Engleza Pentru Management I

8/3/2019 Engleza Pentru Management I

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The School of Management-Marketing

2nd

year

Course tutor: Iulia Draghici

Unit 9 Human Resources 118

Unit 10 Bankruptcy 131

Unit 11 Mergers, Takeovers and Acquisitions 140

Unit 12 Public Relations 159

UNIT 9 HUMAN RESOURCES

1. LEAD-IN DISCUSSION

2.

READING

Attracting the most qualified employees and matching them to the jobs for which theyare best suited is important for the success of any organization. However, many enterprisesare too large to permit close contract between top management and employees. Humanresources, training, and labor relations managers and specialists provide this link. In the past,these workers have been associated with performing the administrative functions of anorganization, such as handling employee benefits questions or recruiting, interviewing, andhiring new personnel in accordance with policies and requirements that have been establishedin conjunction with top management. Todays human resources workers juggle these tasksand, increasingly, consult top executives regarding strategic planning. They have moved frombehind-the-scenes staff worker to leading the company in suggesting and changing policies.Senior management is recognizing the importance of the human resources department to theirfinancial success.

In an effort to improve morale and productivity, to limit job turnover, they also helptheir firms effectively use employee skills, provide training opportunities to enhance thoseskills, and boost employees satisfaction with their jobs and working conditions. Althoughsome jobs in the human resources work thus require a broad range of knowledge. Theresponsibilities of human resources generalists can vary widely, depending on theiremployers needs. In a large corporation, the top human resources executive usually developsand coordinates personnel programs and policies. These policies usually are implemented by adirector or a manager of human resources and, in some cases, a director of industrial relations.

1. Do the enterprises permit a close contact between top managementand employees? If yes, in what way?2. What are the main purposes of the Human Resources department?


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The director of human resources may oversee several departments, each headed by anexperienced manager who most likely specialized in one personnel activity, such asemployment, compensation, benefits, training and development, or employee relations.Employment and placement managers oversee the hiring and separation of employees andsupervise various workers, including equal employment opportunity specialists andrecruitment specialists. Employment, recruitment, and placement specialists recruit and place

workers.Employer relations representatives, who usually work in government agencies,maintain working relationships with local employers and promote the use of publicemployment programs and services. Similarly, employment interviewers whose many jobtitles include personnel consultants, personnel development specialists and human resourcescoordinators help to match employers with qualified jobseekers.

Compensation, benefits, and job analysis specialists conduct programs for employers,and many specialize in specific areas such as position classifications or pensions. Job analysts,sometimes called position classifiers, collect and examine detailed information about the jobduties in order to prepare job descriptions. Whenever a large organization introduces a new

job or reviews existing jobs, it calls upon the expert knowledge of the job analyst.Occupational analysts conduct research, usually in large firms. They are concerned

with occupational classification systems and study the effects of industry and occupationaltrends upon worker relationships. They may serve as a technical liaison between the firm andother firms, government, and labor unions.

Establishing and maintaining a firms pay system is the compensation managers mainconcern. Assisted by staff specialists, compensation managers devise ways to ensure fair andequitable pay rates. They may conduct surveys to see how their firms rates compare withothers, and to see that the firms pay scale complies with changing laws and regulations. Inaddition, compensation managers often oversee their firms performance evolution system,and they may design a reward system such as pay for- performance plans.

Reading Comprehension

2.1 Answer the following questions:

1. Explain the difference between the past and todays human resources.2. What does the personnel department use in order to efficiently assist the company?3. Does a human resources generalist require a broad range of knowledge? In what field?4. Does a human resources manager need the help of an experienced elder manager?

2.2 Decide if the following statements are true or false:

1. Employee assistance plan managers, also called employee welfare managers, are notresponsible for a wide array of programs covering occupational safety and helpstandards and practices.

2. Childcare and elder care are increasingly important due to growth in the number ofdual-income households and the elderly population.

3. Counseling may not help employees deal with emotional disorders, alcoholism, ormaterial, family, consumer, legal, and financial problems.

4. Some employers dont offer career counseling as well.5. In large firms, certain programs, such as those dealing with security and safety, may

be in separate departments headed by other managers.


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3. LANGUAGE WORK

The Personnel Director (US Human Resources Manager)

He is entrusted with tasks of great importance: He takes on (hires, recruits) the workers that the firm needs, after advertising

vacancies for jobs , screening the applicants , and short listing those with suitablequalifications.

He ensures the promotion of employees through training and further education, ormakes it easier for those who have been laid off or transferred to adapt themselves toanother job, thanks to retraining courses.

He is entrusted :1. with the unpleasant task of dismissing incompetent employees;2. with the no less unpleasant task of laying off such employees as have been

made redundant in the wake of technological or economic upheavals (mergers,

takeovers, etc).

3.1 Choose from the list bellow and put the words in the right place:

managers workforce benefits insurancelegislation to cope with specialists cost

administering profit-sharing illness-insurance wellnessincrease coverage employees

Employee benefits (1).. and specialists handle the companys employeebenefits program, notably its health (2). and pension plans. Expertise is design and(3).benefits program continues to take an importance as employer provided(4).. account for a growing proportion of overall compensation costs, and as benefitplans (5).. in number and complexity. For example, pension benefits might includesavings and thrift, (6), and stock ownership plans; health benefits might includelong-term catastrophic (7)and dental insurance. Familiarity with health benefitsis a top priority for employee benefits managers and (8)., as more firmsstruggle (9)the rising (10)of healthcare for employees andretires. In addition to health insurance and pension (11)., some firms offer(12)life and accidental death and dismemberment insurance, disabilityinsurance, and relatively new benefits designed to meet the needs of a changing

(13)..such as parental leave, child and elder care, long term nursing home careinsurance, employee assistance and (14).. programs and flexible benefits plans.Benefits managers must keep abreast of changing Federal and State regulations and(15). that may affect employee benefits.

3.2 Match the following two columns:

1. Training and development managersand specialists conduct and supervise

a) prior to the class, involving the class, andissuing completion certificates at the end of the


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training and development foremployees

class.

2. Increasingly, managementrecognizes that

b) training offers a way of developing skills,enhancing productivity and quality of work , andbuilding worker loyalty to the firm.

3. Training is widely accepted c) conduct and supervise training and development

programs for employees .4. Other factors include d) and how training can be organized mosteffectively for them .

5. In addition, advance in learningtheory have provided insights intohow adults learn

e) worker training either in the classroom or onsite

6. Training managers provide f) as a method of improving employee morale , butthis is only one of the reasons for its growingimportance.

7. This includes setting up teachingmaterials

g) the complexity of the work environment , therapid pace of organizational and technologicalchange, and the growing number of jobs in fieldsthat constantly generate new knowledge.

8. Training specialists plan, organize h) to corporate and worker service requests9. Trainers respond i) and conduct orientation sessions and arrange

on the job training for new employees10. They consult with onsitesupervisors regarding availableperformance improvement services

j) and direct a wide range of training activities.

4. GRAMMAR STUDY

MODALS: MUST, WOULD ,OUGHT TO, NEED, DARE

obligation requirement : must and have to are used to express obligation in thepresent and past. Dont have to/dont need to /neednt (Br.E.) are used toshow lack of obligation. Must not is used to show interdiction. The contractedforms neednt and mustnt are common in British English but rarely used inAmerican English.

Examples:

I must finish my job today.You must phone your family as soon as you can.I had to give up smoking.

You dont have to /dont need to/ neednt worry.You neednt have taken the trouble to meet us at the station.

Desirability:should and shouldnt, ought to and ought not to are used toexpress advice and suggestions. The form oughtnt is common in BritishEnglish but rarely used in American English.

Examples :They should/ought to discontinue this line of products.


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You should /ought to visit your grandma more often.The people of the town should /ought to have been consulted.He should /ought not to take everything so seriously.

Dare as a modal verb

The third person singular is dare and it takes the infinitive without to. This use is bestconfined to the present tense (often with a future meaning). The interrogative is formed byinverting the verb and the subject; the negative is formed by using not after the verb:

Anybodydare do that?Idare ask him.

Youdare not ask him,dare you?

! In the simple past tense , either dare or dared can be used. Dare is more formal thandared:

She dared/ dare not show them that she was pleased.

Need

Like dare, need used as a modal verb has the same meaning as when it is followed bya to infinitive clause. However, it is normally used as a modal only in negative andinterrogative sentences. If someone needs to do something, it is necessary for that person todo it. In sentences like these, need is followed by to infinitive.

To pass the test youneedto work hard.

!The negative forms are need not and do not need;

To pass this test youneednot work hard/do not needto work hard.

Talking about the past we can use either didnt need to or didnt have to. However,in reported speech, neednt can also be used:

They had been told theyneednt worry about the weather.

