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This article is from the archive of our partner .
Perhaps the most surprising thing about Israel's surprise attack on Hamas this week is that many people learned about it by reading about it on the Israeli Defense Forces own surreal Twitter feed. The account, @IDFSpokesperson, is also paired with a blog to create a chronicle of this ongoing mini-war that is one part press releases, one part propaganda, and one part taunting the enemy. When it isn't dryly announcing statistics about its newest military actions, IDF is defending its attacks with reminders of the terror facing Israeli citizens or dossiers on the people they've just killed. Occasionally, they take a moment to threaten the enemy with certain death from above.
They even posted a YouTube video of the assassination of Ahmed Jabari. The grainy surveillance footage was quickly taken down by YouTube, but like most controversial clips, it has found its way back on to the site.
On one level, it makes sense for the military to use the internet to provide useful information and possibly even explain its mission to the public. (They have Spanish and French-language versions of the account too, for added global reach.) But the odd tone of the writing, has taken some people aback and left the IDF open to mockery and charges of insensitivity regarding a very sensitive subject.
Take this tweet, sent on Thursday morning:
Good morning to our friends in #America. While you were sleeping, 3 Israelis were killed when a rocket hit their house.— IDF (@IDFSpokesperson) November 15, 2012
Or this one, which calls to mind some of the most over-the-top propaganda poster of the Second World War.
This is how Hamas sees Israel. twitter.com/IDFSpokesperso…— IDF (@IDFSpokesperson) November 15, 2012
There's even a "social gaming" feature on the IDF blog that allows followers to earn points and badges for sharing and commenting on the news on other platforms, which takes the whole idea of war games to an absurd level.
Obviously, no one looks to an IDF spokesperson for dispassionate, unbiased news. But in an era when every dispute from a political campaign to a broken dishwasher gets aired on Twitter, the idea of hashtagging a bombing campaign and posting video clips of your assassinations, strikes even the most cynical internet user as a world too far. (And possibly against its rules.)
Yet, even while the bombs continue to fall, elsewhere people are arguing over who is winning the information war. The @AlqassaamBrigade has the better hashtag, but @IDFSpokesperson has gained more followers. Even Anonymous is getting in on the act, though it can't seems to decide which side to go after. The @IDFSpokesperson didn't start this online war, of course, but just like the fight for the Middle East, they are determined to win it at all costs.
UPDATE; They now have a Tumblr.
This article is from the archive of our partner The Wire.
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SeaClans: The six seaclans are Dolphin, Gull, Ray, Kraken, Shark, and SeaDragon. These totem animals serve as mascots rather than any deep symbol of the clan. These seafaring organizations are filled with land based saliors and fishermen. They ply the seas and deeper waterways. They function like guilds for ocean sailors
The clans have their own homeland. These people live on large floating rafts- human made islands, as well as vessels of all varieties docked to it. These wetfoots never set foot on land (or only do it for a few hours at most).
Rat Clan: This guild is nominally related to the seaclans. The Rats ply the rivers and marshes of the world, as well as do longshoreman work. The seaclans hold the self proclaimed "rat clan" in contempt and the officials see them as just a Guild of River saliors and longshoremen with a funny name. The Rats hold their title with pride and will take it out on anyone who gives them grief about it.
Ideas ( Society/ Organization ) | March 30, 2004 | 1xp

subset: commoncrawl


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DETROIT (AP) Dave Dombrowski realizes the offseason is never over until opening day.
That was certainly the case last year, when the Detroit general manager brought slugger Prince Fielder to the Tigers in late January.
This offseason has been quieter in Detroit, but Dombrowski keeps his ears open for possible acquisitions even now, with spring training set to start in a couple of weeks.
``It doesn't change all year long, really. It's one of those things - even when you're away at the holidays, you have a pulse of what's taking place,'' Dombrowski said. ``There's still some players that haven't signed with clubs, and any time there's a move, there's sometimes an extra reaction to that, a chain reaction.''
The Tigers were part of that scenario last year when they learned in mid-January that designated hitter Victor Martinez had a knee injury that would eventually cause him to miss the whole 2012 season. Detroit responded by signing Fielder to a $214 million, nine-year contract. He was introduced at Comerica Park last Jan. 26.
The biggest move the Tigers made this offseason was re-signing one of their own players. They brought right-hander Anibal Sanchez back with a long-term contract. Sanchez's return gives Detroit six potential starting pitchers, but so far none of them has been traded.
Right-hander Rick Porcello and left-hander Drew Smyly are expected to compete for the fifth spot in the rotation if they're both still with the organization when spring training starts.
The Tigers didn't acquire a clear-cut replacement for closer Jose Valverde, who was let go after last season. Bruce Rondon could fill that role after a stellar year in the minors, but he's unproven.
Although Rondon could be a major part of Detroit's bid for a third straight AL Central title, the Tigers can be patient with Nick Castellanos, a 20-year-old outfielder who hit .320 in 134 games at Class A and Double-A last season.
Andy Dirks, Brennan Boesch and Quintin Berry - all left-handed hitters - are expected to compete for the left field spot, but Castellanos and Avisail Garcia swing from the right side and will have a chance to earn playing time.
``We're looking for a right-handed complement,'' Dombrowski said. ``Garcia and Castellanos I think both fall under the same category. They'll come to spring training with an opportunity to make the club, but we're also in a position where if they're going to make the club, they're going to have to play a lot. So we're not going to give them 40 games and a limited number of at-bats.''
Dombrowski spoke briefly with The Associated Press on Monday after appearing as part of a panel discussion at the annual meeting for the Detroit Metro Convention and Visitors Bureau.


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The National Association of Realtors developed the pending home sales index as a leading indicator of housing activity. Specifically, it is a leading indicator of existing home sales, not new home sales. A pending sale is one in which a contract was signed, but not yet closed. It usually takes four to six weeks to close a contracted sale.
This provides a gauge of not only the demand for housing, but the economic momentum. People have to be feeling pretty comfortable and confident in their own financial position to buy a house. Furthermore, this narrow piece of data has a powerful multiplier effect through the economy, and therefore across the markets and your investments. By tracking economic data such as the pending home sales index which measures home resales, investors can gain specific investment ideas as well as broad guidance for managing a portfolio.
Even though home resales don't always create new output, once the home is sold, it generates revenues for the realtor. It brings a myriad of consumption opportunities for the buyer. Refrigerators, washers, dryers and furniture are just a few items home buyers might purchase. The economic "ripple effect" can be substantial especially when you think a hundred thousand new households around the country are doing this every month.
Since the economic backdrop is the most pervasive influence on financial markets, home resales have a direct bearing on stocks, bonds and commodities. In a more specific sense, trends in the existing home sales data carry valuable clues for the stocks of home builders, mortgage lenders and home furnishings companies.
The National Association of Realtors moved up its publication schedule in 2011. Prior to 2011, the reference month was two months trailing the release date. In 2011, the reference month trails only by one month to the release month.
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This message board has been 'frozen' and no further posts are allowed on it.
It remains here as an archive.
The new CajunUK website, complete with its own fully featured Forum is now at http://cajunuk.co.uk so please continue and create new conversations there, and take full advantage of the new interactive site.
Thanks - Jim


