Control Shifts via Share Acquisition Contracts with Shareholders (Takeovers)

2015 ◽  
Author(s):  
Paul Davies
Keyword(s):  
United States ◽  
Agency Costs ◽  
The United States ◽  
Controlling Shareholders ◽  
Regulatory Issues ◽  
Coordination Costs ◽  
Target Management ◽  
A Company ◽  
Made In

This chapter examines the regulatory issues that arise when there is an offer to acquire shares directly from one or more shareholders of a company such that control of that company shifts to the acquirer. It begins with a comparison between control shifts implemented by contract and corporate transactions which produce the same result. It identifies three principal areas where contract may need to be supplemented by takeover-specific rules arising out of the coordination costs of target shareholders, powers of target management, and agency costs of non-controlling shareholders. It then considers how takeover regulation could be fashioned so as to promote efficient and discourage inefficient transfers of control. The chapter concludes by focusing on the choices actually made in four countries: Japan, Germany, UK, and the United States.

Election and Appointment

1960 ◽  
Vol 54 (3) ◽  
pp. 705-713 ◽  
Author(s):  
Benjamin Akzin
Keyword(s):  
United States ◽  
Environmental Factors ◽  
A Priori ◽  
The United States ◽  
Popular Vote ◽  
Fourth Republic ◽  
Collective Group ◽  
Final Count ◽  
A Company ◽  
Made In

However careful one ought to be not to indulge in exaggerated conceptualism—an approach which easily degenerates into mere terminological exercise—a number of political terms in constant use have meanings which call for clarification. The purpose of this paper is to draw attention to two such terms: election and appointment. We use them regularly in teaching, observation and summing-up of institutions as if they were antonyms, without really bothering to determine wherein the supposed antithesis lies. Of course, neither term denotes an a priori category; both are names for historically evolved procedures, with many variations resulting from attempts to adjust them to preconceived ideas or to environmental factors. But even with full allowance for these variations, and with due regard for every-day common usage, certain discrepancies remain in our use of them which make for unclear thinking.To give a few instances: a chairman of a company (in the United States, the chairman of the board) is “elected” by the board's members. The same group of persons, sitting in the same capacity, may go through exactly the same motions when selecting a branch manager, and yet we think of him as “appointed.” And is the company's managing director (in American parlance, the corporation president) “appointed” or “elected”? Or to turn to the field which is nearer to reader and writer alike, the field of assigning people to functions of a public, more particularly of a political, nature: is a cabinet in France under the fourth Republic or in Israel “elected” because it does not assume its functions unless and until the legislature has confirmed it by vote? Is a non-political public office to be considered “elective,” if the assignment of the office-holder is made in the final count by a group of persons deciding by unanimous concurrence or by vote? No one will question this statement in the case of judges elected by popular vote; but what about certain judges as well as the General commanding-in-chief in Switzerland, who are “elected” by the Swiss Federal Assembly? And what about civil servants or holders of other public offices whose selection was decided upon, in whole or in part, by a selection board or by some similar collective group? Somehow we think of such office-holders as appointive, despite the procedure of election which took place in their cases.

Review of form 483s and warning letters to pharmaceutical manufacturers issued by USFDA

2021 ◽  
pp. 174113432110235
Author(s):  
Chandan Saini ◽  
Ashish Miglani ◽  
Pankaj Musyuni ◽  
Geeta Aggarwal
Keyword(s):  
Public Health ◽  
United States ◽  
Regulatory Authority ◽  
The United States ◽  
Federal Law ◽  
Pharmaceutical Manufacturers ◽  
The World ◽  
Considerable Impact ◽  
A Company ◽  
Responsible Person

Regular inspections are carried out to ensure system conformity by the Food and Drugs Regulatory Authority (FDA) of the United States one of the most stringent regulatory authorities in the world. The inspectors send Form 483 to the management after the inspection, detailing the inappropriate conditions. Because the FDA guidelines are difficult to comply with, a company can contravene the regulations. If any significant infringements can affect the protection, quality, effectiveness, or public health of the drug is identified, the FDA issues advice to the company. Warning Letters (WL) shall be an official notification of non-compliance with federal law within a period to be issued by manufacturer, clinician, distributor, or responsible person in the company. The delivery of a letter has a considerable impact on the company's reputation and position in the market. Inadequate WL reactions could lead to a refusal, import denial, memorandum or even conviction and order. A brief study was conducted in this document of Form 483 and WL for four years (2017–2020) on an understanding the regulatory provisions.