Would

Uses Past habit

Would is used to describe a characteristic activity or predictable behaviour in the past.Every evening his motherwouldread a story to him before going to sleep.(customary

activity)

Insistence or refusalI told him it was cold, but he wouldgo out without a coat.

Willingness In indirect speech

I asked if they wouldmake the changes by the next week.I promised Iwouldbe back by noon.


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In requests

Wouldyou excuse me?

Wouldyou please step aside ?

IntentionIwouldstay and help you if I could.

ProbabilityThatwouldbe his mother.

5. BUSINESS SKILLS

SPECIMEN LETTER A

Childs Play Ltd.

Your Ref:48 Commercial StreetOur Ref :CP/ACAmsterdam BH149QWHolland

August 1st 2005

Dear Sir or Madam,

I am writing to introduce you to Caterpillar Company as I feel sure thatyou will find our products of interest.

As you may know, we are one of the official exporters of toys manufacturedby various well known Dutch Companies.

We have pleasure in enclosing a copy of our autumn catalogue, whichincludes details and prices of our complete range of toys.

We would particularly like to draw your attention to our new range of toys forbabies, which you will find on pages 25-30 of the catalogue. We are offeringa special discount of 4% on all toys ordered before 1st November.

We hope that you will be pleased with the catalogue and look forward to

receiving your first order.

Yours faithfully,Norman JonesSales Manager

Enc:1! Enclosures. If you are sending any documents with the letter, you should indicate how

many of these are included (e.g. Enc:2)


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SPECIMEN LETTER B

Caterpillar CompanyYour Ref: n.o 50-55

Our Ref: JP/BD03017 Imperial RoadAmsterdam, The Netherlands August 1st 2005

Dear Sir or Madam,

The name of our company has been given to us by the Chamber ofCommerce, as an exporter of high quality toys.

Childs Play is a chain of toyshops specializing in traditional toys and gamesfor children of all ages, with 27 retail outlets through The Netherlands.

We would be interested in receiving information on the complete range oftoys you supply, so could you please send us your current catalogue andprice list together with full details of any trade discounts you are offering.

We look forward to hearing from you in the near future.

Yours faithfully,

Jane JohanssonToy Buyer

SPECIMEN LETTER C

Mr Peter Owen YourRef.15, Church Avenue Our RefGT/JW2521312, LeedsUK February 10th 2005

Dear Peter

It was very nice to see you again at the trade fair last week and Im reallypleased that you liked our new range of chinaware.

As promised, Im sending you a copy of our latest illustrated catalogue andexport price list. On pages 5-9 of the catalogue you will find details of ourinnovative range of contemporary dinner sets, which you showed particularinterest in when you visited our stand. All the items in this range areguaranteed to be dishwasher and microwave-safe, and are available in awide range of colors.


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As in the past, there is a 10% discount for order over 4000 and we couldship the merchandise within 12 days of receipt of your order.

If you would like to receive some samples, just let me know and Ill see thatthey are send to you by air freight without delay.

Looking forward to hearing from you,

Best regards,

Michael WoodExport Manager

Enc:2

LANGUAGE FUNCTIONS

1. Enclosing.- We are pleased to enclose [].- We have pleasure in enclosing/sending [].- We enclose/are enclosing- I am sending[].2. Focusing attention.- We/I would (particularly ) like to draw your attention to [].- May I draw your attention to [].- On pages [] you will find [].3. Offering- We are offering [].- We can offer [].- We are able to offer [].4. Requesting information- I/We would be interested in receiving information on/about [].-

I/We would like to receiving information [].- Could/would please give us full details of [].- I would like to know whether [].5. Requesting action(sending)- Would /could you please send us [].- I/We would be grateful if you would send us [].- Please send us/me [].- I/We would appreciate your sending [].


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- I/We would appreciate it if you could send [].STYLESpecimen letters A and B are examples of formal letters since the writer and the

recipient in each case have never met and this is the first time they have communicated witheach other. On the other hand, the writer and the recipient of specimen letter C have already

established a friendly business relationship and are on the first name terms. Consequently, thelanguage used in this letter is less formal and includes the use of contractions.

6. CASE STUDY

6.1 Debate: Comment upon the following case:

Human Resources is a service department of Kirkwood Community College. Our purpose isto provide services in all areas of employment ensuring compliance with the legal

requirements related to personnel and to promote personal and professional activities to enrichthe quality of work life for all employees.Our department is responsible for the administration of the hiring process for all positions,full-time and part-time. This includes preparing job descriptions, running advertisements,administering the application process, reviewing applications for minimum qualifications,applicant correspondence, and maintaining applicant files. We perform equalemployment/affirmative action review over the total hiring process and outcome.Our office also manages employee benefits, such as health, dental and vision plans, paidvacation, leaves of absence, long-term disability, retirement programs, tax-sheltered annuities,the flexible benefit program, educational salary adjustments, and COBRA. We maintain theKirkwood Employee Handbook and administer the Colleges policies and procedures.Employee benefits, the Employee Handbook, and policies are reviewed thoroughly during thenew employee orientation.Human Resources is involved with the development and administration of our staffdevelopment program, employee performance review program, employee recognitionprogram, and College standing committees process. We may also get involved in othervarious activities; for example, employee counseling, advising supervisory/managerial staff,or processing surveys.Our office is located in Kirkwood Hall, Room 313. Our office hours are from 8 a.m. to 5 p.m.,Monday through Friday. Feel free to stop by or call our office with any questions you mayhave with regard to employment at Kirkwood.

Kirkwood's Mission:

Identify community needs; Provide accessible, quality education and training; Promote opportunities for lifelong learning.

The Kirkwood Foundation exists to bridge the gap between the needs and resources ofKirkwood Community College. The non-profit, tax exempt corporation was established in1969 to raise funds to provide assistance to Kirkwood students who wish to enhance theirlives through education and training.

Our Students, our Success, our Spirit


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As a local community college, Kirkwood changes lives in so many ways. Weve created aclimate that encourages personal and academic growth by offering a variety of programs tomeet the needs of our changing world. However, as more and more students arrive on ourdoorstep, the need for support increases.In reaching out to meet the varied needs of our student population, the Kirkwood Foundationencourages charitable giving by the private sector. Individuals, corporations, foundations and

service organizations who choose to invest in the Foundation have a number of options: Provide funds for scholarships that can be named for a business or individual. Establish a memorial a gift in honor or in memory of a friend or loved one. Donate special equipment to enhance student training. Donate gifts of property or livestock. Name Kirkwood as a beneficiary in a will, trust, insurance policy, or annuity.

Kirkwood is state-assisted rather than state-supported. Less than one-half of the operatingbudget is provided by state appropriations. State support is critically important, but itcontinues to decline as a percentage of the total operating budget.An Honor Roll of Contributors has been established to recognize our loyal Kirkwoodsupporters. Individuals and corporations that share their support are acknowledged in theKirkwood Foundations annual Progress Reportas follows:

Presidents Council $1,000,000 and aboveTrustees Circle $500,000 - $999,999Leadership Circle $100,000 - $499,999Deans Circle $10,000 - $99,999Pacesetters $5,000 - $9,999Eagles Club $2,500 - $4,999Blue & White Club $1,000 - $2,499Kirkwood Associates $500 - $999Kirkwood Friends $25 - $499

7. TRANSLATION

Managerul de resurse umane face parte din acea categorie de brbai i femei crora ledelegm putere i responsabilitate, iar dac sunt oameni capabili, vor dori s-i ndeplineascsarcinile n propriul lor mod. Se pot face greeli, ns dac o persoan are dreptate, greelilenu sunt att de grave n final precum greelile unui manager care adopt un stil dictatorial iimpune anga jailor cum s i ndeplineasc sarcinile de serviciu. Manangementul critic,neconstructiv - descurajeaz iniiativa iar pentru noi este esenial s avem personal cuiniiativ pentru a ne putea dezvolta. Angajaii notri sunt cel mai valoros capital alcompaniei. Ei constituie sursa prin care obiectivele i scopurile companiei vor fi atinse. Prinurmare, managerii consider c este esenial asigurarea unei structuri organizatorice i a unuiclimat de lucru care:


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respect demnitatea i valoarea indivizilor, prin ncurajarea celui mai nalt nivel de performan al acestora ntr-un climat de lucru corect, provocator, obiectiv icooperant. Drepturile individuale sunt respectate. Este ncurajat comunicarea la timpi n mod deschis ctre i iniiat de angajai. Supervisorii i managerii suntrspunztori pentru ndeplinirea sarcinilor de ctre angajai.

ncurajeaz iniiativa fiecrui angajat oferind att ndrumri ct i libertatea de a lucran mod creativ. Asumarea de riscuri i inovaia sunt necesare pentru dezvoltare.Ambele trebuie ncurajate i sprijinite ntr -o atmosfer de integritate i respectreciproc: prin plasare corect, orientare i dezvoltare. Responsabilitatea pentrudezvoltare revine att angajailor prin supervisor i manager ct i companiei.

