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80-425: Historical antecedents come from ancient Roman times, with ancient Roman publicans (Latin: publicanus , plural: publicani ) or "Roman contractors" being engaged to erect or maintain public buildings, supply armies overseas, or collect certain taxes (such as tithes and customs). This system for letting contracts was well established by the 3rd century BC. The modern practice of interim management started in

160-689: A monopoly ", and the Hart–Scott–Rodino Act requires notifying the U.S. Department of Justice 's Antitrust Division and the Federal Trade Commission about any merger or acquisition over a certain size. An acquisition/takeover is the purchase of one business or company by another company or other business entity. Specific acquisition targets can be identified through myriad avenues, including market research, trade expos, sent up from internal business units, or supply chain analysis. Such purchase may be of 100%, or nearly 100%, of

240-405: A business retain just a handful of key players that would have otherwise left. Organizations should move rapidly to re-recruit key managers. It's much easier to succeed with a team of quality players that one selects deliberately rather than try to win a game with those who randomly show up to play. Mergers and acquisitions often create brand problems, beginning with what to call the company after

320-569: A business, which accrues to both categories of stakeholders, is called the Enterprise Value (EV), whereas the value which accrues just to shareholders is the Equity Value (also called market capitalization for publicly listed companies). Enterprise Value reflects a capital structure neutral valuation and is frequently a preferred way to compare value as it is not affected by a company's, or management's, strategic decision to fund

400-563: A competitive position with the publicani . Still, the overall operation of the private contractors seems to have supplied satisfactory results for the management of the Republic. The degradation of the role of private contracting coincided with the beginning of the rule of the emperors, during which the oligarchic power of the Senate had to give way for the autocratic rule of the Caesars, and

480-473: A function of their acquisition activity. Therefore, additional motives for merger and acquisition that may not add shareholder value include: The M&A process itself is a multifaceted which depends upon the type of merging companies. The M&A process results in the restructuring of a business's purpose, corporate governance and brand identity. An arm's length merger is a merger: ″The two elements are complementary and not substitutes. The first element

560-635: A geo-political change was its use by the German privatization agency after reunification of East and West, post 1989. The demand was created for interim managers in Eastern Germany to apply the required management and leadership competencies necessary to re-structure the formerly state owned companies. Demand continued to grow in the 1990s in Germany as the economy struggled to deal with unification, recession and resultant ambitious economic forecasts for

640-433: A larger and/or longer-established company and retain the name of the latter for the post-acquisition combined entity. This is known as a reverse takeover . Another type of acquisition is the reverse merger , a form of transaction that enables a private company to be publicly listed in a relatively short time frame. A reverse merger is a type of merger where a privately held company, typically one with promising prospects and

720-579: A legal and financial point of view, both mergers and acquisitions generally result in the consolidation of assets and liabilities under one entity, and the distinction between the two is not always clear. Most countries require mergers and acquisitions to comply with antitrust or competition law . In the United States , for example, the Clayton Act outlaws any merger or acquisition that may "substantially lessen competition" or "tend to create

800-426: A merger or acquisition transaction can range from political to tactical. Ego can drive choice just as well as rational factors such as brand value and costs involved with changing brands. Beyond the bigger issue of what to call the company after the transaction comes the ongoing detailed choices about what divisional, product and service brands to keep. The detailed decisions about the brand portfolio are covered under

880-436: A merger, a tender offer or a hostile takeover. As an aspect of strategic management , M&A can allow enterprises to grow or downsize , and change the nature of their business or competitive position. Technically, a merger is the legal consolidation of two business entities into one, whereas an acquisition occurs when one entity takes ownership of another entity's share capital , equity interests or assets . From

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960-507: A more centralised public civil service system replaced private contractors in implementing the most important parts of public policy. However, the equestrian order, to which the publicani belonged, formed the backbone of the population from which civil servants were recruited. Throughout history, the publicani , or, more precisely, their local henchmen, were probably best known from their minor local tax collecting duties in Roman provinces during

