Economic value Model Meaning, Advantages and Limitations

EVA is basically the working benefit after charge less a charge for the capital, the value just as an obligation, utilized in the business. Monetary Value Added (EVA) is a strategy to ascertain the financial benefit of an organization. EVA can determine as Net Operating Profit after charges less a charge for the chance expense of the capital contributed. The hidden standard of this technique is to decide; if the organization is procuring a higher pace of return on the assets contribute than the expense of the assets. Assuming it is acquiring a higher pace of return; it infers that the administration is adding more abundance to the investor’s worth.

It tends to characterize as a proportion of execution of an organization that centers more around riches or value creation for the investors instead of simply the bookkeeping benefits. For discovering genuine benefits which a firm acquires, every one of the expenses deduces from the incomes made and comparably; the expense of utilizing capital ought to likewise deduct whether it is obligation or value.

The Measure of Real Wealth Creation bookkeeper expressly deducts the expense of obligation for example interest from the incomes yet doesn’t think about the expense of value. In this way, positive bookkeeping benefit doesn’t mean riches/value creation however sure EVA would imply that the administration of the organization has progressed admirably and has made abundance for their investors. From that point of view, it gives an extreme rivalry to measurements like ROCE and ROI.

EVA is simply the operating profit after tax less a charge for the capital, equity as well as debt, used in the business.

EVA may be calculated as follows:

EVA= NOPAT – C x Capital

Where,

NOPAT = Net operating profit after tax

C = Weighted average cost of capital

Capital = Economic book value of the capital employed in the firm.

The idea behind EVA is that shareholders must earn a return that compensates for the risk taken. If EVA is zero; it is treated as a sufficient achievement on the ground that shareholders earned a return that compensated the risk.

Components of EVA:

These three components of EVA are described below:

(i) NOPAT:

NOPAT is defined as follows:

(Profits before interest and taxes) (1- tax rate)

(ii) Cost of capital:

Providers of capital (shareholders and lenders) want to be suitably compensated for investing capital in the firm. The cost of capital reflects what they expect.

The formula employed for estimating cost of capital is:

Cost of capital = (Cost of equity) (Proportion of equity in the capital employed) + (Cost of preference) (Proportion of preference in the capital employed) + (Pre-tax cost of debt) (1- tax rate) (Proportion of debt in the capital employed).

(iii) Capital employed:

To obtain capital employed, we have to make adjustments to the ‘accounting’ balance sheet to derive the ‘economic book value’ balance sheet. These adjustments are meant to reflect the economic value of assets in place of value determined by historical cost.

Advantages of EVA:

(i) EVA is a tool which helps to focus managers’ attention on the impact of their decisions in increasing shareholders’ wealth.

(ii) EVA is a good guide for investors; as on the bias of EVA, they can decide whether a particular company is worth investing money in or not.

(iii) EVA can be used as a basis for valuation of goodwill and shares.

(iv) EVA is a good controlling device in a decentralised enterprise. Management can apply EVA to find out EVA contribution of each decentralised unit or segment of the company.

(v) EVA linked compensation schemes (for both operatives and managers) can be developed towards protecting (or rather improving) shareholders’ wealth.

Disadvantages:

EVA is difficult to calculate the precise and correct cost of equity in the stock market.

Sometimes It does not helpfully the company in monitoring the problem areas; and, also hence taking misaction to not resolve those problems.

It can also improve the company’s corporate governance because since a higher EVA implies higher bonuses to the managers; they will be working hard and also honestly; which in turn augurs well for the company.

This can also improve the corporate governance of the company; sometimes it never can, because a higher EVA gives managers a higher bonus; Due to some negligence they do not even work hard and do not show honesty; So, the companies do not well developed.

It also helps company owners to identify the best person to run the company effectively and efficiently, and sometimes there are some omissions.

EVA is a good control device in a decentralized enterprise, they are just right. Management can apply EVA to find out the EVA contribution of each decentralized entity or segment of the company, but sometimes management cannot apply EVA in case EVA is simply a unit number.

Historical cost Model Meaning, Advantages and Limitations

The sum total of all the costs related to human resources is calculated to find out the value of a human resource. These costs include the cost of recruitment, selection, training, placement, and development of human resources of an organization.

Historical Cost Method was introduced by Brummet, Flamholtz and Pyle. This is the oldest method of valuation of human resource.

