1.       How to Identify M and Targets

a.       How to find M and A Targets

A business valuation is needed in order to get the right target firm for Merging and acquisition. The very first step before doing anything else is calculating the market value of the target company under assessment. You will also be required to find an estimated future value of the company in addition to the current value. That is the easiest way for you to understand if a firm is worth merging and acquiring. You will have to spend a considerable amount of time in studying the business history of the target company. Check on the products produced by the firm, its capital requirement, the value of its brands as well as the organizational structure. All the aspects of the company must be reviewed with strictness.

b.      How to negotiate the best deal

It has been argued by Financial Directions Inc (2009) that, an organization must put into consideration a number of factors before entering into a merger or acquisition. They have identified three issues as shown below:

Pre-Acquisition Issues Post-Acquisition Issues and Administrative Issues

In the pre-acquisition issues you must evaluate the organization to be purchased by practicing due diligence. This is a step which takes place long before the letter of intent or the purchase agreements are duly signed. At this stage, the purchasing company is required to point out the known liabilities and the potential ones. It is well to identify all the issues that need to be sorted out before the purchase takes place.

The strategies elaborated in this manual are very useful for guiding the Board of Directors in negotiating during the acquisition transaction. If the strategies are followed closely, you will be in a position to get the best deal for your shareholders. It has been argued by (Financial Directions Inc. 2009 and Kuenyehia 2010), the following strategies are very essential in proper merger and acquisition negotiation.

Establishment of a special Negotiation Committee

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This is the first strategy to be adopted by a firm that is faced with a merger and acquisition transaction. Such committee should be made up of members who are very experienced in the matters of acquisition and mergers and above all they should be the disinterested members. It will be a prudent idea to include leading professionals from compensation, benefits and payroll as well as experts from other disciplines that the merger and acquisition deal may touch on. That means you must include legal and management experts to handle the affairs. All these must be disinterested parties to avoid conflict of interest. The negotiators will be responsible for arriving at the price and getting the best acquisition proposal from the interested parties.

Always remember that the negotiation process is just a means to an end and not an end min itself. The committee members will easily succeed if they set out their important goals right from the start. The committee must work towards getting the best deal for the company’s shareholders. So basically, the firm’s objectives will easily be achieved when the committee understands the core values and sticks to those values throughout the negotiation process. They should know exactly when to stop or stretch on the key issues regarding future investments, price and integration.

Engage the most Competent Advisors

This is the strategy number two when it comes to a point where you have important and highly sensitive matters. Your firm must employ people with great skills in areas of tax, sale process design and implementation, legal, due-diligence, valuation of the company, financial evaluation, compensation and regulatory arrangements. When you use competent advisors, you will have you will run an informed and transparent merger and acquisition exercise.

Avoiding Conflict of Interest

This is a very important aspect of the committee. All members of the special committee should not whatsoever have any conflict of interest when it comes to matters at hand. All people working on the merger and acquisition must be questioned to that effect. A quick consideration must be made incase any conflict of interest is cited. The aim of your company is to eliminate any form of bias that is caused by conflicted interest if any.

An independent committee makes it possible for your firm to base their arguments on corporate advantages instead of some external influences and considerations from politicians and other people.

Determination of price via thorough review

All good deals and best prices are arrived at through carrying out proper reviews. This is the process that finds out whether the price offered is the right one. At this stage, the committee employs the services of investment bankers, advisors and legal experts to arrive at the right price.

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There are many activities to be carried out at this stage including:

A detailed review of current as well as historical financial results of the company. Scrutinize the financial forecasts that relates to the business, assets, cash flows,

prospects and liabilities of the company, Carry out discussions with the top management of the firm on the future prospects of

the company Check on the share market prices and make a comparison with other shares traded on

the same bourse. Take a look at the company projection for the next two years or so. Review the company’s business plans Take a look at the market or better still, the replacement value of the company assets. Analyze whether a better price may be obtained in the future or now Find out the impact of suppliers, managers and customers among other people who are

related to the company Are there any regulatory or legal issues raised by the transactions

The committee should be outright in rejecting the offer in case they find out that the price is quite inadequate or if the time is wrongly done.

Use the Closed Auction Strategy

This is a great strategy to be followed by any company that needs to get the best deal. All the people interested in the shares of the company are required to acquire the shares and make a sealed bid before a certain deadline is reached. The committee is responsible for putting a memorandum of a descriptive nature to the prospective bidders.

Long before the bidding process starts, the special committee will be required to all prospective bidders the draft contract. This will allow the bidders enough time in carrying out due diligence and then submit their bids together with any comments on the draft that they consider useful. In the case of a closed auction there are more than one round and more than one bidder.

It is better to go for a closed auction because it is largely effective even in cases where there is only a singer bidder. The bidders are not in a position to know whether there are other interested bidders. Therefore, the best bid is always put forward. In case of a closed auction, the committee has a mandate to negotiate with bidders to have them put forward higher bids.

Keep Proper Records and apply the Front Page Test

This is the 6th strategy that requires you to keep clear records as well as practice the ‘front page’ test. The committee is therefore in a position to carry out their mandate well. In whatever the committee does, it must remember that all its actions can be challenged in a court of law.

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All the minutes of the Committee should as a result be kept as the core records of their regular meetings. These minutes should record what has been done and how it was done. Whatever is discussed during the meeting must be expressed with clarity in the minutes. All the oral and written material used during presentation should be stored well alongside the advice and recommendations from experts.

The appointed advisors will be required to play a key role in preparing the legal, financial as well as other presentations for the committee. This is necessary to help the members in making well informed decisions. The committee must be reminded to keep great records of their proceedings because they can serve as a great memory booster during the time of litigation. It will also be an evidence of due care. The materials must always be compiled for every meeting and be available in written format of all issues that were deliberated on during their meetings.

You must understand that the Committee will be faced with many decisions as well as pressure from litigants, trade unions and even politicians. That is why the committee is advised to apply the ‘front page’ test. In this case they will be required to think on what will happen in case their decisions are reported on the front pages of respectable newspaper or financial journals such as the Wall Street Journal and The Financial Times. The idea of adopting this strategy is to make sure that the committee’s decisions are perceived reasonably by the people and then how the decisions will be explained and the accompanying effect.