Ofer oportuniti egale pentru dezvoltare i recompenseaz n mod just personalul curandament pozitiv. Evaluarea se face vis-a-vis de obiective, criterii legate de post ieste recompensat prin recunoaterea i compensarea adecvat.

UNIT 10 BANKRUPTCY


1. Which are, in your opinion, the differences between personal bankruptcy and businessbankruptcy?2. Can you think of different points of view in analyzing the phenomenon of bankruptcy(e.g.: legislative, financial, social or economical aspects)?3. Is business bankruptcy exclusively related to market-directed economies or can thisphenomenon be also recorded in state-centered economies? Justify your answer byproviding relevant examples.

2. READING

Read the following text about legislative aspects concerning individual bankruptcy in theUnited States of America:

Bankruptcy is a process provided by Federal law that allows financially distressed individualsor businesses to have some or all of their debts eliminated. From a legislative point of view,there are certain chapters that deal with the phenomenon of bankruptcy. Chapter 7 is the most


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common type of bankruptcy proceeding. It can be used by individuals or businesses alike.Chapter 13 bankruptcy is limited to individuals only.

In a Chapter 7 bankruptcy proceeding, a court-appointed trustee divides the debtors propertyinto exempt property and non-exempt property. Types of property that may be exemptare the debtors home, car, and household goods. There are dollar limits on each type of

exempt property. For example the debtors vehicle might be exempt for up to $5,000 worth.If the vehicle is worth $15,000, but the debtor has paid $5,000 or less on it, the debtor may beable to keep the vehicle. The trustee will sell all of the debtors non-exempt property and usethe proceeds to pay off the debtors unsecured creditors. An unsecured creditor is one whodoes not have a security interest in any of the debtors property as an assurance that the loanwill be repaid. Examples of this would be credit card debt or a signature loan. Securedcreditors are protected by their security interest in the debtors property (called collateral). Ifa debtor stops making payments, the secured creditor can take possession of the debtorscollateral. Once the collateral is liquidated and distributed among the unsecured creditors, theremaining unsecured debt is discharged. However, some types of unsecured debt, includingstudent loans, child support, and taxes, cannot be discharged, even in a bankruptcyproceeding.

In a Chapter 13 bankruptcy proceeding, the debtor comes up with a plan to repay both securedand non-secured creditors over a period of three to five years. For the debtors who are behindon secured loans such as car payments or mortgages, Chapter 13 provides an opportunity toget caught up on payments. Chapter 13 may also be preferable for debtors with non-exemptproperty that they want to keep. In order to qualify for Chapter 13 bankruptcy, an individualmust have income that exceeds the individuals reasonable living expenses. This implies thatthe individual has a means of repaying the past debts to creditors. The individual will notnecessarily have to pay all of these debts in full right from the beginning, but may instead beallowed to pay as little as ten percent of some debts. Priority claims such as child support andtaxes will have to be paid in full. At the end of the three to five year repayment period, thedebtors outstanding debts are discharged.

Reading ComprehensionSay whether the following statements based on the text are true or false:

a. Federal law sees that all debts should be paid by individuals and corporations affectedby bankruptcy.b. A $ 7,000 worth car for which the debtor has paid the whole sum is most likely to fallunder the category of exempt property.c. A signature loan provides no security that the creditor will receive his money back.d. Student loans and child support must always be paid in full, irrespective of bankruptcyproceedings.

e. If an individual liable to going bankrupt and who wishes to keep an item of non-exemptproperty has to qualify for Chapter 13.f. According to Chapter 13, if an individual pays at least ten percent of all his debts rightfrom the very beginning, it means that the remainder of all his debts is hencefortheliminated.


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3. LANGUAGE WORK

1. Match the following terms extracted from the text with their correspondingdefinitions:

exempt property financially distress trustee proceeds securitydischarge a debt to get caught up on payments outstanding debts

a. property that you promise to give someone if you cannot pay back your debts to them;b. debts which are not yet paid;c. someone who is legally appointed to take control of money or property in case ofbankruptcy;d. to deliver necessary/ urgent payments which you have not been able to do until now;e. situation in which you have little or no money / poverty;f. pay off a debt;g. money gained from doing something or selling something;h. property that does not need to be sold in case of bankruptcy to cover the debts to creditors.

2. Derive collocations by matching the words in the two columns:bankruptcy planto come up with propertyto liquidate incomeunsecured collateralexpense-exceeding creditorsignature proceedingsnon-exempt loanto pay off debt

3. MORE ON BANKRUPTCY: read the text and fill in the blanks with the followingwords:

Bankruptcy

is aproceeding in a court in which a debtor who owes more than his or her assets canreceive_______________ by transferring his or her assets to a trustee or agreeing toreorganization of assets and liabilities. Usually, at least two years must elapse from the

discharge of the bankruptcy before lenders will consider making a loan to someone who haddeclared bankruptcy.The_________________is one of the most important features of contemporary bankruptcylaw. Essentially all attempts to collect debts owing on the date a petition in bankruptcy is filedare automatically ____________. The stay extends to efforts by a creditor to improve itsposition by taking action allowed under state law, such as creating or making enforceable, asecurity interest in the property of the estate. Creditors who persist in their efforts to collectdebts after a petition is filed may________________.

lien unsecured debts debt relief automatic stay

enjoined obtain a discharge be held in contempt convene a meeting

liquidation


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Within a reasonable time after the order for relief, which in the case of a voluntary bankruptcyis when the petition is filed, the trustee must _____________________of creditors. Thecreditors meeting is an important discovery device for creditors as the debtor must appearand answer questions under oath.The primary reason that a debtor files a Chapter 7 bankruptcy is to_________________ thatgives the debtor a "fresh start" financially. A discharge operates to prevent creditors from

collecting most debts existing on the date the petition in bankruptcy was filed.It is important to understand that the discharge applies only to_____________________ .Secured debts are enforceable to the extent they are not satisfied in the bankruptcyproceeding.The law protects debtors from certain types of discrimination based solely on the fact thatthey have resorted to bankruptcy. For the most part, this protection is given only againstdiscrimination by public entities. Moreover, that a debtor has been in bankruptcy or obtaineda discharge in bankruptcy are factors that a creditor may consider in making a decision toextend credit to a debtor.Ordinarily, to share in a debtor's assets a creditor must file a proof of claim. Only claimsthat are allowed share in the distribution of the property of the estate. Although notexpressly so stated, the trustee must settle claims secured by a valid and

enforceable____________________ before any other claims are satisfied. Thus, securedcreditors are preferred in a______________________. Secured claims are satisfied byturning property securing the claim over to the creditors or by selling the property andpaying the creditors the value of that property.

Task: Draw a list of the bankrupt debtors rights and responsibilities if he files a petition inbankruptcy as well as a list of the creditors rights and restrictions under the samecircumstances.


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4. GRAMMAR STUDY

Reported Speech---------Theory and Practice

When statements, questions, commands, requests and other utterances are reported,certain changes emerge in the reported phrase. When the utterances are reported later, with a

reporting verb in the past, the original tenses move one step back in time. This basic rule canbe thus summarized:

The past perfect tense cannot move back in time so it stays the same. Conditionals andsubjunctives which do not relate to time remain the same.If I had the time, I would visit the museum.

He said that if he had the time, he would visit the museum.

I wish I could remember the message.

She said she wished she could remember the message

Had you been waiting for long until George arrived?

I asked her if she had been waiting for long until George arrived.

Expressions of time and place can also change:here --------------------------- there

now ---------------------------- then

this ------------- ---------------that

ago ----------------------------- before

yesterday ---------------------- the day before

tomorrow --------------------- the next day

next Sunday ------------------- the following Sunday

last week ----------------------- the previous week

Sentences in reported speech are often longer than the original and may be combined by usingconnectors such as and, but, so, because or other linking expressions adding that,explaining that, etc.Orders and instructions change to an infinitive construction introduced by told, ordered,demanded.

Dont say a word!

He ordered me not to say a word.

1) present tense simple2) present tensecontinuous3) present perfectsimple4) present perfectcontinuous5) past tense simple6) past tensecontinuous7) future tense8) future perfect tense

1) past tense simple2) past tense continuous3) past perfect simple4) past perfectcontinuous5) past perfect simple6) past perfectcontinuous

7) present conditional8) conditional perfect


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The following auxiliary verbs always change:Can / cannot ------------could / couldnt

May ---------------------might

Will / shall--------------------would / should

The following modals do not change when they are used with the following meanings:Might / could ( to express possibility or impossibility in the negative form)She said the child could/ might be in the garden.

