Exploring The Dark Side. Review of hacker sites Essay

Investigating The Dark Side. Audit of programmer destinations - Essay Example To be sure, as Gold (2001) contends, there is a superseding propensity to see of all programmers as plan on the getting to in any case private data with the end goal of criminal use and benefit. Surely, a not unimportant level of hacks into corporate databases is persuaded by definitely such a goal yet a similarly noteworthy rate is propelled by the aim to uncover security defects. The purpose to uncover, as Gold (2001) fights, isn't joined by a basic crook or monetary inspiration yet essentially by the assurance to demonstrate that the security frameworks which organizations have put a lot of cash in are, for sure, imperfect and effectively entered by proficient programmers. Strangely, the four destinations referenced seem to prove Gold's (2001) contention. The specialized data gave in these destinations can be deciphered as hacking direction data at the same time, more fundamentally, it focuses on existent security defects and information powerlessness. In its declaration of a four-day programmer gathering, the Cult of the Dead bovine adequately confirms that programmers have a helpful task to carry out in the securitization of data. For instance, the referenced gathering declaration is joined by a call for papers on arrange entrance, malware age and, significantly, organize security. The suggestion here is that programmers are effectively associated with the investigation of system security blemishes, parts of system helplessness and data fighting methodologies, as dependent on existent defective security and recommend techniques for the goals of these shortcomings and vulnerabilities. As may have been derived from the first passage, Cult of the Dead Cow might be seen of as a positive commitment to data confirmation and the way that this announcement might be stretched out to grasp proficient programmer networks fundamentally, is set up through a survey of I Hack Stuff. The last webpage is very useful on the grounds that it builds up the degree to which information and systems are defenseless by showing how as far as anyone knows delicate and amazingly secure data, for example, head login data, client records and sites' part databases, including passwords, may all be gotten to through a google search. I Hack Stuff gives a considerable rundown of the google search terms that one needs to enter so as to get to this data and after trying different things with it, I found that the data is substantial. Absolutely, the data which I Hack Stuff gives might be deciphered as a quick and deplorable moral infringement to the extent that it coordinates amateurs, or experimenters, towards the area of data which takes into account the fruitful hacking of as far as anyone knows secure sites. Taken from another point of view, in any case, such data might be deciphered as a useful commitment to information and data confirmation. It uncovered security imperfections and

Legal Ethics in Singapore

Legitimate Ethics Laws, guidelines and sets of accepted rules endeavors to characterize measures of conduct for attorneys in the public arena. They structure a significant piece of the jurisdiction’s administrative procedure. These laws and sets of accepted rules request a specific standard wherein lawful experts ought to hold fast to in their expert and private lives. It likewise speaks to a standard of moral conduct characterized by administrators and expert bodies. In Singapore, there are various essential wellsprings of lawful morals. Coming up next are the fundamental wellsprings of lawful morals: * The Legal Profession Act Subsidiary enactment * Practice bearings from the courts * Practice headings structure the Law Society * Judicial choices and suppositions on lawful morals Lawyers are bound to these laws and guideline and must stick to them constantly in order to not straw away from moral conduct or to a harsher degree of being prohibited from specializing in legal ma tters in Singapore. Basically, a lawyer’s obligation can be sorted into two fundamental gatherings. They are the legal advisors (I) obligation to the court and (ii) obligation to the customer. The tables underneath clarify quickly, the different obligations attorneys have to the court and to their customers. Lawyer’s obligation to the Court Duty | Explanation| Truthfulness in Court| †Rule 2(2) A Professional Conduct Rules-Must not misdirect the court| Responsibility to Client’s Conduct| †Responsible for client’s direct and portrayal of the case| Honoring Undertaking to the Court| †A Lawyer’s word must be his bond| Respect for the Court| †Lawyer’ lead must be reliable with standing, pride and authority of the court | Responsibility in Assisting Administrative Justice| †Lawyers are officials of the court| Lawyer’s obligation to the Client Obligation | Explanation| Honesty| †Honesty in all dealings with the client| Diligence and Competence| †Lawyer is relied upon to practice fundamental abilities and steadily put forth a concentrated effort to the case| Confidentiality| †Obligation to keep up classification of all correspondence among him and client| Conflict of Interest| †Lawyer’s direct should not be impacted by close to home or private interests| A lawyer’s challenge is to adjust his duties to help the court with his obligation to take care of the wellbeing of his customer. Basically, his obligation to the organization of equity is weighed higher than the obligation he has to his customer. Notwithstanding, it achieves a worry for legal advisors while safeguarding their customers. This can be found in circumstances in where an attorney needs to practice his judgment in acquainting proof with the court. On the off chance that the legal counselor doesn't practice his judgment in the kindness of the court, he is putting his customer off guard. In this manner it is critical that a legal counselor carries out cling to his obligation to the court without trading off the position or instance of his in any capacity for it to be favorable for all gatherings.