The Committee must be Vigilant and Focused

The must learn to stay focused at all times in their dealings. The committee members must always remember that there is no transaction until the deal is closed and in some special cases, it goes beyond that level. New issues will always appear even after signing the deal. These issues are known to have a negative impact on some aspect of the deal. In some cases the deal may be in danger of collapsing. Therefore, it is important to be vigilant and have the energy to move on in order to improve on the probability of closing the deal.

c. How to analyze synergy between the target company and your company

(TOWERS PERRIN, 2008) It is very important to analyze the synergies between the target company and the purchasing company. Check out whether the assumptions regarding cost and revenue synergies are in order. Investigate the liabilities which are expected from the combination and focus on such aspects as golden handcuffs, customer overlap and pension plans among other things. Find out if there are any major integration costs such as those in IT systems and other shared integration services.

It is argued by Evans (2010) that understanding the synergies of a merger or acquisition, it will increase the prospects of a merger succeeding. In a merger there is an underlying principle that states that 2+2=5. That means that if company A is valued at $2 billion and company B is valued at $2 billion, merging the two companies will lead to a new company valued at $5 billion dollar.

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That means that merging two companies creates additional value which is called synergy. Evans (2000) further argues that there are three forms of synergies.

Cost of Capital: When two companies combine in a merger of acquisition, they face lower cost of capital.

Revenues: Merging of two companies will lead to realization of greater revenues than when the two companies operate separately.

Expenses: Lower expenses are experienced when two companies merge than when the two companies are operating independently.

The largest source of synergy for two merging companies is the lower expenses. That is why many mergers are inspired by the possibility of getting highly reduced operation expenses. The reduced expenses are as a result of the elimination of redundant services between the two firms. There are other strategic reasons why people engage in mergers.

Gap filing is one of the strategic reasons that you can explore before you enter into a merger agreement. To illustrate the importance of Gap filling in a merger an example will be in order. In case one company has some weakness such as poor distribution, it can merger with another company with strength in distribution. The resultant company after the merger will be more powerful. This merger will lead to long-term survival in the market place.

The second strategic reason for entering into a merger is that of positioning. Strategic positioning is necessary in order to be in a better position in harnessing future opportunities. Example, a broad band service company can be merged into a telecommunication company. This arrangement improves the company’s position for future business.

Broader Market Access

When a company acquires a foreign company, it gets a faster access to new markets.

It may also be cheaper to acquire another company than investing internally. As an illustration, suppose a company wants to expand into fabrication business and there is another company with idle facilities. It will be rational and cheaper to acquire that company than starting to build new facilities.

The idea of diversification makes it possible if a company needs to smooth-out its earning. After a merger with another company in a different industry, the company aims at becoming more profitable and ensuring consistence in growth. This is very suitable for those corporations operating in mature industries where there is no hope of future growth. A merger or acquisition can lead to short-term growth in profitability. Therefore, a merger boosts poor economic performance.

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Undervalued Investments

When analyzing the synergies between two companies, focus on the target companies which are undervalued. This will make a good investment for the purchasing company.

d.      Why being a publicly traded company makes it easier to facilitate M and A

In order to form a corporation after a merger, there are various documents which are required such as the Articles of Incorporation. This document requires that the applicant indicates the number of shares that the new corporation is allowed to offer. They secretary of state further directs that the applicant cannot indicate zero here. Therefore, it becomes easier for a publicly traded corporation to facilitate a Merger.

It is argued by Evans (2000) that the publicly traded companies are easier to deal with because the private corporations are full of excesses which make it harder for valuation to take to be accurate. The following are some examples of those excesses by private companies:

Excessive bonuses, travel and perks. Unnecessary motor vehicles as well as other assets. Consultants who provide unnecessary services because they have strong ties to

company management. Cases of high salaries. Payroll containing family members who are not offering any useful service to the

company.

The purchasing company should have a sole objective of getting the real profits and values that will be reflected after the merger.

2. Documentation:

a. As well as the legal documentation it is important to verify operating documentation to ensure that new staff can run the business if necessary.

b. Items to check:

i. Articles of incorporation

In order to form a professional, stock or close corporation in some states such as California, you must file the Articles of Corporation with the Secretary of State. You can make use of Form ARTS-GS in case you are forming a general stock company as a result of a merger. In order to form a close corporation, then, form ARTS-CL is more appropriate. There are some corporations that can opt to draft their own Articles of Incorporation. That is also allowed. The California secretary of state argues that these forms meet the minimum statutory requirements but

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despite that, you must seek legal advice from a private attorney about the specific needs of a merger or acquisition and if there are any additional provisions which are applicable.

In the state of California, to form a stock corporation through a merger, the proposed name must contain the word “corporation” “limited” or “incorporated” or an abbreviation of any of the three words.

In case you are forming a professional corporation only, there are some name-style requirements that must be met. This depends on the laws governing a particular profession under which the proposed corporation will be working. To get the specific requirements, you will be required to contact the relevant state board or agency that controls the profession in which you are interested.

In a case where you compose your own Articles of Incorporation, then, make sure that you include the name of the corporation in the title of the document. The name must be written exactly as it appears in the articles. Failure to do that, the Articles of Incorporation will be returned to you without filling them. It is advisable to avoid conflicts by excluding the name of the corporation from the title of the document.

The corporate purpose should be included in the Articles of Corporation unaltered in any manner.

Service of Process

The proposed corporation after a merger is required to list the name of the agent for service of process. The agent can be a person or a corporation. In case it is a person, you will also be required to supply the street address of the agent in California. That means, the agent must be a resident of California. A corporation which is active in California and has filed a certificate as required by section 1505 can act as your agent for service of process. The agent will be responsible for accepting service of process in case the proposed corporation is sued. The proposed corporation must seek consent from the agent prior to listing the name. A corporation can never act as its own agent of service of process. Remember it is only one agent who can be listed.

Under the Articles of Incorporation, you will be required to list the Corporate Addresses. The proposed corporation after a merger is supposed to list the street address of the merger and not its postal address. There is an item that requires you to list the number of shares that the corporation is allowed to issue to the public. You can never be allowed to list Zero in this item. Finally, remember that the Articles of Corporation must be signed by each incorporator.

Within a period of 90 days after filing the Articles of Incorporation, you will be required to file a Statement of Information.

Articles of Incorporation for Nonprofit Corporations

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The non profit corporations are those which are organized for educational, religious, recreational, social and charitable reasons. There are incidences where it becomes necessary for two such organizations to merge into one formidable corporation in order to improve on efficiency as well as service delivery. There are several nonprofit religious organizations which are organized to operate a church or carry out other religious duties. This is called nonprofit Religious Corporation.

