Regulations & Ethics Flashcards

1
Q

Terminal Values (+2 e.g.’s)

A

Purposes we should strive for, 1. Personal Values (peace of mind), 2. Social values (world piece)

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2
Q

Instrumental Values (+2 e.g.’s)

A

How one should behave, 1. Moral Values (being honest), 2. Competence Values (behave imaginatively)

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3
Q

Business Norms

A

Triple bottom line and trust

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4
Q

Ethical Dilemma (definition + 3 conditions)

A

A situation in which a difficult choice must be made between two courses of action, either of which entails transgressing a moral principle. Neither of the options will resolve the situation in a morally acceptable manner.

Conditions:
1. The person is obliged to make a decision
2. There must be different courses of action to choose from
3. Some moral principles are always compromised

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5
Q

Reasoning business Ethics (2 ways including it’s definition)

A

Consequentalism (utilitarianism)
- Intended outcome based
- The greatest happiness principle
e.g. train track -> moving the switch

Non-consequentalism (deontology)
- Principle based
- Doing the right thing for the right reasons

e.g. train track -> not moving the switch

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6
Q

Whistleblower

A

an individual who exposes or brings to light information about illegal, unethical or fraudulent activities within an organization. The dillema: do I expose my company or am I loyal?

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7
Q

The principle agent theory

A

A conflict in priorities between the owner of an asset and the person whom control of the asset has been delegated.

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8
Q

Moral hazard of the principle

A

The difference of interests between the principal and the agent. E.g. An employee might take more risks because they know their employer will bear the cost of any failures.

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9
Q

Information assymetry

A

There may be a situation in which the principal has limited knowledge about the agent’s decisions and behaviours. E.g. a docter (agent has more medical knowledge than the patient (principal)

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10
Q

How can moral hazard and information asymmetry be avoided?

A
  • Clear contracts
  • Reliable reporting
  • Strict external supervision
  • Self regulation
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11
Q

Name 7 Principles of ethical decision making and explain them

A
  1. Long term self interest: you should never take any action not in your organisations long term self interest.
  2. Personal virtue: you should never do anything that is not honest, open & truthful
  3. Religious injunctions: You should never take any action that is unkind or that harms a sense of community
  4. Government requirements: the law represents minimal moral standards of society, so you shouls never take any action that violates the law.
  5. Utilitarian benefits: You should nev er take an action that doesnt result in greater good for society
  6. Distributive justice: you should never take any action that harms the least fortunate among us in some way
  7. Individual rights: You should never take an action that infringes on others agreed upon rights
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12
Q

3 trends and developments in ethics

A

AI, humanisation of climate and animals, inclusion of perspectives

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13
Q

Contract (+ what could happen without a contract)

A

Spoken or written agreement
Without a contract the following could occur:
- Misunderstanding of what was agreed
- The supplier does not supply what was agreed
- The buyer refuses to pay the agreed amount
- What the supplier delivers is substandard or dangerous
- The supplier causes damage to the buyer on delivery

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14
Q

Conditions to enter into a contract

A
  1. The offer (would you like to?)
  2. Acceptance (i accept your offer)
  3. Considerations (who is paying what)
  4. Competency and capacity (we know what we are doing - age, mental competence)
  5. Legal intent (we intend this to be legally binding)
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15
Q

Formal elemants of a contract

A
  1. Parties involved
  2. Definition and interpretation of terms used in the contract
  3. The jurisdiction under which the validity, correctness and enforcement of the contract will operate
  4. Duration and territory of the contract (when and where)
  5. The nature of consideration e.g. fees, goods etc
  6. Obligations associated with each role, including terms and conditions for invoicing and payment
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16
Q

Electronic B2B contracts allow for

A
  • Location and time tracking
  • Electronic negotiations throughout various locations
  • E-signature and virtual-evident agreements
    etc.
17
Q

CISG and UCC

A

CISG (United Nations Convention on Contracts for the International Sale of Goods): An international treaty that provides uniform rules for international sale of goods to facilitate global trade.

UCC (Uniform Commercial Code): A comprehensive set of laws in the United States standardizing commercial transactions, including sales, across different states to ease domestic commerce.

18
Q

Mistakes and misinterpretations that can affect the validity of a contract (name 3 and if the contract is now voidable or not)

A

Mutual mistake (voidable); occurs when both parties are misguided about the same tangible facts. Business contract of sale is voidable by mutual consent.