Should / ought to ( to express advisability or expectation)I told him he should be more careful.

I announced them that he ought to have arrived by then.

Must ( to express a conclusion)He said I must be joking.Must (not) / need not ( to express obligation or lack of obligation)She warned me that I mustnt contradict them.

Did not need to changes to had not needed to, but neednt have doesnt change.

When the reporting verb is in the present tense, the tenses in the reported utterance do notchange.She says she has obtained a job in Paris and she is moving there next month.

5. BUSINESS SKILLS

Making an appointment

You are the manager of a small company whose financial situation has been rather badrecently. You want to find out if you have to go through the bankruptcy procedures, but youknow practically nothing about the legislative aspects concerning bankruptcy. You contact alawyers firm and, during a phone conversation, you briefly describe the situation of yourcompany to a lawyer who is an expert on bankruptcy after which you arrange anappointment.

Two students are needed for this role-play. One of them will enact the part of theclient, the other one will enact the part of the lawyer.

Make sure that the dialogue contains the following issues: specify the field of activity of the company; be very explicit and detailed about the financial troubles of the company; the lawyer should mention some previous similar cases he dealt with and the

results he had.

6. CASE STUDY

1. Think of a Romanian corporation (bank, enterprise, Trade Company, etc) that has gonebankrupt recently. Discuss the case, enlarging upon the following factors: reasons for goingbankrupt, how long bankruptcy procedures have lasted, social impact, local/nationaleconomical consequences.

2. Draw a comparison between personal and business bankruptcy by considering the textINDIVIDUAL BANKRUPTCY and the text below:


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Business Bankruptcy

No matter whether you own a dry cleaning company, are a stockholder in a mega softwarecorporation, or share a chain of coffee shops with a partner, you have the option of declaringbusiness bankruptcy if things start to go bad.

Since businesses are large, complicated creatures, the rules that apply to personal bankruptcydon't apply in this case. There are leases, union contracts, stockholders and numerous assets tothink about; all details that do not fit the individual's bankruptcy case.

Business bankruptcy is declared by Chapter 11 - this is the chapter in the United StatesBankruptcy Code that deals with company bankruptcy. The Federal Judiciary reports that8,474 businesses filed for Chapter 11 in 2003. Chapter 11 is designed to allow the business toremain open and functioning while the court investigates its financial matters. A court-appointed committee of trustees inspects the company, and then reorganizes the business insuch a way that eradicates any financial dilemma. A plan for this reorganization must be setand agreed upon by committees that represent both sides of the issue (the stockholders and thecreditors) and then be approved by the judge before it can go into effect.

Since businesses differ in type and size (some are sole proprietorships, some corporations,others partnerships) the amount of responsibility the individual has in the company'sbankruptcy varies: with a sole proprietorship, the owner is linked directly to his or herbusiness. This puts the owner's personal assets at risk should business falter. If the businessstarts to owe its creditors more than it can pay, the court may be able to liquidate some of theowner's assets in order to pay off the creditors.

In the matter of a corporation, the owners, or stockholders as the case may be, standseparately from the business as far as personal assets are concerned. This way, thestockholders are protected from liquidation if the company declares bankruptcy.

A partnership, on the other hand, is a blend of the first two. Although the partners existseparately from their partnership, they are allowed to use their personal assets as a reliefmeasure to save their business. But this allowance also necessitates that business partners seekprotection from having their assets assumed and liquidated by the court.

Business bankruptcy hit the news headlines in 2002 when the telecommunicationscorporation, WorldCom, filed for bankruptcy after falling under due to fraudulent accountingmatters.

Take into account the following issues: 1) Chapter 11 and the legal particularities related tocorporate bankruptcy; 2) how much personal assets can contribute to the paying off of debts,

checked against individual bankruptcy 3) the variation in individual responsibility in case ofcompany bankruptcy and whether this variation renders business bankruptcy more bearablethan individual bankruptcy; 4) sum up the specific provisions of chapters 7, 11 and 13 in theBankruptcy Code regarding legal procedures to be accomplished in the case of bankruptcy.

7. TRANSLATION


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Translate the following texts on bankruptcy into English. You may want to use the followingterms:

insolvent guarantor official petitioner trustee in

bankruptcy voluntary arrangement to prove debts creditors committee

liquidation committee

Falimentul are loc atunci cnd un debitor nu este numai insolvabil (adic incapabil s-i plteasc datoriile att numerar ct i la termen), dar a demonstrat c va fi incapabil s plateasc ntreaga datorie la orice moment din viitorul apropriat. n acest caz, un creditorpoate, singur sau mpreun cu ali creditori, s fac o plngere justiiei. La audierea petiiei, justiia poate alege diferite opiuni. Poate emite un ordin interimar cu scopul de a verificaposibilitatea unui aranjament voluntar, poate da un ordin de faliment, caz n care se va numiun custode al falimentului, sau poate respinge petiia.

Creditorii unui falit pot numi un comitet, cunoscut sub numele de comitetul creditorilor,pentru a aciona ca reprezentantul lor n timpul administrrii proprietii de ctre custodelefalimentului. Rolul comitetului creditorilor este similar cu cel al comitetului de lichidare n

timpul lichidrii unei companii.Un creditor care dorete s ia o parte din venitul unei proprieti falimentare trebuie s

fac dovada datoriei. El va face aceasta prin prezentarea unei depoziii artnd un extras decont lichidatorului oficial sau custodelui. Acest extras trebuie s fie detaliat i s furnizezemijloace de verificare. Costul suportarii datoriei trebuie suportat de creditori. Dovezi duble nusunt permise. Cu alte cuvinte, doi creditori nu pot dovedi aceleai datorii, dup cum aceleaidatorii nu pot fi dovedite atat de creditor ct i de garant. ns un creditor ar putea dovedidatorii n dou falimente. Dovezile trebuie ordonate ntr-o perioad specificat. Dovezile potfi admise, respinse sau reinute pentru mai mult consideraie.


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UNIT 11 MERGERS, TAKEOVERS AND

ACQUISITIONS


In the climate of increased trade liberalization and fierce competition and in the globalmarketplace, business combination becomes imperative, as the only solution left to enterprisesif they are to stay competitive. Also, apart from serving the general aim of business, ofexpansion and diversification, this enables businesses to penetrate new markets, cut costs andachieve economies of scale.1. Think of several familiar merger and acquisition cases and consider the parties involvedand the respective companies position on the market before and after the process. In whatway was their performance different?2. Think of possible reasons for the successful or unsuccessful outcomes of attempts at

business consolidation.3. What are the economic and social implications of the M&A phenomenon (in terms of thecompanies involved, their employees, the market, the consumers, a countrys economy) ?4. Are mergers and acquisitions the only form of business expansion? What other forms ofbusiness growth do you know?

2. READING

Following miserable years of painfully struggling along with only the ugly sisters ofcost control and corporate governance for company, many a business have lately turned toalliances, with a sense of a change in fortunes and once again contemplating expansion. Therecent spate of headline-grabbing mergers and takeover activity has swept across the globewith Europe along for the ride while it lasts. Some of Europe's marquee names, like the Swissdrugs maker Novartis and the French department store Galleries Lafayette, are center stage inthe current round of mergers and acquisitions. The mood had already begun to lighten lastyear, the most active for mergers and acquisitions worldwide by value since the last wavebroke in 2000. Back then, AOL and TimeWarner appeared to conclude the biggest corporatedeal in history, a merger worth some 200bn, Tesco appeared to be stalking Marks &Spencer, Citigroup was swallowing another merchant bank, Mannesman was trying to fightoff a bid by Vodafone, and the pharmaceutical companies Glaxo-Wellcome and Smith-KlineBeecham had meshed to create the United Kingdom's biggest corporation. For the executivesecstatically celebrating these deals, this consolidation was great news, although everyone else

was left much at sea. Surely it could not be long before the world's big companies wouldrecognize again the inexorable logic of 'synergistic rationalization'' and of fusing together toform a single corporation.

The recently proclaimed union of some of the worlds most respected firms Procter& Gamble tying the knot with Gillette, Ma Bell (AT&T) being oedipally swept off her feetby her own Baby Bell, SBC have freshly given the urge to restore the respectabilityseriously damaged by so many previous marriages crashing so soon and so spectacularly on tothe rocks.


