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Mergers, Acquisitions, and Divestitures, oh my! Medium


The general goal of the antitrust agencies in evaluating remedies is to restore the competition that may be lost in the underlying transaction. This general goal can be achieved in ways that are tailored to the specific facts of each transaction. For structural remedies, as described above, agencies evaluate many factors, including the sufficiency of divested assets, the adequacy of the divestiture buyer and the actual mechanics of the divestiture.


T the respective boards of TRPI and ACAI may now invoke the time-consuming Charter Restriction process, to which they are legally entitled, should not hinder your good faith efforts to comply with s.7. 268A prohibits a state employee from having a direct or indirect financial interest in a contract made by a state agency in which the Commonwealth or a state agency is an interested party. The restrictions of s.7 will not apply, however, to a state employee who, in good faith and within thirty days after he learns of an actual or prospective violation of the section, makes a full disclosure of his financial interests to the contracting agency and terminates or disposes of the interest. Prior to your appointment to the position of Secretary of Transportation and Construction, you were President and a member of the Board of Directors of ACAI, and a holder of 50% of the issued and outstanding capital stock of ACAI. Under Section 16 of the Lease Agreement, ACAI may not, without the prior written consent of the MBTA, permit a voluntary transfer of any beneficial interest in ACAI. A website belongs to an official government organization in Massachusetts.


Brewing frustrations about climate double entry accounting delays have thus incited a movement towards fossil fuel divestment, whereby institutions and investors “starve” dirty firms of capital. In theory, divestment can raise the cost of capital for firms in polluting industries, essentially making it more expensive for them to borrow money. This could, in turn, make it difficult to continue their status quo operations that harm the planet and even put them out of business if the increase is large enough. Doing so requires knowing which strategies and management practices can actually steer firms in the right direction, though. I explore this open question in the chapter by analyzing the relationship between firms’ stated strategies for reducing their environmental footprint, if they have them, and environmental performance as measured by whether they are on track to meet the Paris Agreement emissions targets. I focus on large firms in 16 pollution-heavy industries, like oil and gas, cement, and steel.

However, the selling of a company unit in order to enhance financial performance is the most frequent scenario. Examples include Thomson Reuters , which sold its intellectual property and sciences section in July 2016 to a private equity firm. The business decided to divest because it wanted to decrease its balance sheet debt, which resulted in the sale. In exchange for selling part of its assets, a firm may reduce its operating expenses, pay down its debt, reinvest, concentrate on its main business , and simplify its operations.

Our Strategy to Simplify: Lessons from Our Divestiture Journey

A divestiture plan should be as specific as possible, and should indicate the manner in which divestiture will be accomplished – for example, by a bulk sale of the assets to a third party, by “spinoff” or distribution of shares to the shareholders of the divesting company, or by termination of prohibited activities. Which one of the following is NOT part of the task of checking a diversified company’s business lineup for adequate resource fit? Determining whether the excess cash flows generated by cash cow businesses are sufficient to cover the negative cash flows of its cash hog businesses.

  • In the past, divestitures have taken many different forms, and the Board has followed a variety of procedures in enforcing divestiture requirements.
  • This could, in turn, make it difficult to continue their status quo operations that harm the planet and even put them out of business if the increase is large enough.
  • For structural remedies, as described above, agencies evaluate many factors, including the sufficiency of divested assets, the adequacy of the divestiture buyer and the actual mechanics of the divestiture.
  • This may help a business to secure new investment to expand elsewhere.

In 2022, we completed five sales in Australia, Bahrain, Malaysia, the Philippines and Thailand, and signed deals in four more markets. We also made strides in winding down our consumer businesses in Korea and wider operations in Russia, as well as recently announced the wind down of our consumer businesses in China. E)selecting only businesses that have ample resources to compete successfully on their own for sale to another company. C)purchasing a business by selling shares of stock to the investing public or borrowing funds.

Divestment vs. Investment: One Goal, Two Strategies

LTV’s purchases from Okonite have been only about $2,000 per year. The evidence shows that LTV does not purchase or use in its production any appreciable amount of wire and cable of the types Okonite manufactures. The evidence shows that Okonite will buy approximately 28,500 tons of copper from Kennecott in 1965. Kennecott anticipates increases of production of 40,000 additional tons in 1966 and 70,000 in 1967.

Centura Health announces Utah M&A expansion alongside JV … – FierceHealthcare

Centura Health announces Utah M&A expansion alongside JV ….

Posted: Wed, 15 Feb 2023 17:33:17 GMT [source]

I find that a subset of strategies is linked to a firm being on track, but not all. Those that seem to make a difference involve integrating and aligning incentives throughout the organization rather than simple disclosure of emissions, such as tying environmental performance to executive compensation, using third-party verification of emissions data, and setting an internal price of carbon. While my study is descriptive and more research is certainly warranted, I hope this work can offer environmentally-minded investors some insights into how they can use markets for good – and to also offer a case study for how stakeholder capitalism can function in practice.

