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Acquisition & Merger- Governance issues


governanceThe buzz surrounding Corporate Governance is on an all-time high in this decade of Enron, Worldcom and Satyam. The severe repercussions faced by every common person of our global business ecosystem has suddenly made Corporate Governance a common phrase for every stakeholder in economy.

Typically, Corporate Governance gives vibes of a crisis, due to the numerous and big business failures we have faced in last few years. However the goal of Corporate Governance is much more positive. Put simply, Corporate Governance is about promoting Corporate Fairness, Transparency and Accountability towards all stakeholders – shareholders, employees, customer, suppliers and immediate community. It thus works as a corrective mechanism which ensures sustained benefits for all stakeholders. The role of Corporate Governance becomes even more critical in case of mergers. In today’s brief session, we would discuss certain aspects Corporate Governance and see how it takes care of shareholders, employees and community.

Lets talk about shareholders first

The most important issue concerning the shareholder is likely the impact of the merger on the valuation of their equity capital. This is justified on the basis of the acquiring company expertise, inputs, synergies; etc the acquired business would lead to improved cash flows than what would have been possible had the business continued on its own.

It is necessary in case of acquisition to insure that promoters or controlling group of the acquired co. or their associates do not compete with the acquiring co. in the same line of business for a reasonable period of time.

One or more directors of acquiring co. may be on the board of the acquired co. If so there would be apparent perception of conflicts of interest even though the individual must be acting in the best interest of the shareholders.

Good practice demands that interested directors disclose their interests as required by law &they must refrain from exerting any direct or indirect exercise.

Even in respect of valuations, it is good practice to employ two set of valuers to conduct the exercise. One set of valuers should be appointed by majority sh. Holders & another should represent the minority interest.Their independent valuation could be discussed and reconciled to arrive at fair value.

So can the attempt of CEO of Satyam computer, Ramalinga Raju, to purchase the twin company Maytas infra and Maytas properties be regarded as an attempt to bypass the principles of Corporate Governance?

The decision was not made taking into confidence all the stakeholders. The two sons of Raju were major interested party in the twin companies. The deal would have made the cash rich Satyam into a debt ridden company as it’s entire holding of $1.3 billion cash would have gone to Maytas Properties and in Maytas Infrastructures. Importantly, Ramalinga Raju was holding only 8.5 per cent stake of Satyam computer to take such critical decisions! The economic  rationale of entering real estate in name of diversification is already a much discussed topic and I need not elaborate further

Thus, leading to the fall of India’s 4th largest software co.

From perspective of employees, it is important to note that since

The merged business is virtually independent of operations of acquiring co., there is bound to be duplication at management & supervisory levels in a combined entity. For example, the CEO of the acquired co. is retained to be head of combined operations. Employee of acquired co. will be concerned that their chief is crossed over to other side while those of the acquiring co. will fear that now head will favor his earlier team. Such situations should be tactfully handled with full transparency and adequate communications. Managing workmen at junior & middle level is also a sensitive component.

Let us understand it through example of HP –Compaq merger

Hp-Compaq made a huge and disciplined effort to smartly and sensibly deal the people’s issue. After the initial announcement, the first step they took was to place face-to-face the troops, and share with them as much information as possible.

They established a merger mentor program, whereby they put all their people managers through a training course designed to help them more effectively lead their team in a period of ambiguity and uncertainty. They also ran a weekly management teleconference; open to all managers, where they could discuss how the business was traveling, and many other issues people wanted to bring up.

One very important thing that they did in the period was to roll out a series of aggressive performance targets for the business to achieve together with the associated demand-generation programs. The level of detail in the planning was really apparent. On the day the new company launched, the top three levels of management had already been appointed globally, the product road maps had been finalized, the new web site was up, and an enormous amount of analysis had been done of key customer accounts.

This high level of readiness was a result of the level of resources dedicated to Corporate Governance aspects of their merger.

Corporate Social Resposibility is increasingly becoming a critical component of successful Corporate Governance

The acquired co. may have undertaken certain corporate social responsibility programmes. In the event of any alteration in these programs, the decision should be properly and timely communicated so that misrepresentation or misunderstanding do not happen.

Arcelor Mittal’s merger in Year 2007 is a good example of high standards & best practices of Corporate Governance in several aspects. The management developed a detailed community engagement manual for this merger.

The engagement process helped local operations map their different stakeholder groups, understand their issues, and develop effective action plans, which could be monitored and measured.

Each local CEO was accountable for the corporate responsibility programmes in their area, and  expected to put in place a clear management and governance structure to help them do this. A key element of this was establishment of local corporate responsibility forums to review and monitor local progress. This included line managers from Human Resources, Environment, Health and Safety, Legal, and other operational departments.

