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Friday, May 31, 2019

Responsibility of Friar Lawrence in Shakespeares Romeo and Juliet Essa

From forth the fatal loins of these two foes, A pair of star- traverse lovers take their life, Whose misadventured piteous overthrows, Doth with their death bury their p bents strife.There are many reasons to the disaster of William Shakespeares Romeo and Juliet. The tragedy, of Romeo and Juliet, involves a pair of ill- fated lovers who by their deaths will halt the long and bitter feud that has been raging between their families for centuries. There are many incidents that occurred and many people could be blamed for the deaths of the two lovers. However, I recollect that Friar Laurence is the one character most at fault for the tragedy that occurred. One of the mistakes that Friar Laurence made was sending Friar John with the letter to depose Romeo of the plan. Ill send a Friar with speed to Mantua, with my letters to thy lord. (Act 4- barb 1, Pg. 100) He should have instead sent Romeos servant Balthasar. Her body sleeps in Capels monument, And her immortal part with angels li ves. I saw her laid low in her kindreds vault, And presently took post to tell it to you. (Ac... Responsibility of Friar Lawrence in Shakespeares Romeo and Juliet EssaFrom forth the fatal loins of these two foes, A pair of star- crossed lovers take their life, Whose misadventured piteous overthrows, Doth with their death bury their parents strife.There are many reasons to the tragedy of William Shakespeares Romeo and Juliet. The tragedy, of Romeo and Juliet, involves a pair of ill- fated lovers who by their deaths will end the long and bitter feud that has been raging between their families for centuries. There are many incidents that occurred and many people could be blamed for the deaths of the two lovers. However, I believe that Friar Laurence is the one character most at fault for the tragedy that occurred. One of the mistakes that Friar Laurence made was sending Friar John with the letter to inform Romeo of the plan. Ill send a Friar with speed to Mantua, with m y letters to thy lord. (Act 4- Scene 1, Pg. 100) He should have instead sent Romeos servant Balthasar. Her body sleeps in Capels monument, And her immortal part with angels lives. I saw her laid low in her kindreds vault, And presently took post to tell it to you. (Ac...

Thursday, May 30, 2019

Warriors Dont Cry :: essays research papers

Warriors Dont CryMelba Pattillo Beals- A junior when she entered Central High School, Melba did a locoweed of growing up that year. With the Supreme Court overturning their decision, the same day of that decision, on her way home from groom she was attacked and almost raped. She endured a lot of harassment that year. She got her heels stepped on between every class and was singed by the water when she tried to shower after gym class. She had totally her clothes sprayed on by ink and she got her eye sprayed with acid which caused her to have to wear glasses. That same year she lived through what was supposed to be the happiest time of a girls live. She got her first boyfriend and had her first date, but all she could ever think about was how she was going to make it through her next day. Although eventually she did happen to make a friend (Link) that helped her by telling her places to avoid, he could not be seen in public with her. That year Melba turned 16 and though that year sh e had nobody attend her party due to the fact that they were stir to come over to her house due to all the bomb threats everybody especially the Little Rock Nine were receiving. Everyday became a struggle for Melba, she woke-up, got dressed and went to school were she tried to make herself not seen to avoid the harassment, then she had to give interviews to reporters (which she had determined that that was her future job), and then went home to an endless ringing phone from threats or extra old hang ups. That year she had to due without a lot of the teenage things, once her friend Minnijean was expelled, she had no one to talk to, at home or at school. After that terrible year Melba spent at Central, she did not return there for her senior year. Instead, she went to stay at the home of Dr. George McCabe and his wife sing in the Santa Rosa, California. Dr. Lois Peyton Pattillo (Mother Lois)-Giving birth to a sick baby the same day that Pearl Harbor was bombed started the life of M elba Pattillo Beals. Mother Lois was one of the first African American to integrate the University of Arkansas where she received her masters in education. She worked as a seventh grade English teacher and was the main source of income for her family.

Wednesday, May 29, 2019

Different Types of Digital Libraries Essay example -- Computer Technol

Digital libraries are libraries in which collections are stored in a digital format. A digital library has also been know as a virtual or electronic library. In this essay, different types of digital libraries lead be compared. This essay will provide an in sagacity look at the many different digital library programs that have had a profound impact on the field of digital libraries. Archival formats will be explored. Techniques for the conversion of textbased formats into digital formats will be analyzed and compared. This essay will also uncover the pros and cons of a digital library compared to a handed-down library. Suggestions for the future of digital libraries will also be considered. In 1945, Vannevar Bush had a vision. In his article, As We May Think, he describes a technical generate for the information explosion that begun after World War II. Vannevar named this technical fix the Memex. The Memex was descibed as a device in which an individual stores all his books, records and communications which is mechanise so that it may be consulted with exceeding speed and flexibility (Bush, 1945). Vannevar was most certainly a visionary. His ideas were well before his time. His idea of the Memex can be considered the fanny for digital libraries and maybe even the world wide web. In the 1980s, libraries card catalogs were being replaced by Online Public Access Catalogs (OPACs). These were usually closed systems that could contain elflike more than bibliographic data. Most OPACs were are done in Machine Readable Cataloging (MARC) format. It generally represents an individually published item or information product, and describes the strong-arm characteristics of the item itself (Brenner et al, 20... ... Materials. A Case for Full Information Capture. Digital library Magazine.Digital Library Foundation (1995). Americas Heritage Mission and Goals for a Digital Library Federation. Retrieved April 25, 2007, from http//www.diglib.org/about/dlfcharter.htmAmerican Memory, The Library of Congress. Mission and History. Retrieved April 24, 2007, from http//memory.loc.gov/ammem/about/index.htmlMorgan, E (2007). Alex Catalogue of Electronic Texts. Retrieved April 26, 2007, from http//www.infomotions.com/alex/Alexandria Digital Library Project (2007). About ADL. Retrieved April 26, 2007, from http//www.alexandria.ucsb.edu/research/about/history.htm CSDL (2007). The focus for the Study of Digital Libraries. Texas A&M. Retrieved April 25, 2007, from http//www.csdl.tamu.edu/csdl/center/center.html

Iranian Education Essay -- Iran Middle East

Iranian culture From Modernization to TraditionalismAn education system, because of its blueprint as the shaper of the future, is a goodindicator of what is going on within a country politically and culturally. The historyof the Iranian education system showed change as the ideological values of thecountry shifted with each raw regime change in the mid twentieth century. Iran, asa country, went from a country focused on modernization and secularization underthe Reza Shah, to a country focused on traditional Islamic values under the reinvigoratedgovernment completed after the Islamic Revolution of 1977-791. These changesshifted the very purpose of education, its impact on women (in arguably negative orpositive ways), and its literature. The shift in political focus from modernism toreligious traditionalism can also be seen in how religion is taught in Iran, especiallycompared with different countries around the world.The history of the Iranian education system from 1907-1977 is one that is filledwith problems. In 1907, Iran established a Ministry of Science and Art to controlall areas of education, even religious education. In 1910, this ministry wasreorganized and renamed the Ministry of Education, and given more power to setlaws and guidelines for education, religious and secular. This ashes was notnecessarily effective in setting new guidelines for Iranian schools. The mainproblem was overcoming was the lack of qualified, quality teachers (Szyliowicz 176-7).After 1925, the Shah2 built many new schools and tried to revitalize theeducational system. This effort was hampered again, by lack of qualified teachers(Szyliowicz 231), a lack of coherent ideology (Szyliowicz 232), and a program ofedu... ...ern Iran. Ithaca and London CornellUniversity Press, 1992.Rivard, Jean-Franois and dealimo Amadio. teach Time Allocated to ReligiousEducation in Official Timetables. Prospects 33 (2003) 211-217.Shavarini, Mitra K. Misconceptions about Islam and Womens Educat ion Lessonslearned from the Islamic Republic of Iran (IRI). International Education.33.1 (Fall 2003) 40(11). Gender Watch. Proquest. Univ Mass Amherst. 10Feb 2006. .Szyliowicz, Joseph S. Education and Modernization in the Middle East. Ithaca andLondon Cornell University Press, 1973.UNESCO. Integration of Technology and Vocational Education into Special NeedsEducation. Austria, Colombia, Iran, Tunisia. Geneva Imprimeries Popularies,1977.Zia, Rukhsana. Religion Education in Pakistan An Overview. Prospects. 22 (2003)165-178.

Tuesday, May 28, 2019

rave culture Essay -- essays research papers

mouth off Culture What is a rave? Raving is a passing subjective experience. One persons best rave is another persons worst. Any attempt to analyze rave culture must recognize the highly personal compute of the experience. Author Daniel Martin defines a rave as a long period of constant energetic and stylistic dancing exhibited by a large theme of people in a hot, crowded facility providing continuous loud House music and an accompanying strobe lit psychedelic light tell . Since the beginning of this culture there has been much controversy on the legality of what goes on in the scene. Through the history, music, people, spirituality we are introduced to one of the newest things affecting lead off culture today.Rave culture can be traced back to Native American religious ceremonies. It can be traced back to anarchist revolutions in Italy and France. It pulls pushing from many different directions. It had its origins in Chicago and Detroit disco clubs and gay dance clubs. Engl and and America traded musical influences back and forth during the late seventies-early eighties until techno finally started to be formed. The actual rave movement, however, combining this new music with dancing, occurred in England. At almost the exact same time, raves started popping up in Manchester and Ibiza, a remark English vacation spot, in late 1987 and early 1988. At this same time, the rave phenomenon was taking hold in Germany, most notably in Berlin. The popularity of raves grew in both countries, and soon the intimate all-night dance parties were drawing thousands of kids. The first U.S. raves were held in San Francisco, long noted for its liberal and psychedelic culture. From here, they moved to Los Angeles and the rave scene was innate(p) in California.The rave scene that was born in America was one of complete illegality. It began when Frankie Bones, a New York native and one of the U.S. DJs that was reel in England, saw that the scene was moving into America, an d wanted to bring it to his hometown of Brooklyn. He started a series of parties called Stormrave in early 1992. The parties started out small, 50-100 kids, and Frankie resorted to projecting videos of the massive raves in England to show kids what it was all about. It was during this period of Stormraves that many DJs made their debuts. The music at a rave is techno, primarily electronically created music that gener... ...rable and strangers constrain people to be loved. It was a perfect fit with the happy family that the rave scene was trying to create.There is a tangible energy that goes along with dancing to extremely loud beats with hundreds of other people. Raves are a shared experience. A sense of unity often develops among ravers, in which, personal creeds, race, gender, age, sexual taste perception and everything else that our society places so much emphasis on simply fades into the background. At a rave when everyone is dancing you experience a feeling of collective bei ngness and I think people that have had this experience view the world differently afterwards. Another phrase commonly thrown around in circles of ravers is that of PLUR, which stands for Peace, Love, virtuoso and Respect. In many senses, PLUR is the dogma that ravers believe in. ReferencesJordan, Joel. Searching for the Perfect Beat. New York Watson-Giptil Publications, 2000.Martin, Daniel. Power Play and Party Politics The Significance of Raving. Journal of Pesch, Martin. Techno Style. Zurich Edition Olms, 1998. Redhead, Steve, ed. Rave Off Politics and Deviance in Contemporary Youth Culture.Aldershot Avebury, 1993.