1040-444: A need for financing, acquires a publicly listed shell company that has few assets and no significant business operations. The combined evidence suggests that the shareholders of acquired firms realize significant positive "abnormal returns," while shareholders of the acquiring company are most likely to experience a negative wealth effect. Most studies indicate that M&A transactions have a positive net effect, with investors in both

1120-434: A situation where one company splits into two, generating a second company which may or may not become separately listed on a stock exchange. As per knowledge-based views, firms can generate greater values through the retention of knowledge-based resources which they generate and integrate. Extracting technological benefits during and after acquisition is an ever-challenging issue because of organizational differences. Based on

1200-550: A special committee of independent directors; and 2) conditioned on an affirmative vote of a majority of the minority stockholders, the business judgment standard of review should presumptively apply, and any plaintiff ought to have to plead particularized facts that, if true, support an inference that, despite the facially fair process, the merger was tainted because of fiduciary wrongdoing.″ A Strategic merger usually refers to long-term strategic holding of target (Acquired) firm. This type of M&A process aims at creating synergies in

1280-468: A total value of US$ 2,164.4 bil. Some of the largest mergers of equals took place during the dot-com bubble of the late 1990s and in the year 2000: AOL and Time Warner (US$ 164 bil.), SmithKline Beecham and Glaxo Wellcome (US$ 75 bil.), Citicorp and Travelers Group (US$ 72 bil.). More recent examples this type of combinations are DuPont and Dow Chemical (US$ 62 bil.) and Praxair and Linde (US$ 35 bil.). An analysis of 1,600 companies across industries revealed

1360-406: A value that (in theory) approximated the tax available for collection in that region. The payment to Rome was treated as a loan and the publicani would receive interest on their payment at the end of the collection period. In addition, any excess (over their bid) tax collected would be pure profit for the publicani . The principal risk to the publicani was that the tax collected would be less than

1440-456: Is friendly or hostile . Achieving acquisition success has proven to be very difficult, while various studies have shown that 50% of acquisitions were unsuccessful. "Serial acquirers" appear to be more successful with M&A than companies who make acquisitions only occasionally (see Douma & Schreuder, 2013, chapter 13). The new forms of buy out created since the crisis are based on serial type acquisitions known as an ECO Buyout which

1520-478: Is a co-community ownership buy out and the new generation buy outs of the MIBO (Management Involved or Management & Institution Buy Out) and MEIBO (Management & Employee Involved Buy Out). Whether a purchase is perceived as being "friendly" or "hostile" depends significantly on how the proposed acquisition is communicated to and perceived by the target company's board of directors, employees, and shareholders. It

1600-426: Is a triangular merger, where the target company merges with a shell company wholly owned by the buyer, thus becoming a subsidiary of the buyer. In a "forward triangular merger ", the target company merges into the subsidiary, with the subsidiary as the surviving company of the merger; a "reverse triangular merger" is similar except that the subsidiary merges into the target company, with the target company surviving

1680-425: Is between two competitors in the same industry. A vertical merger occurs when two firms combine across the value chain, such as when a firm buys a former supplier (backward integration) or a former customer (forward integration). When there is no strategic relatedness between an acquiring firm and its target, this is called a conglomerate merger (Douma & Schreuder, 2013). The form of merger most often employed

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1760-399: Is combined into another entity by operation of the corporate law statute(s) of the jurisdiction of the merging entities. In a transaction structured as a merger or an equity purchase, the buyer acquires all of the assets and liabilities of the acquired entity. In a transaction structured as an asset purchase, the buyer and seller agree on which assets and liabilities the buyer will acquire from

1840-425: Is complete, the parties may proceed to draw up a definitive agreement, known as a "merger agreement", "share purchase agreement," or "asset purchase agreement" depending on the structure of the transaction. Such contracts are typically 80 to 100 pages long and focus on five key types of terms: Following the closing of a deal, adjustments may be made to some of the provisions outlined in the purchase agreement, such as