scholarly journals Do Callable Convertibles Support The Investment Process Of A Company? An Analysis Of The World Market Of Hybrid Debt

2017 ◽  
Vol 20 (2) ◽  
pp. 5-19
Author(s):  
Damian Kaźmierczak
Keyword(s):  
United States ◽  
The United States ◽  
World Market ◽  
Convertible Bonds ◽  
Investment Projects ◽  
Service Companies ◽  
The World ◽  
Investment Process ◽  
A Company

Using a sample of 1,705 convertible bonds issued by manufacturing and service companies from the United States (1,138 issues); Europe (270); and Asia (297) between 2004 and 2014 this paper investigates the role of callable convertibles in the corporate investment process. This research shows first that callable convertibles are used to finance investment projects particularly by American firms which may exercise new investment options to improve poor financial performance. Secondly, the same strategy may be followed by European companies, but they seem not to carry out investments on as large a scale as American firms. Thirdly, the research results do not provide evidence that Asian enterprises use callable convertibles for investment purposes: they likely use these instruments for different reasons.

Mexican Migration and the Social Space of Postmodernism

1991 ◽  
Vol 1 (1) ◽  
pp. 8-23
Author(s):  
Roger Rouse
Keyword(s):  
United States ◽  
Los Angeles ◽  
Mexico City ◽  
Latin American ◽  
Social Space ◽  
The United States ◽  
Mexican Migration ◽  
Single Word ◽  
The Social ◽  
Made In

In a hidden sweatshop in downtown Los Angeles, Asian and Latino migrants produce automobile parts for a factory in Detroit. As the parts leave the production line, they are stamped “Made in Brazil.” In a small village in the heart of Mexico, a young woman at her father’s wake wears a black T-shirt sent to her by a brother in the United States. The shirt bears a legend that some of the mourners understand but she does not. It reads, “Let’s Have Fun Tonight!” And on the Tijuana-San Diego border, Guillermo Gómez-Peña, a writer originally from Mexico City, reflects on the time he has spent in what he calls “the gap between two worlds”: “Today, eight years after my departure, when they ask me for my nationality or ethnic identity, I cannot answer with a single word, for my ‘identity’ now possesses multiple repertoires: I am Mexican but I am also Chicano and Latin American. On the border they call me ‘chilango’ or ‘mexiquillo’; in the capital, ‘pocho’ or ‘norteno,’ and in Spain ‘sudaca.’… My companion Emily is Anglo-Italian but she speaks Spanish with an Argentinian accent. Together we wander through the ruined Babel that is our American postmodemity.”

Bayesian Forcasting Model – 2020 Presidential Elections in the United States of America

2021 ◽  
Vol 704 (1) ◽  
pp. 91-104
Author(s):  
Maria Raczyńska
Keyword(s):  
United States ◽  
United States Of America ◽  
Presidential Elections ◽  
Bayesian Models ◽  
The United States ◽  
Point Of View ◽  
Forecasting Model ◽  
Bayesian Forecasting ◽  
Technical Point ◽  
Made In

The article describes and explains a prior centric Bayesian forecasting model for the 2020 US elections.The model is based on the The Economist forecasting project, but strongly differs from it. From the technical point of view, it uses R and Stan programming and Stan software. The article’s focus is on theoretical decisions made in the process of constructing the model and outcomes. It describes why Bayesian models are used and how they are used to predict US presidential elections.

scholarly journals The Pseudoscorpions of Illinois

1949 ◽  
Vol 24 (1-4) ◽  
pp. 413-500 ◽  
Author(s):  
C. Clayton Hoff
Keyword(s):  
United States ◽  
Natural Habitat ◽  
Habitat Preferences ◽  
The United States ◽  
Accurate Information ◽  
North Central ◽  
Taxonomic Importance ◽  
Central United States ◽  
Identification Of Species ◽  
Made In