rave culture Essay -- essays research papers

Rave Culture What is a rave? Raving is a highly subjective experience. One persons best rave is another persons worst. each attempt to analyze rave culture must recognize the highly personal factor of the experience. Author Daniel Martin defines a rave as a dour period of constant energetic and stylistic dancing exhibited by a large group of people in a hot, crowded facility providing unbroken loud House music and an accompanying strobe lit psychedelic light show . Since the beginning of this culture there has been much controversy on the legality of what goes on in the scene. Through the history, music, people, spirituality we are introduced to one of the newest things affecting pop culture today.Rave culture can be traced hazard to Native the Statesn religious ceremonies. It can be traced back to anarchist revolutions in Italy and France. It pulls energy from many different directions. It had its origins in Chicago and Detroit disco clubs and cheery dance clubs. England and A merica traded musical influences back and forth during the late seventies-early eighties until techno finally started to be formed. The actual rave movement, however, combining this new music with dancing, occurred in England. At almost the exact same time, raves started popping up in Manchester and Ibiza, a noted English vacation spot, in late 1987 and early 1988. At this same time, the rave phenomenon was taking hold in Germany, most notably in Berlin. The popularity of raves grew in both countries, and soon the intimate all-night dance parties were drawing thousands of kids. The archetypal U.S. raves were held in San Francisco, long noted for its liberal and psychedelic culture. From here, they moved to Los Angeles and the rave scene was born in California.The rave scene that was born in America was one of complete illegality. It began when Frankie Bones, a New York native and one of the U.S. DJs that was spinning in England, saw that the scene was moving into America, and wante d to take aim it to his hometown of Brooklyn. He started a series of parties called Stormrave in early 1992. The parties started out small, 50-100 kids, and Frankie resorted to projecting videos of the massive raves in England to show kids what it was all about. It was during this period of Stormraves that many DJs made their debuts. The music at a rave is techno, primarily electronically created music that gener... ...rable and strangers become people to be loved. It was a perfect fit with the blessed family that the rave scene was trying to create.There is a tangible energy that goes along with dancing to extremely loud beats with hundreds of other people. Raves are a shared experience. A sense of unity often develops among ravers, in which, personal creeds, race, gender, age, sexual preference and everything else that our society places so much emphasis on only if fades into the background. At a rave when everyone is dancing you experience a feeling of collective organism and I think people that have had this experience public opinion the world differently afterwards. Another phrase commonly thrown around in circles of ravers is that of PLUR, which stands for Peace, Love, Unity and Respect. In many senses, PLUR is the dogma that ravers believe in. ReferencesJordan, Joel. Searching for the perfect(a) Beat. New York Watson-Giptil Publications, 2000.Martin, Daniel. Power Play and Party Politics The Significance of Raving. Journal of Pesch, Martin. Techno Style. Zurich Edition Olms, 1998. Redhead, Steve, ed. Rave Off Politics and Deviance in Contemporary callowness Culture.Aldershot Avebury, 1993.

Monday, May 27, 2019

The Effects of Slavery on African-Americans

Slavery obviously had no small affect on the lives of millions of African-Americans in America. Both the North and southernmost had strict rules on how the operate was move in society, rules that placed them far beneath any social class in America. It could be said that even give up slaves, could never genuinely be free due to a eff lack of social equality granted by the American Government. Blacks were treated as something less than a human being, something like a product this product was sold and traded around the country, and was the basis of the entire countrys economy.Working in the fields from dusk to dawn not besides hindered African-Americans physically, hardly also exhausted them in the social and mental aspects of life. Slavery affected the lives of African-Americans in the South and the North by hinder them socially, mentally, and physically. Socially, African-Americans were at the complete bottom of the list. Even the backwoods, workless hillbillies who lived ne arly as harsh of lives as the African-Americans did were well above the slaves in social aspects.African-Americans in the South were completely deprived of any sort of education, including the simple knowledge of reading and writing. Black schools in the North were lots despised, in one case, a school dedicated to the teaching of African-Americans was do drugs into a pond by a group of local whites. Blacks, horribly mistreated had virtually no legal rights, and could not even testify against a white person in court. This meant that no matter how brutally a slave was beaten, he could not do a thing about it.The free blacks had little freedom also, and were treated as a kind of third race in society. These people were essentially slaves still, only without a master. Secondly, African-Americans were hindered very much in the mental aspect. Blacks had no hope of social mobility in their country and recognized this. This, to many blacks became a degrading truth. They also felt deprived o f their self-worth and responsibility in the world. Knowing all of these depressing truths, many blacks esentially gave up and stopped putting so much effort into their role in society.Thus began the sort out of the lazy African-American, who did just enough to get by, or purposely destroyed machinery in hopes of dodging work. Treatment of blacks within the family varied, some blacks in the upper South were treated as family while blacks in the deep South were whipped and branded on a regular basis. Lastly, the most apparent type of abuse that the African-Americans had to make love with was the physical abuse. Blacks toiled in the fields of cotton from dusk to dawn during their long work days.Masters were allowed to punish their slaves as they pleased, allowing them to whip their slaves if they werent pleased with their effort. The Government offered no true(a) type of protection to slaves due to the law that forbidded any African-American to testify against a white in court. Ev en African-Americans that were finally free had to fear that they whitethorn be recaptured at any moment, and they could do nothnig about it. In the North, blacks were definitely a rare race. The blacks that were seen were discriminated against significantly, some blacks werent even allowed entrance to certain statesIn conclusion, African-Americans were placed at the pit of society throughout the 19th century. They had virtually no rights, and were worked tirelessly for a lifetime. African-Americans were not only exhausted by physical work, but they were also beaten in the mental and social aspects. Blacks almost always kept hope, and used the idea of being a free black as motivation, though this third race didnt have such a well-off life either. Slavery affected the lives of African-Americans in the South and the North by hindering them socially, mentally, and physically.

Sunday, May 26, 2019

The Zigzag Way portrays the character

Colette Rossants memoir, Apricots on the Nile, portrays the authors m different in a negative light, as a selfish woman concerned only about her own needs. Anita Desais novel, The Zigzag Way, portrays the character of Dona Vera in a similar way, as a selfish older woman who is full of herself and does not treat her servants or assistants with much consideration.Analyze the ways both of these texts, one fiction and one an autobiography, portray European women who came of age right before the second world war as self-centered tyrants. Which women serve as severalises to the mother and Dona Vera in each narrative? I just need a good intro paragraph for this topic. Can you underline the thesis statement? Also, I do not need any other references, other than the 2 books Apricots on the Nile, and The Zigzag Way.Colette Rossants French mother in her autobiography and Dona Vera in Zig Zag way of Anita Desais fiction are of European by origin and belong to the World War II generation. These seem to be the only similarity between the both of them, their continent and their age. Other than they are entirely different in every aspect.At the outset, both women come from contrasting classes of the society, Dona Vera from the middle Class and Rossants mother from the upper berth strata of the society. Dona Vera flees Austria as a result of her connections with the Nazis whereas the other lady has been forced to move to Egypt because of her husbands sickness. Dona Vera is a self made woman but Rossants mother is privileged to live luxurious life because of her status in the society.Therefore the two women actually act as a foil to each other rather than being similar in any other way except the period of time in history and the dislike of the respective protagonists of the two books, Rossant and Eric. Instead of calling them tyrants who are inconsiderate to the people around them or self centered women, we can simply say that they have successfully survived the perils and troubles in their own varied but familiar way.They do not know any other way. Interestingly, Dona Veras contrast is Betty Jennings, and French ladys contrast is her own daughter, Colette Rossants.ReferencesColette Rossants Apricots on the Nile Anita Desai The Zigzag Way