If the human assets are liquidated prematurely, the whole of the amount not written off is charged to the income of the year in which such liquidation takes place. If the useful life is recognized to be longer than originally expected, revisions are affected in the amortization schedule.

When a firm recruits an employee, he is employed with the obvious expectation that the returns from him will far exceed the cost involved in selecting, developing, and training in the same manner as the value of fixed assets is increased by making additions to them.

Such additional costs incurred in training and development are also capitalized and is amortized over the remaining life. The unexpired value is an investment in human assets.

The historical cost of human resources is very similar to the book value of the other physical assets.

Types of Historical Cost Method

Acquisition cost: It means the cost which is incurred on acquiring the human resource in the organization. The cost incurred at the time of recruitment, selection, and placement, etc.

Learning Cost: It means that cost is incurred at the time of providing training and development to the employees and managers.

Advantage of historical cost method

  • Employers and employees can easily understand this method.
  • This method follows the traditional accounting concept of matching costs with revenue.
  • This method is very easy to calculate the value of a human resource.
  • Return on the company’s investment in human resources can easily be calculated by this method.

Disadvantage of historical cost method

  • In this method rate of amortization is very difficult to determine.
  • Under this method it is very different to estimate the service period of an employee.
  • As we know, the value of assets decreases with an increasing number of years or amortization. But in the case of human resources, it is just the opposite. The utility of employees increases with the increasing experience and training provided to them.

Human Resource Accounts Practices in India

Human resource accounting has very high significance not only for the management, but also for analyst and even for employees. It helps management in better utilization, planning management of human resources in the organization while for analyst, Even today, when a good deal of work has been done in this field, it is very much unfortunate that there is not only set pattern or generally accepted method either for valuation of human resource or for their recording in books of accounts or for the disclosure of information by means of different statements. The study focuses on the calculation of the value of human resources at different levels of organization & to determine the human resource efficiency quotient.

The rationale behind introduction of HRA lies in the fact that human resources should be treated as physical assets and should be shown on the asset side of the balance sheet. Failing to exhibit such assets on the face of the balance sheet in the traditional accounting system indicates lack of reliability of the financial picture. Recognition of human resource as asset removes the obstacles of traditional accounting practice and reflects the actual financial status of an organization. HRA deserves the following benefits:

  1. Any change in the investment in human resources affecting the earning capacity and growth of an organization cultivates the concept of HRA in which assets status is accorded to human resources and accordingly brought into account like other assets.
  2. Acquisition, training and placement costs of human resources for productive purposes should be capitalized. HRA first justifies this truth. It will help the management in planning and executing personal policies.
  3. Expansion of building, plant & machinery etc. obviously leads to enhancement in human resources. Hence, information in the form of HRA is necessary.
  4. Additional information in the form of HRA inspires the shareholders and creditors to make long-term investment with confidence.
  5. Cordial relationship among the employees in an organization is possible only when management realizes the importance of contribution made by the employees and workers in an organization.
  6. HRA can be used as a tool in detecting the spirit of labor turnover, return on investment and utilization of potential capacity of an organization.
  7. HRA helps in solving industrial disputes and collective bargaining process as management representative can put forward data in a systematic manner.

Opportunity cost Model Meaning, Advantages and Limitations

This method was first advocated by Kiman and Jones for a company with several divisional heads bidding for the services of various people they need among themselves and then include the bid price in the investment cost.

Opportunity cost is the value of an asset when there is an alternative use of it.

There is no opportunity cost to those employees that are not scarce, and also, those at the top will not be available for auction. As such, only scarce people should comprise the value of human resources.

The value of a human resource is determined based on the value of an individual employee in alternative use. If an employee is hired from an external source, there is no opportunity cost to him.

Benefits:

Relative Price: Another important benefit of considering your opportunity cost is it allows you to compare relative prices and the benefits of each alternative. Compare the total value of each option and decide which one offers the best value for your money. For instance, a business with an equipment budget of $100,000 may buy 10 pieces of Equipment A at $10,000 or 20 pieces of Equipment B at $5,000. You could buy some of A and some of B, but relative pricing would mean comparing the value to you of 10 pieces of A versus 20 pieces of B. Assuming you choose 20 pieces of B, you effectively decide this is more valuable to you than 10 pieces of A.

Awareness of Lost Opportunity: A main benefit of opportunity costs is that it causes you to consider the reality that when selecting among options, you give up something in the option not selected. If you go to a grocery store looking for meat and cheese, but only have enough money for one, you have to consider the opportunity cost of the item you decide not to buy. Recognizing this helps you make more informed and economically sensible decisions that maximize your resources.

