Tristan da Cunha

Located about midway between Cape Town, South Africa, and Buenos Aires, Argentina lies what is often referred to as the worlds most remote inhabited island; Tristan da Cunha. Tristan da Cunha is the primary island of the Tristan da Cunha island group, consisting of six islands at approximately 37Â °15 South, 12Â °30 West. Thats about 1,500 miles (2,400 kilometers) west of South Africa in the South Atlantic Ocean. The Islands of Tristan da Cunha The other five islands in the Tristan da Cunha group are uninhabited, save for a manned meteorological station on the southernmost island of Gough. In addition to Gough, located 230 miles SSE of Tristan da Cunha, the chain includes Inaccessible at 20 miles (32 km) WSW, Nightingale 12 miles (19 km) SE, and Middle and Stoltenhoff islands, both just off the coast of Nightingale. The total area for all six islands amounts to a mere 52 mi2 (135 km2). The Tristan da Cunha islands are administered as part of the United Kingdoms colony of Saint Helena (1180 miles or 1900 km to the north of Tristan da Cunha). The circular island of Tristan da Cunha is approximately 6 miles (10 km) wide with a total area of 38 mi2 (98 km2) and a coastline of 21 miles. The island group lies on the Mid-Atlantic Ridge and was created by volcanic activity. Queen Marys Peak (6760 feet or 2060 meters) on Tristan da Cunha is an active volcano that last erupted in 1961, causing the evacuation of Tristan da Cunhas residents. Today, just under 300 people call Tristan da Cunha home. They live in the settlement known as Edinburgh that lies on the flat plain on the north side of the island. The settlement was named in honor of Prince Alfred, the Duke of Edinburgh, upon his visit to the island in 1867. Tristan da Cunha was named for Portuguese sailor Tristao da Cunha who discovered the islands in 1506 and although he was unable to land (the island of Tristan da Cunha is surrounded by 1000-2000 foot/300-600 meter cliffs), he named the islands after himself. The first inhabitant of Tristan da Cunha was American Jonathan Lambert of Salem, Massachusetts who arrived in 1810 and renamed them the Islands of Refreshment. Unfortunately, Lambert drowned in 1812. In 1816 the United Kingdom claimed and began to settle the islands. A handful of people were joined by the occasional shipwreck survivor over the next few decades and in 1856 the islands population was 71. However, the next year starvation caused many to flee leaving a population of 28 on Tristan da Cunha. The islands population fluctuated and eventually rose to 268 before the island was evacuated during the eruption of 1961. The evacuees went to England where some died due to the harsh winters and some women married British men. In 1963, almost all of the evacuees returned since the island was safe. However, having tasted the life of the United Kingdom, 35 left Tristan da Cunha for Europe in 1966. Since the 1960s, the population swelled to 296 in 1987. The 296 English-speaking residents of Tristan da Cunha share a mere seven surnames - most of the families have a history of being on the island since the early years of settlement. Today, Tristan da Cunha includes a school, hospital, post office, museum, and a crayfish canning factory. The issuance of postage stamps is a major source of revenue for the island. The self-supporting residents fish, raise livestock, make handicrafts, and grow potatoes. The island is visited annually by RMS St. Helena and more regularly by fishing vessels. There is no airport or landing field on the island. Species not found anywhere else in the world inhabit the island chain. Queen Marys Peak is shrouded by clouds most of the year and snow covers its peak in the winter. The island receives an average of 66 inches (1.67 meters) of rain each year.

Smarts Over Strength in Homer´s Odyssey - 605 Words

In High school being physically strong is important. Your chances of being bullied will be minimized , and you will be successful in athletics. However, this with no sense is the case With Homers’ book the Odyssey ; when applied to reasons for Odysseus’ success . In fact, throughout the Odyssey one can notice that Odysseus succeeded because of his unmatched guile; Not by strength, which is something that we know he is not lacking. He shows that cunning is more important for his success when facing the problem of the suitors ravaging his home, when he defeats the Cyclops Polyphemus, and when he has to make shrewd decisions. To begin with, Odysseus is able to defeat Polyphemus by his cunning. Odysseus’ men are eaten alive by Polyphemus. Odysseus wants to attack Polyphemus right there and then, but he is able to think ahead and know that only the Cyclops can move the prodigious boulder. In doing so, Odysseus is able to control his rage and come up with a new scheme that will lead to their success. Next, Odysseus put his plan into play, and when asked by Polyphemus what his name is Odysseus replies by saying â€Å"Nobody†. This shows that cunning is important to Odysseus success. As he is again able to think ahead, and know that when Polyphemus calls for help he will be saying Nobody is killing him. Thus taking away the threat of the other Cyclops coming to Polyphemus’ aid, and allowing Odysseus to succeed. Odysseus cunning also shows when he tells his men to cling onto the sheep asShow MoreRelatedEric Moore. Mr. Howell. World Literature Final Draft .1742 Words   |  7 PagesSymbolis m in The Odyssey In each story, the themes and symbols in them can bring a diverse look on the way the story is interpreted and told. The Odyssey was written by the poet Homer dating all the back to the 8th century. In the Greek epic poem, Homer tells the story of the main character Odysseus’ journey home from the Trojan War. Many themes relating to the human condition are prevalent in the various adventures faced by Odysseus, his men, and his family over the ten year journey. Homer uses symbolismRead MoreThe s The Odyssey, Lysistrata, And Clytemnestra1530 Words   |  7 PagesIn the time of Ancient Greece, Greek women were restricted to living within the society s norms fulfilling mostly guided roles like housework. While some works of the time presented women as mere housewives, others often put them in the position of political leaders, heroines, and murderers. The women that receive major roles in the stories such as Penelope in Homer s The Odyssey, Lysistrata in Aristophanes Lysistr ata, and Clytemnestra in Aeschylus Agamemnon are major characters with importantRead MoreAnalysis Of The Odyssey 3033 Words   |  13 Pages Vivian Tse Brother Pearce FDCA 206 5 November 2014 The Odyssey The Odyssey is one of the earliest epics that exists but is still a highly revered and relevant piece of literature in modern culture. This classic survives because the entire tale of Odysseus’ adventure is symbolic of our human lives and experiences—it is life mythologized. Not only does The Odyssey highlight the heroic and triumphant side of the characters, but it also emphasizes the struggle between heroes’ ethos and their human failingsRead MoreThe Odyssey Major Work Data Sheet4410 Words   |  18 PagesTitle/Author: The OdysseyBy: HomerDate of Publication/Genre: unknown; epic poem | Biographical information about the author: Next to nothing is known about Homer. He probably lived in the late eighth and early seventh centuries. He was blind and he also composed Iliad. | Historical information on the period of publication: The time was very influential to the story. During this time, all stories were passed on by word of mouth. People who were gifted with a silver tongue were held in high regard

Excellence in Financial Management Free Essays

string(420) " Free Cash Flow EBIT\$ 400 Less Cash Taxes \(130\) Operating Profits after taxes 270 Add Back Depreciation 75 Gross Cash Flow 345 Change in Working Capital 42 Capital Expenditures \(270\) Operating Free Cash Flow 117 Cash from Non Operating Assets \* 10 Free Cash Flow\$ 127 \* Investments in Marketable Securities In addition to paying out cash for capital investments, we may find that we have some fixed obligations\." Excellence in Financial Management Course 7: Mergers Acquisitions (Part 2) Prepared by: Matt H. Evans, CPA, CMA, CFM Part 2 of this course continues with an overview of the merger and acquisition process, including the valuation process, post merger integration and anti-takeover defenses. The purpose of this course is to give the user a solid understanding of how mergers and acquisitions work. We will write a custom essay sample on Excellence in Financial Management or any similar topic only for you Order Now This course deals with advanced concepts in valuation. Therefore, the user should have an understanding of cost of capital, forecasting, and value based management before taking this course. This course is recommended for 2 hours of Continuing Professional Education. In order to receive credit, you will need to pass a multiple choice exam which is administered over the internet at www. exinfm. com/training Published June 2000 Chapter 4 Valuation Concepts Standards As indicated in Part 1 of this Short Course, a major challenge within the merger and acquisition process is due diligence. One of the more critical elements within due diligence is valuation of the Target Company. We need to assign a value or more specifically a range of values to the Target Company so that we can guide the merger and acquisition process. We need answers to several questions: How much should we pay for the target company, how much is the target worth, how does this compare to the current market value of the target company, etc.? It should be noted that the valuation process is not intended to establish a selling price for the Target Company. In the end, the price paid is whatever the buyer and the seller agree to. The valuation decision is treated as a capital budgeting decision using the Discounted Cash Flow (DCF) Model. The reason why we use the DCF Model for valuation is because: Discounted Cash Flow captures all of the elements important to valuation. ? Discounted Cash Flow is based on the concept that investments add value when returns exceed the cost of capital. ? Discounted Cash Flow has support from both research and within the marketplace. The valuation computation includes the following steps: 1. Discounting the future expected cash flows over a forecast period. 2. Adding a terminal value to cover the period beyond the forecast period. 3. Adding investment income, excess cash, and other non-operating assets at their present values. . Subtracting out the fair market values of debt so that we can arrive at the value of equity. Before we get into the valuation computation, we need to ask: What are we trying to value? Do we want to assign value to the equity of the target? Do we value the Target Company on a long-term basis or a short-term basis? For example, the valuation of a company expected to be liquidated is different from the valuation of a going concern. Most mergers and acquisitions are directed at acquiring the equity of the Target Company. However, when you acquire ownership (equity) of the Target Company, you will assume the outstanding liabilities of the target. This will increase the purchase price of the Target Company. Example 1 – Determine Purchase Price of Target Company Ettco has agreed to acquire 100% ownership (equity) of Fulton for $ 100 million. Fulton has $ 35 million of liabilities outstanding. Amount Paid to Acquire Fulton$ 100 million Outstanding Liabilities Assumed 35 million Total Purchase Price$ 135 million Key Point ( Ettco has acquired Fulton based on the assumption that Fulton’s business will generate a Net Present Value of $ 135 million. For publicly traded companies, we can get some idea of the economic value of a company by looking at the stock market price. The value of the equity plus the value of the debt is the total market value of the Target Company. Example 2 – Total Market Value of Target Company Referring back to Example 1, assume Fulton has 2,500,000 shares of stock outstanding. Fulton’s stock is selling for $ 60. 00 per share and the fair market value of Fulton’s debt is $ 40 million. Market Value of Stock (2,500,000 x $ 60. 