The document summarizes an upcoming corporate forum on partial control transactions. The forum will discuss topics such as the relativity of "control", the strategic advantages of partial control acquisitions, and the attribution of value to partial control deals. A panel of experts will discuss issues faced by target directors in partial bids, strategic and valuation considerations, and regulation of partial control transactions. The event aims to explore how partial transfers of control can align with Australian takeover regulation and corporate governance duties for directors. Profits from the event will be donated to charity.
El documento describe el modelo de gestión de conocimiento en la docencia del autor. El autor utiliza un enfoque constructivista y ontogénico, enfocándose en desarrollar habilidades cognitivas a través de talleres. El autor también usa un método de enseñanza basado en proyectos y pone énfasis en actividades sobre contenidos. Para incorporar TIC, el autor propone usar estrategias como WebQuest, proyectos de integración y proyectos cooperativos de internet.
El documento presenta varias imágenes de conjuntos de ropa y pide al lector que describa cada conjunto y adivine qué cantante famoso suele usar esa ropa, con el fin de evaluar su conocimiento sobre la moda y estilo de diferentes artistas.
El documento discute la importancia de la transparencia fiscal y la adopción de estándares contables como IPSAS para fortalecer la gestión financiera del sector público. Específicamente, destaca que una mayor transparencia fiscal se asocia con menores niveles de deuda y mayor sostenibilidad fiscal, e IPSAS permite una mejor comparación internacional y toma de decisiones al proporcionar información completa sobre los activos y pasivos de una entidad. El IPSASB continúa trabajando para desarrollar estándares completos y brindar orientación sobre su
The document discusses challenges facing water utilities including aging infrastructure, reduced staffing, and deferred maintenance. It emphasizes the importance of valve operability for system control and reducing risks like water loss, injuries, and lawsuits. A "run to failure" asset management strategy is not sustainable and will lead to service disruptions. The document recommends taking inventory of assets, assessing conditions, prioritizing critical assets, and developing long-term operation, maintenance, and capital improvement strategies focused initially on large, critical valves to gain control of the system and set up future generations for success.
Legal Management Process: A paradigm shift as a Business EnablerAmber Gupta
This document discusses the need for statutory recognition of the Chief Legal Officer role. It outlines the traditional and expanding responsibilities of legal counsel and how a new paradigm is needed to create value. A case study examines how a large, multinational company can establish an integrated legal compliance framework through a Chief Legal and Compliance Officer role. This role would coordinate legal functions across business units, implement standardized processes and policies, and act as the control room for all legal compliance risks and regulatory representation.
energy future holindings TXUMergerPresentation081307finance29
The document is an investor presentation for a proposed merger between TXU and an investor group. It summarizes that the TXU board determined the merger maximized shareholder value after a thorough evaluation process led by independent directors. The merger provides shareholders with a meaningful premium compared to TXU's standalone plan in a challenging market, legislative, and regulatory environment. Completing the merger would transfer risks such as regulatory risk to the buyer while providing shareholders with a premium value for their shares.
energy future holindings TXUMergerPresentation081307finance29
The document is an investor presentation for the proposed merger of TXU. It summarizes that the TXU board determined the merger offer maximized value for shareholders compared to remaining standalone, as the standalone plan would require separating into three businesses facing challenges. It also notes that the merger terms, including a 50-day market check period with no match rights, helped ensure maximum value. The presentation provides analysis showing the merger offer represents a meaningful premium over TXU's next best alternative.
El documento describe el modelo de gestión de conocimiento en la docencia del autor. El autor utiliza un enfoque constructivista y ontogénico, enfocándose en desarrollar habilidades cognitivas a través de talleres. El autor también usa un método de enseñanza basado en proyectos y pone énfasis en actividades sobre contenidos. Para incorporar TIC, el autor propone usar estrategias como WebQuest, proyectos de integración y proyectos cooperativos de internet.
El documento presenta varias imágenes de conjuntos de ropa y pide al lector que describa cada conjunto y adivine qué cantante famoso suele usar esa ropa, con el fin de evaluar su conocimiento sobre la moda y estilo de diferentes artistas.
