Abstract This paper explains that venture capitalists make appropriate risk assessments, called duediligence, 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 duediligence 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 In this article, the writer discusses due process of the law, which is a term that has been used for many years. The writer notes that the general principle of this term is that everyone is entitled to a day in court when he or she has been accused or charged with a violation of the law. In addition, the due process of law mandates the belief that each person's case should be fully explored and heard before any judgment is rendered with regard to that case. The writer explains that the due process of law protects people from being deprived of their life, liberty or property as well as any rights that have been given to them by legislation or statute. The writer concludes that with illegal immigration being a hot topic throughout the nation it is important to understand how due process and equal protection of the law impacts those immigrants.
Outline:
Equal Protection of the Law
Conclusion
From the Paper "This is interesting because for many years after the development of the constitution, African Americans were not treated equally. When they finally one the right to vote, their vote only counted as two thirds of a whole vote and they were allowed to be forced to sit at the back of the buses, and sent to Black only schools and other places that were designed specifically for that race. When it came to the law they were also discriminated against as they were treated differently in courts and jails and not afforded the same right to jury trials as their white counterparts were."
"Eventually this was challenged enough times that law makers made it clear all people meant all people, not just whites, or men or a certain economic group. It meant each and every person is to be afforded the same protection by the same laws."
Abstract Summarizes and analyzes the Due Process Clauses of the U.S. Constitution. Historical evolution of the Fifth and Fourteenth Amendments. Interpretations by the U.S. Supreme Court. How the due process clause was used to expand American civil liberties. Substantive due process and the protection of private property. Modern concepts. Table of Authorities.
From the Paper "HISTORICAL EVOLUTION OF THE DUE PROCESS CLAUSE
This research paper outlines, summarizes and analyzes the historical evolution of the Due Process Clause(s) of the U.S. Constitution. The interpretations given by the American Supreme Court to these clauses in the Fifth and Fourteenth Amendments have served significantly to adapt the Constitution to changing conditions. During the first 100 years of the Republic, the Due Process Clause was interpreted narrowly as a procedural safeguard and contributed little to the resolution of the principal jurisprudential problem, the adjustment of the relations between the national and state governments. During the period 1890 to 1937, substantive due process largely in the service of private property and commercial interests and later as a tool for delineating the contours of the welfare state helped define the ..."
Abstract In this article, the writer looks at due process, which is one of the most important founding principles underlying the U.S. criminal justice system. The writer explains that due process derives from the Fifth Amendment to the Constitution, which applies to federal government action and has traditionally been applied identically to state actions by the identical provision contained in the Fourteenth Amendment. The writer discusses that due process also requires grand jury indictment, and prohibits double jeopardy and compelled self-incrimination, and therefore, is one of the most influential concepts defining criminal procedure in the enforcement of penal laws in the U.S.
Outline:
Introduction
Striking a Balance between Two Important Principles
Conclusion
From the Paper "Law enforcement always requires the balancing of two competing social concerns: on one hand, is the government's interest in protecting its citizens and prosecuting criminal conduct; on the other hand, is the right of innocent citizens to be free from unrestricted searches and seizures and compelled confessions. Under British rule before the Revolution that established a sovereign United States, citizens were subject to unwarranted searches of their property and seizure of their persons for suspicion of criminal conduct without the need for justification on the part of government agents. This experience under British rule was incorporated into the U.S. Constitution and its subsequent amendments, including the Bill of Rights, precisely to provide the protection of citizens against unrestricted governmental police powers.
"Unrestricted police powers might, in principle, allow for the highest level of crime prevention and prosecution, but at a very steep cost, because virtually any police action would be permissible, including searches and apprehension, detention, and imprisonment without any justification, based solely on the suspicions, or even the whims, of government agents. Excessive protections of individual rights would prohibit the investigatory, arrest, and prosecutorial functions necessary to enforce the laws of society.
"The goal of modern constitutional criminal procedure is to define principles of law enforcement that protect citizens from government intrusions that are unreasonable in their effect on personal liberties, while simultaneously facilitating the reasonable enforcement of law and protection of society by prosecuting and punishing criminal conduct."
Abstract This paper shows how the rights to due process is an inalienable human right. Various landmark cases are presented to reinforce the statement that "due process" is guaranteed by the Bill of Rights and the United States Constitution. Includes cases that date back to Barron vs. Baltimore of 1833 all the way to present day court cases.
From the Paper "Due process is a major fabric in the quilt of the United States Constitution. It is an important right, which without it the United States would be similar to other countries that lack the Constitutional protections that we offer. The Due Process Clause of the Fourteenth Amendment is a major fabric that is of utmost importance because it places limitations on the government from taking our life, liberty and property without a trial or investigation. Protection of liberty is what the 14th and the 5th amendment is trying to protect based on the natural law traditions. Natural law is the tradition that humans have inalienable rights that cannot be taken by the government or any other entity, public or private. The historical traditions that go back to the days of the Hamurrabi codes have shown that there must be some type of timely manner and notification before the government can take any of your inalienable rights."
Abstract The paper explains that the due process law, as stated in the 14th and 5th Amendments, requires a thorough evidentiary hearing before a person can be deprived of benefits. The paper describes the due process law as ensuring that when the government, whether federal or state, decides to terminates a person's entitlements, he/she will be given an opportunity to use his/her legal rights in the most suitable manner to defend his/her position. The paper examines evidentiary hearing and what the court's opinion has been on the deprivation of benefits. The paper also looks at the landmark Goldberg vs. Kelly case.
