Business law research report on Legal issues and challenges of Mergers & Acquisitions in Business world

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Research report on:
Legal issues and challenges of Mergers
& Acquisitions in Business world
*********** | Business law | Fall 2016

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Table of Contents:
Introduction
3
Material and Methods
4
legal issues in Mergers and acquisitions
5
Challenges in Mergers and acquisitions
7
Major technical issues in Mergers and acquisitions
12
Conclusion & Recommendations
15
Bibliography / References
16

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Introduction
Mergers and acquisitions (M&A) is a general term that alludes to the union of
organizations or resources. While there are a few sorts of exchanges characterized under
the idea of M&A, a merger means a mix of two organizations to shape another
organization, while procurement is the buy of one organization by another in which no
new organization is framed. The term M&A likewise alludes to the division at money
related organizations that arrangements with mergers and acquisitions.
On 2006 march, Emirates Bank Worldwide (EBI) and National Bank of Dubai
(NBD) have declared to blend and to make one of the Center East's biggest manages an
account with resources of Dh 165 billion ($45.2 billion). The merger was affirmed by the
UAE government and made an anonymous element with Dh 65 billion ($18 billion)
higher resources than the nation's greatest moneylender National Bank of Abu Dhabi.
The goal of this merger was to make a solid element that would assume an overwhelming
part in the managing an account industry (Inlet News, Walk seventh, 2007). In October
2007, Emirates Bank Universal has converged with National Bank. This occasion made
another organization with joined resources of $47.1 billion - the biggest bank in the area.
At the season of declaration of the Merger, the EBI and NBD had a market estimation of
$12.03 billion. The merger was focusing to empower the UAE to contend in worldwide
markets and be better arranged for difficulties out of the UAE's anticipated Unhindered
commerce Assention (FTA) with the US. EBI had a solid brand picture and a vast retail
nearness, while NBD had an edge in the corporate keeping money. Both banks brought
qualities, supplementing each other. The new foundation offered a total range of
budgetary administrations to both retail and institutional clients, locally and universally.
Organizations overall finished about $5 trillion worth of mergers and acquisitions
in 2015, as per a few distributed studies. It was the greatest year for M&A action since
2007, the budgetary information supplier Dealogic said.
Richmond-region experts who work in the M&A showcase say they expect an abnormal
state of movement to proceed in 2017, as organizations keep on looking for approaches to

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fabricate business in a moderate development economy by getting or converging with
different firms. For example, Richmond-based bundling producer MeastWestvaco Corp.
finished a merger in 2015 with Georgia-based Shake Tenn Co., making a consolidated
bundling and paper items behemoth named WestRock Co. The organizations are as yet
dealing with their combination, which includes consolidating corporate staffs from the
workplaces in Richmond and Georgia.
Material and Methods
To write and conduct this report, I have been used different types of techniques
and research tools to gain information about the legal issues and challenges of Mergers &
Acquisitions in Business world by citing some practical examples to study it.
I used different history books which were available in the university library to know
about legal issues in Mergers and acquisitions.
To write about the Challenges in Mergers and acquisitions which the world businesses
are facing.
However, about Major technical issues in Mergers and acquisitions I have used different
types of materials as it was the most challenging part of this paper. Firstly I searched in
different countries news paper about the examples of M&A in the business world
For these sections I used the primary source the most, as I asked several business people
and some senior people about it. Also I’ve used some books and research report about
how the Merges and acquisitions is operated in the country.

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Legal issues in Mergers and acquisitions
Mergers and acquisitions occur for various reasons, from making an economy of
scale by consolidating operations, to item and administration expansion, to catching an
expanded piece of the overall industry, and numerous others.
From a legal point of view, there are a few things to consider that require an
accomplished mergers and acquisitions legal advisor. The most fundamental of these is
the means by which the arrangement will be organized. By and large, there are three
fundamental approaches to structure such an exchange.
Stock buy – the purchaser purchases partakes in the objective organization, in the
process gaining the advantages and commitments of that organization.
Resource buys – the purchaser gets a few or the majority of the benefits of the
organization.
Merger – the purchaser consents to urge the benefits of both organizations, making a
bigger, more gainful substance better situating it to do well in the commercial center.
Once a structure has been laid out, the gaining organization has a large group of other
lawful issues to be settled as a feature of the due ingenuity prepare. A few things to
consider will include:
Money related issues – Including an entire survey of the organization's past execution,
edges, projections, capital stores and the state of capital resources.
Client connections and deals – More than whatever else, this will decide the future
money related strength of an organization. Are there any continuous question with clients
or providers?
Protected innovation – What copyrights and trademarks does the organization have, and
to what extent will it be before they lapse? Does the organization have any innovation
licenses, basic programming required for operations or other exchange touchy properties
that are critical to pushing ahead?