El documento discute la importancia de la transparencia fiscal y la adopción de estándares contables como IPSAS para fortalecer la gestión financiera del sector público. Específicamente, destaca que una mayor transparencia fiscal se asocia con menores niveles de deuda y mayor sostenibilidad fiscal, e IPSAS permite una mejor comparación internacional y toma de decisiones al proporcionar información completa sobre los activos y pasivos de una entidad. El IPSASB continúa trabajando para desarrollar estándares completos y brindar orientación sobre su
The document discusses challenges facing water utilities including aging infrastructure, reduced staffing, and deferred maintenance. It emphasizes the importance of valve operability for system control and reducing risks like water loss, injuries, and lawsuits. A "run to failure" asset management strategy is not sustainable and will lead to service disruptions. The document recommends taking inventory of assets, assessing conditions, prioritizing critical assets, and developing long-term operation, maintenance, and capital improvement strategies focused initially on large, critical valves to gain control of the system and set up future generations for success.
Legal Management Process: A paradigm shift as a Business EnablerAmber Gupta
This document discusses the need for statutory recognition of the Chief Legal Officer role. It outlines the traditional and expanding responsibilities of legal counsel and how a new paradigm is needed to create value. A case study examines how a large, multinational company can establish an integrated legal compliance framework through a Chief Legal and Compliance Officer role. This role would coordinate legal functions across business units, implement standardized processes and policies, and act as the control room for all legal compliance risks and regulatory representation.
energy future holindings TXUMergerPresentation081307finance29
The document is an investor presentation for a proposed merger between TXU and an investor group. It summarizes that the TXU board determined the merger maximized shareholder value after a thorough evaluation process led by independent directors. The merger provides shareholders with a meaningful premium compared to TXU's standalone plan in a challenging market, legislative, and regulatory environment. Completing the merger would transfer risks such as regulatory risk to the buyer while providing shareholders with a premium value for their shares.
energy future holindings TXUMergerPresentation081307finance29
The document is an investor presentation for the proposed merger of TXU. It summarizes that the TXU board determined the merger offer maximized value for shareholders compared to remaining standalone, as the standalone plan would require separating into three businesses facing challenges. It also notes that the merger terms, including a 50-day market check period with no match rights, helped ensure maximum value. The presentation provides analysis showing the merger offer represents a meaningful premium over TXU's next best alternative.
energy future holindings TXUMergerPresentation081307finance29
The document is an investor presentation for the proposed merger of TXU. It summarizes that the TXU board determined the merger offer maximized value for shareholders compared to remaining standalone, as the standalone plan would require separating into three businesses that would face challenges. It also notes that the merger terms, including a 50-day market check period with no match rights and fairness opinions, ensured the offer's premium accurately reflected TXU's maximum value. The board concluded the merger premium meaningfully exceeded the valuation of remaining standalone.
Michael Rizzo has 19 years of experience in claims handling and investigations. He has held roles such as Senior Homeowner Adjuster, Senior Casualty Adjuster, Litigation/Casualty Supervisor, Auto Property Supervisor, and Litigation Specialist. He has a track record of managing teams, meeting quality and customer service metrics, and implementing process improvements. Rizzo has worked for several insurance companies including MetLife, Liberty Mutual, Sedgwick CMS, and Fireman's Fund. He holds a Bachelor's degree in Criminal Justice.
Governance shift case study biobankingdiana_ocampo
The document discusses a shift from government to governance in managing land clearance and biodiversity offsetting in New South Wales, Australia. It compares the regular approval process to a new biobanking scheme launched by the NSW government. Biobanking increases the state's capacity to govern these processes on private land by using a market-based approach that delegates determining offsets to the private sector and strengthens networks' participation in conservation. This represents a move along the continuum from hierarchy to greater use of markets and networks with less state intervention.
This document provides an introductory framework for spectrum valuation. It discusses spectrum valuation approaches, including the income/discounted cash flow method, market comparable method, and replacement/optimal deprived valuation method. It notes the challenges of each approach and when each is most applicable. The document also outlines contents to be covered, including spectrum background, valuation risks, and considerations for TV and mobile spectrum valuations.
