Elderly care conference 2017 - Workshop stream A - the legal framework: share...Browne Jacobson LLP
This presentation covers what the difference between a share sale and an asset sale is. Key documents involved in a transaction, due diligence, how to address risks and limitation of liability.
With decreased commodity prices and increasing regulation, the oil and gas industry is undergoing a difficult period of self-reflection in which even the strongest companies are suffering financial distress. These pressures have resulted in a growing number of insolvencies in the oil and gas industry, including in the upstream (exploration and production companies), midstream (transporters and pipeline companies) and downstream (refining and processing) sectors, as well as by providers of services and materials. In this context, it is vital for parties to understand some of the significant issues arising in these bankruptcies, including without limitation the ability to sell (or acquire) assets “free and clear” of liens and the ability to reject burdensome contracts or leases. These issues, along with the difficulties faced by upstream companies in interfacing with regulatory agencies and evolving regulations, was the principal focus of a panel at the LSU Law Center’s 22nd Annual Bankruptcy Law Seminar entitled “Oil and Gas Industry: Dealing in Distressed Assets, Midstream Issues, and Offshore Regulatory Changes.” For more information about this timely topic, please see the attached materials or contact Benjamin Kadden at bkadden@lawla.com.
A deposit is a pre-agreed instalment towards the purchase price in a sale contract.
The Courts have held that the 2 functions of a deposit are to be:
- an earnest commitment to bind the bargain, which means a deposit acts as an indication the Buyer is serious in carrying out the bargain; and
- a guarantee of due performance, that is security of the performance.
A deposit is usually paid at or upon shortly upon the buyer’s signing of the contract.
Usually, a deposit should be no more than 10% of the total purchase price, and commonly may be less. Note: there is no specific laws on that deposit percentage amount per se*.
The other practical, commercial and financial reasons for why a deposit is useful:
> Often the seller will incur not-insignificant fees and expenses (e.g. sale preparatory work and undergoing due diligence, applying to lessor for consent to assignment of lease etc), independent of whether the actual contract proceeds to settlement or completion. So may be also used to partially-compensate for some of those costs incurred If the buyer ultimately walks away”.
> Loss of potential, other sale opportunities during the express or implied exclusivity period during the conditions precedent of sale contract. This could be months or longer
> It's good to have the buyer show it has “skin in the game” by having such "hurt money" put upfront on & the table.
Tip: Even with the best of Confidentiality Deeds/NDAs , the deposit helps reinforce the value and proprietary nature of the seller’s business or entity.
> Not uncommonly, the Buyer entity may be newly-established . Therefore, if there is default or repudiation, even if they are subsequently pursued by the seller, the Buyer may not have any actual capitalisation to be realised against!
> Lastly, if a buyer or won’t (or can’t!?) put up even the deposit, then you should have serious concerns about their financial capacity to commit all the way through the transaction.
Representing Asset Purchasers in Bankruptcy (Series: Bankruptcy Transactions:...Financial Poise
Representing an asset purchaser in a bankruptcy proceeding presents unique benefits and challenges for a professional business advisor. Companies considering acquiring assets out of bankruptcy must understand more than the simple concept of acquiring the target assets “free and clear,” under the bankruptcy code. As such, professionals advising these companies must understand and be able to counsel their clients regarding various matters, such as the benefits and drawbacks of serving as a “stalking horse,” asset purchaser; drafting and negotiating the terms of an asset purchase agreement and sale order with the bankrupt debtor and other parties involved in the bankruptcy proceedings; strategies for acquiring assets at auction or by alternative means; and seeking bankruptcy court approval of a proposed transaction. This webinar focuses on understanding these concepts and addressing best practices for advanced reorganization practitioners and advisors.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/representing-asset-purchasers-in-bankruptcy-2020/
Mitigating litigation risk at the deal table webinar part 1Polsinelli PC
First in an 8 part series discussing mitigation litigation risk. This presentation focuses on: Due Diligence
Reps and Warranties
Damages Limitation or Waiver
Procedural Safeguards
Regulatory Compliance ("Alphabet Soup")
Risk intelligence: How to reliably mitigate transaction risk and secure clean...Graeme Cross
This risk intelligence white paper is part of a series of publications from Aon Strategic Advisors & Transaction Solutions (ASATS). The series focuses on risk management and mitigation and is specifically created to help:
• Chief executives and corporate management board members pursuing growth strategies through M&A, or divesting
• Corporate tax managers, development officers and legal counsel responsible for planning, overseeing and / or delivering planned value from M&A
• Chief executive and chief financial officers of private-equity backed portfolio companies
• Private equity executives, portfolio managers and risk officers
• Corporate finance, accounting, tax and legal advisors servicing corporate and private
equity clients
Elderly care conference 2017 - Workshop stream A - the legal framework: share...Browne Jacobson LLP
This presentation covers what the difference between a share sale and an asset sale is. Key documents involved in a transaction, due diligence, how to address risks and limitation of liability.