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Case – What pending legitimate issues are confronting the organization? Are there any
against trust or administrative issues?
Charge issues – have government forms been petitioned for as far back as quite a while?
Are there any progressing reviews?
However, Articles 276 through 280 of the UAE Government Business
Organizations Law represent mergers and acquisitions. Application for merger and
procurement are loaded with the Government Service of Economy and Arranging. The
Government Service of Economy and Arranging and the powers that are worried with
authorizing in the individual Emirates are recognized as National Administrative
Agencies. The Elected Service of Economy and Arranging surveys the application to
continue with the merger or obtaining. There are a pre-merger and securing recording
prerequisites if there should arise an occurrence of a procurement as far as press-notice
that the "gained organization will stop to have a free corporate presence or distribution of
the merger in the business enlist is required three months ahead of time of the successful
date of the merger." (Lex Mundi Ltd, 2006). There is no size of move edge, no size or
turnover of the gatherings test, no issue of geographic degree or national market impact
of exchange with a specific end goal to make documenting or to get endorsement. The
documenting is required and exchanges can't be handled without the recording. The
documenting must be made no less than three months before the exchange to be
powerful. There is no programmed holding up period or time restricts inside which the
Administrative Office must act. In the event that the Service of Economy and Arranging
choose to challenge the exchange, it might withhold endorsement for the exchange,
ceasing the exchange totally. On the off chance that this happens, the cure of the
candidate can apply for optional help. There is no help as an issue of right, in light of the
fact that there is no hidden appropriate to have such exchange affirmed. Such alleviation
can be looked into by making a request of for reevaluation to the Service of Economy and
Arranging or by looking for legal audit. The Assembled Bedouin Emirates has no
antitrust law. Applications for mergers or acquisitions are not surveyed with antitrust
contemplations. Government endorsements are the matter o prudence, not a matter of
right. (Lex mundi Ltd, 2006).

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Challenges in Mergers and acquisitions
It’s a dependable fact that mergers have a tendency to fizzle. As per a KPMG
study eighty-three percent of mergers don't help shareholder return. Generally, around
66% lose esteem on the share trading system. The inspiration that drives mergers can be
defective and, by and large, the issues connected with attempting to make blended
organizations work are very concrete. Mergers are regularly determined for the wrong
reason: Dread. Globalization, the entry of new mechanical improvements or a quick
changing financial scene all affect the officials choices to consolidate or gain different
organizations. At the point when an organization is obtained or when organizations
combine, the choice is normally in view of an item or market fit, however worker
contrasts are regularly disregarded. It's a slip-up to accept that representative issues are
anything but difficult to overcome and Presidents that neglect to remember them, may
wind up thinking twice about it.
Correspondence challenges
In 2010, PWC directed a study on organizations that had finished mergers and
acquisitions. Correspondence challenges turned out as one of the top elements that
brought on organization cooperative energies to fizzle. Speaking with workers, enabling
them and making a culture for them to flourish are all central parts to joining. Whenever
mergers and acquisitions happen, representatives and administration are by and large left
oblivious. Dread and absence of answers discourage best administration from giving the
data that workers need to divert their activities in the blended organization. Gossipy
tidbits fill secret and vacuums, and representatives are left making inquiries like: "Why is
the association blending?"; "By what means will the merger influence my work?"; and
"What support will I get amid the combining procedure?" This absence of
correspondence makes doubt and vulnerability in the work environment, prompting to
lower worker engagement levels. Conveying is an expertise that ought to fall into place
easily, in any case it can be the hardest aptitude to learn. While dealing with any key
venture, for example, mergers and acquisitions, it's imperative to keep the workers from
both sides educated at all times. Educate the representatives of the advance of the