The company too developed action plans in partnership with regional management for governance structures, policy development, stakeholder engagement programmes, audit processes, training, and the selection of metrics and targets to assess performance.

Corporate Governance is an emerging field. Its more than mere art and science. Its more to do with ‘ethical quotient’. The focus of Corporate Governance, despite its popularity, is still more on standards and compliances procedures. While that is extremely necessary, what is even more important is to educate companies, corporations, decision makers and stakeholders on how highest levels of ethical standards alone can ensure sustained growth, avoidance of unwarranted crises and provide any meaning to their relentless pursuit of profit maximization. Examples of recent Corporate Governance failures reinforce the childhood lesson of ‘As you sow, so shall you reap!’. In today’s connected world, ‘Any deviation from highest standards of ethics will eventually come back to you with much more magnified impact’. This should be imbibed in the system and Corporate Governance should ideally become not an external enforcement but an internal motivation for everyone. This is more so valid in the sensitive matters of mergers and acquisitions.

Professional ethics- Success mantra


Ethics vs ....

In today’s connected world, “countries, governments and companies also have character, and their character is how they do, what they do, how they keep promises, how they make decisions, how things really happen inside, how they connect and collaborate, how they create trust, how they relate to their customers, to the environment and to the communities in which they operate .

In short, how they do is becoming more crucial than what they do.

To a large extent many financial institutions had stopped asking how they were making money, as long as they continued to make more money. How often do we see this manifested in the organizations we worked for and represented? We were so intent on a goal that we lost sight of how we are going to accomplish that goal and the potential destruction we left in the wake of getting there.

This is about the value that developed in the market in recent years. We moved away from the old cliché ‘my word is bond’ to a culture and atmosphere where, I don’t need to think about the underlying right or wrong, suitability or unsuitability. So far there is a market for it.

But the recent economic holocaust seems to have revived the relevance of the old cliché.

The corporate scandals that have rocked Wall Street have shaken the public’s trust in the way companies do business. In midst of these changes, increased connectivity now enables greater access to information that was once private and hidden away from public. The only way for companies to thrive in this new transparent world is to put professional business ethics at the core of how they conduct business, demonstrating that they have nothing to hide.

Just to give an idea of what it means let us look at recent brushes of some leading corporate and its subsequent effects.

Enron – an accounting scandal, leading to destruction of evidence, shredding of important documents whilst keeping shareholders completely in the dark with artificially bloated stock prices and false earnings.

The result: The largest corporate crime of the present era, the company goes bankrupt, thousands lose their savings and the story is still being talked about as an example of what not to do in corporate/business ethics violation.

The Satyam story is already making headlines in the newspaper.

We also have example of Tyco International which became embroiled in a massive scandal in 2002. However it was able to act quickly & rebuilt its corporate reputation. It made a turnaround with specific emphasis on Professional Ethics in 5years.

So let us look at some of the success mantras in Professional ethics:

  • Mentoring and education

In Tycos case, they renewed its focus on “mentoring, teaching and education” of Tyco employees at all levels of the company — especially new hires.

In fact, Companies that want to avoid corruption must develop ongoing programs to train and mentor “high-integrity” employees.

  • Web of accountability

Companies must develop a web of accountability around employees at all levels of management — including the chief executive officer. These systems of checks and balances must include a discipline process to hold people accountable for ethical violations

  • Engaged shareholders

Too many investors simply care about the bottom line, and they don’t pay close attention to issues such as ethics and integrity as long as their stock values are climbing.

This apathy comes with a price. Boards and senior leadership teams that want to protect shareholders must develop and implement sophisticated reviews to evaluate the character of senior management.

Tyco too, after the fallout in the 2002, Tyco established an ombudsman, a senior vice president of corporate governance and an internal auditor who all report directly to committees of the board of directors.

“Those committees had the right to select and remove the people in those three jobs..

Our own Tata is a great example where corporate ethics is written in the form of a rule book adhered to call the famous “TATA code of conduct”. I believe the TATA’s are a respected business family in India for the last 100+ years and their code of conduct is something to cheer for!

Companies – large or small – should conduct themselves in a proper way if they are to succeed and maintain their competitive advantage in today’s hyper competitive world with skills of ‘integrity’, ‘ethics’ and ‘transparency’.

Many corporations are stepping up their efforts to apply these three lessons.

Even individuals must decide before they take any corporate job what their values are?

“I need you to ask yourself one question,” And that question is: What are the principles that you live your life by, that you’re willing to lose your job for? What are those non-negotiables in your life that you would stand for, no matter what?”

