902 resultados para Due diligence process


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In this paper we propose a design methodology for low-power high-performance, process-variation tolerant architecture for arithmetic units. The novelty of our approach lies in the fact that possible delay failures due to process variations and/or voltage scaling are predicted in advance and addressed by employing an elastic clocking technique. The prediction mechanism exploits the dependence of delay of arithmetic units upon input data patterns and identifies specific inputs that activate the critical path. Under iso-yield conditions, the proposed design operates at a lower scaled down Vdd without any performance degradation, while it ensures a superlative yield under a design style employing nominal supply and transistor threshold voltage. Simulation results show power savings of upto 29%, energy per computation savings of upto 25.5% and yield enhancement of upto 11.1% compared to the conventional adders and multipliers implemented in the 70nm BPTM technology. We incorporated the proposed modules in the execution unit of a five stage DLX pipeline to measure performance using SPEC2000 benchmarks [9]. Maximum area and throughput penalty obtained were 10% and 3% respectively.

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A Work Project, presented as part of the requirements for the Award of a Masters Double Degree in Economics and International Business from the NOVA – School of Business and Economics and Insper Instituto de Ensino e Pesquisa

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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.

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A atividade de fusões e aquisições, também conhecida no mercado como M&A (Mergers and Acquisitions), tem sido uma relevante estratégia adotada pelos CEOs para garantir a competitividade em mercados doméstico e internacional, sendo justificada por diversos fatores, dentre eles: necessidade de crescimento, aumento do market share, criação e/ou aumento de barreiras de entrada, aquisição de conhecimento (capital humano, tecnologia e processos) e busca por sinergias. Ainda que existam estudos sobre M&A visando uma melhor compreensão dos problemas relacionados ao alinhamento entre a estratégia e a tomada de decisão, dos fatores críticos de sucesso, melhores práticas para condução de due diligence (processo de investigação e auditoria), valorações econômicas e integrações na implementação da fusão ou aquisição, poucos se debruçaram em analisar as armadilhas do processo decisório de M&A, no que diz respeito aos vieses psicológicos existentes ao longo da tomada de decisão. Desta forma, o objetivo central da presente pesquisa é apresentar a consolidação da análise das principais armadilhas que interferem no processo decisório de fusões e aquisições. De maneira complementar, também se almejou alcançar os seguintes objetivos intermediários: compreender o processo de fusões e aquisições; identificar as principais etapas e pontos de decisão no processo decisório de fusões e aquisições; analisar as armadilhas inerentes a uma tomada de decisão. Assim, foi realizada uma pesquisa qualitativa que, além de revisão de literatura, contou com a realização de entrevistas com 15 profissionais que tiveram atuação relevante em projetos de M&A de empresas brasileiras que adquiriram, foram adquiridas ou realizaram fusões entre 2009 e 2015, em diversos segmentos da indústria. As informações obtidas foram compiladas e analisadas através da metodologia de Análise de Discurso. Como resultado, esta pesquisa mostrou que decisões de M&A são extremamente complexas e apresentam alto grau de incerteza, o que implica em um maior risco da ocorrência de armadilhas psicológicas. Dentre as armadilhas que exercem maior influência nas decisões de fusões e aquisições, de acordo com este estudo, a contextualização foi a que apresentou maior dominância, seguida pela evidência de confirmação e ancoragem.