Saturday, May 25, 2019

Excellence in Financial Management

Excellence in Financial Management Course 7 Mergers & Acquisitions (Part 2) Prep bed by Matt H. Evans, CPA, CMA, CFM Part 2 of this rails continues with an overview of the jointure and learning treat, including the valuation answer, stakes merger consolidation and anti- coup defenses. The purpose of this course is to give the user a solid understanding of how mergers and acquisitions work. This course deals with advanced c at one timepts in valuation. thitherfore, the user should wealthy person an understanding of toll of p sever completelyyy, expression, and regard as base forethought before taking this course.This course is recommended for 2 hours of Continuing schoolmaster Education. In order to receive credit, you give need to pass a multiple choice exam which is administered over the internet at www. exinfm. com/training print June 2000 Chapter 4 Valuation Concepts & Standards As indicated in Part 1 of this Short Course, a major challenge deep down the merger and acquisition process is due diligence. unrivalled of the much than captious elements at bottom due diligence is valuation of the charge whiley. We need to assign a shelter or more specifically a range of taxs to the manoeuvre play along so that we git guide the merger and acquisition process.We need answers to several questions How much should we profits for the sucker association, how much is the taper worth, how does this compargon to the current market value of the target companion, and so forth? It should be noted that the valuation process is not intended to test a selling m atomic number 53tary value for the localize partnership. In the end, the price paid is whatever the spoiler and the seller agree to. The valuation decision is treated as a gravid budgeting decision using the Discounted immediate payment hang (DCF) Model. The cause why we use the DCF Model for valuation is because Discounted money Flow captures all of the elements of the esse nce(predicate) to valuation. ? Discounted gold Flow is establish on the concept that investments pay off for value when returns exceed the cost of expectant. ? Discounted specie Flow has support from both research and within the marketplace. The valuation computation includes the pursuance rates 1. Discounting the futurity anticipate switch flows over a forecast flow rate. 2. supplying a conclusion value to brood the goal beyond the forecast period. 3. Adding investment in watch, excess hard currency, and other non-operating assets at their present determine. . Subtracting out the fair market values of debt so that we loafer arrive at the value of integrity. forrader we get into the valuation computation, we need to ask What ar we trying to value? Do we want to assign value to the equity of the target? Do we value the commit Company on a long-term basis or a short-term basis? For example, the valuation of a phoner expected to be liquidated is unalike from th e valuation of a going concern. Most mergers and acquisitions ar directed at getting the equity of the coffin nail Company.However, when you modernise monomania (equity) of the Target Company, you go out asnitty-grittye the outstanding liabilities of the target. This provide increase the purchase price of the Target Company. practice session 1 Determine Purchase value of Target Company Ettco has agreed to acquire 100% ownership (equity) of Fulton for $ 100 one million million million. Fulton has $ 35 million of liabilities outstanding. Amount Paid to Acquire Fulton$ 100 million Outstanding Liabilities sham 35 million extreme Purchase Price$ 135 million Key Point ( Ettco has acquired Fulton based on the assumption that Fultons business leave stick a gelt model set of $ 135 million.For publicly carry ond companies, we keep get some idea of the economic value of a company by looking at the stock market price. The value of the equity plus the value of the debt is t he total market value of the Target Company. recitation 2 meat Market Value of Target Company Referring hold up to Example 1, assume Fulton has 2,500,000 sh ars of stock outstanding. Fultons stock is selling for $ 60. 00 per shargon and the fair market value of Fultons debt is $ 40 million. Market Value of store (2,500,000 x $ 60. 00) $ 150 million Market Value of Debt 40 million Total Market Value of Fulton$ 190 millionA give-and-take of caution about relying on market values within the stock market stocks r arly trade in large blocks interchangeable to merger and acquisition transactions. Consequently, if the publicly traded target has low trading volumes, and then prevailing market prices are not a reliable indicator of value. Income Streams One of the dilemmas within the merger and acquisition process is selection of income streams for force outing. Income streams include Earnings, Earnings Before Interest & Taxes (EBIT), Earnings Before Interest Taxes Depreciation & Am ortization (EBITDA), operating(a) immediate payment Flow, Free Cash Flow, sparing Value Added (EVA), etc.In financial management, we recognize that value occurs when there is a positive gap surrounded by return on invested keen slight cost of capital. Additionally, we recognize that winnings dejection be judgmental, subject to accounting rules and distortions. Valuations need to be rooted in hard numbers. Therefore, valuations tend to focus on hard currency flows, such as operating cash flows and unornamented cash flows over a projected forecast period. Free Cash Flow One of the more reliable cash flows for valuations is Free Cash Flow (FCF). FCF accounts for future investments that moldiness be depict to delay cash flow.Compare this to EBITDA, which ignores any and all future required investments. Consequently, FCF is determineably more reliable than EBITDA and other earnings-based income streams. The basic formula for sharp Free Cash Flow (FCF) is FCF = EBIT (1 t ) + Depreciation detonator Expenditures + or Net Working Capital ( 1 t ) is the later on tax percent, apply to convert EBIT to after taxes. Depreciation is added back since this is a non-cash flow item within EBIT Capital Expenditures represent investments that must be made to replenish assets and generate future revenues and cash flows.Net Working Capital requirements may be knotted when we entertain capital investments. At the end of a capital project, the change to working capital may get reversed. Example 3 Calculation of Free Cash Flow EBIT$ 400 slight Cash Taxes (130) operating(a) Profits after taxes 270 Add Back Depreciation 75 Gross Cash Flow 345 Change in Working Capital 42 Capital Expenditures (270) direct Free Cash Flow 117 Cash from Non operate Assets * 10 Free Cash Flow$ 127 * Investments in Marketable Securities In addition to paying out cash for capital investments, we may find that we hand some fixed obligations.A different approach to cypher Free Cash Flow is FCF = After Tax Operating Tax Cash Flow Interest ( 1 t ) PD RP RD E PD Preferred Stock Dividends RP Expected Redemption of Preferred Stock RD Expected Redemption of Debt E Expenditures required to sustain cash flows Example 4 Calculation of Free Cash Flow The following projections overhear been made for the division 2005 ? Operating Cash Flow after taxes are estimated as $ 190,000 ? Interest payments on debt are expected to be $ 10,000 ? Redemption payments on debt are expected to be $ 40,000 ? New investments are expected to be $ 20,000 The marginal tax rate is expected to be 30% After Tax Operating Cash Flow$ 190,000 less(prenominal) After Tax Depreciation ($10,000 x (1 . 30)) ( 7,000) Debt Redemption Payment (40,000) New Investments (20,000) Free Cash Flow$ 123,000 Discount score Now that we draw some idea of our income stream for valuing the Target Company, we need to determine the discount rate for calculating present values. The discount rate used should ma tch the run a risk associated with the liberal cash flows. If the expected drop by the carriageside cash flows are advancedly uncertain, this increases risk and increases the discount rate.The riskier the investment, the higher the discount rate and immorality versa. Another way of looking at this is to ask yourself What rate of return do investors require for a similar type of investment? Since valuation of the targets equity is often the objective within the valuation process, it is useful to focus our attention on the targeted capital twist of the Target Company. A review of comparable firms in the marketplace can help ascertain targeted capital structures. Based on this capital structure, we can calculate an overall weighted average cost of capital (WACC).The WACC depart serve as our base for discounting the free cash flows of the Target Company. Basic Applications Valuing a target company is more or less an reference of what we know from capital budgeting. If the Net defer Value of the investment is positive, we add value through a merger and acquisition. Example 5 Calculate Net Present Value Shannon Corporation is considering acquiring Dalton Company for $ 100,000 in cash. Daltons cost of capital is 16%. Based on market epitome, a targeted cost of capital for Dalton is 12%. Shannon has estimated that Dalton can generate $ 9,000 of free cash flows over the next 12 classs.Using Net Present Value, should Shannon acquire Dalton? Initial Cash outlay$ (100,000) FCF of $ 9,000 x 6. 1944 * 55,750 Net Present Value $ ( 44,250) * present value factor of annuity at 12%, 12 categorys. Based on NPV, Shannon should not acquire Dalton since there is a negative NPV for this investment. We in addition need to remember that some acquisitions are related to physical assets and some assets may be sold after the merger. Example 6 Calculate Net Present Value Bishop Company has decided to sell its business for a sales price of $ 50,000. Bishops Balance carp enters plane discloses the following Cash$ 3,000 Accounts Receivable 7,000Inventory 12,000 Equipment Dye 115,000 Equipment Cutting 35,000 Equipment Packing 30,000 Total Assets$ 202,000 Liabilities 80,000 right 122,000 Total Liab & Equity$ 202,000 Allman Company is interested in acquiring two assets Dye and Cutting Equipment. Allman intends to sell all remaining assets for $ 35,000. Allman estimates that total future free cash flows from the dye and cutting equipment give be $ 26,000 per year over the next 8 years. The cost of capital is 10% for the associated free cash flows. Ignoring taxes, should Allman acquire Bishop for $ 50,000? Amount Paid to Bishop$ (50,000)Amount Due Creditors (80,000) Less Cash on Hand 3,000 Less Cash from Sale of Assets 35,000 Total Initial Cash Outlay$ (92,000) Present Value of FCFs for 8 years at 10% $ 26,000 x 5. 3349 138,707 Net Present Value (NPV)$ 46,707 Based on NPV, Allman should acquire Bishop for $ 50,000 since there is a positive NPV of $ 46,707. A solid estimation of incremental changes to cash flow is critical to the valuation process. Because of the vari mogul of what can happen in the future, it is useful to run cash flow estimates through sensitivity analysis, using different variables to assess what if type analysis.Probability distributions are used to assign values to various variables. Simulation analysis can be used to evaluate estimates that are more complicated. Valuation Standards Before we get into the valuation calculation, we should recognize valuation standards. Most of us are reasonably sensitive that Generally Accepted accountancy Principles (GAAP) are used as standards to guide the preparation of financial statements. When we calculate the value (appraisal) of a company, there is a set of standards known as kindred Standards of Professional Appraisal Practice or USAAP. USAAPs are stretch forthd by the Appraisals Standards Board.Here are some examples To avoid misuse or misunderstanding when Discounted Cash Flow (DCF) analysis is used in an appraisal assignment to estimate market value, it is the responsibility of the appraiser to ensure that the controlling input is consistent with market separate and prevailing attitudes. Market value DCF analysis should be supported by market derived data, and the assumptions should be both market and property specific. Market value DCF analysis is intended to reflect the expectations and perceptions of market participants along with available factual data.In developing a real property appraisal, an appraiser must (a) be aware of, understand, and correctly employ those recognized methods and techniques that are needful to produce a creditable appraisal (b) not commit a substantial error of neglectfulness or co-omission that fundamentally affects an appraisal (c) not render appraisal services in a careless or negligent manner, such as a series of errors that