The world needs to initiate a fundamental review of its institutions – what a recent gathering of the World Economic Forum’s Global Agenda Councils called a ‘fundamental reboot’. To do this we will need to pass beyond the current ‘long age of forgetting’ – an age in which we have lost sight of the purpose of our core institutions and therefore betray them with blind hypocrisy. That is, we need to return to the ethical roots of society and the economy that is supposed to serve its interests.

This crisis has given an opportunity to rethink if ethics will simply disappear in the battle for survival, or if it will become the foundation on which we build our future.”

“What we now need is not a level playing field, but a loyal playing field,”

“We have thousands of pages of regulations, and countless publications and yet nobody could understand what happened. If you speak of uncertainty, the only solution is trust. And, trust comes from human values” & remember it all eventually comes back to you. More so quickly in todays connected world.

Be the Change You Want to See in the World

Roots of actual INDIA


It says 36-20-36…means the twenty – twenty game of CRICKET as mentioned by the famous journalist, editor, Barkha Dutta.

I was happy to here from a journalist that, these cheerleaders mixed up in games were just increasing the pervasive vulgarity, unlike Karan thapar who takes all this very casually as a sign of our culture.
But question arises that whatever they write, do they follow the same or say somewhat reflect in there acts? NDTVs editor- Barkha Dutt writes well about comparing naughty Britney Spears with chulbuli Rakhi Sawant as a symbol of tawdriness of western culture accepted by Indians. She highlights points to stop the overspreading vulgarity, earthiness, offensiveness and thereby makes us understand the roots of Indian culture and its value.

Thank you to highlight some other Breaking News Barkha ji, atleast in a better off way. But please make me understand one thing.. you as a media person, highlighting these people and its vulgarity. Being the Managing editor, what steps are you taking to stop this cleavage show? Before getting on to say the whole media and its displays, what is your initiative to stop the scurrilous ness in your own channels, the so-called NDTV.

I was glad to read and implement on your ground, but the dual character of the society reflects here dear. You are the medium and we mere users. You have the responsibility to form our opinion, our judgments by revealing TRUTH. Truth in all aspects.
Media has the power of written, visual, audio, sensation and feel. The five senses are all with you, in your own hands. When your own anchors display clothes of designers backless, cleavage revealing, and sexy short, when they highlight all glam fashion shows reflected in Showbiz, when you as media make these film stars as idols for the society. You are decaying the roots.
The child before growing starts thinking of Sex, money and fame, because of you.
Is it a fair game then?

Cheerleaders!! Who brought them? Who censored them to entertain? Shahrukh or Vijaya mallaya who himself spends time with swimsuiters, no Priety Zinta, who is again a sex top actor. This is western style of attraction, to get crowd. Unfortunately, in INDIA it is through….UNITY. May be that is the requirement of the west, because they do not have unity. The unity, which India has. We are not people who celebrate Mothers Day once in a year or be friends for a week. We are the people who have respect, love and care for every one in all times. That is why we manage well all religions under one head. We are the people who can die for self respect, Character, principles.
Do Westerners know what WE mean?

We are our power to include all.

They lack the cheers from the nation, but our grounds are always full to hearten our representer. Because, we are ONE.
We are not orthodox or narrow minded, but we have character to protect our mother, daughter or sister or wife.
Its hard to be human beings.. Request you to be one.

Films beyond its vulgarity


Salman Khan will now charge 50crore in competition to Akshaya Kumar who poses 40crore for a movie. Hello! Are we open with our mind? If each star, each co actor is charging in crores…Then where is this whole fund flow coming from? From where is this idiot market surviving?
Underworld! Smuggling, black money- the only major source of income in an unorganized set up of FILM PRODUCTION. Silent in its act and are government is too kind to grant them all. The government can put case on case, hang till death for every mere crime but for these stars the cases are pending.. Asusual on bail, even if they have killed several innocents, keep unlicensed pistol, do animal pouching, or do all kinds of illegal activities but still never feel ashamed to act ideology of our respectable Gandhi for Non violence or imitate great legends. Our idols, our dream stars, our fighters, our reel heroes are Real misers in the real life. Pending with so many allegations, accusation, contention, court cases and what not?

But No why do we care about there personal lives. They entertain us and we enjoy it. That is it. The deal is over. RIGHT?
Okay let me go out of the way, if some one rape your sister or say kill your own brother, or molest your mother, then too will they be entertaining you. Answer lies right here.

