International Business Transaction - Michael Matson - Essay Example

Running Head: International Business Transaction International Business Transaction Name Institute Date International Business Transaction Question 1 The modern world is a global village that constitutes a global market with global products that are traded between one country and another. Countries lie in different jurisdictions and therefore have different laws to abide by. For corporate objectives to be met on a global scale, transnational practitioners have to effectively comply with the various laws. The structure of international business transactions should be therefore designed in a manner that allows economic, business and socio-cultural issues to blend into the law the interest of entrepreneurs worldwide to be met1. An example of such entrepreneurs is Michael Matson (MM), a New York-based business man. If Matson agrees to buy the #41 steel ingots from Salazar Steel (SS), a contractual agreement will be formed between the two parties. Matson will be the legitimate buyer and Salazar Steel Company will be the legitimate seller in this contract. There will also be a contract between Matson and the carrier, Bigman Carriers for the service of shipping the steel ingots from Brazil to New York. There will be a separate contract between Matson and the shipping company for the service of shipping the steel ingots from New York to Halifax. The final contract that will come into existence is the contract between Matson and Bilder Bay Shipbuilders (BB) where Matson will be the legitimate seller and Bilder Bay Shipbuilders (BB) the legitimate buyer. The general rule of Law states that each party is bound to the contract by all its terms once they sign it. This applies irrespective of whether they have read and understood the terms. Matson should therefore be keen in reading the content of each of the four contracts before he signs them and should seek consultation for whatever clause and term he may not understand. This will ensure that he is not held liable for losses due to breach of certain terms he was not aware existed in the very contracts that he signed. Terms of a contract could be conditions or warranties. Breach of conditions of the contract may terminate the contract while the breach of a warranty may survive its termination2. Breach of either a warranty or condition however results in damages for the party who caused the breach. There may also exist an exemption clause that excludes one of the participating parties from responsibility should anything go wrong when the contract is being performed. Matson should avoid signing a contract that has unfair terms or exemption clauses where they should not reasonably exist by law. Some of the terms incorporated into the contract between Salazar Steel and Matson include the fact that Salazar Steel will have to provide Matson with a product that exactly fits the description as agreed on in the contract, that is, the steel ingots have to have a warranty for purity (no more than 1.6% carbon) and they also have to meet the required metric tons. Also, the quality of the steel ingots should match the quality that Matson expects from Salazar steel3. Additionally, the steel ingots should be physically fit for the purpose that Matson intends for them. Matson should be keen in complying in these same terms when acting in the capacity as a seller to Bilder Bay Shipbuilders. Other terms that have to be adhered to are the dates on which the steel ingots are to be delivered and collected. Matson has to duly collect the metric tons of the steels ingots on August 10 and duly deliver them to Halifax on August 20. Matson should make prior arrangements for these processes to occur to ease himself from confusion on theses respective dates. Additionally, Matson has to pay for the steel ingots no later than August 8. The participants of the contracts mentioned above are also to pay the agreed price no later than the due dates. Legal title to the ingots will pass on the days that the property will be received by the Matson and later on by Bilder Bay Shipbuilders. Such terms should be well known to Matson before he signs any of the contracts. Breach of any of these terms attracts consequences as in Reigate v. Union Manufacturing Co (Ramsbottom) Ltd. Consequences befall on the party that causes the breach and such consequences include making financial compensation for damages caused to the other party. The contract may also be terminated and upon termination, the contract is discharged with finality. Matson should therefore take necessary caution to avoid acting inconsistently to these terms to avoid consequences that may prove costly to him. Furthermore, he should be aware of his rights in each contract and should duly uphold them whenever they are abused. For instance, if Salazar Steel delays in delivering the steel ingots, it should be held liable for any financial loss caused in a court of Law. The first aspect to consider when looking at the structure of international business transactions is the aspect of security. Before Matson enters into a contract with Salazar Steel, he should, first and foremost, ensure that Salazar steel is an ongoing entity that does not show prospects of future bankruptcy. This is done by doing a background check on the operations of the company in the recent past as well as communicating with other clients who have received the services of Salazar Steel. Likewise, a similar background check should be performed on Bilder Bay Shipbuilders. This will prevent Matson from