The document discusses a survey of company secretaries regarding their roles in mergers and acquisitions (M&A). The survey found that company secretaries view shareholder integration and support as key responsibilities in M&A deals. Shareholder activism has also increased around M&A decisions, as seen in the delayed Glencore/Xstrata merger over shareholder demands. Company secretaries expect to play important roles coordinating communication between companies and shareholders during complex M&A processes.
Legal Management Process: A paradignm shift as a business enablerambergupt78
This document discusses the need for an integrated legal compliance framework for large conglomerates operating across multiple jurisdictions and business units. It proposes centralizing legal functions under a Chief Legal and Compliance Officer to standardize processes, policies, and represent the organization to regulators. This integrated approach can help identify and manage legal risks, train staff, and implement controls company-wide instead of managing compliance individually within each business unit. The document provides a case study and proposes a governance structure and processes for implementing such an integrated legal compliance system.
The document discusses conservation defense insurance, which provides land trusts coverage for legal costs associated with defending land conservation easements or fee lands. It is important because most land trusts do not have adequate funds set aside for litigation expenses, which are growing risks as population increases. Conservation defense insurance insulates land trusts from draining endowments to pay legal fees, gives financial certainty, and demonstrates commitment to permanence required by the IRS and land trust standards. It works through a "captive" insurance model where land trusts pay annual premiums of $60 per property into a fund managed by a committee to pay legal claims up to $500,000. The program provides coverage for litigation defense, enforcement of rights, and appeals.
This document discusses how two insurance companies, Tima Insurance and Federal Insurance, applied Lean principles to improve their operational efficiencies. At Tima Insurance, applying Lean principles to their call center improved customer satisfaction scores, increased first call resolutions, sales and employee morale while decreasing average hold times and transfer rates. Federal Insurance launched a project to apply Lean thinking to solve challenges in their retirement fund administration business. Analyzing customer demand revealed areas of value and failure. Changes like process training, technology upgrades and performance monitoring tools identified waste and improved metrics like quotes processing time and reduced repeat calls. Both case studies demonstrated how Lean principles can help insurance companies improve customer service and operational performance.
Protection Forum March2011 Executive SummaryIan McKenna
The Protection Forum meeting focused on several key issues:
1. Policy reinstatement practices, with advisers citing reasons reinstatement is preferable to rewriting and asking for fewer barriers. Providers agreed to draft a good practice document on reinstatement.
2. The impact of an ECJ gender ruling on portals providing less accurate quotes. Parties agreed to continue discussions.
3. Simplifying signature collection for e-applications, with FTRC tasked to identify a good practice model.
4. Assessing tele-interviewing approaches and commission flexibility to improve adviser experience.
Actions included drafting documents on reinstatement practices and signature collection processes to streamline activities for the benefit of
SMi proudly presents its 6th annual Cold Chain Distribution conference to be held in London on Monday 5th & Tuesday 6th of December 2011. This conference follows on from SMi’s previous highly successful Cold Chain Distribution events and offers the opportunity to keep up-to-date with the latest regulations, challenges and solutions that you need to know about for successful and cost-effective cold chain distribution
Kevin Wortman is a financial management executive with over 28 years of experience in lending, leasing, structuring, and portfolio management. He has led teams of up to 60 professionals and managed loan and lease portfolios valued at $25 billion. Currently, he leads a team of 31 professionals addressing workouts and restructurings for a global financing company. Wortman has extensive experience developing credit processes, underwriting transactions, and managing risk. He has earned credit lines up to $20 million and engaged over $6 billion in loan and lease deals.
Presentation discussing the importance of reserves, how they should be used, ways to predict risk, and strategies for enhancing - Tate Tryon CPAs - Nonprofit CPA Firm
energy future holindings TXUMergerPresentation081307finance29
The document is an investor presentation for the proposed merger of TXU. It summarizes that the TXU board determined the merger offer maximized value for shareholders compared to remaining standalone, as the standalone plan would require separating into three businesses that would face challenges. It also notes that the merger terms, including a 50-day market check period with no match rights and fairness opinions, ensured the offer's premium accurately reflected TXU's maximum value. The board concluded the merger premium meaningfully exceeded the valuation of remaining standalone.
