Abstract
This paper examines the due diligence process in detail with an emphasis on the legal due diligence process. An ethics component is included in the legal due diligence process as the presence of ethical issues may make further consideration a moot point. The legal due diligence process is examined in reference to a specific company: Visionscape. It is determined that Visionscape would be a strong investment based on the character of a projected legal due diligence effort.

From the Paper
"Most research does not address the ethical component of the legal due diligence process until the very last and usually as an after-thought. However, determining the ethical nature of a potential investment is probably the single-most important aspect of the legal due diligence process: "Eventually, many of a company's ethics abuses would come to light. Faulty or unsafe products would be discovered, and lawsuits could arise"(Harrison, 1999, para.5). If it's found that an investment target is unethical, there are likely issues in the other components of the due diligence process and the company would not be a good investment target. "

Tags:legal, due, diligence

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."

Tags:documents, risk, microchip, contracts, memo

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."

Tags:Compaq, Frank, Dzubeck, M, &, A

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."

Tags:step-by-step, auditors, cultures, compensation, taxation

Abstract
This document discusses the Initial Public Offering process from its inception to its denouement in the form of the offering on the public stock exchange. Of particular importance is the process of the underwriters or the investment banks and their due diligence of the issuing company. Additionally, this paper examines the cost of issuance and the application of the funds gained through the IPO.

From the Paper
"Initial Public Offerings (IPOs) are the sale of a company's shares upon its first entering the public market. IPOs involve the shares of ownership or stocks of a corporation or business entity that are offered for sale to public investors who can either be institutional investors of individual investors and the purpose of the IPO is to raise capital (Murphy, 2003). Usually, corporations that undertake an IPO do so with the intent of facilitating further growth and expansion as a way to increase revenues and return on investment (ROI). Yet, IPOs are not simply a cash cow enterprise for corporations and the owners of them since becoming a publicly owned and traded company requires the sacrifice of a considerable amount of autonomy because of the legal restrictions and financial reporting requirements that accompany the transition to a public company."

Tags:initial, public, offering

Abstract
This document discusses the Initial Public Offering (IPO) process from its inception to its denouement in the form of the offering on the public stock exchange. Google is referenced as an example on several occasions since its IPO has been the most visible one in the recent past. Of particular importance is the process of the underwriters or the investment banks and their due diligence of the issuing company. Additionally,this paper examines the cost of issuance and the application of the funds gained through the IPO.

From the Paper
"Initial Public Offerings (IPOs) are the sale of a company's shares upon its first entering the public market. IPOs involve the shares of ownership or stocks of a corporation or business entity that are offered for sale to public investors who can either be institutional investors of individual investors and the purpose of the IPO is to raise capital (Murphy, 2003). Usually, corporations that undertake an IPO do so with the intent of facilitating further growth and expansion as a way to increase revenues and return on investment (ROI). Such was the case with Google's IPO. Google reached a point in its growth cycle where it needed the capital to build-out its infrastructure further and have the capital available to finance acquisitions in order to more fully compete with Yahoo! and Microsoft. "

Tags:initial, public, offering

Abstract
This paper discusses Cendant's failure to complete a thorough due diligence procedure during its merger with CUC in 1998. This merger resulted in severe losses for Cendant's shareholders because CUC was, shortly after the merger was completed, found to be involved in accounting and financial scandals that cost Cendant over $2 billion to settle without accepting fault or blame. The paper observes that the problem is two fold with one aspect being a management problem and the other being an ethical problem.

From the Paper
" As CEO, Silverman completely failed in his fiduciary capacity to ensure that proper procedures were followed in the CUC merger. On the ethical side, Silverman's massive accumulation of wealth from 1998 to 2003 coincided with the severe decline of the company's stock price and the subsequent loss of value for its shareholders."

Tags:cendant, ethical, compensation

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
This paper explains that an outsourcing supplier, which uses the industry's best system and incorporated technology, which homogenizes and restructures workflow, a lesser-cost location and non-stop process management, has a major advantage over in-house accounts payable. The author points out the process of outsourcing of an account payable business can be broken into seven stages of development: (1) Assessment, education, and techniques; (2) due diligence and analysis of relationship; (3) relationships of contract; (4) changes in work; (5) outsourcing relationship management; (6) regular improvement of process and (7) overall: building a successful structure. The paper stresses that recognized ISO knowledge teaching and quality control measures permit auditing performance efficiently to meet client's accounts payable outsourcing hopes.

From the Paper
"Generation of a brief outsourcing approach that incorporates particular process essentials and service anticipations is considered as quite a strenuous task. Strict rules are to be developed and adhered for management of the Outsourcing Accounts payable provider selection process. This entails that is it just and unbiased in all respects. Occasionally the companies are at fault of allowing the providers to set aside the prescribed selection process and corresponding communications protocols. This naturally arises with a last-minute entry at the indication of an executive who are not part of the decision team. In addition to this the guidelines for arriving at a decision with regard to the selection process are to be clearly indicated taking into consideration such factors like the price points or qualification of service providers. But the process is not required to hinder the Outsourcing Accounts Payable provider and key stakeholders of the company from involving in regular discussions. The relationships pertaining to Outsourcing Accounts Payable relationships are firmly intertwined with the buyer and seller and the fast interactions among the parties are considered good for the final solution and relationships. The view to keep the Outsourcing Accounts payable provider at a distance is not regarded as a best practice in the industry."

Tags:iso, stages, homogenizes, nonstop, control

Abstract
Advertising in politics has changed very little over hundreds of years in terms of content although it has evolved dramatically in form with the advent of television. The paper shows that common ploys used by political advertisers appeal to the irrational emotional aspect of an individual priming stereotypes and with the advent of television, powerful visual grammar that sends messages more vividly. The paper argues that to counteract these ploys, an individual must become actively involved in critiquing the advertisements and exercise due diligence in selecting political candidates based on facts.

From the Paper
"The most recent elections concluded in November 2004 is a vivid example of advertising in politics. From the alleged revelation of George W. Bush's military records to the Swift Boat veterans' advertisement against presidential candidate John Kerry, it is hard to deny their influence in shaping the overall outcome of the elections. How are these advertisements so effective in rallying or turning away voters and swaying undecided ones? Advertising in politics has taken its familiar form over the course of hundreds of years. It is not surprising that even before the advent of television the same tactics have been used to appeal to the most basal of human prejudices quite effectively. It was not a matter of presenting the absolute truth that was a politician's strength, but rather how he projected himself in contrast to his opponents."

Tags:politics, negotiation, advertising