Reasons for Mergers

In general, a merger can be defined as the integration of an acquired company into the existing, acquiring company. In terms of finance, an acquiring company purchases the majority of shares from the acquired company, thus merging both assets into one expanding share. A merger tends to be a permanent arrangement and usually the company who acquires the shares retains its namesake. The International Competition Network identifies three major types of merger transactions: Share Acquisitions, Asset Acquisitions, and Joint Ventures. A share acquisition is defined by obtaining a controlling equity interest in the target such that it can exercise ‘decisive influence’ over the target’s business operations. On the other hand, an asset acquisition is defined as a “buyout strategy” in which valuable elements – rather than shares – of a financially unstable company are purchased. Furthermore, the acquiring company can choose which specific assets or liabilities it wants to purchase. Continue reading

Meaning of Demerger

It has been defined as a split or division. As the same suggests, it denotes a situation opposite to that of merger. Demerger or spin-off, as called in US involves splitting up of conglomerate (multi-division) of company into separate companies. This occurs in cases where dissimilar business are carried on within the same company, thus becoming unwieldy and cyclical almost resulting in a loss situation. Corporate restructuring in such situation in the form of demerger becomes inevitable. Merger of SG chemical and Dyes Ltd. with Ambalal Sarabhai enterprises Ltd. (ASE) has made ASE big conglomerate which had become unwieldy and cyclic, so demerger of ASE was done. A part from core competencies being main reason for demerging companies according to their nature of business, in some cases, restructuring in the form of demerger was undertaken for splitting up the family owned large business empires into smaller companies. The historical demerger Continue reading

Value Chain Analysis – Porter’s Value Chain

The concept of Value Chain  was propagated by Michael Porter  in the 1980s  in  his  book  “Competitive  Advantage:  Creating  and  Sustaining Superior Performance” (Porter, 1985),  as a tool of analyzing the firm’s internal environment and resource base. Value Chain Analysis  is an analytical tool that describes all activities that make up the economic performance and capabilities of the firm, used to analyze and examine activities that create value for a given firm. A firm can be conceived of an aggregation of discrete activities and the competitive edge arises based on how a firm performs these activities better than its competitors. The cluster of these activities is called the value chain. According to Porter:  “Competitive advantage cannot be understood by looking at a firm as a whole. It stems from the many discrete activities a firm performs in designing, producing, marketing, delivering and supporting its product. Each of these activities can Continue reading

Concept of Resource Based View (RBV)

The resource based view is defined as a business management tool utilized to know the strategic resources available to firm. The basic principle of the resource based value is that the basis for a competitive advantage of a company lies primarily in the application of the group of valuable resources at the firm’s disposal. In order to change a short-run competitive advantage into a maintained competitive advantage requires that these resources are heterogeneous in nature and not perfectly mobile. In other words, this will change into valuable resources that either perfectly imitable or substitutable without great effort. If these conditions are remained, the company’s group of resources can help the firm sustaining above average returns. The recent dominant view of corporate strategy   – Resource Based Theory or Resource Based View (RBV) of company – is based on the theory of economic rent and the view of the company as Continue reading

Business Reconstruction

In the case of business reconstruction, a new company (hereinafter referred to as ‘transferee company’) is formed, the existing company (hereinafter referred to as transferor company’) is dissolved by passing a special resolution for members voluntary winding up and authorizing the liquidator to transfer the undertaking, business, assets and liabilities of the transferor company to the transferee company.  The old company goes into liquidation and its shareholders, instead of being repaid their capital are issued and allotted equivalent shares in the new company. Consequently, the same shareholders carry on almost the same undertaking or enterprise in the name of a new company. Halsbury’s Laws of England defines business reconstruction thus:  “While an undertaking being carried on by a company is in substance transferred, not to an outsider, but to another company consisting substantially of the same shareholders with a view to its being continued by the transferee company, there is Continue reading

The Impact of Organizational Culture on Business Strategy

Organizational culture is an essential aspect to a company that can influence the strategy of the organization. Organizational culture can define as one organization share their own traditions, values, policies and attitudes during their daily operation. Organizational culture is a basement of company strategy. Company can achieve their business goal very easily if they put organizational culture into their business vision and mission; make sure the culture can match with company strategy, in this way company culture can push their business keep going. Each of organization has their unique culture which the company can benefit from it. The culture can give a large effect to employees, even the company’s customers. As long as staffs know about the culture of company, they know the core business of the organizational hence the strategies they make will surround the organizational culture and that will not deviate their organizational goal. On the other hand, Continue reading