scholarly journals The Management of Tax Risks in Mergers and Acquisitions - The Importance of Tax Due Diligence

2021 ◽  
Author(s):  
Arnaldo Marques de Oliveira Neto
Keyword(s):  
Risk Management ◽  
Mergers And Acquisitions ◽  
Merger And Acquisition ◽  
Point Of View ◽  
Exploratory Research ◽  
Due Diligence ◽  
Good Corporate Governance ◽  
Governance Practices ◽  
Target Company ◽  
Acquisition Processes

The purpose of this chapter is to demonstrate the importance of tax risk management in mergers and acquisitions processes by conducting an investigative work called due diligence. To achieve this objective, bibliographic and documentary research was used, as part of exploratory research. In topic 1 it is evidenced that the complexity of tax systems around the world has demanded increasing attention from companies to avoid undesirable cash disbursements for payment of infringement notices arising from questioning by tax authorities related to improper procedures of companies when paying taxes. Additionally, it has required them to be diligent in identifying lawful tax planning alternatives to optimize the tax burden on their operations. In topic 2 the responsibility of company administrators in the management of tax risks is exposed. Topic 3 explains the importance of accounting, tax and legal due diligence in merger and acquisition processes. Finally, topic 4 analyzes the main aspects of due diligence in the tax area. In view of all the exposed in this chapter, it will remain clear to readers the importance of the tax due diligence of the target company, as a way to minimize risks in the decision-making process of the managers of the purchasing company that may compromise the success of the merger and acquisition operation, as well as not subjecting them to administrative and judicial suits, for non-compliance with their fiduciary duties of diligence and loyalty in relation to the company of which they are executives. Additionally, the study’s results suggest that companies—in compliance with the guidelines and limits set by the board—choose the appropriate and specific techniques of risk management, especially those related to minimization, immunization, and transferring these risks. The recommendations derive from the need to identify and manage tax risks, from the point of view of good corporate governance practices. This study may serve as a reference to companies in general, when studying, developing, and implementing recommendations for the identification and minimization of tax risks, as well as in the development of a work program that allows them to conduct due diligence work in target companies.

scholarly journals Analisis Manajemen Risiko Pada Perusahaan Perbankan Yang Go Public

2018 ◽  
Vol 10 (2) ◽  
pp. 161-174
Author(s):  
Deograsias Yoseph Y.F.
Keyword(s):  
Risk Management ◽  
Corporate Governance ◽  
Banking Sector ◽  
Banking Industry ◽  
Good Corporate Governance ◽  
Risk Management System ◽  
Integrated Risk ◽  
Governance Practices ◽  
External Conditions ◽  
Integrated Risk Management

The expanding banking growth is followed by the increasing number of risks that must be faced by banks. Along with the external conditions of the banking sector which  were  increasingly  troubled  by  the  threatening  risks,  Bank  Indonesia required each bank to have an integrated risk management system. To minimize this risk, Basel II is applied to improve the standards for banks that go public in order to manage risk management properly.  As a financial intermediary, the implementation of risk management is very important for banks to reduce losses. Maximum risk management for banks can ensure banks will survive destruction if a  bad  situation  occurs.  With  the  increasingly  complex  risks  in  the  banking industry, Good Corporate Governance practices are needed. These efforts are carried out to avoid a banking crisis in the future.

scholarly journals Digital due diligence

2020 ◽  
Vol 1 (2) ◽  
pp. 54-66
Author(s):  
Mladen Turuk ◽  
Bojan Moric Milovanovic
Keyword(s):  
Mergers And Acquisitions ◽  
Digital Economy ◽  
Due Diligence ◽  
Digital Environment ◽  
Check List ◽  
Organic Growth ◽  
Target Company

Mergers and acquisitions (M&A) represent one of the most common ways for firms to achieve non-organic growth, and one of the main stages in the typical M&A transaction is due diligence of the target company. The aim of this paper is to provide a guideline for conducting due diligence process in the digital environment. After a brief introduction on the nature, purpose and elements of the due diligence, the paper elaborates various risks, and psychological and contextual hazards often occurred during due diligence process. Special attention has been paid to the elaboration of the role and importance of the digital due diligence as a new concept in today’s contemporary ‘digital’ economy. The outcome of this paper is to provide a comparison between ‘traditional’ and ‘digital’ due diligence, digital due diligence methodology, and easy understandable check list for conducting the process of digital due diligence.

scholarly journals Analisis Manajemen Risiko Pada Perusahaan Perbankan Yang Go Public

2019 ◽  
Vol 10 (2) ◽  
pp. 161-174
Author(s):  
Deograsias Yoseph Y. F.
Keyword(s):  
Risk Management ◽  
Corporate Governance ◽  
Banking Sector ◽  
Banking Industry ◽  
Good Corporate Governance ◽  
Risk Management System ◽  
Integrated Risk ◽  
Governance Practices ◽  
External Conditions ◽  
Integrated Risk Management

