Mergers and acquisitions are transactions in which the ownership of companies, other business organizations, or their operating units are transferred or consolidated with other entities. As an aspect of strategic management, M&A can allow enterprises to grow or downsize, change the nature of their business or competitive position. From a legal point of view, a merger is a legal consolidation of two entities into one, whereas an acquisition occurs when one entity takes ownership of another entity's stock, equity interests or assets. From a commercial and economic point of view, both types of transactions result in the consolidation of assets and liabilities under one entity, the distinction between a "merger" and an "acquisition" is less clear. A transaction structured as an acquisition may have the effect of placing one party's business under the indirect ownership of the other party's shareholders, while a transaction structured as a merger may give each party's shareholders partial ownership and control of the combined enterprise.
A deal 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 it may be regarded as an "acquisition". An acquisition/takeover is the purchase of one business or company by another company or other business entity. Specific acquisition targets can be identified through myriad avenues including market research, trade expos, sent up from internal business units, or supply chain analysis; such purchase may be of 100%, or nearly 100%, of the assets or ownership equity of the acquired entity. Consolidation/amalgamation occurs when two companies combine to form a new enterprise altogether, neither of the previous companies remains independently. Acquisitions are divided into "private" and "public" acquisitions, depending on whether the acquiree or merging company is or is not listed on a public stock market; some public companies rely on acquisitions as an important value creation strategy.
An additional dimension or categorization consists of whether an acquisition is hostile. Achieving acquisition success has proven to be difficult, while various studies have shown that 50% of acquisitions were unsuccessful. "Serial acquirers" appear to be more successful with M&A than companies who make an acquisition only occasionally. The new forms of buy out created since the crisis are based on serial type acquisitions known as an ECO Buyout, a co-community ownership buy out and the new generation buy outs of the MIBO and MEIBO. Whether a purchase is perceived as being a "friendly" one or "hostile" depends on how the proposed acquisition is communicated to and perceived by the target company's board of directors and shareholders, it is normal for M&A deal communications to take place in a so-called "confidentiality bubble" wherein the flow of information is restricted pursuant to confidentiality agreements. In the case of a friendly transaction, the companies cooperate in negotiations. Hostile acquisitions can, do become "friendly", as the acquiror secures endorsement of the transaction from the board of the acquiree company.
This requires an improvement in the terms of the offer and/or through negotiation. "Acquisition" refers to a purchase of a smaller firm by a larger one. Sometimes, however, a smaller firm will acquire management control of a larger and/or longer-established company and retain the name of the latter for the post-acquisition combined entity; this is known as a reverse takeover. Another type of acquisition is the reverse merger, a form of transaction that enables a private company to be publicly listed in a short time frame. A reverse merger occurs when a held company buys a publicly listed shell company one with no business and limited assets; the combined evidence suggests that the shareholders of acquired firms realize significant positive "abnormal returns" while shareholders of the acquiring company are most to experience a negative wealth effect. The overall net effect of M&A transactions appears to be positive: all studies report positive returns for the investors in the combined buyer and target firms.
This implies that M&A creates economic value by transferring assets to management teams that operate them more efficiently. There are a variety of structures used in securing control over the assets of a company, which have different tax and regulatory implications: The buyer buys the shares, 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 structures the transaction as an asset purchase to "cherry-pick" the assets that it
Prince Munetaka was the sixth shōgun of the Kamakura shogunate of Japan who reigned from 1252 to 1266. He was the first son of the Emperor Go-Saga and replaced the deposed Fujiwara no Yoritsugu as shōgun at the age of ten, he was a puppet ruler controlled by the Hōjō clan regents. 10 May 1252: Hōjō Tokiyori and Hōjō Shigetoki sent a representative to Kyoto to accompany Munetaka to Kamakura where he would be installed as shogun. 22 August 1266: Munetaka was deposed, his son Koreyasu was installed as the 7th shōgun at the age of two. The deposed shōgun became a Buddhist monk in 1272, his priestly name was Gyōshō. He was a writer of Waka poetry. Father: Emperor Go-Saga Mother: Taira no Muneko Wife: Konoe Saiko Concubine: Horikawa no Tsubone Children: Prince Koreyasu by Saiko Mizuko-jōō become Emperor Go-Uda's consort by Horikawa a daughter become Emperor Go-Uda's consort by Saiko Prince Sukeyasu by Horikawa The years in which Munetaka was shogun are more identified by more than one era name or nengō.
