F. The organization is in trouble. Match the departments with their problems (1-8).

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Distribution Department Personnel ~

Research ~ Finance ~

Public Relations ~ Production ~

Marketing ~ Information Technology ~

1) One of the robots on the assembly line has stopped working.

2) Cash flow is much worse than I thought.

3) There’s a national newspaper on the phone. They want to talk about water pollution near the factory.

4) There’s something wrong with the network: all the screens have gone blank.

5) We have ten lorries waiting outside the main warehouse and there’s nothing to put in them.

6) The unions have just asked for another 10%.

7) If we don’t start producing some more useful ideas soon, they’ll close down the laboratory.

8) The latest survey shows that the majority of 18-to 25/year-old women think our perfume smells terrible.

Listening: Company Structure

(Market Leader, New Edition, Intermediate Business English CB by D. Cotton, Unit 3)

Over to you

Setting up a successful business requires careful preparation and planning. There are a number of questions that all entrepreneurs must ask themselves concerning the products or services that they intend to sell, the competition that they will face, the structure of the business itself and the sources of finance that they will need to open their new venture. This means that all of these parameters must be defined in a business plan: a document that shows how the entrepreneur will organize his or her business, how much he or she expects to sell and where the capital will come from. Once this information has been put down on paper, the entrepreneur can then choose an appropriate form for the company, register it with the authorities and open a business.

A. Study the Business plan checklist.

Details of the business	Name of business Type of business (limited company, partnership etc.)
Personal details	Relevant work experience
Personnel	Number of people /job function
Product / service	Description
Market	Describe your market. Who are your customers? Is your market growing, static or in decline? Who are the main competitors? What are the advantages of your product or service over the competition?
Marketing	What sort of marketing or advertising do you intend to do?
Premises / machinery / vehicles	Where do you intend to locate the business and why? What sort and size of premises will you need? What machinery / vehicles do you require?
Objectives	What objectives do you have for the business

B. Read these extracts and decide which sections of the checklist above they come from.

a) At first I will be concentrating on getting the business into profit. But if I am successful I would then consider looking for other sites in the city area and expanding the management team. Eventually it might be possible to set up shops in different locations around the country.

b) Retail outlet selling a wide range of specialist teas and tea-related giftware. Sales will be made direct to customers and also by mail order.

c) Two full-time sales staff for the shop. One personal assistant to do secretarial work and general office administration.

d) I plan to advertise on local radio and in the local press and free press. This will be complemented by flyers distributed directly through letterboxes to residents in the area.

e) I have already worked as an employee in two different companies, where I was involved in both marketing and customer service at junior management level.

f) The Tea Set. Initially the business will be registered as a limited company with ten shareholders.

g) In a street with pedestrian access only, which leads into the main shopping area and market square in a town of 70, 000 inhabitants. The shop is also close to the station, which is used by several thousand commuters daily. The surface area is 45 square meters at a rent of 1000 Euros per month.

h) It is not easy to give a precise estimate but it would seem to be essentially passing trade within the shopping area. The target consumer is middle-aged and with a comfortable income. There is no competition in the area as the concept for this type of shop is new and comparable products are not currently available in other outlets.

C. You have decided to set up your own business together and have approached the bank for advice. They have asked you to prepare a business plan.

Module 2 Alliances

Strategic alliances enable companies to share resources. This creates synergies or advantages and leads to increased market share and greater competitiveness. Public companies hope to increase shareholder value when they form alliances. There are many kinds of corporate alliances. Corporate partnerships or joint ventures are formed when two or more companies decide to cooperate on one particular projector mission. When companies join together it is called a merger. When one company makes a successful takeover bid to buy another one, it is referred to as an acquisition.

Reading 1: Mergers and Acquisitions

One plus one makes three: this equation is the main idea of a merger or an acquisition. The key principle behind buying a company is to create shareholder value over and above that of the sum of the two companies. Strong companies will act to buy other companies to create a more competitive, cost-efficient company. The companies will come together hoping to gain a greater market share or to achieve greater efficiency. Because of these potential benefits, target companies will often agree to be purchased when they know they cannot survive alone.

Distinction between Mergers and Acquisitions

Although they are often uttered in the same breath and used as though they were synonymous, the terms merger and acquisition mean slightly different things.

When one company takes over another and clearly established itself as the new owner, the purchase is called an acquisition. From a legal point of view, the target company ceases to exist, the buyer " swallows" the business and the buyer's stock continues to be traded.

In the pure sense of the term, a merger happens when two firms, often of about the same size, agree to go forward as a single new company rather than remain separately owned and operated. This kind of action is more precisely referred to as a " merger of equals." Both companies' stocks are surrendered and new company stock is issued in its place. For example, both Daimler-Benz and Chrysler ceased to exist when the two firms merged, and a new company, DaimlerChrysler, was created.

In practice, however, actual mergers of equals don't happen very often. Usually, one company will buy another and, as part of the deal's terms, simply allow the acquired firm to proclaim that the action is a merger of equals, even if it's technically an acquisition. Being bought out often carries negative connotations, therefore, by describing the deal as a merger, deal makers and top managers try to make the takeover more palatable.

A purchase deal will also be called a merger when both CEO’s agree that joining together is in the best interest of both of their companies. But when the deal is unfriendly - that is, when the target company does not want to be purchased - it is always regarded as an acquisition.

Whether a purchase is considered a merger or an acquisition really depends on whether the purchase is friendly or hostile and how it is announced. In other words, the real difference lies in how the purchase is communicated to and received by the target company's board of directors, employees and shareholders.

Synergy

Synergy is the magic force that allows for enhanced cost efficiencies of the new business. Synergy takes the form of revenue enhancement and cost savings. By merging, the companies hope to benefit from the following:

Staff reductions. As every employee knows, mergers tend to mean job losses. Consider all the money saved from reducing the number of staff members from accounting, marketing and other departments. Job cuts will also include the former CEO, who typically leaves with a compensation package.
Economies of scale. Size matters. Whether it's purchasing stationery or a new corporate IT system, a bigger company placing the orders can save more on costs. Mergers also translate into improved purchasing power to buy equipment or office supplies - when placing larger orders, companies have a greater ability to negotiate prices with their suppliers.
Acquiring new technology. To stay competitive, companies need to stay on top of technological developments and their business applications. By buying a smaller company with unique technologies, a large company can maintain or develop a competitive edge.
Improved market reach and industry visibility. Companies buy companies to reach new markets and grow revenues and earnings. A merge may expand two companies' marketing and distribution, giving them new sales opportunities. A merger can also improve a company's standing in the investment community: bigger firms often have an easier time raising capital than smaller ones.

Varieties of Mergers

From the perspective of business structures, there is a whole host of different mergers.

Here are a few types, distinguished by the relationship between the two companies that are merging:

o Horizontal merger. Two companies that are in direct competition and share the same product lines and markets.

o Vertical merger. A customer and company or a supplier and company. Think of a cone supplier merging with an ice cream maker.

o Market-extension merger. Two companies that sell the same products in different markets.

o Product-extension merger. Two companies selling different but related products in the same market.

o Conglomeration. Two companies that have no common business areas.

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