1920-495: Is different from the existing international networks which have been created by providers because it is run by Interim Managers for Interim Managers. INIMA aims to be an International Network of Interim Manager Associations as a nonprofit organization whose partners share common principles, values and a code of conduct. INIMA supports cross border collaboration to advance the Interim Management profession and facilitate

2000-426: Is important because the directors have the capability to act as effective and active bargaining agents, which disaggregated stockholders do not. But, because bargaining agents are not always effective or faithful, the second element is critical, because it gives the minority stockholders the opportunity to reject their agents' work. Therefore, when a merger with a controlling stockholder was: 1) negotiated and approved by

2080-412: Is normal for M&A deal communications to take place in a so-called "confidentiality bubble," wherein the flow of information is restricted pursuant to confidentiality agreements. In the case of a friendly transaction, the companies cooperate in negotiations; in the case of a hostile deal, the board and/or management of the target is unwilling to be bought or the target's board has no prior knowledge of

2160-415: Is possible only when resources are exchanged and managed without affecting their independence. A corporate acquisition can be structured legally as either an "asset purchase" in which the seller sells business assets and liabilities to the buyer, an "equity purchase" in which the buyer purchases equity interests in a target company from one or more selling shareholders or a "merger" in which one legal entity

2240-464: Is provided by full-service investment banks- who often advise and handle the biggest deals in the world (called bulge bracket ) - and specialist M&A firms, who provide M&A only advisory, generally to mid-market, select industries and SBEs. Highly focused and specialized M&A advice investment banks are called boutique investment banks . The dominant rationale used to explain M&;A activity

2320-485: Is some variation at the margins of interim management (with temporary workers, freelancers, contractors and consultants) the following factors are typical of the interim management value proposition:. Interim assignments vary in scope and requirements, encompassing change management, 'gap' assignments, project management and turnaround management. The following stages of the 'assignment lifecycle' are typical of how interim managers enter into an assignment, reach and carry out

2400-487: Is that acquiring firms seek improved financial performance or reduce risk. The following motives are considered to improve financial performance or reduce risk: Megadeals—deals of at least one $ 1 billion in size—tend to fall into four discrete categories: consolidation, capabilities extension, technology-driven market transformation, and going private. On average and across the most commonly studied variables, acquiring firms' financial performance does not positively change as

2480-534: The Hudson's Bay Company merged with the rival North West Company . The Great Merger Movement was a predominantly U.S. business phenomenon that happened from 1895 to 1905. During this time, small firms with little market share consolidated with similar firms to form large, powerful institutions that dominated their markets, such as the Standard Oil Company , which at its height controlled nearly 90% of

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2560-404: The 'new' economy. One prominent example, mentioned by Bruns (2006) was the appointment of Helmut Sihler as interim CEO of German Telekom AG in 2001. There are several factors that make the interim management offering increasingly popular and cost-effective to client organisations. These factors are characterised as a 'value proposition' that interim managers offer to their clients. Although there

2640-665: The Executive Search firm Egon Zehnder International and with the Private Equity fund Euroventures, to start a new business initiative "EIM - Executive Interim Management" which its scope was to spread the Interim Management service around the world thanks to the network international of Egon Zehnder offices. Since the 1980s, the concept and use of interim managers as a resourcing tool for organisations has received attention from academic researchers and policy makers as well as practitioners. In 1984, Atkinson postulated

2720-800: The Great Merger Movement were able to keep their dominance in their respective sectors through 1929, and in some cases today, due to growing technological advances of their products, patents , and brand recognition by their customers. There were also other companies that held the greatest market share in 1905 but at the same time did not have the competitive advantages of the companies like DuPont and General Electric . These companies such as International Paper and American Chicle saw their market share decrease significantly by 1929 as smaller competitors joined forces with each other and provided much more competition. The companies that merged were mass producers of homogeneous goods that could exploit

