Consumption Of Beverages By Children Health And Social Care Essay Free Essays

The ingestion of drinks by kids has changed in the types and measures ( Marshall et.al, 2003 ) , in such a manner that milk and H2O consumptions have decreased and fruit juices and carbonated soft drinks have increased ( Heller et.al, 1999, cited by Sohn et. We will write a custom essay sample on Consumption Of Beverages By Children Health And Social Care Essay or any similar topic only for you Order Now al 2006 ) . This alteration is of the involvement of the public wellness concern because it is may be associated to both general wellness diseases e.g. fleshiness and diabetes ( Marshall, 2003 ) , and unwritten wellness diseases e.g. dental cavities and dental eroding ( Tahmassebi e.t.al, 2006 ) . Sugar ingestion has besides increased in developing states ( Ismail et al. , 1997 ) ; this is besides applied to carbonated soft drinks ingestion in the Sultanate as late reported ( WHO, 2005 ) . However, the effects of these forms of ingestion of soft drinks on dental cavities have non good studied ( Sohn et al, 2006 ) . Furthermore, it is described that the deductions of soft drinks on dental cavities is weak or non existing ( Froshee and Storey, 2004 ) . Main account for this is that fluoride exposure has weakened this relationship ( Karjalainen, 2007 ) . Consequently, some writers concluded that soft drinks are non serious menace to dental cavities, and the schemes to cut down dental cavities should be based on good unwritten hygiene and the usage of fluoridated toothpastes ( Froshee and Storey, 2004 ) . Although dental cavities is worsening in developed states, the state of affairs is non the same in developing states ( Moynihan and Petersen, 2004 ) . Sultanate of Oman is a underdeveloped state, and the three national studies of the prevalence of dental cavities in schoolchildren in Oman are in consistent with this construct ( Alismaily et al. 1996 ; Alisamaily e.t.al, 1997, Alismaily et al, 2004 ) . And the prevalence is expected to increase in this state ( MOH, 2010 ) . The school preventative unwritten wellness programme didn A ; acirc ; ˆâ„ ¢t discourse the issue of high ingestion of carbonated soft drinks to increase the consciousness among the wellness attention workers in the school particularly the dental squad and the pupils. This is besides applied to the dietetic guidelines in Oman, although they recognised the issue of carbonated soft drinks but there are no guidelines to understate the effects of these drinks other than urging cut downing the ingestion of sugary drinks. Against this background to develop unwritten wellness publicity programmes to cut down dental cavities prevalence in this group of the population and related to soft drinks ingestion should be based on grounds based relationship between dental cavities and the ingestion of soft drinks. soft drinks and public wellness The addition in the ingestion of soft drinks raises the concern of public wellness as it may be related to both general wellness e.g. fleshiness, and unwritten wellness e.g. dental cavities and dental eroding. 1.1.1soft drinks and fleshiness The rate of fleshiness is associated with overconsumption of soft drinks ( Marshall et al, 2003 ) . This is because of the addition in energy consumption which is related to soft drink ingestion ( Guthrie and Morton, 2001cited by Shenkin et al. , 2002 ) . Obesity is a chief public wellness involvement as it is linked to chronic disease e.g. cardiovascular diseases and diabetes type2, which are historically associated to old age but now are being seen often in kids and stripling ( Shenkin et al. , 2002 ) . 1.1.2. Soft drinks and dental eroding Dental eroding is the loss of the difficult tissue of the tooth without engagement of bacteriums ( Barbour et al. , 2008 ) . The demineralization of enamel occurs when the PH falls below the critical value 5.5, thereby a drink or a nutrient of PH lower than 5.5 may do eroding ( Moynihan and Petersen, 2004 ) . There is grounds of prevalence increasing of dental eroding in industerlised states, and this is related to increase in tendency of acidic drinks ingestion ( Moynihan and Petersen, 2004 ) . 1.1.3 Soft drinks and dental cavities Dental cavities is the loss of tooth tissue mediated by bacteriums. It is a multifatorial disease, where the bacterium in unwritten pit ( streptococcus Mutans ) ferments the saccharides ( sucrose and fructose ) this produces acid which lowers unwritten PH below 5.5 and demineralises the tooth construction ( Marshall et al. , 2002 ) . Soft drinks are rendered cariogenic because they contain high sum of saccharose and fruit sugar, there are 10 spoons of these sugars in one 12 ounce can of sugary sodium carbonate ( Shenkin et al. , 2002 ) . Another factor is its acidogenicity, most of these merchandises have PH below the threshold degree of 5.5, their PH in the scope of 2.5-3.5 ( Milosevic, 1997 cited by Shenkin et al. , 2002 ) , and this may do dental cavities and dental eroding ( Shenkin et al. , 2002 ) . Although sugar is an aetiologic factor of dental cavities but the extent of its consequence is besides determined by other factors these are ; frequence and sum of consumption, exposure to fluoride either locally e.g. toothpaste, or consistently by H2O fluoridization, and besides the degree of bacteriums ( Shenkin et al. , 2002 ) . In a systematic reappraisal by Burt and Pai to measure the association between sugar ingestion and cavities risk they found that two surveies out of 36 have strong relation between these two factors whereas the remainder either moderate or no association ( Burt and Pai, 2001 ) . And sing the association between soft drinks ingestion and dental cavities there is incompatibility in the consequences and the relation is less recognized ( Marshall, 2003 ) . This led some writers to urge that the scheme of dental cavities bar should be based on bettering unwritten hygiene than sugar limitation ( Gibson and Williams, 1999 ; Froshee and Storey, 2004 ) . The tendency of Soft drink ingestion in developed states and in Oman In USA there is an addition in the ingestion of soft drinks in schools in the last 30 old ages and there is a diminution in dairy ingestion ( Shenkin et al. , 2002 ) . A scope of 56 % -85 % of schoolchildren consume 1 soft drink daily at least ( commission on School Health, 2004 ) . In Oman the tendency of Soft drink ingestion is besides increasing. International Marketing Economic Service ( IMES ) reported that the ingestion of soft drinks in Oman has increased between 2001 and 2005, in 2005 the market was around US $ 87 million, and the most popular carbonated soft drink was Mountain Dew ( IMES Consulting, 2006 ) . Among school age kids, it was identified by Global School Survey ( GSHS ) in 2004 that 33.4 % of the Omani pupils drink carbonated soft drinks which are specifically Coke, Pepsi, and Mountain Dew two or more times per a twenty-four hours in the last 30 yearss. Actually this was one of the most alarming behaviours found in this questionnaire, and it recommended the execution of national scheme to better the school community A ; acirc ; ˆâ„ ¢s wellness ( WHO, 2005 ) . 2001 2002 2003 2004 2005 Entire ingestion 341.5 340.1 360.6 385.2 424.6 Volume growing 9.0 % -0.4 % 6.0 % 6.8 % 10.2 % Table1. Trend of soft drink ingestion in Oman. Source ( IMES, 2006 ) . The belongingss of carbonated soft drinks in Oman In a survey done by me in 2000 as an undergraduate pupil in the signifier of Summer Project the belongingss of common drinks in two metropoliss from two states ; Cork metropolis in Republic of Ireland and Jalaan metropolis in Sultanate of Oman related to dental wellness are analysed, and these are the PH and fluoride content ( DOHC, non mentioned ) . The PH and the fluoride content of the common carbonated soft drinks in jalaan metropolis from Oman are summarised in table2. Carbonated soft drinks Fluoride ( ppm ) pH Everves Club Soda 0.38 4.97 Royal Strawberry 0.49 3.36 Fairy 0.01 2.85 Kaliber 0.37 4.20 Miranda Apple 0.22 2.98 RC Cola 0.32 2.61 7 up 0.20 3.10 Fanta Orange 0.01 3.29 Miranda Orange 0.44 2.90 Coca Cola 0.01 2.77 Mountain Dew 0.27 2.55 Table.2. PH and fluoride degree of carbonated soft drinks in Jalaan metropolis ( beginning DOHC ) We can see these samples are representative of the hall state as there are merely three local manufacturers and one importer of carbonates in Oman and each manufacturer is for different trade names e.g. Cola and Pepsi trade names ( IMES confer withing, 2006 ) . The mean PH for the carbonated soft drinks was 3.23 which is below the critical value 5.5 as we mentioned earlier which render these drinks as potentially cariogenic and erosive. The mean fluoride degree was 0.25 ppm ; this is below the populace fluoridated H2O in Oman which is 0.5ppm ( Alismaily et al, 2004 ) . Unfortunately there is no information sing the ingestion of bottled H2O in schoolchildren, and if the form that carbonated soft drinks is replacing the usage of bottled H2O so the exposure to fluoride is less than the optimum preventative degree and this will increase the prevalence of dental cavities. The tendency of dental cavities Although there is an addition in the ingestion of soft drinks in developed states the prevalence of dental cavities is worsening in the last 30 old ages in these states, and it is increasing in developing states ( Moynihan and Petersen, 2004 ) . This is attributed to the exposure of fluoride ( Karjalainen, 2007 ) . The tendency of dental cavities in Oman There were three national studies conducted in Oman to find the prevalence of dental cavities in three group school kids. The prevalence was 84.5 % in 6 old ages old kids ( Alisamaily e.t.al, 1997 ) , and it was 58 % in 12 old ages kids ( Alismaily e.t.al, 1996 ) . When the same cohort was examined three old ages subsequently the prevalence increased to 69 % ( Alismaily et al, 2004 ) . The Mean DMFT has risen from 1.5 to 3.2, and those who were cavities free fallen from 42 % to 27 % ( Alismaily et al, 2004 ) .Actually these figures are alarming if we put in our head that about 35.3 % of the Omani population are under 15 old ages of age ( MOH, 2008 ) so the prevalence of dental cavities is high in the tierce of the population. These studies besides expect the prevalence is on the rise ( MOH, 2010 ) . And since the 2nd study there was a call for the development of preventative unwritten wellness plan ( Alisamaily e.t.al, 1997 ) . Although the tendency of the prevalence of dental cavities can be recognized in these three studies, the determiners of dental cavities in these age groups e.g. the dietetic wonts of sugar consumption are non determined yet there is an addition of ingestion of carbonated soft drinks. These factors are of import to develop a preventative scheme for dental cavities. The consequence of dental cavities on quality of life One of the most common chronic diseases in kids is dental cavities and it can impact school attending ( Marshall et al, 2003 ) . In all over the universe, kids with dental cavities might acquire apprehensiveness from others because of their visual aspect, anxiousness and hurting, malnutrition because eating diet with low fruit, and early loss of the tooth ( Moynihan and Petersen, 2004 ) . For these grounds it is of import to cut down the prevalence of dental diseases in Oman as it is besides a preventable disease. The current dietetic guidelines in Oman sing dental cavities and soft drinks The hazard factors presented in the dietetic guidelines which are associated with dental cavities are the sum and frequence of free sugar consumption and undernutrition, and those which are associated with cut downing dental cavities are fluoride exposure, difficult cheese and masticating gum ( MOH, non mentioned ) . Actually these factors are taken from WHO study of Diet, Nutrition and Prevention of Chronic diseases on 2003 ( WHO,2003 ) , nevertheless carbonated soft drinks are non specifically associated with dental cavities in the guideline nor even the best ways to cut down its effects have been discussed ( MOH, non mentioned ) . Furthermore the Manual Guidelines for Preventive School Oral Health Programme which was developed in 2005 in Oman didn A ; acirc ; ˆâ„ ¢t discourse the issue of soft drinks and its impact on dental wellness, and this including besides the unwritten wellness instruction programme in schools ( MOH, 2005 ) . The purpose Review the association between the ingestion of carbonated soft drinks and dental cavities experience among schoolchildren. Develop unwritten wellness recommendations related to soft drinks ingestion for kids ( in schools ) in Sultanate of Oman. The aims Conduct a literature reappraisal to measure the relationship between ingestion of carbonated soft drinks and dental cavities experience among schoolchildren. And finding the factors that minimise or cut down the cariogenic consequence of carbonated soft drinks. Review the grounds base on the bing wellness publicity recommendations for carbonated soft drink ingestion among schoolchildren. Make recommendations for the ingestion of soft drinks by schoolchildren in Oman. How to cite Consumption Of Beverages By Children Health And Social Care Essay, Essay examples