considered individually may not significantly affect the result of an app raisal, but which when considered in aggregate would be mis principal. Another area that can hold some confusion is the definition of market value.This is particularly historic where the Target Company is private (no market exists). People involved in the valuation process some periods refer to IRS Revenue Ruling 59-60 which defines market value as The price at which the property could change hands betwixt a willing vitiateer and a willing seller when the former is not under any extremity to buy and the latter is not under any compulsion to sell, both parties having reasonable knowledge of relevant facts. A last point about valuation standards concerns professional certification. ii programs directly related to valuations are qualifiedValuation Analyst (CVA) and Accredited in Business Valuations (ABV). The CVA is administered by the National Association of CVAs (www. nacva. com) and the ABV is administered by the American Institute of Certified Public Accountants (AICPA www . aicpa. org). enlisting mountain who carry these professional designations is highly recommended. Chapter 5 The Valuation Process We pay back set the stage for valuing the Target Company. The overall process is centered more or less free cash flows and the Discounted Cash Flow (DCF) Model. We will now focus on the finer points in calculating the valuation.In the book Valuation measure and Managing the Value of Companies, the authors Tom Copland, Tim Koller, and Jack Murrin outline five steps for valuing a company 1. Historical Analysis A detail analysis of past military operation, including a determination of what drives mathematical process. Several financial calculations need to be made, such as free cash flows, return on capital, etc. Ratio analysis and benchmarking are also used to identify trends that will carry forward into the future. 2. Performance Forecast It will be necessary to estimate the future financial performance of the target company.This requires a clear und erstanding of what drives performance and what synergies are expected from the merger. 3. Estimate Cost of Capital We need to determine a weighed average cost of capital for discounting the free cash flows. 4. Estimate Terminal Value We will add a terminal value to our forecast period to account for the era beyond the forecast period. 5. Test & Interpret Results Finally, once the valuation is calculated, the results should be tested against independent sources, revised, finalized, and presented to fourth-year management. Financial Analysis We send-off the valuation process with a complete analysis of historical erformance. The valuation process must be rooted in factual evidence. This historical evidence includes at to the lowest degree the last five years (preferably the last ten years) of financial statements for the Target Company. By analyzing past performance, we can develop a synopsis or evidence about the Target Companys future expected performance. It is also important to gain an understanding of how the Target Company generates and invests its cash flows. One obvious place to start is to assess how the merger will affect earnings. P / E Ratios (price to earnings per share) can be used as a rough indicator for assessing the wedge on earnings.The higher the P / E Ratio of the acquiring firm compared to the target company, the wideer the increase in Earnings per Share (EPS) to the acquiring firm. Dilution of EPS occurs when the P / E Ratio Paid for the target exceeds the P / E Ratio of the acquiring company. The size of the targets earnings is also important the larger the targets earnings are relative to the acquirer, the abundanter the increase to EPS for the combined company. The following examples will illustrate these points. Example 7 Calculate Combined EPS Greer Company has plans to acquire Holt Company by exchanging stock. Greer will issue 1. shares of its stock for each share of Holt. Financial information for the two companies is as f ollows Greer Holt Net Income$ 400,000 $ 100,000 Shares Outstanding 200,000 25,000 Earnings per Share$ 2. 00$ 4. 00 Market Price of Stock$ 40. 00$ 48. 00 Greer expects the P / E Ratio for the combined company to be 15. Combined EPS = ($ 400,000 + $ 100,000) / (200,000 shares + (25,000 x 1. 5)) = $ 500,000 / 237,500 = $ 2. 11 Expected P / E Ratio x 15 Expected Price of Stock$ 31. 65 Before we move to our next example, we should explain exchange ratios.The exchange ratio is the number of shares endureed by the acquiring company in relation to each share of the Target Company. We can calculate the exchange ratio as Price Offered by Acquiring plastered / Market Price of Acquiring Firm Example 8 Determine Dilution of EPS Romer Company will acquire all of the outstanding stock of Dayton Company through an exchange of stock. Romer is offering $ 65. 00 per share for Dayton. Financial information for the two companies is as follows Romer Dayton Net Income$ 50,000 $ 10,000 Shares Outstandin g 5,000 2,000Earnings per Share$ 10. 00$ 5. 00 Market Price of Stock$ 150. 00 P / E Ratio 15 1) Calculate shares to be issued by Romer $ 65 / $ 150 x 2,000 shares = 867 shares to be issued. 2) Calculate Combined EPS ($ 50,000 + $ 10,000) / (5,000 + 867) = $ 10. 23 3) Calculate P / E Ratio Paid Price Offered / EPS of Target or $ 65. 00 / $ 5. 00 = 13 4) Compare P / E Ratio Paid to current P / E Ratio Since 13 is less than the current ratio of 15, there should be no dilution of EPS for the combined company. 5) Calculate maximum price before dilution of EPS 15 = price / $ 5. 0 or $ 75. 00 per share. $ 75. 00 is the maximum price that Romer should pay before EPS are diluted. It is important to note that we do not want to get overly pre-occupied with earnings when it comes to financial analysis. Most of our attention should be directed at drivers of value, such as return on capital. For example, free cash flow and economic value added are much more important drivers of value than EPS and P / E Ratios. Therefore, our financial analysis should determine how does the target company create value does it come from equity, what capital structure is used, etc.?In order to answer these questions, we need to 1. Calculate value drivers, such as free cash flow. 2. Analyze the results, looking for trends and comparing the results to other companies. 3. Looking back historically in order to ascertain a normal direct of performance. 4. Analyzing the details to uncover how the Target Company creates value and noting what changes deplete taken place. Value Drivers Three core financial drivers of value are 1. Return on Invested Capital (NOPAT / Invested Capital) 2. Free Cash Flows 3. Economic Value Added (NOPAT Cost of Capital) NOPAT Net Operating Profits After TaxesA value driver can represent any variable that affects the value of the company, ranging from great customer service to progressive products. Once we have identified these value drivers, we gain a solid understand ing about how the company functions. The recognize is to have these value drivers fit between the Target Company and the Acquiring Company. When we have a good fit or alignment, management will have the ability to enamour these drivers and generate higher values. In the book Valuation step and Managing the Value of Companies, the authors break down value drivers into three categoriesType of Value DriverManagements cleverness to Influence Level 1 GenericLow Level 2 Business UnitsModerate Level 3 OperatingHigh For example, sales revenue is a generic value driver (level 1), customer mix would be a business unit value driver (level 2), and customers retained would be an operating value driver (level 3). Since value drivers are inter-related and since management will have more influence over level 3 drivers, the find out is to ascertain if the merger will give management more or less influence over the operating value driver.If yes, then a merger and acquisition could organise t o revenue or expense synergies. Be cognizant that you should not work in reverse order i. e. from level 1 down to level 3. For example, an increase in sales pricing will add more value to level 1, but in the long-run you will hurt customers retained (level 3) and thus, you may end-up destroying value. Once we have identified value drivers, we can develop a strategical view of the Target Company. This strategic view along with drivers of value must be considered in making a performance forecast of the Target Company. We want to know how will the Target Company perform in the future.In order to answer this question, we must have a clear understanding of the advantages that the Target Company has in relation to the competition. These competitive advantages can include things like customer mix, brand names, market share, business processes, barriers to competition, etc. An understanding of competitive advantages will give us insights into future expected process for the Target Compan y. Forecasting Performance Now that we have some insights into future proceeds, we can develop a set of performance scenarios. Since no-one can accurately predict the future, we should develop at least three performance scenarios . Conservative Scenario approaching reaping will be slow and decline over time. 2. General Industry Scenario Continued moderate growth similar to the overall industry. 3. Improved product Scenario Management has the ability to influence level 1 value drivers and we can expect higher up average growth. Keep in mind that performance scenarios have a lot of assumptions and many of these assumptions are based on things like future competition, modern technologies, changes in the economy, changes in consumer behavior, etc. The end-result is to arrive at a about likely value between the different scenarios.Example 9 Overall Value per Three Scenarios You have calculated three Net Present Values (NPV) over a 12 year forecast period. Based on your analysis o f value drivers, strategies, competition, and other variables, you have assigned the following values to each scenario ScenarioProbability xNet Present Value =Expected Value Conservative 20% $ 180,000$ 36,000 Normal 65% 460,000 299,000 M & A Growth 15% 590,000 88,500 Overall Value of Target Company$ 423,500 The Valuation Model should include a complete set of forecasted financial statements.Usually a set of forecasted financial statements will start with the gross revenue Forecast since sales is a driver behind many account balances. A good sales forecast will reflect future expected changes in sales prices, volumes, and other variables. NOTE For more information about preparing forecasted financial statements, refer to Short Course 2 Financial Planning & Forecasting. Two important points when preparing your forecast are Historical Perspective Make sure the pieces of your forecast fit together and flow from historical performance. Historical values are precise important for predic ting the future.You can gain an historical perspective by simply plotting financial trends (see Example 10). Forecast Period Your forecast period should cover a long enough period for the target company to reach a lasting and consistent performance level. For example, a company has reached a stable point when it can earn a eonian rate of return on capital for an indefinite period and the company has the ability to reinvest a constant proportion of earnings back into the business. Rarely is the forecast period less than seven years. When in doubt, use a longer forecast than a shorter forecast.The final step in forecasting the financials is to estimate the value drivers and verify the value drivers against historical facts. As we indicated, three core drivers are return on capital, free cash flow, and economic value added. Make sure you test your results are key drivers consistent with what has happened in the past, what are the trends for future growth, what are the competitive tre nds, how will this impact performance, etc.? Example 10 Plotting Historical Trends to help with preparing forecasted financial statements 1990 1991 1992 1993 1994 OperationsGrowth in Revenues 14% 12% 11% 11% 10% Growth in Margins 7% 7% 6% 5% 5% Working Capital Cash 2% 2% 2% 3% 3% Accts Rec 12% 13% 13% 13% 14% Accts Payable 4% 4% 5% 5% 5% Investments Assets to Sales 30% 31% 28% 29% 28% Return on Capital 14% 12% 13% 13% 12% When we have completed the Valuation Model, we will have a set of forecasted financial statements supporting each of our scenarios Forecasted Income Statement 3 Scenarios ? Forecasted Balance Sheet 3 Scenarios ? Forecasted Free Cash Flows 3 Scenarios ? Forecasted Return on Capital 3 Scenarios ? Forecasted Performance Ratios 3 Scenarios Example 11 Forecasted Income Statement for Scenario 2 Moderate ($ million) 2001 2002 2003 2004 2005 2006 2007 Revenues $ 6. 