00) $ 150 million Market Value of Debt 40 million Total Market Value of Fulton$ 190 million A word of caution about relying on market values within the stock market; stocks rarely trade in large blocks similar to merger and acquisition transactions. Consequently, if the publicly traded target has low trading volumes, then prevailing market prices are not a reliable indicator of value. Income Streams One of the dilemmas within the merger and acquisition process is selection of income streams for discounting. Income streams include Earnings, Earnings Before Interest Taxes (EBIT), Earnings Before Interest Taxes Depreciation Amortization (EBITDA), Operating Cash Flow, Free Cash Flow, Economic Value Added (EVA), etc. In financial management, we recognize that value occurs when there is a positive gap between return on invested capital less cost of capital. Additionally, we recognize that earnings can be judgmental, subject to accounting rules and distortions. Valuations need to be rooted in â€Å"hard numbers. † Therefore, valuations tend to focus on cash flows, such as operating cash flows and free cash flows over a projected forecast period. Free Cash Flow One of the more reliable cash flows for valuations is Free Cash Flow (FCF). FCF accounts for future investments that must be made to sustain cash flow. Compare this to EBITDA, which ignores any and all future required investments. Consequently, FCF is considerably more reliable than EBITDA and other earnings-based income streams. The basic formula for calculating Free Cash Flow (FCF) is: FCF = EBIT (1 – t ) + Depreciation – Capital Expenditures + or – Net Working Capital ( 1 – t ) is the after tax percent, used to convert EBIT to after taxes. Depreciation is added back since this is a non-cash flow item within EBIT Capital Expenditures represent investments that must be made to replenish assets and generate future revenues and cash flows. Net Working Capital requirements may be involved when we make capital investments. At the end of a capital project, the change to working capital may get reversed. Example 3 – Calculation of Free Cash Flow EBIT$ 400 Less Cash Taxes (130) Operating Profits after taxes 270 Add Back Depreciation 75 Gross Cash Flow 345 Change in Working Capital 42 Capital Expenditures (270) Operating Free Cash Flow 117 Cash from Non Operating Assets * 10 Free Cash Flow$ 127 * Investments in Marketable Securities In addition to paying out cash for capital investments, we may find that we have some fixed obligations. You read "Excellence in Financial Management" in category "Papers" A different approach to calculating Free Cash Flow is: FCF = After Tax Operating Tax Cash Flow – Interest ( 1 – t ) – PD – RP – RD – E PD: Preferred Stock Dividends RP: Expected Redemption of Preferred Stock RD: Expected Redemption of Debt E: Expenditures required to sustain cash flows Example 4 – Calculation of Free Cash Flow The following projections have been made for the year 2005: ? Operating Cash Flow after taxes are estimated as $ 190,000 ? Interest payments on debt are expected to be $ 10,000 ? Redemption payments on debt are expected to be $ 40,000 ? New investments are expected to be $ 20,000 The marginal tax rate is expected to be 30% After Tax Operating Cash Flow$ 190,000 Less After Tax Depreciation ($10,000 x (1 – . 30)) ( 7,000) Debt Redemption Payment (40,000) New Investments (20,000) Free Cash Flow$ 123,000 Discount Rate Now that we have some idea of our income stream for valuing the Target Company, we need to de termine the discount rate for calculating present values. The discount rate used should match the risk associated with the free cash flows. If the expected free cash flows are highly uncertain, this increases risk and increases the discount rate. The riskier the investment, the higher the discount rate and vice versa. Another way of looking at this is to ask yourself – What rate of return do investors require for a similar type of investment? Since valuation of the target’s equity is often the objective within the valuation process, it is useful to focus our attention on the â€Å"targeted† capital structure of the Target Company. A review of comparable firms in the marketplace can help ascertain targeted capital structures. Based on this capital structure, we can calculate an overall weighted average cost of capital (WACC). The WACC will serve as our base for discounting the free cash flows of the Target Company. Basic Applications Valuing a target company is more or less an extension of what we know from capital budgeting. If the Net Present Value of the investment is positive, we add value through a merger and acquisition. Example 5 – Calculate Net Present Value Shannon Corporation is considering acquiring Dalton Company for $ 100,000 in cash. Dalton’s cost of capital is 16%. Based on market analysis, a targeted cost of capital for Dalton is 12%. Shannon has estimated that Dalton can generate $ 9,000 of free cash flows over the next 12 years. Using Net Present Value, should Shannon acquire Dalton? Initial Cash Outlay$ (100,000) FCF of $ 9,000 x 6. 1944 * 55,750 Net Present Value $ ( 44,250) * present value factor of annuity at 12%, 12 years. Based on NPV, Shannon should not acquire Dalton since there is a negative NPV for this investment. We also need to remember that some acquisitions are related to physical assets and some assets may be sold after the merger. Example 6 – Calculate Net Present Value Bishop Company has decided to sell its business for a sales price of $ 50,000. Bishop’s Balance Sheet discloses the following: Cash$ 3,000 Accounts Receivable 7,000 Inventory 12,000 Equipment – Dye 115,000 Equipment – Cutting 35,000 Equipment – Packing 30,000 Total Assets$ 202,000 Liabilities 80,000 Equity 122,000 Total Liab Equity$ 202,000 Allman Company is interested in acquiring two assets – Dye and Cutting Equipment. Allman intends to sell all remaining assets for $ 35,000. Allman estimates that total future free cash flows from the dye and cutting equipment will be $ 26,000 per year over the next 8 years. The cost of capital is 10% for the associated free cash flows. Ignoring taxes, should Allman acquire Bishop for $ 50,000? Amount Paid to Bishop$ (50,000) Amount Due Creditors (80,000) Less Cash on Hand 3,000 Less Cash from Sale of Assets 35,000 Total Initial Cash Outlay$ (92,000) Present Value of FCF’s for 8 years at 10% – $ 26,000 x 5. 3349 138,707 Net Present Value (NPV)$ 46,707 Based on NPV, Allman should acquire Bishop for $ 50,000 since there is a positive NPV of $ 46,707. A solid estimation of incremental changes to cash flow is critical to the valuation process. Because of the variability of what can happen in the future, it is useful to run cash flow estimates through sensitivity analysis, using different variables to assess â€Å"what if† type analysis. Probability distributions are used to assign values to various variables. Simulation analysis can be used to evaluate estimates that are more complicated. Valuation Standards Before we get into the valuation calculation, we should recognize valuation standards. Most of us are reasonably aware that Generally Accepted Accounting Principles (GAAP) are used as standards to guide the preparation of financial statements. When we calculate the value (appraisal) of a company, there is a set of standards known as â€Å"Uniform Standards of Professional Appraisal Practice† or USAAP. USAAP’s are issued by the Appraisals Standards Board. Here are some examples: To avoid misuse or misunderstanding when Discounted Cash Flow (DCF) analysis is used in an appraisal assignment to estimate market value, it is the responsibility of the appraiser to ensure that the controlling input is consistent with market evidence and prevailing attitudes. Market value DCF analysis should be supported by market derived data, and the assumptions should be both market and property specific. Market value DCF analysis is intended to reflect the expectations and perceptions of market participants along with available factual data. In developing a real property appraisal, an appraiser must: (a) be aware of, understand, and correctly employ those recognized methods and techniques that are necessary to produce a creditable appraisal; (b) not commit a substantial error of omission or co-omission that significantly affects an appraisal; (c) not render appraisal services in a careless or negligent manner, such as a series of errors that considered individually may not significantly affect the result of an appraisal, but which when considered in aggregate would be misleading. Another area that can create some confusion is the definition of market value. This is particularly important where the Target Company is private (no market exists). People involved in the valuation process sometimes refer to IRS Revenue Ruling 59-60 which defines market value as: The price at which the property could change hands between a willing buyer and a willing seller when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both parties having reasonable knowledge of relevant facts. A final point about valuation standards concerns professional certification. Two programs directly related to valuations are Certified Valuation Analyst (CVA) and Accredited in Business Valuations (ABV). The CVA is administered by the National Association of CVA’s (www. nacva. com) and the ABV is administered by the American Institute of Certified Public Accountants (AICPA – www. aicpa. org). Enlisting people who carry these professional designations is highly recommended. Chapter 5 The Valuation Process We have set the stage for valuing the Target Company. The overall process is centered around free cash flows and the Discounted Cash Flow (DCF) Model. We will now focus on the finer points in calculating the valuation. In the book Valuation: Measuring and Managing the Value of Companies, the authors Tom Copland, Tim Koller, and Jack Murrin outline five steps for valuing a company: 1. Historical Analysis: A detail analysis of past performance, including a determination of what drives performance. Several financial calculations need to be made, such as free cash flows, return on capital, etc. Ratio analysis and benchmarking are also used to identify trends that will carry forward into the future. 2. Performance Forecast: It will be necessary to estimate the future financial performance of the target company. This requires a clear understanding of what drives performance and what synergies are expected from the merger. 3. Estimate Cost of Capital: We need to determine a weighed average cost of capital for discounting the free cash flows. 4. Estimate Terminal Value: We will add a terminal value to our forecast period to account for the time beyond the forecast period. 5. Test Interpret Results: Finally, once the valuation is calculated, the results should be tested against independent sources, revised, finalized, and presented to senior management. Financial Analysis We start the valuation process with a complete analysis of historical erformance. The valuation process must be rooted in factual evidence. This historical evidence includes at least the last five years (preferably the last ten years) of financial statements for the Target Company. By analyzing past performance, we can develop a synopsis or conclusion about the Target Company’s future expected performance. It is also i mportant to gain an understanding of how the Target Company generates and invests its cash flows. One obvious place to start is to assess how the merger will affect earnings. P / E Ratios (price to earnings per share) can be used as a rough indicator for assessing the impact on earnings. The higher the P / E Ratio of the acquiring firm compared to the target company, the greater the increase in Earnings per Share (EPS) to the acquiring firm. Dilution of EPS occurs when the P / E Ratio Paid for the target exceeds the P / E Ratio of the acquiring company. The size of the target’s earnings is also important; the larger the target’s earnings are relative to the acquirer, the greater the increase to EPS for the combined company. The following examples will illustrate these points. Example 7 – Calculate Combined EPS Greer Company has plans to acquire Holt Company by exchanging stock. Greer will issue 1. shares of its stock for each share of Holt. Financial information for the two companies is as follows: Greer Holt Net Income$ 400,000 $ 100,000 Shares Outstanding 200,000 25,000 Earnings per Share$ 2. 00$ 4. 00 Market Price of Stock$ 40. 00$ 48. 00 Greer expects the P / E Ratio for the combined company to be 15. Combined EPS = ($ 400,000 + $ 100,000) / (200,000 shares + (25,000 x 1. 5)) = $ 500,000 / 237,500 = $ 2. 11 Expected P / E Ratio x 15 Expected Price of Stock$ 31. 65 Before we move to our next example, we should explain exchange ratios. The exchange ratio is the number of shares offered by the acquiring company in relation to each share of the Target Company. We can calculate the exchange ratio as: Price Offered by Acquiring Firm / Market Price of Acquiring Firm Example 8 – Determine Dilution of EPS Romer Company will acquire all of the outstanding stock of Dayton Company through an exchange of stock. Romer is offering $ 65. 00 per share for Dayton. Financial information for the two companies is as follows: Romer Dayton Net Income$ 50,000 $ 10,000 Shares Outstanding 5,000 2,000 Earnings per Share$ 10. 00$ 5. 00 Market Price of Stock$ 150. 00 P / E Ratio 15 1) Calculate shares to be issued by Romer: $ 65 / $ 150 x 2,000 shares = 867 shares to be issued. 2) Calculate Combined EPS: ($ 50,000 + $ 10,000) / (5,000 + 867) = $ 10. 23 3) Calculate P / E Ratio Paid: Price Offered / EPS of Target or $ 65. 00 / $ 5. 