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En el trabajo se ha reflejado la génesis del término „desarrollo sostenible‟ y la preocupación social y de los gobiernos hacia la sostenibilidad de los recursos, generando una política forestal a escala internacional, cuyo hito inicial desempeña la Cumbre de Rio y otros procesos, donde surge el término „sostenibilidad‟ - procesos gubernamentales que ponen su atención en los bosques,entre ellos el Proceso paneuropeo del que emanan los Criterios e indicadores de la gestión forestal sostenible, así como otros foros donde aparece la vinculación entre los productos y la sostenibilidad de los bosques de donde proceden. A partir de esos conceptos aparecen los sistemas de certificación, primero FSC, promovido por las ONG ambientalistas, y en respuesta a ello, el sistema PEFC de los propietarios forestales privados con las industrias forestales. En su introducción, el trabajo recoge como surge y evoluciona esta preocupación y como se sucede y desarrollan los sistemas de certificación en España, orientados tanto a la superficie forestal como a sus productos derivados. Tratando de ser una herramienta técnica, en estos últimos quince años, se han ido planteando metodologías y propuestas técnicas que puedan garantizar el origen sostenible del bosque de donde procede la materia prima. Aunque la persistencia de la masa forestal como término tiene importancia, no considera numerosos aspectos incluidos en el concepto “gestión forestal sostenible”. El trabajo manifiesta qué es y cómo se origina la Gestión Forestal Sostenible y muy ligado con ello, el origen de la certificación como herramienta, explicando cómo se incardina la certificación forestal española con las estructuras internacionales y se construyen nuevas estructuras a escala española y autonómica. Se expone el dominio y alcance técnico de la certificación, sus inicios y un análisis de la diversidad de sistemas y etiquetas existentes -como ha ido evolucionando a escala internacional y nacional, por sistemas, sectores y continentes, con especial atención en España, recopilando lo sucedido relevante para el sector forestal, industrias forestales y sistemas de certificación en los años de estudio de elaboración de la tesis. Se refleja la relevancia que adquiere la certificación forestal y de la cadena de custodia para la industria del papel, tanto por las regulaciones, normativas y legislación que involucran al producto derivado del bosque como por ser herramienta que enlaza el bosque sostenible con el consumidor. La aplicación de todas esas especificaciones técnicas que muestran la sostenibilidad del bosque y al trazabilidad en el proceso productivo comporta una carga administrativa de recopilación de información, de control para el seguimiento asociado con los registros necesarios, y de archivo de documentos, conforme a las exigencias que plantean los sistemas de certificación forestal. Por tanto, es importante definir un método y procedimientos genéricos para los correspondientes sistemas de gestión preexistentes en las empresas del sector de pasta y papel (de calidad/ de medio ambiente/integrados), para implantar un Sistema de Cadena de Custodia genérico (común a FSC y PEFC) en una instalación de celulosa y papel y un sistema de diligencia debida. Para ello, ha sido necesario analizar la línea de producción y establecer los puntos de su diagrama en los que se requiere el control de la trazabilidad, puntos en los que se procede al seguimiento y registro de la materia prima, materia semielaborada y producto, y de ahí proceder a redactar o retocar los procedimientos de gestión calidad/ medioambiental, en su caso, para incluir los campos de registro. Según determinen los procedimientos, se efectuará un seguimiento y registro de los, derivados que configuran una característica y se determinará una serie de indicadores del sistema de trazabilidad de la madera en la industria de celulosa y papel, es decir, un conjunto de parámetros cuantitativos y descriptivos, sujetos al seguimiento de forma periódica, que muestren el cambio y permitan observar la evaluación y control del Sistema de Cadena de Custodia. Además de asegurar la trazabilidad de la madera y fibra en la industria de pasta y papel y con ello la sostenibilidad del bosque del que procede, se avalará la legalidad de los aprovechamientos que proporcionan ese recurso maderable, cumpliendo así no sólo la legislación vigente sino también ambos sistemas de certificación FSC y PEFC. El sistema de cadena de custodia de la pasta y papel se caracteriza por los indicadores de seguimiento que permite el control de