Limitations:

  • The total valuation of human resources for the competitive bid price may be misleading or inaccurate. It may be because a person may be an expert for one department and not so for the other department. He may be a valuable person for the department in which he is working and thus commands a high value but may have a lower price in the bid by the other department.
  • It has specifically excluded from its preview the employees scarce or not being ‘bid’ by the other departments. This is likely to lower the morale and productivity of the employees who are not covered by the competitive process.
  • Under this method, valuation based on opportunity cost is restricted to alternative use within the organization. In real life, such alternative use may not be identified because of the constraints in an organizational environment.
  • Opportunity costs take time to calculate and consider. You can make a more informed decision by considering opportunity costs, but managers sometimes have limited time to compare options and make a business decision. In the same way, consumers going to the grocery store with a list and analyzing the potential opportunity costs of every item is exhaustive. Sometimes, you have to make an instinctive decision and evaluate its results later.

Replacement cost Model Meaning, Advantages and Limitations

Replacement cost is that cost which is incurred on replacing the existing human resource by an identical one i.e. human resource capable of rendering similar services.

Replacement Cost Method was introduced by Rensis Likert and Eric G. Flamholtz. This method is different from the historical cost method. The historical method takes into account only the sunk cost which is immaterial to calculate the value of human resources and take a decision on that basis.

The replacement cost method is very realistic as it considers the current value of human resources in its financial statement.

Advantage of replacement cost method

  • This method estimates the present value of human resources. This method is very logical and representative.
  • This method can easily adjust the human value of price trends and can provide real value at the time of the rise in prices.

Disadvantage of replacement cost method

  • The identical replacement of an employee is not always possible to find.
  • The determination of replacement value is affected by subjective considerations to a marked extent, and therefore, the value is likely to differ from man to man.
  • The cost of replacing the human resource is inconsistent with traditional accounting system based on the cost concept.

Statutory provisions governing HR accounts

Statutory Compliance of rules and regulations in HRMS& payroll is a grave legal matter for both employees and the organization’s social security. The Indian Government has declared various regulations and acts to process employee’s payment. Every company is liable to follow these rules to avoid any legal consequences. Though to follow it or not might be a company’s individual decision, but it may have some severe implications.

Statutory Compliance in HR is important, as seen from both employee and employer’s perspective. Indian Government provides employee benefit acts like industrial relations, minimum wages, social security, women and child employment, health and safety, and organization benefit acts like provident fund, trade union, ESI, professional tax, etc. We will further check all the details of these acts. These acts can vary from state to state and country to country. In India, these acts sometimes change for every state, but not necessary.

Non-agreement to such laws implicate legal consequences on business existence, that is why business representatives put a considerable amount of money, time, and people to adhere to these laws. Additionally, they also seek laws and finance taxation expert’s advice. To be a statutory compliant company, you must practice an efficient way to minimize these risks and update them with these laws.

Every type of organization, whether private, LLP, partnership-based, which provides a salary to their employees, must stick to these laws to avoid reputation and business threats during any statutory audit.

These regulations are checked during the statutory audit. A Statutory Audit is an inspection mandated by law to ensure the books of accounts presented by organizations are true according to the statutory audit checklist finalized.

Importance and Advantages of Statutory Compliance

The most important advantage of the list of statutory compliance to employees is that it ensures fair treatment of labour. It prevents employees from being exploited or made to work for unmanly hours or in inhuman conditions. It also ensures that they are paid fairly in proportion to the work that they have done, and that companies comply with the minimum wage rate.

The advantage to organizations is the timely payment of taxes, which avoids a lot of legal trouble like penalties and fines. A set of predefined rules makes it easier for the Government to collect revenue as well as for companies to organize their financials. Statutory compliance is important to prevent legal troubles. Companies can be fined monetarily as well as be tried in a court of law, depending on the scale of non-compliance. The Importance of statutory compliance in hr cannot be overlooked anymore. It needs to be taken far more seriously to reduce the frequency of fines and penalties.

Statutory Benefits Applicable

For Employee’s:

  1. Ensures minimum wages and equal remuneration to men and women.
  2. Fair treatment to employee and betterment of industrial relations.
  3. Help avoids inhuman conditions of work and guarantees workplace health and security.
  4. Provides social security through compensation and incentives.

