Cooper Case

Executive Summary In the Case study, Cooper Industries is trying to acquire Nicholson File Company. However, there are two other companies that are interested in Nicholson as well: VLN Corporation and H. K. Porter Company. In 1971, VLN together with Nicholson management constructed a deal that, however, didn’t get the support from the majority of common stockholders. After having done a discounted cash flow analysis, I determined that Nicholson stock is undervalued. Also, Nicholson seems to be a good strategic fit for Cooper. Therefore, Cooper could acquire Nicholson on friendly terms with a relatively large premium to attract the majority of the shares needed. The problem for Cooper is to determine how best to acquire Nicholson and the adequate price to pay. 1. ) and 2. ) In my opinion, Mr. Cizik should make an attempt to gain control of the Nicholson File Company. Cooper Industries has been pursuing a policy of expansion through the acquisition of other companies and this strategy appears to be working well for them. They have acquired a number of companies and have been successful in integrating them into Cooper Industries. They have established three criteria that potential companies for acquisition must meet and Nicholson meets all three criteria. Nicholson holds 50% of the market share in files and rasps, its main products, therefore implying that Cooper could be a â€Å"major factor† in this industry. Nicholson is also a leading company in their markets and it is a stable company in terms of not being dependent on a few major customers. Nicholson has a great deal of potential for greater sales growth as it is only growing sales at 2% compared with the industry average of 7%. Due to the strengths of its products and distribution system they should be capable of raising growth rates to the industry average. The company is further desirable to Cooper as the two companies sales forces could be combined leading to cost savings. Nicholson’s European distribution system could also be very helpful in expanding Cooper’s sales in Europe. As Cooper Industries sells more of their product to industry and Nicholson to the consumer market by combining the companies they may be able to increase sales of both product lines to the market segment they are weaker in. All in all, Mr. Cizik should try to gain control on Nicholson File company as it seems to be a good strategic fit. 3. Nicholson’s firm value derived by the means of DCF analysis amounts to $ 39. 86 mio. After subtracting net debt, the value of Nicholson’s equity amounts to $ 28. 86 mio. meaning an equity value per share of $ 49. 42 (undervalued). This should also be the maximum price that Cooper should afford to pay for Nicholson. 4. Cooper analyzed the benefits of the merger with Nicholson. Cooper estimated that the cost of goods sold after acquiring Nicholson could be reduced from 69% of sales to 65% meaning a dollar value of this synergy of $ 11. 7 Mio. Also, SG&A could be reduced from 22% of sales to 19% of sales resulting in a dollar value of this synergy of $ 8. 45 Mio. These numbers are based on the combined net sales for 1972 using a 7% growth rate in sales from previous net sales (growth of industry level). The opposite distribution of business activity in business and consume r market is likely to result in revenue growth. The numerical effect of this revenue pulling, however, is highly vague at this point in time. 5. The exchange value Cooper could afford to pay out without causing any dilution according to my calculation is $ 37. 2 per share meaning an Exchange Ratio of 1. 55. Thus, we could offer 1. 55 Cooper shares for every Nicholson share they need. This amounts to 133,013 of Coopers shares for 86,000 Nicholson shares. If they wanted to pay cash for the remaining stocks it would then be $37. 12 * 86000 = $ 3. 19 mio. for the remaining stocks needed to gain control via 50. 1% of all shares. Despite the threat of EPS dilution, Cooper might be willing to pay a price higher than $ 37. 12, if the negative short-term effect will be outweighed by positive ones in the ong-run. In general, it is crucial to consider the effect of acquisitions on EPS as a significant, or enduring dilution of EPS will harm the corporation’s performance significantly. 6. I do recommend a loan as capital preferred financing structure. This use of debt rather than equity financing for the acquisition of Nicholson causes a higher return on equity, as well as an increase in the efficiency of existing capital structure. Also, there are tax advantages to be realized through debt financing (tax shield). The ultimate goal would be to maximize shareholder value and this can be supported through a lower WACC resulting from a higher leverage (as effect outweighs increase of risk). The interest on debt is tax deductible resulting in a higher Net Income and, thus, EPS. Nicholson management had accepted an offer from VLN Corporation using convertible stock but rejected a cash offer from H. K Porter. Nicholson may not want cash for their company. If that was the case, Cooper would need to offer cumulative convertible stock. 7. With an exchange ratio of 2, about 78% of the new firm would be owned by Cooper. The relatively high exchange ratio would result in a severe reduction of control to Nicholson’s shareholder (22%). Under the given circumstances with an exchange ratio of 2, the acquisition premium for paid would be $ 14 per share. The minimum synergies required that this offer makes sense would be $ 8. 18 Mio. Given my synergy valuation from task 4, this would definitely be a realistic achievement. 