Research About Civil Engineering And Its Development - 1650 Words

Research About Civil Engineering And Its Development (Research Paper Sample) Content: Name:Tutor:Course:Date:Civil Engineering - EnvironmentIntroductionApart from affecting the physical and emotional welfare of building occupants, the interior design and lighting system is a main source of internal heat. The materials used influence the aesthetic condition of the place and also the convenience of a building. In large buildings, such as halls, an approximate of $ 2 million can be spent in interior materials and lighting system. The environmental impact of these two factors is very important in construction. A lighting system that uses both ordinary and electric sources can give a comfortable and visually appealing environment. Recently Developed energy saving lighting equipment can be utilized to help reduce the lighting cost while retaining lighting quality. This will minimize negative environmental impact and promote health and workers productivity.LightingIn designing a quality lighting environment, the equipments chosen should satisfy both per formance and aesthetics requirements. The selection of the equipment should be on the basis of balance between the necessities of the design and the urge to limit the number of lamps. This will result to a reasonable maintenance inventories. Lamp selection should be on the basis of efficacy, color temperature, availability, and cost and lumen maintenance. For example, in todays building industry, T8 and T5 linear fluorescent lamps are used in lighting (Muir Woodb 68). This is attributed to their energy saving properties, long life, and easy to control. Their visual performance is also very high. All standard bulbs should be replaced with CFLs and motion -detector light installed. The figure below shows a power saving fluorescent lamp(Muir Woodb 79). lefttopInterior wallsIn the interior walls, reinforced concrete construction is preferred. Load bearing walls should be used wherever possible to eliminate interior columns. If columns are necessary, steel pipe or tube like columns ar e better, since concrete columns tend to become chipped and are difficult to maintain. Exposed structural shapes overhead must be enclosed in concrete or metal to prevent dust accumulations. Structural supports must be well filled at the floor junction with sloped concrete or welded metal shields to facilitate cleaning and minimize dust and debris accumulation. Walls that are faced with some material (sheathing, veneer panels and other types of wall covering) should be avoided because they may become insect harborages ( Muir wood 78). Exceptions to this are sanitary plastic panels that are completely bonded to the wall. Reinforced concrete is preferred. The interior facing of the wall may be encrusted with epoxy paint, earthenware tile, and glazed bricks. These provide excellent, cleanable, and attractive wall coverings. Lead or cadmium based paints are unsuitable since they are harmful to human health. The following diagram shows a reinforced concrete wall.( Meritt e.tal 197).Door s and doorwaysThe construction of doors in Hall should be reduced to the bare minimum required for safety and reasonable access. Doors and frames that are no longer needed should be removed completely and the spaces properly blocked. Exterior doors of all types should fit tightly with maximum allowable gaps. Personnel doors that might be wetted during usual routine should be solid core and coated in stainless steel ( Meritt e.tal 285). Door jambs in wet areas should be constructed of a rust-resistant material and must not be hollow. Large freight doors receive considerable abuse from forklifts and other heavy equipment; hence they must be ruggedly constructed to maintain correct fit and ease of use.CeilingPaneled ceiling can also be effective however careful attention must be given to the types of panels chosen and the inspection schedule for the dead space above the panels. In the absence of paneled ceilings , ceiling surfaces have much the same sanitary requirements as walls that is ,they should be easy to clean and impervious. Ceilings are painted when a coating is absolutely essential and then only with an epoxy paint or alike productFloorFloors should be impermeable to water, deficient of cracks and crevices. It should also be resistant to chemicals. The type of floor that will suit individual hall depends, in large measure, on the type on the amount of traffic to which it is subjected .for example, tile floor for wet areas e.g gents, sealed concrete for study areas. Although not without its limitations, treated concrete is probably the most satisfactory and generally acceptable material for the construction of floors in such buildings. Tile floors form an excellent surface. However, with heavy wear, tiles may lose some of their grouting which results in infiltration of water beneath them. To av...

Racial Discrimination African American Adolescents ...

For this final research paper I chose to discuss racial discrimination and focus on content from an article entitled: The Inï ¬â€šuence of Ethnic Discrimination and Ethnic Identiï ¬ cation on African American Adolescents’ School and Socioemotional Adjustment by Carol A. Wong, Jacquelynne S. Eccles and Arnold Sameroff. This article focuses on the racial discrimination in schools and predicts how it may change academic and psychological functioning of African Americans and whether or not their ethnic identity can be related to such changes. Racial discrimination is an issue everywhere, but we see it in Chicago public schools towards the students considered minorities, which often times refer to the students of color. I will do my best to compare how African American students and other races are impacted academically and/or psychologically through what they experience at school from their teachers and peers—limiting how their home life influences their academic performa nce as well as psychology. Wong has focused his study on ethnicity and psychological development, one of many approaches and only a small portion of how ethnicity influences development; I will include some personal thoughts of mine as well as concepts I have learned from class and other readings. Some things to keep in mind when accessing a child and his/her performance in the classroom are social situations and psychological processes—including stereotypes, experiences of ethnic discrimination, ethnic identity, and

