Kumarina and bidders voting in transfer schemes

Transfer schemes are an alternative means of acquiring control of a company to making a takeover bid under the provisions in Ch 6 of the Corporations Act 2001 (Cth). The recent decision Re Kumarina Resources Ltd [2013] FCA 549 overturned long-standing practice in relation to a certain type of transfer scheme. If followed, the decision would allow a “bidder” to vote at scheme meetings where the scheme consideration for the acquisition of the target shares are shares in another company, and the scheme results in a merger. But the bidder is not allowed to vote where the scheme consideration is cash. The article points out the difficulties arising from this decision and argues that it should not be followed. In providing a “no objection” statement, the Australian Securities and Investments Commission (ASIC) has created uncertainty as to the approach it will take towards the bidders being allowed to vote at scheme meetings where the scheme consideration for the acquisition of target shares are shares in another company. The article also points out that in providing the no objection statement in Kumarina, ASIC appears to have ignored breaches of s 606(1) of the Corporations Act. There is a pressing need for ASIC to clarify its position and, in particular, whether or not it will provide a no objection statement in respect of future transfer schemes where a bidder (or its parent company) votes at the scheme meeting.

Lawyers behaving badly in mediations : lessons for legal educators

This article will discuss some real life case examples of what will be termed “lawyers behaving badly” where it will be argued that legal representatives have not performed as effectively as they could have in mediation settings. These instances of “lawyer misbehaviour” will be grouped under several broad headings: the Process Thwarter, the Zealous Adversarial Advocate, the Misguided Advisor, the Distributive Bargainer, the Passive Advocate, and the Legal Takeover. Reflecting on these situations will provide guidance to legal educators as to the specific areas of dispute resolution knowledge and skills that future lawyers need to learn and develop.

Evolution of cooperation by reciprocation within structured demes

The iterative two-person Prisoners’ Dilemma game has been generalised to theN-person case. The evolution of cooperation is explored by matching the Tit For Tat (TFT) strategy (Axelrod and Hamilton 1981) against the selfish strategy. Extension of TFT toN-person situations yields a graded set of strategies from the softest TFT, which continues cooperation even if only one of the opponents reciprocates it, to the hardest, which would do so only when all the remaining opponents cooperate. The hardest TFT can go to fixation against the selfish strategy provided it crosses a threshold frequencypc. All the other TFT are invadable by the selfish (D) or the pure defector strategy, while none can invadeD. Yet, provided a thresholdpc is crossed, they can coexist stably withD. AsN, the size of the group increases, the threshold pc also increases, indicating that the evolution of cooperation is more difficult for larger groups. Under certain conditions, only the soft TFT can coexist stably against the selfish strategyD, while the harder ones cannot. An interesting possibility of a complete takeover of the selfish population by successive invasions by harder and harder TFT strategies is also presented.

[Memoiren] : [1887-1933].

Childhood and education in Munich; assimilated bourgeois Jewish family; father was a lawyer and titular professor; writer Ludwig Thoma assistant of his father; vacations in Marienbad; military service; university studies in Munich with Lujo Brentano; apprenticeship as lawyer; political interest and joining of SPD; contacts with later Bavarian president Kurt Eisner; as soldier in World War I; diplomatic mission in Tirol during last days of World War I; refused to take part in Bavarian revolution of November 1918, but close contacts with Eisner government; exact account of two Bavarian soviet republics in 1919 and their protagonists (Gustav Landauer, Erich Muehsam, Eugen Levine); Bavarian politics and justice 1919-1933; description of Paul Nikolaus Cossmann and his reactionary journal "Sueddeutsche Monatshefte"; advocate of Eisner's secretary Felix Fechenbach in political trial against accusations by Cossmann; expulsion of East European Jews by Bavarian government 1923; Hitler coup attempt 1923; election campaign March 1933; Nazi takeover of power in Bavaria; dismissal as lawyer; decision to emigrate.

