOCTORINE OF DUE DILIGENCE Introduction of Due Diligence: Due Diligence is a process of thorough and objective examination that is undertaken before corporate entities enter into major transactions such as mergers and acquisitions, issuing new stocks and other securities, project finance, securitization, etc. One of the key objectives of due diligence is to minimize, to the maximum extent practicable, the possibility of there being unknown liabilities or risks. The exercise is the multi-dimensional and involves investigation into the business, tax, financial, accounting and legal aspects of an issuer. Definition of Due Diligence: "Due diligence" is a term used for a number of concepts involving either an investigation of a business or person prior to signing a contract, or an act with a certain standard of care. It can be a legal obligation, but the term will more commonly apply to voluntary investigations. A common example of due diligence in various industries is the process through which a potential acquirer evaluates a target company or its assets for acquisition. * Due diligence can be defined as: 1. The examination of a potential target for merger, acquisition, privatization, or similar corporate finance transaction normally by a buyer. 2. A reasonable investigation focusing on material future matters. 3. An examination being achieved by asking certain key questions, including, how do we buy, how do we structure the acquisition, and how much do we...
Words: 1485 - Pages: 6
...Chapter 1 Course 7: Mergers & Acquisitions (Part 1) Prepared by: Matt H. Evans, CPA, CMA, CFM Basic Concepts Mergers and acquisitions represent the ultimate in change for a business. No other event is more difficult, challenging, or chaotic as a merger and acquisition. It is imperative that everyone involved in the process has a clear understanding of how the process works. Hopefully this short course will provide you with a better appreciation of what is involved. You might be asking yourself, why do I need to learn the merger and acquisition (M & A) process? Well for starters, mergers and acquisitions are now a normal way of life within the business world. In today's global, competitive environment, mergers are sometimes the only means for long-term survival. In other cases, such as Cisco Systems, mergers are a strategic component for generating long-term growth. Additionally, many entrepreneurs no longer build companies for the long-term; they build companies for the short-term, hoping to sell the company for huge profits. In her book The Art of Merger and Acquisition Integration, Alexandra Reed Lajoux puts it best: Virtually every major company in the United States today has experienced a major acquisition at some point in history. And at any given time, thousands of these companies are adjusting to post-merger reality. For example, so far in the decade of the 1990's (through June 1997), 96,020 companies have come under new ownership worldwide in deals worth a...
Words: 7842 - Pages: 32
...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
...worth? Deal structure When do I have to pay? Where is the money coming from? Management Buy Outs and Management Buy Ins Do I need Heads of Agreement (“Heads”)? Take a good look at the target Share Purchase – The Legal Paperwork Asset Purchase – The Legal Paperwork Buying from an Administrator or Liquidator Completion Legal Costs 1. Introduction What follows is a brief overview of a complex legal area in which many traps and pitfalls await those unprepared. This guide outlines the main considerations that apply in buying or selling a business with practical advice based upon our own experiences of buying and selling numerous businesses for our clients over the years. There is no substitute for early, fast, pragmatic legal and other professional advice to guide you through the transaction whilst allowing you to remain focussed on the key management and operational decisions affecting the business. In our experience, every deal is unique. Steeles Law, Corporate and Commercial team Service, response times and business acumen are without fault Legal 500 2. So Where Do I Begin The Process? Proper legal advice is essential early in any major transaction for two key reasons: 1. to ensure certainty – are you clear exactly what it is you are buying or selling? Does the agreement reflect that? Don’t get “caught out”. 2. to protect your investment, or the proceeds...
Words: 7606 - Pages: 31
...customs that help shape the character of individuals and how people interact with one another 2. (Whitman & Mattord, 2011, p. 114) What is privacy in an information security context? It refers to how the info supplied by users will be protected. Is the data confidential, or will it be accessed by anyone? Will it be protected from others? Can you expect reasonably that your personal/confidential information will be protected? 3. (Whitman & Mattord, 2011, p. 114) How does the Sarbanes-Oxley Act of 2002 affect information security managers? 4. (Whitman & Mattord, 2011, p. 114) How is due diligence different from due care? Why are both important? When organizations adopt levels of security for a legal defense, they may need to show that they have done what any prudent organization would do in similar circumstances. This is referred to as a standard of due care. Due diligence is the demonstration that the organization is diligent in ensuring that the implemented standards continue to provide the required level of protection. 5. (Whitman & Mattord, 2011, p. 114) What is a policy? How is it different from a law? 6. (Whitman & Mattord, 2011, p. 114) What is the best method for preventing an illegal or unethical...