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Let $R$ be a Dedekind ring, let $S = \mathrm{Spec} R$, and let us suppose that $f: X \to S$ is a finite morphism. Note that $X$ is not required to be connected. Does there exist a "numerical criterion" that will produce a closed subscheme $S_0 \subset S$ such that $f$ is flat when restricted to $f^{-1}(S - S_0)$?
Consider the following non-example: Let $F \in \mathbb{Z}[T]$ be a non-constant monic polynomial, and set
X = \mathrm{Spec} \mathbb{Z}[T] / (F(T)), \qquad f: X \to \mathrm{Spec} \mathbb{Z}.
The structure morphism $f \ $ is finite and flat. A prime $p$ occurs as a factor of the discriminant $\Delta(F)$ if and only if the fiber of $f$ over $p$ contains a non-smooth point. So the discriminant can be viewed as a numerical criterion for detecting (non-)smoothness. All of the data needed to determine smoothness is contained in the discriminant. Does there exist a similar one-step gadget for detecting (non-)flatness? (I say "one-step" to mean that the vanishing of infinitely many Tor groups is not an adequate solution. Is there a single Tor group that captures what I'm after?)


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Our Bark-N-Purr Club Monthly Donation Program is one of our most important programs and the best way you can help us short of donating a Million Dollars. The Blount County Humane Society is a Grass Roots, Citizen Based, Non-Profit 501(c)3 Animal Protection Organization that receives no funding from the city or county government. We depend on the dedication and generosity of people like YOU to make our No Kill Shelter Goal a reality.
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If you have no idea what's going on, please click here for information.
I can't wait to get this started on August 1st! I'm having a difficult time deciding what we are going to bake!
Posting on Have the Cake:
If you have your own blog, please post your results (with pictures) on your own blog and copy the post on Have the Cake sometime throughout the challenge month. Please link to Have the Cake on your personal blog so we can recruit new bakers :) If you don't have your own blog, you can post directly to Have the Cake! Posts should be for challenges and results only, please. Comments are for anything and everything!
Please tag your results and/or challenge with the corresponding month & challenge only.
If you have any questions or suggestions, please comment and let me know.
The blog is public so anything you post will be for all to see. Don't post naked pictures of your cake. It will come back to haunt you someday.


text: Alumni & Giving / Meet Our Alumni print Dean's Roundtables Black History Month Women's History Month Alumni Profiles Class Notes BLS Partners Dean's Roundtable Program This is a unique program that brings back graduates who have excelled in their field of work to meet with students in an intimate setting over lunch or dinner. The graduates discuss their career paths and achievements since Law School, imparting practical advice along the way, and respond to questions from students. View videos of past roundtable speakers. Fall 2012 Roundtable Speakers Robert Acton '97 Executive Director, Taproot Foundation Rob Acton is the Executive Director of Taproot Foundation in New York City, a national nonprofit dedicated to engaging business professionals in pro bono service in order to strengthen the nonprofit sector and, in turn, our nation's largest urban communities. Rob leads the organization's strategic effort to "go deep" in New York City with the ultimate aim of creating a multi-billion dollar pro bono marketplace that nonprofits can access for reliable, high-impact capacity building. Jack Cummins '08 Senior Legislative Assistant, Office of Congressman Joe Baca (D-CA) Jack Cummins currently serves as a Senior Legislative Assistant to Congressman Joe Baca (D-CA). In this capacity, he acts as Mr. Baca's primary advisor in all areas of financial services policy, as well as assists the Congressman in his responsibilities as a member of the House Financial Services Committee. During his time with Mr. Baca, Jack has handled a number of complex issues relating to the writing, passage, and implementation of the Dodd-Frank Act as well as the ongoing foreclosure crisis. Aside from financial services matters, Jack's portfolio also includes issues relating to labor, transportation, judiciary, and federal taxation. Prior to his time on Capitol Hill, Jack worked on President Obama's campaign organizing field activities in suburban Atlanta and Allentown, Pennsylvania. Mitchell Drossman '91 Managing Director and National Director of Wealth Planning Strategies, U.S. Trust, Bank of America Private Wealth Management Mitchell Drossman is a Managing Director and the National Director of Wealth Planning Strategies at U.S. Trust, Bank of America Private Wealth Management in New York City. In this role, Mitchell leads the National Wealth Planning Strategies Group, which is established to provide expertise on a national level to U.S. Trust and thought leadership on wealth planning and tax matters, in addition to specializing in sophisticated tax, estate and financial planning. Gloria Greco '98Gloria Greco '98 Managing Director and Chief Compliance Officer, Merrill Lynch Gloria Greco is the Global Wealth & Investment Management (GWIM) Compliance executive, overseeing compliance for the domestic GWIM businesses, including Merrill Lynch Wealth Management, Bank of America Global Capital Management, and U.S. Trust. She also oversees the Registration & Licensing function. Greco is also Co-Chief Compliance Officer for Merrill Lynch, Pierce, Fenner & Smith Incorporated, which is a broker dealer and investment adviser registered with the U.S. Securities and Exchange Commission. Bernard Nash '66 Dickstein Shapiro LLP Bernard Nash joined Dickstein Shapiro in 1988 and leads the firm's State Attorneys General Practice, where he represents clients in complex state and federal legal and legislative matters. Mr. Nash's work typically involves cases of first impression, matters having public policy implications and/or a governmental interest, and complex litigation. He routinely counsels major private sector clients on a wide range of matters involving State Attorneys General and also has represented states in significant policy disputes. Read more about Mr. Nash. Kristin Richardson '03 Counsel, Office of Congresswoman Carolyn Maloney (D-NY) Kristin Richardson currently serves as Counsel to Congresswoman Carolyn Maloney (D-NY), the third ranking Democrat on the House Financial Services Committee. She advises the Congresswoman in all areas of financial services, including in her position as ranking member on the Financial Institutions Subcommittee. She is also responsible for capital markets, domestic monetary policy, and housing finance. Kristin also advised Rep. Maloney during consideration of the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2009 and 2010 including in the Congresswoman's role as a conferee to the Conference Committee. Ethan Riegelhaupt '79 Senior Vice President, Corporate & Public Affairs, Edelman Read more about Edelman. Stephen Siller '73Stephen Siller '73 Shareholder, Corporate Services, LeClair Ryan Mr. Siller leads LeClairRyan's International Law team and is a shareholder on the firm's Corporate Services team. He focuses on creating solutions for international and domestic clients' business and legal issues, whether they involve corporate law, mergers and acquisitions, or other disciplines. Mr. Siller's clients range from multinational banks and manufacturing companies to firms in the hospitality, logistics, distribution, commodities trading, staffing, real estate, industrial gas, media, equipment leasing, and consulting fields. Read more about Mr. Siller. Spring 2012 Roundtable Speakers Joseph Smolinsky '88 Partner, Weil Gotshal & Manges LLP Michael Williams '93 General Counsel, Safe Horizon Douglas Grover '75 Partner, Thompson Hine LLP Daniel Byrne '98 Vice President of Labor Relations, EmblemHealth Services Stacey Levine '94 Associate General Counsel, Investigations, GE Healthcare William Kelly '77 Partner, Goldberg Segalla LLP Blair Todt '94 Senior Vice President and Chief Compliance Officer, WellCare Health Plans Inc. Read the latest issue of Brooklyn Law Notes Related Links: Media Gallery Upcoming Events Career Center Bookstore LawNotes Join Our Alumni Social Networks Have questions? We have answers. Office of Alumni Relations 250 Joralemon Street Telephone: (718) 780-7505 Fax: (718) 625-5242 Email: email@example.com Office Hours Monday-Friday 9:00 a.m. - 6:00 p.m. or by appointment Why BLS? Beautiful and affordable housing, guaranteed during your first year, allows you to relax and focus on your studies.