With decreased commodity prices and increasing regulation, the oil and gas industry is undergoing a difficult period of self-reflection in which even the strongest companies are suffering financial distress. These pressures have resulted in a growing number of insolvencies in the oil and gas industry, including in the upstream (exploration and production companies), midstream (transporters and pipeline companies) and downstream (refining and processing) sectors, as well as by providers of services and materials. In this context, it is vital for parties to understand some of the significant issues arising in these bankruptcies, including without limitation the ability to sell (or acquire) assets “free and clear” of liens and the ability to reject burdensome contracts or leases. These issues, along with the difficulties faced by upstream companies in interfacing with regulatory agencies and evolving regulations, was the principal focus of a panel at the LSU Law Center’s 22nd Annual Bankruptcy Law Seminar entitled “Oil and Gas Industry: Dealing in Distressed Assets, Midstream Issues, and Offshore Regulatory Changes.” For more information about this timely topic, please see the attached materials or contact Benjamin Kadden at bkadden@lawla.com.
A deposit is a pre-agreed instalment towards the purchase price in a sale contract.
The Courts have held that the 2 functions of a deposit are to be:
- an earnest commitment to bind the bargain, which means a deposit acts as an indication the Buyer is serious in carrying out the bargain; and
- a guarantee of due performance, that is security of the performance.
A deposit is usually paid at or upon shortly upon the buyer’s signing of the contract.
Usually, a deposit should be no more than 10% of the total purchase price, and commonly may be less. Note: there is no specific laws on that deposit percentage amount per se*.
The other practical, commercial and financial reasons for why a deposit is useful:
> Often the seller will incur not-insignificant fees and expenses (e.g. sale preparatory work and undergoing due diligence, applying to lessor for consent to assignment of lease etc), independent of whether the actual contract proceeds to settlement or completion. So may be also used to partially-compensate for some of those costs incurred If the buyer ultimately walks away”.
> Loss of potential, other sale opportunities during the express or implied exclusivity period during the conditions precedent of sale contract. This could be months or longer
> It's good to have the buyer show it has “skin in the game” by having such "hurt money" put upfront on & the table.
Tip: Even with the best of Confidentiality Deeds/NDAs , the deposit helps reinforce the value and proprietary nature of the seller’s business or entity.
> Not uncommonly, the Buyer entity may be newly-established . Therefore, if there is default or repudiation, even if they are subsequently pursued by the seller, the Buyer may not have any actual capitalisation to be realised against!
> Lastly, if a buyer or won’t (or can’t!?) put up even the deposit, then you should have serious concerns about their financial capacity to commit all the way through the transaction.
