Leadership and Ethical Decision Making

The Board in charge of every firm has the responsibility to come up with, and record in writing a code stating the processes and practices that the company should follow for fair UPSI disclosure, as per the principles given in the Regulations; Schedule A. Schedule A gives specific minimum standards such as equality in accessing information, policy publication e.g. those about dividend, pursuits of inorganic growth, meetings and calls with analysts, recording the meetings and calls in writing among others. Furthermore, the Boards in charge of all listed market intermediaries and corporations are required to come up with a code that regulates, supervises and makes reports of trading activities by the staff and any other connected party (Nishith Desai Associates, 2016).

Any employee of a Company is allowed to present a complaint, which should be made with no ulterior motive or out of reasonable belief about any issues in the Code, to the Company management without being afraid of retaliation or reprisal. To the highest possible extent, the complainant's identity should not be disclosed. Some of the issues to be reported are auditing or accounting issues. The Company works to comply with every law applicable, including regulations and laws on securities, accounting controls and standards as well as audit practices (Jefferies Group LLC, 2017). With the aim of facilitating the presentation of complaints by employees, the procedures below have been created;

i. the retention, receipt and handling of complaints about accounting, internal controls on accounting or auditing issues, also known as "Accounting Matters", and any other issue within the Code;

ii. the undisclosed, anonymous presentation by employees regarding concerns about suspicious auditing or accounting issues or any other issue stated in the Code.

The Company shall not demote, dismiss, threaten, suspend, discriminate against or harass an employee within the terms of employment as a result of a lawful action by the employee with regard to reporting a complaint in good faith about auditing issues or any issue in the Code or as stated in the 2002 Sarbanes-Oxley Act (Section 806). If a person is discovered to have mistreated an employee for reporting an issue and/or taking part in the investigation of such allegations, s/he will face disciplinary action which could go as far as dismissal from office. On the other hand, if an employee intentionally or carelessly makes a false accusation, they may face disciplinary action, which could also go as far as dismissal (Jefferies Group LLC, 2017).

Mergers and acquisitions create economies of scale as well as synergies, reducing costs while increasing operations. Investors can be at rest knowing that after a merger, the market power will grow. Nonetheless, M&A needs to be reinforced with compliance to the regulations of the country in which it occurs (Sanjeev Kumar & Sambit Kumar, 2013). In spite of the fact that it is commonly known that short-term national, foreign and state returns on income tax will in most cases be needed for the targeted company from the time the tax year of the target begins to the day the acquisition occurs, it may be difficult to manoeuvre through completing the tax returns (Sayuk, Fricke, Naughtin, & Dugger, 2012).

Many tax service personnel may be completely involved in the preparation of returns. In order to achieve simplicity, the short-term return preparations are mostly done by the service provider that prepared the target's returns for the previous year, regardless of whether a different service provider ultimately covers the surviving firm's tax function.

No matter which tax service provider eventually completes the short-term returns of the target, relationships should be kept through the whole process of transition. Most of the information is required to be acquired in the process of due-diligence. However, the surviving firm can still be in a way reliant on the tax preparer of the target firm to acquire the return preparation information, obtaining access to previous year supporting information, understanding previous and present annum tax positions as well as better understanding of the target as a whole.

Before short-term returns are prepared and filed, the due-diligence reports should be reviewed in order to make sure the tax exposures pointed out have been dealt with, the carry-forwards of tax attribute have been finalized and the jurisdictions in which filing obligations had been discovered as well as those in which final returns can be used are identified.

The short-term returns of the target company need to be assessed to ensure they deal with matters regarding acquisition. One such issue with the tax returns is if the limitations on tax attribute as per Sec. 382/383 disallows the use of the target firm's tax attribute as a result of the change in control that occurs after the acquisition. In addition to this, companies should understand the transaction-related expenses that the target may reduce, which may require complex evaluation.

The aim of the Company in conducting its operations is to offer quality customer service and still be as ethical as possible. While we conduct our business operations, we need to, at all times, ensure that we are complying with the regulations and laws that apply to us. These should include, where suitable, the regulations of self-regulatory companies like the NYSE or FINRA, which the Firm belongs to (Jefferies Group LLC, 2017). Companies that are successful in combining their intangible assets are expected to give higher returns. Nevertheless, the struggles that come with the combination of intangibles such as human learning and understanding, rather than physical machinery and plants, will give a higher variance in the overall returns. By examining a variety of mergers, writers explain that the consolidated intangible assets share and the returns variance are positively linked. They show greater returns from successful deals but a greater risk of destruction of value overall. Regulators are required to be appropriately sceptical regarding synergies, which could be more difficult to analyse than technical efficacies and those for which determining the value that consumers will gain will be difficult, since the customer benefits are in most cases measured through new or better products that are not yet existent (Grant & Neven, 2005).

The Company requires every employee to be in compliance with the spirit and letter of every law applicable. The Firm's senior managers should always be notified immediately of all issues that come to one's attention that may have an adverse effect on the Firm's reputation. These issues include formal and informal government investigations or investigations by any self-regulatory authority. The Firm requires its staff members to be truthful and fully cooperative with its external and internal auditors as well as attorneys. Lack of cooperation with internal investigations or investigations by self-regulatory authorities or the government may lead to disciplinary action, which can go as far as dismissal (Jefferies Group LLC, 2017).

The Company depends on every staff member to maintain the Doctrines followed by the Firm and included in the Company website. The Doctrines call for fair treatment of clients, suppliers, service providers, competitors as well as each other. Unfairly taking advantage of these parties by concealment, manipulation, and misuse of privileged data, material fact misrepresentation or any unfair practice in dealing violates the Code (Jefferies Group LLC, 2017).