The second category of organizations is those organized to carry out charitable duties. These corporations usually obtain tax exemptions in many states. To form such corporations, in most states, you will be required to file the Articles of Incorporation in accordance with state laws.

Fees for Filing the Articles if Incorporation

The fees for filing the certificate of incorporation vary from state to state. In California, it is $100.

ii. Articles of association

                                                            iii.      Bylaws

California Secretary of State (2013). An acquisition or a merger is a combination of two corporations in which case one of the corporations is fully absorbed by another corporation. The target company losses its corporate identity while the purchasing company retains its identity. Therefore, a merger extinguishes the merged corporation while the surviving corporation assumes all the rights, liabilities and privileges of the merged corporation. Note that there is a difference between a merger and a consolidation. In the latter, two corporations are required to lose their separate identities and form a wholly new corporation.

The Federal as well as state laws is used in the regulations of mergers and acquisitions. This regulation is necessary because of the concerns raised that mergers can lead to complete elimination of competition between the merging firms. Such concerns are more serious in a case where the firms that are proposing a merger are strong rivals. The federal and state courts make a presumption that such business arrangements are likely to put restrictions on output and lead to increased prices in the market. Therefore, there is a feeling that mergers and acquisitions are known to play a role in reducing competition. That is the main reason why the government participates in scrutinizing any proposed mergers.

The California Secretary of State (2013) further argues that the US federal government and its states have lessened reduced their firm regulations on corporations that are planning to merge. Therefore, those firms are now free to sell or buy complete corporations or parts of those

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corporations. This is because the Mergers and acquisitions lead to plenty of benefits such as getting better management for the newly formed corporation and also making a proper use of the underused assets in either of the two participating corporations. There is also the aspect of economies of scale, improved quality as well as increased outputs. The entrepreneurs are encouraged to form new firms because they know that those firms can be acquired through mergers and acquisitions at higher prices. That means the mergers are posing few risks to competition.

Despite those developments, there is an antitrust merger law that seeks to prevent those transactions which prevent competition among the participating firms. The state gets involved in all mergers as earlier as at the time when the merger is first proposed. The courts and other enforcement agencies play a crucial role in forecasting the future market trends as well as any anticipated effects of a proposed merger or acquisition.

Merger Procedures

The Secretary of state is mandated to set out the corporate merger procedures in a state. These procedures are contained in the bylaws of that state. In a general case, the board of directors from both sides is required to pass a resolution that adopts a plan of merger at the initial stages of the merger process. Such a resolution must clearly the names of corporations that are party to the merger or acquisition and the proposed name of the newly merged corporation. Then the method of converting the shares of the two participating corporations must also be clarified at this point. The resolution will also state the legal provision to which the corporations agree. Then the bylaws require that each corporation will have to notify all its shareholders about a planned meeting during which the shareholders will be required to approve or disapprove the merger. In case the majority of shareholders approve the plan, the directors will be required to sign the merger papers and file them with the secretary of state. In return, the secretary of state will issue a certificate that will authorize the operations of the new corporation.

A number of state bylaws allow the involved directors to abandon the plans to merger at any time before signing the final papers. There are also some states with liberal laws that do not require the surviving company to submit its plans to shareholders for approval when absorbing another company. The approval is necessary in cases where the certificate of incorporation demands such approval.

If the merger is formed by firms from two different states, the involved corporations must obey all the bylaws in their respective states for the merger to attain a high level of effectiveness. There are some states which require that the shares of shareholders who vote against the approval of the merger should be bought by the corporation.

There are some enforcement-policy statements that guide the states in analyzing mergers and acquisitions. These guidelines are issued by the U.S. Department of Justice. (1992) such guidelines are also used by the antitrust enforcement agencies to analyze the proposed merger transactions. The Department of Justice (1992) further argues that the horizontal mergers and

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acquisitions are very beneficial to the consumers. There are a few questions which are asked in the process of analyzing a merger in order to identify any dangers that it may pose. The agency will try to find out whether the merger will produce a concentrated market or whether the merger will lead to adverse competitive effects? Will the merger help in preventing the anticompetitive effects? Will the assets of a failing party leave the market is the merger fails to occur? The guidelines are used to find out what will happen to the supply of products or services in an event where the prices increase due to the merger.

Mergers in the Telecommunications IndustrySince the start of 1980s, there have been more horizontal mergers than ever before due to favorable changes in federal laws. This ways followed by the revocation of the antitrust laws in various states to allow mergers and acquisitions. The most common mergers in the United States of America have been in the Telecommunication industry.

The by-laws affecting the formation of mergers or acquisition vary from state to state in the US. These by-laws touch on many aspects of a merger or acquisition. They offer requirements which are based on the number of corporations that are expected to merge, the issues of foreign corporations and whether they are allowed to merger with corporations from a particular state. It is not possible to cover all the by-laws of each and every state in the United States of America. We will review the state of California on the matters concerning mergers or acquisitions so as to give you a hint on what you are supposed to do in reviewing the by-laws. In California, there are code sections that govern the drafting of documents to be used in the complex merger transactions. It is a good idea to seek legal advice from a private legal counsel. This expert on corporate matters will provide a solution for you on issues affecting merging entities.

The law requires that, all merger documents must have the corporate name as it appears on the records of the Secretary of State. That means, even the punctuations and corporate ending must be identical. It is recommended that you always check the status of the corporation/s that will be merged. This is necessary because the state does not allow the filling of merger documents on behalf of a forfeited corporation.

Short Form Merger

The California Corporations Code has a section 1110 that makes it possible for the subsidiary corporation to merger with the parent using a procedure that is highly simplified. The only condition is that the parent company must own 100 per cent shares of the subsidiary. The merger will be completed by just filing a certificate of Ownership with the Secretary of State. In this situation, more than two corporations can be merged by making use of a single Certificate of Ownership. The only requirement is that some appropriate statements have to be added in that certificate.

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On matters concerning the foreign corporations, either one or more of the subsidiaries o the parent company can be foreign corporations. Even if the parent corporation is foreign owned, the merger will be allowed to take place if any of the subsidiary is a California Corporation. The California Corporations Code section 1110 makes it possible for a parent corporation to be acquired by a subsidiary corporation. All the legislations guiding the merger are provided in the California Corporation Code Section 1110. The state also further allows a merger in a case where the parent corporation owns less than 100 per cent. Despite that, the minimum must be 90% of the outstanding shares in every class. In addition to that, there are other complex statutory requirements. The filings done in this case are actually fewer than those made under the 100% owned mergers.

