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96-721: OCLC, Inc. , doing business as OCLC , is an American nonprofit cooperative organization "that provides shared technology services, original research, and community programs for its membership and the library community at large". It was founded in 1967 as the Ohio College Library Center , then became the Online Computer Library Center as it expanded. In 2017, the name was formally changed to OCLC, Inc. OCLC and thousands of its member libraries cooperatively produce and maintain WorldCat ,

192-514: A "community engagement system" that "combines the power of customer relationship management, marketing, and analytics with ILS functions". OCLC began offering Wise to libraries in the United States in 2019. In January 2015, OCLC acquired Sustainable Collection Services (SCS). SCS offered consulting services based on analyzing library print collection data to help libraries manage and share materials. In 2017, OCLC acquired Relais International,

288-420: A DBA must be registered with a local or state government, or both, depending on the jurisdiction. For example, California, Texas and Virginia require a DBA to be registered with each county (or independent city in the case of Virginia) where the owner does business. Maryland and Colorado have DBAs registered with a state agency. Virginia also requires corporations and LLCs to file a copy of their registration with

384-467: A DBA statement, though names including the first and last name of the owner may be accepted. This also reduces the possibility of two local businesses operating under the same name, although some jurisdictions do not provide exclusivity for a name, or may allow more than one party to register the same name. Note, though, that this is not a substitute for filing a trademark application. A DBA filing carries no legal weight in establishing trademark rights. In

480-580: A Review Board to consult with member libraries more transparently. In August 2012, OCLC recommended that member libraries adopt the Open Data Commons Attribution (ODC-BY) license when sharing library catalog data, although some member libraries have explicit agreements with OCLC that they can publish catalog data using the CC0 Public Domain Dedication. Doing business as In a number of countries,

576-589: A broad range of purposes and business models." OCLC has collaborated with the Wikimedia Foundation and the Wikimedia volunteer community, through integrating library metadata with Wikimedia projects, hosting a Wikipedian in residence , and doing a national training program through WebJunction called "Misplaced Pages + Libraries: Better Together". OCLC's WorldCat database is used by the general public and by librarians for cataloging and research. WorldCat

672-405: 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

768-569: 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

864-516: A businessperson writes a trade name on a contract, invoice, or cheque, they must also add the legal name of the business. Numbered companies will very often operate as something other than their legal name, which is unrecognizable to the public. In Chile , a trade name is known as a nombre de fantasía ('fantasy' or 'fiction' name), and the legal name of business is called a razón social (social name). In Ireland , businesses are legally required to register business names where these differ from

960-488: A centralized support center. In July 2010, the company was sued by SkyRiver, a rival startup, in an antitrust suit . Library automation company Innovative Interfaces joined SkyRiver in the suit. The suit was dropped in March 2013, however, following the acquisition of SkyRiver by Innovative Interfaces . Innovative Interfaces was bought by ExLibris in 2020, therefore passing OCLC as the dominant supplier of ILS services in

1056-490: A cooperative of participating global libraries, was acquired by Springshare from OCLC in 2019 and migrated to Springshare's LibAnswers platform. OCLC commercially sells software, such as: OCLC has been conducting research for the library community for more than 30 years. In accordance with its mission, OCLC makes its research outcomes known through various publications. These publications, including journal articles, reports, newsletters, and presentations, are available through

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1152-400: A cooperative, computerized network for libraries in the state of Ohio . The group first met on July 5, 1967, on the campus of Ohio State University to sign the articles of incorporation for the nonprofit organization and hired Frederick G. Kilgour , a former Yale University medical school librarian, as first executive director. Kilgour and Ralph H. Parker, who was the head of libraries at

1248-473: 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

1344-597: A key role in OCLC governance, with networks electing delegates to serve on the OCLC Members Council. During 2008, OCLC commissioned two studies to look at distribution channels; at the same time, the council approved governance changes that had been recommended by the Board of Trustees severing the tie between the networks and governance. In early 2009, OCLC negotiated new contracts with the former networks and opened

1440-433: 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

1536-490: A library interlibrary loan service provider based in Ottawa, Canada. A more complete list of mergers and acquisitions is available on the OCLC website. In May 2008, OCLC was criticized by Jeffrey Beall for monopolistic practices, among other faults. Library blogger Rick Mason responded that although he thought Beall had some "valid criticisms" of OCLC, he demurred from some of Beall's statements and warned readers to "beware