In turn, there’s a loss of knowledge capital for the newer company supporting the system. The company needs to consider if there are additional business processes that it will need to control now that it is its own entity, Romaniello adds. The government’s attempted explanation for its present opposition to the proposed LTV supply contract is not persuasive or convincing.

okonite company

A process was set to determine the value of those interests at that time. Critically, a divestiture strategy often will include a roadmap outlining what will happen after the de-integration process, such as how resources will be reallocated and how income generated from the divestment will be used. A divestiture strategy typically centers on the type of divestment a company has chosen to pursue. It will follow the standard process, beginning with a portfolio review, followed by buyer identification, and then de-integration. That plan will need to answer questions of legal ownership and intellectual property transfers, and retention or severance of any employees operating within the unit. This plan should also create an agreed roadmap with the buyer outlining when and how the assets will change hands.

We continue to pursue a dual process for Citibanamex’s consumer, small business and middle-market banking operations, which includes both the sale of the business as well as the potential for an IPO. In the 14 markets where we set out to exit our consumer businesses, our talented and loyal colleagues felt uncertain about their futures. It was up to our leaders across Legacy Franchises to demonstrate empathy and provide reassurance about what lies ahead. We focused on communicating frequently and transparently, treating every colleague with respect and sharing as much information as soon as we could. We spoke with countless employees and offered opportunities to learn about the organizations they’d be joining.

The Guide to Merger Remedies – Global Competition Review

The Guide to Merger Remedies.

Posted: Mon, 08 Nov 2021 08:00:00 GMT [source]

To retain the independent fabricators as consumers and customers in times of over-supply, the copper producers have established allocations for each customer which are of special price benefit to independent fabricators in the recurrent periods of shortage. In certain circumstances, the antitrust agencies may require ‘crown jewel’ provisions, which require a more marketable divestiture package to be provided to a divestiture trustee to sell if the merging parties are not able to sell the originally agreed package of assets within the agreed period. If the remedy includes a ‘buyer upfront’, the agencies may not focus as much on crown jewel provisions. Divestiture is when a company sells, exchanges, or otherwise disposes of a subsidiary, business unit, or other type of asset.



Posted: Wed, 28 Dec 2022 08:00:00 GMT [source]

Where a specific time period has been fixed for accomplishing divestiture, the affected company should endeavor and should be encouraged to complete the divestiture as early as possible during the specific period. There will generally be substantial advantages to divesting companies in taking steps to plan for and accomplish divestitures well before the end of the divestiture period. For example, delays may impair the ability of the company to realize full value for the divested assets, for as the end of the divestiture period approaches the “forced sale” aspect of the divestiture may lead potential buyers to withhold firm offers and to bargain for lower prices. In addition, because some prospective purchasers may themselves require regulatory approval to acquire the divested property, delay by the divesting company may – by leaving insufficient time to obtain such approvals – have the effect of narrowing the range of prospective purchases. Thus, delay in planning for divestiture may increase the likelihood that the company will seek an extension of the time for divestiture if difficulty is encountered in securing a purchaser, and in certain situations, of course, the Board may be without statutory authority to grant extensions. In addition, because some prospective purchasers may themselves require regulatory approval to acquire the divested property, delay by the divesting company may—by leaving insufficient time to obtain such approvals—have the effect of narrowing the range of prospective purchases.

presumptions of control

The use of a “Divestiture Trustee” acting as agent of the Court should be reserved for the very rare and very exceptional case where divestiture can be accomplished by no other possible means. With the highly uncertain future of a spun-off Okonite, its key employees might for their own security take jobs with Okonite’s competitors. Customers seeing these probable difficulties of a spun-off Okonite might well start looking for other and more certain sources of supply. In excess of the allocation to which Okonite would be entitled, assuming the continuation of Kennecott’s allocation system, on the basis of Okonite’s past purchases and Kennecott’s projected increases in production during the four-year option period.”

It would be unreasonable to place such newly appointed state employees in immediate violation of s.s.4 or 7 merely because of a compensation timing which they do not control. However, each of these prior opinions involved housing and rental subsidies paid to the state employee. If no exemption is applicable, any state employee is in a position to influence the awarding of contracts by any state agency in a way which may be financially beneficial to himself. Because it is impossible to articulate a standard by which one can distinguish between employees in a position to influence and those who are not, all will be treated as if they have influence … But it may be possible, in at least some instances, to implement such a theory of the section with selective rapier thrusts where needed, rather than indiscriminate sledgehammer blows on any employee who is caught in the area.

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