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Not only that diversification on both sides of the Atlantic in the 1970s ended in break-ups, but the merger wave in the 1990s was just as damaging, showing that lessons had notbeen learnt and that history would repeat itself. In January it will be four years since TimeWarner - the group owning cable networks, Hollywood studios, publishing and music -stunned the industry by agreeing a merger with America Online, the Internet business. Thecompany has since been overshadowed by record write downs, management upheaval, formal

investigations of AOL's accounting practices, stock price turmoil and the resignations of themerger's chief architects. Gerald Levin quit as chief executive two years ago and Steve Case,AOL's founder, surrendered the chairman's role to Mr. Parsons this year. A series of articles inThe Washington Post in 2002 about the business practices at AOL and AOL Time Warnerdepicted the takeover of the old media giant Time Warner by the upstart Internet companyAmerica Online as a theft and con job: a merger that was supposed to be ''the signaturemoment of the new economy'' but that ended up as a debacle for virtually everyoneconcerned, including thousands of employees and stockholders. It was an arranged marriage,based on AOL earnings that were inflated through a series of aggressive and ''unconventionaldeals'' that distorted advertising revenues, a marriage that AOL's chief, Stephen M. Case,pursued vigorously in 1999, when it seems he was already privy to confidential reports, in Mr.Klein's words, that his company's ''pipeline of future, big advertising deals was projected to

slow in volume and revenue.'' The AOL-Time Warner merger not only resulted in a disastrousculture clash between the companies but was also financially troubled from the start.

Whether the current wave of mergers could produce a happier ending than itspredecessors is however debatable. Many of the past disastrous mergers have been the resultof a chief executives excessive ambition (as in Daimler boss Jurgen Schrempps purchase ofChrysler) or of his desperation (intense pressure on the Time Warners Gerry Levin toembrace the Internet led to the merger with AOL). In the past few years, the hostility toM&A from investors and outside directors has been so bitter that the typical boss wouldsooner have proposed giving up his corporate jet than doing a merger. These days however,booming profits, strengthened balance sheets and implemented corporate-governance reformsprompt the investor to ask the boss not what he is doing to get the firm back on track but howhe plans to expand it. In this environment, a merger proposal may, once again, beenthusiastically received.

Success will still depend on the bosses willingness to curb their imperial ambitions enoughto propose only deals that truly make business sense and on boards and investors musteringthe courage to question a bosss merger plans thoroughly, or conversely, not putting himunder such pressure that he proposes a merger out of desperation. Even if the balance ofpower is healthier than before, it remains to be seen whether shareholders or chief executives,acting together, are better able to spot the differences between a faddish merger and a usefulone.

2.1. Reading Comprehension

a. Why does the author speak of the businesses sensing a change in fortunes?b. Why are institutional investors not sharing the business peoples enthusiasm about the newincrease in M&A?c. What are the examples used in the text as evidence of the consolidation boom?d. What is the merger case that would dampen the should serve as a warning to companiesplanning expansion?e. How does the author explain the failure of the Time Warner-AOL merger?


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f. According to the author, where does the main responsibility lie in the case of failure of amerger agreement?g. In the text, what are corporate unions compared to and why? Try to identify in the textexpressions to illustrate this comparison.

3. LANGUAGE WORK

3.1. Match up the following words with the definitions below:

marquee (names) conclude (a deal) mesh fight off write-down

debacle galvanize (culture) clash faddish private equity the

thrill of the chase booming (profits) chief

a. caused by widely-shared intense enthusiasm for something, especially one that is short-lived;b. bring into harmony;c. leading, foremost;d. part of the share capital of a company owned by ordinary shareholders;e. a person or organization that has risen suddenly to wealth or high position, especially onethat behaves arrogantly;f. a reduction in the estimated or nominal value of an asset;g. shock or excite somebody, especially into taking action,h. the excitement derived from seeking something desired, especially a romantic relationship;i. having a period of rapid growth (or high prosperity);

j. sudden or ignominious failure; a fiasco;k. formally and finally settle or arrange (a treaty or agreement);l. defend against an attack by somebody or something;m. violent confrontation, incompatibility leading to disagreement.

3.2. Rephrase the following sentences using the words in brackets, so that the meaning

remains unchanged:

a. The arrogant nobodies would challenge the legitimacy of his rule. (upstart);b. The locals have left their home town following the unstoppable flow of holidaymakers.(spate);c. Their marriage is going through insurmountable difficulties. (rocks);d. His bad manners will often outweigh his qualities. (overshadow);e. The government grants reduction of the taxes to help shore up the ailing airline industry.(relief);f. Theyre negotiating an association with their main rival.(tie-up);g. Using bright colors in his paintings is his distinctive characteristic. (signature);

h. He was no longer in on her innermost thoughts. (privy);i. This is the biggest channel supplying drugs in history. (pipeline);j. For merged firms success will become ever more difficult to achieve. (elusive);k. Theres is however one small drawback in your plan. (snag)

3.3. Match the words to do with business expansion on the left with their definitions on

the right:

a. integration 1. combination of companies under the same controlfor their mutual benefit (reducing competition, saving


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b. backwardintegration (vertical)

c. synergy

d. alliance/

joint venture

e. group(of companies)

f. diversification

g. subsidiary

h. conglomerate

i. horizontal (lateral)

integration

j. merger

k. acquisition/takeover

l. consolidation

m. forward integration(vertical)

n. holding company/parent company

o. co-operation

p. corporategovernance

q. demerger

r. divestment

s. rationalization

t. core competencies

u. interest / stake /holding

costs by reducing overheads, capturing a larger marketshare, pooling technical or financial resources,cooperating on research and development).2. the links that bring organizations together, therebyenhancing their ability to compete in the market place.3. the increased power, effectiveness or success

achieved by two or more companies combining andworking together, as compared with the total powerachieved by each working separately.4. the selection of the senior officers of theorganization and their conduct and relationship withowners, employees and other stakeholders.5. the combining of two or more firms to create a newmore effective or coherent entity.6. the business merges with or takes over otherbusinesses that carry out the same stage in theproduction process or produce similar products orservices; they are therefore competitors.

7. a company merges with or takes over its suppliers(companies which supply it with raw materials ornecessary products.

8. the combining of two or more commercialorganizations into one unit to share costs, increaseefficiency and avoid competition; amalgamation.9. the buying of one company (the target company) ormost of the shares in it, by a person or anothercompany (the bidder); assumption of control of abusiness; buying-out.10. a company merges with or takes over the concernsthat provide the next stage in the production process(buy its products and services), the points of sale.11.a business activity in which two or more people ororganizations work together (they remain separatecompanies).12. a holding company together with any subsidiarycompany in which it owns more than half of the sharecapital.13. the separation of a large company into two or moresmaller organizations, particularly as the dissolution ofan earlier merger, with some parts possibly being sold

to outside investors.14. a company of which at least half the share capitalis owned by another company, called the parent or theholding company.15. movement by a company into producing or sellinga wider range of products or services.16. making changes in an organization in order toincrease efficiency; make (a company) more efficientby reorganizing.


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17. the leading company of a group that holds all ormore than half of the shares of the other companies.18. the shares that one investor has in a company19. the action or process of selling off subsidiarybusiness interests or investments20. the distinctive group of skills and technologies that

enable an organization to provide particular benefits tocustomers and deliver competitive advantage.Together, they form key resources of the organizationthat assist it in being distinct from its competitors.21.a large corporation formed by the merging ofseparate and diverse firms

4. GRAMMAR STUDY

Verb complementation Infinitive and Gerund

Read the following sentences from the text Tying the Corporate Knot and identify andexplain the use of infinitive and gerund.

The mood had already begun to lighten last year. Back then, AOL and TimeWarner appearedto conclude the biggest corporate deal in history, a merger worth some 200bn, Tesco

appeared to be stalking Marks & Spencer.

Back then, AOL and TimeWarner appeared to conclude the biggest corporate deal in history

This super-aggressive deal making of course helped undermine many of the fledgling dot-

coms that AOL was doing business with and eventually resulted in blow-back, as many of

those failing companies ended up being unable to pay their AOL bills

These days however, booming profits, strengthened balance sheets and implemented

corporate-governance reforms prompt the investor to ask the boss not what he is doing to get

the firm back on track but how he plans to expand it.

Success will still depend on the bosses willingness to curb their imperial ambitions enough

to propose only deals that truly make business sense and on boards and investors mustering

the courage to question a bosss merger plans.

Linking a bosss reward to his firms share price was supposed to deter him from planning/

carrying out mergers that destroyed shareholder value.

Even if the balance of power is healthier than before, it remains to be seen whether

shareholders or chief executives, acting together, are better able to spot the differences

between a faddish merger and a useful one.