Law of Agency for Fiduciary Relationship- myassignmenthelp.com

Question: Discuss about theLaw of Agency for Fiduciary Relationship. Answer: Law of Agency is a special kind of contract where the agreement between principal and agent are legally binding. In an agency agreement, the principal is the primary authority who confers powers on the agent to make contracts on his behalf with a third party (Beaupert, Steele Gooding, 2017) . In general cases of contract, there is an agreement which is a pre-requisite for entering into a contract but in cases of agency, there might be an exception of an absence of an agreement. Agency contracts are lawful even when there is no lawful agreement between the parties. Again, in cases of general contract, there is a consideration without which contracts are void ab initio but in cases of agency, there is no requirement of consideration and agency contracts can be non-gratuitous, that is, without any consideration. A contract should have a minimum of two parties but since agency contract is a special kind of contract, it has three parties-the principal, the agent and the third party. Thou gh the agent works under the authority of the principal, in cases of any liability, it always arises between the principal and the third party and never between the agent and the third party. Undisclosed principle is the when a relationship exists between the principal and the third party even when the agent has not disclosed the relationship of agency that exists between the agent and the principal (Garcia, Rodriguez Fdez, 2015). Doctrine of election happens when the third party has the right to choose from whom to demand performance. Siu Yin Kwan v Eastern Insurance Co Ltd[1994] 2 AC 199 ahs laid down the principle that when the third party believes that the agent is acting on his behalf and based on a particular skill has demanded a particular job, the third party will demand that performance from the agent and not the principal. Under the Law of Agency, the duty of the agent is to follow the principals directors and strictly adhere to them. In cases of breach of fiduciary relationship by the agent, he is liable to the principal because it is his duty to act in good faith and exercise skill and judgment, as has been laid down in the case of Watteau v Fernwick. Therefore, the duty of the agent is to strictly adhere to the instructions of the principal. Ostensible authority is when by implied conduct of the party, the 3rd party is made to believe that there exists a relationship of agency between the agent and the principal and the agent is working under the authority of the principal. Freeman Lockyer v Buckhurst Park Properties[1964] 1 All ER 630, it was held that when the 3rd aprty believes that agent has an authority to deal with him, the principal is stopped from denying his authority. Ostensible authority is an exception to the termination clause of agency. It was also held that, the key to fixing liabili ty to the principal is to see if the principal has done anything that gave the 3rd party the notion that the agent was acting under the authority of the principal. Application Under the laws of agency, Terrence is the principal and Sara is the agent who works under his authority. Applying the rule of Undisclosed principle, Sara did not notify Gabby that she was working under the authority of Terrence and had taken the order. Gabby was unaware of the agency relationship that was existing between Terrence and Sara. Gabby has the power to elect who will perform the duty in the present case (Stout Blair, 2017). Terrence instructs Peter to buy silver and not gold but Peter does not fulfil his fiduciary duties that exist under agency law and breaches the contract. Unhappy with the defiance of Peter, Terrence fires him but keeps his business email active from where Peter makes a deal with Gordon. Applying the rule of ostensible authority, Gordon thought that Peter was still an agent of Terrence and that he was dealing with Terrence. Conclusion Gabby can elect who she wants to design the elephant brooch for her and Sara has not breached any contract. Peter is bound by fiduciary relation to follow the instructions of Terrence and there he is liable for breach of contract. Terrence has to pay Gordon because by keeping the business email of Peter active, he has given the impression to Gordon that the agency relationship between Terrence and Peter exists and that Gordon is dealing with Peter. Issue The present case deals with the laws of company incorporation and business ethics. The concerned parties are the shareholders of a company and the issue is whether the failure to pay an amount of 2000000 will lead to a breach of contract. Another issue pursuant to the present case is regarding the Commonwealth legislations authorities regarding cancelling the application of license for explosives manufacturing. Law Initially, when the commonwealth had the power to legislate in matters regarding to companies by virtue of section 51(xx) of the Constitution, it only had jurisdiction of New South Wales and the power only was limited to the incorporation in New South Wales and not the whole of Australia (Hannigan, 2015). Australia follows common law principles and the laws of the United Kingdom and therefore the laws followed are those of the United Kingdom. The Commonwealth is enabled to make laws under the Corporations Act, 2001 and that there is a national Companies Act that governs all business laws in Australia. All corporations in Australia are regulated by the Australian Securities and Investments (Commission) and the ASIC is governed by the Australian Securities and Investments Commission Act 1989. The ASIC has various roles to play and it acts as the guardian of the company protecting the rights of the shareholders, directors and investors (Coffee, Sale Henderson , 2015). The ASIC has both criminal and civil jurisdictions and also has the power to fix damages in cases of breach of contract. the ASIC can attach pecuniary penalty in cases of a company breaching the principles of the Corporations Act. Under S. 1311, if a company fails to do anything which a company should do in the regular course of its business, penalty is attached for breach. The penalty is imposed by the company under section 1317 of the Corporations Act. In cases of contravention of the principles of the company as under Section 1317L, the company can recover the same by compensation through the provisions of section 1317G. A company can be made liable as a natural person under the Corporations Act after its incorporations (McQueen, 2016). 50 of the ASIC Act help to protect the rights of the shareholders and acts as a shield against malfeasant directors. Corporate veil as a concept applies when a company under the veil of a company acts in unlawful ways. In the case of Solomon v Solomon Co Ltd[1897] AC 22, it was held that the company was separate from its shareholders and that in case a company intends to defraud, the company will be held liable (Chen, Ramsay Welsh, 2016). The Commonwealth legislation gives power to the ASIC to reject the application for license of any company if it has any criminal record. In case, the director or the shareholder of the company has any conviction record, the Corporations Act, 2001 has enough power to cancel the license. By virtue of section 206B of the Corporations Act, license shall not be granted to a company that has a past criminal record. Criminal record in the past will lead to automatic disqualification. Application In the current case, the facts point towards a breach of contract by Roger, who owns 92 shares in his company and is the owner of the same. By way of written agreement, a contract was signed between United Chemicals Ltd and Industrial Machines by way of which it was agreed that an amount of $6000000 will be paid in three instalments in three consecutive years, that is 2015, 2016 and 2017. Owing to the downfall in the business Roger, could not pay the last instalment and as a result he was sued. A contract was entered into between the parties and there has been a breach of that agreement due to the failure to pay the sum. A contract is binding and in cases of failure to pay, the director has to pay damages. A shareholder shall exercise due diligence while exercising his duties and in cases of grave breach, he shall be made liable. The Commonwealth legislations state that anyone with criminal record shall not be given a license for manufacture of explosives. Roger was convicted of theft in the year 2005 and has a criminal conviction report and therefore he was not allowed by the Commonwealth Department of Industry to set up the explosives factory. A high degree of care and duty is put on the ASIC to ensure the safety of the workers and the prime reason behind not granting license to explosive manufacturing factories because the ASIC is duty bound to ensure that the workers and the citizens are safe. In this case, Roger having a criminal record has not been allowed to set up the factory as he was convicted in the year 2005. Under the powers of the Parliament, the ASIC has huge powers to ensure that a company does not indulge in nefarious activities. In case of a company trying to breach the conditions as laid down in the Corporations Act, the ASIC can attach criminal liabilities and fix liabilities for damages. Therefore, combining the two activities of Roger, it can be said that the ASIC has the power to exercise its powers to ensure the rights of the debtors against the unlawful activities of the shareholders. In case of breach of contract, the ASIC can fix liabilities and attach pecuniary relief to the affected debtors. The ASIC under the commonwealth laws have powers to give license to a company as well as cancel applications for license in cases there is a previous mandate that prohibits a company from being incorporated. Conclusion Roger has breached the written contract and therefore is liable for breach of contract. Roger has failed to make the payment of $2000000 and is therefore liable to the debtors. Owing to the Commonwealth legislations, Department of Industry is justified in rejecting the License for the manufacture of explosives. References Beaupert, F., Steele, L., Gooding, P. (2017). Introduction to disability, rights and law reform in Australia: Pushing beyond legal futures.Law in Context,35(2), 1. Chen, V., Ramsay, I., Welsh, M. (2016). Corporate law reform in Australia: An analysis of the influence of ownership structures and corporate failure. Coffee Jr, J. C., Sale, H., Henderson, M. T. (2015). Securities regulation: Cases and materials. Garca, J. A., Rodriguez?Snchez, R., Fdez?Valdivia, J. (2015). The principal?agent problem in peer review.Journal of the Association for Information Science and Technology,66(2), 297-308. Hannigan, B. (2015).Company law. Oxford University Press, USA. Hanson, T. (2016). AUSTRALIA MUST RESPOND TO CHINA'S'LITTLE GREEN FISHERMEN'. Ausmarine, 38(7), 23. McQueen, R. (2016).A Social History of Company Law: Great Britain and the Australian Colonies 18541920. Routledge. Stout, L. A., Blair, M. M. (2017). A team production theory of corporate law. InCorporate Governance(pp. 169-250). Gower.