8. Porter bought Nicholson’s shares with the intention to take over the company themselves. However, as they weren’t able to acquire enough shares required to buy the company, they are now looking to tender their shares. Obviously, they’d like to do this profitably and, thus, their primary concerns are the price- and liquidity-level. They try to get the most value out of their stocks, so price is of primary importance in a bargaining process with them. Nevertheless, they want to be able to quickly liquidate their stocks meaning a preference for cash payments. They expressed that convertible preferred stock was acceptable as they assume Cooper stock to be stable and easily tradable on the NYE. The speculators/ unaccounted for shareholders would also be primarily concerned with price. These shareholders may be tempted to buy or not to buy based on what Nicholson family and its management suggests they do. Thus, one possible way to reach these group of shareholders may be through management. Due to this influence, the family Nicholson and its management have a greater bargaining position as implied by their shares. They are interested in more than just the price. The management is not highly attracted to a takeover, but they know they no longer have a choice. So, at least, they wish to see Nicholson remain autonomous within any acquiring company. Nicholson’s management and family is most likely not willing to sell the majority of their shares for cash; They wish to maintain a stake in the company. As a result, Cooper would need to offer a stock exchange. VLN, as Coopers bidding competitor, is unlikely to be willing to sell their shares to Cooper for a reasonable price. Ex-Post: In 1972 Cooper industries acquired Nicolson File Company Two Cooper Industries Inc. Based on the given information in the case study regarding the acquisition of Nicholson File Company by Cooper Industries, there is no question that Cooper should try to gain control of Nicholson. This decision is based on an analysis of the bargaining positions of each group of Nicholson stockholders which have disparate goals and needs that need to be met. In addition, an appropriate payment method and specific dollar value based on a competitoraâ‚ ¬Ã¢â€ž ¢s offer and Cooper financial data was decided. The remainder of this paper will provide the analysis and rationale for this determination. Should Cooper Industries Acquire Nicholson File Company? Cooper Industries has been expanding through diversification since 1996. Cooperaâ‚ ¬Ã¢â€ž ¢s requirements to acquire a company has three major components. The target company must be: 1. In an industry in which Cooper could become a major player 2. In an industry that is fairly stable, with a broad market for the products and a product line of aâ‚ ¬? small ticketaâ‚ ¬Ã¢â€ž ¢ items; and 3. A leader in its market segment. When looking at the criteria that Cizikaâ‚ ¬Ã¢â€ž ¢s company (Cooper Industries), set forth relative to acquisitions, the acquisition of Nicholson meets all three objectives plus has significant potential short and long-term potential. Cooper management feels that by eliminating redundancy and streamlining Nicholsonaâ‚ ¬Ã¢â€ž ¢s operations this potential can be realized. Currently, Nicholsonaâ‚ ¬Ã¢â€ž ¢s financial history boasts a 2% increase in profit annually but this percentage is way below the industry average of 6%. Cooper management proposed that if Nicholson stops selling to every market, increased efficiencies would result and cut cost of goods sold from 69% of sales to 65%. It was also suggested that the acquisition could lower selling, general, and administrative expenses from 22% of sales to 19%. Nicholsonaâ‚ ¬Ã¢â€ž ¢s position in the file and rasp market where it holds a 50% market share of a $50 million dollar market meets all three of Cooperaâ‚ ¬Ã¢â€ž ¢s objectives. Furthermore, Nicholsonaâ‚ ¬Ã¢â€ž ¢s brand name within the hand saw and saw blade industry is strong and Nicholson holds a 9% market share in the $200 million dollar aâ‚ ¬Ã¢â‚¬Å" their only major competitor was Sears and Diston who held a larger market share. Shareholder Standings At the time of the proposed merger between Nicholson File and VLN, there were a total of approximately 584,000 Nicholson shares outstanding. H. K. Porter had not purchased enough shares to hold majority control, and this situation provided Cooper with yet another opportunity to acquire Nicholson. Nicholson and Porter stockholders had their own concerns, as well as bargaining positions, and if Cooper was to acquire Nicholson they had to address all of their concerns and convince them that the merger was a mutually beneficial proposition. The table below, Exhibit 7 in the case study, shows the estimated disposition of shares in early 1972: Estimated Distribution of Nicholson File Company Stock_______________ Shares supporting Cooper H. K. Porter 177,000 Cooper Industries 29,000206,000 Shares supporting VLN Nicholson family and management117,000 Owned by VLN 14,000 131,000 Shares owned by speculators 50,000 aâ‚ ¬Ã¢â‚¬Å" 100,000 Shares unaccounted for 197,000 aâ‚ ¬Ã¢â‚¬Å" 147,000 Total Nicholson shares outstanding 584,000 Shareholder Concerns There are three major groups of shareholders that Cooper must consider when putting together their offer to acquire Nicholson. These groups are Nicholson, H. K. Porter, and the group of Unaccounted for Shares and Spectator Shares. Nicholson File Company Loss of control – Nicholson managementaâ‚ ¬Ã¢â€ž ¢s greatest fear was loss of operating control. The company had been in the Nicholson family for years, and if Cooper expected to gain support for the offer by Nicholson and gain at least 86,000 shares to tip them over the majority (206,000 + 86,000 = 292,000; 584,000/2 = 292,000) they would need to guarantee them that they would work with the current management to maintain the identity and image of Nicholson. Additionally, Wall Street investors would view the maintenance of Nicholson management as a stabilizing factor in the merger. Loss of product lines aâ‚ ¬Ã¢â‚¬Å" Whichever company acquired Nicholson, there was no doubt that aggressive cost cutting measures would be pursued; this would undoubtedly mean marginal product lines would cease to exist. Although Cooper could not emphatically guarantee that nothing would change, they could guarantee that they would work with Nicholson to determine if improvements could be made to product lines at risk and thereby maintain their existence, or at the least–include Nicholson management in the decision making alternatives. H. K. Porter Stock valuation – If the merger with VPN were successful, Porter would receive VLN preferred stock for their 177,000 Nicholson shares. VLN stock performance had been dreary, and did not show any signs of growth in the short-term. This would make it difficult for them to sell the shares of VLN on the American Stock Exchange which does not trade in large blocks. Additionally, from the years 1968 to 1971, VLN net sales had grown only 3% from $97 million to $100 million. Net income actually decreased by almost 7% for the same time period from $3. 