Kenchō Kōgen Shōka Shōgen Bun'ō Kōchō Bun'ei Nussbaum, Louis-Frédéric and Käthe Roth.. Japan encyclopedia. Cambridge: Harvard University Press. ISBN 978-0-674-01753-5. Nihon Ōdai Ichiran. Paris: Royal Asiatic Society, Oriental Translation Fund of Great Britain and Ireland. OCLC 5850691
Michele Saee is a Los Angeles based architect and educator. In 1981, he received his Master of Art in Architecture degree from the University of Florence Italy. In 1982, Saee's go his post graduate degree in Technical Urban Planning at the Polytechnic of Milan. In 1985, Saee started his own architectural design office in Los Angeles. Michele Saee believes that architecture is a part of everyday life, that the work of architecture reflects our needs, our desires and our ability to improve the quality of our relationships with creativity and adventure. Saee believes that the practice and education of architecture are inseparable. In 1990, Saee began teaching at the Southern California Institute of Architecture and other schools in the US and abroad. Saee lectures on architecture in many countries around the world. Saee's exhibitions includes: “The Venice Architectural Biennial 2002, Italy”, “Busan Biennial, Korea 2002”, “Venice Architectural Biennial 2004”, “The First Architectural Biennial Beijing China 2004” Saee started his professional career working with the avant-guard architectural office of superstudio in Florence and joined Morphosis when he moved to Los Angeles in 1983.
Saee started his design studio in 1985, since he has designed more than 100 projects and more than half of them are built. University of southern California, USC, Los Angeles, Visiting Professor, 2012 Southern California Institute of Architecture, Los Angeles, California, 1990–2007, Visiting Professor Spring 2009, 2010 Public Access Press Committee, 1994 WASC Accreditation Advisory Board, 1995 Tecnologico De Monterrey, CADi Cuorso de Actualizacion en las Disciplinas, Guadalajara Mexico, June 2010 UCLA, University of California Los Angeles, School of Architecture, Visiting Professor, 2001 Cal Poly Pomona College of Environmental Design, Visiting Professor, 1998–99 RWTH Aachen, Lehr-und Forschungsgebiet Architekturtheorie, Visiting professor, January 1999 UCLA Extension, Santa Monica, California,1995–1998 Otis Art Institute of Parsons School of Design, Los Angeles, California,1986–1990 Completed Bay Cities Appliances Showroom Beverly Hills, California, USA, 2011 Hodjatie Residence, Pacific Palisades, California, USA, 2010 Sky exhibition Pavilion, China, 2007 The Museum of Antiquity, 2006 Template house, China, 2005 Publicis Drugstore, France, 2004 Café Nescafe, France, 2004 Linnie House, California, USA, 2004 Cellular fantasy, Santa Monica, California, USA, 2003 Beverly Hills Cosmetic Dental Clinic, Beverly Hills, California, 1992 Pave Jewelry Store, California, 1991 Sun House, California, 1990 Ecru Clothing Store, Marina del Rey, California, 1989 Angeli Mare, Marina del Rey, California, 1989 Jones-Chapman Residence, California, Ecru Clothing Store, Phase II/Melrose, Los Angeles, California, 1988 Design Express Furniture Store, Los Angeles, California, 1987 Ecru Clothing Store, Los Angeles, California, 1987 Trattoria Angeli, Los Angeles, California, 1986 434 Apartment Complex, Los Angeles, California, 1986 Tahiti Marina Apartments & Dock, Marina Del Rey, California, USA Glenroy Residence, Los Angeles, California, USA Qingdao Bridge, China Underwater World Xiamen, ChinaIn Progress Sun Rise Apartments, Los Angeles, California, USA Sherman Way Apartments, Los Angeles, California, USA Lincoln mixed-used Commercial/Residential Unit Addition, Santa Monica, California, USA Robertson Commercial & Office, Los Angeles, California, USA Altshuler Residence, pacific palisades, California, USA Maple Apartments Rehabilitation, Beverly Hills, California, USA City of Beverly Hills Architectural Design Award, 2011 Interarch, 2009 Interior Design China, Hall of Fame Award, 2007 LA 12 Award, 2000, Interarch 2009, Special Prize of the Mayor of Strasbourg Silver medal Interior Design China, 2007, Hall of Fame Award.
LA 12 Award, 2000. American Institute of Architects Design Award, 1997. American Institute of Architects, 1997, "next LA" Design Award. " Emerging Voices", 1997, selection by “The Architectural League of New York” "40 under 40", 1995, "Young Architects Forum Design Award," 1987, The Architectural League of New York http://arch.usc.edu/faculty/saee https://web.archive.org/web/20130118071517/http://www.sciarc.edu/portal/people/faculty/index.html http://www.floornature.com/architects/biography/michele-saee-5637/ https://www.nytimes.com/2004/03/14/travel/art-style-cross-borders-paris-new-treasures-versailles-le-drugstore-updated.html http://theater.nytimes.com/2007/01/13/theater/13glob.html?fta=y https://www.nytimes.com/2004/03/06/news/06iht-rshop_ed3_.html http://www.grahamfoundation.org/grantees/4880-a-new-sculpturalism-contemporary-architecture-in-southern-california http://beverlyhills.patch.com/articles/beverly-hills-architecture-awards www.saeestudio.com Official Website http://www.architizer.com/en_us/firms/projects/saee-studio/24071/#.