Representing Asset Purchasers in Bankruptcy (Series: Bankruptcy Transactions:...Financial Poise
Representing an asset purchaser in a bankruptcy proceeding presents unique benefits and challenges for a professional business advisor. Companies considering acquiring assets out of bankruptcy must understand more than the simple concept of acquiring the target assets “free and clear,” under the bankruptcy code. As such, professionals advising these companies must understand and be able to counsel their clients regarding various matters, such as the benefits and drawbacks of serving as a “stalking horse,” asset purchaser; drafting and negotiating the terms of an asset purchase agreement and sale order with the bankrupt debtor and other parties involved in the bankruptcy proceedings; strategies for acquiring assets at auction or by alternative means; and seeking bankruptcy court approval of a proposed transaction. This webinar focuses on understanding these concepts and addressing best practices for advanced reorganization practitioners and advisors.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/representing-asset-purchasers-in-bankruptcy-2020/
Mitigating litigation risk at the deal table webinar part 1Polsinelli PC
First in an 8 part series discussing mitigation litigation risk. This presentation focuses on: Due Diligence
Reps and Warranties
Damages Limitation or Waiver
Procedural Safeguards
Regulatory Compliance ("Alphabet Soup")
Risk intelligence: How to reliably mitigate transaction risk and secure clean...Graeme Cross
This risk intelligence white paper is part of a series of publications from Aon Strategic Advisors & Transaction Solutions (ASATS). The series focuses on risk management and mitigation and is specifically created to help:
• Chief executives and corporate management board members pursuing growth strategies through M&A, or divesting
• Corporate tax managers, development officers and legal counsel responsible for planning, overseeing and / or delivering planned value from M&A
• Chief executive and chief financial officers of private-equity backed portfolio companies
• Private equity executives, portfolio managers and risk officers
• Corporate finance, accounting, tax and legal advisors servicing corporate and private
equity clients
As a Canadian business looking to engage in M&A transactions you need to understand how to navigate current regulatory issues. View our presentation to learn more.
In this webinar presenation, you will learn practical tips on drafting and understanding commercial agreements. Extract practical insights to drafting and understanding commercial agreements and learn techniques used to allocate or transfer economic risk.
KYC - Know Your Costumer and the Importance of SuitabilityMichaelSabaJD
This slide deck was prepared as a fictional compliance project. It contains helpful information from FINRA for broker/dealers on the importance of knowing your customer, anti-money laundering, and how the suitability rule should be applied.
Representing Asset Purchasers in Bankruptcy (Series: Bankruptcy Transactions ...Financial Poise
Representing an asset purchaser in a bankruptcy proceeding presents unique benefits and challenges for a professional business advisor. Companies considering acquiring assets out of bankruptcy must understand more than the simple concept of acquiring the target assets “free and clear,” under the Bankruptcy Code. As such, professionals advising these companies must understand and be able to counsel their clients regarding various matters, such as the benefits and drawbacks of serving as a “stalking horse,” asset purchaser; drafting and negotiating the terms of an asset purchase agreement and sale order with the bankrupt debtor and other parties involved in the bankruptcy proceedings; strategies for acquiring assets at auction or by alternative means; and seeking bankruptcy court approval of a proposed transaction. For 2021, professionals must also understand the impact that the economic programs enacted under the CARES Act may have on purchasing such assets. This webinar focuses on understanding these concepts and addressing best practices for advanced reorganization practitioners and advisors.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/representing-asset-purchasers-in-bankruptcy-2021/
Structuring and Planning the M&A Transaction (Series: Private Company M&A Boo...Financial Poise
There is an old carpenters’ expression, “measure twice, cut once.” M&A work is just one of many areas in business and law where this expression resonates. Buyers and sellers, like chess players anticipating many moves in advance, should envision and plan the route to get a deal done, including anticipated detours, at the onset of the transaction.
This webinar discusses the similarities and differences between basic M&A transaction structures; purchase price payment concerns; the most common issues that arise in the early stages of M&A transactions of all kinds; the relationship between ostensibly unrelated sections of an M&A agreement; and transaction timeline. One focus of this episode is a threshold question in many deals: whether the buyer will buy equity or assets. This episode will, in summary form, cover many of the issues discussed in greater depth in subsequent episodes.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/structuring-and-planning-the-ma-transaction-2020/
What Kind of Loan? (Series: Business Borrowing Basics)Financial Poise
In a broad sense, most loans can be divided into two basic types: an asset-based loan (ABL) and a cash flow loan.
An ABL is made by a lender who underwrites the loan primarily by valuing the company’s assets, such as accounts receivable (A/R) and inventory. An ABL lender underwrites a loan based on the ability to liquidate its collateral should it need to. A “cash flow” lender, in contrast, while also secured against the borrower’s assets, underwrites the loan primarily based on the cash flow and general credit-worthiness of the borrower.