For Employer’s:

  1. Protection to the organization’s existence.
  2. Protection against illegal wage demands from trade unions and employees.
  3. Maintains the organization’s reputation and client engagement.
  4. No risk of fines and penalties.

Industrial Relations Guide for Statutory Compliance

The Industrial Disputes Act, 1947

The industrial disputes act, enacted in 1947, to make provisions for investigating and settling disputes between employee-employee or employee-employer. The main objective of this Act is to ‘maintain peace and harmony in work culture in Indian Establishments.’

This Act applies to the whole Indian nation, including establishments for business, trade, manufacture, and distributions. However, it does not encircle persons in the managerial or administrative field and persons subject to Army, Air force, and Navy.

Women Benefits

Equal Remuneration act, 1976

As the name suggests, the Equal Remuneration Act encloses a gender-based payment equality policy of industrial. It ensures uniform payment to the employees irrespective of men or women to avoid gender bias. It came into the picture because payment given to women was lower than that of men, though the work amount being the same. Non-compliance with this Act can implicate serious fines and penalties.

Provisions under this Act include 1. Not to reduce employees’ salary to adhere to the Act 2. For the same nature and amount of work, no discrimination is allowed for women. 3. During the formation of an advisory committee that works to increase employment opportunities for women, work hours and its nature shall consist of half women members.

Maternity Benefit Act, 1961

The maternity benefit act passed in 1961. It helps women protect her employment and provides her certain months of paid leaves during her maternity to take care of her child. After maternity, she can continue with her job without any disturbance of made leaves.

This Act applies to all establishments like factories, shops, private and Government sectors with ten or more employees. During her maternity, she will be paid based on average daily wages. But to gain this benefit, she must be working for an organization for at least 80 days within the past 12 months.

Further amendments of this Act in 2017, guarantees

  1. Increased amount of paid leaves during maternity ‘leaves are increased from the existing 12 weeks to 26 weeks.
  2. Leave for adoption ‘women can leave for adopting a child below the age of 3 months and the commissioning mothers.
  3. Work from home option ‘women, can now continue her work directly from her home with no leave requirements and is comfortable to her.

The Payment of Gratuity Act 1972

Payment of gratuity act guarantees benefits like gratuity and incentives to the employees working in railways, mines, factories, ports, oilfields, shops, and private sectors.

A certain amount is deducted from monthly wages and further provided after an employee’s retirement, offering monetary help, called gratuity. Gratuity is allowed to an employee who has given continuous service for at least five years for a particular organization. As per section 4(1), gratuity is mandatorily payable for employee death or disablement, even though five years of service is pending. Under section 4(3), the maximum gratuity amount an employee is beneficial for is Rs. 20,00,000, and is liable to tax for gratuity amount more than stated.

According to section1(2), state Jammu and Kashmir are not liable for this Act for plantation or ports. As per section1(3-A), in case the employee rate somehow drops below 10 for an establishment, the employer must not request for reducing gratuity. Under section2(e), this Act doesn’t apply to apprentices or civil service employees under the Central and State government.

Gratuity depends on the years of service and the last drawn salary and is calculated according to the formula

Gratuity = Last drawn salary *number of completed service years * 15/26

According to the above formula, the service year with more than six months will be considered one full year, and less than six years will be regarded as zero years.

For example, a service period of seven years and eight months will be eight years, and a service period of six years and four months will be six years.

The Employees’ Compensation (Amendment) Act, 1923

Many services involve hard work, risk of losses, critical injuries, or even death. Employees’ compensation act, enacted in 1923, protects an employee or his/her dependents through compensation during any conditions mentioned above.

According to Section 17A, every employee must be well-informed about his compensations at the time of joining by the employer. Failure of such tasks may result in penalties and fines of Rs. 5000 to 50,000 as imposed by Government, under section 18A.

The Employees’ Provident Fund & Miscellaneous Provisions (Amendment) Act, 1952

The statutory provident fund act is issued for the social security of the employee. Employees’ Provident Fund Act is liable for any establishment employing more than 20 employees. To make this possible, every employee during his/her employment contributes some amount from their salary to the Provident Fund. Even their employer is also required to contribute to this fund. This fund then ensures social security after employees’ termination or retirement. EPF of every corresponding employee must be deducted from his/her salary and filled before the PF return due date, which is the 15th of each month.