Persepolis Is A Book Written By Marjane Satrapi - 1243 Words

Persepolis is a book written by Marjane Satrapi. This book is about her childhood life and experience through the Islamic Revolution. This book can be read through Social Power Theory Lense. Throughout this book, Satrapi is trying to illustrate that people in power use money and class to influence and control another group of people by forcing their ideas onto them. Satrapi wants to express her feeling of how Social Power Theory influenced the Iranian people back in the 1979. Through the lense of Social Power Theory, power is being used to manipulate another group of people in the Iranian society in this book. Social Power Theory is clearly evident in â€Å"The Water Cell†. This section of this book concerns itself with how the British want oil from Iran. A powerful country can influence another country by forcing their ideas onto the Iranian people. Back in the days when the Shah’s father was in control, he was being manipulated by the British. â€Å"He was an illiterate low-ranking officer† (Pg. 20). British are full of knowledge. Thus, power is held being in those who are educated. In order for them to exploit the natural resources, they knew that they must target someone who was uneducated. Since British knew that the Shah’s father was uneducated, they targeted him to get the oil from Iran. It was easy for them to manipulate, use their power and wealth to get him to believe in them. The shah’s father sees this as an opportunity because he lacked power and education. He didn’tShow MoreRelatedPersepolis Assignment1402 Words   |  6 Pages Satrapi states in the introduction of the 2004 Pantheon version of The Complete Persepolis that Iran, an â€Å"old and great civilization[,] has been discussed mostly in connection with fundamentalism, fanaticism, and terrorism.† She expresses that, â€Å"as an Iranian who has lived more than half of [her] life in Iran, [she] know[s] that this image is far from the truth. This is why writing Persepolis was so important to [her]. [She] believe[s] that an entire nation should not be judged by the wrongdoingsRead MorePersepolis: A Script on the Iran War Essay930 Words   |  4 Pages Persepolis is a graphic memoir of Marjane Satrapi. The book has received multiple accolades and citations for its realistic and well-written script as well as its commitment against totalitarianism. Satrapi writes (and draws) of her life during the war between Iran and Iraq. It has both literal and symbolic meanings hidden among the drawings, as it also shows the hardships she faced in other co untries and even, at times, in her home country of Iran. It helps to show the past and somewhat presentRead MoreIranian Revolution and Comic Book Persepolis1136 Words   |  5 PagesPersepolis The memoir of Marjane Satrapi growing up in Iran is written as a very personal account in the comic book Persepolis. This is a story that describes her life during the Islamic Revolution which includes her moral, physical, religious, and psychological struggles she endured. Being the setting of a bloody war with Iraq, Iran was not the ideal environment Marjane’s parents wanted her to grow up in. Persepolis represents a unique life of a child in Tehran, Iran and the actions she tookRead MorePersepolis Context Analysis908 Words   |  4 PagesPersepolis is an autobiographical graphic novel, visually portraying the life of Marjane Satrapi and her experiences growing up in turmoils times. The novel recounts the stages in her life as she grows older, this follows her life going from a child growing up in the new Islamic regime that governed Iran to moving to Austria and France and being a teenager in the western world. Marjanes documentation of her life also allows for an exclusi ve insight into what life is like a religious and authoritarianRead MoreFor Anyone Unfamiliar With Computer Errors, Error 404 Is1443 Words   |  6 Pagesconnection to it. In Persepolis, Marjane Satrapi uses the comic genre to interest the reader visually through images, connect the audience to the main character through relatability, and educate the reader on the misconceptions of Middle Eastern culture. In Satrapi’s comic, interest begins with the appealing medium in which the story is presented. In order to understand the full appeal of Satrapi’s comic, it is first important to look at this chosen medium as a whole. Comic books are a heavily influentialRead MoreAnalysis Of Persepolis And The Sub Themes1399 Words   |  6 PagesThe personal nature of the story from the perspective of Marjane is one of the overarching themes within the book Persepolis, and the sub themes that will be displayed are revolution, imperialism, nationalism, religion, and social class. These themes can be related back to the main theme because of how they share traits between the book and the image themselves. The image shows Tehran, Iran after the election of Mahmoud Ahmadinejad, which was very controversial (AFP/GETTY, Online). Many people thoughtRead MorePersepolis Book vs Persepolis Movie Essay538 Words   |  3 PagesA movie-adaptation is the transfer of a written work. The most common form of a movie-adaptation is the use of a novel, such as the book Persepolis, written by Marjane Satrapi, written as a childhood memoir. The story is about a young Marjane growing up in Iran during the Shah dynasty, Iranian Revolution, and Iran-Iraq war during the late 1970s and early 1980s. Not only did Marjane Satrapi wrote the novel, but she also directed the film about the book. Sadly, the work of a movie-adaptation doesntRead MoreWhy Marjane Satrapi Graphic Form1803 Words   |  8 PagesWhy Marjane Satrapi chose to tell her story Persepolis in the graphic form The graphic novel Persepolis by Marjane Satrapi was written in the graphic medium to appeal to a wider audience. Literary critic, Manuela Constantino, proposes that â€Å"the combination of a visual representation and a child’s point of view makes the story easily accessible and therefore attracts a wide range of readers.† (Constantino, 2008: 2) Another plausible reason for Satrapis choice to do the novel in this medium is theRead MorePersepolis, By Marjane Satrapi, And Things Fall Apart1333 Words   |  6 Pagesmisconceptions and stereotypes. Two novels, Persepolis, By Marjane Satrapi, and Things Fall Apart, By Chinua Achebe, take their works and shatter the stereotypical views of their cultures (Native Africans and Iranians) made by the western world. They show you that what you always hear about one culture or individual may not always be accurate, and the only way to learn about one’s culture is to learn the facts. Persepolis is a graphic novel written by Marjane Satrapi. The novel is Satrapi’s memoir aboutRead MoreHistorical Context Of Persepolis By Marjane Satrapi s Persepolis 761 Words   |  4 PagesLiterature I 3 November 2014 Part I: Historical Context Persepolis was written by Marjane Satrapi and was published in 2004. Marjane wrote this book to tell the life that she was living and the difficulties she faced. Persepolis takes place at the same time as the Islamic Revolution. The Islamic Revolution is seen to be one of the most important events to take place in Iranian history. This is significant to know while reading the book because it shows how the revolution affected the people of

