M.Comm. / The purpose of this study is to determine the tax implications of mergers and acquisitions. and more specifically the tax implications of the selling and purchasing of assets and shares. Mergers and acquisitions Mergers and acquisitions are two methods to combine companies. Both will lead to a business combination. It can mean that either the assets or the shares of the acquiree are purchased. The sale and purchase of assets or shares When two or more companies decide to merge. the one company can acquire the assets of the other compan). The purchase and sale of intellectual property and goodwill are important during mergers and acquisitions. Other assets like trading stock. debtors and bad debts and fixed assets will also be purchased and sold.

In this research paper, business post-acquisition integration strategies and structures are introduced and discussed. Concepts are presented to demonstrate and support how formulation and implementation of these strategies and structures will safeguard smooth organisational change that will result in achieving synergy and value creation. Of paramount importance is that the activity of mergers and acquisitions enhances shareholder value and produce sustainable economic growth for the organisation concerned.The aim of this research is not to give an overview or an abundance of examples and data of recent mergers and acquisitions, but rather to present a case study of a dominant South African furniture and white appliance retailer’s post-acquisition integration process on assimilating two diverse acquisitions in the audio visual, electronic and office automation retail sector. The outcome is to present thoughts and insights on how the post-acquisition integration process should be organised, managed and implemented.One of the main reasons that value is not enhanced through business integration by means of mergers and acquisitions is the fact that the wrong corporate strategies and business integration strategies are formulated and selected. Another important factor is inadequate post merger management, not capable of handling the integration process and the major changes that take place in the organisation involved in the process. It has been noted in this paper that in order to increase shareholders’ value through M&A, a carefully planned and formulated strategy is critical and a proper post-merger management plan / action plan has to be drawn up, put in place, and implemented.The twelve maxims for successful mergers and acquisitions are identified. It is established that M&A should be part of a planned strategic activity and the outcomes of acquiring a company should meet clear and measurable business objectives. Finding the right approach for success is critical to the process. Taking time to fully understand the acquired business properly, making changes at the appropriate speed, acknowledging and dealing with cultural issues, communicating both vertically and horizontally, motivating and rewarding key people in both organisations, and establishing consistent managerial controls and reporting are important issues that need to be addressed and dealt with. If not properly addressed and if the wrong approaches are taken, business integration will fail and value will be destroyed. What can be concluded is that an increase in the value of the parent company through mergers and acquisitions is heavily dependent on the chosen integration strategy and on establishing proper post-merger management to guide and manage the process to its successful end. / Dissertation (MBA)--University of Pretoria, 2010. / Gordon Institute of Business Science (GIBS) / unrestricted

A merger occurs when two or more organisations integrate for a specific reason and become one entity in order to ensure success. Careful consideration and thorough planning must be done and several steps need to be followed to avoid a merger being unsuccessful. Good leadership and communication strategies are the key to a successful merger. This study deals with the strategies for value-creation in a post-merged organisation and the main problem that this research study addressed was: What strategies could an organisation use to ensure that desired values are created in a post-merged organisation? To answer the above question it was necessary to address the preferred organisational values and outcomes of a successful merger and leadership strategies that organisations can utilise to ensure that the preferred values and outcomes of a merger are achieved. Thereafter, various models were outlined and evaluated and a proposed integrated model for the implementation of desired values in a merged institution element was developed to ensure that the members of the organisation internalise the desired values and that these values are reflected in all organisational functions and behaviour. Lastly, based on the theoretical findings of the literature survey, a questionnaire was developed and distributed amongst employees of the Nelson Mandela Metropolitan University (NMMU). As a result of this study it was clear that it is imperative that the decision to implement the leadership and communication strategies proposed in the integrated model remains with the senior management. The organisation will only experience success while coordinating these strategies if senior management is totally committed to the process.