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Bio-weapon in the lettuce patchFebruary 23rd, 2012
The common cottontail rabbit — ubiquitous in forests, suburban woods and backyard gardens — seems an unlikely agent of bioterrorism. However, Jason Huntley in the Medical Microbiology and Immunology Department has rabbits on his radar; they're the best-known reservoirs of the deadly pathogen and potential bio-weapon he's studying.
Francisella tularensis is a bacterium high on the U.S. government's list of Category A Select Agents, a rogue's gallery of molecular bad guys that also includes anthrax, botulism and plague. Capable of surviving in species that range from an amoeba in a freshwater stream to flies, ticks, mammals and humans, F. tularensis is the cause of tularemia, which can kill an adult in as little as five days.
Particularly worrisome, Huntley says, is how easily F. tularensis can be aerosolized. (Documented cases include those caused by inhaling the aftermath of sick or dead rabbits caught in lawn mowers.) "The bacteria could easily be dispersed by a small device," he notes. "And all it takes is one Francisella bacterium to kill a human, whereas for anthrax it's about ten thousand spores."
Huntley and his group study aspects of proteins that exist on the bacteria's surface. One such characteristic of these proteins is their role in virulence: How can F. tularensis cause life-threatening disease so quickly? "We now have evidence that these proteins are involved not only in the basic survival functions of the bacterium, but also in attaching to host cells, invading them and killing them," he says.
"We also study the bacteria from a defensive standpoint, for vaccine development. Because Francisella kills so quickly, the body doesn't have time to react, to create the antibodies and recruit immune cells necessary to kill the invader. Developing a vaccine would allow the human body to have those defense mechanisms already in place."
Studying such deadly pathogens has profound implications for other diseases, he adds. "If you can understand how they cause disease, you can start to ask questions about how many other bacteria and viruses work: pneumonia, GI infections, skin infections. The list goes on and on."
Funded by the National Institutes of Health, Huntley's work is under consideration by the U.S. Department of Defense.
Tags: bio-terroism, category a select agents, defense, francisella, plague, tularensis


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Members of the Hawai'i Medical Service Association are benefitting from the health plan's investments in the third quarter of 2013, including work on the new HMSA Centers in Honolulu and Pearl City.
HMSA ended the quarter with a net gain of $0.40 million. Its investment income and tax benefits offset an operating loss of $12.17 million, allowing HMSA to finish just above the break-even point. For every dollar it collected in the third quarter, HMSA spent 93 cents paying for member's health care.
"We knew that our expenses would be higher this quarter due to health care reform, the new HMSA Centers, and all the training needed to make sure our employees are well prepared to help consumers, " said Steve Van Ribbink, chief financial and services officer and treasurer of HMSA. "These changes are already paying off for our members. We 've had more customers than expected in the HMSA Centers and our new website is helping consumers get the information they need about health care reform, health plan options, and prices. "
At the end of the third quarter, HMSA had 722,124 members and the HMSA reserve held $444.5 million, or about $616 per HMSA member. The reserve is down $13 million over the same period last year. The HMSA reserve protects members, employers, and providers from financial losses and emergencies, and is used to fund special health care initiatives.
About HMSA
Caring for the people of Hawaii is our promise and our privilege. Working together with employers, partners, and physicians and other health care providers, we promote wellness; develop reliable, affordable health plans; and support members with clear, thoughtful guidance.
HMSA is the most experienced health plan in the state, covering more than half of Hawaii's population. As a recognized leader, we embrace our responsibility to strengthen the health and well-being of our community.
Headquartered on Oahu with centers statewide to serve our members, HMSA is an independent licensee of the Blue Cross and Blue Shield Association.


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BubbleFrame is one of the most fun apps for creating a quick collage on iPhone. In the app, you work with a square canvas, add a color, a pattern provided by BubbleFrame, or a photo from your own collection. BubbleFrame even changes some of their patterns according to the season, so you're not always limited to the patterns that you see. You can then add circular frames with an image and text inside over top of the background to create a unique collage.
Recently, Marmalade Moon used BubbleFrame for a weekend Christmas Card workshop and it was a big hit! The developer, Devin, is very kind and willing to answer any questions sent his way. He even provided us with a few free codes to gift to some of the participants of our workshop.
To learn more about using BubbleFrame, flip through the tutorial below, hovering over each image for detailed instructions.
We hope that you enjoyed this tutorial. You can use BubbleFrame graphics for many different projects, such as, blog graphics, avatars, and even greeting cards. To stay informed of the latest Marmalade Moon classes, including the possibility of a 2013 Christmas Card Workshop, sign-up to be a Marmalade Moon Club member!
What do you think you would use BubbleFrame for? Post your comments below!
About the Author: Jennifer Lynn Bishop is a freelance graphic designer, artist, and iPhoneographer. Follow her artistic journey at Rainy Day Doodle.


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6 microbreweries coming to D.C. area in 2011
Beer: Six microbreweries race to open – The Post
I've already mentioned that Port City Brewing will be opening in my city, Alexandria, soon. They are going to start with a Belgian-style witbier with pale ale, Indian Pale Ale (IPA) and porter coming later. Port City will joined by 5 other microbreweries in BeltwayLand:
Fort Washington's Washingtonian's Brewing Co. will begin selling Monumental Triple, a Belgian style triple with a citrus finish.
DC Brau Brewing wants aspires to be the D.C. brand. Located in Northeast D.C., DC Brau will roll over The Public (pale ale), Citizen (a Belgian-style pale ale) and Corruption IPA.
Chocolate City Beer is planning on an American-style, pre-prohibition Pilsner beer, Extra Special Bitter (ESB) and IPA as well as part of the celebration of the non-Federal neighborhoods and culture of the District.
Lost Rhino Brewing Co. doesn't have a Web site yet, just a twitter account. Based out in Old Dominion's Loudon County stomping grounds, they plan to produce "Lost Rhino Pilsner, a peppery golden lager dry-hopped with Hallertauer and Saaz hops. That will be followed by New River Pale Ale (a brand that Old Dominion used to make under contract) and possibly a seasonal Maibock." Calling Loudon County local is a bit of a stretch, because if they are local, than so is Flying Dog Brewery of Frederick, Md.
3 Stars Brewing merely has a "Coming Soon" Web site, but hopes to be open in August with an American-style IPA called District IPA.
Also of note, an Alexandria brewery may be returning a century of being closed. Catherine Portner, is planning on resurrecting her great-great grandfather's Robert Portner Brewing Co. by 2016. She is tweeting at @cport31 with the bio: "Re-launching my family's pre-Prohibition brewing company. Please join my efforts by sending craft beer industry contacts my way. "
So, good news if you like pale ales and D.C. flag based imagery. I am curious to sample these beers, even though pale ales are not my favorite, because you have to support your local businesses. Hopefully, we are looking at a renaissance in brewing that so many other cities have seen.