The distinction between these types of loans is only the beginning of understanding the many types of loans available to a business, because within each of the two types there are many subtypes.
This webinar takes the audience through a guided tour of the various borrowing options available to businesses, from both a business and legal perspective, to paint the overall landscape of the different types of lenders that exist and to provide a framework for understanding what type of lender and loan may make sense for any particular borrower.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/what-kind-of-loan-2021/
Accounting for business combinations is a complex area of U.S. generally accepted accounting principles (U.S. GAAP). Acquirers' accountants and auditors often have questions about business combination accounting. Questions have also been raised because of recent standards issued the Financial Accounting Standards Board (FASB) addressing the accounting for goodwill, the definition of a business, pushdown accounting, and a private company accounting alternative that impacts which intangible assets are recognized as part of a business combination. Below are some of the questions that most frequently arise when a business combination occurs.
David Woodnorth of ComplyWith was one of the keynote speakers at the Law Society’s ILANZ Mini Conference on ‘Managing Legal Risk' in Auckland and Wellington last week.He shared ‘new thinking about legal risk’ with over 130 in-house lawyers, providing insights and guidance on how to better manage and communicate about legal risk.
“Success should not be defined simply by ticking boxes and producing pro-forma reports, but rather by driving participation in legal risk at the operations level of a business."
02 The Cultural Environments Facing BusinessBrent Weeks
To understand methods for learning about cultural environments
To analyze the major causes of cultural difference and change
To discuss behavioral factors influencing countries’ business practices
To understand guidelines for cultural adjustment
As a Canadian business looking to engage in M&A transactions you need to understand how to navigate current regulatory issues. View our presentation to learn more.
In this webinar presenation, you will learn practical tips on drafting and understanding commercial agreements. Extract practical insights to drafting and understanding commercial agreements and learn techniques used to allocate or transfer economic risk.
KYC - Know Your Costumer and the Importance of SuitabilityMichaelSabaJD
This slide deck was prepared as a fictional compliance project. It contains helpful information from FINRA for broker/dealers on the importance of knowing your customer, anti-money laundering, and how the suitability rule should be applied.
Representing Asset Purchasers in Bankruptcy (Series: Bankruptcy Transactions ...Financial Poise
Representing an asset purchaser in a bankruptcy proceeding presents unique benefits and challenges for a professional business advisor. Companies considering acquiring assets out of bankruptcy must understand more than the simple concept of acquiring the target assets “free and clear,” under the Bankruptcy Code. As such, professionals advising these companies must understand and be able to counsel their clients regarding various matters, such as the benefits and drawbacks of serving as a “stalking horse,” asset purchaser; drafting and negotiating the terms of an asset purchase agreement and sale order with the bankrupt debtor and other parties involved in the bankruptcy proceedings; strategies for acquiring assets at auction or by alternative means; and seeking bankruptcy court approval of a proposed transaction. For 2021, professionals must also understand the impact that the economic programs enacted under the CARES Act may have on purchasing such assets. This webinar focuses on understanding these concepts and addressing best practices for advanced reorganization practitioners and advisors.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/representing-asset-purchasers-in-bankruptcy-2021/
Structuring and Planning the M&A Transaction (Series: Private Company M&A Boo...Financial Poise
There is an old carpenters’ expression, “measure twice, cut once.” M&A work is just one of many areas in business and law where this expression resonates. Buyers and sellers, like chess players anticipating many moves in advance, should envision and plan the route to get a deal done, including anticipated detours, at the onset of the transaction.
This webinar discusses the similarities and differences between basic M&A transaction structures; purchase price payment concerns; the most common issues that arise in the early stages of M&A transactions of all kinds; the relationship between ostensibly unrelated sections of an M&A agreement; and transaction timeline. One focus of this episode is a threshold question in many deals: whether the buyer will buy equity or assets. This episode will, in summary form, cover many of the issues discussed in greater depth in subsequent episodes.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/structuring-and-planning-the-ma-transaction-2020/
What Kind of Loan? (Series: Business Borrowing Basics)Financial Poise
In a broad sense, most loans can be divided into two basic types: an asset-based loan (ABL) and a cash flow loan.