Deals Performance A Geographical Location â€Myassignmenthelp.Com

Question: Discuss About The Deals Performance A Geographical Location? Answer: Introduction Economics, as a subject, deals with the performance of a geographical location, in terms of the productive activities, which are measured in terms of demand and supply forces, in monetary terms. Over the years, the subject had undergone huge changes and dynamics with respect to time and place. The essay tries to discuss the different aspects of the Christian worldview of the subject, economics and their applications in the field of the subject Economics. Economics is widely known as a subject of scarcity and allocation. The primary problem, which economists deal with, is that every resource in the world is limited. Given this scarcity constraint, the primary challenge of the subject becomes efficient utilization and fruitful allocation of all the resources present; to achieve best outcomes in welfare and productivity terms (Barnett and Morse 2013). The essay discusses the different aspects of the Christian worldview and their applications in the field of the subject Economics. This worldview tries to seek relevance of the current day economic situations and incidents with the ideas of a society given in Bible and tries to provide solutions or suggestions regarding the eradications of those problems, according to the Biblical principles (byFaith, 2017). The purpose of this essay is to further elaborate the different aspects of the applicability of the Bible-based worldview in the current day economics and to find the connection, if any, of this worldview with the contemporary economic crisis. Christian Worldview of Economics According to the Christian school of thought, the problems that humankind faces in the current days are a result of the failure or the fall of man himself. Christ-based worldview suggests that men were given the role of supervising the creations of God. However, with due course of time, greed and unethical ways of doing things to achieve materialistic pleasure, took away the title of stewardship from men (Kim, McCalman and Fisher 2012). Economics, as a subject of science, started losing the ethics and the strong spiritual background it had in the past. This school tries to bring back the ethics in economics, keeping parity with the spiritual foundation they have. The Christ-based view of economics has several aspects, few of which are discussed as follows: The primary aspect of the Christian school of Economics is that it is a supporter of Capitalism. The general notion of Capitalism though does not go with that of the standard notion of equity and welfare, the Christian school of thought differs. According to this view, it is not just to distribute the fruits of hard work of a few capable people among all the people of an economy, including the non-productive ones, in the name of equity and over-all welfare, the latter being the key component of Communism (Maritain 2012). The Christian school argue that God allocated only that much of facilities to people, which they deserve according to how much work they have done (Shaharir 2012). They draw reference from the incident of failure and starvation of the pilgrims Plymouth Rock, America, 1620. It is mentioned in the Bible that the pilgrims tried to set up a society resembling the communist pattern which failed because the hard working class lost their interest to produce more because the ir hard earned fruits from labour had to be shared with the non-working class, thereby resulting in an over-all down size in the production level. This aspect though sounds a little rude on the society as a whole, does hold relevance in current economic scenarios as well. Common property resources are always a matter of debate and exclusion (Mahanta and Das 2012). For example, if there is a common grass field for gazing of cattle in a particular village, all the villagers are entitled to the facility. However, grass is not abundant and the consumption of grass of one portion of the field by ones cattle automatically reduces the share for other persons cattle. Every economy across the world experiences the problem of Free Riders, especially in the public sector (Battaglini, Nunnari and Palfray 2012). The taxpayers money used to develop infrastructures of a country benefit the non-tax payers as well, thereby reducing the willingness of the taxpayers to contribute to the economy. Merit goods like education, though should be ideally provided to every citizen of an economy by accounting government often faces lack of sufficient numb er of providers due to this problem of shared welfare. The Bible-based view of economics understands that production is a significantly important ingredient of the subject. In fact, it is the key focus of economics. Production should be based on the needs of human beings and the products should be available to those needing them, at affordable prices. Keeping that in mind, the Christian school of economics argue that production should be done keeping in mind the business perspective as well. Production should create profit or surplus, even after compensating the factors participating in the process. This profit is an important constituent of future expansion of production as well as the growth of the future economy. The second aspect of this school deals with the profit angle of production. This notion of profit in business is highly applicable in the study of economics. Profit serves as an incentive to the producers and increases their willingness to invest in production process (Mel and Schlag 2015). In many cases, the will to earn more and more profit does pose welfare problems in the economy, in the form of under-payment or unethical over-utilization of the other factors that are participating in the production, especially labour. In spite of that shortcoming, profit remains one of the key incentives among the investors to invest and produce. Another significant aspect o this worldview is its concept of scarcity. Scarcity is always treated as the primary problem of the subject of economics. As discussed earlier, all the important economic decisions of a country or any individual depends on how much resources are present, what are the needs to which these resources should be allocated and how much of the resources to be allocated to which sector of need. The overview of this problem will give a notion that scarcity is bad and driving out scarcity will lead to solution of all the economic problems worldwide. However, the Christian school differs from this perspective. According to them, poverty is the real economic hurdle scarcity is not. God wanted men to face scarcity along with free will to choose. This means, in the face of scarcity only, human beings learn to acknowledge the true value of resources and use them judiciously to produce as much as possible. Had all the resources been abundantly present in a society, people would not have felt the urge to be productive at all, thereby leading to the downfall of the society (Claar and Clay 2015). This aspect too, like the previous two, holds true to some extent in study of economics nowadays. Inefficient utilization or abundant wastage of economic resources invariably leads to a constantly degrading economy with deficits in every sector. Poverty, inequality, lack of provisions to meet bare necessities and under-development are all by-products of inefficient production directly or indirectly (Stapleford 2015). Conclusion It is evident from the above discourse that though the Biblical worldviews are dated centuries back, they still hold much relevance in the current day world; at least as far as the subject economics is concerned. Most of the principle and foundations of this school of thought tries and explains the real life economic issues to considerable extent, not compromising with their spiritual way of thinking. It may be true that economic problems are far complex and the degree of their complexity has been ever increasing with time. Even then, the Christ-centred, Bible-based worldview has not completely lost its applicability in the field of economics. Modifications specific to current world, incorporation of new ideas and theology in this school may lead to a robust foundation of an entirely new outlook of studying economics in due course of time. References Barnett, H.J. and Morse, C., 2013.Scarcity and growth: The economics of natural resource availability(Vol. 3). Management. Battaglini, M., Nunnari, S. and Palfrey, T., 2012.The free rider problem: A dynamic analysis(No. w17926). National Bureau of Economic Research. byFaith. (2017).Christianity and Economics. [online] Available at: https://byfaithonline.com/christianity-and-economics/ [Accessed 29 Jul. 2017]. Claar, V.V. and Klay, R.J., 2015.Economics in Christian Perspective: Theory, Policy and Life Choices. InterVarsity Press. Kim, D., McCalman, D. and Fisher, D., 2012. The sacred/secular divide and the Christian worldview.Journal of Business Ethics,109(2), pp.203-208. Mahanta, R. and Das, D., 2012. Common property resources degradation and migration: a case study of Assam.Journal of Human Ecology-New Delhi,38(3), p.223. Maritain, J., 2012.Christianity and Democracy, the Rights of Man and Natural Law. Ignatius Press. Mel, D. and Schlag, M. eds., 2015.Humanism in economics and business: Perspectives of the Catholic social tradition(Vol. 43). Springer. Shaharir, B.M.Z., 2012. A new paradigm of sustainability.Journal of Sustainable Development,5(1), p.91. Stapleford, J.E., 2015.Bulls, Bears and Golden Calves: Applying Christian Ethics in Economics. InterVarsity Press.