Employees’ PF calculation is based on basic salary and DA. Other allowances like HRA, overtime allowance, incentives, etc. are not included under this. The basic wage covered in this is Rs. 15,000 monthly. PF divides into two funds; EPF (Employees’ Provident Fund) & EPS (Employees’ Pension Scheme). Consider the following PF rates declared by the government:

Employee Employer
EPF 12% of Gross 3.67%
EPS 0 8.33%
Total contribution 12% 12%

Any failure in this Act may lead to 3 years of imprisonment and a penalty of Rs. 10,000. Apart from EPF, other provident fund meanings and types include

SPF: Statutory Provident Fund

SPF is only meant for employees who are enrolled in Government and Semi-government enterprises.

UPF: Unrecognized Provident Fund

Started by employers or employees in any organization, UPF is not a government-approved scheme.

PPF: Public Provident Fund

Whether an employer or not, PPF scheme that is savings-cum-tax-savings options, is open to every Indian citizen

The Employees’ State Insurance ESI Act, 1948

Employees’ State Insuranceactensures absolute medical security, including sickness, maternity, and injuries for employees working in non-seasonal factories, including power with more than ten employees and non-power and other establishments with more than 20 employees.

The wage limit covered under this Act is Rs. 15,000 per month. This Act applies to all states except Manipur, Sikkim, Arunachal Pradesh, and Mizoram. Benefits can be availed through ESIC online appointment for hospitals, clinics, and practitioners.

Both employee and the employer contributes to the ESI scheme on ESIC payment portal and ESI Percentage contributions made to the same are

Contribution % of Gross pay
Employees’ contribution 0.75
Employer’s contribution 3.25

Determination of Firm’s Value

Investing decisions can be made based on simple analysis such as finding a company you like with a product you think will be in demand. The decision might not be based on scouring financial statements, but the reason for picking this type of company over another is still sound. Your underlying prediction is that the company will continue to produce and sell high-demand products, and thus will have cash flowing back into the business. The second and important part of the equation is that the company’s management knows where to spend this cash to continue operations. A third assumption is that all of these potential future cash flows are worth more today than the stock’s current price.

To place numbers into this idea, we could look at these potential cash flows from the operations and find what they are worth based on their present value. In order to determine the value of a firm, an investor must determine the present value of operating free cash flows. Of course, we need to find the cash flows before we can discount them to the present value.

A firm’s value, also known as Firm Value (FV), Enterprise Value (EV). It is an economic concept that reflects the value of a business. It is the value that a business is worthy of at a particular date. Theoretically, it is an amount that one needs to pay to buy/take over a business entity. Like an asset, the value of a firm can be determined on the basis of either book value or market value. But generally, it refers to the market value of a company. EV is a more comprehensive substitute for market capitalization and can be calculated by following more than one approach.

EV = market value of common equity + market value of preferred equity + market value of debt + minority interest – cash and investments.

Another sound approach towards computing the value of a firm is to determine the present value of its future operating free cash flows. The idea is to draw a comparison between two similar firms. By similar firms, we mean similar in size, same industry, etc. The firm whose present value of future operating cash flows is better than the other is more likely to attract higher valuation from the investors. Operating Free Cash Flow (OFCF) is calculated by adjusting the tax rate, adding back depreciation and deducting the amount of capital expenditure, working capital and changes in other assets from earnings before interest and taxes. The formula for computing OFCF is as below:

OFCF = EBIT (1-T) + Depreciation – CAPEX – working capital – any other assets

Where,

EBIT = Earnings before interest and taxes,

T = Tax rate

CAPEX = Capital expenditure

Calculating OFCF in such a way gives a more accurate picture of cash generating capabilities of a firm. Once OFCF is computed, one can use a suitable discount rate to find the present value of OFCF. On the basis of the sum of all the present value of future operating cash flows, one can decide on whether to take over a firm or not.

(a) Earnings based valuation

(i) Discounted Cash Flow/Free Cash Flow: Being the most common technique takes into consideration the future earnings of the business and hence the appropriate value depends on projected revenues and costs in future, expected capital outflows, number of years of projection, discounting rate and terminal value of business.

(ii) Cost to Create Approach: In this approach the cost for building up the business from scratch is taken into consideration and the purchase price is typically the cost plus a margin.

(iii) Capitalized Earning Method: The value of a business is estimated in the capitalized earnings method by capitalizing the net profits of the business of the current year or average of three years or a projected year at required rate of return.

