...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 Environmental Response, Compensation...
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...Describe the concept of due process: Due process is a legal term from the government. It is a principle that the government must respect the legal rights of an individual according to the law. This due process holds the government to the law of the land protecting people from the states power. This is kind of a way of limiting what the government can and can’t do in efforts to make them not be unfair to the people. I read this and I feel that it helps explain what I am trying to say a little more clearly. "The essential elements of due process of law are notice, an opportunity to be heard, and the right to defend in an orderly proceeding." Fiehe v. R.E. Householder Co., 125 So. 2, 7 (Fla. 1929). The constitution states only one command twice. The Fifth Amendment says to the federal government that no shall be “deprived of life, liberty or property without due process of law”. The Fourteenth Amendment uses the same eleven words called Due Process Clause and it is used to describe the legal obligation of all states. Basically they are giving an promise of assurance that all levels of the government must operate within the law and provide fair procedures. Describe three of the legal defense. The three defenses that I would like to describe would be the insanity defense, self-defense, and the entrapment defense. The insanity defense is the defendant claims that because of mental health problems they were not responsible for their actions. The insanity defense is based on...
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...Republic of the Philippines SUPREME COURT Manila EN BANC G.R. No. 74457 March 20, 1987 RESTITUTO YNOT, petitioner, vs. INTERMEDIATE APPELLATE COURT, THE STATION COMMANDER, INTEGRATED NATIONAL POLICE, BAROTAC NUEVO, ILOILO and THE REGIONAL DIRECTOR, BUREAU OF ANIMAL INDUSTRY, REGION IV, ILOILO CITY, respondents. Ramon A. Gonzales for petitioner. CRUZ, J.: The essence of due process is distilled in the immortal cry of Themistocles to Alcibiades "Strike — but hear me first!" It is this cry that the petitioner in effect repeats here as he challenges the constitutionality of Executive Order No. 626-A. The said executive order reads in full as follows: WHEREAS, the President has given orders prohibiting the interprovincial movement of carabaos and the slaughtering of carabaos not complying with the requirements of Executive Order No. 626 particularly with respect to age; WHEREAS, it has been observed that despite such orders the violators still manage to circumvent the prohibition against inter-provincial movement of carabaos by transporting carabeef instead; and WHEREAS, in order to achieve the purposes and objectives of Executive Order No. 626 and the prohibition against interprovincial movement of carabaos, it is necessary to strengthen the said Executive Order and provide for the disposition of the carabaos and carabeef subject of the violation; NOW, THEREFORE, I, FERDINAND E. MARCOS, President of the Philippines, by virtue of the powers vested in me by the...
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...When trying to figure out what information system is right for your company you must know what steps to take first when doing so. Our organization needs to bring all executives to the table to ensure every work item is addressed for each department as appropriate and clear strategic goals are identified. Now we can come up with a plan that involves a lot of brainstorming that focuses on what our organization needs. Once that is done, all departments and stakeholders, due diligence must be performed to identify any problems areas that need to be resolved before a new system selection is implemented. The last step in this process is simply coming up with an appropriate plan for issue management that can help you resolve any problems that may arise and to help us stay on our feet making targeted progress toward goals for our organization. According to the website http://www.healthcareitnews.com/blog/plan-healthy-system-selection-process, Communication should start day 1. IT staff may advocate for a system that is easiest to manage from a technical standpoint (one that reduces risk of technical error, requires fewer end user staff, or needs less maintenance). Clinical staff may be purely focused on a system that has an interface that is easier to navigate though and is less time consuming compared to the user interfaces of other potential vendors. It is important to identify each department’s agendas and needs prior to beginning the system selection process so that they can be discussed...
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...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...
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...A Guide to Buying and Selling a Business Contents Introduction So where do I begin the process? Shares or Assets? How much is my business 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...
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...Due Process Paper Due Process Paper Due process A New York State Supreme Court Justice traces the constitutional concept of due process to the English concept of "the law of the land" (W. McKechnie, 1914). Due process, is a judicial requirement stating that enacted laws may not contain provisions that result in the unfair, arbitrary, or unreasonable treatment of an individual (Merriam-Webster). Due process of law is based on the idea that legal proceedings cannot interfere with life, liberty, or property unfairly. The Fifth and Fourteenth Amendments guarantee that one will be given notice of the proceedings and will have an opportunity to be heard prior to the seizure of life, liberty, or property.” Due process is the principle that the government must respect all of the legal rights that are owed to a person according to the law. Due process holds the government subservient to the law of the land protecting individual persons from the state” (Wikipedia 2009). When a person gets harm by the government, the government has to follow the exact course of the law and if the government doesn’t follow, it will constitutes a due process violation that offends against the rule of law. Due process is traditionally divided into substantive and procedural categories. Substantive due process relates to general rights such as freedom of speech and privacy. Procedural due process relates to the right to an attorney, and other specifics associated with the procedures of legal proceedings...
