Intellectual property management in M&A transactions

Purpose – The purpose of this paper is to focus on the intellectual property (IP) aspects of mergers and acquisitions (M&A) transactions. Design/methodology/approach – A holistic approach is proposed that embraces IP as an integral part of the M&A process in the form of a roadmap for the strategic and purposeful management of IP assets in M&A deals. Findings – Addressing IP issues in transactions in isolation can lead to undesirable consequences (e.g. considerable costs for unplanned purchases of rights). IP due diligence and IP integration project processes can be automated using collaborative software solutions. Thereby, risk can be reduced through the creation of a high level of transparency and predefined responsibilities. Practical implications – Although the proposed IP management framework is based on intellectual property matters relevant to German jurisdiction, conclusions derived and the proposed roadmap are transferable to other jurisdictions and hence have a broader relevance. Evidence for this is provided by the successful application of the roadmap in the context of the multinational transaction stated above. Originality/value – This paper is based on the authors' collective experience, insight and reflected observation of M&A practice gained in advisory M&A roles in management consultancies over a period of more than a decade. The paper summarizes the authors' reflections and observations and brings these into the context of the current management literature. Moreover, this paper builds on earlier published research.

Threshold effects in price transmission: The case of Brazilian wheat, maize, and soya prices

Recent studies into price transmission have recognized the important role played by transport and transaction costs. Threshold models are one approach to accommodate such costs. We develop a generalized Threshold Error Correction Model to test for the presence and form of threshold behavior in price transmission that is symmetric around equilibrium. We use monthly wheat, maize, and soya prices from the United States, Argentina, and Brazil to demonstrate this model. Classical estimation of these generalized models can present challenges but Bayesian techniques avoid many of these problems. Evidence for thresholds is found in three of the five commodity price pairs investigated.

Training to address attitudes and behaviour of rural bank managers in Madhya Pradesh, India: A programme to facilitate financial inclusion

Given their physical presence in India, banks are arguably well-placed to improve financial inclusion in rural areas. However, uncertain repayment capacities and high transaction costs mean formal financial institutions are often reluctant to lend to the rural poor. Conversely, high transaction costs in dealing with banks are also incurred by clients, through, for example, lengthy, cumbersome and potentially ignominious procedures. Negative attitudes towards poor clients can be an important component of such transaction costs. An applied research project funded by the Enterprise Development Innovation Fund (EDIF-DFID) developed an innovative training programme designed to encourage more positive attitudes of bank staff towards poor clients, and towards their own role in rural poverty alleviation and development. This paper examines the development of the training programme, its implementation, and the results of its evaluation. It is shown that training can bring about attitudinal change, which in turn is reflected in behaviour and social impact.

Food crops in a changing climate

Changes in both the mean and the variability of climate, whether naturally forced, or due to human activities, pose a threat to crop production globally. This paper summarizes discussions of this issue at a meeting of the Royal Society in April 2005. Recent advances in understanding the sensitivity of crops to weather, climate and the levels of particular gases in the atmosphere indicate that the impact of these factors on crop yields and quality may be more severe than previously thought. There is increasing information on the importance to crop yields of extremes of temperature and rainfall at key stages of crop development. Agriculture will itself impact on the climate system and a greater understanding of these feedbacks is needed. Complex models are required to perform simulations of climate variability and change, together with predictions of how crops will respond to different climate variables. Variability of climate, such as that associated with El Niño events, has large impacts on crop production. If skilful predictions of the probability of such events occurring can be made a season or more in advance, then agricultural and other societal responses can be made. The development of strategies to adapt to variations in the current climate may also build resilience to changes in future climate. Africa will be the part of the world that is most vulnerable to climate variability and change, but knowledge of how to use climate information and the regional impacts of climate variability and change in Africa is rudimentary. In order to develop appropriate adaptation strategies globally, predictions about changes in the quantity and quality of food crops need to be considered in the context of the entire food chain from production to distribution, access and utilization. Recommendations for future research priorities are given.