7 main approaches in psychology free essay sample

*Many psychologists may believe that each perspective has valid explanations depending on the specific situation, and this point of view is called eclectic. This term refers to the claim that no one perspective has all the answers to the variety of human thought and behavior. Psychologists tend to use various perspectives in their work depending on which point of view fits best with the explanation. Approach Its Influential Period Principle Contributors Subject Matter Basic Premise Humanistic (1950s-Present) Carl Rogers-Person-centered therapy and unconditional positive regard Abraham Maslow-Hierarchy of Needs and Self-Actualization Unique aspects of human experience Belief that we choose most of our behaviors and these choices are guided by physiological, emotional or spiritual needs. Humans are free, rational beings with the potential for personal growth, and they are fundamentally different from animals. Psychoanalytic/Psychodynamic (1900-Present) Sigmund Freud-Personality and States of Consciousness Carl Jung-the most important and lifelong task imposed upon any person is fulfillment through the process of individuation, achievement of harmony of conscious and unconscious, which makes a person one and whole Alfred Adler-Individual Psychology, a term which is sometimes misunderstood. We will write a custom essay sample on 7 main approaches in psychology or any similar topic specifically for you Do Not WasteYour Time HIRE WRITER Only 13.90 / page It refers to the indivisibility of the personality in its psychological structure. Unconscious determinants of behavior Belief that the unconscious minda part of our mind that we do not have conscious control over or access tocontrols much of our thought and action. Unconscious motives and experiences in early childhood govern personality and mental disorders. Biopsychology/Neuroscience (1950s-Present) James Olds-the reward system in the brain Roger Sperry-showed that if the two hemispheres of the brain are separated by severing the corpus callosum (the large band of fibers that connects them), the transfer of information between the hemispheres ceases, and the coexistence in the same individual of two functionally different brains can be demonstrated. George Miller-The Magical Number Seven, Plus or Minus Two: Some Limits on our Capacity for Processing Information Physiological bases of behavior in humans and animals An organism’s functioning can be explained in terms of the bodily structures and biochemical processes that underlie behavior. How the body and brain enable emotions, memories, and sensory experiences Evolutionary/Darwinian (Also called sociobiologists) (1980s-Present) David Buss-His primary interests include the evolutionary psychology of human mating strategies; conflict between the sexes; prestige, status, and social reputation; the emotion of jealousy; homicide; anti-homicide defenses; and stalking. Charles Darwin-the Origin of Species in 1850. Evolutionary bases of behavior in humans and animals. Examines human thought and behavior in terms of natural selection. Behavior patterns have evolved to solve adaptive problems; natural selection favors behaviors that enhance reproductive success. Behavioral (1913-Present) John B. Watson-Father of Behaviorism Baby Albert Experiment Ivan Pavlov-Classical Conditioning with dogs and salivation B.F. Skinner-Operant Conditioning and invented the Skinner Box Effects of environment on the overt behavior of human and animals. Explain human thought and behavior in terms of conditioning and look strictly at observable behaviors and what reaction organisms get in response to specific behaviors. Belief that only observable events (stimulus response relationships) can be studied scientifically. Cognitive (1950s-Present) Jean Piaget-Stage Theory of Cognitive Development Noam Chomsky-Theorized the critical-period for language acquisition Herbert Simon-one of the founding fathers of modern research in artificial intelligence Ulric Neisser-focused on pattern recognition, visual search, brief information processing, and memory. Thoughts; mental process Examine human thought and behavior in terms of how we interpret, process, and remember environmental events. The rules that we use to view the world are important to understanding why we think and behave the way we do. Overall, human behavior cannot be fully understood without examining how people acquire, store, and process information. Sociocultural (Social-Cultural) (-Present) Vygotsky-argues that a childs development cannot be understood by a study of the individual. We must also examine the external social world in which that individual life has developed. Effects of social and cultural issues on behavior Looks at how our thoughts and behaviors vary from people living in other cultures. Emphasizes the influence culture has on the way we think and act.

Abortion Pro

Abortion Pro At present it is evident that the topic that elicits endless and hot debates is the topic of abortion. As a result there are two groups, pro-choice movement and pro-life movement supporting and opposing abortion respectively. Although there are various definitions for abortion, I will define abortion as a safe medical procedure aimed at early termination of pregnancy (Thomson 6).Advertising We will write a custom essay sample on Abortion: Pro-choice and Pro-life Movement specifically for you for only $16.05 $11/page Learn More Statistics show that more and more women are carrying out abortion; in those countries where it is not legalized, women are forced to hide the fact of abortion (Boonin 92). They are compelled to do it in hospitals that do not have qualified personnel and necessary equipment. This ultimately results in serious health complications. Based on the arguments of Mills who brought forth the concept of utilitarianism and greatest good for the greatest number of people, abortion should be considered to be right in certain circumstances. For instance, if a woman from a given community is raped and gets pregnant, it is worth noting that the woman and the unborn child will be called names and scolded; this ultimately depicts a bad picture of that society (Boonin 34). Since there is no one who wishes to be called bad names, it would be rational to support abortion in this case since it will bring happiness not only to the woman but also the entire community. It has been shown that women who get pregnant from illegal acts such as rape, incest more often than not undergo serious psychological harm as compared to their victims particularly when they continue carrying the pregnancy and later in life when the child is born (Thomson 17). The question arises whether a woman should give birth when indeed she is living in extreme poverty. In my humble opinion, a decision to medically terminate the pregnancy is a lesser evil compared t o bringing the child into this world where he or she will not be provided with enough food, clothing, education, parental care and medical care. This can be exemplified by the happening in developing countries where there is increasing number of street children and street families. This could not be the case if these women had an option of legally terminating the pregnancy (Thomson 22). On the same line of reasoning, ethics and laws of the land advocate for personal freedom and privacy. This is where an individual is allowed to decide the course of his or her life. This is very important in terms of human civil rights. For this reason a pregnant woman is the one who knows what is happening in her body. If she concludes that she is not capable of bearing the stresses associated with pregnancy, then she needs to have a choice of either carrying the pregnancy or terminating it. When the law does not allow her to procure an abortion this amounts to serious violation of her right to basi c freedom (Boonin 23).Advertising Looking for essay on health medicine? Let's see if we can help you! Get your first paper with 15% OFF Learn More As suggested by Thomson 12 another scenario is when doctors have shown that the unborn child is suffering from serious health complications and he or she will not lead a normal life. In this situation, it would amount to subjecting the mother and family to serious financial burden as well as stress in paying medical bills for the rest of the child’s life. In my view, it would be better to terminate such a pregnancy. Abortion should be legalized since there is increased a number of unsafe abortion which put the lives of women in danger. Boonin, David. 2003. A Defense of Abortion. Cambridge: Cambridge University Press, 2003. Print. Thomson, Jarvis. A Defense of Abortion. Philosophy and Public Affairs, 1.1 (1971): 47-66. Print.