entering into a contract from which he may incur great losses. This also ensures that, as a buyer, Matson has taken all necessary caution that a buyer ought to reasonably take before trading a product internationally, especially when dealing with a high-value product as this4. In the Herstatt case, for example, the business transaction between the participating countries resulted to great financial loss as one of the companies was evidently headed for bankruptcy. To create and enforce security interests of the contract, Matson should adhere to specific fundamental concepts, obligations and rights that will increase the effectiveness in the manner in which the contract is performed. Matson should notify other interested parties. Such parties that are indirectly involved in the contracts in context include corporations that deal with foreign sales and purchases in the various countries across which the steel ingots will be traded. Public registration or specific notification with public authorities may be required to enable Matson to claim possession of the imported ingots. Matson should also be aware of any additional costs, such as the countervailing duty of up to 50% on Brazilian steel that he may incur for importation of the steel ingots into the United States should the Law be passed on August 9. This will avoid the goods from being withheld and will keep security issues from arising if he attempts to collect the ingots withheld without making the necessary payments. Matson should also expose himself to defenses, set-offs or counterclaims that may possibly occur in the course of performing his contractual obligations. The final issue on security will require Matson to learn the requirements and limitations of public auction sales in the countries involved. This will enable him to mitigate his losses in the event that Bilder Bay Shipbuilders defaults in payment of the $11million dollars. In general, the security package should have architecture designed in a manner that allows it to survive potential commercial storms as well as contractual breaches that may emerge due to change in terms applicable and command of the parties involved5. The next important factor to consider when structuring international business transactions is tax arrangements. Being involved in any cross-border transaction requires one to face a multitude of tax-related issues as well as a wide array of tax regulations. Some have short-term consequences while others have long-term consequences. On the other hand, some are interdependent while others are totally isolated and independent. Matson has to therefore get involved in careful tax-planning because working in an international context requires him to comply with complex corporate and tax rules both at the foreign and domestic level. Matson is based in the United States of America. The U.S. tax operates in a manner that limits the ability of a U.S. citizen such as Matson to defer U.S taxes imposed on income earned commercially in foreign countries. The system also grants a tax credit on taxes imposed on foreign-source income that should be paid to foreign countries by U.S. citizens6. Matson should therefore know the procedures involved for the payment of such tax as well as the specific amount and date by which the payments should be made. He should also be fully aware of the fact that local and state taxes may also be imposed depending on how he, as a taxpayer, does business. Since his income-producing factors are not based in the U.S., Matson should no expect high taxes to be imposed on this transaction and should therefore proceed with it. After understanding the U.S. taxation system, Matson should seek to understand the taxation systems of the countries that will be indirectly involved if he were to sign the contracts. Matson should also ascertain whether there are special treaty rates that are charged as a result of two or more countries sharing a common treaty. For instance, the tax rates between two Commonwealth countries may be different from the rates between a Commonwealth country and a non-member country. Another issue to consider is possible double taxation. Matson should aim at eliminating such possibilities by making sure that no conduit scenarios exist both in the U.S. and in the related foreign countries. Conduit corporations are hands through which incoming and outgoing income passes through. In this case, double taxation may arise when foreign income handled by conduit corporations is taxed and one’s gross income is taxed yet again7. Such a scenario is experienced in Indofood International Finance v JP Morgan Chase Bank (2005, EWHC 2103, Ch D). Another tax issue that should be put into consideration is the type of companies that one is contracting with. Before signing the contract, Matson should know with certainty whether Salazar Steel and Bilder Bay Shipbuilders are holder companies or subsidiary companies. This is because the tax rate-charges on these two types of companies are different. Also the tax rate may also change when the trade is between the company and a foreign entity. Such tax issues may not be directly related to Matson but such information may be vital if the parties he contracts with decide to have cost-sharing arrangements. Another factor to consider when structuring international business transactions is trade formalities. When cross-border trade occurs, different and diverse trade formalities may arise depending on how the countries involved relate in the corporate or even in the political arena. For instance, if the countries