...Singapore law states that price sensitive information belongs to the company. However, the arguments made in “Property rights” push for the case that if this information does belong to the organization, then it is the organization’s right to allow its employees to use it for insider trading. Let us examine these arguments. Who does price-sensitive information belong to? The employees who create this price sensitive information are empowered by the finances and reputation of the firm. Without this, they can’t make decisions that create this information. For example, the CEO of a company can’t go on a joint venture with another company to create a new product if he doesn’t have the resources of the firm at his disposal. The employees may disagree and would otherwise disagree may argue that it was their skills and ability that allowed this price sensitive information to be created. Yet, an employment contract means that an employee allows and employer to is already a contract between the employer and the employee to allow the use theof an employee’s skills and abilities for the benefit of the company in exchange for remuneration. The employee is going to be already being rewarded for his work and claiming ownership of the information would otherwise thus be a breach of a contract. Thus, let us take the position that price sensitive information is created by and belongs to the company. The company has the right to do what it wills wants with the information. So it is firm and...
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...stockholder sell for cash rather than Blockbuster stock because – In cash transaction acquiring shareholders take all the risk that theexpected synergy value embedded in the acquisition premium will notmaterialize, where as when we deal is stock the risk is spread andshared with the acquired shareholders too.In a cash deal it is pretty clear who is acquirer and who is acquired,when it comes to stocks and the stock value can change at any time.A really confident acquirer will tend to pay for the acquisition by cashand the markets historically have been rewarding this confidence byresponding through rise in share value, a stock buy out could (almostcertainly) take the opposite direction if they sense that the stock isovervalued. In about 75% of the cases, the stock value of acquirer hastaken a dip soon after the deal is announced. The cash buyout also makes sure that its shareholders do not give up any merger gains to theacquired companies shareholders.The more sensitive the acquired companies compensation is tochanges in acquirer’s stock, the less favorable the response from themarket. There are many tools and frameworks that one can use toarrive at the SVAR (Shareholder value at risk) and then make adecision on the best mode.In conclusion I would say that this is not an easy decision , there areseveral macroeconomic factors that drive this and also this shouldcome out as a result of your strategic due diligence done upfront.These need not be all cash or all stock, people that’s why...
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...SHARES Luiz Ricardo Kabbach de Castro Rafel Crespi i Cladera Universitat de les Illes Balears Ruth V. Aguilera University of Illinois at Urbana-Champaign We assembly new data on dual-class firms in Latin America and analyze the relationship between the largest shareholder characteristics and its decision to leverage voting rights. First, we describe who are the largest shareholders in Latin American firms. Second, we find that both the type and origin of the largest shareholder, together with firm- and country-level characteristics, are important determinants to explain the decision to separate voting from cashflow rights. To tackle the determinants of ownership in Latin American publicly listed firms has both managerial and policy implications because the largest shareholders are those in charge to define business strategies and the allocation of firms’ resources. Key words: Corporate ownership; dual-class shares; voting rights; cash-flow rights; Latin America. 1 INTRODUCTION Most of the analysis of the Modern Corporation has focused on the conflicts of interest between managers and owners. Yet, recent literature, extending the discussion of the classic ownermanager conflict, adds minority versus majority shareholders conflict where more concentrated ownership structures takes place (La Porta, López-de-Silanes, & Shleifer, 1999; Villalonga & Amit, 2009; Young, Peng, Ahlstrom, Bruton, & Jiang, 2008). This new agency problem, socalled, principal-principal, is particularly salient...