Financial Markets and Risk Essay Example | Topics and Well Written Essays - 1000 words

Financial Markets and Risk - Essay Example The long term savings and investment products offered by banks and NBFI’s are mostly life assurance, pensions and other investment products such as fixed deposits with a long term maturity. Fixed deposits are time deposits which give a higher interest rate than the normal demand deposits. Pension products are aimed at meeting the retirement needs of investors wherein a lump sum amount is given to the investor which is accrued over the years. Investing in bonds (government and corporate) is another option where there is more safety even though the returns may be comparatively less. Some banks and many NBFI’s provide platform to invest in mutual funds also. II. Implications for individual savers and investors of a significant increase in the general interest rates. The most visible effect due to the increase in interest rates is on the loans borrowed and deposits made by individuals. An increase in interest rate means increase in the repo rates of banks. This will result in an increase in the mortgage loans’ interest as well as other loans and debts like credit card debt. The increase in interest rate on loans will force the individuals who already borrowed the loans to pay more on the interest and this will lead to fewer savings. Those who had plans to borrow loan will postpone the same in order to be relieved of the extra burden of higher interest repayment. Another aspect is with the timing preference of making deposit. Since the interest rate is high, the return on investment from banks in the form of deposits will also be high which will prompt the individuals to make more investments out of their savings. Exchange rate changes can also be an effect of interest rate change. When the interest rate increases, there will be more inflow of foreign money in the form of FIIs. This will lead to an increase in the value of the domestic currency. The implications are that, the individuals who invested in foreign currency will see their value of i nvestment come down in terms of domestic currency due to the decrease in value of the foreign currency, other factors remaining the same. Also this will make imported goods relatively cheaper to the domestic buyers which in turn force the domestic producers to reduce their products’ price which means more savings for the individual. Rise in interest rates will also affect stock and securities like bonds. When interest rate rises, the price of existing bond falls. This is because investors can get higher rates on newly issued bonds. A rising interest rate may affect the stock market also because 1) investors will turn to buy bonds as they give better yield, 2) investors need to pay more to borrow money and spend them, which will lead to a slump in the growth of many companies which produce consumer goods. III. Risks to commercial banks of a significant rise in general interest rates. All banks face interest rate risks. Changes in interest rate can reduce a bank’s earnin gs and lower its net worth. Interest rate risk is defined as the volatility in earnings or the value of a financial institution owing to unexpected changes in interest rates. â€Å"The chief source of interest rate risk is the mismatched re-pricing of a financial intermediary’s assets and liabilities.†

Marketing communications proposal for P&O Ferries Essay

Marketing communications proposal for P&O Ferries - Essay Example P & O Ferries is a company that focuses its interests on customer comfort. One can rely on this firm for all their travelling and all vacation needs. This is because they understand how significant a holiday is to the customer. It has stable brands that are quite effective that would not fail their customers. Finally, they are capable of providing family holidays valuably. The organisation is also flexible, they use different routes and go to different destinations; their goods and services are worthy trusting in. It is necessary to take a ferry trip for holiday, relaxation, shopping, refreshments and also partying (Hackley 2005). Nowadays there have been many interruptions in air transport, increased insecurity, discomfort, inconveniences and many other problems. This is the reason why ferries have been introduced for convenience and cheap transport to ones destination. The main challenge though is dealing with the negative views people have on ferries. People have the belief that f erries are slow, uncomfortable and are more risky incase breakdowns in the middle of the ocean. P & O Ferries caters for ones travelling, vacations and holiday needs by providing efficient transport facilities that are reliable and customer friendly. As a company, it understands the importance of holiday to its customers, providing its customers with value for their money and it is a stable brand which is reliable (Hackley 2005). The main objectives of the report will be to develop a tourist creative idea aiming at non-ferry users to increase their awareness about P&O Ferries as an effective and credible alternative method of travel which is less costly than the air travel. This will encourage many more people to opt to use ferries when travelling instead of using other costly means. The target audience will include non-ferry customers in Europe taking into account that Europeans travel mostly during spring and summer. To add to that our target will also include customers who want to take their cars with them when travelling. This is because ferries allow one to travel with the car as they are huge enough to accommodate cars and do not charge exorbitantly. Our target audience would also include customers who have become fed up with the inconveniences by air transport and also the restriction of bags and other luggage (Fill 2006). There will be no restriction on the amount of personal luggage one would want to travel with as long as they can afford to pay the fee. The company's other target audience will include people who take holiday travel as being too expensive. A ferry provides a very cost efficient and effective alternative. Finally, the target audience would include customers who seek security, trustworthiness and established ferries. The competition will i nclude other ferries and the cheaply charging flights (Smith & Taylor 2000). About tools, media, recommendations and justification, we are going to use different marketing strategies to sell our idea to our target audiences and esteemed customers. The strategies will include among others, advertising where the organization will go to the media and buy a space for a publication of their products and services; the more the space taken,

Concepts of Mergers and Acquisitions

Concepts of Mergers and Acquisitions MA CONCEPTS Introduction â€Å"The phrase Mergers and Acquisitions refers to the aspect of corporate strategy, corporate finance and management dealing with the buying and 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† The above sums up in a nutshell the concept of mergers and acquisitions. There are multiple reasons for companies to get into MA activity whether to expand into a new market or geography, to gain market share in a current market, to overcome competition or for regulatory reasons as some governments make a tie up mandatory to operate in their local economy. However it is essential to mention that in the current economic scenario MA has become an essential tool for companies to expand and grow, as successful MA strategy can be a differentiating factor for successful organization. The words and Mergers and Acquisitions are quite often used interchangeably in the current corporate world and hence can be seen in the project as well. Here is an attempt to list out some salient features which differentiate between the terms Mergers and Acquisitions. Merger A Merger can be descried as a combination of two companies into one larger company; such activities are normally voluntary in nature and involve a stock swap or cash payment to the target organization. Stock swaps allow the shareholders of both companies to share the risk involved in the deal. A merger normally results in a new company with a new brand and a new company name being created. Oxford Dictionary of Business defines mergers as â€Å"A combination of two or more businesses on an equal footing that results in the creation of a new reporting entity formed from the combining businesses. The shareholders of the combining entities mutually share the risks and rewards of the new entity and no one party to the merger obtains control over another. Acquisition Acquisitions or takeover are different from Mergers. In the case of an acquisition a company unilaterally relinquishes its independence and adopts to the acquiring firms plans. As a legal point of view the target company ceases to exist as the buyer â€Å"swallows† the business. Acquisitions have the following characteristics They are a part of a well-considered company development plan It is a unilateral process Top management structure will have fewer problems Contractual regulations are simpler Time taken for an acquisition is normally shorter than a merger. However it is essential to mention here that whether a purchase is to be considered as merger or an acquisition actually depends on the whether the purchase is friendly or hostile or in the manner it is announced. The real difference hence lies in the way it is communicated and the way it is received by the shareholders, directors and employees of the target company. History of MA Mergers and Acquisition movements were normally defined and associated with the behavior of US organizations. Various authors have tried to classify the merger movements into wave. The most prominent was Weston who in 1953 described three major periods of merger movements while studying the US business behavior. Merger waves are a very generic way to describe the predominant strategy that was being adopted by organizations in that era. This has been interpreted by the different authors in different ways depending on how they have perceived by them. However it would be wrong to consider that all organizations followed the same strategy as described in the various. The start or the first wave of the Merger movement is said to be have been post the Sherman Act in 1890. Prior to 1890 there was a predominance of the polypoly market structure, this was reduced post 1890 and partial monopolies started increasing. The economic history has been divided into Merger Waves based on the merger activities in the business world as: Period Name Facet 1889 1904 First Wave Horizontal mergers 1916 1929 Second Wave Vertical mergers 1965 1989 Third Wave Diversified conglomerate mergers 1992 1998 Fourth Wave Hostile takeovers; Corporate Raiding 2000 Fifth Wave Cross-border mergers The Great Merger Movement was primarily a US business phenomenon from 1895 to 1905. It is said that during this time 1800 of small firms disappeared into consolidations with similar firms to form large, powerful institutions that dominated their markets. The relaxation of corporate laws in the United States helped the mergers, transportation and communication networks were developed which helped achieved economies of size. The second wave (1916 to 1929) saw even greater activity in mergers. The motive behind these mergers was vertical integrations. Organizations tried to achieve technical gains and to avoid their dependence on other firms for raw materials. The third wave saw the large conglomerates looking at diversification in the 60s. the process actually reached its zenith during the merge wave and was carried to its logical extreme by the conglomerate firms that rose to prominence during that time. The fourth wave in 90s saw increase in hostile takeovers and corporate raiding by the large firms. This was a wave during which vulnerable companies were grabbed up by the larger firms. The fifth wave has been categorized as starting from the year 2000 onwards and has seen a trend of increase in Cross border acquisitions. The rise of globalization has seen increased the market for cross border MA. This rapid increase has taken many MA firms by surprise as most of them never used to consider this due to the complexity involved in cross border MA. The success of these acquisitions was also limited and we saw a vast majority of them failing. Even then in 1997 alone there were over 2300 cross border acquisition worth a total of approximately $298 Million. Source: Boston Consulting Group Research Report â€Å" The Brave New World of MA-How to Create value from MA†, July 2007 Types of Mergers and Acquisitions There are various types of mergers and acquisitions depending on the type of the business structure. The classification can be based on the type of companies merging or by the way the MA deal is being financed. Here is some type of mergers on the basis of the relationship between the two companies that are merging: Horizontal Merger- This type or a merger is between two companies that share the same product line and markets and are in direct competition with each other Vertical Merger This is between a customer and company of between a supplier and a company Market Extension Merger This between two companies that sell