The Western Canadian Trucking Industry has been undergoing much acquisition activity since 1950. Because of the growing importance of this, it is essential that the effects on the performance of trucking firms be fully understood. This study is meant to be an initial inquiry to document, and to identify the factors that have been conducive to this activity in the Western Canadian Trucking Industry principally for the time period 1950-1968. This investigation was principally conducted through the interview technique. The sample of firms used in this study, although not all inclusive, was generally agreed among those interviewed to consist of all the major trucking firms active in acquisition activity in the Western Canadian Trucking Industry. Many factors are isolated as being conducive to this activity. These factors were identified principally from current literature on the merger field generally. The relative importance of these factors is discussed. This study found that many of the acquisitions that have taken place since 1950 were principally to extend the route authority and commodity base of operations. These are of a market-oriented type generally typified by end-to-end acquisitions designed to offer better services. Most consist of larger firms acquiring smaller trucking firms, usually ones in financial difficulty. In almost all cases, the most valuable asset of the acquired firm has been the route authority. In practical terms, it was found that the only expedient way for a trucking firm to expand was to purchase additional existing route authorities, since an applicant for a new route authority must prove public convenience and necessity to the regulators. The environmental factors isolated in this study have been conducive to acquisition activity. This activity occurred during periods of economic expansion when business expectations were generally high and many firms were available for sale after incurring operating difficulty during the preceeding recession. The legal factor was also found to be strongly conducive to this activity. This was attributed to the regulatory practices of restricting entry and relatively easy approval of route authority transfers. Much of the acquisition activity was attributed to the exploitable situations that prevailed after World War II, the fortuitous railway strike of 1950 and completion of the Trans-Canada Highway. It was also found that many industry factors were conducive to the acquisition activity. The technological factor suggests that larger firms have been desirable to provide the managerial and capital base necessary to keep a firm competitive. The diversification factor suggests that many trucking firms diversified their geographic and commodity base to stabilize earnings, balance head and back hauls, and offer better service in hopes of gaining more traffic. The industry is still in the early stage of the industry life cycle with a few larger, financially more stable firms surviving the forces of competition. This factor suggests that acquisition activity should tend to slow down as the opportunities for expansion and acquisition become less. Many small trucking firms, with limited management ability, either went bankrupt or recognized the need for the many specialized abilities necessary for survival and have tended to be acquired as a result. The financial factor tended to be conducive to the acquisition activity as well. Many small trucking firms have run into a squeeze where they have not been able to properly finance equipment and expansion and have tended to be acquired or go bankrupt. The sympathetic factor, where one carrier sees another expand services through route authority acquisition and hastens to do likewise, can also be viewed as being conducive to this activity. Economies of scale were found to have little effect on the acquisition activity. Although evidence shows that there are no economies of scale of firm size, it was suggested in the discussion that there may be economies of density, management, accounting, advertising and finance that tend to be conducive to acquisition activity. / Business, Sauder School of / Graduate

The objective of this thesis is to examine the traditional structure-conduct-performance (SCP) paradigm as it applies to current Canadian merger policy and to Canadian merger activity during the period January 1964 to December 1983. The SCP paradigm postulates that with increasing industry concentration there will be increased incentives for firms within the industry to engage in anti-competitive, collusive behavior. Since successful collusion increases product prices, the SCP paradigm implies that horizontal mergers, which by definition increase concentration, will generate increased industry-wide profits. Thus, horizontal mergers should benefit not only the merger participants, but also the product market rivals of the merging firms. This hypothesis is examined using a sample of Canadian horizontal mergers in oil and gas, mining and manufacturing industries and a "control" sample of non-horizontal mergers taking place in the same industries. The results do not support the collusion hypothesis postulated by the SCP paradigm but are consistent with the theory that Canadian mergers are motivated by perceived economic efficiencies. / Business, Sauder School of / Graduate

This study examined financial aspects of the consolidation or annexation of 12 pairs of school districts in Texas during the period 1996-2006. Nine of the twelve districts consolidated by mutual agreement of the two school boards and three annexations were by order of the Commissioner of Education of Texas. Financial criteria studied were: a) per pupil expenditures, b) total state aid, c) transportation costs, d) administrative costs, e) school district "wealth" status, and f) facilities assets/liabilities. Each of the initial 24 independent school districts' criteria were collected for two years prior to consolidation and the 12 newly formed consolidated districts criteria were collected for the two years following consolidation. After consolidation, ten of the twelve districts had fewer than 1,000 students. Of the other two districts, one district had approximately 3,000 students and one large district had over 150,000 students. Some districts experienced increases in local expenditures relative to transportation, administrative costs and total expenditures while other districts decreased costs over time. Twelve non-consolidated districts with similar characteristics of the twelve consolidated districts were reviewed with the non-consolidated districts exhibiting increase and decrease fluctuations seen in the consolidated school districts. These findings suggested that each of the issues studied in public school finance need to be examined with more specific criteria in order to ascertain cause and effect relationships with regard to school consolidation financial impact on state and local revenues and expenditures.