Michael Rizzo has 19 years of experience in claims handling and investigations. He has held roles such as Senior Homeowner Adjuster, Senior Casualty Adjuster, Litigation/Casualty Supervisor, Auto Property Supervisor, and Litigation Specialist. He has a track record of managing teams, meeting quality and customer service metrics, and implementing process improvements. Rizzo has worked for several insurance companies including MetLife, Liberty Mutual, Sedgwick CMS, and Fireman's Fund. He holds a Bachelor's degree in Criminal Justice.
Governance shift case study biobankingdiana_ocampo
The document discusses a shift from government to governance in managing land clearance and biodiversity offsetting in New South Wales, Australia. It compares the regular approval process to a new biobanking scheme launched by the NSW government. Biobanking increases the state's capacity to govern these processes on private land by using a market-based approach that delegates determining offsets to the private sector and strengthens networks' participation in conservation. This represents a move along the continuum from hierarchy to greater use of markets and networks with less state intervention.
This document provides an introductory framework for spectrum valuation. It discusses spectrum valuation approaches, including the income/discounted cash flow method, market comparable method, and replacement/optimal deprived valuation method. It notes the challenges of each approach and when each is most applicable. The document also outlines contents to be covered, including spectrum background, valuation risks, and considerations for TV and mobile spectrum valuations.
The document discusses a survey of company secretaries regarding their roles in mergers and acquisitions (M&A). The survey found that company secretaries view shareholder integration and support as key responsibilities in M&A deals. Shareholder activism has also increased around M&A decisions, as seen in the delayed Glencore/Xstrata merger over shareholder demands. Company secretaries expect to play important roles coordinating communication between companies and shareholders during complex M&A processes.
Legal Management Process: A paradignm shift as a business enablerambergupt78
This document discusses the need for an integrated legal compliance framework for large conglomerates operating across multiple jurisdictions and business units. It proposes centralizing legal functions under a Chief Legal and Compliance Officer to standardize processes, policies, and represent the organization to regulators. This integrated approach can help identify and manage legal risks, train staff, and implement controls company-wide instead of managing compliance individually within each business unit. The document provides a case study and proposes a governance structure and processes for implementing such an integrated legal compliance system.
The document discusses conservation defense insurance, which provides land trusts coverage for legal costs associated with defending land conservation easements or fee lands. It is important because most land trusts do not have adequate funds set aside for litigation expenses, which are growing risks as population increases. Conservation defense insurance insulates land trusts from draining endowments to pay legal fees, gives financial certainty, and demonstrates commitment to permanence required by the IRS and land trust standards. It works through a "captive" insurance model where land trusts pay annual premiums of $60 per property into a fund managed by a committee to pay legal claims up to $500,000. The program provides coverage for litigation defense, enforcement of rights, and appeals.
This document discusses how two insurance companies, Tima Insurance and Federal Insurance, applied Lean principles to improve their operational efficiencies. At Tima Insurance, applying Lean principles to their call center improved customer satisfaction scores, increased first call resolutions, sales and employee morale while decreasing average hold times and transfer rates. Federal Insurance launched a project to apply Lean thinking to solve challenges in their retirement fund administration business. Analyzing customer demand revealed areas of value and failure. Changes like process training, technology upgrades and performance monitoring tools identified waste and improved metrics like quotes processing time and reduced repeat calls. Both case studies demonstrated how Lean principles can help insurance companies improve customer service and operational performance.
Protection Forum March2011 Executive SummaryIan McKenna
The Protection Forum meeting focused on several key issues:
1. Policy reinstatement practices, with advisers citing reasons reinstatement is preferable to rewriting and asking for fewer barriers. Providers agreed to draft a good practice document on reinstatement.