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The rise of shale oil and gas well development in North America is fueling enormous appetite for frac sand, a key product used in the hydraulic fracturing process to produce oil and gas from underground rock lacking the porous features for these fluids to easily flow to a well. A single shale well can require more than 2,000 tons of sand in its lifetime.
According to the U.S. Geological Survey, 62 percent of US silica production in 2013 was used primarily as hydraulic frac sand, compared to just 25 percent in 2011. Looking ahead, analysts are predicting the North American market for frac sand will see a 300 percent increase in demand by 2016.
While this dramatic increase in demand sounds like a boon for North American miners, it comes with some significant challenges related to transportation, environmental concerns, talent, building capacity and managing rising demand versus resource repletion, among others.
For now, the most pressing challenges for miners will be the ability to meet rising demand for frac sand, while solving the logistical problem of transporting product to end customers—in greater quantities, faster and more efficiently. To address these challenges, we believe North American miners should consider two imperatives: confirm security of supply by working more closely with regulators and other stakeholders and optimize logistics to match customer demands for frac sand.
Collaborate with regulators and other stakeholders to confirm security of supply
A recent United Nations Environment Programme (UNEP) report revealed that sand is being extracted at a rate far greater than its reserve growth. Because regulators may become more reluctant to permit new mine development, there's a risk that frac-sand operations could become unsustainable.
Particularly now, with some projects facing rising community dissatisfaction, miners must take steps to verify security of supply by becoming "partners of choice" for regulators, communities and other stakeholders. Only then will they secure a license to operate for the long term.
Miners need to manage the rising concerns of stakeholders across health and safety, environment and other social issues by developing holistic strategies that position them as trusted partners. Priorities include forging and strengthening relationships with regulators, investing in skills transfer to local communities, boosting local employment opportunities, and investing in local infrastructure. Targeted investments such as public awareness campaigns geared to mitigate health, safety and environmental concerns are also needed.
Optimize the logistics network
Transport costs from supplier to end users account for over 65 percent of the total cost of frac sand. Miners are already under pressure to quickly and efficiently deliver frac sand to well developers in often remote locations across the United States. As demand increases, the scale of this challenge will only intensify.
Miners' ability to develop and maintain an effective road and rail logistics system is critical. This is where digital technologies could deliver valuable benefits. Take just one example: by harvesting and analyzing the increasingly detailed information available from connected devices installed on truck fleets, mining companies could be better equipped to assess risks/bottlenecks, reduce costly truck waiting times, and optimize usage of available railcar capacity.
The demand for frac sand is growing. It's also constantly changing. To capitalize on this wave of opportunity, mining companies look to act now to position their operations for a sustainable future.