00 = 13 4) Compare P / E Ratio Paid to current P / E Ratio: Since 13 is less than the current ratio of 15, there should be no dilution of EPS for the combined company. 5) Calculate maximum price before dilution of EPS: 15 = price / $ 5. 0 or $ 75. 00 per share. $ 75. 00 is the maximum price that Romer should pay before EPS are diluted. It is important to note that we do not want to get overly pre-occupied with earnings when it comes to financial analysis. Most of our attention should be directed at drivers of value, such as return on capital. For example, free cash flow and economic value added are much more important drivers of value than EPS and P / E Ra tios. Therefore, our financial analysis should determine how does the target company create value – does it come from equity, what capital structure is used, etc.? In order to answer these questions, we need to: 1. Calculate value drivers, such as free cash flow. 2. Analyze the results, looking for trends and comparing the results to other companies. 3. Looking back historically in order to ascertain a â€Å"normal† level of performance. 4. Analyzing the details to uncover how the Target Company creates value and noting what changes have taken place. Value Drivers Three core financial drivers of value are: 1. Return on Invested Capital (NOPAT / Invested Capital) 2. Free Cash Flows 3. Economic Value Added (NOPAT – Cost of Capital) NOPAT: Net Operating Profits After Taxes A value driver can represent any variable that affects the value of the company, ranging from great customer service to innovative products. Once we have identified these value drivers, we gain a solid understanding about how the company functions. The key is to have these value drivers fit between the Target Company and the Acquiring Company. When we have a good fit or alignment, management will have the ability to influence these drivers and generate higher values. In the book Valuation: Measuring and Managing the Value of Companies, the authors break down value drivers into three categories: Type of Value DriverManagement’s Ability to Influence Level 1 – GenericLow Level 2 – Business UnitsModerate Level 3 – OperatingHigh For example, sales revenue is a generic value driver (level 1), customer mix would be a business unit value driver (level 2), and customers retained would be an operating value driver (level 3). Since value drivers are inter-related and since management will have more influence over level 3 drivers, the key is to ascertain if the merger will give management more or less influence over the operating value driver. If yes, then a merger and acquisition could lead to revenue or expense synergies. Be advised that you should not work in reverse order; i. e. from level 1 down to level 3. For example, an increase in sales pricing will add more value to level 1, but in the long-run you will hurt customers retained (level 3) and thus, you may end-up destroying value. Once we have identified value drivers, we can develop a strategic view of the Target Company. This strategic view along with drivers of value must be considered in making a performance forecast of the Target Company. We want to know how will the Target Company perform in the future. In order to answer this question, we must have a clear understanding of the advantages that the Target Company has in relation to the competition. These competitive advantages can include things like customer mix, brand names, market share, business processes, barriers to competition, etc. An understanding of competitive advantages will give us insights into future expected growth for the Target Company. Forecasting Performance Now that we have some insights into future growth, we can develop a set of performance scenarios. Since no-one can accurately predict the future, we should develop at least three performance scenarios: . Conservative Scenario: Future growth will be slow and decline over time. 2. General Industry Scenario: Continued moderate growth similar to the overall industry. 3. Improved Growth Scenario: Management has the ability to influence level 1 value drivers and we can expect above average growth. Keep in mind that performance scenarios have a lot of assumptions and many of these assumptions are based on things like future competition, new technologies, changes in the economy, changes in consumer behavior, etc. The end-result is to arrive at a â€Å"most likely† value between the different scenarios. Example 9 – Overall Value per Three Scenarios You have calculated three Net Present Value’s (NPV) over a 12 year forecast period. Based on your analysis of value drivers, strategies, competition, and other variables, you have assigned the following values to each scenario: ScenarioProbability xNet Present Value =Expected Value Conservative 20% $ 180,000$ 36,000 Normal 65% 460,000 299,000 M A Growth 15% 590,000 88,500 Overall Value of Target Company$ 423,500 The Valuation Model should include a complete set of forecasted financial statements. Usually a set of forecasted financial statements will start with the Sales Forecast since sales is a driver behind many account balances. A good sales forecast will reflect future expected changes in sales prices, volumes, and other variables. NOTE: For more information about preparing forecasted financial statements, refer to Short Course 2 – Financial Planning Forecasting. Two important points when preparing your forecast are: Historical Perspective: Make sure the pieces of your forecast fit together and flow from historical performance. Historical values are very important for predicting the future. You can gain an historical perspective by simply plotting financial trends (see Example 10). Forecast Period: Your forecast period should cover a long enough period for the target company to reach a stable and consistent performance level. For example, a company has reached a stable point when it can earn a constant rate of return on capital for an indefinite period and the company has the ability to reinvest a constant proportion of earnings back into the business. Rarely is the forecast period less than seven years. When in doubt, use a longer forecast than a shorter forecast. The final step in forecasting the financials is to estimate the value drivers and verify the value drivers against historical facts. As we indicated, three core drivers are return on capital, free cash flow, and economic value added. Make sure you test your results; are key drivers consistent with what has happened in the past, what are the trends for future growth, what are the competitive trends, how will this impact performance, etc.? Example 10 – Plotting Historical Trends to help with preparing forecasted financial statements 1990 1991 1992 1993 1994 Operations: Growth in Revenues 14% 12% 11% 11% 10% Growth in Margins 7% 7% 6% 5% 5% Working Capital: Cash 2% 2% 2% 3% 3% Accts Rec 12% 13% 13% 13% 14% Accts Payable 4% 4% 5% 5% 5% Investments: Assets to Sales 30% 31% 28% 29% 28% Return on Capital 14% 12% 13% 13% 12% When we have completed the Valuation Model, we will have a set of forecasted financial statements supporting each of our scenarios: Forecasted Income Statement – 3 Scenarios ? Forecasted Balance Sheet – 3 Scenarios ? Forecasted Free Cash Flows – 3 Scenarios ? Forecasted Return on Capital – 3 Scenarios ? Forecasted Performance Ratios – 3 Scenarios Example 11 – Forecasted Income Statement for Scenario 2 – Moderate ($ million) 2001 2002 2003 2004 2005 2006 2007 Revenues $ 6. 50$ 6. 70 $ 6. 85 $6. 95 $7. 05 $7. 09 $7. 12 Less Operating 3. 20 3. 30 3. 41 3. 53 3. 65 3. 72 3. 78 Less Depreciation . 56 . 54 . 2 . 85 . 80 . 77 . 72 EBIT 2. 74 2. 86 2. 92 2. 57 2. 60 2. 60 2. 62 Less Interest . 405 . 380 . 365 . 450 . 440 . 410 . 390 Earnings Before Tax 2. 335 2. 480 2. 555 2. 12 2. 16 2. 19 2. 23 Less Taxes . 780 . 810 . 870 . 650 . 660 . 71 . 73 Net Income 1. 555 1. 670 1. 685 1. 470 1. 500 1. 48 1. 50 Terminal Values It is quite possible that free cash flows will be generated well beyond our forecast period. Therefore, many valuations will add a terminal value to the valuation forecast. The terminal value represents the total present value that we will receive after the forecast period. Example 12 – Adding Terminal Value to Valuation Forecast Net Present Value for forecast period (Example 9) $ 423,500 Terminal Value for beyond forecast period 183,600 Total NPV of Target Company$ 607,100 There are several approaches to calculating the terminal value: Dividend Growth: Simply take the free cash flow in the final year of the forecast, add a nominal growth rate to this flow and discount the free cash flow as a perpetuity. Terminal value is calculated as: Terminal Value = FCF ( t + 1 ) / wacc – g ( t + 1 ) refers to the first year beyond the forecast period wacc: weighted average cost of capital g: growth rate, usually a very nominal rate similar to the overall economy It should be noted that FCF used for calculating terminal values is a normalized free cash flow (FCF) representative of the forecast period. Example 13 – Calculate Terminal Value Using Dividend Growth You have prepared a forecast for ten years and the normalized free cash flow is $ 45,000. The growth rate expected after the forecast period is 3%. The wacc for the Target Company is 12%. ($ 45,000 x 1. 03) / (. 12 – . 03) = $ 46,350 / . 09 = $ 515,000 If we wanted to exclude the growth rate in Example 13, we would calculate terminal value as $ 46,350 / . 12 = $ 386,250. This gives us a much more conservative estimate. Adjusted Growth: Growth is included to the extent that we can generate returns higher than our cost of capital. As a company grows, you must reinvest back into the business and thus free cash flows will fall. Therefore, the Adjusted Growth approach is one of the more appropriate models for calculating terminal values. Terminal Value = EBIT ( 1 – tr) ( 1 – g / r ) / wacc – g tr: tax rateg: growth rater: rate of return on new investments Example 14 – Calculate Terminal Value Using Adjusted Growth Normalized EBIT is $ 60,000 and the expected normal tax rate is 30%. The overall long-term growth rate is 3% and the weighted average cost of capital is 12%. We expect to obtain a rate of return on new investments of 15%. $ 61,800 ( 1 – . 30 ) ( 1 – . 03 / . 15 ) / (. 12 – . 03) = $ 43,260 ( . 80 ) / . 09 = $ 384,533 If we use Free Cash Flows, we would have the following type of calculation: Earnings Before Interest Taxes (EBIT)$ 60,000 Remove taxes (1 – tr ) x . 70 Operating Income After Taxes 42,000 Depreciation (non cash item) 12,000 Less Capital Expenditures ( 9,000) Less Changes to Working Capital ( 1,000) Free Cash Flow 44,000 Growth Rate @ 3% x 1. 03 Free Cash Flow ( t + 1 ) 45,320 Adjust Growth Return on Capital x . 80 Adjusted FCF ( t + 1 ) 36,256 Divided by wacc – g or . 12 – . 03 . 09 Terminal Value$ 402,844 EVA Approach: If your valuation is based on economic value added (EVA), then you should extend this concept to your terminal value calculation: Terminal Value = NOPAT ( t + 1 ) x ( 1 – g / rc ) / wacc – g NOPAT: Net Operating Profits After Taxesrc: return on invested capital Terminal values should be calculated using the same basic model you used within the forecast period. You should not use P / E multiples to calculate terminal values since the price paid for a target company is not derived from earnings, but from free cash flows or EVA. Finally, terminal values are appropriate when two conditions exist: 1. The Target Company has consistent profitability and turnover of capital for generating a constant return on capital. . The Target Company is able to reinvest a constant level of cash flow because of consistency in growth. If these two criteria do not exist, you may need to consider a more conservative approach to calculating terminal value or simply exclude the terminal value altogether. Example 15 – Summarize Valuation Calculation Based on Expected Values under Three Scenarios Present Value of FCFà ¢â‚¬â„¢s for 10 year forecast period$ 62,500 Terminal Value based on Perpetuity 87,200 Present Value of Non Operating Assets 8,600 Total Value of Target Company 158,300 Less Outstanding Debt at Fair Market Value: Short-Term Notes Payable ( 6,850) Long-Term Bonds (25 year Grade BB) ( 26,450) Long-Term Bonds (10 year Grade AAA) ( 31,900) Long-Term Bonds ( 5 year Grade BBB) ( 22,700) Present Value of Lease Obligations ( 17,880) Total Value Assigned to Equity 52,520 Outstanding Shares of Stock 7,000 Value per Share ($ 52,520 / 7,000)$ 7. 50 Example 16 – Calculate Value per Share You have completed the following forecast of free cash flows for an eight year period, capturing the normal business cycle of Arbor Company: Year FCF 2001$ 1,550 002 1,573 2003. 1,598 2004. 1,626 2005. 1,656 2006. 1,680 2007. 1,703 2008. 1,725 Arbor has non-operating assets of $ 150. These assets have an estimated present value of $ 500. Based on the present value of future payments, the present value of debt is $ 2,800. Terminal value is calculated using the dividend growth model. A nominal growth rate of 2% will be used. Arbor’s targeted cost of capital is 14%. A rbor has 3,000 shares of stock outstanding. What is Arbor’s Value per Share? Year FCF x P. V. @ 14%Present Value 2001$ 1,550. 