The expanding banking growth is followed by the increasing number of risks that must be faced by banks. Along with the external conditions of the banking sector which  were  increasingly  troubled  by  the  threatening  risks,  Bank  Indonesia required each bank to have an integrated risk management system. To minimize this risk, Basel II is applied to improve the standards for banks that go public in order to manage risk management properly.  As a financial intermediary, the implementation of risk management is very important for banks to reduce losses. Maximum risk management for banks can ensure banks will survive destruction if a  bad  situation  occurs.  With  the  increasingly  complex  risks  in  the  banking industry, Good Corporate Governance practices are needed. These efforts are carried out to avoid a banking crisis in the future.

scholarly journals A study on merger and acquisition in retailing industry of Vietnam

2020 ◽  
Vol 6 (11) ◽  
Author(s):  
Manh Dung Tran ◽  
Hong Ngoc Tran ◽  
Binh Minh Tran ◽  
Kim Hue Thanh
Keyword(s):  
Mergers And Acquisitions ◽  
Value Creation ◽  
Merger And Acquisition ◽  
Cutting Edge ◽  
Retail Industry ◽  
The Future ◽  
Target Company ◽  
The Right

This study concentrates on practicing the study of merger and acquisition (M&A) in Vietnam’s retailing industry. It is widely acknowledged that M&A in the retail industry has been getting more dynamic in recent years as several firms consider M&A as an ultimate strategy to affirm their positions in the market. In order to achieve the success of an M&A deal, choosing the right target company and value creation after the deal undeniably is these two pivotal factors. Hence, the study analyzes the M&A deal which paramount of importance in synthesizing lessons from reality as well as helping entities in the consulting process, then has an ideal tactic to conduct M&A deals more effectively in the future. This overview reconciles and assimilates the cutting-edge in our comprehension of mergers and acquisitions based on a hugely particular M&A transaction in the retailing industry among a subsidiary of Vingroup, AEON, Nhat Nam Company.

Knowledge exchanges, trust, and secretive geographies in merger and acquisition processes

2021 ◽  
pp. 0308518X2110133
Author(s):  
Harald Bathelt ◽  
Sebastian Henn
Keyword(s):  
Mergers And Acquisitions ◽  
Merger And Acquisition ◽  
Knowledge Generation ◽  
Negative Consequences ◽  
Long Distance ◽  
Corporate Acquisitions ◽  
Face To Face ◽  
Reliable Knowledge ◽  
Process Perspective ◽  
Acquisition Processes

Our current understanding of knowledge generation over geographical distance relies heavily on studies that focus on producer–user or headquarter–subsidiary settings. Less attention has been paid to the geographical particularities of knowledge exchanges in mergers and acquisitions, which involve high costs and an extraordinary degree of risk and uncertainty with potentially significant (positive or negative) consequences for the respective firms and regions alike. To keep the risks associated with such complex long-distance transactions at bay, buying firms strongly depend on robust knowledge about the structure and value of the target units while the sellers require reliable knowledge about the goals of the acquisition and the price the buyer is willing to pay. This paper aims to investigate the spatiality of related knowledge exchanges during merger and acquisition procedures by analyzing the role of face-to-face contacts and investigating the mechanisms to establish trust in undertaking such risky endeavors. Our empirical analysis focuses on national and international corporate acquisitions and takeovers involving firms located in Germany. It is based on semi-structured in-depth interviews with actors involved in mergers and acquisitions, conducted since 2012. We distinguish between the two extremes of relational and auction-based merger and acquisition procedures and systematically analyze in a process perspective (a) the conditions under which knowledge is exchanged over distance, (b) the importance of temporary proximity and how secretive geographies of meetings evolve, and (c) the ways in which trust is created and uncertainties are reduced.

scholarly journals Individual unlearning from the point of view of managers in merger and acquisition events in Brazil

2019 ◽  
Vol 35 (64) ◽  
pp. 3-19 ◽  
Author(s):  
Henrique Geraldo Rodrigues ◽  
Diógenes de Souza Bido
Keyword(s):  
Organizational Change ◽  
Mergers And Acquisitions ◽  
Narrative Analysis ◽  
Merger And Acquisition ◽  
Point Of View ◽  
New Work ◽  
Organizational Research ◽  
Management Learning ◽  
New Learning ◽  
Individual Knowledge