Words: 253 - Pages: 2
...This memorandum presents a valuation of Telco Exchange (TX) and serves as a consultation for Valhalla Partners to consider its investment in TX. Art Mark’s Vote and Appropriate Valuation for Telco Exchange Art Marks should vote to make an investment in Telco Exchange because the company possesses many of the components which could make it a potential 67 million dollar company (from our valuation by DCF method using WACC -Appendix A). Telco has a product that solves large company high cost issues revolving around telecom equipment and telecom services (makes around $250,000 per software licensing deal). They have been profitable in 2002 and the potential to have a revenue of a 50 million annual revenue in four years time. They have sold their solutions to big companies including IKON and Marriot and currently have working relationship with AT&T for which some of their past, current and future customer references are coming from. So far Telco has the first mover advantage offering a more complete solution package than any other competitors at the current time. Valhalla had completed the valuation of ROI on a 3.75 million investment to Telco resulting in a 6.8 to 12.1 times their capital investment with the company valuation of 170 to 343 million. A conservative valuation of Telco resulted in a 115 to 140 million company valuation and a 4.6 to 6.1 times return on capital. Telco needed a total investment of 10 million, and Valhalla along with Columbia capital would be...
Words: 865 - Pages: 4
...Keystone Business Support Company Ltd. ABOUT US Keystone is a professional services company with management and administrative staff headquartered in Dhaka, Bangladesh. The company provides comprehensive business solutions to private businesses, financial institutions, investors, bilateral and multilateral institutions. A special strength of Keystone lies in its ability to help prepare for and implement energy sector projects both with regards to conventional and nonconventional energy sources. Keystone is also particularly strong in the areas of financial modeling and conducting legal and technical due diligence. These strengths are applicable in a wide variety of fields and we are constantly branching out to new areas to expand our product offering. Keystone has a global network of expert consultants across major cities including Boston, Delhi, Dubai, Hong Kong, London, New York, San Francisco, Singapore, Sydney, and Washington DC. Keystone is continually expanding to other major cities as its business grows. OUR APPROACH Keystone’s Project Teams pair international experts with local talent to devise Global Best Practice Solutions tailored to the specific country context. This also allows us to offer a high international quality service locally. Our first and foremost goal is to craft concrete and actionable steps for our clients that deliver results. OUR STRENGTHS Expertise : Keystone draws its strength from its diverse team of international experts. The company...
Words: 1321 - Pages: 6
...strengthen its existing businesses. BBD’s philosophy also centered around being patient to bring about seamless integration of acquired companies with the aim of eliminating waste and turning around underperforming assets through its application of effective and efficient management approaches. [ (BOMBARDIER & ADTRANZ AQUISITION CASE) ] BBDs kin approach to integration of acquired companies enabled greater combination potential as this approach brought about strong employee support because there was the belief that BBD would protect jobs and invest in new product lines. BBD’s approach to integration was seen in the acquiring of Adtranz despite the fact that the company agreed to a limited due diligence process for the deal to go through. The agreement to a limited due diligence process was due to the fact that there were great strategy and business similarity between the two companies and Adtranz was working to streamline its operations and this was a concept that BT was willing to buy into. The integrative model taken by BBD defines how synergy realization is possible when there are similarities between the...
Words: 1215 - Pages: 5
...FINANCIAL DUE-DILIGENCE August 26, 2010 26 ♣ Nitin Arora II Associate Director II Corporate Catalyst India www.cci.in Financial Due Diligence (FDD) Financial Due Diligence is a reasonable level of enquiry into the financial affairs having a material impact on the prospects of the business A FDD review may not only look at the historical financial performance of a business but will generally consider the forecast financial performance also The objective is to ensure that prospective investors make an informed investment decision Its a fact gathering exercise with a focused analysis of information. The main sources of information for a FDD review include: Historical financial data including statutory accounts, g y , management accounts and reports and income tax returns Current financial data such as year-to-date management accounts Minutes of Directors’ Meetings and Management Meetings Directors FDD is about: Evaluation, Interpretation and Communication detailed FDD – When Needed ? Mostly sought for the following transactions: Disinvestments Strategic investments or a PE investment Acquisition of an undertaking / business Inbound and overseas investments Listing of securities in Indian or overseas market st g o secu t es d a o o e seas a et Types of Due Diligence Due Diligence Dili Nature of Client Nature of Work Se S de Sell-Side (Vendor) Buy-Side Buy Side Financial Tax Legal Commercial Purpose of FDD Identify potential...
