Distinction between mergers and acquisitions.

Although often used synonymously, the terms merger and acquisition mean slightly different things. When one company takes over another and clearly establishes itself as the new owner, the purchase is called an acquisition. A merger happens when two firms agree to go forward as a single new company rather than remain separately owned and operated. This kind of action is more precisely referred to as a "merger of equals". The firms are often of about the same size. Both companies' stocks are surrendered and new company stock is issued in its place.

In practice, however, actual mergers of equals don't happen very often. Usually, one company will buy another and, as part of the deal's terms, simply allow the acquired firm to proclaim that the action is a merger of equals, even if it is technically an acquisition. Being bought out often carries negative connotations, therefore, by describing the deal euphemistically as a merger, deal makers and top managers try to make the takeover more palatable. A purchase deal will also be called a merger when both CEOs agree that joining together is in the best interest of both of their companies. But when the deal is unfriendly (that is, when the target company does not want to be purchased) it is always regarded as an acquisition.

And what are the essential preparatory steps in a successful acquisition? Of, course, the first thing to establish is what strategic goals you are trying to achieve through that acquisition and they might be various I terms of market share. or. may be some economic benefits with vertical integration or international presence. After establishing goals you need to establish your target. Who you’re gonna try and buy, who is that acquisition company you’re gonna for? Having put together the strategy and identified the target and the valuation of that target, you need to make sure the funders of acquisition are on board. be they institution or private funders or banks.

But acquisition has happened, what needs to be done to ensure the successful integration of the new business? An acquisitions and the success of the integration of that acquisition is all about planning in reality. First of all, need pay more attention to financial side of things. On the soft side of things, it about communication.

Of course, there are so many pitfalls in takeovers and mergers that you really have to plan carefully. First, you’ve got to recognize the constrains that your organization is under with regards to communication.

You need to be absolutely honest with everybody about what you’re doing and about the process you’re going through and be clear with them where you can non communicate with them and why. You’ve got to create that trust as the basis of managing the change moving forward. The second thing for me is about being beware of the sycophants in your organization – remember with merger or takeover, you’re bringing two organizations together. two management teams – all of their roles probably duplicated- and in that process, you’re going to get a whole lot of people vying for the same job.

One of the most important phenomenon in organization is -Corporate egos. Corporate egoa cause problems but they seem to be inevitable in a business culture that prizes drive, determination and leadership above all. Having the strength of personality and the ability to suppress the others is a fundamental prerequisite to climb to the top of the corporate ladder. So with a power-hungry alpha male at the top of each company, it is not surprising that every time a mega-merger is announced, there is a high probability of a boardroom bust-up (fight, disagreement).

Europe’s most spectacular and public bust-up was between Volvo and Renault. Volvo in that case would have had a minority of 35 % stake (turning into a Renault takeover without paying the acquisition premium). That divorce coasted Volvo several hundred million dollars because of its chairman’s dictatorial management style.

Egos play such a large role when two giant corporations come together that it is hard to make them work unless one personality is prepared to take a back seat or step down. Compromise is essential if mergers between two powerful corporations are to work to the advantage of both parties and their shareholders. Otherwise friendly discussions break down and can easily turn into all-out war.

Mergers and acquisitions continue apace in spite of an alarming failure rate. A lot of studies have reached the same conclusion – the majority of takeovers damage the interests of the shareholders of the acquiring company. They do reward the shareholders of the acquired company, who receive more for their shares than they were worth before the takeover was announced.

Why do so many mergers and acquisitions fail to benefit shareholders? The majorities of failed mergers suffer from poor implementation. Senior management fails, for example, to take account of the different cultures of the companies involved. Melding corporate cultures takes time, which senior management does not have after a merger. Most mergers are based on the idea of “let’s get revenues”, but it is vitally important to have a functioning management team to manage that process.

Mergers are about compatibility, which means agreeing whose values will prevail and who will be the dominant partner. The measure of success is when the combined entities deliver better returns to the shareholders than they would separately. Managers need to remember that competitors are not going to hang around waiting for them to improve the performance of their new acquisition. Announcing a takeover will have alerted competitors.