Pupil free essay sample

Concert Music Is one of the most Important art expressions, lots of feelings and values can be expressed, and of course lots of stories can be told too. I like many music styles, from classical music to rock and even folk music. One of my favorite musicians is Sting, he is a great singer, bass/doubles player, a great song writer and an actor too. His style is a mixture of many styles, such as pop, Jazz, blues, soul, reggae and much more. One of my favorite songs Is Shape of my heart, Sting is a brilliant and clever Caucasian, a great song writer and one hell of a performer.I love the mood, emotion and passion of Stings music. And there are so many songs you can really connect to. With incredible musicianship, Sting combines rock, jazz and blues like nobody else, and his distinctive, powerful voice never disappoints. We will write a custom essay sample on Pupil or any similar topic specifically for you Do Not WasteYour Time HIRE WRITER Only 13.90 / page My favorite album is the Nothing Like the Sun Sting was born on October 2, 1951 in Newcastle-upon-Tine, a large industrial city in Northumberland. His real name is Gordon Mathematics Samara. His mother had a miscalculation. She taught her son to the wonderful world of music by teaching IM to play the pianoforte his childhood.An American drummer Stewart Copeland noticed him,and persuaded him to do rock. He got the nickname Sting because he loved to wear black sweaters in a gold stripe, which made him look like a bumblebee. In 1981, Sting left the group,and in 1985 he released his first solo album The Dreamed The Blue Turtles. The most popular songs 0 Russians 0 Roseanne Englishman In New-York C] All For Love 0 When We Dance 0 Brand New Day 0 Ill Be Mammals You Shape Of My Heart Favorite My favorite song Is Englishman In New York.Sting wrote this song about himself, about his life In the USA. Some lines from it dont drink coffee I take tea, my dear,l like my toast done on the sideband you can hear it in my accent when I talk an Englishman in New York Today, I listen to a lot of folk songs with my child who is three years old. My son is very fond of folk songs, especially Coolant Kodiak and Bell Bartok songs and choral works. When I was 7 years old, I went to the Coolant Kodiak elementary school, so I know a lot of folk songs. My sons favorite Hey Vary;nIf you have time, I often listen to the radio, I like almost all genres. I like any kind of music and I have already been to deferent concerts with my friends The members of hooligans known each other since childhood and had even played together. In 1996, the band was founded Hooligans, The band consists of four members There are plenty of awards and recognition received in recent years. In the future, I will want to go to a concert hooligans. My husband and my child loves this band. We listen this music in the car when we travel somewhere.

DNA Profiling and Its Impact On Law Enforcement essays

DNA Profiling and Its Impact On Law Enforcement essays DNA has freed many wrongly convicted criminals, locked up murders and rapist and criminals of lesser crimes. Crime Investigators owe it to DNA to making their job so much simpler and accurate, they can place a certain person and a scene in a instant. DNA was the help all court rooms were looking for, so that the right criminal would receive the penalty they deserve while the good man walks away. Sure a murder weapon and some words can prove a lot, but DNA can place a person there and go into simpler little details. DNA profiling is a common word in courtrooms these days, if your lawyer defending a murder chances are youd be wishing youd have a strand of DNA. DNA is basically foolproof all you need to do is link a certain person to the scene then you got them there and find a motive DNA also known as Deoxyribonucleic acid is defined as a nucleic acid consisting of large molecules shaped like a double helix; associated with the transmission of genetic information. Some may think right away it shouldnt be hard to catch criminals with DNA, however not all states or provinces use DNA profiling. The cost is to high for some places, other places just dont have the technology and of course some do have DNA profiling but dont have a lot of specimens in their system which usually means they need the suspect to give a DNA sample then compare to the ones found as the scene of the crime. Deoxyribonucleic acid, is a natural for crime-solving. It holds an individual's unique genetic code and is carried in most body cells. Patterns in DNA often are present in blood, semen and other evidence left at the scenes of violent crimes. (See Figure 2) But dont understand this wrong, im sure everyone has seen an episode of either Law and Order or CSI , I personally watch both those shows everyday. They make DNA test ...

An Essay on Responsibility in A Separate Peace

An Essay on Responsibility in A Separate Peace A Separate Peace: Responsibility A responsibility is something for which one is held accountable. Often people say that one is responsible for one’s own words and actions; if something happens as a result of something one does one is responsible for it. But is it possible that something could be the result of various actions from different people who are therefore equally responsible, or is there always one person who is most responsible for the incident at hand? Such a situation where this question is relevant is present in the novel A Separate Peace by John Knowles. In the novel, the main character, Gene, ponders his responsibility for the death of his best friend, Phineas or Finny. After reading Gene’s account of the events that led to Finny’s death the reader may observe that there are three people who are all partially at fault for Finny’s death. Gene, a classmate named Brinker, and Phineas all had something to do with the incident, but who was most responsible for it? Gene is probably the most obvious to blame for part of Phineas’ death. Gene clearly feels guilty, that is why he returns to the tree fifteen years after the fact, for some sort of closure. As Gene and Finny were about to jump from a tree branch into the river together, Gene shook the branch causing Phineas to fall into the river unexpectedly and hurt his leg. Later on, when Phineas re-injured his leg and was having it set in a routine operation, he passed away. The doctor said that it was probably because some marrow entered his blood stream and caused his heart to stop. But if Finny had never fallen in the first place he would have not been on that operating table. Therefore, indirectly an action of Genes eventually resulted in Finny’s death. But was this action done consciously? The author does not specify. â€Å"My knees were bent and I jounced the limb†(Knowles p.52) says Gene in his account of the incident. â€Å"I jounced† is an active verb but †Å"were bent† is passive meaning that some unknown force bent Gene’s knees and as a result of that he jounced the limb. Since this action was not totally Gene’s he is not thus totally responsible for the fall or the events that occurred as a result of it. Brinker, Gene and Finny’s classmate was responsible for the circumstances that lead to Phineas’ second fall. Brinker suspected that Gene was responsible for Finny’s first fall and begrudged him somewhat for not enlisting in the army with him when he had wanted to. It was Brinker who called together the trial in which Gene was prosecuted for purposely causing Finny to fall off the tree. But even if Gene was to blame for Finny’s first fall, it was not necessary to drag Finny out of bed in the middle of the night and put him through such emotional turmoil when he was still physically vulnerable from the accident. If Brinker had not organized the trial Finny would have never rushed out in such an upset manner causing him to fall and hurt himself again. The doctor was not sure why Phineas died. â€Å"In the middle of it [the surgery] his heart just stopped. I can’t explain it.†(Knowles p.185) He said. Later on the doctor conjectured that Phineas p robably died when marrow entered his blood circulation and clogged his heart but Gene meant the world to Finny. The idea Brinker introduced to Phineas that his best friend would betray him hurt Phineas severely and maybe even caused him to loose the will to live. Brinker’s actions were crucial to Finny’s death and since they were done with cruel intentions Brinker is largely responsible for the death of his classmate. Surprisingly enough Finny is partly responsible for his own death. He knew that jumping off the tree into the river was dangerous hence the name of the club â€Å"Super Suicide Society of the Summer Session†(Knowles p.24) whose membership requirement was one jump from the tree. Also, if not for Finny Gene wouldn’t even have come to the meeting the night of the accident, Gene wanted to stay in the dorm and study but Finny used reverse psychology in order to convince him to come. Lastly, it was also Finny’s idea that they jump together rather then alone, risking the possibility that the movement of one could cause the other to loose his balance. If not for any of these incidents Finny would never have fallen to begin with, Gene’s trial would never have taken place, and he would not have found himself on that operating table. This makes Finny largely responsible for his first fall and partly responsible for his death. In conclusion although none of them were conscious that their actions would eventually lead to Finny’s death, Gene, Brinker, and Finny were all partly responsible for it. The one most to blame however was Finny himself, starting a club in which jumping off the tree into the river was a membership requirement was the first in the series of events that eventually lead to his death. If Finny had not done this none of the incidents which Gene and Brinker were at fault for would have ever had reason to take place. Consequently, the person most to blame for the death of Phineas was Phineas himself. As the song goes: â€Å"It is of no surprise to me, I am my own worst enemy.†(Lit Place in the Sun)