8772$ 1,360 2002 1,573. 7695 1,210 003. 1,598. 6750 1,079 2004. 1,626. 5921 963 2005. 1,656. 5194 860 2006. 1,680. 4556 765 2007. 1,703. 3996 681 2008. 1,725. 3506 605 Total Present Value for Forecast Period $ 7,523 Terminal Value = ($ 1,725 x 1. 02) / (. 14 – . 02) = 14,663 Value of Non Operating Assets 500 Total Value of Arbor 22,686 Less Value of Debt( 2,800) Value of Equity 19,886 Shares Outstanding 3,000 Value per Share$ 6. 63 Special Problems Before we leave valuations, we should note some special problems that can influence the valuation calculation. Private Companies: When valuing a private company, there is no marketplace for the private company. This can make comparisons and other analysis very difficult. Additionally, complete historical information may not be available. Consequently, it is common practice to add to the discount rate when valuing a private company since there is much more uncertainty and risk. Foreign Companies: If the target company is a foreign company, you will need to consider several additional variables, including translation of foreign currencies, differences in regulations and taxes, lack of good information, and political risk. Your forecast should be consistent with the inflation rates in the foreign country. Also, look for hidden assets since foreign assets can have significant differences between book values and market values. Complete Control: If the target company agrees to relinquish complete and total control over to the acquiring firm, this can increase the value of the target. The value assigned to control is expressed as: CV = C + M CV: Controlling Value C: Maximum price the buyer is willing to pay for control of the target company M: Minority Value or the present value of cash flows to minority shareholders. If the merger is not expected to result in enhanced values (synergies), then the acquiring firm cannot justify paying a price above the minority value. Minority value is sometimes referred to as stand-alone value. Chapter 6 Post Merger Integration We have now reached the fifth and final phase within the merger and acquisition process, integration of the two companies. Up to this point, the process has focused on putting a deal together. Now comes the hard part, making the merger and acquisition work. If we did a good job with due diligence, we should have the foundation for post merger integration. However, despite due diligence, we will need to address a multitude of issues, such as: ? Finalizing a common strategy for the new organization. We need to be careful not to impose one strategy onto the other company since it may not fit. ? Consolidating duplicative services, such as human resources, finance, legal, etc. ? Consolidating compensation plans, corporate policies, and other operating procedures. ? Deciding on what level of integration should take place. ? Deciding on who will govern the new organization, what authority people will have, etc. It is ironic that in many cases, senior management is actively involved in putting the merger together, but once everything has been finalized, the job of integrating the two companies is dumped on middle level management. Therefore, one of the first things that should happen within post merger integration is for senior management to: ? Develop an overall plan for integrating the two companies, including a time frame since synergy values need to be recovered quickly. If synergy values are dependent upon the target’s customers, markets, assets, etc. , then a fast integration process should be planned. If expected synergies come from strategies and intellectual capital of the target, a more cautious approach to integration may be appropriate. ? Directing and guiding the integration process, establishing governance, and assigning project managers to integration projects. ? Leading change through great communication, bringing people together, resolving issues before they magnify, establishing expectations, etc. Once the two companies announce their merger, an entire set of dynamics goes into motion. Uncertainty and change suddenly impact both companies. Several issues need to be managed to prevent the escape of synergy values. Managing the Process The integration of two companies is managed within a single, centralized structure in order to reduce duplication and minimize confusion. A centralized structure is also needed to pull everything together since the integration process tends to create a lot of divergent forces. A Senior Project Team will be responsible for managing post merger integration (PMI). This includes things like coordination of projects, assigning task, providing support, etc. As previously indicated, it is important for both senior management and middle management to share in the integration process: Senior ManagementSenior Project Team Cultural Social IntegrationFunctional Integration Strategic Fit between the CompaniesSelection of Best Practices CommunicationSet up Task Forces Identify Critical Issues Problem Solving The Senior Project Team will consist of representatives from both companies, covering several functional areas (human resources, marketing, operations, finance, etc. ). Team members should have a very strong understanding of the business since they are trying to capture synergy values throughout PMI. Special task forces will be established by the Senior Project Team to integrate various functions (finance, information technology, human resources, etc. ). Task forces are also used to address specific issues, such as customer retention, non-disruption of operations, retention of key personnel, etc. Task forces can create sub-teams to split an issue by geographic area, product line, etc. All of these teams must have a clear understanding of the reasons behind the merger since it is everybody’s job to capture synergies. There is no way senior management can fully identify all of the expected synergies from a merger and acquisition. It is not unusual for some task forces to begin meeting before the merger is announced. If integration begins before announcement of the merger, team members will have to act in a confidential manner, exercising care on who they share information with. The best approach is to act as though a merger will not take place. Example 17 – Timeline leading up to Post Merger Integration (PMI) June 21, 1998: Officers from both companies plan post merger integration. July 17, 1998: Orientation meeting for key management personnel from both companies. July 30, 1998: Project Managers are assigned to Task Forces. August 16, 1998: Launch Task Forces. August 27, 1998: Critical Issues are identified by Task Forces. Set goals and time frames. October 26, 1998: Task Force develops detail plan for PMI. October 30, 1998: Reach consensus on final plan. November 6, 1998: Officers from both companies approve detail integration plans. November 11, 1998: Operating (action steps) are outlined for implementing the PMI Plan. January 17, 1999: Begin Post Merger Integration Example 18 – Outline for Post Merger Integration (PMI) by Senior Task Force or Senior Project Team 1. Assess current situation – where do we stand? 2. Collect information and identify critical issues for integration. 3. Develop plans to resolve critical issues. 4. Obtain consensus and agree on PMI Plan. 5. Train personnel, prepare for integration, work out logistics, map out the process, etc. 6. Implement PMI Plan – conduct meetings, setup teams, provide direction, make key decisions, etc. 7. Revise the PMI Plan – measure and monitor progress, make adjustments, issue progress reports to executive management, etc. . Delegate – Move the integration process down into lower levels of the organization, allow staff personnel to control certain integration decisions, etc. 9. Complete – Move aggressively into full integration, coordinate and communicate progress until integration is complete. Decision Making Post merger integration (PMI) will require very quick decision-making. This is due in part to the fact that fast integration’s work better than slow integration’s. The new organization has to be established quickly so people can get back to servicing customers, designing products, etc. The more time people spend thinking about the merger, the less likely they will perform at high levels. Many decisions within PMI will be difficult, such as establishing the new organizational structure, re-assigning personnel, selling-off assets, etc. However, it is necessary to get these decisions behind you as quickly as possible since the synergy meter is running. In addition, failure to act will leave the impression of indecisiveness and inability to manage PMI. In order to make decisions, it is necessary to define roles; people need to know who is in charge. People who are responsible for integration should be highly skilled in coordinating projects, leading people, and thinking on their feet while staying focused on the strategies behind the merger and acquisition. People Issues Productivity and performance will usually drop once a merger is announced. The reason is simple; people are concerned about what will happen. In the book The Complete Guide to Mergers and Acquisitions, the authors note that â€Å"at least 360,000 hours of lost productivity can be lost during an acquisition of just a thousand person operation. † Quick and open communication is essential for managing people issues. Constant communication is required for addressing the rumors and questions that arise within PMI. People must know what is going on if they are expected to remain focused on their jobs. Communication should be deep and broad, reaching out to as many people as possible. Face to face communication works best since there is an opportunity for feedback. Even cursory communication is better than no communication at all. â€Å"Get all the facts out. Give people the rationale for change, laying it out in the clearest, most dramatic terms. When everybody gets the same facts, they’ll generally come to the same conclusion. Only after everyone agrees on the reality and resistance is lowered can you get buy-in to the needed changes. † – Jack Welch, CEO, General Electric It is also a good idea to train people in change management. Most people will lack the knowledge and skills required for PMI. Immediately after the merger is announced, key personnel should receive training in how to manage change and make quick decisions. People must feel competent about their abilities to pull off the integration. Managing Resistance The failure to manage resistance is a major reason for failed mergers. Resistance is natural and not necessarily indicative of something wrong. However, it cannot be ignored. Four important tools for managing resistance are: Communicate: As we just indicated, you have to make sure people know what is going on if you expect to minimize resistance. Rumors should not be the main form of communication. The following quote from a middle level manager at a meeting with executive management says it all: â€Å"How can I tell my people what needs to be done to integrate the two companies, when I have heard nothing about what is going on. † Training: As we just noted, people must possess the necessary skills to manage PMI. Investing in people through training can help achieve â€Å"buy-in† and thus, lower resistance. Involvement: Resistance can be reduced by including people in the decision making process. Active engagement can also help identify problem areas. Alignment: One way to buffer against resistance is to align yourself with those people who have accepted the merger. Ultimately, it will be the non-resistors who bring about the integration. Do not waste excessive resources on detractors; they will never come around. Closing the Cultural Gap One of the biggest challenges within PMI is to close the cultural divide between the two companies. Cultural differences should have been identified within Phase II Due Diligence. One way of closing the cultural gap is to invent a third, new corporate culture as opposed to forcing one culture onto another company. A re-design approach can include: ? Reducing the number of rules and policies that control people. In today’s empowered world, it has become important to unleash the human capacities within the organization. ? Create a set of corporate policies centered around the strategic goals and objectives of the new organization. ? Implement new innovative approaches to human resource management, such as the 360-degree evaluation. Eliminate various forms of communication that continue with the â€Å"old way† of doing things. ? Re-enforce the new ways with incentive programs, rewards, recognition, special events, etc. Specific Areas of Integration As we move forward with the integration process, a new organizational structure will unfold. There will be new reporting str uctures based on the needs of the new