2 million to $2. 98 million. Quick Sale aâ‚ ¬Ã¢â‚¬Å" Porter will most likely sell their shares immediately after the deal is closed. They will do this because they no longer will have an interest in acquiring Nicholson, and history has shown many times over that share prices will fall rather quickly as mergers do not create synergies through added value or earnings growth. Unaccounted For Shares and Spectator Shares Valuation and Sustainability aâ‚ ¬Ã¢â‚¬Å" This voting bloc has the same concerns as Porter relative to share pricing, but is more concerned with sustainability unlike Porter who is concerned with making a quick dollar. They own a lot more shares, estimated between 150,000-200,000 shares, and are not certain that VLN Corporation projected figures are truthful. VLN Corporation has not paid consistent dividends for many quarters, and has not shown any real growth, yet is still offering to match Nicholsonaâ‚ ¬Ã¢â€ž ¢s $1. 60 dividend rate as part of the merger deal. Shareholder Negotiations Both Nicholson and Porter had strong postures regarding the merger, and Cooper needed both companies to bless the merger to get it approved by a majority of the stockholders. Cooper only owned 29,000 shares and needed a total of 292,000 shares to gain a majority. Nicholson and Unaccounted Shares The Nicholson family and management owned 117,000 shares. However, the speculation was that 150,000-200,000 of the unaccounted for shares would vote with the Nicholson family. This amount of shares would give Nicholson immense bargaining power. Cooper knew that their offer would have to be as good, if not better than VLNaâ‚ ¬Ã¢â€ž ¢s offer, as Nicholson management wholeheartedly supported the merger with VLN. H. K. Porter Porter owned 177,000 shares. This was a major voting bloc and gaining their support was essential. Luckily, Porter was eager to work with Cooper because they believed their VLN preferred stock would only be worth $23. 12 in the first year (essentially worthless). Therefore, their support would be mutually beneficial and easier to garner. Cooperaâ‚ ¬Ã¢â€ž ¢s Offer to Acquire Nicholson As has been detailed above, each group of shareholders has their own concerns and bargaining power. Cooper has to induce both Nicholson and Porter that their offer is more than fair, and as a result, all three companies and shareholders will profit. Since Nicholson has an offer pending from VLN, it is imperative that Cooperaâ‚ ¬Ã¢â€ž ¢s offer is better than VLNaâ‚ ¬Ã¢â€ž ¢s proffer. The VLN offer includes that (1) the exchange would be a tax-free transaction, (2) the $1. 60 preferred dividend equaled the current rate on the Nicholson stock, (3) a preferred share was worth a minimum of $53. 10. At the time of the proposed offer, the closing price of Cooper stock was $24 per share. In order to match the bid by VLN, Cooperaâ‚ ¬Ã¢â€ž ¢s offer would have to be greater than two-for-one for each Nicholson share. The offer would need to be in the range of 2. 5/2. 50:1 to be greater than the $53. 10 offer pending. It is of extreme importance to Nicholson that they maintain control. In mergers, culture clashes are often the aâ‚ ¬? kiss-of-death. aâ‚ ¬? Cooper has a sincere offer to maintain the integrity of the company and Nicholson would be wise to consider Cooperaâ‚ ¬Ã¢â€ž ¢s offer as their goals and interests for the long-term are mutual. Cooper has a history of successful mergers and acquisitions, which should be of some comfort to Nicholson as they will be acquired by some company or group of investors. H. K. Porter Requirements Since Porter was not able to gain a majority vote, they are willing to side with Cooper over VLN. Porter realizes that a merger between Cooper and Nicholson will give them the opportunity to convert shares of Nicholson into Cooper stock aâ‚ ¬Ã¢â‚¬Å" a much more enticing proposition than that of VLN. Cooper needs to guarantee Porter that the exchange will be tax-free, and that the Nicholson stock he converts will be worth at least $50 each. Unaccounted for Shares and Spectator Shares The offer to this voting alliance will need to be greater than the $53. 10 per share offer by VLN. They will also want the exchange to be tax-free to avoid capital gains taxes. As has been mentioned above, this group will most likely side with the Nicholson family so if the Nicholson family is satisfied, then this group will be also. Payment Considerations There are several considerations that Cooper management must take into account prior to deciding the specifics of the offer they will give Nicholson File Company in terms of dollar value and the form of payment. The form of payment may include an offer of cash, stock, debt or some combination of the payment options. Furthermore, Cooper not only has to consider Nicholson shareholders when determining what to offer, but it also needs to take into account the other 80% of the shares publicly held, including a substantial percentage of shares held by competitor H. K. Porter. As previously described, one of the challenges Cooper is facing in this acquisition is to ensure a satisfactory offer that appeals to a sufficiently broad range of shareholders with