1632-426: 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

1728-444: 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

1824-458: A registered legal name and a fictitious business name, or trade name, is important because fictitious business names do not always identify the entity that is legally responsible . Legal agreements (such as contracts ) are normally made using the registered legal name of the business. If a corporation fails to consistently adhere to such important legal formalities like using its registered legal name in contracts, it may be subject to piercing of

1920-434: 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

2016-550: 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

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2112-468: 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

2208-402: A trade name to conduct business using a simpler name rather than using their formal and often lengthier name. Trade names are also used when a preferred name cannot be registered, often because it may already be registered or is too similar to a name that is already registered. Using one or more fictitious business names does not create additional separate legal entities. The distinction between

2304-456: 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

2400-478: 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

2496-598: Is a division of OCLC funded by grants from the Bill & Melinda Gates Foundation beginning in 2003. OCLC partnered with search engine providers in 2003 to advocate for libraries and share information across the Internet landscape. Google, Yahoo! , and Ask.com all collaborated with OCLC to make WorldCat records searchable through those search engines. OCLC's advocacy campaign "Geek the Library", started in 2009, highlights

2592-426: 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

2688-485: Is available to the public for searching via a subscription web-based service called FirstSearch, to which many libraries subscribe, as well as through the publicly available WorldCat.org. OCLC assigns a unique control number (referred to as an "OCN" for "OCLC Control Number") to each new bibliographic record in WorldCat. Numbers are assigned serially, and in mid-2013 over a billion OCNs had been created. In September 2013,

2784-425: 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

2880-497: Is called a razón social . Corporate acquisition 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, 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

2976-399: 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

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3072-425: 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

3168-426: 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

3264-412: 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

3360-415: 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

3456-464: 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

3552-487: 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

3648-500: 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

3744-534: 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

3840-1209: The Society of American Archivists , the Open Archives Initiative , the Institute for Museum and Library Services , the International Organization for Standardization , the National Information Standards Organization , the World Wide Web Consortium , the Internet Engineering Task Force , and Internet2 . One of the most successful contributions to this effort was the Dublin Core Metadata Initiative, "an open forum of libraries, archives, museums, technology organizations, and software companies who work together to develop interoperable online metadata standards that support

3936-466: The United Kingdom , there is no filing requirement for a "business name", defined as "any name under which someone carries on business" that, for a company or limited liability partnership, "is not its registered name", but there are requirements for disclosure of the owner's true name and some restrictions on the use of certain names. A minority of U.S. states, including Washington , still use

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4032-677: The University of Missouri , had proposed the shared cataloging system in a 1965 report as consultants to the Committee of Librarians of the Ohio College Association. Kilgour and Parker wished to merge the latest information storage and retrieval system of the time, the computer, with the oldest, the library. They were inspired in part by the earlier Columbia–Harvard–Yale Medical Libraries Computerization Project, an attempt at shared automated printing of catalog cards. The plan

4128-800: 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

4224-722: The Netherlands and which was renamed "OCLC" at the end of 2007. In July 2006, the Research Libraries Group (RLG) merged with OCLC. On January 11, 2008, OCLC announced that it had purchased EZproxy . It has also acquired OAIster . The process started in January 2009 and from October 31, 2009, OAIster records are freely available via WorldCat.org. In 2013, OCLC acquired the Dutch library automation company HKA and its integrated library system Wise, which OCLC calls

4320-519: The OCLC declared these numbers to be in the public domain , removing a perceived barrier to widespread use of OCNs outside OCLC itself. The control numbers link WorldCat's records to local library system records by providing a common reference key for a record across libraries. OCNs are particularly useful as identifiers for books and other bibliographic materials that do not have ISBNs (e.g., books published before 1970). OCNs are often used as identifiers for Misplaced Pages and Wikidata . In October 2013, it

4416-418: The U.S., trademark rights are acquired by use in commerce, but there can be substantial benefits to filing a trademark application. Sole proprietors are the most common users of DBAs. Sole proprietors are individual business owners who run their businesses themselves. Since most people in these circumstances use a business name other than their own name, it is often necessary for them to get DBAs. Generally,