the same products in different geographies or markets Product Extension Merger This is between two companies that are selling different but related products in the same market. Circular Merger A circular merger is very similar to a product extension merger however in this case the products being sold are completely unrelated. The merger brings in benefits by utilizing the same channels for marketing these unrelated products, allowing shared dealerships. An example of this kind of a merger is of McLeod Russel (A Team company) with Eveready Industries ( A batteries company) in 1997. McLeod Russel however was de-merged from Eveready in 2005. Conglomeration This type of a merger is between two companies that have no common business areas. Mergers can also be classified depending on how the merger is being financed as described below Purchase Mergers This kind of a merger occurs when a company purchases another. The purchase is made through cash or through the issue of a debt instrument. Consolidation Mergers In this type of a merger a new company is formed and both the companies are bought and combined under the new entity. Type of acquisitions can be described as below Amalgamation In this type of an acquisition a new corporation is created by uniting the companies voluntarily. Acquisition/Takeover In this form one company acquires another companies total or controlling interest. The acquired company either operates as a subsidiary or can be liquidated completely. Sale of Assets A company can sell off all its assets to another and cease to exist. Holding Company Acquisition This involves the acquisition of either the total or majority of a firms stock by a company. The purpose of this form is mainly to gain management control of other companies Reverse Merger In this form of an acquisition a private company with strong prospects buys a publicly listed shell company, usually one with no business or limited assets. This helps the private company to get publicly listed in a short span of time. All mergers though have one common goal and that is to create a synergy between two companies which makes the value of the combined companies to be greater than the sum of the two companies MA Process MA process can be laid down in 3 basic phases First Phase Start with an Offer The acquiring firm once decides that they want to do a merger of acquisition, they start with an offer. The acquiring company starts working with financial advisors and investment bankers to initiate contact with the target company. The acquiring must have a strategy for a merger programme, formulated by company management and approved by the director and majority stockholders. The acquiring company also at this point does a soft due diligence with the help of publicly available data and financial advisors. The purpose of this is to arrive at an overall price that the acquiring company is willing to pay for its target in cash, shares or both. Second Phase Targets Response Once the offer has been made the target company can do one of several things mentioned below Accept the offer If the target companies top management and shareholders are happy with the offer they can simply accept the offer and go ahead with the deal. Attempt to Negotiate   If the target company management and shareholders are not satisfied with the offer they might try and work out more agreeable terms with the acquiring company. Since a lot is stake for the management of the target i.e. their jobs in particular, they might want to work out better deal to keep their jobs or leave with a big compensations package. Target companies which are highly sought after with multiple bidders would obviously have a better chance of negotiating a sweeter deal. Even manager who are crucial to the operation of an organization have a better chance of success into negotiating a good deal for them. Execute a Poison Pill or similar Hostile Takeover Defense A poison pill can be initiated by a target company if it observers a potential hostile suitor acquiring a predetermined percentage of Target company stock. To execute its defense, the target company grants all shareholders except the acquiring company options to buy additional stock at a dramatic discount. This dilutes the acquiring companys share and thwarts the potential hostile takeover attempt.  · Find a White Knight In this alternative a target company seeks out a friendlier company as a potential acquiring company. The friendlier company would offer an equal or higher price with better terms as compared to a hostile takeover bid. Third Phase or Closing the Deal Once the target company accepts the offer and all the regulatory requirements are met then the deal would be executed. The acquiring company will them pay for the target companies shares with cash, stock or both. A cash-for-stock transaction is fairly straightforward: target company shareholders receive a cash payment for each share purchased. When a company is purchased with stock, new shares from the acquiring companysstock are issued directly to the target companys shareholders, or the new shares are sent to a broker who manages them for target company shareholders GROWTH STRATEGIES Concept of Growth Growth in firms can be looked at by two broad views: organic growth, or inorganic growth. Organic growth is achieved through mainly internal expansion while inorganic growth is achieved through external expansion, i.e. through consolidations, acquisitions and mergers. Growth is something for which most companies, large or small, strive. Small firms want to get big, big firms want to get bigger. As observed by Philip B. Crosby, author of The Eternally Successful Organization, if for no other reason than to accommodate the increased expenses that develop over the years. Inflation also raises the cost of everything, and retaliatory price increases are not always possible. Salaries rise as employees gain seniority. The costs of benefits rise because of their very structure, and it is difficult to take any back, particularly if the enterprise is profitable. Therefore cost eliminations and profit improvement must be conducted on a continuing basis, and the revenues of the organization must continue to increase in order to broaden the base. Most firms, of course, desire growth in order to prosper, not just to survive. Organizational growth, however, means different things to different organizations. Indeed, there are many parameters a company can select to measure its growth. The most meaningful yardstick is one that shows progress with respect to an organizations stated goals. The ultimate goal of most companies is profit, so net profit, revenue, and other financial data are often utilized as bottom-line indications of growth. Other business owners, meanwhile, may use sales figures, number of employees, physical expansion, or other criteria to judge organizational growth. Companies which are run by a product minded entrepreneur are more concerned with the growth and profitability of a firm as an organization for the production of goods and services. While companies run by empire builders type of entrepreneurs are continuously looking at expanding the scope of the enterprise. Empire builders are not satisfied are not sa tisfied with product improvement or maintaining competitive edge In terms of access to finance there are broadly five growth stages in a companys lifespan: inception, organic growth, purchased, IPO and Beyond IPO as shown in the figure below. Each stage has its own characteristics, risks and potential financial sources. Organic Growth without MA In Organic growth, growth depends on the ability to avail the available opportunities and existing resources in a more efficient way. The extent of growth of a firm is actually determined by the ability of managers, product or market factors. There is no limit to the absolute size of the firm keeping in mind the assumption that there is no fixity of capital, labor and management and the firm is capable of acquiring these resources at a price. In addition it is also assumed that there are opportunities in the economy for investments. The economies available within the firm (such as excess productive resources or managerial capabilities) disappear after the expansion is completed as they get utilized in a new activity. This means that it is only an â€Å"entry advantage†. However the firm may have these advantages in its new operations, often set up as new subsidiaries or divisions, which may grow in response to the economies in the same manner as the rest of the firm. New operations may later be spun off from the original firm without any loss of efficiency. Further, both the original and the spun off firms will have some unused productive resources which can then be used to develop new activities Inorganic growth through MA The inorganic growth strategy is dependent on MA. The idea of acquisition is that it accelerates the business model, giving it greater impetus than organic growth. Because acquisition gives the business what it cannot get quickly or incrementally. It may be a joint venture an agreement that gives both parties something they want that the other has. Acquisition targets can include both complementary and competitive businesses complementary when the target can give something an acquirer needs or competitive when the target can stop someone else having what the acquirer wants. The risks in growth through acquisitions are significant, but they can be contained through planning and due diligence. The primary risk is integration: post the acquisition is completed the new arrangements have to work and people who were not party to the negotiation have to work together. The same goes for systems and expectations as different business would have grown in different ways. A consistent culture is laudable but a wholly consistent culture will be impossible. Add regional diversity to this and the risk would become even higher. Motivations for MA Mergers and acquisitions can be motivated by either the share-holder wealth maximizing approach or the widening share ownership. The primary objectives of MA activities are diversifications, market expansion, improving competitive position and depression immunity. Given these basic objectives a different rationale can be assigned at both individual and collective levels. From the standpoint of shareholders Investment made by shareholders in the companies subject to merger should enhance in value. The sale of shares from one companys shareholders to another and holding investment in shares should give rise to greater values i.e. the opportunity gains in alternative investments. Shareholders may gain from merger in different ways viz. from the gains and achievements of the company i.e. through Realization of monopoly profits; Economies of scales; Diversification of product line; Acquisition of human assets and other resources not available otherwise; Better investment opportunity in combinations. One or more features would generally be available in each merger where shareholders may have attraction and favor merger. From the standpoint of managers Managers are concerned with improving operations of the company, managing the affairs of the company effectively for all round gains and growth of the company which will provide them better deals in raising their status, perks and fringe benefits. Mergers where all these things are the guaranteed outcome get support from the managers. At the same time, where managers have fear of displacement at the hands of new management in amalgamated company and also resultant depreciation from the merger then support from them becomes difficult. Promoters gains Mergers do offer to company promoters the advantage of increasing the size of their company and the financial structure and strength. They can convert a closely held and private limited company into a public company without contributing much wealth and without losing control. Benefits to general public Impact of mergers on general public could be viewed as aspect of benefits and costs to: Consumer of the product or services; Workers of the companies under combination; General public affected in general having not been user or consumer or the worker in the companies under merger plan. VALUATION OF TARGET COMPANIES Valuation of target companies is an essential step in the MA process. Due Diligence Due Diligence of a company; answers the question of whether a deal is being done at the right time at the right price for the right reasons. It involves an investigation into the affairs of an entity and results in the production of a report detailing relevant data and points. The investigation is performed prior to the businesss acquisition, flotation, restructuring or other transactions Due Diligence is performed by many advisors on the team. For example there may be a separate legal due diligence, financial due diligence, tax due diligence, environmental due diligence, commercial due diligence, and information technology due diligence. Financial due diligence is a vital part of the MA process. Often a problem in the financial due diligence raises point to be dealt by other areas as well, for example a financial due diligence may uncover an unusual lease obligation which then feeds into the legal due diligence. What a due diligence involves Each MA transaction is unique in its own sense hence the scope and extent of a due diligence process needs to be tailored to fit the needs of the buyer. However broadly it should cover the following aspects: The history and commercial activities of the business The organizational structure and employees Employee benefits and labor matters Its accounting policies The information systems A detailed review of financial statements A review of the financial projections Anything else the team may uncover that is relevant for the transaction Methods of Valuation The valuation of a target company normally depends on a lot of factors, it is not sufficient to evaluate the financial aspect alone. This is possible through a valuation of the 5 Ps which are: Personnel  ­- senior management of the target company play an important role in an acquisition. The acquiring firm considers the motivation, energy and intelligence levels of the existing personnel before taking them on. Product Proprietary products of a Target company increase the value of the company. Plant The plant capacity and condition of equipments also affect the valuation of a company. Potential The potential of a firms growth as compared to the industry is also a factor in its valuation Profit The declared profits of the firm is the basis of determining price. It is normally considered easier to evaluate public limited since most of the above data is publicly available in their annually published reports. In the case of a Private company it is a little more challenging to get the same information and the Acquiring company has to depend on a proper due diligence process to complete its valuation. Financial Valuation Financial valuation should answer the simple, but vital, question â€Å"What is something worth?