different interests. This includes H. K. Porter which currently holds about 25% of the total outstanding shares and which recently failed in its attempted acquisition of Nicholson. Also, the Nicholson family that founded Nicholson File Company currently owns approximately 20% of its own shares. The Nicholson family had also rejected Cooperaâ‚ ¬Ã¢â€ž ¢s acquisition overtures three years earlier so Cooper management is aware of how precise the offer has to be to get Nicholson ownership to sign off on the deal. Another 50% of Nicholson shares are held by speculators and by other unknown parties. Form of Payment & Dollar Value The form of payment and the parameters for the dollar value offer that may be accepted by Nicholson management is exhibited in the described failed and accepted acquisition offer in the case study of Cooper (see Chart #1 below). The acquisition offers by both H. K. Porter, $42 per share in cash and VLN Corporation, $53. 10 in convertible stock, help provide at least a range within which Cooper may tailor its offer. Based on these two offers, it appears that the appropriate form of payment should be Cooper cumulative convertible stock. The primary basis for this recommendation is that Nicholson management had already accepted an offer from VLN Corporation using convertible stock but rejected a cash offer from H. K Porter. This is consistent with Chang and Suk (1998) research which found that aâ‚ ¬? cash offers are more likely than stock offers to have termination initiated by the target firm. aâ‚ ¬? It is also believed that if Nicholson management signs off on any merger, speculators and the unknown portion of shareholders will go along with the merger. However, one negative aspect of using stock is that aâ‚ ¬? cquisitions of public targets result in insignificant bidder returns to the acquirer when stock is offeredaâ‚ ¬?. (Chang & Suk, 1998) is this a direct quote, if so we need the reference) Cooper management believes strongly that the Nicholson acquisition will not result in negative returns due to the potential improvements that can be made through simple reorganization of some Nicholson operating businesses. Also, it appears an exchange of stock is appropriate because Cooper currently only has $9 million in cash on hand and would need to incur significant debt in order to offer a decent cash offer. It already has $5 million in long-term debt due and $34 million in long-term debt outstanding, levels significant enough that may prevent Cooper management from considering a cash offer for Nicholson. Competitor Acquisition Offer Details Type of offerOffer price per shareDividendsTax FreeOffer Accepted/Rejected H. K. CooperCash$42NoNoNo VLN CorporationConvertible stock$53. 10YesYesYes VLN and Porter Offer Details Since Nicholson management has already accepted VLN Corporationaâ‚ ¬Ã¢â€ž ¢s offer, it is clear that the terms Cooper needs to offer would have to exceed those already offered by VLN. VLNaâ‚ ¬Ã¢â€ž ¢s offer included one share of VLN cumulative convertible stock for each individual share of Nicholson stock, preferred shares value at a minimum of $53. 10, $1. 60 preferred dividend equaling the current rate of Nicholson common stock, and convertible into five shares the first three years and four the fourth year. In addition, the offer was desirable since the exchange of stock would be tax-free as opposed to a cash offer. According to Dhaliwal et al (2005), to qualify as a aâ‚ ¬? tax-free acquisitionaâ‚ ¬Ã‚ ¦tax laws require that the acquirer use its own stock as payment. aâ‚ ¬? However, Cooper also has to consider the demands of H. K. Porter in order to get approval for the merger. H. K. Porter has indicated that it will not part with its shares (25% of total shares) and support the merger unless it receives aâ‚ ¬? Cooper common or convertible securities in a tax-free exchange worth at least $50 for each Nicholson share it holds. aâ‚ ¬? This demand is below the current book value of $51. 25 for Nicholson common stock, but above the $44 per share on the open market. The final consideration that assists with setting up the range for an appropriate offer that may be accepted by a simple majority of shareholders is the total value of Nicholson stock. With 584,000 shares of Nicholson File Company Stock and at $44 per share, this amounts to a total market value of $25,696,000. Therefore, in order to make the offer attractive, Cooper will have to make an offer that exceeds the market value of all of the stock but will have to ensure that the offer is not too high that it affects Cooperaâ‚ ¬Ã¢â€ž ¢s long-term plans to continue to pursue acquisitions. A basic rule for Cooper acquisitions is that they bring significant long-term returns on the acquisitions as well as steady growth in earnings per share. Recommended Offer The number of convertible shares of Cooper stock at $24, the last closing price, for each Nicholson share would have to be just above 2:1 in order to match VLNaâ‚ ¬Ã¢â€ž ¢s $53. 10 offer. So, Cooper should offer convertible stock fixed at 2-1/2:1 within the first five years after the offering. This amounts to an offer of $60 per Nicholson share. This would not only exceed VLNaâ‚ ¬Ã¢â€ž ¢s offer per share but would also help make up the deficit in dividends, $1. 40 by Cooper and $1. 60 by VLN, and make the offer more attractive to Nicholson shareholders. Overall, this offer would not only exceed VLNaâ‚ ¬Ã¢â€ž ¢s offer currently approved by Nicholson management, but would also likely gain the approval of the shares held by speculators and unknown investors. In addition, this offer meets the payment method required by H. K. Porter for its Nicholson shares, and actually exceeds the $50 minimum offer per share it had requested. As a result, it appears that Cooper should be successful persuading Nicholson shareholders and unaccounted for shareholders to accept the offer, and in return acquire at least 80% of the outstanding Nicholson shares of stock