Merger by Agreement of Merger

The California Secretary of State (2013) argues that, in a case where a California corporation is a survivor, the state bylaws requires that a copy of the Agreement of Merger must be filed alongside a separate officer’s certificate for every one of the merging corporation and for the surviving corporation. More information can be found in California Corporations Code sections 173, 1101 and finally 1103. All the documents are required to be stapled together including the Agreement of Merger on the top followed by the separate officer’s certificates for each merging corporation and the survivor corporation.

You will be required to state the basis that you will use to convert the shares of the corporations which are merging in terms of each other. The Californian bylaws (2013) state that:

“On the effective date of the merger, each outstanding share of common stock of the merging corporation shall be converted into one share of common stock of the Surviving Corporation.”

Triangular Merger

There are many cases where a corporate acquisition by merger, a transaction is structured as a merger which is acquired into a subsidiary of the acquiring corporation. This is the case of a triangular merger and it is legal under the bylaws of the state of California. The opposite of a triangular merger is that of the reverse triangular merger in which the subsidiary is merged into the corporation under acquisition.

There are two important agreements which are: “Agreement of Reorganization” and “Agreement of Merger”. The Agreement of Reorganization shows the complete agreements of the parties. The agreement of merger is more important since it is a statutory agreement which is drafted, executed and finally filed with the secretary of State as required by sections 1101 and 1103 of the California Corporations Code. The Agreement of Merger is shorter than the Agreement of Reorganization and it is the one that is filed with the Secretary of State.

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Filing Procedures In Relation to Mergers between Domestic and Foreign Corporations

In a case where at least one California Corporation is one of the parties to a merger, then, there are three ways on which you can complete the filing for a merger in the state of California. These are the regulations according to the California Corporations Code section 1108 (d).

a) Submission of the merger documents to meet the California law requirements. This includes the officer’s certificates for the surviving foreign corporation and a copy of the agreement of merger as well as a certificate of Ownership.

b) Submission of a copy that has been certified and filed in a foreign jurisdiction. Note that this certificate must be prepared by the public official who has the custody of the original document that was filed.

c) Submission of the counterpart of the executed document that has been filed in a foreign jurisdiction. Whoever is carrying out the submission has to provide a proof that the document has been filed in a foreign jurisdiction.

In a case where all parties are foreign corporations, you will be required to file a Certificate of Surrender of Rights to Transact Intrastate Business. This filing is done on behalf of the two disappearing foreign corporation which are qualified. This is recorded in California Corporations Code section 2112. There are no charges for filing the Certificate of Surrender of Rights to Transact Intrastate Business.

There are cases where the survivor corporation in a merger is a foreign corporation then, the merger filing is made in compliance with the laws of the foreign jurisdiction. Despite that, the merger proceedings have to be approved by the shareholders as well as the dissenters’ rights of the disappearing California corporations. For detailed information, you can read the California corporations code sections 1200 et seq. and 1300 et seq. If a surviving corporation in a merger is a foreign firm, the merger will be considered effective in the foreign jurisdiction. The only required is that merger filing has to be done in California.

Nonprofit Corporations

In California, there are by-laws governing the merger of non-profit organizations. The California Corporations Code sections 6010 et seq. clearly explains the public benefit corporations. The mutual benefit corporations are contained in sections 8020 et seq. All the religious corporations are discussed under section 9640. The California Secretary of state (2013) argues that in order to get a better understanding of the consumer cooperative corporations you will be required to read these sections of the code. In order to have a merger that involves the nonprofit corporation, the officers’ certificates and an agreement of Merger specifically for the surviving organization as well as the documents for each of the disappearing organizations.

In a merger that involves a nonprofit organization, you must get a written consent from e Attorney General of California. It is further argued by the California Secretary of State (2013) that if you are interested in the merger involving nonprofit organizations, it will be advisable for

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you to read the specific Corporation Code sections between the lines. This is necessary if you are keen on fulfilling all the legal requirements.

All the merger documents have to be mailed to the Secretary of State. The Secretary has a Document Filing Support Unit. On the other hand, you can deliver the documents personally to their Californian Office 1500 11th Street.

Fees for filing a merger

It costs $100 to file a merger in the state of California. In addition to that fee, there is the payment of an additional fee of $15 which is non-refundable. This fee is used for the purpose of processing the documents that you send them. You can request the processing of the filed documents within the guaranteed time frame if you pay an extra fee of $15 for the documents that are dropped in person.

Copies: It is normal that you may want to print the copies of merger or acquisition documents. This cannot be possible due to the system limitations. A request for copies can be made using the Business Entities Records Order Form available on the California Secretary of State website. The process is very simple. You will be required to enter the Corporation name or the corporation number at the top of the site and then submit the request. In case the corporation name does not appear in the search results, you will be required to file the request personally at their Sacramento office or through mail.

iv.      Recent shareholder communications

Many important arguments have been made by Wolff (2009) that shareholder communications is very important during the process of mergers and acquisitions. These shareholders must always be informed on what is going on.

In the past the management boards rarely communicated with shareholders directly. The shareholders believe that the directors may have ideas which are different from those of the management staff. They are therefore given a mandate to exercise independent judgment on important matters which affect the corporate performance of the company.

That is a clear indicator that investor expectations have changed over time. Therefore, many boards have made it a common practice to discuss with the shareholders all the important matters affecting the company.

Matters such as mergers and acquisitions have to be deliberated on with the investors in mind. They have to be convinced that the undertaking is worth. The shareholders have to be treated equally as the other stakeholders. A systematic process must be established for the sole purpose of outbound communication with the shareholders. In fact the board should have a well established shareholder communications policy as well as a method of dealing with inbound communication as well as inquiries.

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The shareholders must be informed on matters of interest such as CEO evaluation and succession, corporate strategy, executive compensation, director nominations and board structure after the merger and acquisition process. It is a good practice to meet with the shareholders and discuss their proposals before filing a bid. This is the right time to dispute the claims of investors who are against the merger and acquisition. This way the company will be in a position to prevent the spread of wrong information which is likely to cause personal embarrassment during the annual general meeting.

The directors who meet the shareholders must be thoroughly prepared. They must have a proper understanding of all the issues that are facing the company. They should also anticipate the most likely questions that they will be required to answer. They should also find the best way of answering those questions. The best way depends on the shareholder investment style and how long they have held the company shares. Directors must learn never to be caught off-guard because it will have a negative effect on their credibility.