From the Paper "While the Fourteenth Amendment expressively mentions states, the Fifth Amendment deals with due process law in federal context. Now that we know that a person cannot be deprived of benefits without due process of law, it is also important to mention here that an essential component of due process is evidentiary hearing. This was decided by the Court in the landmark case Goldberg v Kelly (1970). This allowed evidentiary hearing to become an important part of the rights granted to a citizen under due process law. The two important questions that are answered in evidentiary hearing are concerned with jurisdiction and presence of probable cause. Jurisdiction question can be settled easily while probable cause requires further explanation."
Abstract The paper explains that a strict crime control focus in penal regulation could virtually ensure the complete elimination of crime in society as well as certain punishment for all violators. The paper explains further that to balance this, the due process perspective prohibits deprivation of the individual's property or liberty without established procedures or processes governing the proper exercise of police authority.
Outline:
Introduction
Balancing the Interests of Crime Control and Due Process
From the Paper "In principle, crime control and due process are two opposite philosophical perspectives about crime prevention and punishment in society. However, in practical application, each point of view contributes valuable elements to any system of justice. Without fundamental aspects of crime control, effective policing and prosecution of penal violations would be all but impossible; but without due process protections, everyone in society - both criminals and non-criminals - would be subjected to intrusive state actions with little regard for personal privacy or even the sanctity of one's home.'
Abstract This paper discusses how "Due Preparations for the Plague" by Janette Turner Hospital explores the life a young women, Samantha, who was orphaned at a young age by the hijacking and subsequent destruction of Air France Flight 64. In particular, the paper examines how Samantha was raised by her loving Aunt Lou but still was never able to let go of her parents' death, as she became obsessed with the possibility that American intelligence was involved in the planning of the attack. The paper then explains that once Samantha discovered some of the classified details behind the hijacking and was able to hear the last words of her parents and eight other hostages, she was able let go of the past and began to move forward into the present. The paper further explains that Samantha's ability to let go of her parents' death comes from an understanding that due preparation for death is living a life free from regret.
From the Paper "Samantha does not immediately rid her self completely of her past but after a few months away, she is able to let go. When Samantha returns to New York after being gone on a fellowship in France, she is overwhelmed and runs into a cemetery where Lou comforts her. After talking about their pasts, Samantha "could feel a wave rising up within her, not happiness, she could not call it that, but something rich and mellow that she could call a state of being at peace."(401) This state of being at peace is Samantha no longer being haunted by the ghosts of her past. She has finally both consciously and unconsciously moved away from her parents' deaths and forward towards her own life. Samantha does not arrive at this feeling by chance but through the understanding that "the dead are always with us; they are close; but we must cling to the living."(401) "
Abstract This paper discusses the 14th Amendment to the U.S. Constitution. The author discusses the legal theory of selective incorporation-applying the Bill of Rights to the 14th Amendment's Due Process Clause. The paper examines such landmark U.S. Supreme Court cases as "Palko v. Connecticut", "Mapp v. Ohio", and "Adamson v. California".
From the Paper "The 14th Amendment, which was ratified in 1868 of July 9, states, "All persons born or naturalized in the United States , and subject to the jurisdiction thereof, are citizens of the United States and of the State wherein they reside. No State shall make or enforce any law which shall abridge the privileges or immunities of citizens of the United States; nor shall any State deprive any person of life, liberty, or property, without due process of law; nor deny to any person within it's jurisdiction the equal protection of the laws." "Due Process" is mentioned in the 14th amendment as well as the 5th amendment. What exactly does "Due Process" means? Due Process means to be treated equally and fairly."
Abstract Anne Finger's memoir "Past Due: A Story of Disability, Pregnancy and Birth" represents a classic example of the feminist principle that "the personal is political". Her account of her life as a feminist, disability activist and campaigner for reproductive freedom and the story of her giving birth to a potentially disabled child, may be read on a superficial level as an exercise in autobiography. However, as this review will argue, it would be more accurate to read Finger's memoir as part of a feminist project to represent the convergence of the personal and political in contemporary feminism and thereby resist those forces that would label, categorize and dehumanize women, the disabled and the marginalized.
Abstract This paper discusses the War on Terror and the number of issues that have been raised vis-a-vis how Americans should treat suspected terrorists. The paper provides an explanation of three different approaches to providing due process to these terrorists and suggests that a compromise approach should be followed. The paper describes each approach and describes the suggested compromise.
From the Paper "As suggested above, a careful regard for the procedural rights of suspected terrorists - their "Due Process" rights - is vital inasmuch as it sends a message to critics both within and without America that the world's great superpower is committed to doing the "right thing" and not merely the expedient thing. Needless to say, projecting this image goes a long way towards solidifying international support for U.S. military operations abroad and it also goes a very long way towards ensuring that other nations will be more cooperative in "rooting out" terrorist elements within their own states - both developments which will necessarily bolster U.S. security. But more than that, America is in a position where it can protect the procedural rights of terrorist operatives without bequeathing to those individuals the sorts of privileges and prerogatives normally available to an American citizen accused of a criminal offense in the United States."
Abstract The paper explains the principle of eminent domain that variance, access and public projects for the good of the whole must take precedence over private property rights. The paper examines the US constitutional stand on eminent domain and looks at various national rulings that have taken place over the years. The paper discusses the losses often sustained by property owners and contends that municipalities, states and the federal government need to pay much more close attention to due compensation and be willing to pay a fair property value. The paper concludes with the hope that the public will become more conscious of the need to make more informed decisions about the rights of the individual.
From the Paper "Eminent domain is one of the most controversial, yet necessary issues that communities and courts face today. Variance, access and public projects for the good of the whole must take precedence over private property rights. Yet such property rights losses as can occur though the demands of eminent domain can literally bankrupt individuals, families and businesses, with regard to loss of property value, property usage or loss of property itself."
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 duediligence. 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, duediligence 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; DueDiligence ? 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; DueDiligence 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 duediligence 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: DueDiligence 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 duediligence 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 DueDiligence 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."
