A.) A host of empirical evidence indicates that the gains from a typical merger
ID: 2762377 • Letter: A
Question
A.) A host of empirical evidence indicates that the gains from a typical merger accrue to the shareholders of the target corporation, not to the shareholders of the acquiring corporation. It seems the acquiring corporation should be in the "driver’s seat" in a typical merger. Why don’t their shareholders benefit? What do you think typically goes wrong to cause this result? Elaborate and Explain Please
B. The order of priority of claims in liquidation is firmly established in legal precedent. As depicted in Table 18.9 of the textbook, common shareholders are last in priority. Yet, in bankruptcy negotiations, creditors (who have a relatively high priority) often give up their debt in exchange for shares of common stock, whose claim on liquidation proceeds are last on the list. Why might they do this? Do you believe it is a good idea? Explain.
Explanation / Answer
Answer
Answer A
A host of empirical evidence indicates that the gains from a typical merger accrue to the shareholders of the target corporation, not to the shareholders of the acquiring corporation. It seems the acquiring corporation should be in the "driver’s seat" in a typical merger. Why don’t their shareholders benefit? What do you think typically goes wrong to cause this result? Elaborate and Explain Please
Answer :
When merger take place, business of target company gets merged with acquiring company. So in order to get such merger approved by shareholders of Target Company, It is necessary to offer lucrative consideration to shareholders of the target company. Shareholders of Acquiring company will not get any benefit immediately but they will get benefit of synergies resulted from merger over future period of time. So shareholders of both companies get benefits by way of different modes.
Answer B
The order of priority of claims in liquidation is firmly established in legal precedent. As depicted in Table 18.9 of the textbook, common shareholders are last in priority. Yet, in bankruptcy negotiations, creditors (who have a relatively high priority) often give up their debt in exchange for shares of common stock, whose claim on liquidation proceeds are last on the list. Why might they do this? Do you believe it is a good idea? Explain.
Answer
Payout priorities in involuntary liquidation is as follows
(a) Claimants whose claims are secured shall receive their security. To the extent their respective claims exceed the value of the security for those claims, as determined to the satisfaction of the liquidating agent, they shall each have an unsecured claim against the credit union having priority as provided in paragraph (b) of this section.
(b) Unsecured claims against the liquidation estate that are proved to the satisfaction of the liquidating agent shall have priority in the following order:
(1) Administrative costs and expenses of liquidation;
(2) Claims for wages and salaries, including vacation, severance, and sick leave pay;
(3) Taxes legally due and owing to the United States or any state or subdivision thereof;
(4) Debts due and owing the United States, including the National Credit Union Administration;
(5) General creditors, and secured creditors (to the extent that their respective claims exceed the value of the security for those claims);
(6) Shareholders to the extent of their respective uninsured shares and the National Credit Union Share Insurance Fund to the extent of its payment of share insurance;
(7) in a case involving liquidation of a corporate credit union, holders of then-outstanding membership capital accounts and nonperpetual capital accounts or instruments to the extent not depleted in a calendar year prior to the date of liquidation and also subject to the capital priority option described in appendix A of part 704 of chapter
(8) In a case involving liquidation of a low-income designated credit union, any outstanding secondary capital accounts issued pursuant to the authority of§ 701.34 or § 741.204(c) of chapter; and
(9) in a case involving liquidation of a corporate credit union, holders of then-outstanding paid in capital or perpetual contributed capital instruments to the extent not depleted in a calendar year prior to the date of liquidation and also subject to the capital priority option described in appendix A of part 704 of chapter;
(c) Priorities are to be based on the circumstances that exist on the date of liquidation.
(d) If the repudiation or disaffirmance of any contract or lease gives rise to a claim for damages, such claim shall be considered a general creditor claim under paragraph (b)(5) of this section and not a cost or expense of liquidation under paragraph (b)(1) of this section.
(e) All unsecured claims of any category or class or priority described in paragraphs (b)(1) through (b)(7) of this section shall be paid in full, or provisions made for such payment, before any claims of lesser priority are paid. If there are insufficient funds to pay all claims of a category or class, payment shall be made pro rata. Notwithstanding anything to the contrary herein, the liquidating agent may, at any time, and from time to time, prior to the payment in full of all claims of a category or class with higher priority, make such distributions to claimants in priority categories described in paragraphs (b)(1), (b)(2), (b)(3), (b)(4), and (b)(5) of this section as the liquidating agent believes are reasonably necessary to conduct the liquidation, provided that the liquidating agent determines that adequate funds exist or will be recovered during the liquidation to pay in full all claims of any higher priority. If a surplus remains after making distribution in full on all allowed claims described in paragraphs (b)(1) through (b)(9) of this section, such surplus shall be distributed pro rata to the credit union's shareholders.
Common shareholders’ claims are last on liquidation proceeds. The order of priority of claims in liquidation is established as per priority of rights on claims which is correct. Funds owed to creditors are in form of debt which represents outside liability so it is required to be paid first on other hand Common share holder takes business risk and provides risk capital to the company so his claim will be last on liquidation proceeds.
Sometimes during liquidation process, there is no enough proceeds available to repay the creditors fully and there are chances that company gone on liquidation may revive in future in such cases Creditors prefer to give up their debt in exchange for shares of common stock rather than getting nothing.
Related Questions
drjack9650@gmail.com
Navigate
Integrity-first tutoring: explanations and feedback only — we do not complete graded work. Learn more.