la trazabilidad. ABSTRACT This paper traces the origins of the term „Sustainable Development‟ and of both citizen and institutional concern for the sustainability of resources, leading to the enactment of a forestry policy at international level, of which the initial milestones are the Rio Summit and other processes in which the term „Sustainability‟ was born. Those forestfocused institutional initiatives include the pan-European process that led to the publication of Sustainable Forest Management Criteria and Indicators, and other forums that highlight the link between finished wood-based products and the sustainability of the forests from which that wood is sourced. Those concepts were the culture in which forest certification systems were engendered, first FSC, promoted by environmental NGOs, and subsequently PEFC, fostered in response to FSC by private forest owners and forest-based industries. In its Introduction, this paper looks at how such concern arose and has evolved and how certification systems came into existence in Spain and developed to encompass both forest lands and forest-based products. As part of a mission to provide an applicable technical tool, new methodologies and technical proposals have been put forward over the past fifteen years aimed at guaranteeing the sustainable origin of the forest from which raw material is sourced. Although the maintenance of forest stands as a term in its own right is important, it does not take many of the aspects included in the concept of “sustainable forest management” into account. This thesis describes what SFM is and how it was born, underlying the close link between SFM and the origin of certification as a tool, explaining how Spanish forest certification is embodied in international structures, while new structures are built here in Spain on both the national and regional scale. This work also details the domain and scope of forest certification from the technical standpoint, explains its beginnings, and assesses the various systems and labels that exist - how certification has evolved internationally and nationally across systems, sectors and continents, with special emphasis on Spain. It provides a compilation of events relevant to forestry, forest industries and forest certification systems that have taken place during the years this thesis has been in preparation. It reflects on the relevance that forest and chain of custody certification holds for the paper industry, in view not only of the regulations, policies and legislation that affect forest-based products but also of its role as a tool that bonds the sustainable forest with the consumer. Implementing the range of technical specifications to demonstrate forest sustainability and traceability throughout the production process entails the administrative burden of collecting information and providing controls to process the relevant records and documents to be kept on file in compliance with the requirements made by forest certification schemes. It is therefore important to define a generic method, together with its relevant procedures,that fits the management systems (quality / environmental / integrated)existing today in pulp and paper companies, in order to implement a generic Chain of Custody scheme (common to FSC and PEFC) in a pulp and paper mill, and a due diligence system. To achieve that, it has first been necessary to analyse the production line and establish points along the route where traceabilitycontrols need to be implemented and points where raw material, semi-finished goods and end products should be monitored and recorded. Subsequently, the procedures in quality / environmental management systems need to be drafted or amended as required to include fields that reflect those records. As required by the procedures, forest-based products that have a specific characteristic shall be monitored and recorded, and a number of indicators identified in the traceability system of wood for pulp & paper, i.e.createa set of quantitative and descriptive parameters subject to regular monitoringthat reveal changes and enable the Chain of Custody system to be assessed and controlled. In addition to ensuring the traceability of wood and fibre in the pulp and paper industry -and so the sustainability of the forest from which it is sourced -, the legality of the harvesting that produces that timber will also be enhanced, thus fulfilling not only the law but also both FSC and PEFC certification schemes. The chain of custody system for pulp and paper is characterised by monitoring indicators that enable traceability to be controlled.

