Essay --

Clarence Mai Mrs. Chaid ERWC 12 February, 2014 Peace Through Strength No matter how oxymoronic it seems, I strongly agree with the phrase â€Å"The only way to prepare for peace is to be prepared for war.†I feel that this relates back to the adage that â€Å"the best defense is a good offense†. For me, I view the Cold War as proof that the weapons of war can also be used as instruments of peace. To start off, one of the key ideas behind the tense, yet somewhat stable peace between the Soviet Union and United States during the second half of the 20th century was the concept of Mutually Assured Destruction, or MAD. As both of the world’s superpowers attempted to outstrip each other in a nuclear arms race, it grew increasingly apparent that should one nation attempt to strike the other or its allies with nuclear weapons, the consequences from the secondary strike would cause an unacceptable loss of life and likely the extinction of the human race. Consider the Cuban Missile Crisis, for instance. There were multiple times where all out nuclear war between the East and the West ca...

jazz Essay -- essays research papers

Jazz is the kind of music that makes me want to do one of two things. Depending on the mood of the jazz, sometimes I feel like relaxing and just listening to the music and letting it run through me. Other times I feel like getting up and dancing as if I have not a care in the world. The jazz concert I attended on at SLO Brewing Company on October 6, 2001 inspired me to do both of these due to the variety used by the musicians in dynamic, rhythm, tempo, and many other aspects of music.   Ã‚  Ã‚  Ã‚  Ã‚  The group consisted of three individuals called the Anthony Wilson Trio. The instruments included an electric guitar, a percussion set, and an organ. The three sounds were creatively combined to make for a wonderful concert.   Ã‚  Ã‚  Ã‚  Ã‚  The first aspect of the music I recognized was the volume, or the dynamics. It ranged from forte during the climactic moments to mezzo piano during the calmer parts, but mostly remained in this range throughout the concert. There were also several instances of crescendo and decrescendo, which served to build up tension or slow the piece down, respectively.   Ã‚  Ã‚  Ã‚  Ã‚  The next element I discovered was the pitch of the music. Relatively speaking, I would estimate that the majority of the pieces were on the high side of the pitch, and therefore frequency, scale. The range of pitches was moderate, but as stated previously, mostly higher notes were used.   Ã‚  Ã‚  Ã‚  Ã‚  The rhythm and...