50$ 6. 70 $ 6. 85 $6. 95 $7. 05 $7. 09 $7. 12 Less Operating 3. 20 3. 30 3. 41 3. 53 3. 65 3. 72 3. 7 8 Less Depreciation . 56 . 54 . 2 . 85 . 80 . 77 . 72 EBIT 2. 74 2. 86 2. 92 2. 57 2. 60 2. 60 2. 62 Less Interest . 405 . 380 . 365 . 450 . 440 . 410 . 390 Earnings Before Tax 2. 335 2. 480 2. 555 2. 12 2. 16 2. 19 2. 23 Less Taxes . 780 . 810 . 870 . 650 . 660 . 71 . 73 Net Income 1. 555 1. 670 1. 685 1. 470 1. 500 1. 48 1. 50 Terminal determine It is quite possible that free cash flows will be generated well beyond our forecast period.Therefore, many valuations will add a terminal value to the valuation forecast. The terminal value represents the total present value that we will receive after the forecast period. Example 12 Adding Terminal Value to Valuation Forecast Net Present Value for forecast period (Example 9) $ 423,500 Terminal Value for beyond forecast period 183,600 Total NPV of Target Company$ 607,100 There are several approaches to calculating the terminal value Dividend Growth Simply take the free cash flow in the final year of the forecast, add a nominal growth rat e to this flow and discount the free cash flow as a perpetuity.Terminal value is calculated as Terminal Value = FCF ( t + 1 ) / wacc g ( t + 1 ) refers to the first year beyond the forecast period wacc weighted average cost of capital g growth rate, usually a very nominal rate similar to the overall economy It should be noted that FCF used for calculating terminal values is a normalized free cash flow (FCF) representative of the forecast period. Example 13 Calculate Terminal Value Using Dividend Growth You have prepared a forecast for ten years and the normalized free cash flow is $ 45,000. The growth rate expected after the forecast period is 3%.The wacc for the Target Company is 12%. ($ 45,000 x 1. 03) / (. 12 . 03) = $ 46,350 / . 09 = $ 515,000 If we wanted to exclude the growth rate in Example 13, we would calculate terminal value as $ 46,350 / . 12 = $ 386,250. This gives us a much more conservative estimate. Adjusted Growth Growth is included to the extent that we can gener ate returns higher than our cost of capital. As a company grows, you must reinvest back into the business and thus free cash flows will fall. Therefore, the Adjusted Growth approach is one of the more appropriate models for calculating terminal values.Terminal Value = EBIT ( 1 tr) ( 1 g / r ) / wacc g tr tax rateg growth rater rate of return on radical investments Example 14 Calculate Terminal Value Using Adjusted Growth Normalized EBIT is $ 60,000 and the expected normal tax rate is 30%. The overall long-term growth rate is 3% and the weighted average cost of capital is 12%. We expect to obtain a rate of return on new investments of 15%. $ 61,800 ( 1 . 30 ) ( 1 . 03 / . 15 ) / (. 12 . 03) = $ 43,260 ( . 80 ) / . 09 = $ 384,533 If we use Free Cash Flows, we would have the following type of calculationEarnings Before Interest Taxes (EBIT)$ 60,000 Remove taxes (1 tr ) x . 70 Operating Income After Taxes 42,000 Depreciation (non cash item) 12,000 Less Capital Expenditures ( 9, 000) Less Changes to Working Capital ( 1,000) Free Cash Flow 44,000 Growth Rate 3% x 1. 03 Free Cash Flow ( t + 1 ) 45,320 Adjust Growth Return on Capital x . 80 Adjusted FCF ( t + 1 ) 36,256 Divided by wacc g or . 12 . 03 . 09 Terminal Value$ 402,844 EVA Approach If your valuation is based on economic value added (EVA), then you should extend this concept to your terminal value calculationTerminal Value = NOPAT ( t + 1 ) x ( 1 g / rc ) / wacc g NOPAT Net Operating Profits After Taxesrc return on invested capital Terminal values should be calculated using the comparable basic model you used within the forecast period. You should not use P / E multiples to calculate terminal values since the price paid for a target company is not derived from earnings, but from free cash flows or EVA. Finally, terminal values are appropriate when two conditions exist 1. The Target Company has consistent profitability and turnover of capital for generating a constant return on capital. . The Ta rget Company is able to reinvest a constant level of cash flow because of consistency in growth. If these two criteria do not exist, you may need to consider a more conservative approach to calculating terminal value or simply exclude the terminal value altogether. Example 15 Summarize Valuation Calculation Based on Expected Values under Three Scenarios Present Value of FCFs for 10 year forecast period$ 62,500 Terminal Value based on Perpetuity 87,200 Present Value of Non Operating Assets 8,600 Total Value of Target Company 158,300Less Outstanding Debt at Fair Market Value Short-Term Notes Payable ( 6,850) Long-Term Bonds (25 year Grade BB) ( 26,450) Long-Term Bonds (10 year Grade AAA) ( 31,900) Long-Term Bonds ( 5 year Grade BBB) ( 22,700) Present Value of Lease Obligations ( 17,880) Total Value Assigned to Equity 52,520 Outstanding Shares of Stock 7,000 Value per Share ($ 52,520 / 7,000)$ 7. 50 Example 16 Calculate Value per Share You have completed the following forecast of fre e cash flows for an eight year period, capturing the normal business cycle of Arbor Company Year FCF 2001$ 1,550 002 1,573 2003. 1,598 2004. 1,626 2005. 1,656 2006. 1,680 2007. 1,703 2008. 1,725 Arbor has non-operating assets of $ 150. These assets have an estimated present value of $ 500. Based on the present value of future payments, the present value of debt is $ 2,800. Terminal value is calculated using the dividend growth model. A nominal growth rate of 2% will be used. Arbors targeted cost of capital is 14%. Arbor has 3,000 shares of stock outstanding. What is Arbors Value per Share? Year FCF x P. V. 14%Present Value 2001$ 1,550. 8772$ 1,360 2002 1,573. 7695 1,210 003. 1,598. 6750 1,079 2004. 1,626. 5921 963 2005. 1,656. 5194 860 2006. 1,680. 4556 765 2007. 1,703. 3996 681 2008. 1,725. 3506 605 Total Present Value for Forecast Period $ 7,523 Terminal Value = ($ 1,725 x 1. 02) / (. 14 . 02) = 14,663 Value of Non Operating Assets 500 Total Value of Arbor 22,686 Less Value of D ebt( 2,800) Value of Equity 19,886 Shares Outstanding 3,000 Value per Share$ 6. 63 redundant Problems Before we leave valuations, we should note some circumscribed problems that can influence the valuation calculation.Private Companies When valuing a private company, there is no marketplace for the private company. This can make comparisons and other analysis very difficult. Additionally, complete historical information may not be available. Consequently, it is common practice to add to the discount rate when valuing a private company since there is much more uncertainty and risk. Foreign Companies If the target company is a foreign company, you will need to consider several spare variables, including translation of foreign currencies, differences in regulations and taxes, privation of good information, and political risk.Your forecast should be consistent with the inflation rates in the foreign country. Also, look for hidden assets since foreign assets can have significant diff erences between book values and market values. Complete Control If the target company agrees to relinquish complete and total control over to the acquiring firm, this can increase the value of the target. The value assigned to control is expressed as CV = C + M CV Controlling Value C level surpass price the buyer is willing to pay for control of the target company M Minority Value or the present value of cash flows to nonage shareholders.If the merger is not expected to result in enhanced values (synergies), then the acquiring firm cannot justify paying a price above the minority value. Minority value is sometimes referred to as stand-alone value. Chapter 6 Post Merger Integration We have now reached the fifth and final frame within the merger and acquisition process, integration of the two companies. Up to this point, the process has concentrate on putting a deal together. Now comes the hard part, making the merger and acquisition work. If we did a good job with due diligence, we should have the foundation for post merger integration.However, despite due diligence, we will need to consultation a multitude of issues, such as ? Finalizing a common schema for the new organization. We need to be careful not to impose one strategy onto the other company since it may not fit. ? Consolidating duplicative services, such as human imaginations, finance, legal, etc. ? Consolidating earnings plans, unified policies, and other operating procedures. ? Deciding on what level of integration should take place. ? Deciding on who will govern the new organization, what authority people will have, etc.It is ironic that in many cases, senior management is actively involved in putting the merger together, but once everything has been finalized, the job of integrating the two companies is dumped on centre level management. Therefore, one of the first things that should happen within post merger integration is for senior management to ? Develop an overall plan for integratin g the two companies, including a time frame since synergism values need to be recovered quickly. If synergy values are dependent upon the targets customers, markets, assets, etc. , then a fast integration process should be planned.If expected synergies come from strategies and intellectual capital of the target, a more cautious approach to integration may be appropriate. ? Directing and head the integration process, establishing governance, and assigning project managers to integration projects. ? Leading change through great communication, bringing people together, resolving issues before they magnify, establishing expectations, etc. Once the two companies announce their merger, an entire set of dynamics goes into motion. Uncertainty and change suddenly impact both companies. Several issues need to be managed to prevent the escape of synergy values.Managing the Process The integration of two companies is managed within a single, centralized structure in order to edit duplication and minimize confusion. A centralized structure is also needed to pull everything together since the integration process tends to create a lot of divergent forces. A Senior Project Team will be responsible for managing post merger integration (PMI). This includes things like coordination of projects, assigning labor, providing support, etc. As previously indicated, it is important for both senior management and heart management to share in the integration processSenior ManagementSenior Project Team Cultural & Social IntegrationFunctional Integration Strategic Fit between the CompaniesSelection of trump out Practices Communication specify up Task Forces Identify Critical Issues Problem Solving The Senior Project Team will consist of representatives from both companies, covering several working(a) areas (human resources, marketing, operations, finance, etc. ). Team members should have a very strong understanding of the business since they are trying to capture synergy values thro ughout PMI.Special task forces will be established by the Senior Project Team to integrate various functions (finance, information technology, human resources, etc. ). Task forces are also used to address specific issues, such as customer retention, non-disruption of operations, retention of key effect, etc. Task forces can create sub-teams to split an issue by geographic area, product line, etc. All of these teams must have a clear understanding of the reasons behind the merger since it is everybodys job to capture synergies.There is no way senior management can fully identify all of the expected synergies from a merger and acquisition. It is not unusual for some task forces to begin meeting before the merger is announced. If integration begins before announcement of the merger, team members will have to act in a confidential manner, physical exertion care on who they share information with. The best approach is to act as though a merger will not take place. Example 17 Timeline leading up to Post Merger Integration (PMI) June 21, 1998 Officers from both companies plan post merger integration.July 17, 1998 Orientation meeting for key management personnel from both companies. July 30, 1998 Project Managers are assigned to Task Forces. August 16, 1998 Launch Task Forces. August 27, 1998 Critical Issues are identified by Task Forces. Set goals and time frames. October 26, 1998 Task Force develops detail plan for PMI. October 30, 1998 Reach consensus on final plan. November 6, 1998 Officers from both companies approve detail integration plans. November 11, 1998 Operating (action steps) are adumbrate for implementing the PMI Plan. January 17, 1999 Begin Post Merger IntegrationExample 18 Outline for Post Merger Integration (PMI) by Senior Task Force or Senior Project Team 1. Assess current situation where do we stand? 