When discussing the important issues on mergers and acquisitions, a director must learn how to conduct the face-to-face conversations with the shareholders. Make sure that you answer their questions appropriately and still remain with the Regulation Fair Disclosure boundaries. To achieve that end, the directors must undergo a through training. The directors must stay informed on all aspects of their company. The pre-meeting board package plays a key role in getting the directors informed by giving them a detailed analysis of the company shareholder base as well as the most recent changes on company ownership changes and topics which are of great interest to the shareholders.

To get the best out of the director shareholder communications, you must incorporate a feedback mechanism to track all the reports resulting from the original communication. The company should regularly review such reports and incorporate them in their day-2-day running of the company.

During the merger and acquisition period, the company will be expected to communicate with the shareholders on a regular basis. That is one of the best ways to help the shareholders in understanding the policies of the company. This is the time when transparency as well as accountability is highly rated by the shareholders. There are many benefits that the company can accrue due its openness to the shareholders. The media and the community will have a high regard for such company.

v. Certificates of operating authorization

There are many certificates of operating authorization.

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vi.      Minutes of board and other meetings

3. Issued Securities:

a. Not only is current ownership important but due diligence must incorporate the analysis of any and all warrants, options and other instruments that may become due during or because of any transaction

b. Items to check:

i. Copies of stock certificates

ii. Copies of warrants

Warranties are very important because they play 3 important roles during the merger or acquisition. It is argued by McNeill et al(2000) that the warranties help the buyer in understanding the Target Company and in conducting due diligence. Secondly, the warranties make it possible for the buy to refuse to close the deal in a case where the warranties are not true during the closing time. Finally, the warranties make it possible for the buyer to be compensated for damages in case a presentation turns out to be false.

iii. Copies of options

It is argued by McNeill et al (2000) that there are two ways of dealing with copies of options. You can either cash the options out or alternatively you can assume them. It is a good idea to read the agreements and the terms of the equity plan contained on the options copies. Remember, you are not tied to those agreements. The two parties of the merger or acquisition can negotiate on a different way of treating the equity other than that indicated on the options. There are some cases which will require the consent of the optionees.

Cashout

This occur when the option copies are cancelled and payment made for the aggregate spread on those options. Spread is the difference between aggregate deal price and the aggregate exercise price. McNeill et al (2000) further argues that there are some cases where the optionees are paid a premium price to cover for the lost opportunity to participate in the future increase in the buyer potential. The cash out are the buyer’s favorites. On the other hand optionees like the cashout also.

iv. Stock register

v.      Shares issued and when

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vi. Holdings by percentage

                                                          vii.      Outstanding preferred stock

                                                        viii.      Any applicable covenants

                                                           ix.      Outstanding warrants, options and other securities

                                                             x.      Options and other employee benefits

There are many cases where a merger brings in completely new benefits for the retained employees. The benefits are a very important part of any employee compensation. Those employees in the acquired company will have a lot to worry about. They will worry on what will happen to those benefits that were accrued with their employer before the sale of the company. The concerns of the employees will not be limited to those of the pension plan. They will also want to know more about their vacation allotments, accruals and flexible spending accounts.

The purchasing company must therefore carry out a thorough research in order to understand the employer’s policies and benefits and then go on to explain how those benefits will be affected after the purchase.

You will also be required to explain the new benefits that the employees will get as a result of the merger or acquisition. The sale will come with new carriers as well as procedures and even enrollment procedures. All aspects of the benefits must be explained vividly and any new expectations must be set at every point.

In case the acquiring company has plans to credit deductibles, you must indicate that there is a lag time in which the claims are run out through the previous plans before the complete application of deductable credits is done. Give an explanation on whether your company will require an electronic file from the previous vendor or you just need to give an explanation of the benefits to meet part of deductable.

The acquiring firms should also give an explanation on how they are going to treat the other aspects such as dental work on progress. The employees may also have their children undergoing treatment or the employees who are getting their crowns replaced. You should clearly explain how they should submit such claims and then let them know which plan will cover them.

In other cases, the buyer may opt to just continue offering the seller’s plan as it is. This sounds easier because it does not affect the employees. You need to communicate that the benefit

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plan will remain intact even under the new ownership. The only clarification that you need to make is whether the fees and rates will remain intact.

Compare the benefit structures, labor contracts, vacation policies, benefit eligibility, retirement plans, and sick plans among other important aspects. Then work on convincing the new employees on the superiority of the new benefit plan that the company is proposing. After the comparison of the two benefit plans, you will discover that the best move is through having a tradeoff. That way the new plan will be widely accepted.

Payroll Process

A part from enrolling all the new employees in the benefit plans, it is also very important to add them to the payroll system. You will need to do a lot of new-hire paperwork where all new hires will have to fill W-4s so that the taxes can be deducted from the payments they receive. In case of employees who use direct deposit, there is some appropriate authorization forms that must be completed.

xi.      Employee stock ownership

4. Financials:

a. The numbers and the care with which they are prepared say a lot about a company; check the content as well as the presentation.

b. Items to check:

i.      audited financials since inception

ii. Balance sheets

It is argued by Evans(2000) that the Balance Sheets have to be reworked for over a period of six months if you are aiming to get have a successful merger. When the acquiring company spends between 4 to 6 months on perusing the documents, there is a likelihood of getting the most realistic worth of the Target Company. There are a number of areas that you will need to focus on as you study the Balance Sheet.

Look out for those assets which have been overvalued. These are called low quality assets. You must find out their relative market values. It will equally be a good idea to scrutinize the liabilities and identify those liabilities which are understated. These can be allowances, bad debts and pensions. Again there may be some hidden liabilities such as cases of contingencies for lawsuits which are never recorded.

The Inventory should be reviewed with a lot of care so as to identify the overstated inventories if any. If you discover that the inventories are rising over a period of time, then, it is an indicator

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that there is lack of marketability or rising obsolescence. There is also likelihood that LIFO reserves are causing a distortion.

If the receivables are overstated, it means that those receivables are not collectable at all. This is a common observation in the case of intercompany receivables.

The Balance Sheet should be analyzed to determine the valuation of the short-term marketable securities. There are cases where you will discover that the Target Company is holding those securities. Find out whether those securities are valued well. A case where the company is holding investments, check whether they are overstated to avoid any trouble.

Intangibles:

Many companies forget to value some intangibles such as brand names properly. Therefore, check whether they are undervalued as it is the case in most cases.