We as human beings are social beings not animals to just solve our deal and let it go. We have been certainly gifted with some sense, mind to control and think. Are we? Then why do we forget and make life “practical”, so selfish. Just may be restricted to our family or relatives, or your family only, or your wife only, or just you only, WHY?

Films make one crazy and become the biggest source of entertainment, without any knowledge lesson but just illusionary defects. The all-evil world. What does it all depict, violence, No! sex, romance, No! family problems, No na now days witches in a happy family. WOW! Our entertainment can only lie in these destructive, lustful things.
Films were just a way to convey a message, some knowledge in an illustrative manner. But, now it’s just about money, fame and sex. Not only its depiction, but also now in personal, social lives too. They influence us, our mind, thoughts, actions gets restricted to this glamorized people, there cheap fashion trends, skinny clothes and revealing cleavages. Aaks ..

People get above the level you are. Don’t act dumb. Being silent will destroy your future. See the clear face of this industry. Black money, underworld, cheapness, vulgarity. What more examples to bring one right.

Positivity once read or thought survives forever, just implementation is a battlefield.
I know the pressure of the society is too much, because of blindness. But, if you are now blessed with six by six then help others to envision too.

Truth always triumphs!

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Children of metropolitan slum area


The story of metros is not been hidden from anyone, here who has power is sky scraping and the others mud thrashing. The city is well defined as “politician in its disposition”.
It is the area where lacs of people come to have better living, high income and a good healthier life. Overall can make themselves associate with the globalize world and its development.It is a possibility for the rural or suburbs areas to en route them towards an improved existence.

Children as the sign of the future of any country are groom to perk up the system, but due to high rate of urbanization the system has been confront with many challenges, that is, coming up of chauls, slums, suburbs, where these migrated or economically down people make there survival. These people though living in metro suffer form the monetary harassment and craft there life as hell. Children up bring being a factor also makes them wander, for a better future of there presentand for this all that hard work is done. Now the question arises are they successful in there dreams? Do children get the quality education, morals, and examples? And if NO, then where do these little flowers land up?

The answer is 60% of children used on traffic signals as beggars by disabling them, dressing them in different forms of pain and misery, as pick pocketers, as railway bus singers, as prostitutes, as tamasha players.. and what not? The next batch of 30% becomes servant (child labour). And rest 10% as part time schooling and part time workers. This is there present state of children in n slum areas of metros. To earn there livelihood, each one has to work to meet its end. The condition is further brutal than stated. They are been camouflaged from there youth and the economy, the country as a whole is loosing the valuable asset for its edifice.

We all as social beings shout for ban on child labour, trafficking, but have we ever thought, then how these people will survive? How will they earn livings for mere needs of Roti kapda aur makkan?

If you really want to help then think for –
What are the ways we can bring them up? What strategy we as humans can formulate to help these downtrodden masses? And how we can influence our government to congregate them and lend a hand to each to anticipate and make themselves as great as our great leader.

Give your suggestions and I will keep on adding it as and when they come.
From both ends- mine and yours.. :)

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Veracity in the reality shows


It has been a long time since the chapter of Reality show started with singing, dancing, acting and living, attracting of heaps attention, though it is not only common, also an uncommon tool to exert a pull. But the blind faiths cannot stop getting fascinated by the stupid illusionary fate, where everything is just self created or pre planned and all together a deliberate effort. Reality Wow! it is an alluring term to magnetize the crowd and make them waste there earnings, savings all to earn great returns on a casino game, where everything is in monetary terms and by honey(mooneey). Who pays more gets more and so on so forth.

I will state you a personal experience, my colleague went for the renowned Indian Idol I auditions. The procedure afixed -calling, filling up form etc was all denied and walk in started.Good for Indians… but then who was the judge? Of course, you dreamt of Anu malik, Farah khan and Sonu nigam but sadly, the judge was some other girl who was prearranged to create groups and select/reject out of her choice. In addition, then how did the presentation come out to the viewers of all that mad mix paid singers who were so weird to act, sing and entertain with emotions and melodrama? How one got the opportunity to meet the esteemed judges? Also if that was how come stupidity and sheer scenes were highlighted and allowed to waste the precious time of audience.

Huh! This is one such example out of the hundreds running and hundreds of such brainlessness is in them to destroy the future of our country. No reality programme is real, it is just a PR strategy to grab attention and increase the TRP. Its another way to deviate students and make them play tambola with there life. Keeping all ambitions aside they plan a painless way however once they enter , distinguishes the real- and reality in them an inside story. Shattering all dreams, they even have to sell themselves to become big hits.

I am here to revolutionarise this society set up, by questioning each wrong and putting up my right examples.

Are you there with me?

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