† The analysis of target is hence based on either current projections or of the future. The process of valuations differ substantially for a listed and unlisted companies Many types of valuation metrics are used, involving several sets of metrics. On of the most common is the standard P/E ration (Price to earnings ratio) however some of the other metrics include assets value, capitalized earnings, market value, investment value, book value, costs basis valuation, enterprise value and some combined methods as well. P/E Ratio and Market Price For an unlisted company the P/E ratio of a comparable listed company is referred to and discounted based on the voting rights in the company. For listed companies the modes of valuation can be based on either earnings or assets. The market price of shares reflects the earnings per share (EPS). P/E ratio Calculated as: The P/E ratio is the current price of shares divided by the EPS. The higher the P/E ratio the higher are the future earnings expectation The P/E multiple is calculated as the multiple of net profit used to compute the companys purchase price. For example, an investor attempting to recover his initial investment in 10 years would have to earn an after-tax return of 10% on investment, plus adjustment for discounted cash flow and inflation. Discounted Cash Flow (DCF) analysis uses future free cash flow projections and discounts them (most often using the weighted average cost of capital) to arrive at a present value. DCF is calculated as: Assets Value Tangible assets, such as land and buildings, and intangible assets are assessed as per existing business practices. Goodwill is based on the companys excess earning power for certain number of years. The asset basis valuation is either on the fair value or the open market value. The dividend approach and the super profit approach can also be used for asset valuation. In the dividend, the present share prices are taken as the values of future dividends. While the super profit approach expects to get more value for a firm in addition to the value of the net assets. Capitalized Earnings This method is based on the rate of return on the capital employed Market Value This is on the basis of quoted share values at the stock exchange. Investment Value This is the cost of establishing an enterprise such as the target company and the interest on the same. Book Value This is the secondary factor in valuations and takes into account the total worth of the assets after depreciation. If the P/E multiplier is less than the book value then the book value has to be adjusted to reflect the true value. It takes into account the present net value of the real estate, machinery and equipment. Sometimes the book value may be understated in times of inflation and overstated during depression. Cost Basis Valuation This is cost minus depreciation. Intangible assets are not taken into account. Reproduction Cost This is the current cost of replacement of properties with similar design and material. Substitution Cost Substitution cost is the cost of construction of the same utility and capacity. Enterprise Value The valuation of a company is based on the Enterprise Value (EV) and its ratio to the companys sales and operating profit (PBIDT Profit before interest, depreciation and tax). Enterprise Value is calculated as: A = Market Capitalization of Stock + Total Debt on Companys books B = Investments + Cash EV = (B A) Accounting Methods The method accounting also has a significant impact on the valuation and price the seller will receive. The acquiring firm can use two principal accounting methods for valuations, they can either use the pooling of interests method or the purchase method. The main difference between them is the value that the combined firms balance sheet places on the assets of the acquired firm, as well as the depreciation allowances and charges against income following the merger. Pooling of Interests Method The pooling of interests method assumes that the transaction is simply an exchange of equity securities. Therefore, the capital stock account of the target firm is eliminated, and the acquirer issues new stock to replace it. The two firms assets and liabilities are combined at their historical book values as of the acquisition date. The end result of a pooling of interests transaction is that the total assets of the combined firm are equal to the sum of the assets of the individual firms. No goodwill is generated, and there are no charges against earnings. A tax-free acquisition would normally be reported as a pooling of interests. Purchase Method   In this method, assets and liabilities are shown on the merged firms books at their market (not book) values as of the acquisition date. This method is based on the idea that the resulting values should reflect the market values established during the bargaining process. The total liabilities of the combined firm equal the sum of the two firms individual liabilities. The equity of the acquiring firm is increased by the amount of the purchase price. Mark Up Pricing/ Premium Markup pricing or premium is the percentage difference between the trading price of the target companies stock before the announcement of acquisition and the price per share paid by the acquiring firm. Bidding firms pay large premiums to acquire control of exchange-listed target firms. Normally premiums include pre-bid run up in the target firms stock price as part of the control premium paid by the winning bidders. The valuations by the bidder and the target depend on the information each party has at the time of the negotiation. Mark Up or premium is partly decided on the basis of the relationship pattern of the acquiring firm. The pattern in some cases is that if interlocking directorship among firms. Most firms have stable and long standing relationships with professionals such as attorneys, investment bankers and accountants. These are likely to have similar effects as to interlock directorships. Managers take advice from both their interlock partners and professional firms when deciding how much to pay. Financing an MA Organizations use various methods for financing an MA deal. Often combinations of the below mentioned methods: Cash Cash payments. These are normally preferred since the organization does not have to dilute equity and there will be no change in the number of shares outstanding. Also cash transactions save time and cash can be re-invested at the face value. Financing Financing capital may be borrowed from banks or raised from issue of bonds. Acquisitions that are financed through debt are called as leveraged buyouts if they take the target private, and the debt will often be moved down into the balance sheet of the acquired company. Hybrids An acquisition can involve a combination of cash and debt or of cash and stock of the purchasing entity. POST ACQUISITION INTEGRATION After the acquisition is completed, the acquired company needs to be integrated with the acquiring company. The process of integration actually needs to be planned during the acquisition itself to ensure that the company integrates smoothly. The success of integration also depends on the managers who are responsible for the implementation. Planning The acquiring company needs to plan the post acquisition integration period. IN the initial period the target company is more receptive to drastic changes to make the company viable. Some of the basic approaches are as follows Adapting a program This should be completely aligned with the companies goals and objectives of the company and should also take into account the limitations of the company. Effective organization and leadership structure The integration process involves creating a group which focuses on creating value through specific activities and actions. A true partnership would mean involving the senior leadership of the acquired company as well in this strategic group. Minimize post acquisition exodus of critical resources It is critical to have a preventing plan in place to minimize the damage that maybe caused to the new enterprise. Any loss of critical things like market standing, key employees, brand has to be avoided. Employee issues The empl Concepts of Mergers and Acquisitions Concepts of Mergers and Acquisitions MA CONCEPTS Introduction â€Å"The phrase Mergers and Acquisitions refers to the aspect of corporate strategy, corporate finance and management dealing with the buying and 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† The above sums up in a nutshell the concept of mergers and acquisitions. There are multiple reasons for companies to get into MA activity whether to expand into a new market or geography, to gain market share in a current market, to overcome competition or for regulatory reasons as some governments make a tie up mandatory to operate in their local economy. However it is essential to mention that in the current economic scenario MA has become an essential tool for companies to expand and grow, as successful MA strategy can be a differentiating factor for successful organization. The words and Mergers and Acquisitions are quite often used interchangeably in the current corporate world and hence can be seen in the project as well. Here is an attempt to list out some salient features which differentiate between the terms Mergers and Acquisitions. Merger A Merger can be descried as a combination of two companies into one larger company; such activities are normally voluntary in nature and involve a stock swap or cash payment to the target organization. Stock swaps allow the shareholders of both companies to share the risk involved in the deal. A merger normally results in a new company with a new brand and a new company name being created. Oxford Dictionary of Business defines mergers as â€Å"A combination of two or more businesses on an equal footing that results in the creation of a new reporting entity formed from the combining businesses. The shareholders of the combining entities mutually share the risks and rewards of the new entity and no one party to the merger obtains control over another. Acquisition Acquisitions or takeover are different from Mergers. In the case of an acquisition a company unilaterally relinquishes its independence and adopts to the acquiring firms plans. As a legal point of view the target company ceases to exist as the buyer â€Å"swallows† the business. Acquisitions have the following characteristics They are a part of a well-considered company development plan It is a unilateral process Top management structure will have fewer problems Contractual regulations are simpler Time taken for an acquisition is normally shorter than a merger. However it is essential to mention here that whether a purchase is to be considered as merger or an acquisition actually depends on the whether the purchase is friendly or hostile or in the manner it is announced. The real difference hence lies in the way it is communicated and the way it is received by the shareholders, directors and employees of the target company. History of MA Mergers and Acquisition movements were normally defined and associated with the behavior of US organizations. Various authors have tried to classify the merger movements into wave. The most prominent was Weston who in 1953 described three major periods of merger movements while studying the US business behavior. Merger waves are a very generic way to describe the predominant strategy that was being adopted by organizations