2800-720: The Institute Of Corporate and Interim Management has been approved by The Federal Ministry Of Education and established under Federal Government Decree No. 1 of 1990, to promote Corporate and Interim Management practice in Africa. INIMA - The International Network of Interim Manager Associations started in December 2020. All the leading European Interim Manager associations are partners of INIMA. and they represent nine countries and over 2500 practising Interim Managers, many of whom are operating Internationally. INIMA

2880-530: The Republic (c. 1st century BC). The publicans were usually of the class of equites . During the republican era, civil service, which was the size of modern middle-sized city governments , dealt with organising public policy for nearly thirty million people. The solution for the day-to-day operation of public administration was the extensive use of private contracting in the implementation of public policies. The earliest accounts of contracting describe contracts for feeding sacred geese, which were honoured for warning

2960-450: The acquiring company's stock, issued to the shareholders of the acquired company at a given ratio proportional to the valuation of the latter. They receive stock in the company that is purchasing the smaller subsidiary. There are some elements to think about when choosing the form of payment. When submitting an offer, the acquiring firm should consider other potential bidders and think strategically. The form of payment might be decisive for

3040-512: The acquisition so the team can focus on projects for their new employer). In recent years, these types of acquisitions have become common in the technology industry, where major web companies such as Facebook , Twitter , and Yahoo! have frequently used talent acquisitions to add expertise in particular areas to their workforces. Merger of equals is often a combination of companies of a similar size. Since 1990, there have been more than 625 M&A transactions announced as mergers of equals with

3120-439: The actual implementation, and finally exit the assignment. The assignment should include a plan for making resources available to meet the longer-term goals. The early stages have much in common with consultancy , as do later stages with project management , but the accountability and responsibility that interim managers have for successful analysis and delivery of a fitting solution, is what makes these stages uniquely typical of

3200-514: The assets and liabilities that pertain solely to the unit being sold, determining whether the unit relies on services from other parts of the seller's organization, transferring employees, moving permits and licenses, and safeguarding against potential competition from the seller in the same business sector after the transaction is completed. From an economic point of view, business combinations can also be classified as horizontal, vertical and conglomerate mergers (or acquisitions). A horizontal merger

3280-581: The assets or ownership equity of the acquired entity. A consolidation/amalgamation occurs when two companies combine to form a new enterprise altogether, and neither of the previous companies remains independently owned. Acquisitions are divided into "private" and "public" acquisitions, depending on whether the acquiree or merging company (also termed a target ) is or is not listed on a public stock market . Some public companies rely on acquisitions as an important value creation strategy. An additional dimension or categorization consists of whether an acquisition

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3360-446: The business either through debt, equity, or a portion of both. Five common ways to "triangulate" the enterprise value of a business are: Professionals who value businesses generally do not use just one method, but a combination. Valuations implied using these methodologies can prove different to a company's current trading valuation. For public companies, the market based enterprise value and equity value can be calculated by referring to

3440-482: The buyer and target companies seeing positive returns. This suggests that M&A creates economic value, likely by transferring assets to more efficient management teams who can better utilize them. (See Douma & Schreuder, 2013, chapter 13). There are also a variety of structures used in securing control over the assets of a company, which have different tax and regulatory implications: The terms " demerger ", " spin-off " and "spin-out" are sometimes used to indicate

3520-469: The buyer. Hence, the analysis should be done from the acquiring firm's point of view. Synergy-creating investments are started by the choice of the acquirer, and therefore they are not obligatory, making them essentially real options . To include this real options aspect into analysis of acquisition targets is one interesting issue that has been studied lately. See also contingent value rights . Mergers are generally differentiated from acquisitions partly by

3600-466: The citizens of Rome of approaching enemies, on the hill of Capitolium in Rome in 390 BC. Private organisations, societas publicanorum , and their managers, the publicani , took care of most public duties, such as constructing public buildings, supplying equipment for the army, operating mines and, most importantly, collecting taxes. The societies participated in tenders for public duties. Those who offered