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...Assignment 3 LONG TERM INVESTMENT DECISION The grocery food market is filled with various options for microwavable food depending on the preferences of the consumers. Instead of the traditional use of the oven many families now use the microwave because of their busy lifestyles. The variety of healthy low calorie -microwave food has made shopping much easier for today’s busy consumer. Low calorie labels are regulated by the Food and Drug Administration (FDA) and require food “labels claiming low-calories must not have more than 40 calories for a given reference amount (except sugar substitutes)”. (The Calorie Control Council, 2014) Healthy low-calorie microwave foods have come a long way since the first Swanson pre-packaged TV dinner in the 1950’s. The meal tray was heated in the oven and consisted of a small portion of meat, two vegetables and dessert. The top two competing manufacturers of microwavable low-calorie foods are Lean Cuisine owned by Nestle and Healthy Choice owned by ConAgra. Both leaders in the frozen food market began in the 80’s. Healthy Choice works rigorously with the FDA to assure foods qualify under government health standards for healthy low calorie foods. Like all businesses these two businesses need a financial business plan that allows them to assess the company’s results and set targets for future growth. Marketing is a vital part of the business plan. Healthy low calorie microwave food as a health option is a concept which has gained enormous...
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...Strategic Plans Strategic plans usually begin with a statement of the overall corporate purpose. Many companies are very clear about their corporate purpose: “Our mission is to maximize shareowner value over time.” This corporate purpose is increasingly common for U.S. companies, but that has not always been the case. For example, in 1990 Varian Associates, Inc. was regarded as one of the most technologically advanced electronics companies. However, Varian’s management had been more concerned with developing new technology than with marketing it, and its stock price was lower than it had been 10 years earlier. Some of the larger stockholders were intensely unhappy with the state of affairs, and management was faced with the threat of a proxy fight or forced merger. In 1991, management announced a change in policy and stated that it would, in the future, emphasize both technological excellence and profitability, rather than focusing primarily on technology. Earnings improved dramatically, and the stock price rose after the change in corporate purpose. A corporate focus on creating wealth for the company’s owners is not yet as common abroad as it is in the United States. For example, Veba AG, one of Germany’s largest companies, created a stir in 1996 when it stated in its annual report that “Our commitment is to create value for you, our shareholders.” This was quite different from the usual German model, in which companies have representatives from labor on...
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...good for Proton Holdings Bhd as its share price put on 89 sen or 24.6% to close at RM4.50, amidst talk that its largest shareholder, Khazanah Nasional Bhd, is divesting its stake in the national carmaker. It was also reported that Khazanah was likely to ask for business proposals from parties interested in its 42.7% stake in Proton. Last Friday, Proton's shares and warrants were also actively traded with the counter closing 51 sen higher than the previous day. Its share price has shot up by 66% over the past three weeks, reaching a intra-day high of RM4.60 yesterday with 20.16 million shares traded. This is due to the fact that Proton is looking into the possibility of a partnership with an established auto manufacturer with technological capabilities. With Khazanah's entry price of around RM8 and Proton's net tangible asset per share of RM7.62 as of end September, the offer price for Khazanah's 42.7% stake should very well be above the last closing price of RM3.61, which works out to be about RM2bil. If VW could benefit from DRB-HICOM's acquisition; this would give the German marque exclusive access to Proton's Tanjung Malim plant, accelerating its current Asean manufacturing timeline of producing 50,000 units of VW by 2018. CIMB Research motor analyst Loke Wei Wern said that a restructuring could take place, which could ultimately lead to a strategic partnership between VW and Proton. If this is true, it would be a very positive development for Proton. DRB-HICOM closed...
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...The role of the financial manager has in maximizing shareholders value is key to the achieving the goals of the shareholders. The financial manager performs double duty working toward achieving profits for the company and optimizing the shareholders value. The flexibility of having the ability to hear viewpoints from different angles to achieve the goals of both the shareholders and the company’s manager. Today’s financial manager must have the skills and strength to evaluate and assess risks to help their company maintain a competitive edge. The responsible of the financial manager in maximizing shareholders and use real-time financial information to take advantage of the latest opportunity to capitalize on an investment. According to the text the financial managers works to achieve the goals of shareholders because shareholders are the owners of the company that employs the financial manager. This can give rise to conflict when a manager makes decision because of the needed to make decisions based on shareholders approval and what is best for the company ongoing success. Sometimes the goals of shareholders can tempt the financial manager to make unethical decision in managers attempt to maximize the goals of the shareholder value. Other times companies will have a disregard of shareholders values and not only disregard reducing expenses but foster an environment where financial abuse takes place from renting luxury cars to doing business at the most expensive...