2. Collect information and identify critical issues for integration. 3. Develop plans to resolve critical issues. 4. Obtain consensus and agree on PMI Plan. 5. Train personnel, prepare for integration, work out logistics, map out the process, etc. 6. Implement PMI Plan conduct meetings, setup teams, endure direction, make key decisions, etc. 7. Revise the PMI Plan measure and monitor progress, make adjustments, issue progress reports to executive management, etc. . Delegate Move the integration process down into lower levels of the organization, allow staff personnel to control certain integration decisions, etc. 9. Complete Move aggressively into full integration, devise and communicate progress until integration is complete. Decision Making Post merger integration (PMI) will require very quick decision-making. This is due in part to the fact that fast integrations work better than slow integrations. The new organization has to be established quickly so people can get back to servicing customers, designing products, etc.The more time people spend thinking about the merger, the less likely they will perform at high le vels. some(prenominal) decisions within PMI will be difficult, such as establishing the new organizational structure, re-assigning personnel, selling-off assets, etc. However, it is necessary to get these decisions behind you as quickly as possible since the synergy meter is running. In addition, failure to act will leave the impression of indecisiveness and inability to manage PMI. In order to make decisions, it is necessary to define roles people need to know who is in charge.People who are responsible for integration should be highly skilled in arrange projects, leading people, and thinking on their feet while staying focused on the strategies behind the merger and acquisition. People Issues Productivity and performance will usually drop once a merger is announced. The reason is simple people are concerned about what will happen. In the book The Complete Guide to Mergers and Acquisitions, the authors note that at least 360,000 hours of lost productivity can be lost during an ac quisition of just a thousand person operation. Quick and open communication is natural for managing people issues.Constant communication is required for addressing the rumors and questions that arise within PMI. People must know what is going on if they are expected to remain focused on their jobs. Communication should be deep and broad, reaching out to as many people as possible. Face to face communication works best since there is an opportunity for feedback. Even cursory communication is better than no communication at all. Get all the facts out. Give people the rationale for change, position it out in the clearest, most dramatic terms. When everybody gets the same facts, theyll generally come to the same conclusion.Only after everyone agrees on the reality and resistance is lowered can you get buy-in to the needed changes. Jack Welch, CEO, General Electric It is also a good idea to train people in change management. Most people will lack the knowledge and skills required fo r PMI. Immediately after the merger is announced, key personnel should receive training in how to manage change and make quick decisions. People must feel competent about their abilities to pull off the integration. Managing Resistance The failure to manage resistance is a major reason for failed mergers. Resistance is natural and not necessarily indicative of something wrong.However, it cannot be ignored. Four important tools for managing resistance are Communicate As we just indicated, you have to make sure people know what is going on if you expect to minimize resistance. Rumors should not be the main form of communication. The following quote from a middle level manager at a meeting with executive management says it all How can I tell my people what needs to be make to integrate the two companies, when I have heard nothing about what is going on. Training As we just noted, people must possess the necessary skills to manage PMI.Investing in people through training can help achi eve buy-in and thus, lower resistance. Involvement Resistance can be cut down by including people in the decision making process. Active engagement can also help identify problem areas. Alignment One way to buffer against resistance is to align yourself with those people who have accepted the merger. Ultimately, it will be the non-resistors who bring about the integration. Do not waste excessive resources on detractors they will never come around. Closing the Cultural Gap One of the biggest challenges within PMI is to close the cultural divide between the two companies.Cultural differences should have been identified within Phase II Due Diligence. One way of closing the cultural gap is to invent a third, new corporate burnish as opposed to forcing one culture onto another company. A re-design approach can include ? Reducing the number of rules and policies that control people. In todays empowered world, it has become important to unleash the human capacities within the organizatio n. ? Create a set of corporate policies centered around the strategic goals and objectives of the new organization. ? Implement new innovative approaches to human resource management, such as the 360-degree evaluation. Eliminate various forms of communication that continue with the old way of doing things. ? Re-enforce the new ways with incentive programs, rewards, recognition, special events, etc. Specific Areas of Integration As we move forward with the integration process, a new organizational structure will unfold. There will be new reporting structures based on the needs of the new company. Structures are built around workflows. For best results, collaboration should take place between the two companies smorgasbord people, combining offices, sharing facilities, etc. This collaboration helps pull the new organization together.As noted earlier, a centralized organization will experience less difficulty with PMI than a decentralized organization. Collaboration is also enhanced wh en there are ? shared Goals The more common the goals and objectives of the two companies, the easier it is to integrate the two companies. ? Shared Cultures The more common the cultures of the two companies, the easier the integration. ? Shared Services The closer both companys can come to developing a set of shared services (human resource management, finance, etc. ), the more likely synergies can be realized through elimination of duplicative services.Many functional areas will have to be integrated. Each will have its own integration plan, led by a Task Force. Two areas of concern are compensation and technologies. Compensation Plans It is important to make compensation plans between the two companies as uniform as possible. Failure to close the compensation gap can lead to division within the workforce. Compensation plans should be knowing based on a balance between past practices and future needs of the company. Since lost productivity is a major issue, compensation based on performance should be a major focus.Technologies When deciding which information remains to keep between the two companies, make sure you ask yourself the following questions ? Do we really need this information? ? Is the information timely? ? Is the information accurate? ? Is the information accessible? One of the misconceptions that may emerge is to retain the most current, leading-edge technology. This may be a mistake since older legacy systems may be well tested and reliable for future needs of the organization. If both systems between the two companies are outdated, a whole new system may be required. Retaining Key PersonnelMergers often result in the loss of key ( innate) personnel. Since synergies are highly dependent upon quality personnel, it will be important to take steps for retaining the high performers of the Target Company. The first step is to identify key personnel. Ask yourself, if these people were to leave, what impact would it have on the company? For exam ple, suppose a Marketing Manager decided to resign, resulting in the loss of critical customers. otherwise people may be critical to strategic thinking and innovation. Once you have a list of key personnel, the next step is to determine what motivates essential personnel.some(a) people are motivated by their work while others are interested in climbing the corporate ladder. Retention programs are designed around these motivating factors. The third step is to implement your retention programs. Personally communicate with key personnel let them know what their position will be in the new company. If compensation is a motivating factor, offer key personnel a stay bonus. If people are motivated by line of achievement advancement, invite them to important management meetings and have them participate in decision making.Dont forget to reinforce retention by recognizing the contributions made by key personnel. It is also a good idea to recruit key personnel just as if you would recruit a ny other key management position. This solidifies the retention process. Finally, you will need to evaluate and modify retention programs. For example, if key people continue to resign, then conduct an exit interview and find out why they are leaving. Use this information to change your retention programs otherwise, more people will be defecting. Retaining Customers Mergers will obviously create some disruptions.One area where disruptions must be minimized is customer service. Once a merger is announced, communicate to your customers, informing them that products and services will not deteriorate due to the merger. Additionally, employees directly involved with customer service cannot be distracted by the merger. If customers are expected to defect, consider offering special deals and programs to reinforce customer retention. As a minimum, consider setting up a customer hotline to answer questions. Finally, do not forget to communicate with vendors, suppliers, and others involved in the value chain.They too are your customers. Measuring PMI The last area we want to touch on is measurement of post merger integration (PMI). Results of the integration process need to be captured and measured so that you can identify problem areas and make corrections. For example, are we able to retain key personnel? How effective is our communication? We need answers to these types of questions if we expect success in PMI. One way of ensuring feedback is to retain the current measurement systems that are in place especially those involved with critical areas like customer service and financial reporting.Day to day operations will need to be monitored for sudden changes in customer complaints, return merchandise, cancelled orders, production stoppages, etc. New measurements for PMI will have to be simple and easy to deploy since there is little time for formal design. For example, in one case the PMI relied on a meshwork site log to capture critical data, identify synergy projec ts, and report PMI progress. On-line survey forms were used to solicit input and identify problem areas. A clean and simple approach works best. A measurement system starts with a list of critical success factors (CSF) related to PMI.These CSFs will reflect the strategic outcomes associated with the merger. For example, combining two overlapping business units might represent a CSF for a merger. From these CSFs, we can develop key performance indicators. Collectively, a complete system known as the Balanced Scorecard can be used to monitor PMI. Process leaders are assigned to each perspective within the scorecard, collecting the necessary data for measurement. Example 19 Balanced Scorecard for Post Merger Integration (PMI) PerspectiveKey Performance Indicator Customers- Retention of Existing Customers cogency in Delivering Services Financial- Synergy Components Captured to Date - Timely Financial Reporting - Timely Cash Flow Management Operational- Completion of Systems Analysis - Reassignments to all Operating Units - Resources Allocated for Workloads Human Resource- Percentage of Personnel Defections - Change Management Training - Communication Feedbacks Organizational- Cultural Gaps between companys - Number of Critical Processes Defined - Lower level troth in integration Chapter 7anti-Takeover Defenses Throughout this entire short course (parts 1 & 2), we have focused our attention on making the merger and acquisition process work. In this