Art World Essay Example | Topics and Well Written Essays - 3000 words

Art World - Essay Example It is this position that Danto (1999) saw as misplaced and lacking basis to consider art as coming to an end. Indeed, the basis for revisiting the subject of the end-of-art thesis in the present seminar is to compare the validity of the arguments presented by the two writers in today’s era of art world. The opinions that are going to be expressed on the article will therefore be broad enough to capture the entire relationship between the artist’s power of innovation and the influence it has on art world. Much of the argument would also focus on modern day art so as to have an understanding of the power of the artist in using some of the world’s modernity to transform the art world. In the article, Danto (1999) identifies two modes of thought in art. These are subjective and objective spirits. According to Danto (1999), subjective spirit deals closely with the artist’s cognitive interpretation of the world around him, based on which themes of art world are presented. Largely so, Hegel (1975) had argued that in the application of their subjective spirits, artists have refused to have an awakening of thought that is based on the need for the output of their works to be based on genuine truth about human reasoning. This is a notion that Danto refuses to accept because in the opinion of Dante, generational dynamism is necessary for giving the artist much room to try out more innovation that presents the art world with an era of social thinking that is based on the artist’s own cognitive empowerment. Indeed, taking the arguments presented by the two writers on subjective spirits of artists and presenting it in modern social art, one would say that the new era of artist subjectivity where genuine truth of life no longer exists as the subject matter for most forms of art has been accepted as being fairly befitting for the changing society. A very typical example that can be cited of this is the use of sci-fi art where artists create i deas from their subjective reasoning that are not based on original human reasoning. Indeed, record sales of sci-fi movies and books such as Inception and Men in Black glorifies the point by Danto that the trend of subjective spirit in modern art does not necessarily mean an end to art. There is also the second mode of thought that has to do with objective spirit. Under this mode of thought, Dante (1999) explains in his article that it has to do with the reasoning of art that is taken from a broader social perspective such as political institutions, moral codes and forms of family life. From this score, Hegel had argued that artist are no longer doing society much good from their themes of art work because they had taken new position in the art world where sensationalism had become the order of the day. Yet again, Danto does not see eye in eye with Hegel. In the opinion of Danto, â€Å"It is from the perspective of objective spirit that any institutional theory of art is credibleâ €  (p. 4). This means that once a piece of art that is produced from an objective spirit becomes accepted by society and judged as credible, not much can be said against it in terms of whether or not it is contributing to a dying art world. Clearly, any modern day artist who takes up an objective perspective of art

Eastern Philosopher Letter Personal Statement Example | Topics and Well Written Essays - 1000 words

Eastern Philosopher Letter - Personal Statement Example An individual's life today is determined by the deeds of his past lives and his present deeds in turn would affect how his next lives will turn out to be. In short if an individual commits a good action, traces of its effects would be seen in his or her next several lifetimes, and the same is true for a bad action. The moral quality of an action is determined by the intention with which it is committed, a good action results from a good intention, and a bad intention begets bad action. But Ananda, know that the most significant reason why Human suffering is caused is because of ignorance, which does not leave room for enlightenment; and selfish, egoistical cravings, which make an individual the servant of his or her lusts and desires. Ignorance ensures that an individual does not see the truth for what it is, and so ends up running after things that do not really matter in the path towards attainment of lasting peace and bliss. Due to this ignorance, the individual stays caught up in self-centered cravings which cannot always be truly fulfilled in an uncertain world, where even the best of circumstances can change into the worst in the blink of an eye. The events of this world are mostly beyond human control, and only disappointment and frustration can come of trying to control them. One cannot physically escape aging, death, illness, pain, sorrow, separation and other such avenues of human suffering in this cosmos, and the only way of doing so is to heighten one's spiritual perception of actual reality. Dear Ananda, true release from suffering or nirvana can only come through meditation and self-abnegation, because it is only through these that one can reach enlightenment, and cease to have egoistical cravings. The cycle of reincarnation is brought to a halt through the disciplinary practice of meditation and self-denial, because through these the individual comes to a stage where he or she does not have any self-centered desires. Once the ego becomes non-existent, and the individual stops thinking only about himself or herself, the path for nirvana is cleared. An individual is able to deny his or her self so totally because he or she realizes that what is usually thought of as the Self is not the real Self at all. The real Self is not one's consciousness, nor one's body. It is the spiritual essence within that is essentially free from all worldly contaminations. People forget their natural existence as spirit, and become involved in the temporal illusions of this world, immersing themselves in its transient realities, desiring temporary and materialistic satisfactions. But once an individual knows and accepts his or her original, true nature, the importance of the false self or the ego diminishes by itself. Know, my dear Ananda, that there is human suffering in this world. This suffering has specific and identifiable causes. It can be ended and the way to end suffering is through enlightened living, as expressed in the Eightfold Path I have given you. This path in its components provides guidance for the initial mental outlook of the individual, behavior appropriate for the individual in his or her quest for enlightenment, and the higher mental and spiritual qualities involved in a total dis-attachment from self. The very first of these components is the Right View, which means that to achieve freedom from suffering one has to try and look at reality as it actually is, and to