3680-576: The collection of port duties, and oversaw public building projects. In addition, they served as tax collectors for the Roman Republic (and later the Roman Empire ), farming the taxes of the Roman provinces, and bidding on contracts (from the Senate in Rome) for the collection of various types of taxes. Importantly, this role as tax collectors was not emphasized until late into the history of

3760-462: The company's current account), liquidity ratios might decrease. On the other hand, in a pure stock for stock transaction (financed from the issuance of new shares), the company might show lower profitability ratios (e.g. ROA). However, economic dilution must prevail towards accounting dilution when making the choice. The form of payment and financing options are tightly linked. If the buyer pays cash, there are three main financing options: M&A advice

3840-469: The company's share price and components on its balance sheet. The valuation methods described above represent ways to determine value of a company independently from how the market currently, or historically, has determined value based on the price of its outstanding securities. Most often value is expressed in a Letter of Opinion of Value (LOV) when the business is being valued informally. Formal valuation reports generally get more detailed and expensive as

3920-420: The content analysis of seven interviews, the authors concluded the following components for their grounded model of acquisition: An increase in acquisitions in the global business environment requires enterprises to evaluate the key stake holders of acquisitions very carefully before implementation. It is imperative for the acquirer to understand this relationship and apply it to its advantage. Employee retention

4000-430: The control of the buyer modified. If the issuance of shares is necessary, shareholders of the acquiring company might prevent such capital increase at the general meeting of shareholders. The risk is removed with a cash transaction. Then, the balance sheet of the buyer will be modified and the decision maker should take into account the effects on the reported financial results. For example, in a pure cash deal (financed from

4080-405: The efficiencies of large volume production. In addition, many of these mergers were capital-intensive. Due to high fixed costs, when demand fell, these newly merged companies had an incentive to maintain output and reduce prices. However more often than not mergers were "quick mergers". These "quick mergers" involved mergers of companies with unrelated technology and different management. As a result,

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4160-468: The efficiency gains associated with mergers were not present. The new and bigger company would actually face higher costs than competitors because of these technological and managerial differences. Thus, the mergers were not done to see large efficiency gains, they were in fact done because that was the trend at the time. Companies which had specific fine products, like fine writing paper, earned their profits on high margin rather than volume and took no part in

4240-413: The emergence of an organisation design comprising both a core and a peripheral workforce, using differing forms of contractual relationship (flexibility) on an international basis. Examples of further study include Kalleberg (2000), looking at temporary, contract and part-time work; and Bosch (2004) looking at Western European "employment" relationships. A good example of interim management benefitting from

4320-472: The enterprise. As slaves were 'things' responsible for only their own cost, they liberated the owners of their personal liabilities. At the height of the Republic 's era of provincial expansion (roughly 146 BC until the end of the Republic in 27 BC) the Roman tax farming system was very profitable for the publicani . The right to collect taxes for a particular region would be auctioned every few years for

4400-533: The exchange of knowledge between the members of the INIMA partner associations. INIMA shall encourage communication, and share experiences, best practices and competencies. Publicans In antiquity , publicans ( Greek τελώνης telōnēs [singular]; Latin publicanus [singular]; publicani [plural]) were public contractors, who in their official capacity often supplied the Roman legions and military, managed

4480-590: The existence of publicans extends as far back as the 3rd century BC, although it is generally assumed that they existed at still earlier times in Roman history. Knowledge of a tentative terminus post quem is taken from the histories of the 1st century AD Imperial historian Livy . Mergers Mergers and acquisitions ( M&A ) are business transactions in which the ownership of companies , business organizations , or their operating units are transferred to or consolidated with another company or business organization. This could happen through direct absorption,

4560-409: The first type of limited liability shareholder-owned companies. A legal structure for limiting liability in purely private business activity did not exist at the time. To limit personal liability, which could lead to slavery and the confiscation of all personal property, early entrepreneurs invented the practice of common slave ownership, in which a jointly owned slave served as chief executive officer of