fall under The General Agreement on Tariffs and Trade (GATT), which is the current World Trade Organization (WTO), the countries may enjoy more lenient trade formalities. On the other hand, if ones country does falls under such an organization but trade is to occur with a non-member country, the trade formalities involved should be well understood to rid one of delays and disputes. Another structural factor is that of the medium of payment. Matson should first reach an agreement with the other contractual parties on how the payments for the steel ingots should be made. Secondly, they should consider the fact that trading activities between two countries also involves the exchange different currencies8. Disparities due to the different rates of exchange should be calculated for the parties to have an acceptable range of deviation. Additionally, the rates of exchange that should be used are the rates that are prevalent on the dates of payment, that is, on August 8 and August 21. This will allow the international transactions to occur smoothly without being greatly affected by inflationary rates or devaluation of one or more of the currencies involved. Matson is to spend $50,000 on shipping and insurance expenses. This insurance cover only protects the steel ingots when they are in transit and Matson should therefore ensure that the goods are protected from any other risk when in storage in New York. The terms of both insurance covers should be well understood to avoid any losses or incidences where compensation is denied. Once these terms have been understood, Matson should strive towards adhering to them. When in comes to trading in the international arena, some counties have locally-admitted insurance coverage for local persons and property. Alternatively, there is one master global policy that covers these countries and such coverage is called non-admitted coverage. It would be wise for Matson to find out which coverage applies for the U.S. as the master global policy allows for global intervention in the event of the occurrence of risk while the locally-admitted policy does not. Matson has insufficient capital to purchase the steel ingots yet the payment for the purchase is required on August 8. The money he would receive for the sale to Bilder Bay Shipbuilders can only be accessed on August 21. Matson can still be able to make payment to Salazar Steel for the steel ingots by august 8 not in cash but by means of a letter of credit. A letter of credit is a special contractual agreement between two banks that is used in international transactions9. The issuing bank acts on behalf of its customer and it authorizes another bank, the payee’s bank, to make a payment to the payee. In this case, Citibank will act on behalf of Matson and authorize the Bank of Sao Paulo, Salazar’s bank, to make the payment of $10 million dollars to Salazar. This will give Salazar power to use the money before the actual payment of money is made on around August 21. The countervailing Duty of up to 50% on Brazilian steel must also be put into consideration should the decision be passed. However, for Citibank to accept to honor this request Matson has to be a creditworthy business man and evidence of this can be derived from past activity in his bank account. Other documents may be observed for the bank to determine whether the conditions and terms of the credit have been met. Such documents include specified documents that represent the contractual agreements with Salazar Steel and Bilder Bay Shipbuilders. The time limits on the documents will be analyzed for the latter of credit to be viable. Matson should ensure, on his part that such documents are in order. Additionally, international transactions that seek the use of such credits are governed by the International Chamber of Commerce and Matson has to also abide by its general provisions. Litigation arrangements should be done should any disputes arise. Any abusive structures in the international transactions that have been set by other parties will be answerable to Foreign Revenue authorities. Matson should be keen not to be subject to any claims under this category. On the side of the international contractual disputes, there are the International Arbitration Acts that play a dominating role in solving such disputes10. The International Arbitration Acts ensure that contractual rights are not abused, for example the right to due payment. The Acts also settle issues to do with title ownership and ownership risks that may occur due to unforeseeable requirements imposed by law. These International Arbitration Acts are comprehensive such that they cover issues to do with third-party guarantee in cases where they apply. Question 2 Plan1 An international licensing agreement is one that involves one company issuing a license to a foreign company giving it permission to produce and sometimes sell its products to its surrounding market11. It is a strategy used in international business to expand the market share over which a company has in a bid to increase its sales and consequently its profits. In this case, if KM were to license the production of its dishwashers to DK and NCF, it would give them permission to use KM’s technical specifications and intellectual property so that they can properly produce quality dishwashers. KM should ensure that such an agreement if carried out is documented in writing as it has always done with GS in the past for the agreement to be fully enforceable. Before entering into a contractual licensing agreement with DK and NCF, KM should