Lufthansa Austrian Airlines Takeover Essay

Taking a brief look on the economic development in Europe up to the year 2008 reveals high GDP growth rates and reminds us about the times of prosperity that we almost all so nostalgically recall. But Austrian Airlines have never seen any boom in revenues, profits and the number of transported passengers. This alone is a reason for big concern as airlines have never been a counter-cyclical business. If the company is unable to sustain itself in the times of prosperity what loss will they carry in the books in the times of economic downswing? Finding a powerful strategic partner seems like inevitable for the Austrian company. In 2008 Austrian Airlines was the 11th biggest airlines in Europe with 10,7 million passengers and 2,5â‚ ¬ billion in revenues. On the other side Lufthansa has 7 times more passengers and makes 10 times more money in revenues. Putting these two categories into relation shows how company? s size creates numerous benefits, particularly financial ones. In 2008 Austrian Airlines had revenue of 233â‚ ¬ per passenger while Lufthansa attained 357â‚ ¬ per passenger. Now it is obvious how size matters and that synergies create great cost-cutting potential and increase profitability. If Lufthansa manages to bring Austrian Airlines to its own level of profitability they would have EBIT of 140â‚ ¬ million if the expenses and passenger number stay on 2008 levels. Not to mention the strategic benefits of this acquisition, and probable Lufthansa? s ability to make use of synergy effects i. e. to cut costs and sell even more flight tickets thanks to wide-spread sales offices all over the world. Acquiring Austrian Airlines proves as lucrative for a Lufthansa if they transform the company and as a good deal for current shareholders who can count on even more losses if Austrian Airlines decide to pursue stand-alone strategy which means that they will eventually lose all the capital they put up . This simple analysis show why did consolidation wave in airlines industry pick up on speed. It really seems that main task for carriers is to get big as fast as they can or to face with a demise of their business. Immediate recapitalization of Austrian Airlines in the amount of 500â‚ ¬ million just supports above statement as even the biggest European airline would be unable to cover such a huge accumulated loss if it weren? t for the help of the Austrian government and the European Union. Lufthansa plans to take advantage of the Austrian Airlines? geographic location and their know-how and expertise in CEE and Middle East. After the fall of communism in Europe Austria has played a crucial role as a gateway to Eastern and Southeastern Europe. Austrian Airlines took its business one step further and established new core market in the Middle East. For an international company like Lufthansa Austrian Airlines represents a cornerstone in the expansion towards Middle Eastern and Asian markets. Austrian Airlines is a first mover in CEE and Middle East and a market leader with 61 destinations in the region whose expertise in the Eastern markets will be of a great use ones Lufthansa decides to go East more aggressively as Austrian Airlines will share their core competence with the group. Cutting overlapping flights and optimization of its joint offer and sales activities will improve Austrian Airlines business activity right away. Further developing of Austrian? s successful hub system at Vienna airport will also bring positive effects in the long run. Since Lufthansa and Austrian Airlines are old partners within the framework of the Star Alliance and they know each other very well integration in the Lufthansa Group should play out without major obstacles. Companies cooperated within the context of a bilateral joint venture for Austrian-German flight traffic as well as in the important foreign markets of Switzerland and Brussels. Even their technical services have been cooperating closely and that is also one of the reasons why Austrian executives have trust in Lufthansa and why did they choose exactly Lufthansa among 12 initial bidders. Companies expect to be able to exploit extensive synergies and assess these to amount to 40â‚ ¬ million in cost savings and additional revenues. Apart from all this, Lufthansa has assured Austrian Airlines that they will be granted extensive autonomy within the group and that they will preserve their Austrian identity which stands for quality and Austrian hospitality. Vienna will remain the hub of all flight operations, so that Austria will continue to feature very good international flight connections. Its central position in the heart of Europe made it easier for Lufthansa to grant them autonomy. No major downsizing of the fleet is planned which would be unthinkable if they wanted to pursue stand-alone strategy. On an organizational level, Austrian Airlines will operate as a profit center within the Lufthansa Group what represents a great incentive to get out of the red once and for all. As a part of Lufthansa Group Austrian Airlines will easier protect its position on the market if the recession hits the economy in 2009 because smaller carriers which are not supported by a strong corporate parent will struggle with insufficient resources and declining passenger numbers. As it will soon become apparent, Austrian Airlines shareholders, especially Republic of Austria, will sign a great deal if transaction proceeds. Keeping independence among the group, operating under its distinguishing identity while improving quality and profitability of its services sounds almost incredible for the company which could declare bankruptcy if it weren? t for its strategic partner. Considering current situation both sides could profit from the transaction. Moreover, the integration in the Lufthansa Group will provide Austrian Airlines with access to new passenger flows and enable them to more effectively build up international brand awareness and be Austrian ambassador all over the world which will strengthen their business model. Lufthansa? s worldwide presence, their size, lobbying power and relationship with gasoline sellers will be of great help to Austrian Airlines. In the light of the bleak economic prospect for 2009 Austrian Airlines can focus on their core business knowing that Lufthansa watches their back. This strategy could work well as Austrian Airlines received numerous awards in 2008 including the so-called â€Å"Oscars† of the industry and a first place ranking as the best airline in Europe according to a survey carried out by â€Å"Capital† magazine. Austrian Airlines have a reliability rate of over 99. % and is among top five most punctual carriers in Europe and could improve Lufthansa? s business model too by sharing their expertise. A fully restructured Austrian Airlines will be forced to become a thriving member of the Lufthansa Group once the company is aware that the Republic of Austria will not back them up if anything goes down the drain. Concerning a history of mutual cooperation between Lufthansa and Austrian Airlines executives in charge need to be particularly careful to avoid accusations of conflicting self-interest as these may arise due to close ties between two companies. Since there were 11 other bidders at the start and Lufthansa was chosen in the end both parties need to be adequately informed about all facts relevant to this transaction so that they can clearly explain why is this transaction undisputedly the best possible solution for both sides. Considering that Lufthansa is taking over a company which made huge losses in the past years and whose balance sheet reveals equity ratio of just 11% (which is appalling even for a bank) strategic rationale needs to be explained clearly and concisely together with all future advantages because otherwise someone could think acquisition is completely irrational. Even after the restructuring