Verbs followed by the infinitive

1. the following verbs are followed by the to-infinitive:agree, ask, choose, decide, demand, deserve, fail, hasten, hope, long, manage, neglect, offer, pay, plan, pledge, pretend,

promise, refuse, resolve, seek, struggle, threaten, vow, want, wish, expect, appear, seem,happen (the verbs in italics can be used with an impersonal that-clause: It seems someone hasmade a mistake./ There seems to have been a mistake.)


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2. a. with some verbs, the subject of the infinitive may be different from the subject of themain verb, and if so it must be expressed: expect, mean, intend, want, wish, prefer, hate,like, love (They wanted him to attend the conference.)b. with some verbs, the subject of the infinitive is preceded by the prepositionfor:arrange, hope, long, prepare, ask, wait (I arranged for the plumber to come tomorrow.)

3. some verbs are used with an object before the infinitive: advise, allow, challenge, defy,enable, encourage, forbid, force, inspire, instruct, invite, lead, leave, oblige, order, permit,persuade, recruit, remind, teach, tell, train, urge, warn.

4. some verbs are followed by the bare infinitive (without to): let make, help (optional in theaffirmative),know: Ive never known him (to) arrive late at work.

5. some adjectives are followed by the infinitive:a.anxious, eager, careful, afraid, determined, prepared, ready, reluctant(a different subject of the infinitive is introduced by for: Shes eager for her party to be wellreceived.)b.advisable, important, necessary, vital: Its important (for you) to be there.

c.agreeable, amusing, boring, difficult, easy, hard(This book is difficult to read.)

6. the infinitive appears after certain nouns which correspond to verbs: decision, wish,refusal, surprise, change (His refusal to sign the deal took us by surprise.). However, somenouns derived from verbs are followed by preposition and the gerund (There is still hope ofcoming to terms on this.) or can be followed by both (The pleasure to be here/ of being heremade me realize the benefits of leisure/ country living.)7. the infinitive appears after certain nouns derived from adjectives: determination,eagerness, willingness (to help). However, some of them are followed by preposition andgerund: (Your kindness in offering your home to strangers wont be forgotten.)

Verbs followed by the Gerund

1. As a subject, the gerund appears more often than the infinitive and it is used for makinggeneral statements: Finding employment is difficult these days.)

2. certain verbs are used only with the gerund: admit, appreciate, anticipate, contemplate, detest, dislike, dispute, endure, escape, excuse, cant face, fancy, forgive, hate, hinder,imagine, involve, mention, mind (object to), miss, pardon, prevent, resist, understand, cant

bear, cant help, cant stand(if the subject of the gerund is different from the subject of themain verb, it is expressed either as an accusative or a possessive noun or pronoun): Iremember him/ his arriving early.

3. certain adjectives: bored, busy, happy, tired, occupied

: Im bored attending so manymeetings.

4. certain nouns: a catastrophe, a disaster, a mistake, a pleasure: Its a catastrophe them/their deciding to lay off so many workers.

5. verbs followed by prepositions: look forward to, get round to, object to, be committed to:The company is committed to optimizing the use of the production centers.; They objected toborrowing money from a bank.


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6. certain fixed expressions: its no good/ use,/ little use, its not/ hardly worth, theres no/theres no point in, spend money/ time (Its no use arguing.)

7. the -ing form representing the present participle follows sense verbs: hear, listen to,notice, see, watch, feel, smell; the present participle is used to refer to an incomplete action

in progress (somebody saw, heard a part of the action), whereas if followed by the infinitive,these verbs describe a complete action (the subject sees, hears the whole action). I watchedthem leave their home in disgrace. (from start to finish) / I watched him leaving secretly. (theaction was in progress).

Exceptions

Some verbs can be followed by both the infinitive and the gerund with a difference inmeaning:1. with begin, start, continue, attempt, intend, omit, cant bear, there is little difference inmeaning: I cant bear traveling/ to travel so much.

2. with dread, hate, like, love, prefer, the infinitive is used to refer to a specific (future)situation whereas the gerund: implies that the action is in progress or is existing in general:She hates being bossed around. (in general)/ I hate to part with my friends.

3. remember, forget, regret, the infinitive is used to refer to a future situation (as seen fromthe present or from the past), while the gerund is used to refer to a past one: I regret giving into pressures during the negotiation./ I regret to tell you that our application for a loan has beenturned down.

4. try is followed by the infinitive with the meaning to make an effort and by the gerundwith the meaning to experiment: You must try to make her see our point./ I tried talking toher, but that didnt work either.

5. stop is followed by the infinitive when it refers to purpose and by the gerund with themeaning: On the way to work, we stopped to talk to some colleagues.

6.go on is followed by the infinitive when it refers to doing something different, and with thegerund when it implies continuing the activity without interruption: After setting the agendafor the meeting, the board went on to discuss the terms of the transaction./ They went ontalking until late at night.need, require the gerund is used in alternation with the passive infinitive: The room needsredecorating.

7. some adjectives and nouns can be followed by both the infinitive and by a preposition andthe gerund, although sometimes there are differences in meaning:Im interested to know how you did in the interview. (it interests me)/ Im interested in

getting a job in advertising. (I might do this.)With luck, Ill have the chance to meet/ of meeting my favourite painter. (little difference)Im sorry for not being of any help. (Im sorry for what has happened.)/ Im sorry to bother

you. (Im sorry that Im going to bother you.)


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8. it is/ was + adjective + of (sb) with little difference in meaning: It was very kind of himsupporting/ to support her like that.

4.1. Complete the following sentences with the infinitive or the gerund forms of the verbsin brackets:

a. Consolidation will help the company more heft. (to give);b. Industrial restructuring aims .. large chinks of industry under pressure and.. and . shareholder value. (to consolidate, to refocus, to improve);c. Foreign companies are keen .. a foothold in Polish market via acquisitions. (tocement);d. Making acquisitions is the quickest way a new client base and new markets.(access);e. The rising chorus of objections ......... former monopolies . abroad is justified bythe imperfections in the European market for corporate control.;f. EMI considered a deal with BM6 after the EMI-Time Warner merger

collapsed.(make);g. One reason for concern is that American companies continue . the Internetsunderlying network structure. (dominate);h. In the eyes of many analysts, DT risked . if it didnt make a majoracquisition soon. (be taken over);i. The Federal Communications Commission has the opportunity .. greatly thetelecommunications industry by deciding whether or not to let major mergers . .(influence, go ahead)

4.2. Rephrase the following sentences using the words in brackets so that the meaning of

the sentence doesnt change:1) Im hopeful that Ill be working in a new job soon. (hope);2) I think its their duty to tell about things as soon as they happen. (expect);3) Everybody knows that he is a cunning businessman. (be known);4) AOL thought about agreeing to the merger proposed by Time Warner. (contemplate);5) We dont think well be moving to larger premises until the end of the year.

(anticipate);6) She suggested that we went ahead with the merger. (propose);7) Carrying on ineffective discussions is pointless. (worth/ point);8) I never use hostile takeover tactics to acquire a company. (avoid);9) Its quite improbable that he could give in to pressures. (imagine);10)Our employers cannot possibly cope with such a heavy workload, so I think that we

should take on extra staff. (find);

11)I am certain hell make this company a success. (certain);12)Carrying out a merger would mean that we must make some of our staff redundant.(involve);

13)Small companies strongly dislike the fact they are often subject to hostile takeovers.(resent);

14)He doesnt think there will be problems. (foresee);15)For some employees the major changes affecting their company after a takeover are

difficult to understand. (difficulty);16)Hed rather be open than hide facts. (prefer);


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17)For a couple of months, the company stagnates. (start);18)They made efforts to interest the investors in assisting them to prevent a hostile

takeover. (try, help);19)I could have used the benefits of your experience yesterday. (like);20)I am sorry you have lost your job. (regret)

5. BUSINESS SKILLS

Among the most important skills in negotiation are: stating aims, signaling (drawing attentionto what youre about to say), focusing the discussion, checking understanding, summarizingand ending the negotiation. Read the following dialogue between the directors of soon-to-be-merged businesses as they are negotiating the terms of the merger agreement and alsodiscussing ways of tackling the thorny issues involved in the planned merger. Identify in thedialogue examples of expressions common in negotiations using the clues given below:

Stating aims What we need to decide is..We would like to reach an agreement on

What we hope to achieve is.Wed also like to discuss..

Lets establish some common ground.Signaling Id like to make a suggestion.

I think that we should.

I want to ask a questionFocusing the discussion The key issue here is

One thing I want to look at is

What we need to talk about now is

We now come to the most important phase of our

discussion.Checking understanding Sorry, could you repeat that?

Are you saying that .. ?So what youre saying is that

Summarizing Can we just summarize the points weve agreed sofar?

Ok, so were agreed

Have I got this right?

As we agreed, we will handle..