(iv) Chop-Shop Method: This approach attempts to identify multi-industry companies that are undervalued and would have more value if separated from each other. In other words, as per this approach an attempt is made to buy assets below their replacement value.

(b) Market based valuation

(i) For Listed Companies: It is same as Capitalized Earning Method except that here the basis is taken earning of similar type of companies.

(ii) For Unlisted Companies: The basics of valuation for listed and unlisted company stay the same. Only thing that is limited with an unlisted company is the ready-made price market perceives for its equity etc. In such cases we need to carry out an exhaustive/ disciplined “Benchmarking Analysis” and identify the most applicable “normalized” median multiples for company under consideration.

(c) Asset based valuation

(i) Net Adjusted Asset Value or Economic Book Value: Valuation of a ‘going concern’ business by computed by adjusting the value of its all assets and liabilities to the fair market value. This method allows for valuation of goodwill, inventories, real estate, and other assets at their current market value. In other words, this method includes valuation of intangible assets and also allows assets to be adjusted to their current market value.

(ii) Intangible Asset Valuation: Acceptable methods for the valuation of identifiable intangible assets and intellectual property fall into three broad categories. They are market based, cost based, or based on estimates of past and future economic benefits.

(iii) Liquidation Value: This approach is similar to the book valuation method, except that the value of assets at liquidation are used instead of the book or market value of the assets. Using this approach, the liabilities of the business are deducted from the liquidation value of the assets to determine the liquidation value of the business. The overall value of a business using this method should be lower than a valuation reached using the standard book or adjusted book methods.

Financial Goals and Strategy

Strategic financial management means not only managing a company’s finances but managing them with the intention to succeed that is, to attain the company’s goals and objectives and maximize shareholder value over time. However, before a company can manage itself strategically, it first needs to define its objectives precisely, identify and quantify its available and potential resources, and devise a specific plan to use its finances and other capital resources toward achieving its goals.

Strategic financial management is about creating profit for the business and ensuring an acceptable return on investment (ROI). Financial management is accomplished through business financial plans, setting up financial controls, and financial decision making.

  • Strategic financial management is about creating profit for the business.
  • A financial plan that is strategic focuses on long-term gain.
  • Strategic financial planning varies by company, industry, and sector.

Planning

  • Define objectives precisely.
  • Identify and quantify available and potential resources.
  • Write a specific business financial plan.

Budgeting

  • Help the company function with financial efficiency, and reduced waste.
  • Identify areas that incur the most operating costs, or exceed the budgeted cost.
  • Ensure sufficient liquidity to cover operating expenses without tapping external resources.
  • Uncover areas where a firm may invest earnings to achieve goals more effectively.

Managing and Assessing Risk

  • Identify, analyze, and mitigate uncertainty in investment decisions.
  • Evaluate the potential for financial exposure; examine capital expenditures (CapEx) and workplace policies.
  • Employ risk metrics such as degree of operating leverage calculations, standard deviation, and value-at-risk (VaR) strategies.

Establishing Ongoing Procedures

  • Collect and analyze data.
  • Make financial decisions that are consistent.
  • Track and analyze variance that is, differences between budgeted and actual results.
  • Identify problems and take appropriate corrective actions.

Meaning, Types, Limitations of Merger

A merger is a corporate strategy to combine with another company and operate as a single legal entity. The companies agreeing to mergers are typically equal in terms of size and scale of operations.

Types of Mergers:

  1. Conglomerate merger

Conglomerate merger is a union of companies operating in unrelated activities. The union will take place only if it increases the wealth of the shareholders.

  1. Congeneric/Product extension merger

Such mergers happen between companies operating in the same market. The merger results in the addition of a new product to the existing product line of one company. As a result of the union, companies can access a larger customer base and increase their market share.

  1. Market extension merger

Companies operating in different markets, but selling the same products, combine in order to access a larger market and larger customer base.

  1. Vertical merger

A vertical merger occurs when companies operating in the same industry, but at different levels in the supply chain, merge. Such mergers happen to increase synergies, supply chain control, and efficiency.

  1. Horizontal merger

Companies operating in markets with fewer such businesses merge to gain a larger market. A horizontal merger is a type of consolidation of companies selling similar products or services. It results in the elimination of competition; hence, economies of scale can be achieved.

