Abstract This paper explains that venture capitalists make appropriate risk assessments, called due diligence, to find out if they are really and truly buying the company, an interest, or a product as presented in that infamous "fine print". The author points out that the checklist delineates a request for various kinds of documents from the company or the producers in question with whom the venture capitalists are dealing. The paper relates that the due diligence checklist includes a list of banks or other lenders with whom the future company might have a financial relationship, including credit agreements, debt instruments, and other agreements evidencing outstanding loans to which the company is a party or was a party within the past two years.
Table of Contents
Introduction
Checklist
Corporate Documents Regarding ChipeX Company and Subsidiaries
Issuances of Securities
Material Contracts and Agreements
Employees and Related Parties
Memo
Conclusion
From the Paper "This is a financially chancy and dicey time for technological investment. According to some of their independent analysts, the microchip to be developed by the aforementioned former members of ChipeX Company is a sure thing. This alone, however, should raise red flags. Even though the technical viability of the product has been sung in its praises by many technologically forward independent experts, in business, particularly the business of technology, experience and the dot.com bomb has taught us all that there is no sure thing."
Abstract This paper explains that "The Lady of Shalott" is narrative poetry in the form of a ballad, which displays a central theme of diligence in occupation in opposition to the theme of complacence and relaxation. The author points out that the Lady of Shalott represents a person who is wholly engrossed in her occupation; whereas Lancelot and the people of Camelot represent complacency and relaxation. The paper relates that Tennyson expresses the relationship between diligence and relaxation through his use of imagery, symbolism, and action.
From the Paper "Imagery plays a crucial role in ?The Lady of Shalott.? Shalott is an island; singular in its position, The Lady of Shalott is a woman whom is also singular in her position since she is constant in her loom work, and she is isolated like the island itself. The Lady is embowered in "four gray walls and four gray towers" that look upon a field of lilies. The image of gray walls and towers imparts a feeling of a dreary, monotonous routine, and the lilies of purity and a pallid existence. The weaving however, a result of The Lady's occupation, is ?a magic web with colours gay.? The connection that The Lady has with the outside world, her mirror, presents her with shadows, a perception of only images and shapes, devoid of soul and thought, mere pictures to her."
Abstract Many mergers fail to integrate cultural differences successfully in today's global economy. This paper examines what can be done to help them succeed. It shows that one of the most neglected aspects of planning mergers and acquisitions, and one of the leading causes of their failure or success is the performance or neglect of cultural due diligence. The paper shows that Microsoft and Great Plains Software, and Cisco's merger with Cerent are examples of what to do right when merging two companies. It discusses how successful mergers employ specific and detailed approaches for pre-merger planning, which include methods for communication of vision, changes and purpose, involvement of employees, establishment of strategy, leadership, due diligence and potential process and system conflict.
Paper Outline:
Executive Summary; Introduction; Microsoft Acquires Great Plains Software; About Microsoft; About Great Plains Software; Combined Strategy; Culture Integration; Communication; About AOL and Time Warner; Recommendations; Cisco Corporation Acquires Cerent Communication; The Cisco strategy; Due Diligence ? Pre Merger Phase; Culture Perspective; Communication; Leadership; System Conflicts; Process Conflicts and Staffing Issues; Quality and Continuous Improvement; Recommendations and Observations; Future Acquisitions; Hewlett Packard and Compaq Merger; The Values of the New HP; Due Diligence Phase; Recommendations and Observations; What HP/Compaq could have done differently; Conclusion; References
From the Paper "Companies who have experienced successful mergers have found that integration of corporate cultures in an M & A environment includes the establishment of the strategic direction of the merged entities, developing a shared vision, careful scrutiny of management styles, communication to employees, suppliers, customers and shareholders, and identifying and resolving important cultural differences early and having a plan to integrate the cultures (Miller, 2002). The communication of the rationale behind the decisions, future goals and objectives, new roles and responsibilities, and managerial expectations through constructive dialogue and feedback, are vital to build trust and ensure credible leadership. In fact, this communication is more important in the period leading up to and following closure of a deal. The more dissimilar the cultures, the greater the cultural shock, particularly if the M & A was not voluntarily chosen."