An ABL is made by a lender who underwrites the loan primarily by valuing the company’s assets, such as accounts receivable (A/R) and inventory. An ABL lender underwrites a loan based on the ability to liquidate its collateral should it need to. A “cash flow” lender, in contrast, while also secured against the borrower’s assets, underwrites the loan primarily based on the cash flow and general credit-worthiness of the borrower.
The distinction between these types of loans is only the beginning of understanding the many types of loans available to a business, because within each of the two types there are many subtypes.
This webinar takes the audience through a guided tour of the various borrowing options available to businesses, from both a business and legal perspective, to paint the overall landscape of the different types of lenders that exist and to provide a framework for understanding what type of lender and loan may make sense for any particular borrower.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/what-kind-of-loan-2021/
Accounting for business combinations is a complex area of U.S. generally accepted accounting principles (U.S. GAAP). Acquirers' accountants and auditors often have questions about business combination accounting. Questions have also been raised because of recent standards issued the Financial Accounting Standards Board (FASB) addressing the accounting for goodwill, the definition of a business, pushdown accounting, and a private company accounting alternative that impacts which intangible assets are recognized as part of a business combination. Below are some of the questions that most frequently arise when a business combination occurs.
David Woodnorth of ComplyWith was one of the keynote speakers at the Law Society’s ILANZ Mini Conference on ‘Managing Legal Risk' in Auckland and Wellington last week.He shared ‘new thinking about legal risk’ with over 130 in-house lawyers, providing insights and guidance on how to better manage and communicate about legal risk.
“Success should not be defined simply by ticking boxes and producing pro-forma reports, but rather by driving participation in legal risk at the operations level of a business."
02 The Cultural Environments Facing BusinessBrent Weeks
To understand methods for learning about cultural environments
To analyze the major causes of cultural difference and change
To discuss behavioral factors influencing countries’ business practices
To understand guidelines for cultural adjustment
04 The Economic Environments Facing BusinessBrent Weeks
To communicate the importance of economic analysis
To discuss the idea of economic freedom
To profile the characteristics of the types of economic systems
To introduce the notion of state capitalism
To profile indicators of economic development, performance, and potential
03 The Political and Legal Environments Facing BusinessBrent Weeks
To discuss the philosophy and practices of the political environment
To profile trends in contemporary political systems
To explain the idea of political risk and approaches to managing it
To discuss the philosophy and practices of the legal system
To describe trends in contemporary legal systems
To explain legal issues facing international companies
Identify, measure, and communicate legal and compliance risk in a whole new way. Lawyers, compliance officers, contract managers, and other legal professionals can discover how to measure and manage legal risk more effectively. "6 Steps to Legal Risk Management" provides practical guidance on developing a risk management framework and adapting it to legal and compliance risk. The approach is based on the internal risk management standard: ISO 31000.
Franchising systems - when they work and what to do when they don't!Tom Meagher
We cover in this session: what is a franchise, franchise systems, benefits of a franchise system, disadvantages of a franchise, intellectual property considerations, differences in business names, trade marks and copyright, business entities and ownership agreements, Personal Property Securities Act, premises development and leasing, franchise documents, what to watch out for, useful information and contacts.
Time to Grasp the Legal Nettles, David BeveridgeMartin Jack
Time to Grasp the Legal Nettles –
• Are you and your fellow shareholders afraid to ask yourselves the “what ifs”?
• Is your key employee an agent’s phone call away from leaving the building?
• Are you afraid to look at your best customer’s terms of purchase for fear of what you’ll discover?
If so, it’s time to grasp the nettle and think on how to deal with these (and other) business challenges in 2017.
Key Provisions in M&A Agreements (Series: M&A Boot Camp)Financial Poise
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. This episode explains specific, common provisions and discusses how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/key-provisions-in-ma-agreements-2021/
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. This episode explains specific, common provisions and discusses how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Acquiring one or merging with another entity constitutes a very complex operation from legal and financial standpoint making corresponding share purchase agreements (SPAs) full of potential pitfalls. SPA-related disputes stem not only from the non-performance on obligations but also from the interpretation differences, fueled alike by vague and over-detailed provisions.
