Opa e fusão

Control of a public company can be obtained through several ways, of which the tender offer and the merger are only two. We attempt to understand what are the risks involved in the appearance of a control position. Such underlying risks justify the rationality of the mandatory bid rule, as well as the consequences of said rule. Finally, we attempt to understand if the interests of the minority shareholders are duly defended in the case of control being acquired through merger, since that is the understanding of the legislator.

A utilização da incorporação de ações como meio para promover o fechamento de capital sem a realização de OPA

Este trabalho tem como objetivo analisar a operação de incorporação de ações, prevista no artigo 252 da Lei nº 6.404/76 (Lei das Sociedades por Ações) e sua utilização como meio para promover o fechamento de capital. A incorporação de ações é operação societária mediante a qual a totalidade de ações de determinada companhia é incorporada ao patrimônio de outra companhia, obrigatoriamente constituída de acordo com as leis brasileiras. Eventualmente, a operação de incorporação de ações pode levar ao fechamento de capital da companhia “alvo”. Diante desta possível consequência, controladores e minoritários têm discutido acerca da legitimidade do fechamento de capital mediante a incorporação de ações, e da necessidade de realização de oferta pública para aquisição de ações como condição à operação. São analisadas as diferentes posições doutrinárias e principais precedentes julgados pela Comissão de Valores Mobiliários sobre essa questão, a fim de concluir acerca da legitimidade da operação e da necessidade ou não de realização de oferta pública para aquisição de ações como condição para promover o fechamento de capital.

Determinants of ownership concentration in the Chilean stock market

Includes bibliography.

Different legislations regarding OPA's

An analysis was made of then effectof the Tender Offer Law in Chile, andof the related situation of five countrieswith a more developed marketthan the Chilean one, reaching theconclusion that in order to successfullyimplement a Tender Offer Lawit is necessary to bear in mind thatthe problem is not solved by establishingstandards that regulate transactions,but by creating instancesthat contribute to a more dynamicand efficient market. In addition,there should exist a balance betweenprotection of the minority stockholderand competition for corporate control.Finally, we can conclude that thereis evidence that the Tender Offer Lawhas depressed the Stock Exchange.

Supporting pre-tender construction planning with virtual prototyping

Purpose – Virtual prototyping technologies linked to building information models are commonplace within the aeronautical and automotive industries. Their use within the construction industry is now emerging. The purpose of this paper is to show how these technologies have been adopted on the pre-tender planning for a typical construction project. Design/methodology/approach – The research methodology taken was an “action research” approach where the researchers and developers were actively involved in the production of the virtual prototypes on behalf of the contractor thereby gaining consistent access to the decisions of the planning staff. The experiences from the case study were considered together with similar research on other construction projects. Findings – The findings from the case studies identify the role of virtual prototyping in components modelling, site modelling, construction equipment modelling, temporary works modelling, construction method visualization and method verification processes. Originality/value – The paper presents a state-of-the-art review and discusses the implications for the tendering process as these technologies are adopted. The adoption of the technologies will lead to new protocols and changes in the procurement of buildings and infrastructure.

Commentary : Biomaterials offer cancer research the third dimension

In a mini review from 2002, Tyler Jacks and Robert Weinberg commented on the pioneering three-dimensional (3D) culture work from Bissell laboratories and concluded: “Suddenly the study of cancer cells in two dimensions seems quaint if not archaic.” The relevance of this statement for planning and executing mechanistic biological studies and advanced drug testing has been largely disregarded by both academic researchers and the pharmaceutical and biomedical industry in the twenty-first century.

Enhancing pathways for ACE learners : Building the capacity of Adult and Community Education (ACE) providers to offer non-accredited courses and VET modules with pathways into VET programs.

This report presents findings from a project that considered a) the current capacity of Adult and Community Education (ACE) providers to offer non-accredited courses and single modules of accredited learning that provide pathways into full scale accredited VET programs, and b) the factors that aid and inhibit this from occurring. Based on the findings, suggestions are made as to what needs to be done to extend this capacity and thereby to achieve the goals outlined in the 2008 Ministerial Declaration on Adult Community Education.

Strategic alliances in building construction : a tender evaluation tool for the public sector

Building construction is a highly competitive and risky business. This competitiveness is compounded where conflicting objectives amongst contracting and subcontracting firms set the stage for an adversarial and potentially destructive business relationship. Clients, especially those from the public sector, need broader tender evaluation criteria to complement the traditional focus on bid price. There is also a need for change in the construction industry—not only to a more cooperative approach between the constructing parties—but also from a confrontationist attitude to a more harmonious relationship between all stakeholders in providing constructed facilities. A strategic alliance is a cooperative relationship between two or more organisations that forms part of their overall strategies, and contributes to achieving their major goals and objectives. Strategic alliances in building construction may provide a useful tool to assist public sector construction managers evaluate tenders and concurrently encourage more cooperative relationships amongst construction stakeholders. This paper begins with an overview of the Australian building construction industry, then reviews the existing strategic alliance literature and describes an analysis framework comprising six attributes of strategic alliances for application to construction organisations—trust, commitment, interdependence, cooperation, communication, and joint problem solving. These attributes are currently being used to collect data from 70 building construction firms in Queensland to assess their respective levels of strategic alliance. Given the trend towards broader indicators of construction firm performance, these attributes are proposed as a tool for use in the tender evaluation process for public works.