Mississippi has an abundant supply of underground aquifers which are utilized by community water systems as their source of drinking water. As the demand for water increases through the increasing population and the influx of industries, there is a need to manage the consumption and distribution of this valuable resource. Since its inception, the Mississippi drinking water industry has spawned new regulations, new management options, and creative ideas to promote a safer more efficient community water system. The Mississippi State Department of Health-Bureau of Public Water Supply’s Capacity Development Assessment is a comprehensive survey completed annually for every community water system in Mississippi. The Capacity Development Assessment will be used to gauge the quality of performance of the specified community water systems based exclusively on size classification, exclusively on government structure classification, and government structure by size classification. Over the past 15 years, Mississippi has seen several centralization efforts occur, where a municipality, utility district, and/or a rural water association merges with one or multiple adjoining or close proximity community water systems. This results in one of the three main legal structures of government over community water systems increasing in size in an effort to heighten performance. This research has analyzed the size (population) and government structures of Mississippi community water systems and has determined that economies of scale do exist. Government structure alone does not have an effect on the performance of community water systems but size alone does have an effect on the performance of community water systems. Municipalities and rural water associations reach optimal performance at the medium size classification and utility districts reach optimal performance at the small size classification. Regardless of the driving force, it is valuable to see that all of the Mississippi consolidating government structures are able to achieve optimal performance. Future state and/or federal legislatures, county governments, city governments, public water supply associations, and business economic drivers can benefit by knowing which structure(s) of community water system governance is the most productive and efficient when the time comes to explore the option of persuasion or mandates to increase viability or heighten performance.

In the past, consolidation of schools was studied for the post-consolidation phase. This study focused on the pre-consolidation perceptions of administrators, teachers, and parents in the areas of academics, athletics, and interactions and collaborations between administrators, teachers, students and parents of two school districts in Mississippi that went through consolidation. Data were collected through: a) archival data, b) observations, and c) focus group interviews of administrators, teachers, and parents from the two school districts. Data from all sources were carefully reviewed and coded, further categorized, and emerging themes were related to the research questions. This study found that after consolidation, Starkville School District (SSD) students would continue to do the same academically while the Oktibbeha County School District (OCSD) students will improve and do much better academically. SSD students would continue to do the same athletically but face more competition while OCSD students will have more choices, and face more competition. All stakeholders agreed that most of the OCSD administrators will be without employment. Teachers and parents from both school districts thought the administrators from both school districts will get along fine. Moving into the future all thought teacher interactions will go well. SSD administrators, teachers, and parents thought student interactions will be fine. OCSD administrators, teachers, and parents thought initially student interactions might be rough but it will be fine later. SSD administrators, teachers, and parents and OCSD teachers thought parent interaction will go well. OCSD administrators and parents thought parent interaction would be fine if they were treated right by the SSD parents. More research during the pre-consolidation phase needs to be done. Areas like transportation and funding need to be studied. Quantitative studies for the areas looked at in this study need to be done. Longitudinal studies needs to be done in the future. Students need to be used as participants in future research.

The mid 1980s and the mid 1990s both saw an incredible amount of merger activity, however, the characteristics of both were very different. Research seems to inidcate that the 1980s merger wave was primarily stimulated by the desire to eliminate corporate inefficiencies. Acquirers of this time period were highly leveraged and encountered a great deal of hostility from target management. After a short decrease in merger activity the mid 1990s intensified to number comparable to those of the 1980s. Noticeable absent was the hostility, leverage and inefficiency that was so prevalent in the 1980s. Instead the 1990s mergers were friendlier and were not as leveraged. In order to determine the origin of these differences the characteristics of targets from both time periods are examined and further research was conducted into the macroeconomic conditions. The results indicate the beneficial affects of the 1980s merger wave indirectly affected the stimulus and the characteristics of the 1990s.

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