...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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...What are mergers and acquisitions? Mergers and acquisitions are the modes of establishing inter-organizational linkages whereby companies buy a part of or a controlling interest in another company (Harrison, 2002). A merger is the unification of two or more organizations into a single unit whilst an acquisition involves the purchase of one organization by another so that the buyer assumes control (Brouthers et al., 1998). Why do mergers and acquisitions happen? M&As are done to help an organization expand rapidly in its own sector or venture into a new field or new geography without creating a subsidiary, other child entity or joint venture. The key principal behind mergers and acquisitions is of synergies or value creation as the two companies...
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...the volatility in the Canadian construction materials market and sells the company to a competitor, US Corp. Its subsidiary, Canadian Wallboard, and Stonewall will merge into one organization. What are the benefits of the merger to British Wallboard? US Corp? Canadian Wallboard? Stonewall? (10 marks) The benefits of the merger to British Wallboard: Financial Benefits: The benefit to British Wallboard of the sale and subsequent merger is not having losses from poor market conditions for Stonewall Industries. British Wallboard may recognize some tax benefits from the sale of Stonewall Industries. The benefits of the merger to US Corp: Strategic Benefits: US Corp will benefit from the merger strategically by leveraging current customers of Stonewall Industries. As Canadian Wallboard is assumed to only operate in Canada similar to Stonewall Industries there is no benefit to opening in new markets internationally, or corporate venturing. Unless of course there is an international market – in which case having a larger presence in the Canadian market may make it more feasible to venture into the international markets. Becoming a larger more efficient company with a strengthening competitive position opens up the opportunity for more mergers and acquisitions of competitors, suppliers and/or customers. US Corp will benefit from operating synergies from combining the two companies. This could be realized by the costs saved due to economies of scale, the spreading of overhead...
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...Merck’s acquisition of Medco: Merger Analysis and Recommendation by Marzena Porebski . Table of Contents 1.0 INTRODUCTION 2 2.0 THE COMPANY OVERVIEW 3 2.1 Merck & Company 3 2.2 Medco Containment Services Inc. 5 2.3 The Companies Advantages 6 3.0 MERCK & MEDCO MERGER 7 3.1 Acquisition Details 7 3.2 Merger Analysis 7 4.0 CONCLUSION 11 5.0 APPENDIX 12 5.1 Financial Reports 12 5.2 Sales of Drugs and Prices 13 5.3 Merger and Acquisition Activity 14 5.4 Market Share 15 5.5 Additional Documents 15 6.0 References 15 1.0 INTRODUCTION Mergers and acquisitions occur because directors see benefits that could come from combining two or more businesses, which could improve the company’s overall financial performance. Mergers and related acquisitions have occurred in the United States in a series of waves over the last century or more, as can be seen on the chart in Appendix 5.3. Over time, mergers have become popular and in recent times, the growth has been steeper outside of the United States. One of many reasons why mergers occur is due to macroeconomic factors that contribute to a merger wave such as economic conditions, credit availability, industry shocks, government policy changes, competitive business environment, innovation, technological developments, or globalization (Thompson). Mergers and acquisitions can generate cost efficiency through economies of scale, can increase the revenue through gain in market...
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...| 5/4/2015 | | | | | | | | | | | | Impact of Leadership On Merger & AcquisitionsImportance of Leadership to M&A success or its failure | | | | | | | | | | | | | | | | | | | | | | | | By Shreyash Kumar Sharma | Assignment Details 1. Scope Highlight the impact of Leadership on Mergers and Acquisition. Focus on one success and one failure story 2. Assignment Flow 3.1 Executive Summary 3.2 Failure – BMW and The Rover Company * Summary * Acquisition Details * Analysis * What Went Wrong? 3.3 Success – AkzoNobel N.V – Imperial Chemicals Industries plc. * Summary * Acquisition Details * Analysis * Success Story 3 Closure 2.1 - Executive Summary In the current knowledge based economies, in order to gain access to one of the most important intangible asset of one business – the brand –, the companies merge or acquire the targeted brand (Kumar & Blomqvist, 2004) Today’s business world deals with an increasing phenomenon of Mergers and Acquisitions (M&A‟s), a process through which companies gain access to some tangible and intangible resources. The benefits of mergers and acquisitions (M&A) include, among others: * a diversification of product and service offerings * an increase in plant capacity * larger...