Timing and the holding periods of institutional real estate

Literature on investors' holding periods for securities suggests that high transaction costs are associated with longer holding periods. Return volatility, by contrast, is associated with shorter holding periods. In real estate, high transaction costs and illiquidity imply longer holding periods. Research on depreciation and obsolescence suggests that there might be an optimal holding period. Sales rates and holding periods for U.K. institutional real estate are analyzed, using a proportional hazards model, over an 18-year period. The results show longer holding periods than those claimed by investors, with marked differences by type of property and over time. The results shed light on investor behavior.

The competitive dialogue procedure: Advantages, disadvantages, and its implementation into English and Dutch law

Competitive Dialogue (CD) is a new contract award procedure of the European Community (EC). It is set out in Article 29 of the 'Public Sector Directive' 2004/18/EC. Over the last decades, projects were becoming more and more complex, and the existing EC procedures were no longer suitable to procure those projects. The call for a new procedure resulted in CD. This paper describes how the Directive has been implemented into the laws of two member states: the UK and the Netherlands. In order to implement the Directive, both lawmakers have set up a new and distinct piece of legislation. In each case, large parts of the Directive’s content have been repeated ‘word for word’; only minor parts have been reworded and/or restructured. In the next part of the paper, the CD procedure is examined in different respects. First, an overview is given on the different EC contract award procedures (open, restricted, negotiated, CD) and awarding methods (lowest price and Most Economically Advantageous Tender, MEAT). Second, the applicability of CD is described: Among other limitations, CD can only be applied to public contracts for works, supplies, and services, and this scope of application is further restricted by the exclusion of certain contract types. One such exclusion concerns services concessions. This means that PPP contracts which are set up as services concessions cannot be awarded by CD. The last two parts of the paper pertain to the main features of the CD procedure – from ‘contract notice’ to ‘contract award’ – and the advantages and disadvantages of the procedure. One advantage is that the dialogue allows the complexity of the project to be disentangled and clarified. Other advantages are the stimulation of innovation and creativity. These advantages are set against the procedure’s disadvantages, which include high transaction costs and a perceived hindrance of innovation (due to an ambiguity between transparency and fair competition). It is concluded that all advantages and disadvantages are related to one of three elements: communication, competition, and/or structure of the procedure. Further research is needed to find out how these elements are related.

The impact of procurement method on costs of procurement

Collaborative working methods offer the hope of reduced waste, lower tendering costs and improved outputs. The costs of tendering may be influenced by the introduction of different working methods. Transaction cost economics appears to offer an analytical framework for studying the costs of tendering, but it is more to do with providing explanations at the institutional/industry level, not at the level of individual projects. Surveys and interviews were carried out with small samples in UK. The data show that that while tendering costs are not necessarily higher in collaborative working arrangements, there is no correlation between costs of tendering and the way the work is organized. Practitioners perceive that the benefits of working in collaborative procurement routes far outweigh the costs. Tendering practices can be improved to avoid waste, and the suggested improvements include restricting selective tendering lists to 23 bidders, letting bidders know who they are competing with, reimbursing tendering costs for aborted projects and ensuring that timely and comprehensive information is provided to bidders.

Comparative costs of the commercial process in different construction procurement methods

The commercial process in construction projects is an expensive and highly variable overhead. Collaborative working practices carry many benefits, which are widely disseminated, but little information is available about their costs. Transaction Cost Economics is a theoretical framework that seeks explanations for why there are firms and how the boundaries of firms are defined through the “make-or-buy” decision. However, it is not a framework that offers explanations for the relative costs of procuring construction projects in different ways. The idea that different methods of procurement will have characteristically different costs is tested by way of a survey. The relevance of transaction cost economics to the study of commercial costs in procurement is doubtful. The survey shows that collaborative working methods cost neither more nor less than traditional methods. But the benefits of collaboration mean that there is a great deal of enthusiasm for collaboration rather than competition.