Ending the negotiation I think we covered everything.OK, its a deal.

We can shake on that.A: Speaking for the member of the MPT board of administration, I would like to begin byexpressing my confidence and high expectations that this consolidation will be of greatmutual benefit to our companies, as Im sure youll agree. Saying that, Id like to add howeverthat making this merger a success is down to us, and what I hope to achieve is to make surethat nothing is allowed to jeopardize the projects chances of success, that all the aspectsinvolved are considered carefully and that the possible pitfalls are tackled before them doingany real damage. As you know, much is riding on soft issues, on dealing with the employeeswho as a rule expect radical changes to happen a part of a merger, particularly one this size.Actually this is the most contentious point of mergers.


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B: Id like to make a suggestion. As you know we ourselves resulted from a merger betweenDuPont and Conoco companies and if I could draw on my experience from back then, I thinkthat the key is effective management of human resource issues, effective communicationbetween employers and employees and the latters having all aspects explained to them, so asto allay their possible fears.A: Well, actually the employers must address employees' concerns and the transaction's soft

issues in a rigurous project management basis. But what you are saying that communication isof great importance when it comes to people losing their jobs, that employees will acceptmassive changes if they are told what is happening before the event itself, isnt it?B: Thats exactly what Im saying, and they also expect to be fairly treated when theagreement is implemented. There will of course be duplicate functions, some jobs areinevitably going to be shed, however the people to be made redundant must be notified sometime before the planned merger and provisions must be made for their compensation.A: OK, so were agreed that the human resource function plays a major role in overseeingthe raft of redundancies, possible relocations and changes of working practices and corporateculture that are inherent in a merger. We must manage employee expectations, plan, tell themabout the future, then implementing as communicated. Now, on that note I would like to go tothe next item on the agenda and probably the most important phase of our discussion, and first

of all I would like to stress that many mergers suffer as a result of a badlyrun implementationprocess. We must manage the introduction of a common management style and of the newcorporate culture, as well as establishing workload issues.B: So what youre saying is that such differences might threaten the integrity of the newlyformed company?A: Thats right. Incompatible views on how the new company should be run, lack ofdecision-making control have been known to seriously compromise such businesspartnerships.B: Well, in this sense, I would like to make a suggestion. Since it is known that our companyhas a higher profitability, it is probably advisable that the management team of DuPont-Conoco assumes management of the merged entity.A: Weve given this a lot of consideration and we agree that such a change might improvethe financial standing of the company and turn it around into a formidable player by makingbetter use of its assets. And finally gentlemen, what we need to talk about is the financial sideof this merger agreement so as to put an end to possible disagreements on the financialbenefits and on sharing the profits of the merged company.B: Well, as we know, the MPT shareholders have become majority owners of DuPont-Conoco, that means that they have controlling interest and that in this respect, everything isagreed by both parties and that further problems are A: OK, I think that we covered the main issues on our agenda for todays meeting, and Idlike to thank you again for your cooperation and useful input.

6. CASE STUDY

Sheraton Hotels represent a famous hotel chain acquired by the former ITTcorporation, a conglomerate with operations spanning the globe with an impressive array ofbusinesses (insurance, hotels, industrial products). The conglomerate made more than 250acquisitions and had 2,000 working units. However the doomed fate of a merger with ABCabandoned due to resurgent national sentiment against conglomerates, the poor handling ofseveral antitrust cases and the subsequent recession caused the ITT stock to plummet.Although it was soon subjected to a plan of divesting and reorganization into more


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manageable segments, the following hostile bids and the cheap stock led to its breakup intofive publicly traded companies with a view to achieving more focus. However, after thebreakup, Sheratons stock began to languish, and it continued to do so for several consecutiveyears.

Sheraton Hotels continued to have a relatively profitable business operating a top-quality/ first-class hotel network, although it still had a stagnant enterprise. Recently the

powerful Hilton Hotels chain made a hostile takeover offer for the company. The Hiltongroup of hotels, operating internationally, is interested in further growth and profitabilityresulting from synergy by expansion and by covering a wider customer base, as well as in away of eliminating competition and benefiting from the Sheraton assets. The management seethe Sheraton Hotels as undervalued and are interested in holding shares of this companywhich has to the potential to deliver solid gains on owners.

The management of Sheraton Hotels recognize the possible problems having hinderedthe business so far, which were not conducive to growth and which have made it vulnerable tothe takeover offer as well as the necessity of making the business more lucrative. The rivalchain is prepared to offer 20% over the market price, although the management andshareholders are aware of the value of its intangibles (brand name, traditional image,exclusivity) which put the chain in a class of its own.

Sheraton and Winston Hotels Profileexclusive, five-star hotelscatering for the upmarket sectortop-quality local cuisinevenerable brand name

110 hotels network all over the country40m turnover six months ago as compared to 37m one yearago

The Starwood and Winston Hotels are a middle-range chain, providing high-qualityservice for middle-income groups. The hotel has been very profitable for the last couple ofyears, and lately had been seeking opportunities for expansion, for mergers or acquisitionsespecially of upmarket hotel chains that would enable them to gain access to the affluent,expensive and highly profitable segment as well as enabling it to benefit from using arenowned brand.

Starwood Corporation - Starwood and Westin Hotels - Profilethree- and four-star hotelsmixed clientele in the medium income bracketaffordable ratesmodern brand45 hotels located mainly in the south-east region of the country

20m turnover last six months as compared to only 16m a yearago

The directors of Sheraton Hotels recognize the strategic importance of expansion andconsolidation as possibly the only way of increasing their competitiveness and continuing tobe a major player on the hotel business market. Although aware of the second-rate victory thatoffers them the easy way out of the corporate war, they are actually contemplating a mergerwith this smaller company, the Starwood Corporation as both a means of fending off the


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imminent threat of the unfriendly takeover by Hilton Hotels and of tapping into a broadermarketplace and gaining effective access to new and wider market segments.

The directors of Sheraton Hotels have called up a meeting to discuss the possibleways of outmaneuvering competition and achieving consolidation by a merger with Starwoodand Winston Hotels and the possible aspects involved in such an enterprise. They are going toconsider the project in terms of its profitability, efficiency, the shareholders interest.

Task: Imagine you are attending the meeting in question and imagine how you wouldnegotiate the deal if you were representing Sheraton Hotels / Starwood and Winston Hotels.What would be consider to be the strong points that would make your hotel attractive as theobject of a merger? What other aspects would you consider important to negotiate(redundancy, management, location?)

Write two reports; each analyzing the implications of a merger, the first one from thestandpoint of a long-established company joining forces with a new, modern one as comparedto those for a new, smaller company merging with a well-known but relatively stagnatingbusiness? Would a merger-of-equals be more beneficial or should there be a dominant partnerin the merger? What party would stand to gain more from it?

7. TRANSLATION

Cea mai uoar sarcin n management este s cumperi o alt firm. Trebuie doar sidentifici inta, s calculezi ct trebuie s plateti , si s lansezi oferta. Este, adevrat, potaprea complicaii. Cealat parte se poate opune, mpingndu-v ntr-o lupt de preluarecostisitoare. E posibil ca investitorilor s nu le plac propunerea d-str. Dar pentru ca uniiinvestitori (din firm ce formeaz obiectul prelurii) vor avea de ctigat, nu vei aciona ntru-un climat total ostil. Uneori poi spera s nchei tranzacia n uralele tuturor, dei alteoriuralele se pot shimba n huiduieli.

Nu este nimic greit n a cumpra o firm n principiu. Unele dintre scopurile perfectacceptabile sunt achiziionarea unei noi cifre de afaceri (i probabil a unor clieni noi),obinerea de facilitate noi, de la fabrici pn la magazine, adugarea de produse noi,achiziionarea unei tehnologii noi, accessul la piee noi de desfacere. Toate aceste scopuriludabile ar putea fi atinse prin cretera organic, dar achiziia este mai rapid i mai uoar cu condiia s respeci regulile. Orice nelegere ar trebui s fie n stare s treac de testeriguroase. Cei care se doresc a fi cumprtori, indiferent de mrimea comapaniei carecumpar sau a celei cumprate, trebuie s rspund la o serie de ntrebri, dintre care

ntrebarea des pre ct de repede poate fi integrat achiziia i ct de repede va devenifuncional i ct de repede va produce beneficii. Dac cumperi pentru a ctiga timp, nu arerost s te angrenezi ntr-un process de integrare costisitor.


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UNIT 12 PUBLIC RELATIONS"There are a million definitions of Public Relations. I have found it to be the craft of

arranging the truth so that people will like you."