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Corporate finance
Working capital
Return on capital
Managerial finance
Financial accounting
Management accounting
Business plan
Corporate action
Societal components
Financial market
Corporate finance
Personal finance
Public finance
Financial regulation
Mergers and acquisitions (M&A) are both aspects of strategic management, corporate finance
and management dealing with the buying, selling, dividing and combining of different
companies and similar entities that can help an enterprise grow rapidly in its sector or location of
origin, or a new field or new location, without creating a subsidiary, other child entity or using a
joint venture.
M&A can be defined as a type of restructuring in that they result in some entity reorganization
with the aim to provide growth or positive value. Consolidation of an industry or sector occurs
when widespread M&A activity concentrates the resources of many small companies into a few
larger ones, such as occurred with the automotive industry between 1910 and 1940.
The distinction between a "merger" and an "acquisition" has become increasingly blurred in
various respects (particularly in terms of the ultimate economic outcome), although it has not
completely disappeared in all situations. From a legal point of view, a merger is a legal
consolidation of two companies into one entity, whereas an acquisition occurs when one
company takes over another and completely establishes itself as the new owner (in which case
the target company still exists as an independent legal entity controlled by the acquirer). Either
structure can result in the economic and financial consolidation of the two entities. In practice, a
deal that is an acquisition for legal purposes may be euphemistically called a "merger of equals"
if both CEOs agree that joining together is in the best interest of both of their companies, while
when the deal is unfriendly (that is, when the target company does not want to be purchased) it is
almost always regarded as an "acquisition".
1 Acquisition
2 Legal structures
3 Documentation
4 Business valuation
5 Financing
o 5.1 Cash
o 5.2 Stock
o 5.3 Financing options
7 Motivation
o 7.1 Improving financial performance or reducing risk
o 7.2 Other types
8 Different types
10 Brand considerations
11 History
o 11.1 The Great Merger Movement: 18951905
12 Cross-border
13 Failure
14 Major
o 14.1 1990s
o 14.2 2000s
o 14.3 20102014
15 See also
16 References
17 Further reading
Main article: Takeover
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. The overall net effect of M&A transactions appears to be
positive: almost all studies report positive returns for the investors in the combined buyer and
target firms. This implies that M&A creates economic value, presumably by transferring assets to
management teams that operate them more efficiently (see Douma & Schreuder, 2013, chapter
There are also a variety of structures used in securing control over the assets of a company,
which have different tax and regulatory implications:
This section does not cite any references or sources. Please help improve this section
by adding citations to reliable sources. Unsourced material may be challenged and
removed. (June 2008)
The buyer buys the shares, and therefore control, of the target company being purchased.
Ownership control of the company in turn conveys effective control over the assets of the
company, but since the company is acquired intact as a going concern, this form of
transaction carries with it all of the liabilities accrued by that business over its past and all
of the risks that company faces in its commercial environment.
The buyer buys the assets of the target company. The cash the target receives from the
sell-off is paid back to its shareholders by dividend or through liquidation. This type of
transaction leaves the target company as an empty shell, if the buyer buys out the entire
assets. A buyer often structures the transaction as an asset purchase to "cherry-pick" the
assets that it wants and leave out the assets and liabilities that it does not. This can be
particularly important where foreseeable liabilities may include future, unquantified
damage awards such as those that could arise from litigation over defective products,
employee benefits or terminations, or environmental damage. A disadvantage of this
structure is the tax that many jurisdictions, particularly outside the United States, impose
on transfers of the individual assets, whereas stock transactions can frequently be
structured as like-kind exchanges or other arrangements that are tax-free or tax-neutral,
both to the buyer and to the seller's shareholders.
The terms "demerger", "spin-off" and "spin-out" are sometimes used to indicate 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.[7] Extracting technological
benefits during and after acquisition is ever challenging issue because of organizational
differences. Based on the content analysis of seven interviews authors concluded five following
components for their grounded model of acquisition:
This section does not cite any references or sources. Please help improve this section
by adding citations to reliable sources. Unsourced material may be challenged and
removed. (July 2012)
1. Improper documentation and changing implicit knowledge makes it difficult to share
information during acquisition.
2. For acquired firm symbolic and cultural independence which is the base of technology
and capabilities are more important than administrative independence.
3. Detailed knowledge exchange and integrations are difficult when the acquired firm is
large and high performing.
4. Management of executives from acquired firm is critical in terms of promotions and pay
incentives to utilize their talent and value their expertise.
5. Transfer of technologies and capabilities are most difficult task to manage because of
complications of acquisition implementation. The risk of losing implicit knowledge is
always associated with the fast pace acquisition.
Preservation of tacit knowledge, employees and documentation are often difficult to achieve
during and after acquisition. Strategic management of all these resources is a very important
factor for a successful acquisition. In order to preserve employees post-acquisition, firms often
use retention agreements to retain key staff and talent.[8]
An increase in acquisitions in the global business environment requires enterprises to evaluate
the key stake holders of acquisition very carefully before implementation.[citation needed] It is
imperative for the acquirer to understand this relationship and apply it to its advantage.
Retention[clarification needed] is only possible when resources are exchanged and managed without
affecting their independence.[9]
Legal structures
Corporate acquisitions can be characterized for legal purposes as either "asset purchases" in
which the seller sells business assets to the buyer, or "equity purchases" in which the buyer
purchases equity interests in a target company from one or more selling shareholders. Asset
purchases are common in technology transactions where the buyer is most interested in particular
intellectual property rights but does not want to acquire liabilities or other contractual
relationships.[10] An asset purchase structure may also be used when the buyer wishes to buy a
particular division or unit of a company which is not a separate legal entity. There are numerous
challenges particular to this type of transaction, including isolating the specific assets and
liabilities that pertain to the unit, determining whether the unit utilizes services from other units
of the selling company, transferring employees, transferring permits and licenses, and ensuring
that the seller does not compete with the buyer in the same business area in the future.[11]
Mergers, asset purchases and equity purchases are each taxed differently, and the most beneficial
structure for tax purposes is highly situation-dependent. One hybrid form often employed for tax
purposes 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 buyer causes the target company to merge into the subsidiary; a "reverse triangular merger" is
similar except that the subsidiary merges into the target company. 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, whereas a reverse triangular merger is taxed as if the target
company's shareholders sold their stock in the target company to the buyer.[12]
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.[11]
After due diligence is completed, 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:[13]
Representations and warranties by the seller with regard to the company, which are
claimed to be true at both the time of signing and the time of closing. Sellers often
attempt to craft their representations and warranties with knowledge qualifiers, dictating
the level of knowledge applicable and which seller parties' knowledge is relevant.[14]
Some agreements provide that if the representations and warranties by the seller prove to
be false, the buyer may claim a refund of part of the purchase price, as is common in
transactions involving privately held companies (although in most acquisition agreements
involving public company targets, the representations and warranties of the seller do not
survive the closing). Representations regarding a target company's net working capital are
a common source of post-closing disputes.[15]
Covenants, which govern the conduct of the parties, both before the closing (such as
covenants that restrict the operations of the business between signing and closing) and
after the closing (such as covenants regarding future income tax filings and tax liability or
post-closing restrictions agreed to by the buyer and seller parties).
Provisions relating to obtaining required shareholder approvals under state law and
related SEC filings required under federal law, if applicable, and terms related to the
mechanics of the legal transactions to be consummated at closing (such as the
determination and allocation of the purchase price and post-closing adjustments (such as
adjustments after the final determination of working capital at closing or earnout
payments payable to the sellers), repayment of outstanding debt, and the treatment of
outstanding shares, options and other equity interests).
Business valuation
The five most common ways to value a business are
asset valuation,
Professionals who value businesses generally do not use just one of these methods but a
combination of some of them, as well as possibly others that are not mentioned above, in order to
obtain a more accurate value. The information in the balance sheet or income statement is
obtained by one of three accounting measures: a Notice to Reader, a Review Engagement or an
Accurate business valuation is one of the most important aspects of M&A as valuations like
these will have a major impact on the price that a business will be sold for. Most often this
information is expressed in a Letter of Opinion of Value (LOV) when the business is being
valuated for interest's sake. There are other, more detailed ways of expressing the value of a
business. While these reports generally get more detailed and expensive as the size of a company
increases, this is not always the case as there are many complicated industries which require
more attention to detail, regardless of size.
As synergy plays a large role in the valuation of acquisitions, it is paramount to get the value of
synergies right. Synergies are different from the "sales price" valuation of the firm, as they will
accrue to 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.[17]
Management accounting
Tax accounting
Mergers are generally differentiated from acquisitions partly by 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 the acquiring company's stock, issued to the shareholders of the acquired
company at a given ratio proportional to the valuation of the latter.
Financing options
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 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 buyers capital structure might be affected and
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 the companys 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:
Cash on hand: it consumes financial slack (excess cash or unused debt capacity) and may
decrease debt rating. There are no major transaction costs.
Issue of debt: It consumes financial slack, may decrease debt rating and increase cost of
debt. Transaction costs include underwriting or closing costs of 1% to 3% of the face
Issue of stock: it increases financial slack, may improve debt rating and reduce cost of
debt. Transaction costs include fees for preparation of a proxy statement, an extraordinary
shareholder meeting and registration.
Shares in treasury: it increases financial slack (if they dont have to be repurchased on the
market), may improve debt rating and reduce cost of debt. Transaction costs include
brokerage fees if shares are repurchased in the market otherwise there are no major costs.
In general, stock will create financial flexibility. Transaction costs must also be considered but
tend to have a greater impact on the payment decision for larger transactions. Finally, paying
cash or with shares is a way to signal value to the other party, e.g.: buyers tend to offer stock
when they believe their shares are overvalued and cash when undervalued.[18]
Improving financial performance or reducing risk
The dominant rationale used to explain M&A activity is that acquiring firms seek improved
financial performance or reduce risk. The following motives are considered to improve financial
performance or reduce risk:
Economy of scale: This refers to the fact that the combined company can often reduce its
fixed costs by removing duplicate departments or operations, lowering the costs of the
company relative to the same revenue stream, thus increasing profit margins.
Economy of scope: This refers to the efficiencies primarily associated with demand-side
changes, such as increasing or decreasing the scope of marketing and distribution, of
different types of products.
Increased revenue or market share: This assumes that the buyer will be absorbing a major
competitor and thus increase its market power (by capturing increased market share) to
set prices.
Cross-selling: For example, a bank buying a stock broker could then sell its banking
products to the stock broker's customers, while the broker can sign up the bank's
customers for brokerage accounts. Or, a manufacturer can acquire and sell
complementary products.
Taxation: A profitable company can buy a loss maker to use the target's loss as their
advantage by reducing their tax liability. In the United States and many other countries,
rules are in place to limit the ability of profitable companies to "shop" for loss making
companies, limiting the tax motive of an acquiring company.
Resource transfer: resources are unevenly distributed across firms (Barney, 1991) and the
interaction of target and acquiring firm resources can create value through either
overcoming information asymmetry or by combining scarce resources.[20]
Vertical integration: Vertical integration occurs when an upstream and downstream firm
merge (or one acquires the other). There are several reasons for this to occur. One reason
is to internalise an externality problem. A common example of such an externality is
double marginalization. Double marginalization occurs when both the upstream and
downstream firms have monopoly power and each firm reduces output from the
competitive level to the monopoly level, creating two deadweight losses. Following a
merger, the vertically integrated firm can collect one deadweight loss by setting the
downstream firm's output to the competitive level. This increases profits and consumer