company. Structures are built around workflows. For best results, collaboration should take place between the two companies; mixing people, combining offices, sharing facilities, etc. This collaboration helps pull the new organization together. As noted earlier, a centralized organization will experience less difficulty with PMI than a decentralized organization. Collaboration is also enhanced when there are: ? Shared Goals – The more common the goals and objectives of the two companies, the easier it is to integrate the two companies. ? Shared Cultures – The more common the cultures of the two companies, the easier the integration. ? Shared Services – The closer both company’s can come to developing a set of shared services (human resource management, finance, etc. ), the more likely synergies can be realized through elimination of duplicative services. Many functional areas will have to be integrated. Each will have its own integration plan, led by a Task Force. Two areas of concern are compensation and technologies. Compensation Plans: It is important to make compensation plans between the two companies as uniform as possible. Failure to close the compensation gap can lead to division within the workforce. Compensation plans should be designed based on a balance between past practices and future needs of the company. Since lost productivity is a major issue, compensation based on performance should be a major focus. Technologies: When deciding which information system to keep between the two companies, make sure you ask yourself the following questions: ? Do we really need this information? ? Is the information timely? ? Is the information accurate? ? Is the information accessible? One of the misconceptions that may emerge is to retain the most current, leading-edge technology. This may be a mistake since older legacy systems may be well tested and reliable for future needs of the organization. If both systems between the two companies are outdated, a whole new system may be required. Retaining Key Personnel Mergers often result in the loss of key (essential) personnel. Since synergies are highly dependent upon quality personnel, it will be important to take steps for retaining the high performers of the Target Company. The first step is to identify key personnel. Ask yourself, if these people were to leave, what impact would it have on the company? For example, suppose a Marketing Manager decided to resign, resulting in the loss of critical customers. Other people may be critical to strategic thinking and innovation. Once you have a list of key personnel, the next step is to determine what motivates essential personnel. Some people are motivated by their work while others are interested in climbing the corporate ladder. Retention programs are designed around these motivating factors. The third step is to implement your retention programs. Personally communicate with key personnel; let them know what their position will be in the new company. If compensation is a motivating factor, offer key personnel a â€Å"stay† bonus. If people are motivated by career advancement, invite them to important management meetings and have them participate in decision making. Don’t forget to reinforce retention by recognizing the contributions made by key personnel. It is also a good idea to recruit key personnel just as if you would recruit any other key management position. This solidifies the retention process. Finally, you will need to evaluate and modify retention programs. For example, if key people continue to resign, then conduct an exit interview and find out why they are leaving. Use this information to change your retention programs; otherwise, more people will be defecting. Retaining Customers Mergers will obviously create some disruptions. One area where disruptions must be minimized is customer service. Once a merger is announced, communicate to your customers, informing them that products and services will not deteriorate due to the merger. Additionally, employees directly involved with customer service cannot be distracted by the merger. If customers are expected to defect, consider offering special deals and programs to reinforce customer retention. As a minimum, consider setting up a customer hotline to answer questions. Finally, do not forget to communicate with vendors, suppliers, and others involved in the value chain. They too are your customers. Measuring PMI The last area we want to touch on is measurement of post merger integration (PMI). Results of the integration process need to be captured and measured so that you can identify problem areas and make corrections. For example, are we able to retain key personnel? How effective is our communication? We need answers to these types of questions if we expect success in PMI. One way of ensuring feedback is to retain the current measurement systems that are in place; especially those involved with critical areas like customer service and financial reporting. Day to day operations will need to be monitored for sudden changes in customer complaints, return merchandise, cancelled orders, production stoppages, etc. New measurements for PMI will have to be simple and easy to deploy since there is little time for formal design. For example, in one case the PMI relied on a web site log to capture critical data, identify synergy projects, and report PMI progress. On-line survey forms were used to solicit input and identify problem areas. A clean and simple approach works best. A measurement system starts with a list of critical success factors (CSF) related to PMI. These CSF’s will reflect the strategic outcomes associated with the merger. For example, combining two overlapping business units might represent a CSF for a merger. From these CSF’s, we can develop key performance indicators. Collectively, a complete system known as the Balanced Scorecard can be used to monitor PMI. Process leaders are assigned to each perspective within the scorecard, collecting the necessary data for measurement. Example 19 – Balanced Scorecard for Post Merger Integration (PMI) PerspectiveKey Performance Indicator Customers- Retention of Existing Customers – Efficiency in Delivering Services Financial- Synergy Components Captured to Date â€Å"- Timely Financial Reporting â€Å"- Timely Cash Flow Management Operational- Completion of Systems Analysis â€Å"- Reassignments to all Operating Units â€Å"- Resources Allocated for Workloads Human Resource- Percentage of Personnel Defections â€Å"- Change Management Training â€Å"- Co mmunication Feedbacks Organizational- Cultural Gaps between company’s â€Å"- Number of Critical Processes Defined â€Å"- Lower level involvement in integration Chapter 7 Anti-Takeover Defenses Throughout this entire short course (parts 1 2), we have focused our attention on making the merger and acquisition process work. In this final chapter, we will do just the opposite; we will look at ways of discouraging the merger and acquisition process. If a company is concerned about being acquired by another company, several anti-takeover defenses can be implemented. As a minimum, most companies concerned about takeovers will closely monitor the trading of their stock for large volume changes. Poison Pills One of the most popular anti-takeover defenses is the poison pill. Poison pills represent rights or options issued to shareholders and bondholders. These rights trade in conjunction with other securities and they usually have an expiration date. When a merger occurs, the rights are detached from the security and exercised, giving the holder an opportunity to buy more securities at a deep discount. For example, stock rights are issued to shareholders, giving them an opportunity to buy stock in the acquiring company at an extremely low price. The rights cannot be exercised unless a tender offer of 20% or more is made by another company. This type of issue is designed to reduce the value of the Target Company. Flip-over rights provide for purchase of the Acquiring Company while flip-in rights give the shareholder the right to acquire more stock in the Target Company. Put options are used with bondholders, allowing them to sell-off bonds in the event that an unfriendly takeover occurs. By selling off the bonds, large principal payments come due and this lowers the value of the Target Company. Golden Parachutes Another popular anti-takeover defense is the Golden Parachute. Golden parachutes are large compensation payments to executive management, payable if they depart unexpectedly. Lump sum payments are made upon termination of employment. The amount of compensation is usually based on annual compensation and years of service. Golden parachutes are narrowly applied to only the most elite executives and thus, they are sometimes viewed negatively by shareholders and others. In relation to other types of takeover defenses, golden parachutes are not very effective. Changes to the Corporate Charter If management can obtain shareholder approval, several changes can be made to the Corporate Charter for discouraging mergers. These changes include: Staggered Terms for Board Members: Only a few board members are elected each year. When an acquiring firm gains control of the Target Company, important decisions are more difficult since the acquirer lacks full board membership. A staggered board usually provides that one-third are elected each year for a 3 year term. Since acquiring firms often gain control directly from shareholders, staggered boards are not a major anti-takeover defense. Super-majority Requirement: Typically, simple majorities of shareholders are required for various actions. However, the corporate charter can be amended, requiring that a super-majority (such as 80%) is required for approval of a merger. Usually an â€Å"escape clause† is added to the charter, not requiring a super-majority for mergers that have been approved by the Board of Directors. In cases where a partial tender offer has been made, the super-majority requirement can discourage the merger. Fair Pricing Provision: In the event that a partial tender offer is made, the charter can require that minority shareholders receive a fair price for their stock. Since many states have adopted fair pricing laws, inclusion of a fair pricing provision in the corporate charter may be a moot point. However, in the case of a two-tiered offer where there is no fair pricing law, the acquiring firm will be forced to pay a â€Å"blended† price for the stock. Dual Capitalization: Instead of having one class of equity stock, the company has a dual equity structure. One class of stock, held by management, will have much stronger voting rights than the other publicly traded stock. Since management holds superior voting power, management has increased control over the company. A word of caution: The SEC no longer allows dual capitalization’s; although existing plans can remain in effect. Recapitalizations One way for a company to avoid a merger is to make a major change in its capital structure. For example, the company can issue large volumes of debt and initiate a self-offer or buy back of its own stock. If the company seeks to buy-back all of its stock, it can go private through a leveraged buy out (LBO). However, leveraged recapitalizations require stable earnings and cash flows for servicing the high debt loads. And the company should not have plans for major capital investments in the near future. Therefore, leveraged recaps should stand on their own merits and offer additional values to shareholders. Maintaining high debt levels can make it more difficult for the acquiring company since a low debt level allows the acquiring company to borrow easily against the assets of the Target Company. Instead of issuing more debt, the Target Company can issue more stock. In many cases, the Target Company will have a friendly investor known as a â€Å"white squire† which seeks a quality investment and does not seek control of the Target Company. Once the additional shares have been issued to the white squire, it now takes more shares to obtain control over the Target Company. Finally, the Target Company can do things to boost valuations, such as stock buy-backs and spinning off parts of the company. In some cases, the target company may want to consider liquidation, selling-off assets and paying out a liquidating dividend to shareholders. It is important to emphasize that all restructurings should be directed at increasing shareholder value and not at trying to stop a merger. Other Anti Takeover Defenses Finally, if an unfriendly takeover does occur, the company does have some defenses to discourage the proposed merger: 1. Stand Still Agreement: The acquiring company and the target company can reach agreement whereby the acquiring company ceases to acquire stock in the target for a specified period of time. This stand still period gives the Target Company time to explore its options. However, most stand still agreements will require compensation to the acquiring firm since the acquirer is running the risk of losing synergy values. 