2. The impact of an ECJ gender ruling on portals providing less accurate quotes. Parties agreed to continue discussions.
3. Simplifying signature collection for e-applications, with FTRC tasked to identify a good practice model.
4. Assessing tele-interviewing approaches and commission flexibility to improve adviser experience.
Actions included drafting documents on reinstatement practices and signature collection processes to streamline activities for the benefit of
SMi proudly presents its 6th annual Cold Chain Distribution conference to be held in London on Monday 5th & Tuesday 6th of December 2011. This conference follows on from SMi’s previous highly successful Cold Chain Distribution events and offers the opportunity to keep up-to-date with the latest regulations, challenges and solutions that you need to know about for successful and cost-effective cold chain distribution
Kevin Wortman is a financial management executive with over 28 years of experience in lending, leasing, structuring, and portfolio management. He has led teams of up to 60 professionals and managed loan and lease portfolios valued at $25 billion. Currently, he leads a team of 31 professionals addressing workouts and restructurings for a global financing company. Wortman has extensive experience developing credit processes, underwriting transactions, and managing risk. He has earned credit lines up to $20 million and engaged over $6 billion in loan and lease deals.
Presentation discussing the importance of reserves, how they should be used, ways to predict risk, and strategies for enhancing - Tate Tryon CPAs - Nonprofit CPA Firm
Corporate Control Forum 2011 - The Market For Partial Control
1. The inaugural
Corporate Control Forum 2011
The Market
For Partial
Control
Friday, 11 March 2011
With the recent increase in inbound
investment into Australia, cornerstone
investments, proportional bids and
other strategies targeting partial
rather than complete control are very
much in vogue.
The issues of concern for a target and its shareholders and the strategic advantages for a bidder in
these situations loom large. The wresting of control of Mt Gibson Iron Ltd by its largest investor and
customer serves as a recent and poignant example. In other instances, transactions may confer unconventional
forms of control of a company, such as the financial control conferred by a life-of-mine offtake agreement.
Join experienced participants, advisers and commentators as they lead an afternoon of discussion
on topics associated with the current market for, and regulation of, partial control, including: Th
proce e net
• the relativity and inexactness of the term "control"; year’s eds from eac
forum
• the strategic advantages of partial control acquisitions; nom will g h
year’s inated char o to a
charity ity. This
• the attributable value to partial control and the effect of such transactions on premia; Premie is
r’s Floo the Queensla
– indiv d Relie nd
• he protection of shareholder wealth and welfare and the extent to which partial transfers
t id
be ma ual donatio Appeal
f
of control can be aligned with the precepts of Australian takeover regulation; and de via h ns can
gov.au ttp:/
/floods /www.qld.
• he corporate governance considerations for directors faced with a partial bid or proposal
t /do
html. nate.
for financial control.
Programme Details
2:00pm – 2:10pm Welcome / Introduction Date and venue
Fiona Harris, Chairman of Barrington Consulting Group and national Friday, 11 March 2011
Board member of aICD The University Club of Western Australia
Hackett Drive, Crawley
2:15pm – 2:45pm The issues faced by directors of targets the subject of partial control
proposals Cost (ex-GST)
neil Hamilton, Chairman of oZ minerals and micyln express and $198 non-legal practitioner
non-executive Director of metcash limited $198 legal practitioner (<5 years)
2:50pm – 3:20pm Strategic and valuation considerations in partial control transactions $385 legal practitioner (>5 years)
Justin mannolini, managing Director, Gresham advisory and Head of Group discount
Gresham’s perth office Receive 12.5% off the total registration costs
3:20pm – 3:40pm afternoon tea when you book a group of 8 or more persons
3:45pm – 4:15pm The regulation of partial control transactions CPD points
russell philip, partner, Corrs Chambers Westgarth The UWA Faculty of Law is an accredited CPD
4:20pm – 5:50pm Panel discussion provider. Full attendance at this forum entitles
a practitioner to 3 CpD points for substantive
• Ian Cochrane, Partner, Cochrane Lishman Carson Luscombe law knowledge.
• Michael Anghie, Western Australian Leader, Ernst & Young
• Raymond Silva da Rosa, Winthrop Professor, UWA Business School Registration
• Barbara Gordon, Senior Consultant, McKenzie Moncrieff Lawyers please register via:
and Assistant Professor at UWA Faculty of Law www.law.uwa.edu.au/cpd/corpcontrol
+ the keynote speakers Contact
6:00pm – 8:00pm Drinks James Nicholls
+61 8 9460 1687
james.nicholls@corrs.com.au
Co-sponsored by Gresham and
Corrs Chambers Westgarth,
and supported by the Faculty
of Law of the University of
Western Australia.