Willy Russell’s Blood Brothers is one of the most popular plays currently running in London’s West end

* From reading the play why do you think it's so popular? * What dramatic devices and theatrical techniques does he use that make it such an enjoyable show? Going to the theatre is different from reading a book because in the theatre the play is live. In the theatre you can see emotion on the actor's faces, there's also the music and the lightings, and you can see the body expression of the actors and their reactions. In a book you have to use your imagination and you can be wrong in some points. There is nothing like going to the theatre; it's a unique experience because you have to share the pay with the rest of the audience it's like at home when you're sitting on a sofa. In a theatre the atmosphere is different because of the lighting effects and the music but also because of the rest of the audience with who you share a play but also feelings and emotions. In the theatre you can empathise with the characters. I think that going to the theatre is a really unique experience because sitting with a lot of people and to have a same feeling and a same emotion; it's a bit funny but also exciting. Blood Brother is about twins who are separate at birth. They grew up at friends and they didn't know that they're brothers until the day of their death. This play is a musical and a black comedy, it's not just a comedy it's also a tragedy as well, and this is what we call a tragic-comedy. This play is an enjoyable and interesting show because Willy Russell talks about classes, friendship, growth, love. In this play, my favourite characters are Eddie and Linda. I like them because Linda represent the feminism, by that I mean that in the play she's changing, she's becoming a women and the audience can follow her in her growth: â€Å"I've got mud all over me shoes†. She acts like a teenage girl not like a young girl like she used to be. I empathise with Linda because it's like seeing me growing except for the children that she's going to have! And Eddie because he's really posh and doesn't know anything: † Eddie: Why? Mickey: Because if Sammy gives us a sweet he's actually weed on it first. Eddie: It sounds like super fun† He sounds stupid but hopefully Linda and Mickey are there for him. Willy Russell can create tension on stage by using the lighting effects which go with the emotions. E.g.: When it's a tense scene the lights go red. He can create atmosphere and mood by using lights but also with what the narrator is saying: â€Å"So did you ever hear the tale of the Jonhston twins†¦Bring on the mother let the story begin†. His language helps to create an atmosphere; it's usually dark and sinister: â€Å"The Devil's in the backyard, he can see†¦No you won't, no you'll never get away from him†. Willy Russell makes the audience involved by using dramatic irony which occrus when the audience is given information which the characters do not have, like at the very beginning of the scene when the audience know about the twin's separation but the twins don't know. Another example of dramatic irony is when Eddie gives a job to Mickey but Mickey doesn't know about it that make the audience feels afraid he will findout because we know he'll be angry. One of the dramatic moment is when Eddie came back from University, he's rich and doesn't know about working to feed a family, on the contrary Mickey has to work for Linda and him, he's poor and his wife is pregnant. But Eddie doesn't understand why it's so important for Mickey to work, because he has already got what he wants, he would be staring at Mickey with an innocent face and talk with a posh voice: † Eddie: Why is a job so important? If I couldn't get a job I'd just say ‘sod it' and draw the dole, like a bohemian, tilt my hat to the world and say ‘screw you'. So you're not working. Why is it so important?†. The other dramatic moment is when Eddie is talking with Mrs Johnston I think that there's lot of emotion in that scene because the audience is surprised and then happy because Mrs Johnston and her son Eddie are finally together, even if it's not for a long time. I think that it's really touching because Mrs Johnston let him act like her child and don't try to make him go away: â€Å"She takes him, cradles him to her, letting him cry†. The most touching moment in that play in my opinion, is when Eddie comes to Mrs Johnston's house to tell Mickeythat he's going to move. I think that in this scene there's lot of feelings, because that 7 years old boy coming to say bye to his Blood Brother, but also the way Mrs Johnston reacts is amazing and natural, the audience can feel that even if her son is not next to her day after day, she still loves him a lot. She talks to him, and she tries to keep both of her twins safe. In this play, Willy Russell is talking about ordinary people from Britain, is trying to show that adolescent grow all differently with different past, present and future. Our future is different because of our education, parents money but also friendship and love. He explores the superstiton with Mrs Johnston, the mother who is in this play a superstitious person: â€Å"Oh God. Never put new shoes on a table, Mrs Lyons. You never know what'll happen.†. He also thinks that the British system class is unfair because if you pay attention to the kids even if they come from diffenrent classes they play together because kids are just kids Mickey is not really old but he is working really hard to have a house, to grow his kids and have a decent life, while Eddie has got his dad's job at the factory whitout doing anything. This is how money and classes can make people's life change. He thinks that superstition isn't a good thing, he plays with the fact that Mrs Johnston is superstitious. Mickey represents the working class and Eddie represents the Upper Middle Class. And when Mickey is holding a gun, ready to shot Eddie it's like a threat to the Upper Middle Classpeople. And when Eddie gave a job to Mickey is to prove how the Upper Middle Class is influential: † Linda: Oh. Are you? The Chairman? Eddie: Nodding, laughing You look very funny sitting there you know. Don't you think you'd better come into my office? He offers his hand, she takes it, gets up nad follows him Now what's the problem? They enter an ‘office' Eddie reaplacing telephone Now? Where's the problem? You can move in next week. Smiles Linda: Eddie. Thanks! Eddie, we've been trying to get moved for five years. You fix it up in five minutes! Eddie: Exctly. You should have asked me earlier.† One of the moment who made me think is when Mickey is talking about growing: † Mickey: NO! I don't wantyour money. Stuff it. Mickey watches as Eddie turns and picks up the notes Eddie standing and looking at him Eddie, do me a favour will you? Piss off. Eddie: Pause I thought†¦ I thought we always stuck together. I thought we were†¦ blood brothers. Mickey: That was kids' stuff, Eddie, didn't anyone tell you? Pause Mickey looking at him. An ironic snort But I suppose you still are a kid aren't you? Eddie: I'm exactly the same age as you. Mickey: Yeh. But you're still a kid. I wish I could still be that as well, Eddie†¦ and believe in all that bloddbrother stuff. But I cant. Because while no one was looking, I grew up. And you didn't. Because you didn't need to. I don't blame you for it Eddie. If I was in your shoes I'd be the sae. But I'm these shoes, looking at you. And you make me sick! Right? That was all just kids' stuff, Eddie, and I don't want to be reminded of it. Right? So just, take yourself away. Go and see your friends and celebrate with them. Pause Go on†¦ beat it before I hit you. Eddie looks and then slowly backs away† He communivates his feelings and this is why it's so moving and an important moment. Then there's the music which add the background atmosphere. I think that this play is the best I've ever read, everyone can read it and even if your learning English it's quite easy. This play explores life, the reason why this play is fantastic it's becase it's talking about everything. This play is engaging but aso really interesting, there's always something hapening and the characters are all nice in their own way. There's also a politic idea in that play, because the boys life are totally different and you can see it by the way they're growing. We can find loads of emotions. Willy Russell uses humour by what the characters are saying, he puts two grown men dressed inchildren's clothes to play the role of 7 years old kids which are playing cowboys and indians. This play is very impressive, fun and pleasing. I really liked it and fully understand why it's such a sucess on the London stage.