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...gradually grown in the stock markets of developing countries as a result of financial globalization. This trend has led to an increasing concern as to whether these investors can influence the management decisions of the local firms in developing countries. This paper empirically investigates the impact of foreign institutional investors on corporate dividend policy in the Indian stock market. Using sample firms whose ownership by foreign investors was 5% or higher through the fiscal period from 2007 to 2011, we examine whether foreign institutional investors with more than 5% of a company's shares can exert a significant impact on dividends. In addition, we investigate if more shares that foreign institutional investors have over major shareholders and the more shares that foreign institutional investors have over the previous year, the stronger the impact of foreign institutional investors have on corporate dividend policy. This study empirically shows the impact of foreign institutional investors from the viewpoint of corporate governance in India, where local institutional investors play inadequate roles as Stakeholders. FII STRONGHOLD A look at the BSE-500 ownership pattern suggests that FIIs held as much as 15 per cent of the full-market capitalisation of the BSE-500 and a whopping 35 per cent of the freefloat market cap as of March 2011, thus providing them considerable influence over stock markets. Domestic institutions (mutual funds and insurance companies), on the other...
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...The evolution of the culture of our corporations has evolved in many ways and for many reasons. There were many different factors that played an important role in developing the change in the evolution of corporations. Societal and cultural influences played a major role in the early development of the objectives and reason for existence of corporations. Political forces have and will continue to play an influential role in the structure of corporations and the responsibilities corporations have in the communities in which they exist. Economic forces were one of the early influences, but will also continually be a leading factor in how corporations are governed and operated. The changes to how corporations are operated in turn affect the role of corporations and how they will be operated in the future. All of these factors for different reasons play an important role in the evolution of corporations. The decision making power transitioned from the individual to the corporation. The laws that govern the corporations, the individuals that work for the corporations, the boards that guide the corporations all evolved in the amount and type of authority they hold as well as the role they play. Individual behavior was one of the early influences on business and corporations. Businesses were owned by individuals and families. As businesses grew and the need for large scale operations grew, the scope of the operations of these businesses also expanded. The change was in...
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...DB1: Needs of the Stakeholder and Shareholder Obligations The discussion board question to be addressed in this paper is how can a company focus on the needs of its stakeholders without neglecting its shareholder obligations? Answering this question will require defining both stakeholders and shareholders, identifying the corporation’s responsibility to each and then stating the solution. Shareholder According to Lewis and Weber, a shareholder is “a person, group, or organization owning one or more shares of stock in a corporation; the legal owners of the business” (Lawrence & Webber, 2013, p. 585). These are also known as stockholders. The company and its managers are generally expected or obligated to produce as much value as possible for the company’s owners and investors. They are “to make the most money it can for shareholders who own stock in the company” (Lawrence and Webber, p. 12) Stakeholder A stakeholder is defined as “persons or groups that affect, or are affected by, an organization’s decisions, policies, and operations” (Lawrence and Webber, p. 584). Commonly included in such are employees, customers, suppliers, and the community, as well as shareholders and other investors. The idea is that there is a corporate social responsibility or obligation of the firm to serve all stakeholders interests which is practiced through “stakeholder management” (Mattingly, J. E., 2004). The Solution With the inclusion of shareholders in the definition of stakeholders...
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...shareholder’s equity is at the moment lower than its actual book value. Furthermore, the net income is also down over this 3-year period, and this is where Pan-Europa needs to focus its efforts (capital projects should assist in this effort). Earnings per share, dividends, and shareholders’ equity all fuelled by increase in net income will become critically important to the company and its shareholders in this coming year. Increase in net income would in turn strengthen the shareholders’ equity, earnings per share and dividends, and this would discourage buying shares by those considering a hostile takeover. Trudi Lauf as a proponent of reducing leverage on the balance sheet and understanding the shareholders anxiety should lead the way of Pan-Europa. ___________________________________________________________________________ Question 2: There are three NPV – NPV at Corp WACC (10,5%), NPV at minimum ROR and equivalent annuity. Ranking all projects against each of this category provides slightly different results. However, I used NPV at Corp WACC (10,5%) as this includes the most recent estimated weighted-average cost of capital for Pan-Europa. The results are in the table below: Rank 1 2 3 4 5 6 7 8 9 10 Project Strategic acquisition Market expansion eastward Market expansion southward Development and rollout of snack foods Artificial sweetener Inventory control system New plant Expansion of a plant Plant automation and conveyor systems Replacement and expansion of the truck fleet NVP at...