surplus. A merger that creates a vertically integrated firm can be profitable.[21]
Hiring: some companies use acquisitions as an alternative to the normal hiring process.
This is especially common when the target is a small private company or is in the startup
phase. In this case, the acquiring company simply hires ("acquhires") the staff of the
target private company, thereby acquiring its talent (if that is its main asset and appeal).
The target private company simply dissolves and little legal issues are involved.[citation needed]
Other types
However, on average and across the most commonly studied variables, acquiring firms' financial
performance does not positively change as a function of their acquisition activity.[22] Therefore,
additional motives for merger and acquisition that may not add shareholder value include:
with a merger. (In his book One Up on Wall Street, Peter Lynch termed this
Manager's hubris: manager's overconfidence about expected synergies from M&A which
results in overpayment for the target company.
Empire-building: Managers have larger companies to manage and hence more power.
Manager's compensation: In the past, certain executive management teams had their
payout based on the total amount of profit of the company, instead of the profit per share,
which would give the team a perverse incentive to buy companies to increase the total
profit while decreasing the profit per share (which hurts the owners of the company, the
Interestingly, a twenty year study of over twenty-five thousand firms found that firms that were
inactive in announcing their M&A activity underperformed the market while firms that more
frequently announced their acquisitions outperformed the market.[23]
Different types
By functional roles in market
The M&A process itself is a multifaceted which depends upon the type of merging companies.
A horizontal merger is usually between two companies in the same business sector. The
example of horizontal merger would be if a health care system buys another health care
system. This means that synergy can obtained through many forms including such as;
increased market share, cost savings and exploring new market opportunities.
A vertical merger represents the buying of supplier of a business. In the same example as
above if a health care system buys the ambulance services from their service suppliers is
an example of vertical buying. The vertical buying is aimed at reducing overhead cost of
operations and economy of scale.
Conglomerate M&A is the third form of M&A process which deals the merger between
two irrelevant companies. The example of conglomerate M&A with relevance to above
scenario would be if health care system buys a restaurant chain. The objective may be
diversification of capital investment.[24]
Strategic mergers
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 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 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.[26][27]
Brand considerations
Mergers and acquisitions often create brand problems, beginning with what to call the company
after 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:[30]
1. Keep one name and discontinue the other. The strongest legacy brand with the best
prospects for the future lives on. In the merger of United Airlines and Continental
Airlines, the United brand will continue forward, while Continental is retired.
2. Keep one name and demote the other. The strongest name becomes the company name
and the weaker one is demoted to a divisional brand or product brand. An example is
Caterpillar Inc. keeping the Bucyrus International name.[31]
3. Keep both names and use them together. Some companies try to please everyone and
keep the value of both brands by using them together. This can create an unwieldy name,
as in the case of PricewaterhouseCoopers, which has since changed its brand name to
4. Discard both legacy names and adopt a totally new one. The classic example is the
merger of Bell Atlantic with GTE, which became Verizon Communications. Not every
merger with a new name is successful. By consolidating into YRC Worldwide, the
company lost the considerable value of both Yellow Freight and Roadway Corp.
The factors influencing brand decisions in 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.[31]
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 the topic brand architecture.
Most histories of M&A begin in the late 19th century U.S. 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 Indian trade. In 1784, the
Italian Monte dei Paschi and Monte Pio banks were united as the Monti Reuniti.[32] In 1821, the
Hudson's Bay Company merged with the rival North West Company.
and from 1998 to 2000 it was around 1011% of GDP. Companies such as DuPont, US Steel,
and General Electric that merged during 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 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, 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 Great Merger Movement.[citation needed]
Short-run factors
One of the major short run factors that sparked The Great Merger Movement was the desire to
keep prices high. However, high prices attracted the entry of new firms into the industry.
A major catalyst behind the Great Merger Movement was the Panic of 1893, which led to a
major decline in demand for many homogeneous goods. For producers of homogeneous goods,
when demand falls, these producers have more of an incentive to maintain output and cut prices,
in order to spread out the high fixed costs these producers faced (i.e. lowering cost per unit) and
the desire to exploit efficiencies of maximum volume production. However, during the Panic of
1893, the fall in demand led to a steep fall in prices.
Another economic model proposed by Naomi R. Lamoreaux for explaining the steep price falls
is to view the involved firms acting as monopolies in their respective markets. As quasimonopolists, firms set quantity where marginal cost equals marginal revenue and price where
this quantity intersects demand. When the Panic of 1893 hit, demand fell and along with demand,
the firms marginal revenue fell as well. Given high fixed costs, the new price was below average
total cost, resulting in a loss. However, also being in a high fixed costs industry, these costs can
be spread out through greater production (i.e. Higher quantity produced). To return to the quasimonopoly model, in order for a firm to earn profit, firms would steal part of another firms
market share by dropping their price slightly and producing to the point where higher quantity
and lower price exceeded their average total cost. As other firms joined this practice, prices
began falling everywhere and a price war ensued.[33]
One strategy to keep prices high and to maintain profitability was for producers of the same good
to collude with each other and form associations, also known as cartels. These cartels were thus
able to raise prices right away, sometimes more than doubling prices. However, these prices set
by cartels only provided a short-term solution because cartel members would cheat on each other
by setting a lower price than the price set by the cartel. Also, the high price set by the cartel
would encourage new firms to enter the industry and offer competitive pricing, causing prices to
fall once again. As a result, these cartels did not succeed in maintaining high prices for a period
of more than a few years. The most viable solution to this problem was for firms to merge,
through horizontal integration, with other top firms in the market in order to control a large
market share and thus successfully set a higher price.[citation needed]
Long-run factors
In the long run, due to desire to keep costs low, it was advantageous for firms to merge and
reduce their transportation costs thus producing and transporting from one location rather than
various sites of different companies as in the past. Low transport costs, coupled with economies
of scale also increased firm size by two- to fourfold during the second half of the nineteenth
century. In addition, technological changes prior to the merger movement within companies
increased the efficient size of plants with capital intensive assembly lines allowing for economies
of scale. Thus improved technology and transportation were forerunners to the Great Merger
Movement. In part due to competitors as mentioned above, and in part due to the government,
however, many of these initially successful mergers were eventually dismantled. The U.S.
government passed the Sherman Act in 1890, setting rules against price fixing and monopolies.
Starting in the 1890s with such cases as Addyston Pipe and Steel Company v. United States, the
courts attacked large companies for strategizing with others or within their own companies to
maximize profits. Price fixing with competitors created a greater incentive for companies to unite
and merge under one name so that they were not competitors anymore and technically not price
The economic history has been divided into Merger Waves based on the merger activities in the
business world as:[34]
First Wave
Second Wave
Third Wave
Fourth Wave
Fifth Wave
Sixth Wave
Horizontal mergers
Vertical mergers
Diversified conglomerate mergers
Congeneric mergers; Hostile takeovers; Corporate Raiding
Cross-border mergers
Shareholder Activism, Private Equity, LBO
Starting in the fifth merger wave (19921998) and continuing today, companies are more likely
to acquire in the same business, or close to it, firms that complement and strengthen an acquirers
capacity to serve customers.
Buyers arent necessarily hungry for the target companies hard assets. Some are more interested
in acquiring thoughts, methodologies, people and relationships. Paul Graham recognized this in
his 2005 essay "Hiring is Obsolete", in which he theorizes that the free market is better at
identifying talent, and that traditional hiring practices do not follow the principles of free market
because they depend a lot upon credentials and university degrees. Graham was probably the
first to identify the trend in which large companies such as Google, Yahoo! or Microsoft were
choosing to acquire startups instead of hiring new recruits.[35]
Many companies are being bought for their patents, licenses, market share, name brand, research
staff, methods, customer base, or culture. Soft capital, like this, is very perishable, fragile, and
fluid. Integrating it usually takes more finesse and expertise than integrating machinery, real
estate, inventory and other tangibles.[36]
In a study conducted in 2000 by Lehman Brothers, it was found that, on average, large M&A
deals cause the domestic currency of the target corporation to appreciate by 1% relative to the
acquirer's local currency.
The rise of globalization has exponentially increased the necessity for agencies such as the
Mergers and Acquisitions International Clearing (MAIC), trust accounts and securities clearing
services for Like-Kind Exchanges for cross-border M&A.[citation needed] In 1997 alone, there were
over 2,333 cross-border transactions, worth a total of approximately $298 billion. Due to the
complicated nature of cross-border M&A and the additional burden of complying with the
unique laws and regulations of a seller's jurisdiction,[37] the vast majority of cross-border actions
are unsuccessful as companies seek to expand their global footprint and become more agile at
creating high-performing businesses and cultures across national boundaries.[38][citation needed]
Nonetheless, the current surge in global cross-border M&A has been called the "New Era of
Global Economic Discovery".[39]
Even mergers of companies with headquarters in the same country can often be considered
international in scale and require MAIC custodial services. For example, when Boeing acquired
McDonnell Douglas, the two American companies had to integrate operations in dozens of
countries around the world (1997). This is just as true for other apparently "single-country"
mergers, such as the 29 billion-dollar merger of Swiss drug makers Sandoz and Ciba-Geigy (now
Cross-border transactions often present unique challenges. For instance, multinational buyers
may face workplace issues when taking over the seller's staff.[40] Further, cross-border mergers
are often expensive and time-consuming due to a growing number of countries requiring premerger filing requirements.[41]
Despite the goal of performance improvement, results from mergers and acquisitions (M&A) are
often disappointing compared with results predicted or expected. Numerous empirical studies
show high failure rates of M&A deals. Studies are mostly focused on individual determinants. A
book by Thomas Straub (2007) "Reasons for frequent failure in Mergers and Acquisitions"[42]
develops a comprehensive research framework that bridges different perspectives and promotes
an understanding of factors underlying M&A performance in business research and scholarship.
The study should help managers in the decision making process. The first important step towards
this objective is the development of a common frame of reference that spans conflicting
theoretical assumptions from different perspectives. On this basis, a comprehensive framework is
proposed with which to understand the origins of M&A performance better and address the
problem of fragmentation by integrating the most important competing perspectives in respect of
studies on M&A. Furthermore, according to the existing literature, relevant determinants of firm
performance are derived from each dimension of the model. For the dimension strategic
management, the six strategic variables: market similarity, market complementarities, production
operation similarity, production operation complementarities, market power, and purchasing
power were identified as having an important impact on M&A performance. For the dimension
organizational behavior, the variables acquisition experience, relative size, and cultural
differences were found to be important. Finally, relevant determinants of M&A performance
from the financial field were acquisition premium, bidding process, and due diligence. Three
different ways in order to best measure post M&A performance are recognized: synergy
realization, absolute performance, and finally relative performance.
Employee turnover contributes to M&A failures. The turnover in target companies is double the
turnover experienced in non-merged firms for the ten years following the merger.[43] Modern
M&A deals require efficient information technology (IT) integration in order to avoid failure.[44]
Top 10 M&A deals worldwide by value from 1990 to 1999:[45]
Rank Year
1 1999 Vodafone Airtouch PLC[46]
2 1999 Pfizer[47]
3 1998 Exxon[48][49]
4 1998 Citicorp
5 1999 SBC Communications
6 1999 Vodafone Group
7 1998 Bell Atlantic[50]
9 1999 Qwest Communications
Transaction value (in USD)
Travelers Group
Ameritech Corporation
AirTouch Communications
10 1997 Worldcom
MCI Communications
Top 10 M&A deals worldwide by value from 2000 to 2010:[45]
Rank Year
Fusion: AOL Inc. (America
Glaxo Wellcome Plc.
Royal Dutch Petroleum
AT&T Inc.[54][55]
Comcast Corporation
Pfizer Inc.
Spin-off: Nortel Networks
Pfizer Inc.
JPMorgan Chase & Co.[56]
Time Warner
Pharmacia Corporation
Bank One Corporation
Companies, Inc.
Other notable M&A deals from 2010 to 2014 include:[57]
2011 Google
2011 Microsoft Corporation
2011 Berkshire Hathaway
2012 Deutsche Telekom
2013 Softbank
2013 Berkshire Hathaway
2013 Microsoft Corporation
2014 Facebook
2014 Comcast
See also
Motorola Mobility
Sprint Corporation
H. J. Heinz Company
Nokia Handset & Services Business
Time Warner Cable
Concur Technologies
Competition regulator
Control premium
Corporate advisory
Merger control
Merger integration
Factoring (finance)
Merger simulation
Fairness opinion
Swap ratio
Management control
Venture capital