Memoirs : Heida Hermanns Holde /

The author's mother Alice Goldschmidt was a gifted piano player, who studied with Carl Maria Breithaupt and became his most talented student. Childhood recollections. Early musical awakening. Outbreak of World War One. Recollections of air raids and scarceness of food. Inflation and political instability in post-war Germany. Piano lessons by her mother from an early age. Heida made her debut at age fourteen with the Wiesbaden Symphony under the conductor Carl Schuricht, who became a close mentor and friend. Close relationship to her mother, who had a great influence on her professional career. Heida had a number of outstanding teachers, among them Artur Schnabel, Karl Leimer and Egon Petri. Heida was accepted as a student of Petri at the "Hochschule fuer Musik" in Berlin, where she studied between 1922-1925. Salon at her aunt's house with guests such as the playwright Georg Kaiser and Siegfried Wagner. Her sister Elsie received her Ph.D. in economics and moved to Berlin as well. Heida graduated from the "Hochschule" in 1925. Soon after she won an international piano competition in Berlin. Engagements with various conductors such as Max Fiedler and Otto Klemperer. Private lessons with Arthur Schnabel and Carl Friedberg, the co-founder of Juilliard. Due to occasional experiences of antisemitism during her music career Heida decided to change her name from Goldschmidt to Hermanns. Position at the "Hoch Conservatory" in Frankfurt. Encounter with the music critic Artur Holde, Heida's future-husband. Engagement and wedding in 1932. Move to Berlin.

Uutta, vanhaa ja lainattua : Tampereen Kaupunkilähetyksen kristillissosiaalisen työn asemoituminen hyvinvointivaltion rakentumisessa vuosina 1939−1973

The main purpose of this study was to provide a full account of the Christian social work carried out at the Tampere City Mission (TCM) as well as the Missions sphere of operations from the Second World War to the early 1970s, comprising a period of significant change. The study consists of charting the processes of change and connections within the activities of the TCM and how examining these were linked to the general tendencies of the period, in lay work, social work, professionalization and the representation of gender. The positioning of the activities is described on the basis of these tendencies. The main sources for the study were the archives of the Mission, for example the minutes of meetings, correspondences as well as annual reports, and the archives of its partners, such as the City of Tampere, the Evangelical Lutheran parishes of Tampere and the State Welfare Administration. The archives of the Helsinki, Turku and Stockholm Missions supplied comparison reference and other material. In particular, social welfare and Christian social work technical journals of were used as printed sources. The principal method used was the genetic method of historiology. The research subject was also evaluated from the point of view of third sector research in addition to that of professionalization studies and gender studies. By the beginning of the research period, the TCM had turned more and more dedicatedly into a multipurpose social service organization maintaining social services such as old people s homes and children´s homes. This development continued, even though new areas of activity emerged and older ones fell into disuse. Social innovations sprang up, marriage counseling being one of them. On the national level, the TCM pioneered the provision of sheltered industrial work for intellectually disabled persons as well as housing services for them. As new activities were initiated, they overlapped with the established ones, and the TCM handed some of its child protection functions over to the municipality, in accordance with the current adaptation theory. The use of its own property to produce ever-changing social services may be the reason why the association s work continued on with vitality. Functional networks and political aid in the field of social services also bolstered the association. As in other Nordic countries, nonprofit organizations served as partners rather than competitors, with the State establishing institutional welfare arrangements. In the 1960s the municipal takeover of social services impacted the TCM activities. Rules for government subsidies and municipal allowances were not well established; hence these funds were not easily available, making improvements difficult. The TCM was a community in which women had a relatively strong position and an opportunity to make a difference. Female staff were reasonably equal to men, and women worked as heads of a several institutions. Care work employed a number of men, which went against the traditional segregation of labour between the sexes. The TCM s operations were from early on very professionalized, and were developed with particular care. Keywords: Christian social work, third sector, professionalization, gender

Evangélicos em ação nas favelas cariocas: um estudo sócio-antropológico sobre redes de proteção, tráfico de drogas e religião no Complexo de Acari