final chapter, we will do just the opposite we will look at ways of discouraging the merger and acquisition process. If a company is concerned about being acquired by another company, several anti-takeover defenses can be implemented. As a minimum, most companies concerned about takeovers will closely monitor the trading of their stock for large volume changes. Poison Pills One of the most popular anti-takeover defenses is the poison pill.Poison pills represent rights or options issued to shareholders and bondholders . These rights trade in conjunction with other securities and they usually have an expiration date. When a merger occurs, the rights are detached from the security and exercised, giving the holder an opportunity to buy more securities at a deep discount. For example, stock rights are issued to shareholders, giving them an opportunity to buy stock in the acquiring company at an extremely low price. The rights cannot be exercised unless a tender offer of 20% or more is made by another company. This type of issue is designed to reduce the value of the Target Company.Flip-over rights provide for purchase of the Acquiring Company while flip-in rights give the shareholder the right to acquire more stock in the Target Company. Put options are used with bondholders, allowing them to sell-off bonds in the event that an unfriendly takeover occurs. By selling off the bonds, large principal payments come due and this lowers the value of the Target Company. Golden Parachutes Another popular ant i-takeover defense is the Golden Parachute. Golden parachutes are large compensation payments to executive management, payable if they depart unexpectedly. Lump sum payments are made upon termination of employment.The amount of compensation is usually based on annual compensation and years of service. Golden parachutes are narrowly utilize to only the most elite executives and thus, they are sometimes viewed negatively by shareholders and others. In relation to other types of takeover defenses, golden parachutes are not very effective. Changes to the Corporate Charter If management can obtain shareholder approval, several changes can be made to the Corporate Charter for discouraging mergers. These changes include Staggered foothold for Board Members Only a few board members are elected each year.When an acquiring firm gains control of the Target Company, important decisions are more difficult since the acquirer lacks full board membership. A staggered board usually provides that o ne-third are elected each year for a 3 year term. Since acquiring firms often gain control directly from shareholders, staggered boards are not a major anti-takeover defense. Super-majority Requirement Typically, simple majorities of shareholders are required for various actions. However, the corporate charter can be amended, requiring that a super-majority (such as 80%) is required for approval of a merger.Usually an escape clause is added to the charter, not requiring a super-majority for mergers that have been approved by the Board of Directors. In cases where a partial tender offer has been made, the super-majority requirement can discourage the merger. Fair Pricing Provision In the event that a partial tender offer is made, the charter can require that minority shareholders receive a fair price for their stock. Since many states have adopted fair pricing laws, inclusion of a fair pricing provision in the corporate charter may be a believe point.However, in the case of a two-ti ered offer where there is no fair pricing law, the acquiring firm will be forced to pay a blended price for the stock. Dual Capitalization Instead of having one class of equity stock, the company has a dual equity structure. One class of stock, held by management, will have much stronger voting rights than the other publicly traded stock. Since management holds superior voting power, management has increased control over the company. A word of caution The SEC no longer allows dual capitalizations although existing plans can remain in effect. RecapitalizationsOne way for a company to avoid a merger is to make a major change in its capital structure. For example, the company can issue large volumes of debt and initiate a self-offer or buy back of its own stock. If the company undertakes to buy-back all of its stock, it can go private through a leveraged buy out (LBO). However, leveraged recapitalizations require stable earnings and cash flows for servicing the high debt loads. And th e company should not have plans for major capital investments in the near future. Therefore, leveraged recaps should stand on their own merits and offer additional values to shareholders.Maintaining high debt levels can make it more difficult for the acquiring company since a low debt level allows the acquiring company to borrow easily against the assets of the Target Company. Instead of issuing more debt, the Target Company can issue more stock. In many cases, the Target Company will have a friendly investor known as a albumin squire which seeks a quality investment and does not seek control of the Target Company. Once the additional shares have been issued to the white squire, it now takes more shares to obtain control over the Target Company.Finally, the Target Company can do things to boost valuations, such as stock buy-backs and spinning off parts of the company. In some cases, the target company may want to consider liquidation, selling-off assets and paying out a liquidating dividend to shareholders. It is important to emphasize that all restructurings should be directed at increasing shareholder value and not at trying to stop a merger. Other Anti Takeover Defenses Finally, if an unfriendly takeover does occur, the company does have some defenses to discourage the proposed merger 1.Stand Still Agreement The acquiring company and the target company can reach agreement whereby the acquiring company ceases to acquire stock in the target for a specified period of time. This stand still period gives the Target Company time to explore its options. However, most stand still agreements will require compensation to the acquiring firm since the acquirer is running the risk of losing synergy values. 2. Green Mail If the acquirer is an investor or group of investors, it might be possible to buy back their stock at a special offering price.The two parties hold private negotiations and settle for a price. However, this type of targeted repurchase of stock runs cont rary to fair and equal treatment for all shareholders. Therefore, one thousand mail is not a widely accepted anti-takeover defense. 3. White Knight If the target company wants to avoid a hostile merger, one option is to seek out another company for a more suitable merger. Usually, the Target Company will enlist the services of an investment banker to locate a white knight. The White Knight Company comes in and rescues the Target Company from the hostile takeover attempt.In order to stop the hostile merger, the White Knight will pay a price more favorable than the price offered by the hostile bidder. 4. Litigation One of the more common approaches to stopping a merger is to legally challenge the merger. The Target Company will seek an injunction to stop the takeover from proceeding. This gives the target company time to mount a defense. For example, the Target Company will routinely challenge the acquiring company as failing to give proper notice of the merger and failing to disclo se all relevant information to shareholders. 5.Pac Man Defense As a last resort, the target company can make a tender offer to acquire the stock of the hostile bidder. This is a very extreme type of anti-takeover defense and usually signals desperation. One very important issue about anti-takeover defenses is valuations. Many anti-takeover defenses (such as poison pills, golden parachutes, etc. ) have a tendency to protect management as opposed to the shareholder. Consequently, companies with anti-takeover defenses usually have less crest potential with valuations as opposed to companies that lack anti-takeover defenses.Additionally, most studies show that anti-takeover defenses are not successful in preventing mergers. They simply add to the premiums that acquiring companies must pay for target companies. Proxy Fights One last point to make about changes in ownership concerns the fact that shareholders can sometimes initiate a takeover attempt. Since shareholders have voting right s, they can attempt to make changes within a company. Proxy fights usually attempt to remove management by filling new positions within the Board of Directors. The insurgent shareholder(s) will cast votes to replace the current board.Proxy fights begin when shareholders request a change in the board. The next step is to solicit all shareholders and allow them to vote by substitute. Shareholders will send in a card to a designated collector (usually a broker) where votes are tallied. Some important factors that will influence the success of a proxy fight are 1. The degree of support for management from shareholders not directly involved in the proxy fight. If other shareholders are satisfied with management, then a proxy fight will be difficult. 2. The historical performance of the company.If the company is starting to fail, then shareholders will be much more receptive to a change in management. 3. A specific plan to turn the company around. If the shareholders who are leading the proxy fight have a plan for improving performance and increasing shareholder value, then other shareholders will probably support the proxy fight. Proxy fights are less costly than tender offers in changing control within a company. However, most proxy fights fail to remove management. The upper side of a proxy fight is that it usually brings about a boost in shareholder value since management is forced to act on piteous performance.It is worth noting that proxy fights are sometimes led by former managers with the Target Company who recognize what needs to be done to turn the company around. In any event, studies clearly show that changes in management are much more likely to occur externally (tender offers) as opposed to internally (proxy fights). Course Summary A merger is like a marriage the two partners must be compatible. Each side should add value so that together the two are much stronger. Unfortunately, many mergers fail to work. Overpaying for the acquisition is a common mistake because of an incomplete valuation model.Therefore, it is essential to develop a complete valuation model, including analysis under different scenarios with recognition of value drivers. A good starting point for determining value is to extend the Discounted Cash Flow Model since it corresponds well to market values. Core value drivers (such as free cash flows) should be emphasized over traditional type earnings (such as EBITDA). Some key points to remember in the valuation process include 1. Most valuations will focus on valuing the equity of the Target Company. 2. The discount rate used should match-up with the associated risk of cash flows. . The forecast should focus on long-term cash flows over a period of time that captures a normal operating cycle for the company. 4. The forecast should be realistic by fitting with historical facts. 5. A comprehensive model is required based on an understanding of what drives value for the company. 6. The final forecast should be tes ted against independent sources. If pre merger phases are complete, we can move forward to integrate the two companies. This will require the conversion of information systems, combining of workforces, and other projects.Many failures can be traced to people problems, such as cultural differences between the companies, which can lead to resistance. Additionally, if you fail to retain key personnel, the integration process will be much more difficult. The best defense against personnel defections is to have a great place to work. If the company has a bad reputation as an employer, then defections will surely occur. Some of the risk factors associated with post merger integration are 1. What level of integration do we implement? 2. What can we do to retain key personnel? 3. How serious are the cultural differences between the companies? . What kinds of conflicts and competition can we expect during integration? 5. To what extent do the people of both companys understand the merger? 6. Who will govern and control the new company? Success with post merger integration is improved when 1. The two companies have a history of effective planning and strategizing. 2. The two companies have a history of successful change management. 3. The merger will improve the strategies