aid Austrian Airlines will remain highly indebted and Lufthansa? s executives have to justify their reasoning by outlining benefits. Transaction Overview After signing initial agreements (CA;LOI) which provide a foundation for any further steps, Framework Agreement is often cited in the underlying Voluntary Public Offer. Basic arrangements between parties should be outlined in the letter of intent and then once more stipulated in the Framework Agreement. The underlying Voluntary Public Takeover offer stipulates conditions precedent which are to be fulfilled before closing. From that reason they all represent potential deal-breakers since there is a possibility that some of them will not be fulfilled. According to Framework Agreement an extraordinary shareholders meeting will be called just before the closing of the Share Purchase Agreement so that recapitalization can be authorized, new supervisory board appointed and articles of association amended. In order to mitigate any negative impact of information leakage on the transaction Lufthansa and Austrian Airlines had signed a confidentiality agreement. Both parties are obliged to use confidential information just for the purposes of the ongoing transaction and will not disclose any information to the third parties in order not to bring any company in an unfavorable position. Letter of intent is a second important document signed which outlines Lufthansa? intentions and give an overview of the basic transaction, purchase price, determines break-up fee and division of costs incurred as well as court under which jurisdiction any disputes will be solved. For Lufthansa it is of extreme importance to include an exclusive dealing clause so that Austrian Airlines obliges to negotiate just with Lufthansa and no one else at the time. Since Lufthansa plans to take over a company in an extremely bad shape it would be inappropriate of Austrian Airlines not to bring in all their energy and foc us to close the deal. Letter of intention needs to include details about a stake purchase and subsequent mandatory public offer. The details of the purchase price (maximum 4,49â‚ ¬ per share) should also be included i. e. the price paid for the 41,56 % of shares held by Osterreichische Industrieholding AG which includes the details on the earn-out option (under which conditions will Lufthansa pay an amount of up to 162â‚ ¬ million depending on Austrian Airlines? future economic performance and on the outperformance of the Lufthansa? s share price). It should also stipulate the conditions of the offer given to a minor shareholders so that Lufthansa holds at least 75% of the permanent voting shares (without consideration of the treasury shares) in Austrian Airlines after the end of the initial acceptance period. Lufhansa? s intention to fully take over Austrian Airlines should be clearly pointed out particularly their wish to acquire 90% of all shares so that they can launch a squeeze-out. The important conditions precedent should be included in the Letter of Intent. Approval by the competent antitrust authorities in the European Union and other countries should be right away designated as â€Å"conditio sine qua non†. Approval of the restructuring aid is also deemed as extremely important and it should be stipulated in the Letter of Intent as 500â‚ ¬ million granted by the state of Austria and the European Union are absolutely necessary to compensate for the negative shareholder value of Austrian Airlines and make Lufthansa willing to take them over. Recapitalization will also further dilute the free float shareholders making it easier for Lufthansa to launch a squeeze-out procedure. Letter of intent should also arrange who bears the break-up cost in the case of a regulatory disapproval. This is seen as one of the major risk since Lufthansa and Austrian Airlines partly operate the same lines and consolidation would lead to a further concentration of power. Considering negative financial results of the Austrian Airlines letter of intent should already include frame of the future executive structure while definitive agreement should include exact top-management structure in the Austrian Airlines which will facilitate integration in the Lufthansa group and turn around the profitability. Since Shareholders Agreement of Austrian Airlines syndicate had already dealt with issue it might be a bit cumbersome renegotiating it. Letter of intent should also state that Lufthansa has no intention whatsoever to dismantle Austrian Airlines i. e. that brand, headquarters and route network favoring Austrian national interests will be kept. Lufthansa should try to avoid the matter of employment until the very end (final agreement) so that they are not bound by pre-signed clauses once they negotiate the final contract because restructuring of the Austrian Airlines is necessary by all means. Considering that Lufthansa is the biggest European airline company it the approval of antitrust authorities will not come smoothly. Second condition precedent, approval of 500â‚ ¬ million is not deemed as problematic as this pay-out coincides with Austrian national interests to preserve a national carrier which serves its interest. (Besides it wouldn? t make almost any sense for the European Union to grant the acquisition but rejects the aid. ) Acquiring Austrian Airlines will only increase Lufthansa? s size and market power. Holding such a dominant position could incite abusing it e. g. by charging unfair prices or refusing to innovate. This horizontal agreement will put competition in an unfavorable position but on the other hand Lufthansa can argue that consolidation in the European airline industry is inevitable. However, only consolidation will ensure survival of the European airlines in the long run, fragmented market structure leaves them susceptible to either bankruptcy or takeover by Asian od American airlines who are fortunately by law not allowed to be major shareholders. Since regulation is the real obstacle to consolidation alliances in Europe prevail. Unfavorable circumstance is also the fact that at the time of this pending transaction Lufthansa bought a big chunk of Brussels Air. The regulators will certainly not like that. Like in any deal representations and warranties play an important role as they typically make up the largest part of the share purchase agreement. They have an informational, protective and supportive role in the transaction . Austrian Airline? epresentations and warranties, coupled with the Lufthansa’s due diligence, enable Lufthansa to learn as much as possible about the business prior to signing the definitive acquisition agreement. Second, they are protective. This is crucial for Lufthansa who acquires highly indebted company which value without restructuring aid is negative. The seller’s representations and warranties provide mechanism for the Lufthansa to step back or possibly to renegotiate the terms of ac quisition. The second major feature of merger the agreement is the inclusion of various pre-closing covenants, or promises to do something or not do something during the period between the signing of the acquisition agreement and the closing. Generally, covenants should be absolute and Lufthansa? s goal is that none material changes take place until the closing and that business condition does not aggravate in any respect because if such events took place it would mean that they overpaid. The reasoning behind the indemnification is the same. One should emphasize the importance of reps and warranties relating to financial statements (compliance with accounting standards) , taxes and employees (manager contracts, severance terms and compensations) and no pending litigations which breech would surely threaten the envisaged transaction. The role of all above named provisions is risk minimization and these provision should also act as an incentive for a fair dealing.