Transnational mergers and acquisition ( common in the expansion of Chinese TNCs)

· Resources exploitation - China National Offshore Oil Corporation became the biggest offshore oil producer in Indonesia by buying off the stakes of local companies

· Acquisition of technologies - buying off the companies that possess technologies.

There are other kinds of alliance: Joint ventures and strategic alliances

Joint venture – two or more companies agree to collaborate and jointly invest in a separate business project. This type of deal allows the partners to combine their strengths in one specific area.

· relevant in expansion to high-risk markets, sometimes the only possible - governmental regulations of the host country (India - local business operations require 51% control by Indian nationals)

· the local owner becomes an integral part of the stakeholder group - increases cultural sensitivity and operational controls

· increase market coverage (an enterprise can expand into other market segments in which the partner has established itself better) in exchange to access to reliable suppliers

Example: expansion of Chinese TNCs (TCL – French Thompson) - helped to improve the international image of Chinese brands and make the entrance to European markets easier + broadened the financing sources

S/a are more complicated than mergers and acquisitions. The common goals of the alliance may serve different strategic objectives of partners. Its aim is to take advantage of each other.

Project management

Project management has been practiced since early civilization [ˌsiv(ə)laiˈzeiʃ(ə)n]. As a discipline, Project Management developed from several fields[fɪːld] of application including civil construction, engineering, and heavy defense[diˈfen(t)s](оборона) activity. Project management is the discipline of planning, organizing, securing and managing resources to bring about the successful completion [Kəmp’li: ʃ (ə) n] of specific project goals and objectives. The primary challenge [‘ʧælinʤ] (задача) of project management is to achieve all of the engineering project goals and objectives while honoring [ˈɔnə] the preconceived [ˌpri:kənˈsi:vd](предвзятое) project constraints.(ограничения)

There are a number of approaches(подходы) to managing project activities including agile[ˈæʤail](проворный,быстрый), interactive(взаимодействующий,диалоговый), incremental [ˌiŋkriˈment(ə)l](увеличивающийся постепенно, действующий по нарастающей, со стабильным подъёмом

), and phased approaches(поэтапный).

Regardless [Rigɑ: dləs] of the methodology employed, careful consideration must be given to the overall project objectives, timeline, and cost, as well as the roles and responsibilities of all participants and stakeholders. Независимо от используемой методологии, серьезное внимание должно быть уделено общим целям проекта, сроки и стоимость, а также роли и обязанности всех участников и заинтересованных сторон.

A project manager is a professional in the field of project management. A good project manager 1)has good communication skills 2)knows how to organize and motivate people 3) avoid(bp,tuftn) acting like a boss 4) includes member of the team in decision 5)is able to take a global view of the project 6) knows how to delegate work(распределять работу).Project managers can have the responsibility of the planning, execution(выполнение (работ, обязанностей, функций);), and closing of any project, typically relating to construction industry, engineering, architecture[ˈɑ:kitekʧə], computing[kəmˈpju:tiŋ](вычислительная техника), or telecommunications. One of the project’ problem is “dn have enough good project managers”Phases, or stages, are very important for project managers.The fact is. PM is probably the most difficult job in the firm. By thinking in terms of phases, you can ensure that the deliverables(рез-ты) produced at the end of each phase meet their purpose, and that project team members (or sub-teams) are properly prepared for the next phase.

A good team:1) is always friendly and easy-going 2) spend time developing a team spirit. Clients expect an immediate response to every question. Team member need to be informed of changes in direction [dɪ'rekʃn] immediately. The need for rapid-fire response requires the cellphone be turned on and e-mail be constantly checked.

Problems for a project team: competing goals between team members. Unclear team roles and overlapping duties(дублирующие роли).

The exact [igˈzækt] phases, and the order in which they're completed, may vary [ˈvεəri](изменять,отлич.) slightly(незначительно), depending on what you need to achieve with your project. The phases are as follows:

· Project strategy and business case.

· Preparation.

· Design.

· Development and testing.

· Training and business readiness.

· Support and benefits realization.

· Project close.