More information: https://www2.deloitte.com/pl/en/pages/finance/articles/dispute-services/Post-M-A-Disputes.html
From ITC Agent Conference 2015...
Attend this session to learn about the things agencies should consider - even if they are NOT interested or ready to sell - to maximize their agency's valuation.
Baker Tilly Presents: Government Contractor Mergers & Acquisitions: Making th...BakerTillyConsulting
Presented at NCMA's World Congress 2016
Presenters: Baker Tilly's Aaron Raddock, CFE, CFCM, Senior Manager and Todd Overman, JD, Partner, Bass Berry & Sims PLC
The rise in mergers and acquisitions among federal contractors is poised to continue. Such transactions are inherently risky to all parties, especially with the added regulations unique to the federal marketplace. A thorough knowledge of these complexities is critical to the diligence process. This session will provide an overview of the diligence process, how contracts professionals can add value, primary risks to look out for, and new risks for 2016. www.bakertilly.com/governmentcontractors
Claims Trading in bankruptcy cases has advanced and grown in sophistication swiftly in recent history. Companies and their advisors should be prepared before wading into these waters. How will a claim be treated once transferred? What steps should a company acquiring a claim take to ensure the claim is paid? How should a claim be valued? What kind of documentation will be needed to properly transfer the claim? If a dispute arises regarding the claim, how should the acquiring company defend itself? For 2021, do the financial programs initiated under the CARES Act impact claims trading, and if so, how? This webinar focuses on understanding these issues and addressing best practices for advanced reorganization practitioners and advisors working on the cutting edge of bankruptcy transactions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/bankruptcy-claims-trading-2021/
The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
David Beveridge, MacDonald Henderson
Preparing to Acquire a Business
David, corporate lawyer and Managing Director of Macdonald Henderson will give his thoughts on key legal elements to consider when considering the acquisition of a business, including:
Heads of Agreement
Due Diligence
The Acquisition Documents
Three Vital Takeaways
The Business Journey aims to act as a free, non-executive board to owner-managed businesses operating in the West of Scotland SME community.
The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/post-closing-issues-integration-potential-buyer-seller-disputes-2021/
Understand Everything About Long Term Note (LTN).pptxhansongroupus
In the context of commercial relations, all parties involved must ensure guarantees in order to obtain a proper collection of their debts - the Long Term Note is often used for this purpose. Read more: https://bit.ly/3GL2myP
3.0 Project 2_ Developing My Brand Identity Kit.pptxtanyjahb
A personal brand exploration presentation summarizes an individual's unique qualities and goals, covering strengths, values, passions, and target audience. It helps individuals understand what makes them stand out, their desired image, and how they aim to achieve it.
What is the TDS Return Filing Due Date for FY 2024-25.pdfseoforlegalpillers
It is crucial for the taxpayers to understand about the TDS Return Filing Due Date, so that they can fulfill your TDS obligations efficiently. Taxpayers can avoid penalties by sticking to the deadlines and by accurate filing of TDS. Timely filing of TDS will make sure about the availability of tax credits. You can also seek the professional guidance of experts like Legal Pillers for timely filing of the TDS Return.
Tata Group Dials Taiwan for Its Chipmaking Ambition in Gujarat’s DholeraAvirahi City Dholera
The Tata Group, a titan of Indian industry, is making waves with its advanced talks with Taiwanese chipmakers Powerchip Semiconductor Manufacturing Corporation (PSMC) and UMC Group. The goal? Establishing a cutting-edge semiconductor fabrication unit (fab) in Dholera, Gujarat. This isn’t just any project; it’s a potential game changer for India’s chipmaking aspirations and a boon for investors seeking promising residential projects in dholera sir.
Visit : https://www.avirahi.com/blog/tata-group-dials-taiwan-for-its-chipmaking-ambition-in-gujarats-dholera/
[Note: This is a partial preview. To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations]
Sustainability has become an increasingly critical topic as the world recognizes the need to protect our planet and its resources for future generations. Sustainability means meeting our current needs without compromising the ability of future generations to meet theirs. It involves long-term planning and consideration of the consequences of our actions. The goal is to create strategies that ensure the long-term viability of People, Planet, and Profit.