Resistance and Conflict Management Essay Example | Topics and Well Written Essays - 500 words

Resistance and Conflict Management - Essay Example he institutional environment in an organizational and people who are involved in such conflicts try to degrade the other person or party even if it is at the expense of overall cost of the organization. Conflicts reduce productivity and discourage parties involved as their performance level cannot be at the optimal (Katz, and Kahn, 1966). Leaders tend to avoid conflicts that occur in the organization and do not pay much attention to the conflicts (Montana, 2008). However, in avoidance strategy leaders separate the parties involved in the conflict or limit their interaction. Avoiding conflicts might lead them into bigger issues later on therefore it is important to resolve such conflicts at an early stage. At times, leaders or top management of the organization imposes their own decision on the parties involved in the conflict by making use of their power (Montana, 2008).. Such decisions might discourage even both the parties involved in the conflict. Though, such decisions might be in the favour of parties that enjoy dominancy or which is more favourable for the leader or decision maker. It is also one of the strategies used by leaders to resolve organizational conflict in which a resolution which might satisfies at least some part of every party involved in the conflict and therefore every party compromises on something and gains something. So, everyone would be satisfied eventually. In this strategy leaders tend to come up with a resolution with the help of discussions which is in the best interest of one of the groups involved in the conflict but this resolution might be at the cost of other parties involved. The problem with such strategy is that the dominant group might enjoy and would be able to make the decision go in his favour thus the best possible decision for the long term success of the organization might not be taken. As a leader, it is important to first analyze the situation and then take decision however considering the pros and cons of the

HOW HAS LUSH COSMETICS INCORPORATED THE RISING CONCERNS OF THE Essay

HOW HAS LUSH COSMETICS INCORPORATED THE RISING CONCERNS OF THE ENVIRONMENT IN THEIR CORPORATE STRATEGY - Essay Example These current trends and demands in the market economy stems from the recognition of the reality that the economic realm is not separated from the entire context of the society and that its reality is deeply integrated and interwoven in all facets of the human society – economic, social, cultural, political, and environmental aspects. The aims of this paper are the following: first, is to attain a clearer understanding of corporate social responsibility. Second, is to utilise the gained understanding of corporate social responsibility in knowing how the cosmetic industry in UK in general and Lush Limited in particular are addressing the challenge of corporate social responsibility. And third, to be able to highlight the conditions with which it can be claimed that Lush Limited has responded to the challenge of corporate social responsibility. These aims are to be accomplished via conducting a survey of related literatures. Moreover, the databases Academic Search Premier, Business Search Premier, Google Scholar, and EconLit were searched using a combination of the following key terms: corporate social responsibility, sustainability. Cosmetic industry, UK cosmetic industry, Lush Limited, globalisation, the Body Shop, and toiletries. Articles written only in English and published within the period of 1990 – 2009 were included in the selection. Likewise, books, relevant websites, editorials, commentaries and case studies were also included. Correspondingly, excluded from the selections are memorandums, monographs, pamphlets and position papers. The reference list of the articles was searched to identify additional relevant publications. Furthermore, the paper is structured such that: first, what is found in Chapter I are the introduction, aim of the paper, statement of the problem, the search method, and the structure of the paper. In the second part, which is Chapter II is the survey or review of literature