2. Green Mail: If the acquirer is an investor or group of investors, it might be possible to buy back their stock at a special offering price. The two parties hold private negotiations and settle for a price. However, this type of targeted repurchase of stock runs contrary to fair and equal treatment for all shareholders. Therefore, green mail is not a widely accepted anti-takeover defense. 3. White Knight: If the target company wants to avoid a hostile merger, one option is to seek out another company for a more suitable merger. Usually, the Target Company will enlist the services of an investment banker to locate a â€Å"white knight. † The White Knight Company comes in and rescues the Target Company from the hostile takeover attempt. In order to stop the hostile merger, the White Knight will pay a price more favorable than the price offered by the hostile bidder. 4. Litigation: One of the more common approaches to stopping a merger is to legally challenge the merger. The Target Company will seek an injunction to stop the takeover from proceeding. This gives the target company time to mount a defense. For example, the Target Company will routinely challenge the acquiring company as failing to give proper notice of the merger and failing to disclose all relevant information to shareholders. 5. Pac Man Defense: As a last resort, the target company can make a tender offer to acquire the stock of the hostile bidder. This is a very extreme type of anti-takeover defense and usually signals desperation. One very important issue about anti-takeover defenses is valuations. Many anti-takeover defenses (such as poison pills, golden parachutes, etc. ) have a tendency to protect management as opposed to the shareholder. Consequently, companies with anti-takeover defenses usually have less upside potential with valuations as opposed to companies that lack anti-takeover defenses. Additionally, most studies show that anti-takeover defenses are not successful in preventing mergers. They simply add to the premiums that acquiring companies must pay for target companies. Proxy Fights One last point to make about changes in ownership concerns the fact that shareholders can sometimes initiate a takeover attempt. Since shareholders have voting rights, they can attempt to make changes within a company. Proxy fights usually attempt to remove management by filling new positions within the Board of Directors. The insurgent shareholder(s) will cast votes to replace the current board. Proxy fights begin when shareholders request a change in the board. The next step is to solicit all shareholders and allow them to vote by â€Å"proxy. † Shareholders will send in a card to a designated collector (usually a broker) where votes are tallied. Some important factors that will influence the success of a proxy fight are: 1. The degree of support for management from shareholders not directly involved in the proxy fight. If other shareholders are satisfied with management, then a proxy fight will be difficult. 2. The historical performance of the company. If the company is starting to fail, then shareholders will be much more receptive to a change in management. 3. A specific plan to turn the company around. If the shareholders who are leading the proxy fight have a plan for improving performance and increasing shareholder value, then other shareholders will probably support the proxy fight. Proxy fights are less costly than tender offers in changing control within a company. However, most proxy fights fail to remove management. The upside of a proxy fight is that it usually brings about a boost in shareholder value since management is forced to act on poor performance. It is worth noting that proxy fights are sometimes led by former managers with the Target Company who recognize what needs to be done to turn the company around. In any event, studies clearly show that changes in management are much more likely to occur externally (tender offers) as opposed to internally (proxy fights). Course Summary A merger is like a marriage; the two partners must be compatible. Each side should add value so that together the two are much stronger. Unfortunately, many mergers fail to work. Overpaying for the acquisition is a common mistake because of an incomplete valuation model. Therefore, it is essential to develop a complete valuation model, including analysis under different scenarios with recognition of value drivers. A good starting point for determining value is to extend the Discounted Cash Flow Model since it corresponds well to market values. Core value drivers (such as free cash flows) should be emphasized over traditional type earnings (such as EBITDA). Some key points to remember in the valuation process include: 1. Most valuations will focus on valuing the equity of the Target Company. 2. The discount rate used should match-up with the associated risk of cash flows. . The forecast should focus on long-term cash flows over a period of time that captures a normal operating cycle for the company. 4. The forecast should be realistic by fitting with historical facts. 5. A comprehensive model is required based on an understanding of what drives value for the company. 6. The final forecast should be tested against independent sources. If pre merger pha ses are complete, we can move forward to integrate the two companies. This will require the conversion of information systems, combining of workforces, and other projects. Many failures can be traced to people problems, such as cultural differences between the companies, which can lead to resistance. Additionally, if you fail to retain key personnel, the integration process will be much more difficult. The best defense against personnel defections is to have a great place to work. If the company has a bad reputation as an employer, then defections will surely occur. Some of the risk factors associated with post merger integration are: 1. What level of integration do we implement? 2. What can we do to retain key personnel? 3. How serious are the cultural differences between the companies? . What kinds of conflicts and competition can we expect during integration? 5. To what extent do the people of both company’s understand the merger? 6. Who will govern and control the new company? Success with post merger integration is improved when: 1. The two companies have a history of effective planning and strategizing. 2. The two companies have a history of successful change management. 3. The merger will improve the strategies How to cite Excellence in Financial Management, Papers

Intrusion Detection and Cryptography Cisco Technology

Question: Discuss about the Report for Intrusion Detection and Cryptography? Answer: To make the network secure and ease workload, several procedures are to be followed. Encryption module hardware is required. It is a small device that protects data stored in the computer by encoding and securing processes. In sales department machines, it encrypts information about credit cards of customers. It also prevents password sharing (Averbuch et al. 2014). The location and security of data are to be remembered and kept less accessible to the internet. Regular backing up of data and keeping passwords inaccessible to general employees should be ensured. Latest version of firewall is to be installed in every system to ward off possible hacker attacks and entry of malicious files through internet. Firewall also keeps track of every piece of information delivered through the office network (Guo et al. 2015). To ward off the suspected attack immediately, some steps are to be followed (Shingala and Doshi 2015): Password of the account should be changed immediately. Assigning a firmware password is recommended for this particular problem. Remote login option should be turned off immediately. This will prevent access of the account from a remote location. A secure password, consisting of a combination of digits, symbols and alphabets, is always desirable. There are other methods to prevent this attack, for example, disabling IPv6, unnecessary services, Setgid and Setuid Binaries, etc. Now, if the sensor is placed in location 1, it will check all the information coming from and sent to the internet. It will monitor data exchange with the internet and prevent entry of malicious files into the total system (Umar et al. 2014). If the sensor is placed in location 2, it will monitor data transferred between the servers and the connected systems and will prevent any unauthorized access of the web and email servers. If the sensor is placed in location 3, it will monitor information transmission between all the connected systems. This will also ensure security of the connected systems and prevent any unauthorized activity from the users (Grady et al. 2015). If the sensor is placed in location 4, it will detect any unauthorized activity within the database, file and application servers and also prevent any unauthorized access. The mentioned problem happens when a systems software becomes outdated. There are some malicious files that continuously send messages to the mail contacts. By the anti-viruss default protection activity, these malicious mails are prevented from transmission but the anti-virus cannot block the viruses due to outdating (Wang et al. 2016). This problem can be solved by updating or installing latest anti-virus technology which will delete any malicious file that tries to access and use the email account for unauthorized transmission of files and messages (Mishra 2012). In addition, some additional protective measures like use of firewall, secured accounts are to be used to solve this problem. According to the rot13 encoding algorithm, each letter is replaced by the letter which appears after 13 positions of the given one (Pommerening 2014). So, applying rot13 shift, the original alphabet will turn into an order as follows: Original Alphabets After ROT13 Shift A N B O C P D Q E R F S G T H U I V J W K X L Y M Z N A O B P C Q D R E S F T G U H V I W J X K Y L Z M From this table, the given encrypted data can be evaluated as: Neg snve qrohgf urer Fngheqnl Art fair debuts here Saturday Gevcyr pbhcbaf ng Xebtre! - Triple coupons at Kroger! Gel lbhe unaq ng chmmyrf - Try your hand at puzzles To prevent overburden of the network, first of all, the CA structure should be divided into two separate parts: High Assurance Traffic and Low Assurance Traffic. The traffic from large national factories and high-speed connections should be redirected to the high assurance sector having separate managers and the traffic from remote facilities should be redirected to low assurance sector managed by another set of personnel. This way, burden from the overall system can be reduced and treated separately (Grady et al. 2015). During the use of credit cards in dial-in connections, the information of credit cards are sent to a processor to evaluate details of the bank, funds available and other important details, after which a transaction ID is generated. After this authorization cycle of the card, there is a process called settlement cycle, where sales stuff close the credit cards that were used in the system. During this phase, due to generation of information of the credit cards, the transfer of cash can be manipulated. To prevent this, a secure network should be established within the system and need to be established in such a way that the sales personnel or any unauthorized individual are unable to access information of the credit card (Cepeda et al. 2015). References Averbuch, A.H., Davis, D., James, E.W. and Hobbs, C.A., Cisco Technology, Inc., 2014.Configuring a secure network. U.S. Patent 8,724,515. Cepeda, T.P., Gerardo, K.D., Perez, K.T. and Rivera, J.J., 2015. Credit Card Fraud: When Employees Move from Being an Employer's Biggest Asset to Their Biggest Liability.EDITORIAL BOARD MEMBERS,21(3), p.21. Grady, C.A., He, X. and Peeta, S., 2015. Integrating social network analysis with analytic network process for international development project selection.Expert Systems with Applications,42(12), pp.5128-5138. Guo, H., Tang, T. and Wu, D., 2015. The Research of Private Network Secure Interconnection Scheme in Large-Scaled Enterprises. InGenetic and Evolutionary Computing(pp. 419-426). Springer International Publishing. Mishra, U., 2012. Improving Speed of Virus Scanning-Applying TRIZ to Improve Anti-Virus Programs.Available at SSRN 1980638. Pommerening, K., 2014. Monoalphabetic Substitutions. Shingala, M., Patel, C. and Doshi, N., 2015. An Improved Three Factor Remote User Authentication Scheme Using Smart Card. A Review. Umar, H.G.A., Li, C. and Ahmad, Z., 2014. Parallel Component Agent Architecture to Improve the Efficiency of Signature Based NIDS.Journal of Advances in Computer Networks,2(4). Wang, J.H., Lorch, J.R. and Parno, B.J., Microsoft Technology Licensing, Llc, 2016.Securing anti-virus software with virtualization. U.S. Patent 9,230,100.