Limitations:

  • If executives of the absorbed company are not placed at senior ranks in the new company, it will lower third morale and decrease productivity.
  • Empirical studies have shown that growth rate of the merged companies is generally lower than that of merging companies.
  • Merger can result in social ills like monopoly, concentration of economic and social power, restricted supply, high prices etc.
  • In an aggressive merger, a company may opt to eliminate the underperforming assets of the other company. It may result in employees losing their jobs.
  • The companies that have agreed to merge may have different cultures. It may result in a gap in communication and affect the performance of the employees.

Meaning, Types, Limitations of Takeover

A takeover occurs when one company makes a successful bid to assume control of or acquire another. Takeovers can be done by purchasing a majority stake in the target firm. Takeovers are also commonly done through the merger and acquisition process. In a takeover, the company making the bid is the acquirer and the company it wishes to take control of is called the target.

Takeovers are typically initiated by a larger company seeking to take over a smaller one. They can be voluntary, meaning they are the result of a mutual decision between the two companies. In other cases, they may be unwelcome, in which case the acquirer goes after the target without its knowledge or some times without its full agreement.

Types

Friendly Takeover

A friendly takeover is an acquisition which is approved by the management of the target company. Before a bidder makes an offer for another company, it usually first informs the company’s board of directors. In an ideal world, if the board feels that accepting the offer serves the shareholders better than rejecting it, it recommends the offer be accepted by the shareholders.

In a private company, because the shareholders and the board are usually the same people or closely connected with one another, private acquisitions are usually friendly. If the shareholders agree to sell the company, then the board is usually of the same mind or sufficiently under the orders of the equity shareholders to cooperate with the bidder. This point is not relevant to the UK concept of takeovers, which always involve the acquisition of a public company.

Hostile Takeover

A hostile takeover allows a bidder to take over a target company whose management is unwilling to agree to a merger or takeover. A takeover is considered hostile if the target company’s board rejects the offer, and if the bidder continues to pursue it, or the bidder makes the offer directly after having announced its firm intention to make an offer. Development of the hostile tender is attributed to Louis Wolfson.

A hostile takeover can be conducted in several ways. A tender offer can be made where the acquiring company makes a public offer at a fixed price above the current market price. An acquiring company can also engage in a proxy fight, whereby it tries to persuade enough shareholders, usually a simple majority, to replace the management with a new one which will approve the takeover. Another method involves quietly purchasing enough stock on the open market, known as a creeping tender offer, to effect a change in management. In all of these ways, management resists the acquisition, but it is carried out anyway.

Reverse Takeover

A reverse takeover is a type of takeover where a public company acquires a private company. This is usually done at the instigation of the private company, the purpose being for the private company to effectively float itself while avoiding some of the expense and time involved in a conventional IPO. However, in the UK under AIM rules, a reverse takeover is an acquisition or acquisitions in a twelve-month period which for an AIM company would:

  • Exceed 100% in any of the class tests; or
  • Result in a fundamental change in its business, board or voting control; or
  • In the case of an investing company, depart substantially from the investing strategy stated in its admission document or, where no admission document was produced on admission, depart substantially from the investing strategy stated in its pre-admission announcement or, depart substantially from the investing strategy.

Backflip Takeover

A backflip takeover is any sort of takeover in which the acquiring company turns itself into a subsidiary of the purchased company. This type of takeover can occur when a larger but less well-known company purchases a struggling company with a very well-known brand. Examples include:

  • The Texas Air Corporation takeover of Continental Airlines but taking the Continental name as it was better known.
  • The SBC takeover of the ailing AT&T and subsequent rename to AT&T.
  • Westinghouse’s 1995 purchase of CBS and 1997 renaming to CBS Corporation, with Westinghouse becoming a brand name owned by the company.
  • NationsBank’s takeover of the Bank of America, but adopting Bank of America’s name.
  • Norwest purchased Wells Fargo but kept the latter due to its name recognition and historical legacy in the American West.
  • Interceptor Entertainment’s acquisition of 3D Realms, but kept the name 3D Realms.
  • Nordic Games buying THQ assets and trademark and renaming itself to THQ Nordic.
  • Infogrames Entertainment, SA becoming Atari SA.
  • The Avago Technologies takeover of Broadcom Corporation and subsequent rename to Broadcom Inc.

Drawbacks of Takeovers include:

  • High cost involved with the takeover price often proving too high
  • Problems of valuation (see the price too high, above)
  • Upset customers and suppliers, usually as a result of the disruption involved
  • Problems of integration (change management), including resistance from employees
  • Incompatibility of management styles, structures and culture
  • Questionable motives
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