Friday, May 24, 2019

Earliest Form of Buddhist Education to Be Found In Vietnam

Buddhism prefaceed Vietnam during the beginning of first century CE. By the second century Buddhist visited a central region in Vietnam k without de rangen as the Luy-Lau centre. This centre is now in the Bac-Ninh province. Luy-Lau was the capital of Vietnam and this is the reason it was an important place for the Buddhists to visit. On their way to china monastics stopped at this central region and taught deal about Buddhism. M whatever pedagogicss were translated in this central region such as Mahayana sutras and the Agamas. These were translated into Chinese as Vietnamese culture and religion is influenced a cud by the Chinese culture .Vietnam is influenced by Chinese culture because Vietnam was occupied by Chinese during the 111 BCE and 939 CE . GEOGRAPHICAL LOCATION OF VIETNAM Vietnam has Cambodia and Laos to the west and Chinese colossus, Pacific Ocean, gulf of Thailand and Burma to the east and south. The eastern most part of Vietnam reaches India. The coastline is almos t 2,500 kilometers. This coastline pass arounds from Mong-Cay, which is in the north to Cambodia. In early days Vietnam was the region between India and chinaware which is actually a peninsula. This was configurati singlerly known as Funan and Campa.Being so near the 2 most densely populated countries, Vietnam had a administer of influence from their culture, politic and religion . Buddhist INFLUENCE Vietnamese are real religious. They practice quite a number of religions like, Buddhism, Christianity, Taoism etc. Buddhism first came in compass north Vietnam . It was then known as Giao-Chi. These were Indian or Chinese Buddhists who came here from either land or sea routes and started influencing concourse. Giao-Chi became the centre of eachthing by the end of second century as the Indian merchants started doing trade there, and with them they brought monks too.Buddhism was very influential at that time, as we coffin nail see that these traders brought monks with them bec ause they were called the calmer of the sea . These monks were priests who after started preaching their religion in Vietnam. It became easier for them, because Giao-Ching was the central place where every traders and foreign travelers, Chinese and Indians met. Moreover the merchants rested here also if they were travelling between India and china. Thus monks and priests had one central place to preach their religion. They started missionary activities and as a result monasteries were built.This was the first time that monasteries were built in Vietnam during the reign of Si-Nhiep. The very first few monasteries were built in a province of northeasterly Vietnam which is now known as Ha-Bac. This was formerly known as Luy-Lau, as mentioned in the Introduction that it was the centre of missionary activities . THE FIRST BUDDHISTS IN VIETNAM The earliest form of Buddhist education was found to be given by a Taoist who later became a Buddhist. Before him, it is said, that several missi onaries from chinaware came to preach Buddhism . During the chemical formula of Si-Nhiep, devil monks named Ma Ha Ky Vuc and Khau Da La came to Vietnam.These were Indian monks. Tu-Dinh from Khmer kingdom requested them to stay there in Vietnam. The second monk however refused and went subscribe where as Ma Ha Ky Vuc stayed. Tu-Dinh was a very religious man himself and used to fast for several days. This he said helped purify his body and soul. These two were the first monks to reach Giao-Chi. afterwards them a Chinese Buddhist preacher named Mau-Bac came to Giao-Chi. During the time when Mau-Bac came to Giao-Chi, China was in serious political chaos. receivable to this several monks and scholars came to Vietnam. Giao-Chi was on a lower floor the rule of Si-Nhiep back then and was considered a safe place.Mau-Bac after coming to Vietnam analyze Buddhism from an Indian monk named Ksudra. Ma Ha Ky Vuc, who had come to Vietnam before any of these, with the help of Ksudra and Mau-B ac started promoting Buddhism in Vietnam. These were the first people who started to promote Buddhism and their seeing is the very early form of Buddhist study to be found in Vietnam. After Mau-Bac legion(predicate) monks started to propagate Buddhism. Khang Tang Hoi and Cuong Luong Lau also came to Giao-Chi during the third century. Khang Tang Hoi entered a monastery when he was ten and from there started studying and practicing Buddhism.Apart from Buddhism he also studied literature, astronomy and other subjects. He translated many books relating Buddhism into Chinese. Though he was Indian born moreover is considered as a Vietnamese Buddhist. Cuong Luong Lau like Khang Tang Hoi also translated many Buddhist books in Chinese . The primary(prenominal) Buddhist centre was Luy-Lau at that time it is now known as Ha Bac and is situated in North Vietnam. Phap Van was a famous monastery in Luy-Lau and during the second and third century was famously known as the school of doctrine a nd the lotus school. In 968 A.D, when King Dinh Tien Hoang came in to power, Buddhism in Vietnam changed. It entered a new era. Buddhism now had a hierarchy of monks and priests and it was now accepted by the court. As Buddhism was now supported by the royal court many changes took place. Buddhists were respected and were asked advice before taking decisions. Buddhists were involved in many political and religious decisions. During this period Buddhism was at its best. It was the most frequent religion. Many kings and emperors after this period were Buddhists. Many laws came into practice in this era, which were influenced by Buddhism.Van Hanh, who is also known as the meditation master is of this era. Any ruler who was non Buddhists was at least the supporter of Buddhism. In 1010 A. D, almost eight monasteries were built in Ha Bac. All other monasteries and Buddhist temples were also repaired. Tripitaka texts, which were in China initially, were brought in Vietnam. Thousands of B uddha statues and paintings were do and set up. Festivals were set up. Many new monasteries such as Sung Kharh monastery and monastery at Mount Ba were built. In 1086 A. d Dai leave monastery was built in Ha Bac.Later in 1118 A. D Thien Phat was built which had almost 1,000 Buddha statues . BUDDHIST STUDIES IN VIETNAM Buddhist studies in Vietnam can be divided in to four eras. 1. From the entrance in Vietnam to the first century 2. From 11th century to 14th century, which was the best era of Buddhist studies 3. After 25th century, which was the time of stemma of Buddhism 4. Present Buddhist studies in Vietnam People have different opinions about the exact date on which Buddhism entered Vietnam. It is believed that Buddhism entered Vietnam in first century A.D some people believe it was the year 189 of the Christian era. Historians say that Meou-Po, who was a Taoist before he became a Buddhist, was the first person to make any Buddhist teaching in Vietnam. Though many missionaries came before him, tho they only laid grounds on which it became possible for Meou-Po to enter and teach Buddhism. It was very difficult to teach Buddhism at that time as very little literature was available. Vietnamese had no written script hence a few translations were made in Chinese. The era between 544 and 602 was an independent era and was helpful in spreading Buddhism.Though there was some progress, in this era but the real progress was made during 603 to 939. During these years two major missionaries entered Vietnam. Vinitaruci and Vo-Ngon-Thong led these two missions separately. just about 20 shrines were built at that time and there were about 500 monks preaching Buddhism day and night. These shrines were a gift from the Chinese government. During 939 and 968 there was non much development in case of Buddhist studies. In 939 Chinese reign in Vietnam ended. Buddhist teachings paused during these years, but only in Vietnam, in China Buddhism went under a lot of scrutiny.W hen Dinh-Bo-Linh came in to power, Buddhism started to prosper. He acted as a protector of the religion and Buddhism was studied and adopted by many people till Dinf-Bo-Linhs reign till 1009. The emperor made Ngo-Chan-Luu the head of Sangha (Community of Buddhist monks). Ngo-Chan-Luu was a monk, scholar and a poet. The emperor was very much move by this monk who was good at Zen meditation. The emperor used to take advice from Ngo-Chan-Luu in matters of politics and military. Due to his good advices and performance he was made Imperial Councillor. He got the title of Khuong Viet which means servant of Vietnam.Ngo-Chan-Luu proved to be a very good monk and helped in spreading Buddhism. During this time Tripitaka was brought from china for the first time with the help of Vietnamese missions. People in Vietnam were taught how to read and write in Chinese characters, as Vietnamese lacked written script. This helped the scholars learn more by reading more books on Buddhism and translatin g others into their language. Hence the monks of those times were much learned and were respected a lot all over the country as there were very few people who could read and write.A scholar at that time was respected a lot and as most of the scholars were Buddhists, people started to go to them in order to learn. This helped spread Buddhist teachings . Buddhism expanded a lot during 1031 as almost a ascorbic acid temples were built during this era. A lot of Buddhist ceremonies were held and they were exempt from taxes. In 1049, the emperor built the Dien-Huu temple which was actually what he saw in his dream. He later ordered it to be constructed the way he saw it in between an artificial lake. It is one of the most famous monuments in Hanoi and is known as Temple of single column.Ly-Thanh-Ton, who reined Vietnam in 1054, was a true Buddhist. During his time food and clothing were distributed among the poor. He used to reduce the punishment of prisoners also. Hence Ly-Thanh-Ton, wh o tried to look on the steps of Asoka, was a very great Buddhist. In 1069, when Vietnam was at war with Champa, the emperor brought back a few prisoners. What he did not know was that one of these prisoners was a Buddhist monk. When the emperor found out about him he inquired him and discovered that he had a great knowledge of Dharma. The emperor got very impressed and allowed him to preach his religion in the Khai-Quoc temple.It was also found out that he was a Chinese monk who was actually trying to preach and practice Buddhism when he was caught. The emperor was a true Buddhist and praised scholars, and hence allowed this Chinese monk to stay in the temple. Now Buddhism was under official protection and could be spread more easily and therefore Buddhism continued to be taught among all the Vietnamese. Many writings of that time show the studies of Buddhist scholars . After this emperor all the other emperors also got interested in Buddhism. Most of them followed Zen meditation a nd practice. One of them became a monk and abdicated from his post of emperor.The Ly Dynasty was spread over a period of 215 years. This was the only dynasty during which the religion of Buddhism was at its climax . After this came the Tran Dynasty, during the early years of which the spread of Buddhism slowed down. Though the emperors of this dynasty were more inclined towards Buddhism, but none the less during the first cardinal years of this dynasty the Buddhist studies did not prosper as it did before. One of the emperors became a monk and started practicing Zen. The last dynasty definitely proved to be the climax of Buddhism, as it was now declining.China started to reign again and due to this Confucianism started to prosper and made developments in various aspects such as philosophy and literature. Taoism grew and prospered, whereas Buddhists were stopped from preaching and practicing their religion. Buddhists books were burned and temples destroyed. This dropped the level of Buddhists studies in the country. When Vietnam got independent in 1428, it was thought that now it will be easier to renew Buddhism and spread its studies from the beginning. However, this proved wrong and Buddhists studies did not budge.Buddhism lost its original touch and white and people started mixing it with different ideas. No new temples were allowed to be built at that time and this also hindered the prosperity of the religion. Many monks were sent back to their lay lives and were stopped from preaching Buddhism saying that they were incompetent to do so . During 1528 and 1802 new Zen sects were developed. Temples were built and Buddhism was supported a lot. Lord Tr? nh Giang ordered rebuilding of temples. Almost 6,000 workers worked day and night to build temples of Quynh Lam and Sung nghiem. In South of Vietnam Thien Temple was built which still stands.This Temple is equipped with its famous bell which is very resonant. Chinese monks were allowed to preach their religion and therefore they moved around whole of the country teaching and preaching Buddhism. Though many efforts were taken, yet Buddhism had such warp form that monks were made to reside over ceremonies, Buddha was taken as a god and gifts were presented to his statue. This shows that the actual Buddhist religion had changed a lot and almost nonentity knew and practiced the actual teachings of Buddha. THE IMPACT OF BUDDHIST EDUCATION The impact of Buddhist education was very great.It not only effected the religious beliefs but also had a great impact on every other day to day activity. Music, which was influenced by Indian music because of the monks coming from India, was used in religious ceremonies. Today out of eight musical instruments almost six are Indian. These instruments were taken by Indian monks, first to China and then to Vietnam. It will not be false if we say that India and China are solely responsible for spreading Buddhism in Vietnam. Though China influenced mainly the northern areas whereas, India influenced the south China had more impact on Buddhism in Vietnam than India had.The reason is that China was in contact with Vietnam for thousands of years and had an influence on the politics and culture of the country. India had a lesser impact as Indian merchants went to Vietnam solely for business purposes. They sometimes took it as a resting place on their way to China. Hence they had no interest what so ever in the religion in Vietnam. However, there is certainly some influence on their religion and culture by the Indians, as the first monks to enter Vietnam for the purpose of preaching their religion were Indians. Buddhism gradually spread all over Vietnam.Though there are quite a few religions practiced in Vietnam, but almost two thirds of the population practices Buddhism. People sometimes do not have clear vision for example today a Buddhist may visit Taoist temple. These sometimes lead to superstitions and practices which show their ignoran ce towards the religion. Sometimes even monks do not have clear concepts about Buddhism. Buddhism really had a very strong impact on the culture and behavior of common man. People have better morals due to Buddhism. Even people who are not educated know that bad deeds will result in bad results.They know that they should be kind towards the people. Buddhists teachings are ordinary things which everybody should know. The motif of Buddhism is genus Lotus Flower. Monks are vegetarians and their teachings are based on purity and compassion. BUDDHISM CONCEPT IN VIETNAM Buddhism in Vietnam is mainly Mahayana. This Mahayana tradition has compassion as main entity. They take main words or buzzwords from Buddha like, Enlightenment, Delivered etc. The monks of Mahayana tradition try and improve their spiritual life. This spiritual life is then translated into action which is based on truth.During the decline of Buddhism in Vietnam, the monks were just an entity to receive gifts in the ceremon ies. Today due to the movement in 1920, they know what ceremonies are actually for. They now have clear concept. They have texts and books to mend to and find meditation as the best tool. The General Buddhist Association in Vietnam is a very dynamic organization representing Buddhism in the country. It represents the true persona of Buddhism in the country. They have done efforts, held conferences in order to not only promote Buddhism but paint a clear picture about the fundamentals of Buddhism.Buddhism has prospered leaps and bounds in the country. Though there are many rival religions in the country, Buddhism is by far the most popular one. As mentioned earlier, almost two thirds of the population practices Buddhism. During 968 it was made the state religion. Buddhism in Vietnam is no wonder superior than any other religion there, as it is not only accepted in public but also helped in the moral and spiritual training of the general public. People believe it and accept it by h eart. They call it the religion of compassion. The imprint of Buddhism can be seen in art and literature as well.Music has also been inspired from it. A European author writes Buddhism was the first foreign influence which had a powerful bearing on the evolution of Chinese thought and the effect of such an influence was to rekindle, stimulate and develop to the highest pitch not only the religion but also all the other spheres of its civilization A casual glance, even by one who is almost completely unaware of the spiritual world of China, at the plastic arts of China shows how completely they stem from the spirit of Buddhism and how wonderfully they blossomed forth during the Buddhist periodAs Buddhism in Vietnam is influenced a lot from China and India, hence it can be said that the Chinese really had an impact on Vietnamese paintings, culture, literature and art.