Knapp 3.5 Goodner Brothers

KNAPP CASE 3. 5 : GOODNER BROTHERS, INC. 1. Internal control objectives Goodner’s Huntington sales office should have implemented: a. Separation of duties: Sales reps like Woody were given unrestricted access to the accounting system where they could directly enter transactions. Sales reps also had direct access to inventory storage areas, and often delivered customer orders. b. Physical controls: Pad locks served as the security of Goodner’s inventory. There should have been stronger security since the value ranged from $300,000 – $700,000. c.Monitoring: Management should have monitored inventory more often than once a year. Also, â€Å"throwaways† were not adjusted to accounting records until the year-end inventory was taken. 2. Huntington unit’s operations displayed internal control weaknesses. One main weakness was giving sales representatives so much access. Sales reps did not keep proper documentation of sales orders and had direct access to t he accounting system. This gave the internal auditors no way to verify sales amounts. Sales representatives also had direct access to inventory storage units. . The Huntington unit should require all sales reps to fill out proper sales order or credit forms. Sales reps should not have direct access to the accounting system; access should only be given to the bookkeeper. Sales reps should also not be allowed to make personal deliveries for customers. 4. Felix Garcia was partially responsible for Goodner’s inventory loss because he did not properly monitor inventory levels. Al Hunt was also partially responsible for the inventory loss because he dismissed his suspicions that Woody was selling stolen inventory.

6 charts show wide economic gulf between races (memo format) Article

6 charts show wide economic gulf between races (memo format) - Article Example We further-for clarity and simplicity purpose-discuss each subsection in terms of the previous year situational and the current year situation. Going a notch higher, we critically compare and contrast the situations at the beginning through the trend and to the end of year 2011 as follows. A critical examination of the persons above 18 years saw a declining trend from 70% rate for whites to 60% percent between years 1960 to 2011. On the other hand, the blacks also indicated a diminishing trend from 60% to 30% marriage rates between different races. The gap at the beginning was recorded as 13 Pts and widened to 24 Pts. A remarkable progress was made in terms of the number of both races, with initial gap being 23 Pts in 1960 and decreasing to 18 Pts in 2011. The Blacks initially were at 70% and the Whites at 90% which slightly decreased to about 87% for the Whites and 67% for Blacks. A 5 Pts change was seen while contrasting the level of disparity under homeownership segregation. At the beginning of year 1980, the Whites owned about 70% and this rose to about 73% in year 2011. On the other hand, about 47% was initially owned by the Blacks which merely changed. Above the age of 25, both races are seen to almost equal in terms statistics available. An initial gap of 24 Pts in 1960 has been narrowed to 7 Pts at the close of the year 2011. To add on the same, an increasing trend in terms of education is noted for both the races. In respect to life expectancy at birth for the two races, the gap has been minimized to a mere difference of 4 years in 2011 from the previous gap of 7 years in 1960. The trend increases and this will reduce further to equalize. At the presidential election, the trend has really changed with the blacks taking the lead to vote. A negative relationship is seen at the close of year 2011 where a negative change of 3