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coordination through various correspondence channels (messages, intranet, and so forth).
Monitoring the inquiries, concerns and fears that workers may have, and, proactively
imparting answers, will manufacture straightforwardness and trust, and prompt to an
effective merger.
BenQ reported a merger with Siemens without notice in 2005. The items the new
combined organization should deliver would be a flawless amalgamation of Asian
perceptual plan and German balanced specialty. Be that as it may, the obstructions of
interchanges and social contrasts amongst West and East, ended up being a
disappointment, as the organization wound up losing 800 million euros.
BenQ had no involvement in the field of portable business and basically not sufficiently
capable to handle business universally. Giving over Siemans to such an undertaking
made the workers of both organizations frustrated. The merger was considered a
monetary debacle (yearly shareholders' meeting of Siemens, 2007). Workers at the
recently combined organization had a sentiment disloyalty and they felt that they would
never teach confide in their psyches for each other.
Had representatives thought about such a choice well ahead of time, they would have
possessed the capacity to rationally get ready for such a circumstance. BenQ ought to
have built up a successful correspondence arrange before the arrangement had been
closed, remembering the contrasts between the two corporate societies.
From the earliest starting point, there were allegedly clashes between German
administration and the Taipei Base camp on the procedure of improvement of another
items. Amid the post obtaining stage, BenQ actualized a progression of key changes, and
anticipated that their German partners would consequently get it. They accepted that the
workers would collaborate with the new usage, however with huge interruptions going on
brought about perplexity and made misconstruing and mass doubt. When BenQ board felt
their German partners were not clinging to their requests, they would in this manner take
money related support from Siemens. This was viewed as cruel and coldhearted in
Germany, yet In Taiwan, in any case, this would have been viewed as a normal choice.

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This BenQ contemplate, demonstrates that if a viable correspondence arrange had been
executed well ahead of time, remembering the distinction in the corporate societies, the
obtaining would have most likely gone a ton smoother. Lacking such an arrangement
prompts to representatives feeling sold out, overlooked and unmotivated to work. In the
long run this brought about a high rate of representative turnover.
Representative maintenance challenges
Amid mergers and acquisitions, representative maintenance can be a test, the same
number of trust it can be a danger. Inalienably, numerous mergers and acquisitions
(M&As) bargains have maintenance issues, which result from negative dispositions felt
by workers. This can incorporate instability about the eventual fate of the association's
course, employer stability, view of absence of authority validity and sentiments of
perplexity because of absence of correspondence. Fundamentally, workers frequently
lose confide in their association and feel double-crossed by their authority. Amid this
sensitive procedure, it's basic to keep representative turnover low since business
congruity is vital to understanding the advantages of the merger. there can be likewise
huge monetary ramifications from the cost of contracting new workers. Besides, turnover
can bring about loss of information and client connections.
For the most part, workers can have a few responses with respect to the M&A. A merger
brings a few hierarchical changes, which can either prompt to stress, nervousness, part
strife or to the sentiment not being dealt with reasonably. These emotions frequently have
suggestions for the workers and their future at the association. Organizations must
proactively work to keep up or recapture worker trust to keep them and the scholarly
ability they speak to. Decrease and substitution systems assume a urgent part for the
incorporation of a M&A. Its up to administration to constantly speak with representatives
to make straightforwardness and address any worries they may have.
PepsiCo gained Kentucky Broiled Chicken in the late 1980s. The weight the procurement
put on KFC's administration, separated down the positions to whatever remains of
representatives. Administrators and workers alike were restless about the future and their
prospects for headway under the new possession. As per a Harvard Business Survey

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article, most KFC directors thought the new holding organization, PepsiCo viewed them
as unnecessary. A vast segment of KFC's top administration wound up leaving not long
after the procurement and the rest of a feeling of unease as the organization culture
moved.
The loss of workers amid the procurement procedure will unavoidably influences day by
day business exercises. This has a thump on impact down the progressive line and further
disheartens an as of now traded off workforce. Organizations thinking about an obtaining
ought to concentrate on holding key administrators for the whole deal. Neglecting to keep
a minimum amount of the old protect may set off a domino impact the association will
feel for a long time to come.
Social Difficulties
Mergers and acquisitions more often than not happen in light of the fact that money
related and business basis include, yet neglect to understand the social ramifications that
may happen. Different studies led on the result of M&A's demonstrate that 30% of them
flop inside three years, the greater part because of the abberations in authoritative culture.
Amid the procedure, it's anything but difficult to regard an imminent exchange as simply
mechanical and logical process. Be that as it may, the general population part of any
arrangement is constantly basic. Culture fits can give the affirmation that consolidating
two organizations bodes well.
Culture is the long standing certainly shared qualities, convictions and suspicions that
impact the conduct, demeanors and significance in an association. It's troublesome for a
combined organization to convey the way of life of the past associations, since workers
from time to time supplant their basic qualities and convictions over the long haul. By
and large, when mergers and acquisitions happen, they acquire shifts administration
practices and procedures, which can have pessimistic ramifications on the general
population at the association. A sudden move in these practices, conveys disturbance and
unease to an organization.
Pre merger due perseverance will remove all the quantifiable procedures inside an
association; however it's key to lead culture overviews to decide the standards inside both