Kay Sage From Another Approach :: Essays Papers

Kay Sage From Another Approach My room has two doors and one window. One door is red and the other is gray. I cannot open the red door; the grey door does not interest me. Having no choice, I shall lock them both and look out of the window. -Kay Sage The work of Kay Sage (1898-1963) is known to be some of the most abstract art produced during the Surrealism movement. (Chadwick, 1997) Although it does not appear at first glance to be anywhere near as abstract as other Modernist artists such as Sonia Delaunay or Liubov Popova, (Chadwick, 1997. Pg 263 & 267) it has a kind of dreamlike quality about it that transports the viewer to another world. Kay Sage’s From Another Approach (1944) is one of her early works from when she was starting to experiment in Surrealism. Unfortunately, my search did not turn up any criticisms on that particular piece, so I will use criticisms from other similar pieces from the same time period as From Another Approach, 1940 1954.(Suther, 1997. Pg 89-159) Modernist paintings are many times described as being universal because ‘they’re just a bunch of pretty shapes and colors and everyone likes pretty shapes and colors.’ What most people don’t realize is that Modernist art conveys a sense of otherworldly reality through the ‘pretty shapes and colors.’ At first glance, From Another Approach seems to fit in with the Modernism stereotype. Its simple geometric figures grouped almost stylishly on the right hand side (of the viewer) and clever variation of the olive tone give it the perfect ‘living room picture.’ That is, it could be hung on a living room wall not as art, but as a decoration to enhance the living area. This type of association diminishes what the artist was trying to convey. The following is an excerpt from Time magazine, March 13, 1950, on Sage’s painting The Instant. â€Å"I can’t tell you what it would mean to most people, but I do know what it means to me. It’s a sort of showing what’s inside - things half mechanical, half alive. The mountain itself can represent almost anything - a human being, life, the world, and fundamental thing.† Sage is giving the viewer what she thought of her piece. The piece which has a very strong style of geometric simplicity, melded together to create something disquieting about the scene. Its intent is to evoke emotion in the viewer, whatever emotion being viewer preference.

Ethical Codes Essay

The increasing dependences on computers for critical infrastructure essentials for the functioning of a society and its economy has given rise to host of ethical, social, and legal issues. As software engineers, it is a bounden duty to design and build software intended for use by a set of individuals for a specified set of purpose, which initiate many issues about consumer’s privacy. Following is the exploration from three constituents. First, websites collect consumer’s private information. Social networks play a vital role in the life of Internet users, and more than a half billion people post vast amounts of information about themselves to share with online friends and colleagues. As more and more people join social networking sites, questions are beginning to surface about the safety of user’s information. A new study has found that the practices of many popular social networking sites typically make that personal information available to companies that track Web users’ browsing habits and allow them to link anonymous browsing habits to specific people. Like most commercial websites, online social networks use third-party tracking sites to learn about the browsing habits of their visitors. Cookies are maintained by a Web browser and contain information that enable tracking sites to build profiles of the websites visited by a user. Each time the user visits a new website, the tracking site can review those cookies and serve up advertisements that might appeal to the user. For example, if the user frequently visits food sites, user might see an advertisement for a new cookbook. With the leakage of this type personal information, there is a significant risk of having one’s identity linked to an inaccurate or misleading browsing profile. Browsing profiles record the websites has been accessed by a particular computer, neither who was using the computer at the time nor why particular sites were chosen. This will lead to a serious problem inaccurate profiling by tracking sites. For example, a site about cancer was visited for curiosity rather than intent, inaccurate profiling would potentially lead to issues with health care coverage, or other areas of our personal lives. The second issue is when a consumer uses a product created by a computer professional. The main concept in engineering ethics is â€Å"professional responsibility†, such as political philosopher Langdon Winner, are critical of the traditional preoccupation of engineering ethics with specific moral dilemmas confronting individuals(Winner, 1990): â€Å"Ethical responsibility†¦ nvolves more than leading a decent, honest, truthful life†¦ And it involves something much more than making wise choice when such choices suddenly, unexpectedly present themselves. Our moral obligations must†¦ include a willingness to engage others in the difficult work of defining the crucial choice that confront technological society†¦ † But unfortunately, with the development of tec hnology and the awakening consciousness of human protection, user privacy is becoming a sensitive issue , after the two giants Google and Apple have stumbled in this regard. Recently, the recognition of the recent HTC phones to collect the user’s data. A user in a system upgrade and found a new CIQ application, the application can access statistics, including the application frequency, GPS location, even after the use of information related to home video cameras, and back to the respective companies. HTC aspects of this incident came to light on the phone today to confirm pre-installed software to collect user information, but all processes are encrypted safe manner. HTC also said in a statement, the company will protect user privacy, commitment to the future equipment and then collect information, the user will be prompted to make a clear choice. Although the company will give customers the utmost assurance of their privacy, why HTC phones collected the user’s data from the beginning? Finally, the employer or company who offers a services. With the rocketing development of Internet, most companies see web services as a platform to become a very profitable business in the near future. In other words, thousands of customers’ private information will be stored in the Internet, which could have serious consequences if a firm lacks the security to protect sensitive information. For example, the most infamous Internet attack occurred this year was the one suffered by Sony. Everything started with the theft of data from PlayStation Network, affecting 77 million users worldwide. Not only was this the biggest data theft ever but the situation was poorly handled by Sony. To make things worse, the stolen data was specially sensitive, including user’s names, billing addresses, email addresses, PlayStation Network IDs, passwords, birthdates, purchase history, credit card numbers, etc. If this was not sufficient enough, Sony Online Entertainment was subject to another attack a few days later, a data theft that affected another 24 million users. In short, the chief man-made cause is deficiency in professional responsibility. If the company built information securi ty system and strengthened individual information protection from the start, which would avert the tragedy from getting worse. In conclusion, the actions involved in carrying out the right and ethical solution to any engineering problem may not be easy, especially in today’s world. But the path that must be taken should be obvious. This type of decision-making comes with experience, but the basic principles can be learned. The work that an engineer does often impacts the lives of countless people. With such a responsibility it is up to them to act in the most ethical, honest and trustworthy manner possible.