Abstract This paper explains that mergers and acquisitions require a step-by-step process in order to be successful but, even then, the failure rate is astounding. The author points out that due diligence and in-house auditors must be used to make sure that the corporate cultures and compensation schemes of the target and acquirer companies are relatively close in structure or at least compatible because a failure to do so will torpedo the M&A at a very early stage. The paper relates that, from an international perspective, the acquirer must be aware of the target's national laws regarding taxation, work weeks and other human resources issues.
Table of Contents
Introduction
The Steps
Step 1: Goal Identification
Step 2: (If Sale) Packaging and Marketing
Step 3: If Acquisition Moving Forward, then Analysis and Structuring
Step 4: Negotiation
Step 5: Due Diligence Step 6: Contract Negotiations
Step 7: Closing
Issues that Arise in M&A Negotiation
What Steps Make M&A Negotiations Successful
Differences in Negotiation in the U.S. and Abroad
Conclusion
From the Paper "One such summary tool asks the involved executives to prepare a potential target list detailing companies, their contacts, history, products/markets, differentia versus competitors, funding and financials (including revenues and profits, if known), employees, sales structure and any notes or source-citation, plus details on the current relationship with their own company. The other primary work product at this stage is a company overview of each target candidate that matches these criteria - carefully describing each company in greater detail including all of the above elements, plus its founders/investors, a summary of its acquisitions-criteria fit and an explanation of why this company is appealing under the current circumstances, plus, of course, a SWOT analysis."
Abstract This paper discusses the phenomenon of passive support of international terrorism from a legal standpoint. It questions whether there is any normative ground to assess the relationship between terrorist organizations and their harbor states. The paper contends that there is a close relationship between the principle of territorial sovereignty and an international obligation to deny passive support, including both an obligation of due diligence and a proactive duty to prevent international terrorist acts.
Table of Contents:
Abstract
Passive Support Motivations
Domestic Politics
Types of Passive Support
Acquiescence, Connivance, and Collusion
Encouraging and Tolerating
Toleration and Inaction
Some Concluding Observations
Territorial Sovereignty and Obligation to Deny Passive Support
Sovereign Integrity and the Due Diligence Obligation
The Attribution of Knowledge
Duty to Act and Prevent
Conclusions
From the Paper "The relationship between the principle of territorial sovereignty and an international obligation to deny passive support may be appraised in the light of at least two different legal obligations: the obligation of due diligence and the proactive duty to prevent international terrorist acts. In both cases, the attribution of knowledge may be critical in establishing the link between international terrorist organizations and their host states. The main criterion to attribute knowledge, as was established in the Corfu Channel case, is clear evidence that the same state knew or ought to have known. The evidence could also be indirect, proved, for example, by official notes. Applying this criterion to hold passive sponsors responsible for the failure to act in due diligence and prevent terrorist acts, however, may not answer the question of whether the argument of self-defense is lawful. As was discussed above, the legality of the argument of self-defense will instead depend on the normative framework of the use of force. Nevertheless, establishing a clear link between terrorist organizations and their host states may influence the way the international community will respond to the argument of self-defense against states that harbor international terrorist organizations."
Abstract This paper addresses the character of Uncle Tom in Harriet Beecher Stowe's novel, "Uncle Tom's Cabin" and how Tom is an example of how the author viewed the role of the diligent and loyal slave during the pre-Civil War era.
Abstract This paper rationalizes why environmental planning should be deemed as professional as engineers. It discusses certain professions such as practitioners of environmental planning and stewardship and if they are deemed as professional or not. It defines the term professionalism from several points of view and studies the meaning of a healthful environment. It discusses the EPA (Environmental Protection Agency) and some bills which they have passed. Finally, it concludes by stating that the EPA is in fact a professional organization that serves as the governing board of all environmental practitioners.