In the normal circumstances, it should be easier to see the difference between market and book values. In case you find that there is no difference between the two, then, there is some serious manipulation on the submitted documents.

iii. Cash flows

iv. Accounting methods and practices

It is very important for you to understand on how you are going to check on the accounting principles of the Target Company during mergers or acquisitions. There are two techniques that are used to account for mergers and acquisitions currently.

The whole merger or acquisition transaction is treated as a purchase. You will be required to restate the assets of the target company in fair market value. Then get the difference between the prices paid and the fair market price which is paid. The difference is posted to the Balance Sheet under goodwill.

The book values of two companies are combined when mergers or acquisitions take place. In this case, the goodwill is not recognized. This is called pooling of interest and it is only applicable for companies that involve stock only.

During the old times when physical assets were very important, the Purchase Method was very applicable accounting technique during the mergers and acquisitions. Nowadays, companies have put more value into intellectual capital as well as other intangible aspects of the business. That explains where people value the Pooling of Interest Method. It is currently the most common Merger and Acquisition accounting method. If you fail to recognize the intellectual assets of a company, you can only get distorted financial statements.

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It is argued by Wood and Sangster (2006) that when a business is sold in a merger, the seller makes a lot of money through goodwill of the business. The purchasing company gains a lot when it buys a company a going concern outfit. When a business is bought through a merger or acquisition, there is no need for the seller to re-evaluate the assets and record the updated information in his books. It will be the duty of the purchaser to record the changes in assets in the balance sheet as indicated above.

It is very important to spend enough time scrutinizing the accounting records even if it involves some investigative methods. You can send some undercover agents to confirm the financial records which are presented to you. It is argued by Evans (2000) that things can go wrong if you do not carry out some excellent due-diligence. There are real life examples where things have gone wrong in the past. A perfect example was the merger between CUC International and HFS Inc. The merger was announced and then after 4 months, it was discovered that there were some serious accounting irregularities. After the news was announced, the newly formed company - Cendant- lost over $14 billion in terms of the market value.

v. Revenue recognition policies

vi. Management accounts

vii. Budgets and projections

viii. Business plan

ix.      Accounts receivable analysis

x.      Accounts payable analysis

xi. Pricing plans and policies

xii. Revenues and margin by product

xiii. Extraordinary income/expenses

xiv. Analysis of material write downs

xv. Bad debt summary

xvi. Any outstanding contingent liabilities

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xvii.      Any external financial reports/studies

5. Tax:

a. Different jurisdictions have different tax regimes; but they all view unpaid or undeclared tax with disdain. Verifying compliance with tax law is vital

b. Items to check:

i. Federal tax returns for 3 years

                                                             ii.      Local or state tax returns for 3 years

                                                            iii.      Details of any government audit

                                                           iv.      VAT Registration for EU Companies

6. Contracts:

a. Contracts secure supplies and generate liabilities both need to be understood; this process should also be looking for missing contracts (e.g.: no formal deal with a key supplier).

b. Items to check:

i. Bank lending

                                                             ii.      Non-bank lending

                                                            iii.      JV agreements

The joint ventures programs are allowed by many states in U.S. The participating firm’s need a written approval from the state’s Attorney General.

During a merger the purchasing corporation must scrutinize all joint ventures entered by the target corporation to ensure that they do not violate any state laws and regulations. The joint venture should not threaten or affect competition in the industry. That means the joint venture should not lead to the formation of a monopoly by controlling a large market share.

                                                           iv.      Partnership agreements

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                                                             v.      Liens

                                                           vi.      Equipment leases

                                                          vii.      Mortgages and other loans

                                                        viii.      Insurance contracts

                                                           ix.      Supplier contracts

                                                             x.      Vendor contracts

                                                           xi.      Other contracts

7. Official:

a. Many jurisdictions require authorization for various forms of business; verify what permissions are needed and confirm that they are in place and can be transferred to a new owner.

b. Items to check:

i. Copies of permits

                                                             ii.      Copies of licenses

                                                            iii.      Registration certificates

                                                           iv.      Reports to official bodies

                                                             v.      Request from official bodies

8. Litigation:

a. Litigation, even when you are in the right, can be crippling expensive so an understanding of any actual or potential legal cases is vital. The absence of litigation should be a seller warranty.

b. Items to check:

i. Pending litigation against target

ii. Potential liability

iii. Potential costs

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iv. Pending litigation by target

v.      Potential liability

There are many sources of potential liability which must be factored in during the pre-acquisition stage. You must check whether there are any union agreements. If any, read the union contract in order to determine the best compensation and benefits strategy. Then find out how that affects the committee’s liability assessment.

By reviewing the administrative process, you will find out whether the organization has a systematic approach that can be beneficial to the administration. You can make a conclusion based on the request for records during the due diligence process. If the documents are well managed and organized, you might be heading somewhere. A haphazard administrative approach will spell trouble later on.

The Committee must take enough time to have an in-depth review of the target company during the due diligence phase. This is important to avoid getting surprised later on by liabilities which were never anticipated.

vi.      Potential costs

vii.      Settlement documentation

viii.      Employee litigation/claims

You must identify all the ongoing disputes with current and former employees or the employees who are undergoing a difficult situation which may turn into a law suit. The committee must try to find out if the law suits can be converted into dollar amounts as potential risks.

ix. Patent actions

x. Intellectual property actions

9. Products:

a. What the target company sells (products or services) must be fully understood if any transaction is to be completed successfully.

b. Items to check:

i. Product/service offering

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ii. Market share by product

iii. Total market size(s)

iv. Inventory analysis

v.      Inventory valuation

vi. Obsolescence policy

vii. Product backlog analysis

viii. Product seasonality

ix. Major suppliers

x. Supplier spend analysis

10.   Marketing:

a. Every business should know and understand its competitors and its key clients; verify that the target company understands and has delivered this basic.

b. Items to check:

i.      Competitors

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                                                             ii.      Competitors market share

                                                            iii.      Major clients

                                                           iv.      Major client income

                                                             v.      Pricing strategy

                                                           vi.      Marketing collateral

                                                          vii.      Brochures etc.

                                                        viii.      Sales projections by product

                                                           ix.      Commission structure

11. Personnel:

a. Employees are often the most valuable resource for a target company; it is vital that checks are made to ensure they will remain committed to the new owners.

b. Items to check:

i. Organizational chart

http://www.aon.com/human-capital-consulting/consulting/mergers_acquisitions_solutions.jsp

Every time two companies combine in mergers and acquisitions, there is a great change in the organizational chart of the two organizations. This change is necessary in order to achieve new goals. The success of the new outfit depends on how the stakeholders manage change in the two separate entities uniting into one body. There are divergent values as well as traditions that need to be harmonized. Organizational change demands that you prepare your team well by the creation of a compelling vision statement and working hard to overcome resistance to change through explaining why change is good for the company.