Financial Analysis of Custom Snowboards Inc Term Paper

Financial Analysis of Custom Snowboards Inc - Term Paper Example As we are aware that there has been an immense amount of economic turmoil all around the world. Custom Snowboards Inc. was also severely impacted as the customers decreased their expenditure on leisure and sports. However, the company did not have to suffer like other companies did and it suffered from a 4% decline in Sales. Horizontal Analysis An increase in Sales Expenses are fairly consistent Interest income increased by 28% and interest expense decreased by 5% Current assets increased by more than 100% and total assets by 3.6% whereas total current liabilities had no significant impact Retained Earnings increased by more than 70% Vertical Analysis Gross Profit is 30% of Sales General and admin expenses are less than 20% of sales on average during years 12, 13, & 14 On average, current assets constitute approx. 50% of the total assets Cash comprises of more than 15% of the total assets and has the highest constituency whereas receivable come second Current Liabilities are under 10 % of the Total liabilities and equity Trend analysis - Trend analysis is the percentage changes in items of the financial statement during successive years. We can also call it an extension of the Horizontal Analysis and indicates the direction of change. The snapshot shows the sales trend during years 12, 13, & 14 respectively. ... dit risk Loaned out funds wont be no longer available for operational and other bank use Risk of incorrect assessment of interest rate (Fitzsimmons,n.d.) The bank also looks at several other things in a company's financial statements. It also looks at the Debt-ratio, Interest Coverage ratio, current income status of the company as well as its credit history and overall stability of the Enterprise. Custom Snowboards Inc. Debt-ratio is currently 49%, which is less than its competitor. Moreover, another red flag comes when we look at the Financial Statements, specifically the Income Statement and see that Net Income has suffered a sharp decline by 74% due to a sharp decline in Sales. As the bank is concerned with the stability, the declining sales and income statement pose a risk to the lender in terms of ability of Custom Snowboards to cover its debt. Risk Mitigation Credit Risk is the major risk that banks are concerned with, The financial statements of Custom Snowboards Inc. show sta bility and gradual growth The trend analysis shows that the sales would grow gradually making sure that the company would be able to meet its obligations Horizontal and vertical analysis show that the company is not under huge current and long term liabilities and the expenses are not very high Custom Snowboards Inc. is a growing concern As far as the debt-ratio is concerned, a positive aspect is that although it is higher than the competitor, it has declined from last year. The company's Income Statement does not show a very positive picture, however, it is mainly due to the massive economic recession. Moreover, if we look at the Balance Sheet, we that the Working Capital is positive and the company has enough financial strength to meet its short term obligations and remain operational.

Artificial Intelligence Essay Example | Topics and Well Written Essays - 1000 words

Artificial Intelligence - Essay Example The focus in this paper is on Artificial Intelligence (AI) is the scientific attempt to build computational models of cognitive processes. It aims to study the computations that make it possible to reason, perceive and act. It differs from psychology because of greater emphasis on computation. In Artificial Intelligence, the aim is to make electronic computer systems to perform tasks that would usually be considered intelligent if done by a human. It is mainly concerned with the analogy between particular computer programs and how they emulate the human mind. The scientific goal of Artificial intelligence is to solve real world problems faced by humans using knowledge and assembled systems. Artificial intelligence requires skills of understanding how knowledge can be represented and the methods of how to use that knowledge. The main aim of AI is to improve human life and reduce risks faced by humans. According to the late pioneer of Artificial Intelligence, Allan Newell, man-made wor ld would be permeated by systems to cushion it from danger. With the advent of new age computers, the dream of smart computers has become a reality. The ‘ability’ of computers keeps growing with changing times. The limitations are virtually boundless. The other main reason is the interest in technological applications in the AI field. These spread out to all disciplines that use any form of computers or electronics to achieve tasks. Examples of these fields include; Medicine, manufacturing, farming, education, housework, research and development and science in general. In business, computers are also very helpful and essential. (Marsland 345). Due to the intelligent and adaptive nature of AI, systems can help locate pertinent information. Discussion Artificial Intelligence computers are commonly known as intelligent systems. This is attributed to their ability to learn from examples and use the statistics or data fed to them to solve problems. Most learning programs are either experience or data oriented. The systems use a knowledge base created with many different aspects to simulate experiences. These experience oriented systems use common sense knowledge to discover how people usually reason about new experiences (Marsland 213). This stimulates a reaction. Data oriented systems create programs to specifically search and mine for data in databases to get exploitable regularities. These intelligent systems can give answers to questions using free text and structured data. AI is becoming more essential to us and yet less conspicuous. The rapid development of this field has helped business people achieve strategic business goals. Challenges The AI field has been incorporated in many industries, and this has brought about their growth. This incorporation is by the development of intelligent agents that are set put to complete the different tasks and requirements needed by the field. This, however, does not come without challenges. Some of the challe nges faced include; the need for information exchange with databases in the mainframe. The need to provide rapid hardware recoveries should failures occurs is a major function of AI that presents many challenges. The need for effective information distribution to all personnel involved in system development is another crucial function that is challenging (Russell & Norving 104). These are some of the problems that should be addressed to achieve successful implementation of an AI system. Some examples of successful implementation are discussed in the following paragraph. Siri is an application developed by the Apple Company, to help users interact better with their mobile phones. It is considered an intelligent agent that acts as a personal assistant and has access to knowledge navigation. The main platform