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Part 3: Types of Pages
When you add a page to your Google site, you're given four different options.
Option #1: Your basic webpage
This is just your traditional page that could include text and links to other subpages. Here's an example of a page of my website that uses this option:
Clicking on any of the red text hyperlinks will just take you to another subpage within my website. When you get further into my website, the links might take you to external sites such as games or readings that support the concept I'm teaching. Regardless, this option is the one that I use 95% of the time when I'm adding new pages to my Google Site.
Option #2: Announcements
This is a lot like a blog-feature for your website, but without a lot of bells and whistles. It's a page that you can update frequently, and the most recent update will appear at the top of the page. For my class website, I use this type of page to post homework and announcements.
Option #3: File Cabinet
This option is a way for you to upload files and make them available to others to download. I have a page of my website simply called "Filing Cabinet" and it's where I'll upload any of the frequently used pages that students are likely to need or misplace (e.g., reading logs, spelling contracts, extra grid paper for a math assignment, etc.). You can organize the contents into folders, add descriptions, and automatically leave info about what version it is (if you replace a file, for example) or when you uploaded it so parents can see recent additions. I love this page because it really eliminates a lot of homework excuses.
Option #4: List
I'll be honest -- this is a feature that I've never used. The description says that it lets you make and organize pieces of information (lists!), but I've never had a situation where I really needed to do that on my website. Perhaps it would be good to use if you were organizing a field trip or something like that.
Part 4: Organizing Your SiteWhen you first set up your website, you'll just have a Home Page -- at least, that's the case if you use a blank template. From there, each additional subpage that you add will either be nested at the top level, or you can choose to nest it under something else. Here's an example.
When you look at the Navigation side bar on my website, you can see several subpages listed.
These are all of the pages that I've created at the "Top Level" because I thought they should be easy to find and I wanted it to be fairly easy to navigate. I put all of my most important or big topic pages as "Top Level." The only exception is "Biography Project Choices" -- which is only listed there because I wanted my students to find it immediately for an in-class activity.
If you click on "Curriculum - Grade 4," however, you can see the subpages that I've nested beneath it listed at the bottom of the "Curriculum" page.
To do that, I just click "Put page under Home" and then select the option "Choose a different location" when I'm adding a new page. This will show you all of the top level and subpages you've already created.
One of the things that I really like about the site is that no decision has to be permanent. If you want to reorganize your site -- something I'll do with mine this summer -- you can always move pages around. Just go to the page, click "More" along the editing options at the top, and then choose "Move Page" and it will take you to a menu just like the one above. It's very easy to organize and re-organize in that way, and it will update all of your links automatically.
Homework :)
If you're working on starting your own Google Site this summer, play around with the different types of pages. Try to create a curriculum page, an announcement page, and a filing cabinet. You are welcome to check out my website if you need ideas, but just remember that it's a work-in-progress. In fact, I think classroom websites are always a work-in-progress. I'm constantly adding links to new resources I find or reorganizing it to better suit my class and my instructional needs. Don't feel like it needs to be "100% done" before you share it because honestly, you'll probably never reach that point. Some information is better than none.
What features do you want to include or already use in your classroom website? Please share some of your ideas in the comment section as I would love to hear them!