O objetivo desta tese é discutir como os moradores de favelas no Rio de Janeiro fazem para experimentar segurança em meio ao cotidiano marcado por inseguranças, violência e vulnerabilidade social. Minha hipótese central é que os moradores destas localidades visualizam nas lealdades primordiais (GEERTZ, 2008 [1973]), nas relações de vizinhança e em redes formadas em torno do pertencimento a instituições religiosas, sobretudo as pentecostais e neopentecostais a base da segurança necessária para organizarem suas vidas, suas rotinas. Busquei responder às questões que me animavam a partir de um investimento etnográfico em duas favelas cariocas, a saber, Santa Marta, localizada no bairro de Botafogo, Zona Sul, e, principalmente, Acari, localizada entre bairros da Zona Norte da cidade. Ao longo da etnografia realizei entrevistas semi-estruturadas com moradores evangélicos, traficantes, homens, mulheres, jovens e idosos, lideranças políticas e culturais. A partir destas entrevistas, assim como das conversas informais com moradores nestas favelas, pude observar a grande dificuldade que os moradores das referidas localidades têm, face à violência, para experimentar constantemente segurança e confiança, mesmo no caso dos moradores que desfrutam de densas redes de solidariedade e proteção baseadas no parentesco e/ou na partilha de identidade religiosa pentecostal. A paranóia, o medo da fofoca e do inimigo à espreita tomam conta do cotidiano de moradores (e também de traficantes). Neste contexto, identifiquei nas suas tentativas de consolidação de vínculos sociais e afetivos, mas também em seus diversos cálculos em termos de evitação da violência suas principais estratégias para viver o dia-a-dia com certa tranqüilidade. O curso da etnografia possibilitou, ainda, refletir sobre a importância da articulação analítica de dois eixos temáticos para o estudo da favela como fenômeno urbano/social hoje: religião e violência. Esta avaliação é fruto da observação das aproximações entre traficantes que passaram, nessas localidades, a experimentar novas formas de expressão de fé. Se, nas décadas de 1980-1990, os traficantes de Acari expunham em seus corpos, em suas casas e nos muros da favela imagens e orações que remetiam ao universo religioso afro-brasileiro, na atualidade, acionam uma gramática pentecostal e pintam nos muros da favela salmos e outras passagens bíblicas. Se antes pediam proteção às mães-de-santo, agora pedem proteção às lideranças evangélicas e à comunidade de irmãos, assim como comemoram seus aniversários em cultos de ação de graça. A interface entre traficantes e evangélicos nas favelas estudadas, com destaque para Acari, vem produzindo, sustento, reequilíbrios de poder no interior do campo político e religioso local e, até, supralocal.

Structural carpentry in medieval Ireland: continuity and change

The study of medieval carpentry is probably one of the most neglected aspects of archaeological research in Ireland. The principal difficulty is the nature of the evidence, in that timber, unless the conditions are right, rarely leaves a trace above ground. The problem is further exacerbated by the fact that not a single medieval timber-framed building has survived in Ireland. Nevertheless, in recent years, in addition to the medieval roof of Dunsoghley, which up to quite recently was thought to be the only surviving roof structure in Ireland, a further eight medieval roof structures have been identified. Furthermore, an extensive corpus of early medieval mills, with evidence for advanced Roman carpentry techniques, has been excavated, while evidence for Viking houses, on what is probably the largest extant Viking settlement in Europe, have also been recovered. Although post and wattle structures dominate the archaeological record of the Viking period, nevertheless, it will be shown that the Roman tradition of carpentry, evidenced in the early medieval mills from the early seventh century, continued in use in the wider Gaelic community. And it is one of the pivotal points of this study, that with the takeover of Dublin by the Gaelic Irish in the late tenth century, this Roman carpentry tradition was gradually assimilated into the carpentry tradition of the Viking towns, which were now largely inhabited by a mixed population of Hiberno-Norse. Evidence for this Gaelic influence can be seen not only in the gradual replacement of the Viking post and wattle house by timber houses with load-bearing walls, but more importantly by the evidence for waterfront structures founded on baseplates with mortise and tenoned uprights on the pre-Norman waterfront in Cork. Furthermore, it will be shown, that the carpentry techniques used to build the Wood Quay revetments, shortly after the Anglo-Norman conquest in AD 1170, supports this contention.