Pseudoscorpions are minute animals only a few millimeters long, with the general appearance of diminutive scorpions except that they have no tails. They belong to the large phylum of joint-legged animals, the Arthropoda, and to the class Arachnida. which, in addition to the pseudoscorpions, embraces the spiders, mites, ticks, scorpions, and other related groups. Pseudoscorpions are seclusive in habit, occurring in soil cover and rotten logs, under bark, and in similar places out of doors: one species is found in houses. In their natural habitat, these little brown animals arc difficult to see. especially when they draw in their legs and "play possum." In this position they look like little specks of dirt. Probably because pseudoscorpions are inconspicuous, few collections of the group have been made in the past, and the fauna, at least of North America, and especially of the central and north-central United States, has remained scantily known. The object of this report is twofold, first to present illustrated keys and descriptions for the identification of species in this region, and, secondly, to summarize information regarding the distribution, biology, and habitat preferences of the species. As an aid in use of the keys, a section has been included on morphology, in which the structures now considered of major taxonomic importance are explained. Summarizing the distribution has been especially difficult because many identifications made prior to Chamberlin's work are probably incorrect and should be rechecked before they are cited. Because of this situation there is little accurate information to serve as a guide in foretelling what additional described species may be collected in Illinois. In order to make this report of wide application, the keys have been made to include all the genera known from the central and northeastern portions of the United States and adjacent portions of Canada.

scholarly journals Online Gardening Search Activities and Purchases

2008 ◽  
Vol 26 (4) ◽  
pp. 210-216
Author(s):  
Bridget K. Behe ◽  
Brittany Harte ◽  
Chengyan Yue
Keyword(s):  
United States ◽  
The United States ◽  
Internet Technology ◽  
The Internet ◽  
Demographic Differences ◽  
Online Purchases ◽  
Online Purchase ◽  
Region Of Residence ◽  
Baseline Information ◽  
Made In

Abstract Consumers have readily adopted personal computers and Internet technology with many seeking information and/or make purchases online. However, the extent to which horticultural consumers seek information and make purchases online is not well documented. A survey of 1588 consumers, representative of the United States on average, was conducted in 2004 to provide baseline information about online gardening search and purchase activities. Nearly 28% searched for gardening information at least once; of those, more than 50% of the participants searched for information at least weekly. There were differences in gardening-related searches by age and marital status, but not by region of residence, income, or gender. Nearly 50% of the study respondents made an online purchase in the year prior to the survey but only 7.4% made a gardening related purchase online. Over 50% had made a gardening-related purchase in-person. The same respondents who made in-person purchases were the individuals who made the online gardening purchases, so the Internet provided a supplemental shopping venue. There were demographic differences between those who made online gardening purchases and solely in-person gardening purchases. More males, younger and slightly less affluent participants were more likely to make online purchases than solely in-person purchases for gardening products, supplies, and services while more females who were slightly older and more affluent were more likely to make in-person gardening-related purchases.

scholarly journals Invasion Pathways of Karnal Bunt of Wheat into the United States

Plant Disease ◽  
2003 ◽  
Vol 87 (8) ◽  
pp. 999-1003 ◽  
Author(s):  
David Marshall ◽  
Timothy T. Work ◽  
Joseph F. Cavey
Keyword(s):  
United States ◽  
El Paso ◽  
Weather Conditions ◽  
The United States ◽  
Karnal Bunt ◽  
Border Crossings ◽  
Tilletia Indica ◽  
Invasion Pathways ◽  
Established Disease ◽  
Made In

Karnal bunt of wheat (caused by Tilletia indica) was first detected in the United States in Arizona in 1996. The seed lots of infected, spring-habit, durum wheat associated with the initial detection were traced to planted fields in California, Arizona, New Mexico, and Texas. However, in the summer of 1997, the disease appeared in unrelated, winter-habit, bread wheat located over 700 km from the nearest potentially contaminated wheat from 1996 (and destroyed prior to reinfection). Here, we examined potential invasion pathways of the fungus associated with the movement of wheat into the United States. We analyzed the USDA/APHIS Port Information Network (PIN) database from 1984 through 2000 to determine likely pathways of introduction based on where, when, and how the disease was intercepted coming into the United States. All interceptions were made on wheat transported from Mexico, with the majority (98.8%) being intercepted at land border crossings. Karnal bunt was not intercepted from any other country over the 17-year period analyzed. Most interceptions were on wheat found in automobiles, trucks, and railway cars. The majority of interceptions were made at Laredo, Brownsville, Eagle Pass, and El Paso, TX, and Nogales, AZ. Karnal bunt was intercepted in all 17 years; however, interceptions peaked in 1986 and 1987. Averaged over all years, more interceptions (19.2%) were made in the month of May than in any other month. Our results indicate that Karnal bunt has probably arrived in the United States on many occasions, at least since 1984. Because of the relatively unaggressive nature of the disease and its reliance on rather exacting weather conditions for infection, we surmised that it is possible this disease has a long period of latent survival between initial arrival and becoming a thriving, established disease.

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