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This article reports the findings into patterns of governance on nonprofit boards in Australia. The research surveys 118 boards, upon which serve a total of 1405 directors. The findings indicate that nonprofit boards can mimic some aspects of a shareholder approach to governance. But nonprofit boards, in the main, indicate priorities and activities of a stakeholder approach to governance. The features of `isomorphism' that arise largely stem from legislative requirements in corporate governance. Generally, nonprofit directors are influenced by agenda and motivations that can be differentiated from the influences upon director activity in the corporate sector. The study indicates that nonprofit boards prize knowledge and loyalty to the sector when considering board composition. The survey suggests nonprofits ``compensate'' for the demands placed upon them about fiduciary duty and due diligence responsibilities with the diverse intellectual expertise of non-executive directors. Nonprofit boards possess greater diversity than boards in the corporate sector; they include more women as directors than corporate boards and they include a greater proportion of directors from minority groups. While strategic issues feature significantly as a task of the nonprofit board, they distinguish themselves from their corporate counterparts by engaging in operational management. The findings indicate that, in the main, directors on nonprofit boards deliberate and operate in ways distinctive from their corporate counterparts. Such findings offer a contribution to the reform of Corporations Law in other countries and the likely consequence on boards outside the corporate sector.

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In truck manufacturing, the exhaust and air inlet pipes are specialized equipment that requires highly skilled, heavy machinery and small batch production methods. This paper describes a project to develop the computer numerically controlled (CNC) pipe bending process for a truck component manufacturer. The company supplies a huge range of heavy duty truck parts to the domestic market and is a significant supplier in Australia. The company has been using traditional methods of machine assisted manual pipe bending techniques. In a drive of continuous improvement, the company has acquired a pre-owned CNC bending machine capable of bending pipes automatically up to 25 bends. However, due to process mismatch, this machine is only used for single bending operation. The researchers studied the bending system and changed the manufacturing process. Using an example exhaust pipe as the benchmark, a significant drop of manufacturing lead time from 70 minutes to 40 minutes for each pipe was demonstrated. There was also a decrease of material cost due to the multiple bends part in one piece without cutting excessive materials for each single bend like it used to be.

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President’s Message Hello fellow AITPM members, A few weeks have now passed since our 2009 AITPM National Conference, Traffic Beyond Tomorrow, which was held at the Adelaide Convention Centre from 5 to 7 August. I personally had a most enjoyable and enriching time at the Conference and felt these same “vibes” all around me. Top marks go to the South Australia organising committee, convened by Andrew Leedham, for their dedication to this our flagship event for the year. I could go on to cite my highlights but there were too many to give due diligence here. I had a number of official functions to perform at the Conference, but one in particular worth mentioning was being interviewed by radio stations 5AA, the main news/talk commercial broadcaster in Adelaide, and 891 ABC Adelaide. All interviewers were focussed on the issue of congestion charging, which is interesting in its emergence as a public conversation piece. My main responses focussed on the importance of providing alternatives for travel to the motorist otherwise being charged by a scheme, if and when decisions were made to implement congestion charging. I found that these opportunities to present AITPM as a professional peak body were very fruitful. The Queensland organising committee is now in full swing organising the 2010 AITPM National Conference, What’s New?, so please keep a lookout for related content. You’ll also find within this edition a transcript of my President’s Report to the 2009 AITPM National Annual General Meeting, which was held during the Adelaide Conference. Best regards to all, Jon Bunker

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Franchisor failure is one of the most problematic areas of the franchise relationship. It impacts negatively on landlords and other suppliers, but the contracting parties that are currently without legal rights to respond when a franchisor fails, and thus without consumer protection, are its franchisees. In this thesis I explore the current contractual, regulatory and commercial environment that franchisees inhabit, within the context of franchisor failure. I conclude that ex ante there are opportunities to level the playing field through consumer protection legislation. I also conclude that the task is not one solely for the consumer protection legislation; the problem should also be addressed ex post through the Corporations Act.

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This was the question that confronted Wilson J in Jarema Pty Ltd v Michihiko Kato [2004] QSC 451. Facts The plaintiff was the buyer of a commercial property at Bundall. The property comprised a 6 storey office building with a basement car park with 54 car parking spaces. The property was sold for $5 million with the contract being the standard REIQ/QLS form for Commercial Land and Buildings (2nd ed GST reprint). The contract provided for a “due diligence” period. During this period, the buyer’s solicitors discovered that there was no direct access from a public road to the car park entrance. Access to the car park was over a lot of which the Gold Coast City Council was the registered owner under a nomination of trustees, the Council holding the property on trust for car parking and town planning purposes. Due to the absence of a registered easement over the Council’s land, the buyer’s solicitors sought a reduction in the purchase price. The seller would not agree to this. Finally the sale was completed with the buyer reserving its rights to seek compensation.

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The human right to water has recently been recognised by both the United Nations General Assembly and the Human Rights Council. As the mining industry interacts with water on multiple levels, it is important that these interactions respect the human right to water. Currently, a disconnect exists between mine site water management practices and the recognition of water from a human rights perspective. The Minerals Council of Australia (MCA) Water Accounting Framework (WAF) has previously been used to strengthen the connection between water management and human rights. This article extends this connection through the use of a Social Water Assessment Protocol (SWAP). The SWAP is scoping tool consisting of a set of questions classified into taxonomic themes under leading topics with suggested sources of data that enable mine sites to better understand the local water context in which they operate. Three of the themes contained in the SWAP – gender, Indigenous peoples and health – are discussed to demonstrate how the protocol may be useful in assisting mining companies to consider their impacts on the human right to water.