You will be required to involve all the senior managers in the process of creating a new organizational mission. Define new strategies and objectives all based on the merger. The two merging companies can play different roles. In some cases, the target company once it is purchased takes over the branding efforts. There are many types of mergers. Competing companies can merge to form new entity. If it is a vertical merger, a company merges with one of its customers. Whatever the case, the merger should reflect a new outfit even in the

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organizational structure. Care must be practiced in cases where you are forced to remove redundancy in the new company.

When working on the organizational chart, involve your employees on all stages of decision making as much as possible. Allow your employees to ask their questions as much as possible. Study the corporate culture of the two companies involved. You will need to plan well in case you are dealing with an organization that is run collaboratively and the traditional top-down organization. To merge the two cultures requires you to identify the best aspects from both sides.

It is argued further by AON (2012) that the best way to introduce changes is through empowering your employees to initiate the changes. The new organization’s vision should be perceived to address the current problems and finally results in a better business life.

All activities and programs organized by the company must be aligned to the brand new strategic plan. Indicators for every program must be put in place to watch the progress towards achieving set goals.

You will need to be patient and allocate enough time for the transition to take place. Employees should be prepared to let go of their old practices that they have been following and adopt new ones. It normally takes time to get used to working with new people in new places.

The new company should put in place a coaching program that guides employees in discovering their new roles. This should be followed by an orientation program that will make it possible for all functions to work as planned.

Using your indicators, you should monitor the working of the company. You can start evaluating customer satisfaction after a period of six months. Adjustments should be made in order to have a positive impact on customers.

You can communicate the changes more effectively through the use of intranet sites, email and newsletters. It is also a good idea to make use of the social media, blogs as well as forums. Here you can give a detailed explanation on the changes that will have to take place because of the mergers. With such a good communication, you will be able to avoid the spread of rumors and propaganda.

The retention strategy process must start earlier before the merger and acquisition starts. Retaining key talent starts the retention process. The most successful mergers and acquisitions in the world have a reputation in retaining talent.

Most companies make use of retention agreements with their employees. Those companies that have been involved in mergers and acquisitions have been very effective due employee retention. Some companies retain all employees or better still a majority of former employees. In North America, employers have a custom of using retention bonuses.

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You can also use performance based metrics to offer retention bonuses. In today’s business world, the companies are aiming to retain the highly skilled employees to use their skills in deciding whether or not to enter into a deal.

Employees from both the purchasing and the target firm will raise concerns about the future of their jobs. The acquisition committee should not only focus on the administrative issues, the acquisition is known to have an overwhelming effect on the employees. These people know there are some adjustments that must be done on the two organizations in order to streamline them. Those employees whose job descriptions overlap may find themselves out of employment.

In many cases, the streamlining process only affects a small section of your workforce. The fact is that all the employees will be worried. To help employees know what the future holds for them, you must keep them informed. In a case where you want to merge some departments, it will be a good idea to let them know it. Give them as much information about your plans as you can manage. Inadequate communication will raise worry amongst your employees. They value their job security as much as you value your company.

ii. Blogs for senior staff

The mergers are never complete until they are formally closed. There is a need therefore for the two companies involved to prepare proper communication plans for the announcement day during the pre-close time. It is argued by Harrison (2013), your M&A communications should majorly focus on senior staff, customers, key suppliers, shareholders and other partner companies.

You can start by appointing a number of spokespeople for each audience as well as the most preferred communication channel. The next thing to do is create a calendar of activities starting right from the day of announcement all through the 90 days period leading to the proposed close date.

The communication from the senior staff can be from various departments. The purchasing company should learn to use the most influential individual from all departments to facilitate internal communication.

It is argues by (Davenport and Barrow 2012) that the senior staff at the Corporate Communication and Public Affairs departments will be at the centre of facilitating communication programs. The direct of corporate communication will play a key role in convincing the shareholders and the media to support the merger or acquisition. A lot will need to be done because the audiences to be addressed are mixed up. Actually, there is an overlap. There are some employees who own shares and shareholders obviously read the papers. The customers also communicate with the employees. There is need for planning for separate communication to each group of people. The important thing is to be consistent in

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passing the key messages to the different groups of people. The senior staff must employ the use of mass communication tools in order to be effective.

Role played by Senior Staff in the Human Resource

The senior staff at the Human Resource department will offer their expertise in handling people with different levels of knowledge as well as attitudes. These are the people who have a proper understanding of the people in working for the union as employee representatives. These are people who understand corporate working culture. They will play a key role in educating other employees on matters of culture. The HR department will effectively answer questions from other employees regarding pension and career prospects.

Senior Staff at the Marketing Department

These are people who are close to the customers. They understand matters dealing with brands. They will assure customers that they will continue to meet their needs. They have plenty of knowledge on how to run huge events for employees and how best to engage their intellect as well as emotions.

They will also set a firm foundation for creating the employer brand after the merger or acquisition process is done. They have full knowledge about brands and how to create them.

Senior Staff at the CEO’s office

The senior employees at the CEO’s office are equipped with the most up-dated information on current affairs regarding the mergers and acquisitions. These are people who can get things done through the use of the CEO’s name. These people have colleagues and allies in other departments.

The communication experts have an important role to play in helping leaders streamline their communications to various stakeholders. These experts should be involved as earlier as possible to help the senior staff members to streamline their communication process. All communication from the purchasing company should build a great story on why the merger or acquisition is necessary.

It is very important for the leaders from the bidder and target companies match their actions with their words. These leaders are always under constant watch from the employees to find out whether they are true to their words.

It is further argued by Devenport and Barrow (2012) that the communication experts should not invent a good story which is undermined by the actions and words of the leaders. In such case, it will be wise to have a consistent story despite the fact that it may be less attractive to the audience.

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Staff Communication is essential

There is very little that the company can talk about integration until the deal closes officially. Instead of keeping silent, you should actually increase the rate of communication. There are some small and large issues that you can tackle. It has been argued by (Harrison 2013) that the finance and accounting departments will have many issues to address during this time. It is very important to capitalize on the internal traffic through the provision of small amounts of information that reassures to the employees of all ranks. This kind of communication will help in the process of lessening the tension caused by the announcement of the deal.