Common mistake (voided): occurs when both parties agree, but performance of the contract is impossible. A contract is voided if it is clear that the mistaken terms are fundamentally different from the intended terms.

Unilateral mistake (not voided): occurs when one party to an agreement is misguided by terms and conditions. The contract remains valed.

19
Q

Supplier code of conduct

A

A Supplier Code of Conduct is a set of guidelines and ethical standards that a company expects its suppliers or vendors to follow. E.g. Labor practices, environmental responsibility, ethical business practices

20
Q

Framework agreement

A

A framework agreement is a pre-established arrangement between buyers and suppliers that sets the terms and prices for future purchases, eliminating the need for repeated, individual contract negotiations for each procurement.

21
Q

DD

A

Due Diligence (DD) is a comprehensive appraisal conducted by a prospective buyer to evaluate a business or investment opportunity, assessing all aspects including legal, financial, and operational risks.

22
Q

Where does DD come in an M&A transaction?

A

M&A transaction:
Step 1: Strategy definition
Step 2: Target screening & selection
Step 3: DD
Step 4: Negotiation & transaction execution
Step 5: Integration/value creation

23
Q

When an M&A transaction (goes ahead/doesnt go ahead)

A

Goes ahead:
- Nothing untoward uncovered
- Relevant information is shared (detailed checks done, no issues found, value creation expected)

You can now: pay/adjust price due to something discovered/add additional clauses into contract

Does not go ahead:
- Issues uncovered
- Common deal killing surprises (ip issues, tech issues, finance issues)

You can now: pull out of the deal/look for an alternative candidate

24
Q

Steps in a DD

A
  1. Analyze purpose of the project
  2. Pre-analysis of financial business case
  3. Full check of documents
  4. Full analysis of business case and plans
  5. Risk analysis
  6. Final offering creation and ongoing monitoring
25
Q

Areas to perform due diligence

A

Administrative
Financial
Asset
HR
Environmental
Taxes
Intellectual property
Legal
Customer

26
Q

Acquisition from a sellers perspective

A

Acquisition Process from the seller’s perspective:

Steps of selling a business:
1. Preparation for the deal
a. Choosing advisory
b. Vendor due diligence (pre-emptive assessment conducted by the seller to identify and address any issues that might deter buyers or affect the valuation of the business)
c. Early valuation (involves estimating the value of the business before it goes to market)
d. Information teaser (brief document that provides potential buyers with an overview of the business without revealing it’s identity).
2. Finding Investors
a. This step involves identifying and reaching out to potential investors who may be interested in purchasing the business.
3. Due Diligence and Negotiations
a. Early agreement: Before due diligence is fully underway, there may be a preliminary agreement or letter of intent signed between the seller and potential buyers
b. Due Diligence and W&A: the buyer conducts an in-depth examination of the seller’s business, This involves scrutinizing financial records, business operations, legal matters and more. The seller must respond to the buyer’s questions and provide additional information as needed.
c. Signing Binding offers: Once due diligence is completed and both parties are satisfied with the findings, binding offers are signed, indicating a formal commitment to proceed with the transaction under the agreed-upon terms.
4. Confirmatory due diligence:
a. Confirmatory due diligence is option, yet often recommended, deeper dive into the business’s affairs by the buyer. It’s conducted to confirm the accuracy of the seller’s representation and to ensure that all material facts about the business have been disclosed.
5. Agreement and closing:
a. This final stage is formalizing the sale, which includes signing the investment agreement, fulfilling any remaining conditions precedent, and executing the transfer of ownership. This step might also include the negotiation and payment of any performance bonuses, which are additional compensation based on the business’s post-sale performance.

27
Q

What should be done parallel to the DD process?

A

Once potential acquisition targets have been identified:
1. Start DD process
2. Understand what the combined entity could looko like & potential implications:
- Would resulting player be too dominant?
- What competitior reactions could be expected?
- Are things happening in the market that undermine the reasons behind the deal?

28
Q

What can go wrong in DD?

A

Unsure what to ask
Lack of structured approach
Inadequate communication
Time constraint
Involved costs
Lack of expertise
Subjective nature of DD
Limited access to information
Legal issues
Accurately valuing information gathered

29
Q

Other areas where DD is important:

A

Supplier:
- Is this a company that could meet its obligations to us?
- ESG performance suitable?
- Do they behave ethically?

Recruitment:
- Is this potential new employee able to do the job?
- Is this person aligned with our values?