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...information sent by the company’s outlets. To make matter worse, the information received from outlets was irregular, making it difficult to deliver the MIS on a target date to the company’s management. Solution Not only did the MIS function take up too much of the CFO’s time and energy, in addition, it consumed the efforts of a dedicated professional, a qualified Chartered Accountant. Management recognized that better information was needed to understand where the strategies in terms of Food Costing were not working. BC was approached and contracted to streamline this function. Before this, BC had not worked with any client in the retail food industry. Implementation First, we conducted a professional due diligence process which took 5 working days to diagnose the real problems. Then, we prepared a short term view on issues to be addressed over the following 3 months. Also, we prepared a long term plan in which larger issues would be addressed over a period of 12 months. In the first...
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...stakeholder. Question 2 what reasons account for firm’s decision to use acquisition strategies as one of means of achieving strategic competitiveness? Firms use acquisition strategies to: Increased market power, Overcoming entry barriers, Cost of new product development, Increased speed to market, Lower risk compared to developing new products, Increased diversification, Reshaping the firm’s competitive scope. Question 3 what are the seven primary problems that affect a firm’s efforts to successfully use an acquisition strategy? Integration difficulties, Inadequate evaluation of the target, Large or extraordinary debt, Inability to achieve synergy, Too much diversification, Managers overly focused on acquisitions, Too large. Question 4 what are the attributes associated with a successful acquisition strategy? 1. Acquired firm has assets or resources that are complementary to the acquiring firm’s core business. 2 Acquisition is friendly. 3 Acquiring firm conducts effective due diligence to select target firms and evaluate target firm’s health (financial, cultural and human resources.) 4 Acquiring firm has financial slack (cash or a favourable debt position.) 5 Merged firm maintains low to moderate debt position. 6 Acquiring firm has sustained and consistent emphasis on R&D and innovation. 7 Acquiring firm manages change well and is flexible and adaptable....
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...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...
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...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...
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...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...
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...Alston v. Advance Brands and Importing Company (Page 65) 1. Given the courts reference to the rights of parents in the case of Alston v. Advance Brands and Importing Company, I do not feel there is any alternative theory. This is because, the plaintiffs cannot demonstrate that they have standing because they cannot show redressability or a remedy. 2. If Alston had been the parent of a smoker who suffered a smoking-related illness, Alston still could not allege an injury despite the fact that several different brands of the cigarettes contributed to the injury. There was no law broken by the manufacturer but by both the third-party seller and the underage purchasers. Brower v. Gateway 2000, Inc (Page 74) 1. The way that I would rewrite Gateway’s clause to be sure that it would be judged by the New York courts, would be first to not ask for arbitration before the ICC. Simply make the terms tolerable for the plaintiffs who seek protection of their rights. Furthermore, if the courts find that the defendants are liable then all fees should be refunded. 2. A. In this case the practical implication of Gateway’s loss is that their arbitration clause is unreasonable and burdensome to plaintiffs, it favored Gateway and it chose ICC as the arbitration forum. B. If Gateway had prevailed; it would have changed the cost-benefit analysis involved in deciding whether to settle the case because most of their computers cost less than the required amount from both parties. DiMercurio...
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...DUE DILIGENCE MEMORANDUM TO: JJJ Company FROM: Riordan Manufacturing DATE: September5, 2012 RE: JJJ Company to complete the Due Diligence to complete by- Setember5, 2012- For any transaction takes place. As a result to the investigation of the proposed acquisition, Riordan Manufacturing needs more information from the company to make a firm decision on behalf of the company. Please provide us with the information stated below. Please note this memorandum is designed so you can indicate your response on the form, in substantial time frame. Accordingly, please check all appropriate boxes to the right that apply to you as indicated in the request make sure to indicate whether the boxes is applicable or not applicable and relevant documents or explanation is enclosed. To make sure your response item satisfies the responses request in other items, please so states. Unless something else different is stated, please enclose all requested information for your company and all of its subsidiaries. Make sure that all documents are completed and sign on the last page as indicated in the request and return a copy with the memorandum to Riordan Manufacturing, along with the applicable documents. When sending the documents to the company makes sure to retain a copy to help facilitate the preparation of the schedules to the definitive purchase agreement. All information that is provided will be treated...
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...Due Process Clayton Cullins 01/04/12 CJS 220 Mr. Samuel P. Cervera Due process is the legal requirement that the state must respect all of the legal rights that are owed to a person. Due process balances the power of law of the land and protects individual persons from it. When a government harms a person without following the exact course of the law, this constitutes a due-process violation, which offends against the rule of law. Due process has also been frequently interpreted as limiting laws and legal proceedings (see substantive due process), so that judges - instead of legislators - may define and guarantee fundamental fairness, justice, and liberty. This interpretation has proven controversial, and is analogous to the concepts of natural justice, and procedural justice used in various other jurisdictions. This interpretation of due process is sometimes expressed as a command that the government must not be unfair to the people or abuse them physically. In the criminal justices, Due process can be in applied in court cases. In criminal prosecutions and civil cases are generally governed by explicit guarantees of procedural rights under the Bill of Rights. Most of these rights have been incorporated under the Fourteenth Amendment to the States. Among those rights is the constitutional right to procedural due process, which has been broadly construed to protect the individual so that statutes, regulations, and enforcement actions must ensure that no one is deprived...
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