Essay on Fine Art and Applied Art Should Be Defined

Before studying the arts, the terms fine art and applied art should be defined. Fine arts became popular in the Renaissance era due to the aesthetic qualities of the art. This form of art allowed for individual expression and a new way of interpreting ideas. Fine arts can be many different things, such as: music, paintings, theater, dance, films, sculptures, architecture and more. A modern day example of fine arts is photography. Back when the fine arts became popular, cameras were not invented yet. However, today photographs are considered to be an example of a fine art. Personally, this is my favorite type of fine art and is one of my many hobbies. I love being able to capture a moment and keep it forever. The other type of art that†¦show more content†¦The second purpose of art, to give visible form to feelings, can be found in the early twentieth century with the Expressionist style. This purpose of art is used to express an artists’ feelings and emotions. The nex t purpose of art, to reveal metaphysical or spiritual truths, can be seen in the Gothic cathedrals in Europe where the light and space combined create a spiritual environment. Another example of this purpose is tribal ancestor figures of art. This purpose of art deals with not only religion, but beliefs and cultural values. The last purpose of art, to help people see the world in new or innovative ways, can be found in most art. Art can show people new ways of seeing the world. This purpose of art can also help people to understand life and give them new ideas on old concepts. There are also four functions of art: enjoyment, political and social commentary, therapy, and artifact. Just like the four purposes, each piece of art can be classified under multiple categories or none at all. Art can provide enjoyment for people, such as Grand Wood’s American Gothic painting. This function of art can be used for amusement by providing commentary about a specific topic. If art has the function of political and social commentary it can influence the behaviors of many people. An example of this is the Liberty Leading the People painting by Eugene Delacroix. Different forms of propaganda, both past and present, are considered to be under this function of art.Show MoreRelatedThe Art Of Nursing Theory957 Words   |  4 PagesRunning head: The Art of Nursing Theory The Art of Nursing Theory Basimah Sewell New Jersey City University Newman’s theory involves the concepts of health, consciousness, movement, and space-time. All of these concepts are factors that embody health as the expansion of consciousness. As a visual representation of this theory I have chosen a work of art by a local artist by the name of Gerald Arthur titled â€Å"The Fine Line and the Hereafter†. Much like Newman’s grand theory, Arthur’sRead MoreThe World On Body Arts1223 Words   |  5 Pages The World on Body Arts Tattoos and the workforce do not get along together. Not within the topics themselves, but on the rules, that follow them. As body arts gets bigger, so does the conflict on where it belongs. There is a fine, but undefined line within body art and the work force. But it is has never been clearly stated anywhere. Both sides; such as the Debate over acceptability vs explicit free speech., always come up in the debate of the topic. There is no set law or regulations for the massRead MorePolicy Proposal: Restriction to Freedom of Speech Clause965 Words   |  4 Pagesexpression that may contain misleading or deceptive information Rationale: Exceptions to the freedom of speech in the United States are limitations that have been imposed on the First Amendments guarantee of free speech and expression, as is defined by the United States Supreme Court and the Bill of Rights of the United States Constitution. Exceptions of the freedom of speech are determined based on the type of speech and expression under different and specific contexts. The United States SupremeRead MoreThe Arts and Crafts Movement Essay1253 Words   |  6 PagesThe Arts and Craft movement was a social and artistic movement, which began in Britain in the second half of the nineteenth century and continued into the twentieth spreading to continental Europe and the USA. Its adherents-artists, architects, designers and Craftsmen sought to reassert the importance of and craftsmanship in all arts in the face of increasing industrialization, which they felt was sacrificing quality in the pursuit of quantity. Its supporters and practioners were united not so muchRead MoreEarly Learning and Development Benchmarks900 Words   |  4 Pageschildren should know and things they should be able to do when they enter Kindergarten. One of the purposes of the Benchmarks is for teachers and professionals to share the tool with their student’s parents so that they know what developmental expectations they should expect from their children. 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Even though it was moved to the Boston Museum of Fine Arts, it has not been fully restored. The artist identified each of the apostles in the Christ in Majesty with Symbols of the Four Evangelists, but the writing has grown fainter and this creates difficulty for art historians. Another key factor in the overall story represented has faded, which is one of the lamps or incense holders beneath Chri st. TheRead MoreThe Value of a Liberal Education1802 Words   |  7 Pagesbut among the many views and opinions of education there are two major views we see that stand out, education is a right for all and education is necessary only for finding a successful career. To be more exact, it is a college education that is or should be available to all and is only necessary for securing a successful job. But before we even begin to think about a job or whether we want to pursue our God-given right to higher education we must first start our journey at the bottom of the educationalRead MoreIntroduction of Art Nouveau3116 Words   |  13 PagesIntroduction to Art Nouveau The Art Nouveau (new art) movement was one of the first departures from classical art and design, towards a new modernism. The Modernism and Art Nouveau movements occurred during what was known in France as the Belle Époque, or beautiful era period of the late 19th and early 20th centuries. The movement was primarily influenced by the radical work of Czech (Moravian) artist Alfons Mucha, Swiss decorative artist Eugà ¨ne Grasset, and English illustrator AubreyRead MoreThe Theory Of Multiple Intelligences1489 Words   |  6 Pageslearning process. Multiple Intelligences Theory A learning theory is an attempt to describe how people and animals learn; thereby helping us understands the inherently complex process of learning. Gardner theories of multiple intelligences should empower learners, not restrict them to one modality of learning. He studies intelligence where individuals differ is in the strength of these intelligences and in the ways in which such intelligences are involved and combined to carry out different

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