4512-502: The US (over 70% market share for academic libraries and over 50% for public libraries for ExLibris, versus OCLC's 10% market share of both types of libraries in 2019). In 2022, membership and governance expanded to include any institution with a subscription to one of many qualifying OCLC products (previously institutions qualified for membership by "contributing intellectual content or participating in global resource or reference sharing"), with

4608-605: The VIAF Council composed of representatives of institutions that contribute data to VIAF. VIAF numbers are broadly used as standard identifiers, including in Misplaced Pages. OCLC acquired NetLibrary , a provider of electronic books and textbooks, in 2002 and sold it in 2010 to EBSCO Industries . OCLC owns 100% of the shares of OCLC PICA , a library automation systems and services company which has its headquarters in Leiden in

4704-450: 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

4800-512: 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

4896-514: 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

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4992-581: 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

5088-446: 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

5184-482: 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

5280-469: 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

5376-462: 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

5472-469: 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

5568-420: 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

5664-430: 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

5760-484: The corporate veil . In English , trade names are generally treated as proper nouns . In Argentina , a trade name is known as a nombre de fantasía ('fantasy' or 'fiction' name), and the legal name of business is called a razón social (social name). In Brazil , a trade name is known as a nome fantasia ('fantasy' or 'fiction' name), and the legal name of business is called razão social (social name). In some Canadian jurisdictions , such as Ontario , when

5856-534: The county or city to be registered with the State Corporation Commission. DBA statements are often used in conjunction with a franchise . The franchisee will have a legal name under which it may sue and be sued, but will conduct business under the franchiser's brand name (which the public would recognize). A typical real-world example can be found in a well-known pricing mistake case, Donovan v. RRL Corp. , 26 Cal. 4th 261 (2001), where

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5952-613: 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 a monopoly ", and the Hart–Scott–Rodino Act requires notifying the U.S. Department of Justice 's Antitrust Division and

6048-405: 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,

6144-468: 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

6240-511: The exception of for-profit organizations that are part of OCLC's partner program. This change reflected OCLC's expanding number of services due to its corporate acquisitions . The following people served successively as president of OCLC: OCLC provides bibliographic , abstract and full-text information to anyone. OCLC and its member libraries cooperatively produce and maintain WorldCat —the OCLC Online Union Catalog,

6336-473: 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

6432-426: The hyperbole and the personal nature of his criticism, for they strongly overshadow that which is worth stating". In November 2008, the Board of Directors of OCLC unilaterally issued a new Policy for Use and Transfer of WorldCat Records that would have required member libraries to include an OCLC policy note on their bibliographic records ; the policy caused an uproar among librarian bloggers. Among those who protested

6528-493: The largest online public access catalog (OPAC) in the world. WorldCat has holding records from public and private libraries worldwide. The Online Computer Library Center acquired the trademark and copyrights associated with the Dewey Decimal Classification System when it bought Forest Press in 1988. A browser for books with their Dewey Decimal Classifications was available until July 2013; it

6624-604: The largest online public access catalog in the world. OCLC is funded mainly by the fees that libraries pay (around $ 217.8 million annually in total as of 2021) for the many different services it offers. OCLC also maintains the Dewey Decimal Classification system. OCLC began in 1967, as the Ohio College Library Center, through a collaboration of university presidents, vice presidents, and library directors who wanted to create

6720-402: The law is to protect the public from fraud, by compelling the business owner to first file or register his fictitious business name with the county clerk, and then making a further public record of it by publishing it in a newspaper. Several other states, such as Illinois , require print notices as well. In Uruguay , a trade name is known as a nombre fantasía , and the legal name of business

6816-440: 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

6912-440: 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

7008-429: 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

7104-461: The named defendant, RRL Corporation, was a Lexus car dealership doing business as " Lexus of Westminster ", but remaining a separate legal entity from Lexus, a division of Toyota Motor Sales, USA, Inc. . In California , filing a DBA statement also requires that a notice of the fictitious name be published in local newspapers for some set period of time to inform the public of the owner's intent to operate under an assumed name . The intention of

7200-438: 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 a legal and financial point of view, both mergers and acquisitions generally result in the consolidation of assets and liabilities under one entity, and