ensure that the scope of the license is clear and well understood by the licensee parties. This ensures that KM retain the ultimate ownership rights of the intellectual property even it has licensed other companies to use it in their production process. Additionally, the scope of the license prevents any licensees from reproducing or pirating the product and selling it as their own to third parties. KM should pay attention to the license terms that relate to the revenue it will receive from the sale of dishwashers by DK and NCF. In this case, the royalties payable are 25% of gross profits and $25 per chip and KM should ensure these terms are adhered to. The license agreement should also state which party is to cover any maintenance costs that may arise. The method of litigation should be agreed on should disputes emerge. License agreements have a win-win objective that combines the licensor’s rights with the licensee’s resources in a way that results in both parties benefiting12. This is seen when KM increases its market share as DK and NCF gain a position that allows them to learn from the distinct brand and strong heritage of KM. Additionally, the incorporation of the two parties in the production process allows the aims of faster growth and higher margins to be met in a more efficient manner, that is, KM will be a widespread success in the whole European region. The result will be businesses that posses global leadership potential. Such potential however raises various concerns. The first concern that ails license agreements is restricted competition. If KM licenses DK and NCF to produce and effectively sell its dishwashers all over Europe, chances are that KM will gain a market share of about 75% of the existing market for dishwashers in Europe. Ownership of such a large amount of the market makes one’s company a monopoly creating an environment of unfair and harsh competition. The existence of smaller companies that manufacture dishwashers in Europe will be greatly threatened and some may be forced to shut down their operations. With no competition, KM as a monopoly can easily produce and sell goods of poor standards and high prices. KM will also not be compelled to aim at improving its product through inventions and innovations as it already enjoys a large market share. The consumers in this economy will have to bear the burden of such consequences. Yet another concern that surfaces when it comes to the issue of international licensing agreements is the overpricing of goods13. With KM as a monopoly due to its large market share, it has the power to set the prices of the dishwashers they manufacture. Since KM faces no threatening competition, it may overprice its products. This will harm its customers financially and will reduce the chances of a successful licensing agreement. Alternatively, if the cost of the licensing content goes up due to inflation or other possible causes, the price at which the KM dishwashers will be sold will have to increase. Such an increase in price will force customers to spend money on expensive dishwashers as there is a small variety of dishwashers they can choose from in a market dominated by KM. One of the ways in which this plan can be improved is by forming a licensing agreement with either DK or NCF but not with both manufacturing companies. This will ensure that fair competition exists in that sector of the economy. With fair competition, come competitive prices, innovation, invention and high quality standards. The needs of the consumers in Europe will therefore be adequately met with utmost satisfaction. Additionally, KM should not be allowed to license the production of its dishwashers to the northern or southern parts of Europe through both DK and NCF if it can manufacture the dishwashers itself in the U.S and supply to these parts of Europe in a profitable manner through either DK or NCF. This, on the other hand, ensures that fair competition thrives in the international context as well. Another solution to licensing agreement concerns is the shortening of the duration over which the agreements are applicable. This is done to reduce any restrictions of competition that may be in existence in the dishwashers manufacturing industry. By shortening the duration of licensing agreements to one year instead of 5 to 10 years allows other competing firms to penetrate and establish themselves in the European market with no inhibition from entry barriers. Furthermore, the government authorities will be able to set authorized production volumes for each year that KM and any of its licensees can progressively adapt as the years go by. Licensing agreements that are annually renewed also protect KM as the licensor should the market conditions change or the value of the license increase. KM should also make arrangements with DK and NCF concerning the litigation methods to use should contractual disputes occur. Circuit courts of the various countries involved can carry out arbitration processes to settle any disputes. Other organizations that can provide guidance on international licensing agreements include World Intellectual Property Organization (WIPO) and International Trade Centre (ITC). Plan 2 An acquisition is a corporate action that involves a company buying some or all of a target’s company’s ownership stakes in a bid to assume control of the target firm in context14. In this case, KM seeks to buy part of the ownership of DK by commercially acquiring it. By this, KM will achieve most of its goals aimed at growth and expansion without having to establish