in that era. This has been interpreted by the different authors in different ways depending on how they have perceived by them. However it would be wrong to consider that all organizations followed the same strategy as described in the various. The start or the first wave of the Merger movement is said to be have been post the Sherman Act in 1890. Prior to 1890 there was a predominance of the polypoly market structure, this was reduced post 1890 and partial monopolies started increasing. The economic history has been divided into Merger Waves based on the merger activities in the business world as: Period Name Facet 1889 1904 First Wave Horizontal mergers 1916 1929 Second Wave Vertical mergers 1965 1989 Third Wave Diversified conglomerate mergers 1992 1998 Fourth Wave Hostile takeovers; Corporate Raiding 2000 Fifth Wave Cross-border mergers The Great Merger Movement was primarily a US business phenomenon from 1895 to 1905. It is said that during this time 1800 of small firms disappeared into consolidations with similar firms to form large, powerful institutions that dominated their markets. The relaxation of corporate laws in the United States helped the mergers, transportation and communication networks were developed which helped achieved economies of size. The second wave (1916 to 1929) saw even greater activity in mergers. The motive behind these mergers was vertical integrations. Organizations tried to achieve technical gains and to avoid their dependence on other firms for raw materials. The third wave saw the large conglomerates looking at diversification in the 60s. the process actually reached its zenith during the merge wave and was carried to its logical extreme by the conglomerate firms that rose to prominence during that time. The fourth wave in 90s saw increase in hostile takeovers and corporate raiding by the large firms. This was a wave during which vulnerable companies were grabbed up by the larger firms. The fifth wave has been categorized as starting from the year 2000 onwards and has seen a trend of increase in Cross border acquisitions. The rise of globalization has seen increased the market for cross border MA. This rapid increase has taken many MA firms by surprise as most of them never used to consider this due to the complexity involved in cross border MA. The success of these acquisitions was also limited and we saw a vast majority of them failing. Even then in 1997 alone there were over 2300 cross border acquisition worth a total of approximately $298 Million. Source: Boston Consulting Group Research Report â€Å" The Brave New World of MA-How to Create value from MA†, July 2007 Types of Mergers and Acquisitions There are various types of mergers and acquisitions depending on the type of the business structure. The classification can be based on the type of companies merging or by the way the MA deal is being financed. Here is some type of mergers on the basis of the relationship between the two companies that are merging: Horizontal Merger- This type or a merger is between two companies that share the same product line and markets and are in direct competition with each other Vertical Merger This is between a customer and company of between a supplier and a company Market Extension Merger This between two companies that sell the same products in different geographies or markets Product Extension Merger This is between two companies that are selling different but related products in the same market. Circular Merger A circular merger is very similar to a product extension merger however in this case the products being sold are completely unrelated. The merger brings in benefits by utilizing the same channels for marketing these unrelated products, allowing shared dealerships. An example of this kind of a merger is of McLeod Russel (A Team company) with Eveready Industries ( A batteries company) in 1997. McLeod Russel however was de-merged from Eveready in 2005. Conglomeration This type of a merger is between two companies that have no common business areas. Mergers can also be classified depending on how the merger is being financed as described below Purchase Mergers This kind of a merger occurs when a company purchases another. The purchase is made through cash or through the issue of a debt instrument. Consolidation Mergers In this type of a merger a new company is formed and both the companies are bought and combined under the new entity. Type of acquisitions can be described as below Amalgamation In this type of an acquisition a new corporation is created by uniting the companies voluntarily. Acquisition/Takeover In this form one company acquires another companies total or controlling interest. The acquired company either operates as a subsidiary or can be liquidated completely. Sale of Assets A company can sell off all its assets to another and cease to exist. Holding Company Acquisition This involves the acquisition of either the total or majority of a firms stock by a company. The purpose of this form is mainly to gain management control of other companies Reverse Merger In this form of an acquisition a private company with strong prospects buys a publicly listed shell company, usually one with no business or limited assets. This helps the private company to get publicly listed in a short span of time. All mergers though have one common goal and that is to create a synergy between two companies which makes the value of the combined companies to be greater than the sum of the two companies MA Process MA process can be laid down in 3 basic phases First Phase Start with an Offer The acquiring firm once decides that they want to do a merger of acquisition, they start with an offer. The acquiring company starts working with financial advisors and investment bankers to initiate contact with the target company. The acquiring must have a strategy for a merger programme, formulated by company management and approved by the director and majority stockholders. The acquiring company also at this point does a soft due diligence with the help of publicly available data and financial advisors. The purpose of this is to arrive at an overall price that the acquiring company is willing to pay for its target in cash, shares or both. Second Phase Targets Response Once the offer has been made the target company can do one of several things mentioned below Accept the offer If the target companies top management and shareholders are happy with the offer they can simply accept the offer and go ahead with the deal. Attempt to Negotiate   If the target company management and shareholders are not satisfied with the offer they might try and work out more agreeable terms with the acquiring company. Since a lot is stake for the management of the target i.e. their jobs in particular, they might want to work out better deal to keep their jobs or leave with a big compensations package. Target companies which are highly sought after with multiple bidders would obviously have a better chance of negotiating a sweeter deal. Even manager who are crucial to the operation of an organization have a better chance of success into negotiating a good deal for them. Execute a Poison Pill or similar Hostile Takeover Defense A poison pill can be initiated by a target company if it observers a potential hostile suitor acquiring a predetermined percentage of Target company stock. To execute its defense, the target company grants all shareholders except the acquiring company options to buy additional stock at a dramatic discount. This dilutes the acquiring companys share and thwarts the potential hostile takeover attempt.  · Find a White Knight In this alternative a target company seeks out a friendlier company as a potential acquiring company. The friendlier company would offer an equal or higher price with better terms as compared to a hostile takeover bid. Third Phase or Closing the Deal Once the target company accepts the offer and all the regulatory requirements are met then the deal would be executed. The acquiring company will them pay for the target companies shares with cash, stock or both. A cash-for-stock transaction is fairly straightforward: target company shareholders receive a cash payment for each share purchased. When a company is purchased with stock, new shares from the acquiring companysstock are issued directly to the target companys shareholders, or the new shares are sent to a broker who manages them for target company shareholders GROWTH STRATEGIES Concept of Growth Growth in firms can be looked at by two broad views: organic growth, or inorganic growth. Organic growth is achieved through mainly internal expansion while inorganic growth is achieved through external expansion, i.e. through consolidations, acquisitions and mergers. Growth is something for which most companies, large or small, strive. Small firms want to get big, big firms want to get bigger. As observed by Philip B. Crosby, author of The Eternally Successful Organization, if for no other reason than to accommodate the increased expenses that develop over the years. Inflation also raises the cost of everything, and retaliatory price increases are not always possible. Salaries rise as employees gain seniority. The costs of benefits rise because of their very structure, and it is difficult to take any back, particularly if the enterprise is profitable. Therefore cost eliminations and profit improvement must be conducted on a continuing basis, and the revenues of the organization must continue to increase in order to broaden the base. Most firms, of course, desire growth in order to prosper, not just to survive. Organizational growth, however, means different things to different organizations. Indeed, there are many parameters a company can select to measure its growth. The most meaningful yardstick is one that shows progress with respect to an organizations stated goals. The ultimate goal of most companies is profit, so net profit, revenue, and other financial data are often utilized as bottom-line indications of growth. Other business owners, meanwhile, may use sales figures, number of employees, physical expansion, or other criteria to judge organizational growth. Companies which are run by a product minded entrepreneur are more concerned with the growth and profitability of a firm as an organization for the production of goods and services. While companies run by empire builders type of entrepreneurs are continuously looking at expanding the scope of the enterprise. Empire builders are not satisfied are not sa tisfied with product improvement or maintaining competitive edge In terms of access to finance there are broadly five growth stages in a companys lifespan: inception, organic growth, purchased, IPO and Beyond IPO as shown in the figure below. Each stage has its own characteristics, risks and potential financial sources. Organic Growth without MA In Organic growth, growth depends on the ability to avail the available opportunities and existing resources in a more efficient way. The extent of growth of a firm is actually determined by the ability of managers, product or market factors. There is no limit to the absolute size of the firm keeping in mind the assumption that there is no fixity of capital, labor and management and the firm is capable of acquiring these resources at a price. In addition it is also assumed that there are opportunities in the economy for investments. The economies available within the firm (such as excess productive resources or managerial capabilities) disappear after the expansion is completed as they get utilized in a new activity. This means that it is only an â€Å"entry advantage†. However the firm may have these advantages in its new operations, often set up as new subsidiaries or divisions, which may grow in response to the economies in the same manner as the rest of the firm. New operations may later be spun off from the original firm without any loss of efficiency. Further, both the original and the spun off firms will have some unused productive resources which can then be used to develop new activities Inorganic growth through MA The inorganic growth strategy is dependent on MA. The idea of acquisition is that it accelerates the business model, giving it greater impetus than organic growth. Because acquisition gives the business what it cannot get quickly or incrementally. It may be a joint venture an agreement that gives both parties something they want that the other has. Acquisition targets can include both complementary and competitive businesses complementary when the target can give something an acquirer needs or competitive when the target can stop someone else having what the acquirer wants. The risks in growth through acquisitions are significant, but they can be contained through planning and due diligence. The primary risk is integration: post the acquisition is completed the new arrangements have to work and people who were not party to the negotiation have to work together. The same goes for systems and expectations as different business would have grown in different ways. A consistent culture is laudable but a wholly consistent culture will be impossible. Add regional diversity to this and the risk would become even higher. Motivations for MA Mergers and acquisitions can be motivated by either