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The Queensland Organised Crime Commission of Inquiry recently handed down its findings examining how organised crime has been policed in recent years. While media attention has been focused on the implications for child sexual exploitation and paedophilia, the report also made some substantial findings related to financial crimes such as investment fraud (commonly known as boiler rooms scams). Quite disturbingly, the report notes a strong victim blaming mentality that police expressed towards individuals who invested in fraudulent companies and who subsequently lost money in these boiler room scams. The attitude of the police towards boiler room victims was largely one of apathy towards the likelihood of any investigation, and of blame towards victims for not doing what was perceived to be “due diligence”. This finding illustrates several myths which are argued to exist around investment fraud victims, particularly around the concept of “due diligence”. It also feeds into the idea that victims are greedy/naïve and financially illiterate/not investment savvy. These are both problematic and largely inaccurate. Drawing on examples from my own research with fraud victims, the article will illustrate the complexity and sophistication of many boiler room schemes and demonstrate the difficulties in identifying fraudulent investment opportunities.

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This study focuses on business families and how they handle transitions such as business transfers. It also tries to shift the balance of research away from successions and towards business transfers as a key topic for family business researchers. In addition, it contributes to the family business research field by further highlighting the importance of the various different contributions in the family business from business family members other than the entrepreneurial founder. Based on interviews with both business family members and business brokers, it appears as important for business families who are selling their family business that it is managed in a similar way in the future regardless of the shift in ownership and management. It is also important that the employees can stay with the business. However, employees are seldom regarded as potential buyers of the family business; most preferably, from the point of view of business family members, this should be somebody who is similar to themselves. Business transfers can be lengthy processes, but once the family business is sold, previous owners most often want to leave the family business. This disengagement can be difficult for business family members if they have not managed to build up some other identity outside the family business environment. Money may compensate for the loss in the short run, but something else is needed in the long run, since the management of money is usually not perceived as that interesting. A family business transfer can have great influence on the members of the business family who is selling, and therefore it is suggested that personal due diligence could be of some help when planning the transfer. That tool can help business family members to analyse their own personal situation, but it may also make it easier to understand how the other business family members feel about the forthcoming change. Everyone is influenced in different ways during a family business transfer, and awareness of this fact may make it easier for the whole business family to adjust to their new environment.

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Surface-potential-based compact charge models for symmetric double-gate metal-oxide-semiconductor field-effect transistors (SDG-MOSFETs) are based on the fundamental assumption of having equal oxide thicknesses for both gates. However, for practical devices, there will always be some amount of asymmetry between the gate oxide thicknesses due to process variations and uncertainties, which can affect device performance significantly. In this paper, we propose a simple surface-potential-based charge model, which is applicable for tied double-gate MOSFETs having same gate work function but could have any difference in gate oxide thickness. The proposed model utilizes the unique so-far-unexplored quasi-linear relationship between the surface potentials along the channel. In this model, the terminal charges could be computed by basic arithmetic operations from the surface potentials and applied biases, and thus, it could be implemented in any circuit simulator very easily and extendable to short-channel devices. We also propose a simple physics-based perturbation technique by which the surface potentials of an asymmetric device could be obtained just by solving the input voltage equation of SDG devices for small asymmetry cases. The proposed model, which shows excellent agreement with numerical and TCAD simulations, is implemented in a professional circuit simulator through the Verilog-A interface and demonstrated for a 101-stage ring oscillator simulation. It is also shown that the proposed model preserves the source/drain symmetry, which is essential for RF circuit design.

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Providing you with peace of mind and due diligence on around 40 pages of contractual terms and conditions on an ongoing basis for Google Apps for Education. JL