itself in the European market. It will also penetrate the European market and capture a larger market share as a result of its acquisition of DK. For a successful acquisition, KM has to pay attention to the acquisition terms and procedures to ensure any inhibiting factor is skillfully dealt with. Before KM decides to go fully with the plan of acquiring DK, it has to ensure that there is proper documentation of all the information vital to the acquisition process. KM also has to ensure that any hostility that may arise from the acquired firm’s management and workforce is professionally dealt with. This is important as is will prevent the whole acquisition from backfiring and instead resulting in great financial losses. KM should also be careful not to disable the acquired firm such that it fails to develop their talent and expertise the field of invention and innovation15. Additionally, the production of the KM products should not compromise on quality or the efficient use of resources. This will ensure that KM dishwashers produced KMD will be a more profitable production than if KM was to produce the goods themselves and ship them to Europe. One of the major concerns brought up due to acquisitions is Price increase of the dishwashers sold by KMD. Prices may increase due to the duplication of some processes experienced at the beginning point of the acquisition. Prices also increase due to the lack of standardization of goods produced as well as inventory stored16. Additional time, resources and expertise put into the acquisition process may force KMD to compensate for such expenses by increasing the overall price. The price of the dishwashers can also increase as target companies have their domestic currencies appreciated by 1% in relation to international acquirers. Generally, the cost of forming an acquisition will be shifted to the average consumer. As a result, the interest of the public is disregarded as they are compelled to carry the burden of a higher purchase price. Another concern that is coupled with acquisitions is organizational behavior of KMD. Organizational behavior includes the variable acquisition experience that KM may posses. If KM does not have sufficient experience when it comes to making an acquisition, it may not be able to do it successfully and may instead incur losses upon itself. Km should therefore seek expertise to ensure that they carry out the acquisition in a profitable manner. Another concern is the size of the target company in relation of the acquirer. KM has to put this size into consideration to ensure that the operations of the target company and that of the acquirer are properly integrated. Careful analysis of the relative size of the two companies will also help formulate a realistic operations model that incorporates the new scale of operations as well as the new level of production that should be adapted. Cultural differences are a major concern as well. The target company and the acquirer have workforces that hold different attitudes and mentalities. Fusing these two groups who are accustomed to different environments can lead to hostility and resistance17. Such resistance may hinder the operations of KMD from taking off and KM can therefore not afford to ignore this issue but deal with it appropriately. Another concern is the inability to achieve synergy. The acquisition process must have been planned for months with sufficient consultation from experts such as lawyers, but the synergizing of KM and DK resources and workforce may not go as anticipated. The main aim of acquiring DK will be to co-produce, leverage the newly combined network and penetrate new geographical areas. Without synergy, these aims cannot be achieved, negating the whole purpose of making the acquisition. The manner in which the management will be affected is another concern. Acquisitions may have numerous benefits but the managements of DK and KM may suffer a major blow. Both Managements cannot be realistically be maintained in KMD operations and vital changes have top be made. KM has to be careful enough to select personnel that are more qualified and experienced to manage KMD as well as retain DK management that will be necessary to help DK adapt and restructure for the acquisition. The final concern is the "special introductory price" that is, a 50%discount on the dishwashers to be sold in the southern part of Europe. Offering such a great discount introduces the risk of KMD focusing too intently on minimizing its operational cots so as to be able to o afford the discount. KM must plan carefully for KMD so that is does not focus too much on cost-cutting and integration such that it neglects its day-to-day operations. Ways in which this plan can be improved is first by ensuring that the presence of KMD in Europe will not lessen or prevent competition of the existing firms in the dishwasher manufacturing industry. This can be done by adhering to the conditions and terms of the Competition Acts that are enforceable in Europe. Adherence to these Acts ensures that the interest of the public are put into consideration as customers will be provided with the lowest possible prices in the face of healthy competition. Another way to improve the plan will be for KM to have a rapid integration with DK. This involves resolving unpopular issues honestly and immediately. This will ensure that any resistance from the target company is dealt with before it boils up and it also ensures that new functions are taken up promptly without any costly delay. Delaying integration will delay development