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...Danone’s entry mode in China Basically, Danone chose joint venture as their entry mode at the early stage of entering Chinese market. More specifically, in 1996, they began a joint venture with the other two companies: Hangzhou Wahaha Group Corparation (Wahaha Group) and a Hong Kong corporation called Bai Fu Qin (Baifu), and formed five new subsidiaries in China. However, it should be noted that Danone and Baifu did not directly invest in the JV, but established Jin jia Investment, a new corporation in Singapore instead with Danone as their controlling shareholder. In this case, Wahaha Group held 49 percent of the entire shares of JV while Jinjia owned the remaining 51 percent. The reasons why Danone decided to form a joint venture rather than a wholly owned subsidiary or other formats can generally be associated with the considerable benefits they may gain from it. Firstly, as a French company who has just entered the Chinese market for no more than 10 years since 1980s at that time, Danone’s knowledge about domestic market was still limited and may face a challenge if they run their business solely. Therefore, it is essential for them to learn from their partner in terms of related market knowledges, such as the competitive conditions, culture, political and business systems in China. Secondly, the partnership enabled Danone to share related costs and risks of developing a new product or process, in turn, led to the increase in their profit margin. It can be generally seen...
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...13 CRITICAL THINKING PROBLEM The Costco Way (pages 455, 456) Due: midnight 4/22/2012 1. In what ways are Costco’s hidden costs associated with the “cheap-labor model” epitomized by Wal-Mart? (7 pts) Costco revolutionized the perception on which higher wages can produce high returns for investors, which goes against the old motto instituted by one of the most dominate and mega corporations to have ever graced the earth, Wal-Mart, who consistently defends their approach to lower savings by lower costs by way of lower pay wages to their employees. Each corporation has the same goal at the end, which is to generate revenue for stockholders, but the two differ in the approach on what is necessary to accomplish the set task at hand. Costco’s approach to the situation is that if they offer higher living wages upon their workers, that it would generate more productivity and performance from each worker, and at the same time paying those individuals more assures that the living conditions of their employees are very suitable given the consistent increase in the cost of living. At the same time by providing more health benefits to their workforce it validates its commitment to taking care of their employees, the workers see this dedication coming from up top so they perform better and are more dedicated to their job. With more work coming from each individual whom the company brings in, the number of employees is less than their counterparts and competitors in Wal-Mart...
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...merger) is a strategic merger transaction that is accomplished for the purpose of eliminating unwanted minority shareholders. A squeeze out merger can be to eliminate one or more minority shareholders. It is often used after a tender offer. If the tender offeror (the “Acquiror”) becomes a majority shareholder, but does not manage to acquire 100% of the outstanding shares, the Acquiror can use the squeeze out merger to gain 100% control. The structure of a typical squeeze out merger involving the hypothetical Target Company may look something like this: 1. NewCo Is Formed. Acquiror forms a new company, NewCo, and contributes her Target Company shares to NewCo in exchange for 100% of the stock of NewCo. As a result, Acquiror is the sole owner/shareholder of NewCo, and NewCo becomes the majority owner of Target Company. 2. Target is Merged Into NewCo. NewCo then causes the merger of Target Company with and into NewCo, with NewCo as the surviving corporation in the merger. * If NewCo owns at least 90% of Target Company, approval of the merger by the shareholders of NewCo and Target Company will not be required (a so-called “short-form” merger). * If NewCo owns less than 90% of Target Company, approval of the merger by the shareholders of NewCo and Target Company will be required (referred to as a standard or “long-form” merger). As a general rule, approval of a merger by a majority of the votes entitled to be cast. Therefore, the minority shareholder will, by definition...
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...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...
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