The First Clause Of The Agreement

Generate a list of the ways in which you believe your responsibilities and the tasks you perform are likely to change because of the merger and your resulting new role. Hint: It may be helpful to make lists of what you imagine to be the circumstances before and after your appointment. For example, two obvious points of comparison involve number of employees (which implies many necessary tasks) and travel inherent in the job. See how long a list you are able to generate.

• Transaction structures—the takeover could involve a cash offer, a share offer, an asset swap or a combination of these methods. Need to consider legal, taxation and accounting issues.

of the acquiring corporation . . . , and the acquiring corporation must be in control of the other corporation immediately after the

Merging with another organization has downfalls of destroying wealth from the merger. Considering the buying price is important when merging, spending too much on the merger will impound the value after the merger. Some mergers do not create wealth so capital is lost through the merger. There is no guarantee of financial gain and every formula considered with focus, just as with an acquisition. The final decision dictated by the variables. One company merging with another company takes the debt and losses of those companies in the new formed company.

The grounds for any merger depend on the competitive nature of both firms. If one firm is highly competitive and tries to

(a) In a merger agreement, the assets and liabilities of the firm which is being acquired end up being absorbed by the buyers firm. A merger could be the most effective and efficient way to enter a new market without the need of creating

3. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties, and merges/supersedes all prior agreements, representations, writings and discussions between them. This Agreement shall not be subject to change or alteration other than by a by a separate agreement signed by all parties.

There are three different avenues that a merger can follow if the regulatory agencies feel it necessary to issue a second request, the first of these being the issuance of a complaint. Complaints are issued by the FTC and or the DOJ when they have reason to believe that the law is being violated, and this merger will negatively affect the public either through lowering consumer welfare or competition. When a complaint is issued a formal hearing is given before an administrative law judge in which the allegations are tried (FTC Challenges Proposed Merger of Staples, Inc. and Office Depot, Inc, 2014). The second avenue is a settlement decree in which the companies are allowed to merge, however there are certain issues that the FTC or DOJ have

“There is good agreement that the first 100 days after a merger change set the tone, signal the troops about the real direction of the organization and its vitality”(DiGeorgio, 2003,p.266) A slow integration process can actually worsen problems. Merger integration should not be treated as an after-thought. It is something that needs to be addressed during the merger search and negotiations phase while there is time to minimize any negative impacts.

Pikula (1999) observes that in merging two or more entities, the management of the companies must adhere to the Sherman Anti-trust Act which was established in 1890. This act was specifically established to prevent mergers from creating monopolies and cartels with an aim to exploit the consumers through determining prevailing market prices. If the merger results in a monopoly, it won’t be approved by the government. Employee contractual agreements must be considered before, during and after mergers. For the merger to go on seamlessly there should be shareholder approval. Initial approval by shareholders for the companies to consolidate their operations helps prevent conflicts from shareholders after the merger. Lastly, regulatory approval should be considered. The management must register the newly formed company. In addition, managers from the merging parties must consider agreements and contracts that the parties are engaging in as these will be transferred to the new company upon the merger.

A merger is a partial or total combination of two separate business firms and forming of a new one. There are predominantly two kinds of mergers: partial and complete. Partial merger usually involves the combination of joint ventures and inter-corporate stock purchases. Complete mergers are results in blending of identities and the creation of a single succeeding firm. (Hicks, 2012, p 491). Mergers in the healthcare sector, particularly horizontal hospital mergers wherein two or more hospitals merge into a single corporation, are increasing both in frequency and importance. (Gaughan, 2002). This paper is an attempt to study the impact of the merger of two competing healthcare organization and will also attempt to propose appropriate

Target firm continues to exist, as long as there are dissident stockholders holding out. Successful tender offers ultimately become mergers. No shareholder approval is needed.

Pre-merger filing requirements have a potentially significant impact on the cost and timing of closing a transaction, and even the very likelihood of closing. Parties anticipating the prospect of intensive antitrust review may choose to allocate antitrust risk in their merger agreement, selecting appropriate obligations of mutual cooperation, apportionment of expenses, termination rights, or break-up fees. No one size fits all in allocating antitrust risk in merger agreements. Where appropriate, the parties to a transaction should identify and retain local and/or regulatory counsel to assist them with evaluating the state and regulatory law issues raised by a potential acquisition and developing a plan to address such

The next step in contracting an agreement is to either accept the offer being put on the table or if the party does not agree then they enter a counteroffer. A counteroffer, is considered a non acceptance but, instead a response to an offer that modifies the original offer. Then the original offering party has the choice to accept, counteroffer back, or deny the offer which would mean the contract would be no more. If the offer is accepted, then the next step will be mutuality.

In merger: The combining of two or more companies, generally by offering the stockholders of one company securities in the acquiring company in exchange for the surrender of their stocks. Two companies become one, decison is mutual. They are not idependent anymore