Leveraged buyout refers to the acquisition strategy whereby the target companies is acquired with the help of borrowed money usually bonds or loans. The acquiring company usually borrows money to buy another company and thus minimum equity is involved. Usually LBOs work on the principle of 90/10 debt-equity ratios where 10% money comes from the acquiring company while ninety percent is borrowed funds. Li JIN and Fiona WANG (2001) write: "Most financial dictionaries define a leveraged buyout (LBO) as a debt-financed transaction, typically via bank loans and bonds, aimed at taking a public corporation private. Because of the large amount of debt relative to equity in the new corporation, these bonds are typically rated below investment-grade, and are properly referred to as high-yield or junk bonds." There are five important characteristics of LBOs including 1) less equity more debt 2) the bonds are known as junk bond because of their below-investment status 3) LBOs take place when a public company is turned private 4) or when a divestiture is involved 5) It is a high-risk acquisition. LBOS have their merits and demerits because of its high-risk nature. Some researchers believed the LBOs have a positive impact on the acquired firm because there are fewer management conflicts. PHILIPPE DESBRIERES AND ALAIN SCHATT write: "The LBO is generally supposed to bring about a positive transformation in the organization's structure and in the contractual relations between the firm's managers and its various financiers. Jensen (1989) reports that organizations involved in LBOs, in particular those engaged in low-growth or no-growth sectors, will face fewer problems concerning management incentives and control than other companies." But there is a downside to LBOs too. Since a major portion of funds has been taken from banks or other financial institutions, there is a risk of possible early exit too. If a company fails to stay productive and profitable in the first few years, there is a chance that it might fail to repay the loan, which can annulment of acquisition.
Merger and joint ventures are completely different forms of cooperation and therefore must be studied as such. Merger refers to collaboration of two separate companies whereby one company feels it can benefit by joining forces with the other and this results in a bigger and more powerful but one company. The separate organizations may or may not retain their individual names but according to the law, they would be regarded as one. The following definition of merger is taken from a website: "A merger is an integration that includes the integration of all programmatic and administrative functions to increase the administrative efficiency and program quality of one or more organizations. Mergers occur when one or more organizations dissolve and beco4me part of another organization's structure. The surviving organization may keep or change its name. A merger also occurs when two or more organizations dissolve and establish a new structure that includes some or all of the resources and programs of the original organizations." (see reference 3)
In a joint venture on the other hand two companies decide to invest in one project and profits are shared according to the level of investment made by each. In joint ventures, both companies retain their identity and are legally regarded as separate corporations but they decide on enter a project or venture together. The website adds: "A joint venture corporation is an integration that includes the creation of a new organization to further a specific administrative or programmatic end of two or more organizations. Partner organizations share governance of the new organization."(see reference 3) These two types of cooperation between organizations are dissimilar in most ways and the legal restrictions that apply to them differ subsequently. However the only similarity between joint venture and merger stems from the fact that now two instead of one company would be governing of the new organization or project.
Divestiture refers to forced separation of one organization's various...
Merck Novartis Merck and Novartis Financial Statements 2012 Balance Sheet • What components of stockholders' equity do each of the companies disclose? Merck & Co. provides a consolidated statement of stockholders equity on their balance sheet. They disclose the number of shares, share types, retained earnings, and some historical data (Merck & Co., 2013). Novartis provides a much more thorough and detailed report of their shareholders equity in their annual report. Not only do they
Corporations have many stakeholders, of which the shareholders are just one group. There are also, for example, creditors, employees, suppliers and customers. In the case of pharmaceutical giants, society at large is also a stakeholder of a sort. The products a company like Merck develops improve the health and well-being of the population at large. Government can be said to be the stakeholder that represents this interest. In the case of
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Merck and Vioxx -- Research Data How did Merck misuse research data to support their decision for marketing the COX-2 Drug Vioxx? In November of 1998 the pharmaceutical company Merck submitted Vioxx's application to the Food and Drug Administration seeking approval for the COX-2 inhibitor drug, as a treatment for osteoarthritis, on the basis of clinical trials involving 5,400 patients. Merck said the rates of cardiovascular risk were "similar" among patients taking
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