Legal Aspects of Mergers and Acquisitions in Business Research Paper

Legal Aspects of Mergers and Acquisitions in Business - Research Paper Example If ABC wants to acquire Smith Bicycle Company, a private seller, it is vital to consider the two ways of acquiring the company. The first way of acquiring the business is by buying shares in the company that owns the business (Gole & Morris, 115). The second way of acquiring the company is through purchasing the assets of the company, which comprises the business. It is imperative to state that in this situation, the company is the seller, and it will thereby sell some or the entire assets to the buyer. It is worth denoting that share sales structure the majority of the acquisitions. A variety of factors may affect the structure used. Occasionally, it is vital to restructure the business or company before its sale in order to allow for proper acquisition. In the case of Smith Company, it is imperative to state that tax implications tremendously determine the structure of a transaction for both the buyer and sellers. Their interests may conflict particularly when achieving the vast be neficial tax outcome. Moreover, where sellers are individuals, there is a likelihood that the sellers will favor a share sale in order to circumvent a latent double tax charge (Gole & Morris, 116). This tax charge comprises of an initial tax charge on the company during the sale of assets to the buyer, and an additional tax charge on the shareholders of the company, when they pull out the sale profits from the company. Since tax immensely proves as a critical determining factor towards the structure of a deal, it is vital for the buyer and seller to obtain specialist tax advice. Based on the share sale, the buyer acquires the company together with all its â€Å"assets, liabilities, and obligations† (Gole & Morris, 118). This offers the sellers a suitable break, as, after the sale of the company, they will cease to have direct conscientiousness for the company. The buyer will thus owe any prevailing liability under the terms of warranties and indemnities agreed upon in the sal e and purchase agreement. Based on business sale, there is only an acquisition of assets and liabilities purchased by the buyer, implying that everything else remains with the company (Gole & Morris, 118). If the buyer suspects of unknown liabilities within the company or troubled by any business aspect, the buyer prefers to structure the deal as a business sale. It is worth denoting that there exist more realistic and marketable issues to assert on a business sale other than on share sale. Based on the share sale, there is an only a transfer of ownership of the company shares. It is imperative to state that while there is a change on the shareholders of the company, the assets that are inclusive of business contracts and licenses remain with the company. From the outside, there is minimal change as customers and suppliers will continue dealing with the company. However, certain contracts such as financing contracts in conjunction with other long-term agreements at times require the consent of the other party after planning of change of company’s ownership (Gole & Morris, 120). It is critical to identify such contracts earlier in the acquisition process.

The Idea of Being a Leader Personal Statement Example | Topics and Well Written Essays - 750 words

The Idea of Being a Leader - Personal Statement Example Though these were just a few flashes in the pan did not matter at that time. They helped boost my ego which stayed inflated for a long, long time. The last day of the school had come. Suddenly the world seemed large, wide and menacing. I would be leaving all my dear friends with whom I had grown up, laughed, cried, argued, fought, made up, and in general just took life for granted. They had seen me besides studying, taking the active part in school functions, sports, dramas, elocution contests, and always been there for me and with me. I was not really sure what I was to do after school years. One said to go to college, another said it was not worth it. That my parents could not afford my college fees did not deter me. I simply did not have the will. I did not wish to go through some four grueling years just to prove to the world I was leadership material. This is when I learned the importance of following one's intuition when all else fails to convince. (Dr. Garfield, 322)1. It took me a couple of years to decide that I had better learn some skills and find a job. This led me to take up a course in shorthand and typing. I found some jobs and did a course in business management. But there was something else life had in store. I was not aware of it. But when I was 19, a Christian group met me and told me I need God to help me steer the course of my life. After some hesitation, I gave them a chance. Pilgrim's Progress Working in an auto dealers firm, I took an active part in church activities in my spare times. Evangelism and church planting could seem to be a raw deal in the beginning. But it yields fantastic returns and dividends. I found myself participating in campaigns, leadership meetings, seminars, and even began making my own speeches and presentations. My desire for writing found expression in 1976 when I got an opening to work for a religious magazine run by an American lady editor, Jane McNally, under whose leadership, I was able to polish up my grammar and even learn writing skills. I began participating in writing seminars and competitions and won prizes. Visions and Goals I was moving up in life. I found a job in a large, consumer goods manufacturing firm, and got set to buy an apartment flat. But the pay from my regular job, though decent, was not enough. This is when I decided to give a shot at teaching. My English was good and so was my shorthand. I got a part-time assignment to teach both these subjects at an institute after my regular office hours.