1.

Record Nr.

UNINA9910813761903321

Autore

Medici Elvira

Titolo

Buyer beware : the hidden cost of labor in an international merger and acquisition / / Elvira Medici and Linda J. Spievack

Pubbl/distr/stampa

New York, New York (222 East 46th Street, New York, NY 10017) : , : Business Expert Press, , 2017

ISBN

1-63157-599-6

Edizione

[First edition.]

Descrizione fisica

1 online resource (xii, 76 pages)

Collana

Business law collection, , 2333-6730

Disciplina

344.01

Soggetti

Labor laws and legislation - United States

Labor laws and legislation - Germany

Labor laws and legislation - Italy

Consolidation and merger of corporations - Law and legislation - United States

Consolidation and merger of corporations - Law and legislation - Germany

Consolidation and merger of corporations - Law and legislation - Italy

Lingua di pubblicazione

Inglese

Formato

Materiale a stampa

Livello bibliografico

Monografia

Nota di bibliografia

Includes bibliographical references (pages 63-73) and index.

Nota di contenuto

1. Due diligence: scrutiny of labor law of target countries (Germany and Italy) in relation to U.S. labor laws -- 2. Comparative analysis of the at-will employment concept and doctrine in the United States and related employments laws in Germany and Italy -- 3. Comparative analysis of the U.S. Federal Worker Adjustment and Retraining Notification Act (WARN Act) and the relevant workforce protection laws in Germany and Italy -- 4. Soft due diligence investigation relating to family and medical leave -- 5. Family leave practices -- 6. Target country: Germany, family leave benefits -- 7. Target country: Italy, family leave benefits -- 8. Target country: United States, family leave benefits -- 9. Conclusion: inadequate consideration of EC doctrine and the relevant labor laws in Italy and Germany can lead to a failed merger and acquisition -- Bibliography -- Index.

Sommario/riassunto

Recent years have seen a huge growth in European cross-border mergers and acquisitions (M&A), and considerable attention has been given to how such deals arise and are completed. A U.S. investor must



understand the basic difference in the principle of individual labor law in the United States and how it compares with the laws of the target country in an M&A. The European Community's Directive calls for a cooperative relationship between employer and employees. Most theoretical emphasis has been placed upon noncultural factors although it is increasingly recognized business performance cannot be separated out from national or regional cultural influence. In the United States, under the employment at-will doctrine, the U.S. private sector employers can dismiss their nonunionized employees at any time for any reason or even no reason at all. Thus, nonunion U.S. private employers do not have to demonstrate "just cause" to terminate an employee without paying severance or providing notice. They just have to make sure that the termination is not for discriminatory (e.g., based on sex, age, race, national origin, religion, or disability) or retaliatory reasons, which are outlawed by federal, state, and sometimes, local statutes. In most European Union (EU) countries and Germany and Italy specifically, employees are presumed to have a basic right to keep their jobs indefinitely. One of the greatest labor cost disparity with the United States is not wages. It is the amount of paid time-off and other perquisites or benefits. Employers in Germany and Italy will find it difficult to discharge employees without incurring substantial liability. Termination without consequence to employer can happen only if the employer has "just cause." What constitutes "just cause" is often specifically defined in the law and nothing less than serious misconduct qualifies. If the employer cannot prove "just cause," it must either provide a lengthy pretermination notice period or pay a very generous severance based on seniority. For high-level, long-term employees, these severance payments can run into six or even seven figures. In addition, back wages often accrue until a ruling is made in the case. The fundamental distinctions between these countries and the United States will not only influence a company's bottom-line profit, but also the success or failure of a merger and acquisition. These systems of corporate governance may come into conflict with American business' perceptions of what constitutes paid labor benefits and the need for "soft due diligence" research at the reacquisition stage. To assure success of the merger or acquisition or both and avoid a point of conflict, the company needs to understand the cultural landscape of the market, the target country's labor laws, investigate the cost of compliance or violation, and the success of the postacquisition phase.



2.

Record Nr.

UNINA9910830803703321

Titolo

Dietary supplements and health [[electronic resource]]

Pubbl/distr/stampa

Chichester ; ; Hoboken, NJ, : John Wiley, 2007

ISBN

1-281-03204-2

9786611032043

0-470-31944-5

0-470-31945-3

Descrizione fisica

1 online resource (238 p.)

Collana

Novartis Foundation symposium ; ; 282

Altri autori (Persone)

BockGregory

GoodeJamie

Disciplina

613.28

Soggetti

Dietary supplements

Health

Lingua di pubblicazione

Inglese

Formato

Materiale a stampa

Livello bibliografico

Monografia

Note generali

Contain articles from Symposium on Dietary supplement and health, held at the Novartis Foundation, London, 9-11, 2006.

Nota di bibliografia

Includes bibliographical references and indexes.

Nota di contenuto

Dietary Supplements And Health; Contents; Chair's introduction; Risk assessment of dietary supplements; DISCUSSION; Setting dietary intake levels: problems and pitfalls; DISCUSSION; Criteria for substantiating claims; DISCUSSION; Science in the regulatory setting: a challenging but incompatible mix?; DISCUSSION; Vitamin E; DISCUSSION; Flavonoids: a re-run of the carotenoids story?; DISCUSSION; Reduced folate status is common and increases disease risk. It can be corrected by daily ingestion of supplements or fortification; DISCUSSION; Calcium and vitamin D; DISCUSSION; Selenium; DISCUSSION

Herbal medicines: balancing benefits and risksDISCUSSION; Standardization and evaluation of botanical mixtures: lessons from a traditional Chinese herb, Epimedium, with oestrogenic properties; DISCUSSION; Communication between science and management; DISCUSSION; Dietary supplements and health: the research agenda; DISCUSSION; FINAL DISCUSSION; Index of Contributors; Subject Index

Sommario/riassunto

Dietary supplements can contain a wide variety of ingredients, either singly or in combination, including nutrients, botanicals and 'bioactive components' commonly found in foods. They are marketed and used by



consumers for a range of reasons: to enhance "well-being", as traditional medicines, for health promotion or disease risk reduction, and as alternatives or complements to conventional drug therapies. On a global basis, the dietary supplement industry has enjoyed rapid growth, becoming a multi-billion dollar enterprise over the last 10 years. This growth has been associated with signifi