Project strategy and business case – In this phase, you define(определ,устанав) the overall project business requirement, and propose the approach or methodology [ˌmeθəˈdɔləʤi] that you want to use to add’ress it. Preparation – Here, you work with key stakeholders(организатор совместного дела; акционер, пайщик) and project team members who have already been identified(определен) to establish and start the project. Training and business readiness [ˈredinəs](готовность) – This stage is all about preparing for the project launch or "go live." Support and benefits realization – Make sure you provide(обеспеч) transitional(переходный) support to the business after the project is launched, and consider what's required(что требуется) before your team members are reassigned [ˌri:əˈsain](перераспределять,назнач на др должность). Project teams are often assigned to other work too soon after the project has gone "live", meaning that project benefits are often not fully realized. Project close – Closing a project is not the most exciting [ikˈsait](захватывающая) part of the project lifecycle [ˈsaikl], but, if you don't do it properly, you may obstruct(препятствие) the ongoing(постоянной) delivery of benefits to the organization(setbacks

). Make sure you do the following:

• Complete and store documentation.

Multitask- многозадачные, Over budget, reach a consensus(согласие,единодушие),

?: I am not sure if I entirely understand ur question.Do u mean..?

What I would say is….i hope that answers ur question..

I am afraid I dn have that information at hand,but..

I am sorry, but that’s not really my field/department/sector.

I am not really an expert on..

Do u mind if we deal with that later..?

I am actually coming to that point later in my talk..

 

Ecological economics

(Sustainable development = ecology, economics, social sphere.(SD) - is a pattern of resource use that aims to meet human needs while preserving the environment so that these needs can be met not only in the present, but also for generations to come.)

So, what is it ecological economics? Ecological economics is a transdisciplinary field of academic research that aims to address the interdependence and co evolution of human economies and natural ecosystems over time and space. It is distinguished from environmental economics, which is the mainstream economic analysis of the environment, by its treatment of the economy as a subsystem of the ecosystem and its emphasis upon preserving natural capital.

We live in a consumer society; we consider it important to buy products and services. Companies need to be aware of the impact of this on the environment. Many companies use packaging (boxes, bottles) which has been recycled, that is made using old materials. Pollution, such as smoke in the air, can be reduced if companies use trains instead of road transport.

The worst situation nowadays is in China and Japan (extremely fast industrialization not thinking about impacts on environment) followed by Africa (European corporations are setting up harmful for environment plants there – double moral) and Latin America (deforestation, cutting forests). In some countries (Scandinavian) the taxes for environmentally-friendly companies are lower than for the opposite.

The most dangerous environmental threats caused by industries are global warming, oil spills, chemical/nuclear waste, rubbish bin, hole in the ozone layer.

In the next decade environmentalism will be the most important issue for business (global responsibility). As consumers become increasingly concerned about the environment, more and more companies claim to be producing “environmentally- friendly” products especially in well-developed countries (less polluting, recycled, packaging made of biodegradable materials).

TNCs (transnational corporations) are extremely vulnerable to the type of grassroots activities that have blocked the opening up of coastal fisheries to industrial trawlers in India; that have forced industry in the US to stop land filling toxic wastes; and that have put Pepsi, Kentucky Fried Chicken and others on the defensive in India. Therefore, in the case of environmental resistance, another fast growing practice is to set up "fake" grassroots groups with a pro-industry agenda. In PR-speak, "Astro-turf" groups. Through such groups, industry is able to undermine the claims of opponents by claiming a popular mandate for its own position.

Environmentalism is sometimes a part of corporate culture (Patagonia – an outdoor clothing firm (produces clothes from organic materials, jackets from recycled plastic bottles)). Green-marketing strategies make consumers that are aware of ecology loyal to the companies and thus increase the profits. Europeans nowadays prefer to buy artificial fur instead of natural. Broad environmental education teaches consumers that although buying green is more expensive, environmentalism is less taxing on the Earth in the long run, and therefore, on individuals.

Like Patagonia, many companies sponsor or contribute money towards events or activities to maintain their image or to create a new image.