so KM should embrace fast integration to ensure that the regular organizational life is not destabilized18. Finally to improve the plan, weak infrastructure in KMD has to be recognized and worked on appropriately. There should be a consistent evaluation of the Target company’s conditions to ensure that frequent adjustments are made for the operations to fir in the organizational acquisition plan. Effort should be put to make arrangements of how production of dishwashers by KMD will be aligned to the strategic plans of KM at the technical, functional, enterprise and corporate level. Frequent feedback from the new KMD workforce should be sought for KM to constantly work on improving the acquisition on a long-term basis. Finally, KM should create an environment that encourages empowerment, inventions, visionary solutions and innovations to enable KM and KMD to move forward consistently19. All in all, international business transactions, whether licensing agreements or acquisitions, may have conditions to follow for them to benefit those who are party to them. The local industry of a country also benefits from such transactions as they are exposed to high standards of international competition that will challenge them to improve their performance. References AbramsL., (2000), "Civil Litigation The Official Guide to Legal Specialties National Association for Law Placement, Harcourt Legal & Professional Publications, Chicago, page 71, ISBN 978-0-15-900391-6 Are you an author? Learn about Author Central Arlene Bielefield, Lawrence Cheeseman, (1999), Interpreting and negotiating licensing agreements: a guidebook for the library, research, and teaching professions, Neal- Schuman Publishers. Bernd Spahn, (1995), "International Financial Flows and Transactions Taxes: Survey and Options". University of Frankfurt/Main; Paper originally published with the International Monetary Fund as Working Paper WP/95/60. (http://www.wiwi.uni-frankfurt.de/profs/spahn/pdf/publ/7-041.pdf. Retrieved on 2010- 01-13) Campbell D. and Center for International Legal Studies, (1997), Structuring international transactions, Kluwer Law International, Sales Transactions: domestic and international law (Foundation Press 1992, 3d ed. 2006). Cotter S., and Campbell D., (1995), Comparative Law Yearbook of International Business, Volume 18; Volume 1996 Datta D., Grant J., and Rapagopolan N., (1991), Management incompatibility and post acquisition Autonomy: Effects on acquisition performance. In: P. Shrivastava (Ed.), Advances in Strategic Management (Vol. 7, pp. 157–182).    DePamphilis D., (2008), Mergers, Acquisitions, and Other Restructuring Activities. New York: Elsevier, Academic Press. pp. 740. ISBN 978-0-12-374012-0. Ernest William Ogram, Liebog Company, Georgia State University. College of Business Administration Licensing agreement: common problems and strategy, the Lieborg [sic] Company Issue 33 of Working paper, Business Pub. Division, College of Business Administration, Georgia State University. Griffith-Jones, (2009), "Now let's tax transactions". The Guardian (London). (http://www.guardian.co.uk/commentisfree/2009/dec/07/tobin-tax-climate-change- investment. Retrieved 2010-01-13) Honnold J. and Reitz C., (1992), Cases, Problems and Materials on Sales Transactions: Domestic and International Law, Foundation Press. King D., Dalton D., Daily C. and Covin, J., (2004), "Meta-analyses of Post-acquisition Performance: Indications of Unidentified Moderators". Strategic Management Journal 25 (2): 187–200. doi:10.1002/smj.371. King D., Slotegraaf R. and Kesner I., (2008), "Performance implications of firm resource interactions in the acquisition of R&D-intensive firms". Organization Science 19 (2): 327–340. doi:10.1287/orsc.1070.0313. Labaton S., (1983), Merger Wave Spurs a New Scrutiny, N.Y. Times, and Dec. 13, 1998, at 38. Department of Defense, Industrial Security Regulation, Directive 5220.22- R, 2- 201(a) (Jan. 1983). Michael S. Schadewald; Robert J. Misey Jr. (2005), Practical Guide to U.S. Taxation of International Transactions, Fifth Edition, CCH. Finkelstein H., Legal Aspects of Commercial Letters of Credit, pp. 275-295 Raysman R., Pisacreta A. and Adler K., (1999-2008), Intellectual Property Licensing: Forms and Analysis, Law Journal Press, ISBN 973-58852-086-9 Schulmeister S., Schratzenstaller M. and Picek O, (2008), A General Financial Transaction Tax. Motives, Revenues, Feasibility and Effects. Research Study by the Austrian Institute of Economic Research, co-financed by Federal Ministry of Finance and Federal Ministry of Economics and Labour, URL: (http://www.wifo.ac.at/wwa/servlet/wwa.upload.DownloadServlet/bdoc/S_2008_ FINANCIAL_TRANSACTION_TAX_31819$.PDF) Sherer M., (1999), The Lesson from Chrysler, Citicorp and Mobil: No Companies Nowadays Are Too Big to Merge, Wall St. J., Jan. 4, 1999, at R8. Straub T., (2007). Reasons for frequent failure in Mergers and Acquisitions: A comprehensive analysis. Wiesbaden: Deutscher Universitäts-Verlag (DUV), Gabler Edition Wissenschaft. ISBN 978-3-8350-0844-1. ] The Uniform Commercial Code and the Convention on Contracts for the International Sale of Goods, in ABA, Negotiating and Structuring International Commercial Transactions (1990, 1991). The Year of the Mega Merger, Fortune, Jan. 11, 1999, at 62, 64 MacDonald E., (1998), FASB Moves to Buttress Its Opposition to Use of Pooling of Interests in Mergers, Wall St. J., Dec. 16, 1998, at B8. Willens R., (1998), Shifting the Goodwill Hit in Acquisitions by U.K. Firms, Mergers and Acquisitions J., Aug. 1, 1998, at 48. Read More