7296-417: 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

7392-915: The organization's website. During the COVID-19 pandemic , OCLC participated in the REopening Archives, Libraries, and Museums (REALM) project funded by the IMLS to study the surface transmission risks of SARS-CoV-2 on common library and museum materials and surfaces, and published a series of reports. Advocacy has been a part of OCLC's mission since its founding in 1967. OCLC staff members meet and work regularly with library leaders, information professionals, researchers, entrepreneurs, political leaders, trustees, students and patrons to advocate "advancing research, scholarship, education, community development, information access, and global cooperation". WebJunction, which provides training services to librarians,

7488-447: The phrase " trading as " (abbreviated to t/a ) is used to designate a trade name. In the United States , the phrase " doing business as " (abbreviated to DBA , dba , d.b.a. , or d/b/a ) is used, among others, such as assumed business name or fictitious business name . In Canada , " operating as " (abbreviated to o/a ) and " trading as " are used, although " doing business as " is also sometimes used. A company typically uses

7584-476: The policy was the non-librarian activist Aaron Swartz , who believed the policy would threaten projects such as the Open Library , Zotero , and Misplaced Pages, and who started a petition to "Stop the OCLC powergrab". Swartz's petition garnered 858 signatures, but the details of his proposed actions went largely unheeded. Within a few months, the library community had forced OCLC to retract its policy and to create

7680-446: 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

7776-446: 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

7872-508: The role of public libraries. The campaign, funded by a grant from the Bill & Melinda Gates Foundation, uses a strategy based on the findings of the 2008 OCLC report, "From Awareness to Funding: A study of library support in America". Other past advocacy campaigns have focused on sharing the knowledge gained from library and information research. Such projects have included communities such as

7968-448: 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

8064-442: 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

8160-414: 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

8256-459: The surname(s) of the sole trader or partners, or the legal name of a company. The Companies Registration Office publishes a searchable register of such business names. In Japan , the word yagō ( 屋号 ) is used. In Colonial Nigeria , certain tribes had members that used a variety of trading names to conduct business with the Europeans. Two examples were King Perekule VII of Bonny , who

8352-490: 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

8448-469: The term trade name to refer to "doing business as" (DBA) names. In most U.S. states now, however, DBAs are officially referred to using other terms. Almost half of the states, including New York and Oregon , use the terms assumed business name or assumed name ; nearly as many, including Pennsylvania , use the term fictitious name . For consumer protection purposes, many U.S. jurisdictions require businesses operating with fictitious names to file

8544-658: 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,

8640-547: 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

8736-406: 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

8832-553: Was known as Captain Pepple in trade matters, and King Jubo Jubogha of Opobo , who bore the pseudonym Captain Jaja . Both Pepple and Jaja would bequeath their trade names to their royal descendants as official surnames upon their deaths. In Singapore , there is no filing requirement for a "trading as" name, but there are requirements for disclosure of the underlying business or company's registered name and unique entity number. In

8928-607: Was limited to institutions in Ohio, but in 1978, a new governance structure was established that allowed institutions from other states to join. In 2002, the governance structure was again modified to accommodate participation from outside the United States. As OCLC expanded services in the United States outside Ohio, it relied on establishing strategic partnerships with "networks", organizations that provided training, support and marketing services. By 2008, there were 15 independent United States regional service providers. OCLC networks played

9024-724: Was replaced by the Classify Service. Until August 2009, when it was sold to Backstage Library Works, OCLC owned a preservation microfilm and digitization operation called the OCLC Preservation Service Center, with its principal office in Bethlehem, Pennsylvania . Starting in 1971, OCLC produced catalog cards for members alongside its shared online catalog; the company printed its last catalog cards on October 1, 2015. QuestionPoint , an around-the-clock reference service provided to users by

9120-495: Was reported that out of 29,673 instances of book infoboxes in Misplaced Pages, "there were 23,304 ISBNs and 15,226 OCNs", and regarding Wikidata: "of around 14 million Wikidata items, 28,741 were books. 5403 Wikidata items have an ISBN associated with them, and 12,262 have OCNs." OCLC also runs the Virtual International Authority File (VIAF), an international name authority file, with oversight from

9216-554: Was to merge the catalogs of Ohio libraries electronically through a computer network and database to streamline operations, control costs, and increase efficiency in library management, bringing libraries together cooperatively to best serve researchers and scholars. The first library to do online cataloging through OCLC was the Alden Library at Ohio University on August 26, 1971. This was the first online cataloging by any library worldwide. Between 1967 and 1977, OCLC membership

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