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The final question from Gwen Ifill in last night's debate provided both Joe Biden and Sarah Palin a perfect platform to launch tough attacks on their opponents. However, both candidates missed the softball, and in Biden's case, managed to strike out completely:
IFILL: Final question tonight, before your closing statements, starting with you, Senator Biden. Can you think of a single issue — and this is to cast light for people who are just trying to get to know you in your final debate, your only debate of this year — can you think of a single issue, policy issue, in which you were forced to change a long-held view in order to accommodate changed circumstances?
Employers often ask applicants a variation of this question in order to test honesty. In fact, Barack Obama made the mistake of being completely honest in an early primary debate on the more common variation — "what would you describe as your weakness" — and got criticized for his "lack of organization" by other Democrats for his candor. Normally, politicians will say something transparently self-serving, such as "My greatest weakness is my deep and abiding love for children, pets, and the American flag."
In this case, both Biden and Palin answered in the spirit of the question, but missed opportunities to go on the offense. Palin did better than Biden with this response:
PALIN: There have been times where, as mayor and governor, we have passed budgets that I did not veto and that I think could be considered as something that I quasi-caved in, if you will, but knowing that it was the right thing to do in order to progress the agenda for that year and to work with the legislative body, that body that actually holds the purse strings.
So there were times when I wanted to zero-base budget, and to cut taxes even more, and I didn't have enough support in order to accomplish that.
But on the major principle things, no, there hasn't been something that I've had to compromise on, because we've always seemed to find a way to work together. Up there in Alaska, what we have done is, with bipartisan efforts, is work together and, again, not caring who gets the credit for what, as we accomplish things up there.
And that's been just a part of the operation that I wanted to participate in. And that's what we're going to do in Washington, D.C., also, bring in both sides together. John McCain is known for doing that, also, in order to get the work done for the American people.
The message: I've had to compromise with opponents on budgetary issues, but only grudgingly, and not without a fight. That's not a bad answer, but she missed the opportunity to talk about the Ketchikan Bridge earmark, aka the Bridge to Nowhere. She could have used that opportunity to talk about the corrosive nature of earmarks, how she learned first-hand the potential for waste and fraud, and finish by reminding voters that Biden and Obama voted to support that earmark — twice.
But if Palin just missed an opportunity, Biden managed to step all over Obama's message of getting past ideology and working across the aisle. Ifill's question seemed designed to have Biden explain his vote to support the war in Iraq as a mistake in light of the Bush administration's handling of the war, etc etc, and how he would never do that again. Instead, Biden emphasized his decades-long presence in Washington with an anecdote about how he learned to be even more ideological regarding judicial nominations:
BIDEN: Yes, I can. When I got to the United States Senate and went on the Judiciary Committee as a young lawyer, I was of the view and had been trained in the view that the only thing that mattered was whether or not a nominee appointed, suggested by the president had a judicial temperament, had not committed a crime of moral turpitude, and was — had been a good student.
And it didn't take me long — it was hard to change, but it didn't take me long, but it took about five years for me to realize that the ideology of that judge makes a big difference.
That's why I led the fight against Judge Bork. Had he been on the court, I suspect there would be a lot of changes that I don't like and the American people wouldn't like, including everything from Roe v. Wade to issues relating to civil rights and civil liberties.
And so that — that — that was one of the intellectual changes that took place in my career as I got a close look at it. And that's why I was the first chairman of the Judiciary Committee to forthrightly state that it matters what your judicial philosophy is. The American people have a right to understand it and to know it.
But I did change on that, and — and I'm glad I did.
Biden managed to hit every hot button in this answer to alienate centrists, independents, and undecideds. Not only does he talk about ideological litmus tests for confirming judges to the federal bench, he brags about it. In fact, his original position matches what most Americans believe the Senate's scope in confirmations should be – whether judges have the competence to fulfill the roles to which the President appoints them. Biden instead manages to encapsulate everything that has gone wrong in the confirmation process, and delights in the damage he caused.
Moreover, it hardly reflects well on Obama's themes of post-partisanship and consensus-building. Biden's answer specifically rejects that. He says the most important lesson he's learned from being wrong is that he wasn't ideological enough, and that he should be more partisan in his approach to the judiciary. It's so far off message that it simply can't be reconciled with the ticket.
And if that's the greatest lesson Biden's learned in 36 years in Washington, that says volumes about Biden and Washington.


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New Movies This Week: 'The Other Woman,' 'The Quiet Ones' and 'Brick Mansions' [Video]
April used to be a rather forgettable month, as far as movie releases go.
But that all seems to have changed.
This weekend we get three more major openings: a comedy, a horror flick and an action thriller.
'The Other Woman'
A man is cheating on his wife with multiple women, all of whom become friends and decide to take revenge on the Lothario. (See more about 'The Other Woman' here.)
Directed by Nick Cassavettes
Starring Leslie Mann, Cameron Diaz, Nikolaj Coster-Waldau, Kate Upton and Nicki Minaj
'The Quiet Ones'
A team of PhD students in London tries to help solve the mystery of a young girl who seems possessed by a supernatural power, but they accidentally create something much worse. (See more about 'The Quiet Ones' here.)
Directed by John Pogue
Starring Jared Harris, Sam Claflin, Olivia Cooke and Erin Richards
'Brick Mansions'
In one of Paul Walker's final films, an undercover cop and an ex-con team up to take down Detroit's most dangerous crime lord. (See more about 'Brick Mansions' here.)
Directed by Camille Delamarre
Starring Paul Walker, David Belle, Robert Fitzgerald Diggs (RZA) and Catalina Denis