4640-473: The global oil refinery industry. It is estimated that more than 1,800 of these firms disappeared into consolidations, many of which acquired substantial shares of the markets in which they operated. The vehicle used were so-called trusts . In 1900 the value of firms acquired in mergers was 20% of GDP . In 1990 the value was only 3% and from 1998 to 2000 it was around 10–11% of GDP. Companies such as DuPont , U.S. Steel , and General Electric that merged during

4720-646: The imperial era By New Testament times, the provincial people came to see the publicans chiefly as tax collectors. It is in this sense that the term is used in Jesus' parable of the Pharisee and the Publican . However, their role as public contractors, especially as regards building projects, was still significant. With the rise of a much larger Imperial bureaucracy, this task of the publicans, as well as their overall importance, declined precipitously. Evidence for

4800-476: The interim management approach. There are a number of different business situations that could result in the need for an interim manager. Typically these could be situations such as crisis management , sudden departure, illness, death, change management, managing change or transition, start-up and scale-up businesses, sabbaticals, MBOs and IPOs , mergers and acquisitions , and project management . The functions of an interim manager are almost endless, thus

4880-461: The knights, became part of the power-balancing mechanism of ancient Rome. Tax farming deals in newly acquired eastern provinces in Asia Minor proved to be a highly lucrative source of income for the companies, which placed publicani in competitive positions with the appointed local governors of the provinces. Also, the exclusion of the publicani from the Senate opened up positions for them in

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4960-440: The long run by increased market share, broad customer base, and corporate strength of business. A strategic acquirer may also be willing to pay a premium offer to target firm in the outlook of the synergy value created after M&A process. The term "acqui-hire" is used to refer to acquisitions where the acquiring company seeks to obtain the target company's talent, rather than their products (which are often discontinued as part of

5040-474: The lowest price won construction deals, and those who guaranteed the highest amount of collected taxes for the Senate succeeded in tax collection tenders. The management structure of the societies represented a core-periphery structure with a relatively small permanent management structure and a large short-term operative work-force, which could be adjusted according to successes and losses in consecutive competitive tenders. The societas publicanorum were probably

5120-440: The merger. Mergers, asset purchases and equity purchases are each taxed differently, and the most beneficial structure for tax purposes is highly situation-dependent. Under the U.S. Internal Revenue Code , a forward triangular merger is taxed as if the target company sold its assets to the shell company and then liquidated, them whereas a reverse triangular merger is taxed as if the target company's shareholders sold their stock in

5200-591: The mid to late-1970s, when permanent employees in The Netherlands were protected by long notice periods and companies faced large costs for terminating employees . Hiring temporary managers seemed like an ideal solution. Interim Management was introduced for the first time in Europe by the Dutch consulting firm Boer and Croon , as an operational completion and implementation of the recommendations contained in

5280-429: The most value from a business assessment, objectives should be clearly defined and the right resources should be chosen to conduct the assessment in the available timeframe. As synergy plays a large role in the valuation of acquisitions, it is paramount to get the value of synergies right; as briefly alluded to re DCF valuations. Synergies are different from the "sales price" valuation of the firm, as they will accrue to

5360-417: The offer. Hostile acquisitions can, and often do, ultimately become "friendly" as the acquirer secures endorsement of the transaction from the board of the acquiree company. This usually requires an improvement in the terms of the offer and/or through negotiation. "Acquisition" usually refers to a purchase of a smaller firm by a larger one. Sometimes, however, a smaller firm will acquire management control of

5440-446: The purchase price. These adjustments are subject to enforceability issues in certain situations. Alternatively, certain transactions use the 'locked box' approach, where the purchase price is fixed at signing and based on the seller's equity value at a pre-signing date and an interest charge. The assets of a business are pledged to two categories of stakeholders: equity owners and owners of the business' outstanding debt. The core value of