Leading companies such as Nike, Toyota, and Siemens are prioritizing sustainable innovation in their business models, setting an example for others to follow. In this Sustainability training presentation, you will learn key concepts, principles, and practices of sustainability applicable across industries. This training aims to create awareness and educate employees, senior executives, consultants, and other key stakeholders, including investors, policymakers, and supply chain partners, on the importance and implementation of sustainability.
LEARNING OBJECTIVES
1. Develop a comprehensive understanding of the fundamental principles and concepts that form the foundation of sustainability within corporate environments.
2. Explore the sustainability implementation model, focusing on effective measures and reporting strategies to track and communicate sustainability efforts.
3. Identify and define best practices and critical success factors essential for achieving sustainability goals within organizations.
CONTENTS
1. Introduction and Key Concepts of Sustainability
2. Principles and Practices of Sustainability
3. Measures and Reporting in Sustainability
4. Sustainability Implementation & Best Practices
To download the complete presentation, visit: https://www.oeconsulting.com.sg/training-presentations
"𝑩𝑬𝑮𝑼𝑵 𝑾𝑰𝑻𝑯 𝑻𝑱 𝑰𝑺 𝑯𝑨𝑳𝑭 𝑫𝑶𝑵𝑬"
𝐓𝐉 𝐂𝐨𝐦𝐬 (𝐓𝐉 𝐂𝐨𝐦𝐦𝐮𝐧𝐢𝐜𝐚𝐭𝐢𝐨𝐧𝐬) is a professional event agency that includes experts in the event-organizing market in Vietnam, Korea, and ASEAN countries. We provide unlimited types of events from Music concerts, Fan meetings, and Culture festivals to Corporate events, Internal company events, Golf tournaments, MICE events, and Exhibitions.
𝐓𝐉 𝐂𝐨𝐦𝐬 provides unlimited package services including such as Event organizing, Event planning, Event production, Manpower, PR marketing, Design 2D/3D, VIP protocols, Interpreter agency, etc.
Sports events - Golf competitions/billiards competitions/company sports events: dynamic and challenging
⭐ 𝐅𝐞𝐚𝐭𝐮𝐫𝐞𝐝 𝐩𝐫𝐨𝐣𝐞𝐜𝐭𝐬:
➢ 2024 BAEKHYUN [Lonsdaleite] IN HO CHI MINH
➢ SUPER JUNIOR-L.S.S. THE SHOW : Th3ee Guys in HO CHI MINH
➢FreenBecky 1st Fan Meeting in Vietnam
➢CHILDREN ART EXHIBITION 2024: BEYOND BARRIERS
➢ WOW K-Music Festival 2023
➢ Winner [CROSS] Tour in HCM
➢ Super Show 9 in HCM with Super Junior
➢ HCMC - Gyeongsangbuk-do Culture and Tourism Festival
➢ Korean Vietnam Partnership - Fair with LG
➢ Korean President visits Samsung Electronics R&D Center
➢ Vietnam Food Expo with Lotte Wellfood
"𝐄𝐯𝐞𝐫𝐲 𝐞𝐯𝐞𝐧𝐭 𝐢𝐬 𝐚 𝐬𝐭𝐨𝐫𝐲, 𝐚 𝐬𝐩𝐞𝐜𝐢𝐚𝐥 𝐣𝐨𝐮𝐫𝐧𝐞𝐲. 𝐖𝐞 𝐚𝐥𝐰𝐚𝐲𝐬 𝐛𝐞𝐥𝐢𝐞𝐯𝐞 𝐭𝐡𝐚𝐭 𝐬𝐡𝐨𝐫𝐭𝐥𝐲 𝐲𝐨𝐮 𝐰𝐢𝐥𝐥 𝐛𝐞 𝐚 𝐩𝐚𝐫𝐭 𝐨𝐟 𝐨𝐮𝐫 𝐬𝐭𝐨𝐫𝐢𝐞𝐬."
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Cracking the Workplace Discipline Code Main.pptxWorkforce Group
Cultivating and maintaining discipline within teams is a critical differentiator for successful organisations.