Unlearning goes on to constitute a mechanism that facilitates the acquisition of new learning, and as such, represents a way for dealing with personal resistance in relation to processes of organizational change. In spite of the importance of the theme, it is argued that there exists little empirical understanding on the form through which unlearning operates, which collaborates toward the approach of the theme, in organizational research studies, being conceptually confusing. In this way, this research analyzes that which represents unlearning and its relationship with learning, from the perspective of managers that have experienced an unlearning situation from the events of mergers and acquisitions. The study method is based on a narrative analysis that is focused on reports from 20 managers from middle and top level of large sized Brazilian companies, all of which experienced a merger and acquisition event. The results show that a majority of managers have been through some kind of unlearning, which represented the way by which the practice of old learnings was interrupted, through the proposal of adaptation to the new work context. In addition, unlearning was noted not to necessarily represent the forgetting of prior learnings, which may themselves be maintained in the repertoire of individual knowledge. For some managers, however, unlearning can lead to the modification of previous understandings on a particular subject. Finally, the results show that unlearning may occur, without the need for the occurrence of any new learning. The study contributes toward the deeper understanding of the nature surrounding this phenomenon and associated types, thus producing implications to research on the theme concerning management learning.

scholarly journals The Role and Impact of Merger & Acquisition of Banking Sector in Pakistan

2019 ◽  
Vol 3 (3) ◽  
pp. 113-121
Author(s):  
A. Kishwar ◽  
A. Ullah
Keyword(s):  
Mergers And Acquisitions ◽  
Interest Rates ◽  
Banking Sector ◽  
Merger And Acquisition ◽  
Small Sample ◽  
Theoretical Research ◽  
Before And After ◽  
Banking Institutions ◽  
Acquisition Processes ◽  
The Impact

Authors: Kishwar Ali, School of Finance, Zhongnan University of Economics & Law, Wuhan, China Atta Ullah, School of management, Huazhong University of Science and Technology, Wuhan China Pages: 113-121 DOI: http://doi.org/10.21272/fmir.3(3).113-121.2019 Download: Views: Downloads: 40 54 Abstract The paper summarizes the arguments and counterarguments in the scientific discussion on determining the effects of mergers and acquisitions for banking institutions. The purpose of this article is to conduct an empirical study to identify the nature of the impact of mergers and acquisitions on Pakistan’s financial sector performance. The research in the article is carried out in the following logical sequence: a thorough literature review on the analysis of key aspects of mergers and acquisitions and their impact on the financial and economic performance of banks before and after their practical implementation; the historical basis of the experience of mergers and acquisitions caused by various economic factors, such as: GDP growth, interest rates on loans, monetary policy; financial analysis of bank profitability, solvency and liquidity indicators before and after the merger and acquisition was conducted. Five commercial banks of Pakistan that were involved in the merger and acquisition processes were selected as the subject of study. The study period is presented before and after the merger and includes two years before the acquisition report and two years after the acquisition announcement by analysis of financial ratios of liquidity, solvency and profitability. The results of empirical and theoretical research have shown that there is a positive relationship between merger and acquisition processes and liquidity ratios of banking institutions; and – the negative impact of such processes on banks’ profitability and solvency in the short term. The author states that the main limitation of the study is the unavailability of financial data until 2006 and the use of a small sample size and a low likelihood of data collection technique, which is limited by a certain type of people and lack of generalization. Keywords: merger, acquisition, bank, solvency risk, liquidity, profitability.

Organizational Culture in the Focus of Improving Risk Management in the Enterprise

2020 ◽  
Vol 17 (4) ◽  
pp. 86-95
Author(s):  
R. M. Kachalov ◽  
Yu. A. Sleptsova
Keyword(s):  
Risk Management ◽  
Organizational Culture ◽  
Point Of View ◽  
Economic Risk ◽  
Management Activity ◽  
Economic Agents ◽  
Cultural Aspects ◽  
Industrial Enterprises ◽  
Operational Theory ◽  
Stable Forms

The article considers the manifestations of the phenomenon of economic risk in the socioeconomic ecosystems of industrial enterprises, examines and differentiates the pragmatic and cultural aspects of the concept of "economic risk management". In terms of methodology, the study is based on the operational theory of risk management, and also uses tools to describe the organizational culture of risk management. Pragmatic and cultural differences in the characteristics of economic risk are identified at the level of stable forms of management activity with the involvement of the main provisions of the operational theory of risk management. The phenomenon of risk is considered in the ontological space as an artificial category of activity of industrial enterprises and other economic agents that form a socio-economic ecosystem. This phenomenon is studied as a specific form of social communication associated with the desire to assess the uncertain future in the present time, mainly from the point of view of analysis and management of the level of economic risk in the enterprise.

SPECIFICS OF RISK MANAGEMENT WHEN MAKING INTERNATIONAL MERGER AND ACQUISITION TRANSACTIONS IN THE SEGMENT OF B2B AND FM SERVICES

2019 ◽  
Vol 9 (2) ◽  
pp. 208-222
Author(s):  
Vladimir Volodin ◽  
◽  
Anton Dmitriev ◽  
Vladimir Khabarov ◽  
◽  
...  
Keyword(s):  
Risk Management ◽  
Merger And Acquisition
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