5520-446: The rewards for M&A activity were greater for consumer products companies than the average company. For the period 2000–2010, consumer products companies turned in an average annual TSR of 7.4%, while the average for all companies was 4.8%. Given that the cost of replacing an executive can run over 100% of his or her annual salary, any investment of time and energy in re-recruitment will likely pay for itself many times over if it helps

5600-574: The scope of an interim manager's skill set is quite unique. The interim management concept has taken root in the UK, Germany, and Belgium, and is spreading elsewhere, most notably in Australia, the US, France, and Ireland. In Spain recruitment increased by 68% in 2011, according to Michael Page Interim management, and since 2013 there is a first association called "Association Interim Management Spain". In Nigeria,

5680-448: The seller. Asset purchases are common in technology transactions in which the buyer is most interested in particular intellectual property but does not want to acquire liabilities or other contractual relationships. An asset purchase structure may also be used when the buyer wishes to buy a particular division or unit of a company that is not a separate legal entity. Divestitures present a variety of unique challenges, such as identifying

5760-442: The seller. With pure cash deals, there is no doubt on the real value of the bid (without considering an eventual earnout). The contingency of the share payment is indeed removed. Thus, a cash offer preempts competitors better than securities. Taxes are a second element to consider and should be evaluated with the counsel of competent tax and accounting advisers. Third, with a share deal the buyer's capital structure might be affected and

5840-414: The size of a company increases, but this is not always the case as the nature of the business and the industry it is operating in can influence the complexity of the valuation task. Objectively evaluating the historical and prospective performance of a business is a challenge faced by many. Generally, parties rely on independent third parties to conduct due diligence studies or business assessments. To yield

5920-586: The special courts, allowing them to weigh the limits and practices of government power. The actions of the publicani were fiercely criticised. They were accused of insurance fraud in delivering goods during the Punic wars, of excessive greed when collecting taxes in the provinces, of exceptionally cruel conduct towards slave labour working in the mines, and of fraudulent practices in trying to get rid of unprofitable public contracts. However, surviving literary sources are mainly based on accounts of senators, who were in

6000-528: The strategy projects managed by the firm. Facing extreme rigidity in hiring and firing managers and the need for extreme flexibility and speed, the solution of being able to dispose top management skills on short notice and for limited periods of time seemed to be the ideal one. As a consequence of the success of this service in the Netherlands, Boer and Croon signed, in February 1987, a Joint Venture with

6080-465: The sum bid. In the Roman Republic, the distinction between politics and business was clear-cut. Senators could not take part in the management of the societas publicanorum or other business activities, but they could be shareholders of the companies. Likewise, private contractors could not enter seats in the Senate. Consequently, the publicani , as the most influential group in the order of

6160-490: The target company to the buyer. The documentation of an M&A transaction often begins with a letter of intent . The letter of intent generally does not bind the parties to commit to a transaction, but may bind the parties to confidentiality and exclusivity obligations so that the transaction can be considered through a due diligence process involving lawyers, accountants, tax advisors, and other professionals, as well as business people from both sides. After due diligence

6240-658: The topic brand architecture . Most histories of M&A begin in the late 19th century United States. However, mergers coincide historically with the existence of companies. In 1708, for example, the East India Company merged with an erstwhile competitor to restore its monopoly over the Indian trade. In 1784, the Italian Monte dei Paschi and Monte Pio banks were united as the Monti Reuniti. In 1821,

6320-547: The transaction and going down into detail about what to do about overlapping and competing product brands. Decisions about what brand equity to write off are not inconsequential. And, given the ability for the right brand choices to drive preference and earn a price premium, the future success of a merger or acquisition depends on making wise brand choices. Brand decision-makers essentially can choose from four different approaches to dealing with naming issues, each with specific pros and cons: The factors influencing brand decisions in

6400-406: The way in which they are financed and partly by the relative size of the companies. Various methods of financing an M&A deal exist: Payment by cash. Such transactions are usually termed acquisitions rather than mergers because the shareholders of the target company are removed from the picture and the target comes under the (indirect) control of the bidder's shareholders. Payment in the form of

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