Private equity, productivity and earnings

A detailed study in the USA shows that workers experience a relative fall in earnings after a takeover by private equity. Also, companies bought by private equity are at great risk of defaulting on their debts in the next 2 years.

Relational dimensions of corporate governance in translation: networked governance in China and India

The effectiveness of corporate governance mechanisms has been a subject of academic research for many decades. Although the large majority of corporate governance studies prior to mid 1990s were based on data from developed market economies such as the U.S., U.K. and Japan, in recent years researchers have begun examining corporate governance in transition economies. A comparison of China and India offers a unique environment for analyzing the effectiveness of corporate governance. First, both countries state-owned enterprise (SOE) reform strategies hinges on the Modern Enterprise System characterized by the separation of ownership and control. Ownership of an SOE’s assets is distributed among the government, institutional investors, managers, employees, and private investors. Effective control rights are assigned to management, which generally has a very small, or even nonexistent ownership stake. This distinctive shareholding structure creates conflict of interest not only between management (insiders) and outside investors but also between large shareholders and minority investors. Moreover, because both governments desire to retain some control—in part through partial retained ownership of commercialized SOEs, further conflicts arise between politicians and firms. Second, directors in publicly listed firms in both countries are predominantly drawn from institutions with significant non-market objectives: the government and other state enterprises, particularly in China, and extended families, particularly in India. As a result, the effectiveness of internal governance mechanisms, such as the number of independent directors on the board and the number of independent supervisors on the supervisory committee, are likely to be quiet limited, although this has yet to be fully evaluated. Third, because of the political nature of the privatization process itself, typical external governance mechanisms, such as debt (in conjunction with appropriate bankruptcy procedures), takeover threats, legal protection of investors, product market competition, etc., have not been effective. Bank loans have traditionally been viewed as grants from the state designed to bail out failing firms. State-owned banks retain monopoly or quasi-monopoly positions in the banking sector and profit is not their overriding objective. If political favor is deemed appropriate, subsidized loans, rescheduling of overdue debt or even outright transfer of funds can be arranged with SOEs (soft budget constraints). In addition, a market for private, non-bank debt is limited in India and has yet to be established China. There is no active merger or takeover activity in Chinese stock markets to discipline management. Information available in the capital markets is insufficient to keep at arm’s length of the corporate decisions. In light of the above peculiarities, China and India share many of the typical institutional characteristics as a transition economy, including poor legal protection of creditors and investors, the absence of an effective takeover market, an underdeveloped capital market, a relative inefficient banking system and significant interference of politicians in firm management. Su (2005) finds that the extent of political interference, managerial entrenchment and institutional control can help explain corporate dividend policies and post-IPO financing choices in this situation. Allen et al. (2005) demonstrate that standard corporate governance mechanisms are weak and ineffective for publicly listed firms while alternative governance mechanisms based on reputation and relationship have been remarkably effective in the private sector. Because the peculiarities are significant in this context, the differences in the political-economies of the two countries are likely to be evident in such relational terms. In this paper we explore the peculiarities of corporate governance in this transitional environment through a systematic examination of certain aspects of these reputational and relationship dimensions. Utilising the methods of social network analysis we identify the inter-organisational relationships at board level formed by equity holdings and by shared directors. Using data drawn from the Orbis database we map these relations among the 3700 largest firms in India and China respectively and identify the roles played in these relational networks by the particularly characteristic institutions in each case. We find greatly different social network structures in each case with some support in these relational dimensions for their distinctive features of governance. Further, the social network metrics allow us to considerably refine proxies for political interference, managerial entrenchment and institutional control used in earlier econometric analysis.