From the Paper "Is there a clear indication of what it is to be a professional? Traditionally the practice has been that there is the underlying responsibility of a self-regulating body which looks at a practice through mandated rules, responsibilities, and ethics, applying accreditation to educational systems and certification to practicing individuals. This process is constantly evolving and expanding to include new disciplines, most notably the creation of a College of Teachers, and other such initiatives to develop a "professional" label for their particular discipline. A similar process can be depicted for the environmental field, with the creation of the Canadian Council for Human Resources in the Environmental Industry, the growing need in the employment scene for Environmental Engineer and Certified Professional Planners. However this evolving change in Canadian industry brings up an interesting question, can you be considered a "professional" without appropriate certification?"
Abstract This paper examines how professionals, such as nurses, treat mentally ill patients. The paper pays particular attention to the role that nurses play the proper treatment of patients and in the supervision of the administration of their medication. The writer discusses how non-compliance with medication can have an adverse affect, not only on the patient, but on the larger community as a whole. The paper details several possible means of dealing with problems with medication, including an improvement in the way that the medication is administered, monitoring the patients more closely, clearer explanation of the risks associated when the medication is not taken properly and the need for the patient and medical professional to be properly informed about all possible side-effects. The author does point out that, all of these suggestions may be well-intentioned, but when dealing with mental illness, extra diligence is often required, as these patients are often repeat patients due to the nature of their illness.
From the Paper "However, while certainly effective in abating TB, such forced treatment raises a number of important ethical questions. While it might seem to be an easy question ? it might be argued, for example, that a person's physical health is always more important than ideals like civil rights, in fact such a proposition is hard to maintain in a free society like that of Australia ? or indeed in many kinds of societies. If personal physical safety were always held to be more important than ideals, then there would be no soldiers, no firefighters, no public-health nurses and doctors. Clearly sometimes people consider ideals more important than health and safety."
Tags: compliance, medication, nurses, schizophrenia, consequences, health
A comparison of two books: "Business Ethics" by Richard DeGeorge and "The Soul of a Business? by Tom Chappell both of which discuss improvement in the business environment.
Abstract This paper reviews individually and then compares and contrasts two different books about business, "Business Ethics" by Richard DeGeorge and "The Soul of a Business? by Tom Chappell. "Business Ethics" explores the areas of rationales of a business and describes how things and people should be in harmony so that the business environment is preserved and maintained in a diligent manner. "The Soul of a Business? mentions ways of re-shaping and changing the business in order to work for the common good of the business, customers, employees, entrepreneurs, business owners and community.
From the Paper "The book begins with an introduction to the present business scenario, then Degeorge explains how to implement and pursue with tools and techniques of ethical analysis and moral reasoning, to the various issues taking place in all areas of business ? including marketing, finance, management, strategic planning, computer systems, etc. With the assistance of charts, he epitomizes how to use various ethical approaches and how to use these in handling issues. It is an excellent book showing readers how to ponder on various difficult business issues to solutions i.e. not only showing both sides of the issues but also how to think and solve them prudently."
Abstract The paper analyzes the nature of the main character in the book, a young Bohemian girl named Antonia who migrates from the United States to settle down in Nebraska, and focuses on her strong personality and honest character. The paper claims that Antonia is a symbol for the fulfillment of the American Dream, in her desire to accomplish success in terms of wealth.
From the Paper "This marvelous account addressing various issues has been narrated by one of the characters named Jim Burden who is portrayed as the childhood playmate of the protagonist of the novel named Antonia. According to Jim Burden, Antonia was the eldest daughter of the Shimerda's and a healthy as well as a happy girl with the most beautiful eyes that were "big and warm and full of light, like the sun shining on brown pools in the wood" (Book 1, Chapter 3, pg. 17). The Shimerda's were the Burden's neighbors, as a result, Jim and Antonia came to know each other and eventually became childhood friends and they remained friends for the rest of their lives. According to Jim, Antonia radiated happiness and portrayed a healthy and a flourishing picture of the plains and the people of Nebraska even though the plains were like a piece of barren land. She always brought out and admired the hidden qualities of others around. She was a cheerful, sympathetic and a loving person who was not only concerned and cared for the inconsiderate members of her family but also showed sorrow for the dying insects."