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...Human Resources Management – Assignment The Role of Human Resources in Mergers & Acquisitions “In implementing an M&A, most managers and business leaders focus on the financials. But success often hinges on how you deal with people issues and cultural Integration”. Andrew F. Giffin and Jeffrey A. Schmidt 1 Successful Mergers and Acquisitions are much more than just a name change on the premises and changing company branded material and policies. Mergers and acquisitions (M&A’s) are notoriously risky, and international M&A’s are even more so. Numerous studies on M&A’s, show that success is not always guaranteed. To the contrary, the biggest percentage of (costly) M&A’s, do not achieve goals and set objectives. Mercer Human Resource Consulting, after examining the evidence, has concluded that as many as 60–70% of M&A’s fail to deliver their intended benefits. Another study by CFERF 2 claims that 75% of the deals have failed or underperformed. Although it is clear that some of these unsuccessful ventures are due to financial and market factors, the root cause of a considerable number of failures lies in disregarded HR issues and activities. Some of the main (HR- people) mistakes in mergers and acquisitions are: o HR not being involved early in the game o Lack of culture blending and misaligned values- do not underestimate cultural differences o No clarity on mission and vision o Communications, communications, communications – lack of it in the main Other research has shown that...
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...Merck & Medco You Decide Assignment Merck’s acquisition of Medco: Merger Analysis and Recommendation by Marzena Porebski . Table of Contents 1.0 INTRODUCTION 2 2.0 THE COMPANY OVERVIEW 3 2.1 Merck & Company 3 2.2 Medco Containment Services Inc. 5 2.3 The Companies Advantages 6 3.0 MERCK & MEDCO MERGER 7 3.1 Acquisition Details 7 3.2 Merger Analysis 7 4.0 CONCLUSION 11 5.0 APPENDIX 12 5.1 Financial Reports 12 5.2 Sales of Drugs and Prices 13 5.3 Merger and Acquisition Activity 14 5.4 Market Share 15 5.5 Additional Documents 15 6.0 References 15 1.0 INTRODUCTION Mergers and acquisitions occur because directors see benefits that could come from combining two or more businesses, which could improve the company’s overall financial performance. Mergers and related acquisitions have occurred in the United States in a series of waves over the last century or more, as can be seen on the chart in Appendix 5.3. Over time, mergers have become popular and in recent times, the growth has been steeper outside of the United States. One of many reasons why mergers occur is due to macroeconomic factors that contribute to a merger wave such as economic conditions, credit availability, industry shocks, government policy changes, competitive business environment, innovation, technological developments, or globalization (Thompson). Mergers and acquisitions can generate cost efficiency through economies of scale, can increase the revenue through gain in...
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...The Merger: Transition Plan I ORG 502 September 18, 2009 Transition Plan I The purpose of this Transition Plan is to document the process of changes that are necessary to make the merger-acquisition succeed for Merger’s Inc. First the discussion highlights issues that occur during a transition followed by utilization of motivation concepts. Next, this plan will discuss the importance of employee job satisfaction in relation to departmental performance. Lastly, a brief discussion will ensue regarding perceptions and their role in decision making. Expected issues with merger A number of problems will manifest before, during, and after the merger and acquisition process. One key element to be considered is job roles. “Some executives may have a bitter taste in their mouths about how negotiations unfolded or be resentful of the outcome, causing hard feelings about titles, roles, responsibilities and compensation” (Miles & Bennett, 2008, p. 60). In addition, rumors and cliques can be damaging to companies in the midst of a merger and acquisition; for example, “Cliques are harmful because they contribute significantly to information asymmetries within the top management team and slow down the team’s development” (Miles & Bennett 2008, p. 63). Rumors create misinformation and elevate uncertainty amongst all lines of employment from the top, down. Rumors must be contained and eliminated immediately. The selection process during and after a merger and...
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...|Merger and Acquisition | INDEX |S.NO |Contents |Page No. | |1 |Abstract |3 | |2 |Introduction |4 | |3 |Types of Mergers |4 | |4 |Reasons for Mergers and Acquisition |5 | |5 |Advantages of Mergers and Acquisition |7 | |6 |Failure of Mergers and Acquisition |10 | |7 | Making it Happen |13 | |8 |Conclusion |14 | |9 |Bibliography |15 | Abstract: As a corporate strategy, Mergers and Acquisition have been used to expand size and growth of business. In this report this corporate strategy is investigated...