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associations. Social impacts can possibly be expansive and broad. For instance basic
leadership at one organization can be total inverses to another, the administration style
could be tyrannical or consultative and the way individuals work could be formal or in
light of casual connections.
At the point when Daimler declared that it would converge with Chrysler it was known as
a merger of equivalents, as both worked in a similar industry and viably created a similar
item. Be that as it may, Daimler had a culture of conservatism, efficiencies and playing it
'safe'. Chrysler was brave, various and imaginative. Months taking after the merger, it
was considered a disaster. Diverse organization societies had both Daimler and Chrysler
at war. Both organizations were generally unique on each level, including convention,
theories and working styles. German culture assumed control over the once laid back
culture at Chrysler. Representative fulfillment dropped to record-breaking lows and by
2000 the organization was making real misfortunes.

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Major technical and legal issues in Mergers and acquisitions
Abating development and higher money holds for expansive innovation
organizations may drive higher arrangement volumes and valuations, and incite expanded
M&A movement in 2014.
Volume
Deal volume for the technology sub-sectors of software, IT services, Internet/e-commerce
and hardware increased 3.6 percent in 2013 versus 2012.1 From a multiples perspective,
technology enterprise value to LTM EBITDA varied across the four subsectors,
increasing or staying constant in IT
services and software, while
decreasing in Internet/e-commerce
services and hardware.
Additionally, average deal value
increased in 2013 versus 2012
across the four technology sub-
sectors.2 This trend is due primarily
to an increase in "mega deals" —
transactions with deal values in
excess of $1 billion. The technology
sub-sector with the greatest change was hardware, which more than doubled the number
of deals completed versus 2012.3 There were 1,080 software sub-sector M&A
transactions in 2013, representing a 5.6 percent decrease in the total number of deals
compared to 2012.4 The total disclosed deal value of approximately $54.8 billion was a
16.2 percent increase from the approximately $47.2 billion disclosed in 2012 (Figure 1).5
The software sub-sector transactions with the largest deal values in 2013 were:
1 Capital IQ
2 Ibid
3 Ibid
4 Capital IQ with information compiled by Deloitte Corporate Finance LLC
5 Ibid

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 Hellman & Friedman, LLC’s November announcement of its acquisition of
Applied Systems, Inc. for $1.8 billion
 Cisco Systems, Inc.’s July announcement of its acquisition of SourceFire Inc. for
$2.4 billion in cash
 Nokia Corporation’s July agreement for a 50 percent stake in Nokia Siemens
Networks B.V. for $2.2 billion
 Bain Capital Partners, LLC’s May announcement of its acquisition of BMC
Software, Inc. for $6.9 billion in cash6.
Monetizing tech trends
Expanding quantities of innovation M&A arrangements are centered around
catching and adapting industry development patterns. Since many obtained organizations
are not substantial, in any case, it turns into an income cooperative energy play: How
does an acquirer rapidly separate esteem from a procurement, particularly on the off
chance that they paid a great deal for it, to meet shareholder and Money Road return on
initial capital investment desires?
Three tech patterns are catching the consideration of vital purchasers who are looking to
rapidly adapt their acquisitions: the mainstreaming of distributed computing; the quickly
rising idea of portability; and the developing utilization of enormous
information/business examination to enhance undertaking execution.
Cloud computing
The global cloud computing market is expected to grow at 30 percent CAGR, reaching
$270 billion in 2020.7 North America is the largest region in the cloud services market,
accounting for 63 percent of new spending on cloud services from 2013 through 2016.8
Gartner predicts continued strong growth in public cloud services, with a CAGR of 17
percent from 2011 through 2017. End-user spending on public cloud services is expected
to grow 18 percent in 2013 to $131 billion. By 2017, the public cloud services market is
6 $
Capital IQ
7 Forrester
8 Gartner; Forecast Overview: Public Cloud Services, Worldwide, 1Q13 Update

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predicted to exceed $244 billion.9 In addition, the emergence of cloud computing for
enterprises is increasing the popularity of SaaS as a distribution method. SaaS revenue is
forecast to grow at 16 percent annually through 2014 for the aggregate enterprise
application market.10
9 Gartner; Forecast Overview: Public Cloud Services, Worldwide, 1Q13 Update
10 IBISWorld; Visiongain; Ponemon Institute