In conclusion I want to add that Ecological economics is positive, in its development of understanding of the physical, biological and social structural and functional relations between economies and natural ecosystems. Ecological economics is also normative in addressing appropriate roles of human economies within natural ecosystems

The Kyoto Protocol is a protocol to the United Nations Framework Convention on Climate Change (UNFCCC or FCCC), aimed at fighting global warming. The Protocol was initially adopted on 11 December 1997 in Kyoto,Japan and entered into force on 16 February 2005. As of July 2010,191 states have signed and ratified the protocol.

Russian oil company Lukoil participate in the development of monitoring, prevention, and emergency recovery systems. In an effort to increase their productivity, Lukoil organized a contract to begin an oil pumping block in the Azerbaijan sector of the Caspian Sea. They have also developed contingency plans for oil spills, and implemented an environmental monitoring system.

Business ethics

First of all it is important to give a definition of Business Ethic. So,

Business ethics (also known as corporate ethics) is a form of applied ethics or professional ethics that examines ethical principles and moral or ethical problems that arise in a business environment. It applies to all aspects of business conduct and is relevant to the conduct of individuals and business organizations as a whole. Applied ethics is a field of ethics that deals with ethical questions in many fields such as medical, technical, legal and business ethics. Business ethics is exactly the same as normal ethics, and that is knowing what is right or wrong, and learning what is right and what is wrong in a business environment. The concept of business ethics has been seen to mean various things to different people, but usually it's knowing what is right or wrong in the workplace and doing what's right in regard to effects of products, services and relationships with stakeholders.

But why do we need to know about Business Ethics? Discussion on ethics in business is necessary because business can become unethical, and there are plenty of evidences today on unethical corporate practices. Any decisions made by businesses need to be made with an informed awareness of the specific situation and then act according to some sort of system of principals which is Business Ethics.

Therefore, there are no clear morals to guide today's leaders through difficult problems about what is right or wrong, just vague perceptions of what should and has already been done. A focal point on ethics in the workplace shows and alerts leaders and staff on how they should act. An attention to ethics in the workplaces helps ensure that when leaders and managers are struggling in times of crises and confusion, they retain a strong moral focus. However, attention to business ethics provides numerous other benefits, as well. Note that many people believe that business ethics, with its continuing focus on doing the right thing, only asserts the obvious be good, don't lie,, and so these people don't take business ethics seriously. For many people, these principles can go right out the door during times of stress. Business ethics can be a strong preventative medicine.

There are also some issues in business ethics, for example: Ethics of finance, Ethics of human resource management, Ethics of sales and marketing, Ethics of production, Ethics of property, property rights and intellectual property rights.

I think, I need to mention about International business ethics. Many new practical issues arose out of the international context of business. For example: The search for universal values as a basis for international commercial behavior; Comparison of business ethical traditions in different countries; Comparison of business ethical traditions from various religious perspectives; Issues such as globalization and cultural imperialism; Varying global standards – e.g., the use of child labor.

Benefits of Business Ethics. Ethics programs help maintain a moral course in turbulent times. Ethics programs cultivate strong teamwork and productivity. Ethics programs support employee growth and meaning. Ethics programs promote a strong public image.

I want to give example of business ethics. I’ll speak about Nestle. Nestle, like many other businesses have created what they believe to be a comprehensive ethical policy or codes of ethics, in plain they are lists of what they believe is ethical behaviour and how they should behave. Nestle have got an ethics policy from legislation to child labour, they have covered every single topic they believe comes under the word of ethics. Nestle believe that every single area of their business needs to have an ethics policy in which they should be able to follow, as they are a global company and their arms stretch to many different area's. Nestlé learned very early to respect the social, political and cultural traditions of all countries in which the products are produced and sold. Quality is the cornerstone of the success of the Nestlé Company. Everyday, millions of people all over the world show their trust in the company by choosing Nestlé products. This trust comes from a quality image that has been built up for over a century. Nestlé carries out its global social responsibility, firstly, by taking a long term approach to strategic decision making which recognizes the interests of its consumers, shareholders, business partners, and the world-wide economies in which they operate.

So, in conclusion, I want to say that, in common, business ethics is the choice between right and wrong. The concept has come to mean various things to various people, but generally it's coming to know what it right or wrong in the workplace and doing what's right -- this is in regard to effects of products/services and in relationships with stakeholders.