Private equity and employment - the Davos/WEF/Harvard study

The World Economic Forum at Davos has published a major study showing that workplaces of firms taken over by private equity have 10% less employees 5 years after the takeover, than other similar workplaces. The rate of plant closures, opening, acquisitions and disposals is twice as high as in other firms, and the net effect is still a job loss of 3.6%-4.5% after only 2 years, compared with other firms. Firms taken over by private equity are also more likely to go bankrupt than publicly quoted firms.

Estratégias defensivas em contexto nacional e comportamentos acionistas das empresas em situação de OPA

A compreensão do conceito de OPA é essencial de forma a entender o funcionamento das combinações empresariais. Esta dissertação tem dois objetivos. O primeiro objetivo tem a finalidade de perceber quais as estratégias defensivas mais eficazes em contexto de OPA. Foi através de um inquérito realizado a 192 empresas envolvidas em situação de OPA entre os anos 1991 e 2014. Através dos resultados das 14 respostas destaca-se que a Recompra de Ações é a estratégia defensiva mais utilizada, tanto em situações de defesas pré-proposta e pós-proposta. A defesa consegue evitar o sucesso, da proposta efetuada pela empresa adquirente, em mais de metade das situações em que é utilizada, tendo sido classificada como muito eficaz. 5 das operações foram de cariz hostil e 7 delas eram expectáveis pela Gestão. Em nenhuma das operações se verificou contraoperação e as áreas mais prejudicadas, pela iniciativa de OPA, foram as respeitantes ao tempo, Time-consuming, e estratégicas. O segundo objetivo tenta perceber o comportamento dos retornos médios anormais das empresas envolvidas numa OPA em face do respetivo anúncio preliminar. Seguiram-se as metodologias de Ball & Brown (1968) e Beaver (1968). Identificaram-se 100 operações compreendidas entre os anos 2000 e 2014. Através do resultado das 12 operações analisadas confirma-se que as empresas-alvo apresentam um retorno médio anormal superior ao das empresas adquirentes e que têm a tendência de acumular retornos médios anormais positivos, pelo contrário as empresas adquirentes têm a tendência de acumular retornos médios anormais negativos. Globalmente, as empresas reagem fortemente ao anúncio preliminar e apresentam uma tendência de ganho nos períodos circundantes e não-circundantes.

Espírito Santo Saúde: The bidding war

This case study describes the current situation of Espírito Santo Saúde, which involved an eventful takeover process. The company initially went public on February 2014 and later that year, due to the financial situation of its holdings it had to be sold. The bidding war began in August 2014, after Ángeles announced the first offer. Other participants who also pitched bids include José de Mello Saúde, UnitedHealth and Fosun. Furthermore, the potential projects Espírito Santo Saúde was considering implementing prior to the sale and the current situation of the healthcare industry in Portugal, will also be analysed.

A decision- theoretic model for M&A sale processes

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

O direito de exoneração do acionista minoritário

This study specifically addresses the situation of minority shareholders after the transfer of control in an listed company. The various underlying interests and reasons that shareholders have for investing in a company can demonstrate shareholders’ reasoning for taking radically different positions on issues relating to the transfer of control of the referred company. This study analyses the current legal system in Portugal and in the European Union in order to assess whether, in the event of a takeover bid of a listed company where there is a transfer of control, minority shareholders have the same appraisal rights as other shareholders to sell their shares and leave the company. The study then examines the European Court of Justice decision on whether a general principle of equal treatment of minority shareholders exists upon a transfer of control (Audiolux) and the Portuguese Securities Market Commission decision regarding the delisting of Brisa - Autoestradas de Portugal, S.A. based on the principle of investor protection. The study concludes that although the principle of equality amongst shareholders has made progress in the European legal system e.g. it is laid down in Directive 2004/25/EC of 21 April 2004 on takeover bids and the Portuguese Securities Market Code, there is also a need for further improvement, which can be accomplished by allowing minority shareholders to exercise an appraisal right in similar unregulated situations.