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...Chapter 1. Introduction to Mergers and Acquisition 1.1 Mergers and acquisition To opt for a merger or not is a complex affair, especially in terms of the technicalities involved. We have discussed almost all factors that the management may have to look into before going for merger. Considerable amount of brainstorming would be required by the managements to reach a conclusion. e.g. a due diligence report would clearly identify the status of the company in respect of the financial position along with the networth and pending legal matters and details about various contingent liabilities. Decision has to be taken after having discussed the pros & cons of the proposed merger & the impact of the same on the business, administrative costs benefits, addition to shareholders' value, tax implications including stamp duty and last but not the least also on the employees of the Transferor or Transferee Company. Merger: Merger is defined as combination of two or more companies into a single company where one survives and the others lose their corporate existence. The survivor acquires all the assets as well as liabilities of the merged company or companies. Generally, the surviving company is the buyer, which retains its identity, and the extinguished company is the seller. Merger is also defined as amalgamation. Merger is the fusion of two or more existing companies. All assets, liabilities and the stock of one company stand transferred to transferee company in consideration...
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...Trident University Module 5- SLP FIN501 Dr. Glenn Tenney Jeremy Stack Net present Value, Mergers and acquisitions When brainstorming on the possible ideas of mergers or acquisitions it was easy at first to automatically think similar corporations within the same market either small or big or even in direct competition. Upon researching and reviewing the required readings I realized there are numerous types of mergers and acquisitions that could and should be considered in the terms of better business for my company (Target), for the market, and for the consumers in general. The Target Corporation is an American retailing company. It is the second largest discount retailer behind Walmart. With that being said it would at first be a natural thought maybe to think of a merger with Walmart, but as Target being second to them it wouldn’t necessarily be a merger as it would be an acquisition by Walmart and probably wouldn’t make the most business sense even if both were allowed to remain as separate entities. Beyond that certain regulatory bodies would probably find a merger or acquisition to constitute a monopoly and threaten competition within the respective industry. So what would be a company worth merging with or acquiring? One such company that comes to mind which I believe would be considered a Horizontal merger would be the Kmart Corporation as they are in direct competition. Kmart is listed as the 3rd largest discount retail chain behind Walmart and Target...
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...Excellence in Financial Management Course 7: Mergers & Acquisitions (Part 1) Prepared by: Matt H. Evans, CPA, CMA, CFM This course (part 1) provides a concise overview of the merger and acquisition process, including the legal process, federal regulations and due diligence. The purpose of the course is to give the user a solid understanding of how mergers and acquisitions work. This course is recommended for 2 hours of Continuing Professional Education. In order to receive credit, you will need to pass a multiple choice exam which is administered over the internet at www.exinfm.com/training Published March 2000 Chapter 1 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...
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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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...Introduction Currently, Mergers and Acquisition strategy has been significant growth in term of amount and size of organization (Hitt, Harrison, and Ireland, 2001). Since 1980s, the total value of M&A is approximately 1.3 million million dollar and has a huge of increasing amount more than 11 million million dollar in 1990s. The important reason most of companies do merger and acquisition is to empower in market, more opportunities to access not enough/less own resource of company, more powerful in negotiate with supplier and customer, expand distribution channel, also reducing cost of production risk or new service that company has not enough capability to generate. Moreover, Mergers and Acquisition could limit ability of competitor and hurdle competitor to do business as well as reducing cost of operation because Mergers and acquisition make company expansion. As a result, it could possible to advantage in scale and scope (B.Elango 2006). For acquired companys, they would gain the advantage in term of financial condition because they usually gain capital meaning stronger in company financial. However, there are some considering factors about the problem of internal management after acquiring or merging such as organizational culture, the risk or failure with wrong set objective. These might be effected to operate business in the future. Mergers and Acquisition could be influenced in different groups both company and acquirer. Thus, it is necessary to consider...
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... | |Mergers & Acquisitions: An Introduction | |Prof. Ian Giddy, New York University | |[pic] | | | |INTRODUCTION | |This is an introduction to the subject of mergers, acquisitions, buyouts and divestitures as covered in my Mergers & Acquisitions course. The purpose is to delineate how and why a merger | |decision should be made. The course focuses on mergers and acquisitions in the context of private as well as publicly traded companies. Acquisitions of private companies account for the | |majority of transactions. To properly assess a potential merger we need to perform fundamental strategic and financial...
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