(Alan Harrington, Life in a Crystal Palace)

1. Lead-In Discussiona. What is your background knowledge of the PR industry?b. How would you comment the motto of this chapter?c. What do you believe the role of PR to be in the business environment?d. How would you comment Bill Gates assertion: If I was down to my last buck, I

would spend it on PR?e. Do you think there are significant differences between advertising and PR? What

would they pertain to?f. Do you know of particular crisis situations when PR departments were of outmost

assistance?

2. ReadingRelationship Building

Some are born great, some achieve greatness, and some hire public relations officers.

(Daniel J. Boorstin, Pulitzer-prize winning author)

The primary role of public relations is to manage a companys reputation and help buildpublic consent for its enterprises. Todays business environment has become so competitive

that public consent can no longer be assumed; it must be earned continuously.The termpublic relations is widely misunderstood and misused. Part of the confusion is dueto the fact that public relations covers a very broad area. Depending on the context and onones point of view, it can be a concept, a profession, a management function, or a practice.For our purposes, we define public relations (PR) as the management function that focuses onthe relationships and communications that individuals and organizations have with othergroups (calledpublics) for the purpose of creating mutual goodwill.Failure to do so may entail loss of customers and revenues, time lost dealing with complaintsand lawsuits, and loss of esteem (which weakens the organizations brand equity as well as itsability to secure financing, make sales and expand).A companys publics change constantly. As soon as word of Firestones defective tires got out(following accidents in the autumn of 1999), the companys publics multiplied rapidly. Inaddition to Firestones own customers, there were now Ford Explorer drivers to deal with.There was the local, national and international press, all wanting interviews. Lawyers for theaccident victims paid close attention to everything Firestone did and said. Frustrated autoowners, whom Firestone had never dealt with before, needed help finding replacement tires.Members of Congress and federal regulators such as the National Highway SafetyAdministration wanted to conduct investigations. Retailers who sold Firestone tires suddenlywished they sold Goodyear. And other publics had their own axes to grind.


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The powerful effect of public relations is transparent not only in times of crisis, but it alsoholds true for major policy decisions: changes in management or pricing, labor negotiations,introduction of new products, or changes in distribution methods. Each decision affectsdifferent groups in different ways. Effective public relations can channel groups opinionstoward mutual understanding and positive outcomes.The difference between advertising and public relations covers various layers. Firstly, many

public relations communications, like publicity, are not openly sponsored or paid for. Peoplereceive these communications in the form of news articles, editorial interviews, or featurestories after the message has been reviewed and edited filtered by the media. Since thepublic thinks such messages are coming from the medium rather than a particular company, ittrusts them more readily. As far as building credibility goes, public relations is usually a betterapproach.However, while advertising is carefully placed to gain particular reach and frequencyobjectives, PR is less precise. Public relations communications are not easily quantifiable. Infact, results gained from public relations activities depend greatly on the experience and skillof the people executing it. Moreover, editors wont run the same story again and again, but anads memorability comes from repetition. While PR activities may offer greater credibility,advertising offers greater awareness and control. This is why some companies choose to relay

their public relations messages through corporate advertising.Another major difference between public relations and advertising is the orientation ofprofessional practitioners. Advertising professionals see marketing as the umbrella processcompanies use to determine what products and services the market needs and how todistribute and sell them. To advertising professionals, advertising and public relations aregood news marketing tools employed in order to promote sales.Public relations professionals take a totally different view. With their background typically in

journalism rather than marketing, they believe public relations should be the umbrellaprocess. They think companies should use PR to maintain relations with all publics, includingconsumers. According to Inside PR magazine, Public relations is a management disciplinethat encompasses a wide range of activities, from marketing and advertising to investor

relations and government affairs. To PR professionals, public relations should be integratedcorporate communications, which is certainly broader than what most people considerintegrated marketing communications.When PR activities are used for marketing purposes, the term marketing public relations(MPR) is often used. In support of marketing, public relations activities can raise awareness,inform and educate, improve understanding, build trust, make friends, give people reasons orpermission to buy, and create a climate of consumer acceptance usually better thanadvertising. Marketing strategists often believe the best way to build a brand is throughpublicity a PR activity. We could cite numerous examples of leading companies thatachieved their cachet with relatively little advertising but extensive publicity: Starbucks, TheBody Shop, Wal-Mart, etc.In an integrated marketing communications program, advertising and MPR need to be closely

coordinated. Many ad agencies now have PR departments for this very purpose, and manyhave communications departments that manage both advertising and PR.To conclude, PR efforts may rally public support, obtain public understanding or neutrality, orsimply respond to enquiries. Well-executed public relations is an ongoing process that moldslong-term relationships and plays an important role in relationship marketing and integratedcommunications.

(adapted from William F. Arens. Contemporary Advertising, 8th edition. New York: McGraw-Hill, 2002)


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2.1 Decide whether the following statements are true or false.

a) The effect of PR is visible only in periods of crisis.b) PR is restricted to news articles, editorial interviews, or feature stories.c) Public relations activities can raise awareness, inform and educate, improve

understanding, build trust, make friends, give people reasons or permission to

buy, and create a climate of consumer acceptance.d) Publics trust advertising more than they trust PR.

2.2 Match the following terms to their definitions.a) publicsb) public relationsc) MPRd) corporate communicationse) brand equityf) B2Bg) B2Ch) media relations1) involves gaining press coverage in the vast number of national newspapers and

consumer magazines available. Gaining good coverage requires creativity to ensure the rightmessage is heard above the general noise of stories.

2) carefully selected groups of people that a company seeks to influence; for examplestockholders, stakeholders, opinion leaders, customers, legislators, media, employees,suppliers etc.

3) public relations for a corporation, integrated as part of the company's strategic andbusiness objectives. As opposed to market focused or segmentation PR.

4) the intangible, but real, value of words, graphics or symbols that are associated withthe products or services offered by a business. For a particular business it is similar to thegoodwill of an enterprise.

5) PR used for marketing purposes.6) the function of gaining positive media attention and coverage.7) a company that markets to other businesses is in the business-to-business sector. It is

focused on reaching a business audience and therefore uses specialist and vertical marketmedia. The agency is often required to have specialist knowledge of the clients market inorder to maximize effective coverage.

8) the function of creating and maintaining a public image, identity and companyreputation to develop public confidence. It aims to positively influence opinion and behavior.It influences what a company does and says and what others say about it. Information isdisseminated via the media, which provides a vehicle to the target publics.

3. Language WorkCollocate the following terms with public relations and then match the resulting

terms with their definitions below.

crisis; financial; internal; proactive; reactive; consultant; plan


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1) the policy of responding to circumstances situations or events after it has happened,being also considered to be defensive PR activity.

2) specialist PR service that communicates with shareholders, security analysts,institutional investors, stock exchanges, etc. on behalf of a publicly listed company. Itrequires expertise in stock market regulations and company law and necessitates theconsultant to create and maintain investor confidence and build positive relationships

with the financial community.3) independent professionals who provide public relations guidance and are eitherfreelance or work within a PR agency.

4) a company communicating to its employees in a strategic fashion.5) planned and aggressive public relations and entails anticipating events, circumstances,

or situations that expose opportunities for further promotion.6) the communications campaign that is implemented when a potentially negative

situation arises for a company. It requires planning and forethought and a goodconsultant will ensure that the potential areas liable to suffer any damage are thoughtout in advance and planned for.

7) a document that details specific actions to achieve a public relations result, based ongoals objectives, strategy and actions.

Collocate the following terms with media and then match the resulting collocations

with their definitions below.

a. This is a very short item, usually about a paragraph long, that alerts journalists to anevent or other important information.

b. The relationship between the company and all the various media of communication.PR practitioners develop ongoing communications with the media to seeking publicityor as response to incoming interest in client.

c. A companys directive as to how company representatives will communicate with themedia.

d. Mention in the media of a company, its products or services.e. A collection of editorial and promotional materials distributed to the media about a

person, product, or company. Journalists use these materials to learn about the subjectsince this is an invaluable aid in generating print media publicity.

Study the various meanings of the phrasal verb bring, then fill in the sentences

with the appropriate forms.

bring about (to accomplish, to cause to happen) a pricinui, a cauza, a aduce cu sine.bring along/on (about tutor, coach; help, encourage to develop) a ncuraja, a promova.bring around/round 1. (to convince of a belief or opinion, to persuade) a convinge, aconverti pe cineva. 2. (to restore to consciousness, as after a faint) a readuce pe cineva nsimiri, a face s i revin. 3.( to bring as a visitor) a aduce pe cineva ca vizitator.bring back 1. (to cause to return; to give back) a restitui; a aduce napoi. - 2. (remind of) areaminti, a aduce aminte de.

relations alert kit coverage policy


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bring down 1. (to injure, capture or kill) a ucide, a dobor. 2. (t

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