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Conclusion & Recommendations
In conclusion, Mergers and acquisitions (M&A) is a general term that alludes to
the union of organizations or resources. While there are a few sorts of exchanges
characterized under the thought of M&A, a merger means a blend of two organizations to
shape another organization, while a securing is the buy of one organization by another in
which no new organization is framed. As it’s common in every business process there is
some complications. As M & A is a very big and complex business transaction process it
goes through many legal issues as discussed before also same technical issues as well.
I recommend that the business before merge or acquisition they must make a full
planning which involve all the aspects for all the departments of the organization and
make all the legal requirements met on the right way.
In arrange for M&A to be effective the smooth running of standard business must be
guaranteed. The nature of relations with clients of both the acquired and in addition the
obtaining organization ought not experience the ill effects of the M&A. This reality will
be specifically pertinent, if staffs are stressed over their own future. It is the errand of the
work force office to keep these disturbances to a base by taking plan of action to a staff
controlling acclimated to this specific circumstance or by adjusting a fitting
correspondence procedure.

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Bibliography / References
1- Auerbach, A. J., & Reishus, D. (1987). The impact of taxation on mergers and
acquisitions. In Mergers and acquisitions (pp. 69-86). University of Chicago
Press.
2- Berger, A. N., Saunders, A., Scalise, J. M., & Udell, G. F. (1998). The effects of
bank mergers and acquisitions on small business lending. Journal of financial
Economics, 50(2), 187-229.
3- Bleeke, J., & Ernst, D. (1993). Collaborating to compete: using strategic alliances
and acquisitions in the global marketplace (No. HD69. S8 C65 1993).
4- Bruner, R. F. (2004). Applied mergers and acquisitions (Vol. 173). John Wiley &
Sons.
5- Buono, A. F., & Bowditch, J. L. (2003). The human side of mergers and
acquisitions: Managing collisions between people, cultures, and organizations.
Beard Books..
6- Cartwright, S., & Schoenberg, R. (2006). Thirty years of mergers and acquisitions
research: Recent advances and future opportunities. British journal of
management, 17(S1), S1-S5.
7- Coyle, B. (2000). Mergers and acquisitions. Global Professional Publishi.
8- Datta, D. K., Pinches, G. E., & Narayanan, V. K. (1992). Factors influencing
wealth creation from mergers and acquisitions: A meta‐analysis. Strategic
management journal, 13(1), 67-84.
9- Faccio, M., & Masulis, R. W. (2005). The choice of payment method in European
mergers and acquisitions. The Journal of Finance, 60(3), 1345-1388.
10- Hagedoorn, J., & Duysters, G. (2002). External sources of innovative capabilities:
the preferences for strategic alliances or mergers and acquisitions. Journal of
management studies, 39(2), 167-188.

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11- Hagedoorn, J., & Sadowski, B. (1999). The transition from strategic technology
alliances to mergers and acquisitions: an exploratory study. Journal of
management studies, 36(1), 87-107.
12- Hitt, M. A., Hoskisson, R. E., & Ireland, R. D. (1990). Mergers and acquisitions
and managerial commitment to innovation in M-form firms. Strategic
Management Journal, 11(4), 29-48.
13- Hitt, M., & Pisano, V. (2004). Cross-border mergers and acquisitions: Challenges
and opportunities. Mergers and acquisitions: Creating integrative knowledge, 45,
59.
14- Larsson, R., & Finkelstein, S. (1999). Integrating strategic, organizational, and
human resource perspectives on mergers and acquisitions: A case survey of
synergy realization. Organization science, 10(1), 1-26.
15- Morck, R., Shleifer, A., & Vishny, R. W. (1990). Do managerial objectives drive
bad acquisitions?. The Journal of Finance, 45(1), 31-48.
16- Piloff, S. J., & Santomero, A. M. (1998). The value effects of bank mergers and
acquisitions. In Bank Mergers & Acquisitions (pp. 59-78). Springer US.
17- Rossi, S., & Volpin, P. F. (2004). Cross-country determinants of mergers and
acquisitions. Journal of Financial Economics, 74(2), 277-304.
18- Sudarsanam, P. S. (1995). The essence of mergers and acquisitions. Pearson PTR.
19- Walsh, J. P. (1988). Top management turnover following mergers and
acquisitions. Strategic Management Journal, 9(2), 173-183.
20- Weber, Y. (1996). Corporate cultural fit and performance in mergers and
acquisitions. Human relations, 49(9), 1181-1202.