Primary music education: the misrepresentation of the ideals of curricula in research

The author starts from a historical viewpoint to suggest that, at primary level, we have tended to perpetuate a nineteenth-century notion of music education. This is evident in the selection and organisation of musical content in curriculum documents, the scope of the teacher-pupil transaction implicit in these and the assumptions about music education which underpin research on practice conducted at official policy level. In light of the introduction of the 1999 Revised Primary School Curriculum, with its change in emphasis, she notes that it is timely to reconsider the situation. Central to this is the need to challenge the notion of music as a set of delineated skills, to explore the relationship between the primary teacher and music, and to move towards a notion of research which acknowledges the richness of multiple interpretations teachers bring to the curriculum.

Training to address attitudes and behaviour of rural bank managers in Madhya Pradesh, India: a programme to facilitate financial inclusion

Given their physical presence in India, banks are arguably well-placed to improve financial inclusion in rural areas. However, uncertain repayment capacities and high transaction costs mean formal financial institutions are often reluctant to lend to the rural poor. Conversely, high transaction costs in dealing with banks are also incurred by clients, through, for example, lengthy, cumbersome and potentially ignominious procedures. Negative attitudes towards poor clients can be an important component of such transaction costs. An applied research project funded by the Enterprise Development Innovation Fund (EDIF-DFID) developed an innovative training programme designed to encourage more positive attitudes of bank staff towards poor clients, and towards their own role in rural poverty alleviation and development. This paper examines the development of the training programme, its implementation, and the results of its evaluation. It is shown that training can bring about attitudinal change, which in turn is reflected in behaviour and social impact. Copyright © 2007 John Wiley & Sons, Ltd.

Direct investment in real estate

Momentum strategies have the potential to generate extra profits in private real estate markets. Tests of a variety of frequencies of portfolio reweighting identify periods of winner and loser performance. There are strong potential gains from momentum strategies that are based on prior returns over a 6- to 12-month period. Whether these gains are attainable for real-world investors depends on transaction costs, but some momentum strategies do produce net excess returns. The findings hold even if returns are unsmoothed to reflect underlying market prices.

Capturing UK real estate volitility

Volatility, or the variability of the underlying asset, is one of the key fundamental components of property derivative pricing and in the application of real option models in development analysis. There has been relatively little work on volatility in real terms of its application to property derivatives and the real options analysis. Most research on volatility stems from investment performance (Nathakumaran & Newell (1995), Brown & Matysiak 2000, Booth & Matysiak 2001). Historic standard deviation is often used as a proxy for volatility and there has been a reliance on indices, which are subject to valuation smoothing effects. Transaction prices are considered to be more volatile than the traditional standard deviations of appraisal based indices. This could lead, arguably, to inefficiencies and mis-pricing, particularly if it is also accepted that changes evolve randomly over time and where future volatility and not an ex-post measure is the key (Sing 1998). If history does not repeat, or provides an unreliable measure, then estimating model based (implied) volatility is an alternative approach (Patel & Sing 2000). This paper is the first of two that employ alternative approaches to calculating and capturing volatility in UK real estate for the purposes of applying the measure to derivative pricing and real option models. It draws on a uniquely constructed IPD/Gerald Eve transactions database, containing over 21,000 properties over the period 1983-2005. In this first paper the magnitude of historic amplification associated with asset returns by sector and geographic spread is looked at. In the subsequent paper the focus will be upon model based (implied) volatility.

Back from beyond the bid-ask spread: perspectives on liquidity

Research into the topic of liquidity has greatly benefited from the availability of data. Although bid-ask spreads were inaccessible to researchers, Roll (1984) provided a conceptual model that estimated the effective bid-ask prices from regular time series data, recorded on a daily or longer interval. Later data availability improved and researchers were able to address questions regarding the factors that influenced the spreads and the relationship between spreads and risk, return and liquidity. More recently transaction data have been used to measure the effective spread and researchers have been able to refine the concepts of liquidity to include the impact of transactions on price movements (Clayton and McKinnon, 2000) on a trade-by-trade analysis. This paper aims to use techniques that combine elements from all three approaches and, by studying US data over a relatively long time period, to throw light on earlier research as well as to reveal the changes in liquidity over the period controlling for extraneous factors such as market, age and size of REIT. It also reveals some comparable results for the UK market over the same period.