the share-holder wealth maximizing approach or the widening share ownership. The primary objectives of MA activities are diversifications, market expansion, improving competitive position and depression immunity. Given these basic objectives a different rationale can be assigned at both individual and collective levels. From the standpoint of shareholders Investment made by shareholders in the companies subject to merger should enhance in value. The sale of shares from one companys shareholders to another and holding investment in shares should give rise to greater values i.e. the opportunity gains in alternative investments. Shareholders may gain from merger in different ways viz. from the gains and achievements of the company i.e. through Realization of monopoly profits; Economies of scales; Diversification of product line; Acquisition of human assets and other resources not available otherwise; Better investment opportunity in combinations. One or more features would generally be available in each merger where shareholders may have attraction and favor merger. From the standpoint of managers Managers are concerned with improving operations of the company, managing the affairs of the company effectively for all round gains and growth of the company which will provide them better deals in raising their status, perks and fringe benefits. Mergers where all these things are the guaranteed outcome get support from the managers. At the same time, where managers have fear of displacement at the hands of new management in amalgamated company and also resultant depreciation from the merger then support from them becomes difficult. Promoters gains Mergers do offer to company promoters the advantage of increasing the size of their company and the financial structure and strength. They can convert a closely held and private limited company into a public company without contributing much wealth and without losing control. Benefits to general public Impact of mergers on general public could be viewed as aspect of benefits and costs to: Consumer of the product or services; Workers of the companies under combination; General public affected in general having not been user or consumer or the worker in the companies under merger plan. VALUATION OF TARGET COMPANIES Valuation of target companies is an essential step in the MA process. Due Diligence Due Diligence of a company; answers the question of whether a deal is being done at the right time at the right price for the right reasons. It involves an investigation into the affairs of an entity and results in the production of a report detailing relevant data and points. The investigation is performed prior to the businesss acquisition, flotation, restructuring or other transactions Due Diligence is performed by many advisors on the team. For example there may be a separate legal due diligence, financial due diligence, tax due diligence, environmental due diligence, commercial due diligence, and information technology due diligence. Financial due diligence is a vital part of the MA process. Often a problem in the financial due diligence raises point to be dealt by other areas as well, for example a financial due diligence may uncover an unusual lease obligation which then feeds into the legal due diligence. What a due diligence involves Each MA transaction is unique in its own sense hence the scope and extent of a due diligence process needs to be tailored to fit the needs of the buyer. However broadly it should cover the following aspects: The history and commercial activities of the business The organizational structure and employees Employee benefits and labor matters Its accounting policies The information systems A detailed review of financial statements A review of the financial projections Anything else the team may uncover that is relevant for the transaction Methods of Valuation The valuation of a target company normally depends on a lot of factors, it is not sufficient to evaluate the financial aspect alone. This is possible through a valuation of the 5 Ps which are: Personnel  ­- senior management of the target company play an important role in an acquisition. The acquiring firm considers the motivation, energy and intelligence levels of the existing personnel before taking them on. Product Proprietary products of a Target company increase the value of the company. Plant The plant capacity and condition of equipments also affect the valuation of a company. Potential The potential of a firms growth as compared to the industry is also a factor in its valuation Profit The declared profits of the firm is the basis of determining price. It is normally considered easier to evaluate public limited since most of the above data is publicly available in their annually published reports. In the case of a Private company it is a little more challenging to get the same information and the Acquiring company has to depend on a proper due diligence process to complete its valuation. Financial Valuation Financial valuation should answer the simple, but vital, question â€Å"What is something worth?† The analysis of target is hence based on either current projections or of the future. The process of valuations differ substantially for a listed and unlisted companies Many types of valuation metrics are used, involving several sets of metrics. On of the most common is the standard P/E ration (Price to earnings ratio) however some of the other metrics include assets value, capitalized earnings, market value, investment value, book value, costs basis valuation, enterprise value and some combined methods as well. P/E Ratio and Market Price For an unlisted company the P/E ratio of a comparable listed company is referred to and discounted based on the voting rights in the company. For listed companies the modes of valuation can be based on either earnings or assets. The market price of shares reflects the earnings per share (EPS). P/E ratio Calculated as: The P/E ratio is the current price of shares divided by the EPS. The higher the P/E ratio the higher are the future earnings expectation The P/E multiple is calculated as the multiple of net profit used to compute the companys purchase price. For example, an investor attempting to recover his initial investment in 10 years would have to earn an after-tax return of 10% on investment, plus adjustment for discounted cash flow and inflation. Discounted Cash Flow (DCF) analysis uses future free cash flow projections and discounts them (most often using the weighted average cost of capital) to arrive at a present value. DCF is calculated as: Assets Value Tangible assets, such as land and buildings, and intangible assets are assessed as per existing business practices. Goodwill is based on the companys excess earning power for certain number of years. The asset basis valuation is either on the fair value or the open market value. The dividend approach and the super profit approach can also be used for asset valuation. In the dividend, the present share prices are taken as the values of future dividends. While the super profit approach expects to get more value for a firm in addition to the value of the net assets. Capitalized Earnings This method is based on the rate of return on the capital employed Market Value This is on the basis of quoted share values at the stock exchange. Investment Value This is the cost of establishing an enterprise such as the target company and the interest on the same. Book Value This is the secondary factor in valuations and takes into account the total worth of the assets after depreciation. If the P/E multiplier is less than the book value then the book value has to be adjusted to reflect the true value. It takes into account the present net value of the real estate, machinery and equipment. Sometimes the book value may be understated in times of inflation and overstated during depression. Cost Basis Valuation This is cost minus depreciation. Intangible assets are not taken into account. Reproduction Cost This is the current cost of replacement of properties with similar design and material. Substitution Cost Substitution cost is the cost of construction of the same utility and capacity. Enterprise Value The valuation of a company is based on the Enterprise Value (EV) and its ratio to the companys sales and operating profit (PBIDT Profit before interest, depreciation and tax). Enterprise Value is calculated as: A = Market Capitalization of Stock + Total Debt on Companys books B = Investments + Cash EV = (B A) Accounting Methods The method accounting also has a significant impact on the valuation and price the seller will receive. The acquiring firm can use two principal accounting methods for valuations, they can either use the pooling of interests method or the purchase method. The main difference between them is the value that the combined firms balance sheet places on the assets of the acquired firm, as well as the depreciation allowances and charges against income following the merger. Pooling of Interests Method The pooling of interests method assumes that the transaction is simply an exchange of equity securities. Therefore, the capital stock account of the target firm is eliminated, and the acquirer issues new stock to replace it. The two firms assets and liabilities are combined at their historical book values as of the acquisition date. The end result of a pooling of interests transaction is that the total assets of the combined firm are equal to the sum of the assets of the individual firms. No goodwill is generated, and there are no charges against earnings. A tax-free acquisition would normally be reported as a pooling of interests. Purchase Method   In this method, assets and liabilities are shown on the merged firms books at their market (not book) values as of the acquisition date. This method is based on the idea that the resulting values should reflect the market values established during the bargaining process. The total liabilities of the combined firm equal the sum of the two firms individual liabilities. The equity of the acquiring firm is increased by the amount of the purchase price. Mark Up Pricing/ Premium Markup pricing or premium is the percentage difference between the trading price of the target companies stock before the announcement of acquisition and the price per share paid by the acquiring firm. Bidding firms pay large premiums to acquire control of exchange-listed target firms. Normally premiums include pre-bid run up in the target firms stock price as part of the control premium paid by the winning bidders. The valuations by the bidder and the target depend on the information each party has at the time of the negotiation. Mark Up or premium is partly decided on the basis of the relationship pattern of the acquiring firm. The pattern in some cases is that if interlocking directorship among firms. Most firms have stable and long standing relationships with professionals such as attorneys, investment bankers and accountants. These are likely to have similar effects as to interlock directorships. Managers take advice from both their interlock partners and professional firms when deciding how much to pay. Financing an MA Organizations use various methods for financing an MA deal. Often combinations of the below mentioned methods: Cash Cash payments. These are normally preferred since the organization does not have to dilute equity and there will be no change in the number of shares outstanding. Also cash transactions save time and cash can be re-invested at the face value. Financing Financing capital may be borrowed from banks or raised from issue of bonds. Acquisitions that are financed through debt are called as leveraged buyouts if they take the target private, and the debt will often be moved down into the balance sheet of the acquired company. Hybrids An acquisition can involve a combination of cash and debt or of cash and stock of the purchasing entity. POST ACQUISITION INTEGRATION After the acquisition is completed, the acquired company needs to be integrated with the acquiring company. The process of integration actually needs to be planned during the acquisition itself to ensure that the company integrates smoothly. The success of integration also depends on the managers who are responsible for the implementation. Planning The acquiring company needs to plan the post acquisition integration period. IN the initial period the target company is more receptive to drastic changes to make the company viable. Some of the basic approaches are as follows Adapting a program This should be completely aligned with the companies goals and objectives of the company and should also take into account the limitations of the company. Effective organization and leadership structure The integration process involves creating a group which focuses on creating value through specific activities and actions. A true partnership would mean involving the senior leadership of the acquired company as well in this strategic group. Minimize post acquisition exodus of critical resources It is critical to have a preventing plan in place to minimize the damage that maybe caused to the new enterprise. Any loss of critical things like market standing, key employees, brand has to be avoided. Employee issues The empl