The Audit Report and Internal Control Evaluation Essay

The Audit Report and Internal Control Evaluation - Essay Example It is the responsibility of the management of Apollo Shoes Incorporation to prepare these financial statements. We are responsible to conduct the audit of financial statements of the company and to express an opinion on the basis of audit findings. In addition to the audit we have also audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that APOLLO SHOES, INC. maintained effective internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO criteria). APOLLO SHOES’ management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of internal control over financial reporting. ... Our audit of the financial statements including examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounti ng principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely

Discovering computers Term Paper Example | Topics and Well Written Essays - 3000 words

Discovering computers - Term Paper Example elated to the same, including: how computers are used, uses of the application software, components of a system unit, input and output devices, storage devices, uses and ramifications of the internet, systems software, communications and network, databases and information management, systems development, project management, use of multimedia, security, privacy and ethics issue, and controversial computer-related topics addressing the use of computers in contemporary society. To understand how computers work, one must understood what goes into them (data) and what comes out from the same (information). Basically, it is the main job of the computer to turn the said data into information through the process called information processing cycle. Computers usually work with inputs through devices that transmit data and information from external users such as the users (Shelley, et al. 2008). Input devices used for this particular function usually include the following: (1) keyboards, (2) mice, (3) touch-screen monitors and lastly, (4) network cards. On the other hand, computers also work with output by using devices that releases data from the computer to the user. As earlier stated, the computer transforms the information coming in to the information needed by the user through the process called information processing cycle (Spencer 1985). Technically, the information processing cycle is defined as that method wherein information is processed. There are four components associated with the information processing cycle of a computer; these are; (1) input – the step wherein the user enters data into the computer; (2) processing – wherein the computer performs operations on the data; (3) output- the step concerned with the presentation of the results; and finally, (4) storage – concerned with saving data, programs and output for use in the future (Shelley, et al. 2008). Perhaps, one of the most common uses of the computer nowadays is to access the World Wide Web.

Case Review and Principles Governing Application of Privacy Related Essay

Case Review and Principles Governing Application of Privacy Related Torts - Essay Example In the previous history of the case, the plaintiff, Wentworth, lodged an amendment complaint against Settlement Funding, the defendants asserting that the defendant took part in actions that amounted to copyright violation, trademark dilution, injury to the business reputation and false representation in breach of sections 32 (1) and 43 (a) of the Lanham Act, 15 U.S.C pursuant to section 114 (1) and 1125 (a) (2006) (O’Neill 1). The plaintiff also claimed trademark violation and unfair competition under Pennsylvanian state law. The plaintiff claims originate from the defendant’s supposed use of plaintiff’s emblems in two ways: through Google’s Adwords program and the â€Å"meta-tags† for defendant’s webpage (O’Neill 2). The plaintiff alleged that the two usages of the plaintiff’s brand name guarantees that a link to defendant’s webpage will appear instantly adjacent to a link to defendant’s webpage when people carry out internet searches for â€Å"J.G. Wentworth† or â€Å"JG Wentworth† (O’Neill 4). The plaintiff further claimed that the use of the plaintiff’s emblems constitute violating deeds that were aimed at confusing the consumers and to divert prospective customers away from the plaintiff’s webpage (O’Neill 6). Plaintiff noted that this also would steal their potential customers and wear down the uniqueness of plaintiff’s emblems, therefore, resulting to a considerable loss of profits. In its judgment, the court granted the defendants the motion to dismiss and, therefore, the plaintiff’s claims were dismissed (O’Neill 8). ... In the previous history of the case, the plaintiff had moved to court and lodged claims against trademark violation and false advertisement. The plaintiff relied on sections 32 (1) and 43 (a) of the Lanham Act. The plaintiff claims originate from the defendant’s supposed use of plaintiff’s emblems next to the defendant’s name in the search results. The plaintiff noted that the appearance of the trademark next to the defendant’s name could indicate a relationship with the defendant. In the first circuit, the court had discharged charges on trademark violation relating to material on the defendant’s webpages since none of the rings were branded â€Å"dating rings†, the trademark of the plaintiff. However, the court permitted trademark violation linking to purchase to survive and dismissed the false advertisement claim. In the second circuit, the court established that this type of entry of the search results next to the plaintiff’s emble m included a â€Å"use† under the Lanham Act. In the case J.G Wentworth, S.S.C. Limited Partnership vs. Settlement Funding LLC, in order to determine breaches of section 32(1) and 43(a) of the Lanham Act, the court, as according to Fisons Horticulture, Inc. vs. Vigoro Indus, Inc., 30F.3d 466, 472 (1994), required the plaintiff to demonstrate that the plaintiff’s emblem is lawful and protected by law, that the plaintiff is the rightful owner of the mark and that the defendant’s use of the emblem to recognize goods or services was most probable to generate confusion regarding the origin of the goods (O’Neill 5). Additionally, as according to the claims of the defendants, the plaintiff would not meet the third aspect of the Lanham Act on trademark