Forward-thinking leaders and business managers understand the impact that discipline has on organisational success. A disciplined workforce operates with clarity, focus, and a shared understanding of expectations, ultimately driving better results, optimising productivity, and facilitating seamless collaboration.
Although discipline is not a one-size-fits-all approach, it can help create a work environment that encourages personal growth and accountability rather than solely relying on punitive measures.
In this deck, you will learn the significance of workplace discipline for organisational success. You’ll also learn
• Four (4) workplace discipline methods you should consider
• The best and most practical approach to implementing workplace discipline.
• Three (3) key tips to maintain a disciplined workplace.
Putting the SPARK into Virtual Training.pptxCynthia Clay
This 60-minute webinar, sponsored by Adobe, was delivered for the Training Mag Network. It explored the five elements of SPARK: Storytelling, Purpose, Action, Relationships, and Kudos. Knowing how to tell a well-structured story is key to building long-term memory. Stating a clear purpose that doesn't take away from the discovery learning process is critical. Ensuring that people move from theory to practical application is imperative. Creating strong social learning is the key to commitment and engagement. Validating and affirming participants' comments is the way to create a positive learning environment.
Business Valuation Principles for EntrepreneursBen Wann
This insightful presentation is designed to equip entrepreneurs with the essential knowledge and tools needed to accurately value their businesses. Understanding business valuation is crucial for making informed decisions, whether you're seeking investment, planning to sell, or simply want to gauge your company's worth.
Affordable Stationery Printing Services in Jaipur | Navpack n PrintNavpack & Print
Looking for professional printing services in Jaipur? Navpack n Print offers high-quality and affordable stationery printing for all your business needs. Stand out with custom stationery designs and fast turnaround times. Contact us today for a quote!
LA HUG - Video Testimonials with Chynna Morgan - June 2024Lital Barkan
Have you ever heard that user-generated content or video testimonials can take your brand to the next level? We will explore how you can effectively use video testimonials to leverage and boost your sales, content strategy, and increase your CRM data.🤯
We will dig deeper into:
1. How to capture video testimonials that convert from your audience 🎥
2. How to leverage your testimonials to boost your sales 💲
3. How you can capture more CRM data to understand your audience better through video testimonials. 📊
Enterprise Excellence is Inclusive Excellence.pdfKaiNexus
Enterprise excellence and inclusive excellence are closely linked, and real-world challenges have shown that both are essential to the success of any organization. To achieve enterprise excellence, organizations must focus on improving their operations and processes while creating an inclusive environment that engages everyone. In this interactive session, the facilitator will highlight commonly established business practices and how they limit our ability to engage everyone every day. More importantly, though, participants will likely gain increased awareness of what we can do differently to maximize enterprise excellence through deliberate inclusion.
What is Enterprise Excellence?
Enterprise Excellence is a holistic approach that's aimed at achieving world-class performance across all aspects of the organization.
What might I learn?
A way to engage all in creating Inclusive Excellence. Lessons from the US military and their parallels to the story of Harry Potter. How belt systems and CI teams can destroy inclusive practices. How leadership language invites people to the party. There are three things leaders can do to engage everyone every day: maximizing psychological safety to create environments where folks learn, contribute, and challenge the status quo.
Who might benefit? Anyone and everyone leading folks from the shop floor to top floor.
Dr. William Harvey is a seasoned Operations Leader with extensive experience in chemical processing, manufacturing, and operations management. At Michelman, he currently oversees multiple sites, leading teams in strategic planning and coaching/practicing continuous improvement. William is set to start his eighth year of teaching at the University of Cincinnati where he teaches marketing, finance, and management. William holds various certifications in change management, quality, leadership, operational excellence, team building, and DiSC, among others.
15. 7. Section 280(2)(b) of the Duties Act
• Under section 280 (2)(b) of the Duties Act 2008, after the expiry of the time
provided under section 23 within which an instrument is to be lodged for duty
endorsement:
• a person who is not a party to the dutiable transaction effected by the
instrument, acts under the instrument,
• that person must, as soon as practicable, lodge the instrument or give notice
of the instrument to the Commissioner.
• Penalty is a fine of $20,000.
• Section 23 - “within 2 months after the day on which liability for duty on the
transaction arises”.