Communication should be done relentlessly

It is common for tensions to rise on both sides of the merger or acquisition. This happens both for employees and the management staff. The fears arise because it is true that saving costs requires the elimination of redundancies. The employees holding duplicate positions are the ones exposed to great risk of losing their jobs. The second groups of people who can be eliminated are those employees whose contribution to the organization is little. It is certain that there will be organizational changes. The only difference is the size of those changes.

The period before closing a merger and acquisition deal should ideally be covered by constant communication. In case you leave the communication void, there will be a lot of uneasiness among the workers bringing about the sense of negativity.

After making final touches on the deal, the company should make use of the respective senior management team to make the new company work well. After the close of the deal, the first challenge that is faced is the communication style of the two companies. As you wait for integration to start, the senior managers are required to work as a team by explaining the process that will be adopted in making decisions.

Stage Communication to Audience ContentPre-merger or acquisition Realities in the

industryAddress rumors and current fears.

Due-diligence None NoneAnnouncement Fast communication to

be a head of the media.

Ensure consistence in the main ideas.

Addressing current rumors and fears

Address the reactions to the announcements

Evaluate the current knowledge of the workforce on the merger or acquisition

Stage between Process and timetable Address current

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announcement and completion

Start making announcements on strategy and structure

rumors and fears Views from the

representatives about the proposed merger or acquisition

Day One Consistent main messages

Initial reasons and decisions made

Process and time table Ways of involving

people in the process Effects on individuals

Channels for individual views

Address fears and rumors

1st 100 days Supply new details when they are due

Watch for the overload

This is the stage for creating the new organization

Building the existing business Expose the vision, mission and values of the brand new organization

Using this chance to create the new organization

iii. Labor/employment disputes

iv.      Employee compensation plans

The Financial Directions (2009) argues that the issues related to employee compensation plans are the most complex to deal with during pre as well as post-acquisition. The selected committee must therefore put aside enough time to work on employee compensation plans. This process should take place during the pre-acquisition so as to allow the smooth flow of the process later on. During the post-acquisition period, there will be limited time to work on those plans satisfactorily. This is a step towards a smooth transition.

v. Pension scheme

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The retirement plans should be part of the benefit review process. They should also be discussed with the stakeholders. Give a vivid explanation on how the new firm will transfer years of service and credit them under the retiree pension benefits if possible. It is a common practice to bring in the employees from the acquired firm as of the date of sale. These new employee in most organizations are never subjected to the new hire waiting period.

                                                           vi.      Option/profit share plans

                                                          vii.      Management incentives

                                                        viii.      Options/profit share

                                                           ix.      Non cash payments

x. Non salary compensations

xi. Medical and other insurance

You need to check out whether there are any ongoing and expensive medical claims. These must be considered as ongoing liabilities as you set the purchase price.

xii. Cars travel etc.

                                                        xiii.      Employee agreements

                                                        xiv.      Confidentiality

It is very important to keep matters strictly confidential before announcing the merger or the acquisition. It will be a great mistake if the shareholders, customers, employees and suppliers are allowed to find out about the intended merger. This will have a damaging effect on the target company. That company will loose a lot of value and key employees will also offer their

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resignation, customers will switch to the competing corporations, productivity will fall and the suppliers will make up their mind not to renew their contracts among other undesirable events. Therefore, there is need for the two participating companies to enter into Confidentiality Agreement.

The Confidentiality Agreement requires that the acquiring corporation should never contact the employees, owners, owners and other people associated with the company to be acquired.

The company should also make sure that they do not distribute any information regarding the company to the outside parties. They should also agree never to use the information they get for any other purpose apart from proposed merger evaluation.

                                                         xv.      Non-compete

                                                        xvi.      IPR protection

                                                      xvii.      Consultants

                                                     xviii.      Consulting agreements

                                                        xix.      Employee numbers

xx. Absenteeism/sickness records

(YMSC 2009) During the sale process, you will be required to consider the employees who have been disabled by sickness. In the event that the employ is not permanently disabled, give a return to work formula for such employee. Ensure that the new employees have life coverage. Some companies have a life plan that requires the employees to be actively working before being covered. In case, your company plan cannot cover the new employees, then, ensure that all those employees not working apply for premium waiver. You can request your life carrier to address the issue through continuity of coverage.

Make sure you do an evaluation of the company disability plan. There are limitations on long-term disability contracts. Find out from you carrier whether they will waive the existing conditions on limitations or if they will apply credit for all the employees hired due to the

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acquisition or merger. In case there are major contractual differences the purchasing organization should take time to explain well.

Take time to evaluate the life insurance plan. Find out how you can factor in the employees who are absent from work during the time of sale due to sickness. It is a common practice to request the new carrier to waive for those employees who are at work to accommodate the new employees and hence make it possible for continuous life coverage.

xxi. Employee manual(s)

It is the duty of the new employer to make sure that all the new employees get all the necessary information that is required by the law. This information is usually provided during the new employee orientation process. In some organization the information is provided after the employee enrolls in the health plan. Even if you have a large number of employees, this step should never be overlooked. The merger or acquisition makes it necessary for you to supply sufficient information regarding the procedures at the new place of work. Therefore, it will be in order for you to give all the new hires a copy of your employee handbook. This is necessary become different companies have different procedures and policies. It will therefore be your duty to ensure that the new employees receive this information promptly.

References

http://www.ftc.gov/speeches/other/dvperumerg.shtm

Federal Trade Commission

*Kuenyehia, K. (2010). Seven Strategies of negotiation for M&A.

xxxxxxxxxxxxxxxxxxxxxx

Wolff, M. 2013. Board shareholder communications.

Maureen WolffPresident & Partner

http://blog.investorrelations.com/2009/12/01/board-shareholder-communications/

Acessed on: 22nd Jan 2013: 8:30pm

Xxxxxxxxxxxxxxxx

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YMSC. Imaa Institute. 2009. Managing Mergers and Acquisitions, Weston Parkway:

Xxxxxxxxxxxxxxx

http://www.aon.com/human-capital-consulting/consulting/mergers_acquisitions_solutions.jsp

xxxx

State of California

http://www.sos.ca.gov/business/be/filing-tips-corp.htm

http://www.sos.ca.gov/business/be/filing-tips-corp.htm

Wood, F. and Sangster, A. (2006). Business Accounting 1. Harlow: Pearson Education Limited.

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