Words: 817 - Pages: 4
...DUE DILIGENCE MERGER & ACQUISITION BF 2 Wu Yuan (Leo) PRESIDENT UNIVERSITY Definition of Due Diligence Due Diligence term often we read or hear from the media business and law. Suppose the investor will perform due diligence process to the individual/ specific company before deciding to invest. Due diligence is the process of investigation or survey conducted by a party to the other party prior to the signing of the contract of force cooperation among all parties. This process is not a requirement of the law but it is voluntary. But it is really important to do for the sake of prudence prior cooperation or decisions taken into problems later on. Due diligence is a term used for the investigation to the company's performance appraisal or a person, or the performance of an activity to meet the specified standards. The term of this due diligence can be used in showing an assessment of the observance of the law, but the term is generally used to indicate a voluntary investigation activities. Some common examples of the "due diligence" in this example include: * A process of investigation in the implementation of a “business combination” (merger) of acquisition in which an interest in doing and assessment of the company to whom the purchase or appraisal of assets of the company. * An inquiry into the fulfillment of various criteria to the requirements in the certification process of a product or service (e.g. ISO, etc.) The term "due diligence" first came...
Words: 1940 - Pages: 8
...Diligence is steadfast application, assiduousness and industry; the virtue of hard work. It is one of the seven heavenly virtues. Diligent behaviour is indicative of a work ethic; a belief that work is good in itself. Diligence in students Bernard et al. Other factors which encourage diligence in students include motivation, discipline, concentration, responsibility and devotedness. Diligence in Buddhism The last words of the Buddha was "Strive on with diligence". Diligence is an integral part of all Buddhist teaching, and is considered the fourth of the pāramitā. In Mahayana tradition diligence is the third pāramitā and the first which is said to lead to liberation. The practice of diligence will bring an increase of qualities. Diligence in Christianity Diligence, in Christianity, is the effort to do one's part, while keeping faith and reliance in God. In other words, diligence and faith are two sides of a mystery. One doesn’t know how, despite one's effort, it all works out. But diligence when combined with faith assures spiritual success. Diligence as one of seven virtues describes thoroughness, completeness and persistence of an action, particularly in matters of faith. Diligence in Hinduism According to Brian Hatcher, the precepts of Hinduism require a human being to discover and live a dharmic life. To live a dharmic life, one must live with right intention with diligence, and with concern for well being of others. The Hindus celebrate Diwali, a festival...
Words: 312 - Pages: 2
...Case Study: Merck Acquisition of Medco Professor Daniel Weiss FI561 January 23, 2011 DeVry University Case Study: Merck Acquisition of Medco Abstract The purpose of this case study is to determine whether it would be beneficial to merge Merck Corporation with Medco Containment Services Incorporated. The merger and acquisition between the world’s largest drug manufacturer and the largest prescription benefits management company (PBM) and marketer of mail order medicines in the United States would result in a successful campaign to take over the drug industry if handled appropriately. As Chairman and CEO of Merck Corporation, I have to consider all sides of the arguments, financially, marketing and cultural wise and come to a conclusion as to whether this merger would be a good idea for the company. Like any other investment and merger, there are risks, and I have to decide what would be best in the interest of this company. The details as to whether the decision to acquire or not acquire Medco will be described in this paper. Along with data that helps make that final decision. There are a few things one must take into account before making a decision. You have to look at the long term run, whether or not the merger and acquisition will be successful. You also have to take synergy into account; it is the most important reason why there are a lot of mergers and acquisitions. Synergy would be when two companies join forces to create additional value and cut costs...
Words: 2468 - Pages: 10
...corporate restructuring are large parts of the business world. Some of these transactions are friendly and some not so friendly (Mergers and Acquisitions (M&A), 2007). In either case HR should be involved from the beginning of the merger process rather than calling on them post-merger to begin managing the merger at that point (Lindquist, 2007). HR is uniquely qualified to provide the business acumen, analytical skills, and close collaboration with mangers that is needed to handle the organizational and people issues that a merger raises (Lindquist, 2007). When two companies decide to merge they go through a process called due diligence, this process can take anywhere from months to a year, with the average being about 3 months (no author, 2005). HR professionals are valuable partners when they are utilized during due diligence. Due diligence allows the two companies to provide all the documents concerning their organizations, these documents include compensation rates, bargaining agreements, employment contracts and severance agreements, job classifications and pay rates, employee handbooks, affirmative action plans, and any number of documents that show each organizations alignment (no author, 2005). After all documentation has been gathered then HR professionals should review and prepare an organizational chart for the companies that shows the number and type of employees and their departments,...
Words: 1124 - Pages: 5