THE MAIN ASPECTS OF ESTABLISHING A STEM CELL LABORATORY Essay Example For Students

THE MAIN ASPECTS OF ESTABLISHING A STEM CELL LABORATORY Essay THE MAIN ASPECTS OF ESTABLISHING A STEM CELL LABORATORY Human root cells are alone as they undergo self reclamation and distinction to go specialised cells one time given the right signals. The promise of root cell research in understanding the cell biological science, regenerative medical specialty and as drug showing has made this research an exciting country to research. Hence, despite its ethical issues, root cells are continuously being studied by set uping more root cell research labs. However, to bring forth robust, consistent and dependable informations, several of import facets must be reviewed and can be done by sing established research labs and acquiring penetrations from experient users. This is to guarantee the efficiency and effectivity of the civilization and experimentation and to forestall waste ( Inamdar et al. , 2012 ) . The undermentioned treatments are depicting about the basic human embryologic root cell ( hESC ) academic research lab with the concluding stuff is non intended for human application and with engagemen t of animate being in vivo surveies. We will write a custom essay on THE MAIN ASPECTS OF ESTABLISHING A STEM CELL LABORATORY specifically for you for only $16.38 $13.9/page Order now There are two chief facets to be considered in set uping a root cell research lab which can be categorized into administrative program and physical program. Administrative program involves set uping protocols, seeking blessings, coverage and certification and meanwhile physical program involves planing and layout of the research lab, equipment and forces ( Wesselschmidt A ; Schwartz, 2013 ) . Stem cells derived from human embryos are confronting with ethical issues hence permissions and blessings must be granted before get downing the research. In the United Kingdom, there is a system called Integrated Research Application System ( IRAS ) to seek relevant blessings from HFEA, Research Ethic Committee ( REC ) , and NHS A ; R A ; D Office in a individual application procedure as shown in Table 1. As there will be carnal in vivo surveies, the surveies must be conducted under license from Home Office. Documentation including developing protocols is of import to be recorded in laborato ry note books. Protocols can be deviated from standard processs and the version of a protocol is used must be mentioned so that the best proficient processs or the consequence of altering processs can be traced. If any legal struggle arises, laboratory note books are acceptable groundss which maintaining records of all original work and neglect to make so can even do abjuration of publications. It is helpful to document the processs in organized and structured mode such as typical processs shown in Table 2. In fact, this good scientific pattern promotes efficient usage of research resources ( Inamdar, et al. , 2012 ) . Regulator Description HFEA The independent regulator for IVF intervention and embryo research To supply information to the public and policy shapers about the research To licence and supervise human embryologic research Regulates the storage of embryos REC To safeguard the rights, self-respect and public assistance of people involved in the wellness research Laboratory research that uses embryologic cell line ( s ) requires REC Favourable Opinion NHS A ; R A ; D Office An extra to ethical blessing Must acquire the permission before the surveies start To claim insurance/indemnity Table 1.Regulators to seek for permissions and blessings related to human embryologic root cells in the United Kingdom. Adapted from UK Stem Cell Tool Kit hypertext transfer protocol: //www.sc-toolkit.ac.uk/regulatoryroutes.cfm Documentation Reception of cell lines Passaging root cells Preparation of cultural media Preparation of feeder cells Preparation of root cell lines for analysis Cryopreservation of root cell lines in liquid N shop Dissolving root cell lines from liquid N shop Table 2.Some of specified documented protocols in the root cell civilization research lab. Modified from ( Inamdar, 2012 ) . The range of work such as the Numberss and types of cell lines to be cultured and the figure of people will work in the research lab with their assigned undertakings must be clearly defined. Besides that, care of the root cell lines and their word picture should be taken into history. If there is more than one cell lines are cultured at the same time, the precautions to forestall cross-contamination must be taken. The manner new cell lines are being introduced, how are they traveling to be kept or quarantined ( storage ) for long usage, the care, the proper disposal of waste should be questioned and answered clearly. Basically the root cell research lab is non much different from the other cell civilization laboratories despites some extra particular techniques because of the singularity of the root cells behaviour ( Wesselschmidt A ; Schwartz, 2013 ) . .u486fa3713d50b56ac721320859a0ee14 , .u486fa3713d50b56ac721320859a0ee14 .postImageUrl , .u486fa3713d50b56ac721320859a0ee14 .centered-text-area { min-height: 80px; position: relative; } .u486fa3713d50b56ac721320859a0ee14 , .u486fa3713d50b56ac721320859a0ee14:hover , .u486fa3713d50b56ac721320859a0ee14:visited , .u486fa3713d50b56ac721320859a0ee14:active { border:0!important; } .u486fa3713d50b56ac721320859a0ee14 .clearfix:after { content: ""; display: table; clear: both; } .u486fa3713d50b56ac721320859a0ee14 { display: block; transition: background-color 250ms; webkit-transition: background-color 250ms; width: 100%; opacity: 1; transition: opacity 250ms; webkit-transition: opacity 250ms; background-color: #95A5A6; } .u486fa3713d50b56ac721320859a0ee14:active , .u486fa3713d50b56ac721320859a0ee14:hover { opacity: 1; transition: opacity 250ms; webkit-transition: opacity 250ms; background-color: #2C3E50; } .u486fa3713d50b56ac721320859a0ee14 .centered-text-area { width: 100%; position: relative ; } .u486fa3713d50b56ac721320859a0ee14 .ctaText { border-bottom: 0 solid #fff; color: #2980B9; font-size: 16px; font-weight: bold; margin: 0; padding: 0; text-decoration: underline; } .u486fa3713d50b56ac721320859a0ee14 .postTitle { color: #FFFFFF; font-size: 16px; font-weight: 600; margin: 0; padding: 0; width: 100%; } .u486fa3713d50b56ac721320859a0ee14 .ctaButton { background-color: #7F8C8D!important; color: #2980B9; border: none; border-radius: 3px; box-shadow: none; font-size: 14px; font-weight: bold; line-height: 26px; moz-border-radius: 3px; text-align: center; text-decoration: none; text-shadow: none; width: 80px; min-height: 80px; background: url(https://artscolumbia.org/wp-content/plugins/intelly-related-posts/assets/images/simple-arrow.png)no-repeat; position: absolute; right: 0; top: 0; } .u486fa3713d50b56ac721320859a0ee14:hover .ctaButton { background-color: #34495E!important; } .u486fa3713d50b56ac721320859a0ee14 .centered-text { display: table; height: 80px; padding-left : 18px; top: 0; } .u486fa3713d50b56ac721320859a0ee14 .u486fa3713d50b56ac721320859a0ee14-content { display: table-cell; margin: 0; padding: 0; padding-right: 108px; position: relative; vertical-align: middle; width: 100%; } .u486fa3713d50b56ac721320859a0ee14:after { content: ""; display: block; clear: both; } READ: The Arctic EssayPhysical Plan Preplanning of research lab design and layout foremost and foremost must be based on the budget. This is to guarantee long term cost and uninterrupted support in keeping the root cell civilizations. ( Wesselschmidt A ; Schwartz, 2013 ) . The primary consideration in planing the cell civilization research lab is to supply the ambiance that does non pollute the cells and the people around. Thus, in the instance of redesigning the research lab, the location and its anterior usage must be checked to avoid any possible taints ( Inamdar et al. , 2012 ) . Lab Design Thin rule can be introduced to cut down work travel around research lab and cross-contamination ( Griffiths et al. , n.d. ) . The layout of research lab as shown in Figure 1 is designed to suit six chief indispensable demands which are unfertile handling, readying, incubation, wash-up, sterilisation and storage every bit described in Table 3. The readying country supposed to be following to wash-up and sterilization countries meanwhile the sterile working country is accessible to the storage and brooders ( Freshney, 1994 ) . The supply of liquid N and CO2is needed in cell civilization research lab, therefore their installing and handling must be given serious attending. The gases must be filtered from bugs, firmly fixed, and its location must be far from cell civilization work to avoid taint during replacing. The full cognition about equipment is necessary to guarantee its right map. The research lab should hold a dependable electric supply with the proviso of uninterrupted power supply ( UPS ) for indispensable equipments in cell civilization processs such as category II cabinets, air filter and brooders ( Inamdar et al. , 2012 ) . Lab Operation The nucleus of root cell research lab operation is requirement for regular cleansing by its well-trained staff and rigorous monitoring processs by a nominative member. Appropriate airing must be provided to avoid possible beginnings of moistness or fungous growing. As the lab do non hold a â€Å"clean room† , it can utilize a high quality air conditioner and dehumidifiers together with hygienic patterns such as the usage of laminar flow goon, disposable points, clean gloved custodies and germicide with 70 % isopropyl alcohol in H2O ( Inamdar et al. , 2012 ) . Facilities or Equipments Considerations Sterile country Clean, quiet and no through traffic. Separate from carnal house and microbiological research labs. Preparation country Better to hold prep room and civilization country separated. Wash-up country Sink. To guarantee the custodies are free from sources before and after the experiment. Get entree to the running H2O when in demand e.g. combustion, chemical spill. Tissue civilization country Class II Biosafety Cabinet ( BSC ) Carbon monoxide2brooder. Microscopy Phase-contrast microscope. Dissecting microscope. Photo port. Water bath 37 EsC changeless temperature. Centrifuge machine Low velocity extractor. Vacuum beginning Portable. Supplied by the edifice. 2-L Erlenmeyer flasks with in-line filter To roll up aspirate. Pipet Automatic pipettor, rechargeable, Pasteur pipetor. Micropipettors 2, 20, 200 and 100  µl Storage countries: Liquids – ambient – 4EsC – 20EsC Glassware. Plastics. Specialized equipment – closet, drawer. Small points. Chemicals – ambient – 4EsC – 20EsC ( maintain in certain container ) . Liquid N2deep-freeze. Table 3. Essential demands in tissue civilization installations. Modified from ( Wesselschmidt A ; Schwartz, 2013 A ; Freshney,1994 ) . Figure 1. The layout of the root cell research lab with next washing-up country, sterilisation country, readying country, disposal, the storage and the civilization country suitable for 20 to 30 individuals. Image modified from ( Freshney, 1994 ) . Embryonic Stem Cell Culture Analysis and Quality Control Upon having the new root cell lines, they must be quarantined until mycoplasma testing is done. Mycoplasma can distribute quickly between civilizations and cause defect to cell lines ( Young et Al, 2010 ) . Feeder cells besides should be tested with this trial and if the feeder cells are derived from mouse embryo, they must undergo microbiological trial ( Inamdar et al. , 2012 ) . .udd2efb39e0f99d97bf82acdb662fa6c4 , .udd2efb39e0f99d97bf82acdb662fa6c4 .postImageUrl , .udd2efb39e0f99d97bf82acdb662fa6c4 .centered-text-area { min-height: 80px; position: relative; } .udd2efb39e0f99d97bf82acdb662fa6c4 , .udd2efb39e0f99d97bf82acdb662fa6c4:hover , .udd2efb39e0f99d97bf82acdb662fa6c4:visited , .udd2efb39e0f99d97bf82acdb662fa6c4:active { border:0!important; } .udd2efb39e0f99d97bf82acdb662fa6c4 .clearfix:after { content: ""; display: table; clear: both; } .udd2efb39e0f99d97bf82acdb662fa6c4 { display: block; transition: background-color 250ms; webkit-transition: background-color 250ms; width: 100%; opacity: 1; transition: opacity 250ms; webkit-transition: opacity 250ms; background-color: #95A5A6; } .udd2efb39e0f99d97bf82acdb662fa6c4:active , .udd2efb39e0f99d97bf82acdb662fa6c4:hover { opacity: 1; transition: opacity 250ms; webkit-transition: opacity 250ms; background-color: #2C3E50; } .udd2efb39e0f99d97bf82acdb662fa6c4 .centered-text-area { width: 100%; position: relative ; } .udd2efb39e0f99d97bf82acdb662fa6c4 .ctaText { border-bottom: 0 solid #fff; color: #2980B9; font-size: 16px; font-weight: bold; margin: 0; padding: 0; text-decoration: underline; } .udd2efb39e0f99d97bf82acdb662fa6c4 .postTitle { color: #FFFFFF; font-size: 16px; font-weight: 600; margin: 0; padding: 0; width: 