JB-Hi Fi Limited Essay Example | Topics and Well Written Essays - 2000 words

JB-Hi Fi Limited - Essay Example A brief analysis of the notes to the financial statement pertaining to the trade payable figure presents the fact that the trade payable figure also comprises of other figures such as GST payables, deferred income and other creditors and accruals. All of these items have shown significant increase over the financial year 2012, but the most significant increase is represented by the increase in the figure of trade payables which has shown an increase of about $100,371 thousand or about 38% of the prior year balance. The trade payable balance amounts to around 91% of the total ‘Trade and other payable’ line item in the balance sheet of the company. Other balances of current liabilities line items include other financial liabilities, provisions and other current liabilities which all have shown inclining movement in the current financial year. This increase is offset to a certain extent by the increase in the figure of current tax liabilities which have decreased by ,69 0 thousand during the current financial year of 2012. The company might have decided to pay more in respect of its current tax liabilities in order to maintain a lower balance of payable for the current year. The liabilities which are likely to be settled within 12 months form the end of the financial year date are classified under the heading of current liabilities.... Question 2 The total liability balance of the company JB-Hi Fi Limited amounts to $ 626,648 thousand as at financial year ended 2012. Out of this figure, $439,481 pertains to current liabilities and the other $187,161 pertains to the non-current liabilities portion of the balance sheet. At the end of the financial the first and foremost major liability that the company has is in terms of trade payables which represent around 64% of the total liability balance of the company. Trade payables represents the balance that the company has to pay to its creditors in the normal course of the business and is usually on account of the purchase of the raw material, unassembled goods and other services. Other balance which represents a significant portion of the total liabilities of the company is borrowings which represent about 24% of the total liabilities of the company. These borrowings consists of secured bank loans which is secured by ‘a fixed and floating charge over the Groupâ€⠄¢s assets, the current market value of which exceeds the value of the loan’. Other liabilities of the company include balance such as current and non-current provisions on account of defined benefit plan and leases provisions. Question 3 The balance of the provision as represented in the ‘current liabilities’ portion of the balance sheet of the company comprises of employ benefits and lease provision. The employee benefit plans usually comprises of a defined benefit plan or a defined contribution plan. These plans are usually made for the benefit of the employees of any company and the provision balance represents a liability balance that the company has to contribute towards the particular

Servant Leadership in the Bible Dissertation Example | Topics and Well Written Essays - 1000 words

Servant Leadership in the Bible - Dissertation Example The Holy Quran also portrays the leader of the people as the servant who should work to satisfy the people rather than be the master commanding them. The religious connotation looks at leadership in this form as being a part of the self-actualization factor as noted in Maslow’s hierarchy of needs (Joseph & Winston, 2005). Â  Robert Greenleaf saw a servant leader as the person who acted as a servant first (Parris, & Peachey, 2013). The individual does not begin acting as a leader if deep within the urge to serve is absent (Gonzaga, 2005). The main idea should be to create new platforms that will make it easier to serve the people and make a conscious choice to administer as it appears based on the autonomy required for the growth of the individual’s satisfaction (Gardner, Cogliser, Davis, & Dickens, 2011). This test is administered in harder situations where the difficulty tests the leader’s ability to come up with better means of dealing with failures as well as the relationship between leaders and workers (Kernis, & Goldman, 2006). Greenleaf argues that the deep-seated need and desire to serve others provides the core need for one to be a servant. Servant leaders have the natural feeling that emanates from this desire (Walumbwa, Avolio, Gardner, Wernsing, & Peterson, 2008). It can be c reated by making conscious aspirations and sticking the core attributes that define the way this can happen without losing track of the benefits derived from such an action. Most of these benefits are intrinsic (van Dierendonck, 2011). Â  The paradoxical nature of servant and leadership is not to be missed. When Jesus was washing the disciple’s feet, they were apprehensive of this act (Kool &van Dierendonck, 2012). They wanted to be the ones doing the washing and not Jesus.