Abstract The chapter is explained in the light of Confucian belief and philosophy which emphasize acceptance of the exterior world and great diligence in developing the inner world.
Abstract This paper is about minority workers and the problem of racism in police and fire jobs. Relating to this same topic, is the problem of opportunity denial by the law enforcement agencies and the fire department towards the minorities and the problem tends to occur because we are not fair, diligent and smart enough in eradicating the root causes of the differences and probably because of the biased nature of the whites in job relevant chores. I believe that the reason for this problem is that the minorities face biasness everyday, especially in serving jobs like police and fire jobs.
Abstract This paper will probe further into the issue of safety in physical education, paying particular attention to teacher's liability. It will ask, and answer, several important questions. Should teachers have more personal liability over the safety of their students? Should school boards be less liable? What degree of responsibility should fall upon the student him/herself? Should certain activities that exceed a potential safety threshold be eliminated from the curriculum? And so on. To support the findings and analysis in the paper, several legal tenets and cases will be used to provide instruction. It will be concluded that, as in all other health care or safety issues, prevention is the best medicine. Logically, where all steps have been taken to ensure safety, liability cannot fall on the teacher. But to determine this, due diligence and negligence need to be better defined. In sum, the final analysis of the paper supports the law as it currently exists in most states. However, it calls for increased care and a better definition of terms.
Abstract A brief analysis of Wilson's book, which analyzes the domestic lives of colonial men. It shows how Wilson analyzes the domestic lives of colonial men and brings to light this pursuit, particularly related to occupation, sought just as diligently by men in colonial times as in society today.
From the Paper "Aside from the confounding factor that many men had differing views on what made them "useful" (to the colonial period) in his individual life, most men in Wilson's research found usefulness and occupation to be co morbid. Wilson begins the book by focusing "To Be Of Use" on career and marriage choices of colonial men. Most of Wilson's excerpts are taken from the diaries and letters of literate and privileged men, or what she calls the ?goodmen.? Career and marriage choices were defining factors of usefulness for such famous men as John Adams and William Samuel Johnson. As a young ambitious man, usefulness meant meaningful work, according to Adams (Wilson 21). While Johnson desired to be "useful to mankind" in his profession, not merely work as Adams had said (Wilson 21). Marriage and courtship also clearly relied on what a man's profession was, which follows with a reputation from that occupation, as well as wealth."
Abstract This paper explains that some women had been able to vote for deputies of the First and Second Estates before the Revolution, but the r?glement royal (royal decree) of January 24, 1789, took those voting rights away; women could only vote through a male representative. The author points out that professional and working women joined in the fight from the storming of the Bastille in 1789 through the many years of revolt that followed. The paper relates that, even as they worked diligently for liberty, women were not considered citizens of France and did not win the right to vote until 1944.
From the Paper "Most of the women who championed and worked for the Revolution believed in the rights of women, and that the Revolution would create a new age for women in France. One of these women was Th"roigne de M"ricourt, a single woman and singer who worked tirelessly throughout the Revolution, and was awarded a couronne civique for her activity in the August 10, 1792 attack on the Tuileries. She gave numerous speeches about the Revolution, started a club for both sexes called the "Amis de la loi," a club who hoped to inform the populace in political matters and to drive out fear and ignorance. She traveled to Belgium to incite revolution, where she was jailed in Austria until 1791. "She described her persecutors as abominable and hideous liars, saying 'not only is their goal to incriminate and defile an innocent woman, but they tend also to compromise and dishonour persons who are respectable and deserving of the esteem of the public.'" When she returned to Paris after her release, she was greeted with admiration and applause. De M?ricourt is representative of women who worked for the Revolution in many ways."