100%; } .udd2efb39e0f99d97bf82acdb662fa6c4 .ctaButton { background-color: #7F8C8D!important; color: #2980B9; border: none; border-radius: 3px; box-shadow: none; font-size: 14px; font-weight: bold; line-height: 26px; moz-border-radius: 3px; text-align: center; text-decoration: none; text-shadow: none; width: 80px; min-height: 80px; background: url(https://artscolumbia.org/wp-content/plugins/intelly-related-posts/assets/images/simple-arrow.png)no-repeat; position: absolute; right: 0; top: 0; } .udd2efb39e0f99d97bf82acdb662fa6c4:hover .ctaButton { background-color: #34495E!important; } .udd2efb39e0f99d97bf82acdb662fa6c4 .centered-text { display: table; height: 80px; padding-left : 18px; top: 0; } .udd2efb39e0f99d97bf82acdb662fa6c4 .udd2efb39e0f99d97bf82acdb662fa6c4-content { display: table-cell; margin: 0; padding: 0; padding-right: 108px; position: relative; vertical-align: middle; width: 100%; } .udd2efb39e0f99d97bf82acdb662fa6c4:after { content: ""; display: block; clear: both; } READ: Mother Teresa (4046 words) EssayIt is important to supervise hESC civilizations as they can undergo familial impetus over clip as they are being kept for a long clip. Karyotyping must be done every bit shortly as the cells are obtained to see the alterations. Besides that, in order to guarantee their pluripotency, several checks can be done routinely such as look intoing for antibody markers through immunofluorescent staining or quantitative PCR and observation of cell morphology. The gilded criterion to guarantee pluripotency is through formation of teratoma tumour in immune-deficient mouse by transfering a hESC cell line ( Lyons et al. , 2007 ) . Skilled Forces Staff must be competent to carry through their responsibilities efficaciously therefore they must be equipped with necessary preparations such as in managing research lab safety and equipments, sterile techniques, cell banking, word picture of cell lines and their safety testing, quality control and record direction ( Inamdar et al. , 2012 ) . The cognition of methods to maintain the hESC in uniform cells is important. For the clip being mechanization is non necessary in root cell civilization as it requires eyes to passage the cells and to find their feeder is subjective. Second, the protocol is developing and the research workers are bettering with it therefore there is no demand for mechanization as the process might alter in the undermentioned experiment ( Koppal, 2013 ) . In decision, in order to run a successful root cell research lab such considerations must be reviewed which includes certification and blessings, established Standard Operating Procedures, research lab planning and design, proper equipment and electric supplies, quality control and skilled forces in order to guarantee smooth operations and consistent informations. Mentions Freshney, IR. Laboratory Design and Layout. In: Ian Freshney, R. , editor. Culture of Animal Cells: a manual of basic technique. 5. New Jersey: John Wiley A ; Sons ; 1994. p. 19-23. Griffiths, T. , Peto, A. , Thorogood, J. , A ; Tiffany, D. ( n.d. ) . Conceptual Design of a Cutting Edge Stem Cell Research Facility. Retrieved from hypertext transfer protocol: //www.engineering.leeds.ac.uk/e-engineering/documents/Griffiths_et_al_for_publication.pdf on 15ThursdayMay 2014 Inamdar, M. S. , Healy, L. , Sinha, A. , A ; Stacey, G. ( 2012 ) . Global Solutions to the Challenges of Puting up and Pull offing a Stem Cell Laboratory, 830–843. Lyons, I. ; Tan, D. ; Schwartz, PH. ; Rao, M. Setting up a installation for human embryologic root cell research. In: Loring, JF. ; Wesselschmidt, RL. ; Schwartz, PH. , editors. Human Stem Cell Manual: A Laboratory Guide. 1. New York: Elsevier ; 2007. p. 389-413. Koppal, T. ( 2013, December 6 ) . Ask the Expert: Puting up a Stem Cell Culture Lab: Dos and Donts.Lab Manager. Retrieved from hypertext transfer protocol: //www.labmanager.com/ask-the-expert/2013/12/ask-the-expert-setting-up-a-stem-cell-culture-lab-dos-and-don-ts # .U37w6nb93D8 on 20ThursdayFebruary 2014 UK Stem Cell Tool Kit.Department of Health. Retrieved from hypertext transfer protocol: //www.sc-toolkit.ac.uk/regulatoryroutes.cfm on 20ThursdayMay 2014 Wesselschmidt, R. L. , A ; Schwartz, P. H. ( 2013 ) . The Stem Cell Laboratory: Design, Equipment, and Oversight.NIH Public Access, ( 6 ) , 3–13. Young, L. , Sung, J. , Stacey, G. , A ; Masters, J. R. ( 2010 ) . Detection of mycoplasma in cell civilizations. Nature Protocols, 5, 929–934.

Glengarry and good faith essay part 2Essay Writing Service

Glengarry and good faith essay part 2Essay Writing Service Glengarry and good faith essay part 2 Glengarry and good faith essay part 2Glengarry and good faith essay part  1However, the film makes the audience think of true motives which drive people to launch the pursuit of wealth. Moss is apparently ready to steal shares to become wealthy, while Levene has a different motivation since he wants to save his daughter and commits the crime as the way to earn money for the treatment of his daughter. In this regard, the action of Levene does not look absolutely immoral, even though it is definitely a crime from the legal standpoint. However, the motive of Levene is justifiable from the ethical standpoint since the salvation of his daughter was a reasonable pretext for committing the crime.Moreover, Levene turns out to be forcefully involved into the crime by Ross, who schemed the crime and elaborated the plan. More important, it was Ross, who forced Levene to commit the crime. In such a situation, the ending of the film gives implications that business is very complicated and no on e can foresee what can happen next. For instance, Levene has got the offer from Roma to become his business partner, but as Levene has committed the crime he will definitely lose its opportunity. Such ending is probably the attempt of the director of the film to show that any crime leads to the punishment of the offender. However, such ending also gives implications to the injustice and evil nature of business. To put it more precisely, the main character, Levene is apparently ready to do everything to succeed but business turns out to be too cruel for him and he cannot find the right way to success.At the same time, the film shows that people are pursuing wealth as the main purpose of their life since wealth brings everything. For instance, Ross and other salesmen are looking for any opportunity to become wealthier than they are at the moment. Even Levene views the wealth as the way to save his daughter suffering from a serious illness. In other words, the wealth is the main purpos e of their life because they believe they can buy everything they want, if they have money.However, such worldview contradicts to many ethical theories, which tend to prioritize the morality over material benefits. In this regard, the film as well as the book shows the loss of spirituality. Joe, who grew up in a very religious family, where parents discussed salvation every day along with the price of tomatoes (Smiley, 59), cannot find his way to success because his spirituality and moral values raise unsurpassable barriers on his way to the successful business development because business has nothing to do with morality, ethics and spirituality. Similarly, the film depicts the main characters, who are absolutely deprived of spirituality. They have no moral values and norms that will guide them throughout their lives. Instead, they focus on ripping off all the money they can, even if they deceive or even steal money from other people.The total loss of spirituality becomes the mainst ream trend in the contemporary society and the book and film uncover this trend to the full extent. In such a way, they show that people become enslaved by their desire to become wealthy, whereas the wealth itself is worth nothing. At any rate, the main characters of the book and film view their business as the main point of their life, while there are issues which they cannot buy. For instance, the daughter of Levene is ill and he cannot buy health for his daughter. The problem is not the shortage of money but the problem is the lack of health and related problems his daughter has. However, he believes sincerely that money can solve all his problems.Furthermore, characters of the film and book have no other priorities in their life but their business. Even Joe, who grew up in the religious family, has lost his spirituality and he views believes of his parents ironically and he feels contempt to those beliefs of his parents. At the same time, his spirituality is probably not totally lost as is the case of Marcus because he is not ready to deceive his business partners so far.At the same time, it is worth mentioning the fact that the film and book uncover the degradation of morals of the contemporary society, where everything is for sale. The business brings people money but leads to the moral degradation. For instance, Marcus brings considerable changes to the community since he is the first person, who is absolutely free of any morals norms and values and he is ready to commit any act, including crime, if it makes him richer. Remarkably, community members learn fast to ignore any moral norms and values. The community steadily slips to adultery, disrespect to each other, offenses and the total loss of spirituality. Marcus changes the worldview of people in the community making them believe that they can make money from everything.The similar trend can be traced in the film, where the main characters are degenerates, who view deception as a norm and, more impor tant, they have made deception, scheming and abuse of moral norms an integral part of their life. They are just like Marcus ready to commit any crime, if it makes them richer. As a result, they eventually do commit the crime just like Marcus. In such a context, it is possible to trace the clear ties between crimes and desire of people to become wealthy. In their ultimate manifestations, those efforts to become wealthy end up in either the crime or disaster. Since offenders depicted in the film and the movie steal money from their business partners, while their business partners suffer from financial losses and face a risk of bankruptcy. In such a situation, the film gives a hop that the crime will be investigated and offenders will be punished but the director leaves the denouement in suspense intentionally to make the audience think whether there will be any punishment at all or, probably, the criminals will use one of their immoral schemes to avoid the punishment. For instance, Le vene has already tried to bribe Williamson twice. Therefore, he probably can try bribing the authorities to avoid the just punishment for his crime.In such a way, people turn out to be slaves of money and wealth but the main characters depicted in the book and film are apparently unhappy. The film and book show that the wealth does not make people happier. On the contrary, their anxiety grows stronger the richer they become. The main problem of the main characters of the book and the film is the deep-rooted belief that money can buy everything but this idea is intrinsically wrong and violates basic ethical norms. The pursuit of wealth dehumanizes people and they violate basic ethical norms. They fail to understand that there are things that are much more important than money, like health, family, happiness and others.Furthermore, the main characters of the book and film are conformists since they try to adapt to circumstances instead of changing them. They are looking for the easies t to resolve their problem, as was the case of Levene, who tried to talk to Williamson to persuade him not to fire him. Also Marcus prefers to steal money, when he has them at hand and when he sees the option to take the money and get away fast remaining unpunished for his crime. In such a way, the main characters of the book and film do not even think of changing their life or their environment. For instance, real estate salesmen in Glengarry Glen Ross do not even try to change their performance. Instead, they look for other options to stay in the company or in business. For instance, even Roma, who holds the leading position in the team, prefers to launch a new business to stay in business rather than trying to dissuade Williamson from changing the policy of the company. The salesmen are not ready to change the way they work and they will apparently keep deceiving their customers to earn more money.Thus, the film Glengarry Glen Ross and the book Good Faith depict the moral degrada tion of the main characters under the impact of the dominant culture oriented on the pursuit of wealth. The film and book reveal the destructive impact of the pursuit of wealth on the morality of people. In fact, business has the dehumanizing effect on the main characters since the most successful characters are the least moral ones.