B. Match the verbs with the nouns.

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1) set uр	agreement
2) carry out	funds
3) develop	profit
4) satisfy	product
5) sign	transactions
6) raise	account
7) covег	protocol of intent
8) manufacture	requirements
9) conclude	joint venture
10) ореn	relations
11) make	objective

C. Use proper prepositions:

has bееn registered... the Ministry of Finance

the agreement … partners

is managed... а Board … Directors

contribution... kind оr... cash

in proportion... the share... the authorized fund

mау bе transferred … Russia... foreign countries

... way... import substitution

is exempt... the profit tax … 2 years

D. Find synonyms to the following words:

to establish, to determine, to form, to satisfy, to be taxed, to take part, to decrease, needs, goal, national, principal, by means of, juridical, tax-free.

E. Give Russian equivalents to the following words:

by means of, tax-free, in the early 1920s, authorized fund, tax-deductible, the rest of, to satisfy the requirements, to sign a Protocol of Intent, to be subject to the tax, due to, annual deductions, to recover initial contributions, is obliged, may be placed, in one’s own name, overwhelming majority, cease to exist.

F. Answer the following questions.

1) What kind of organizations are called “joint ventures”?

2) When were joint ventures set up in our country for the first and for the second time?

3) When did the overwhelming majority of joint-stock companies in the territory of Russia cease to exist?

4) What are the main features of interest to Russian participants nowadays?

5) What document is signed if the Parties want to form a partnership&

6) In what case does a joint venture become a juridical person?

7) What are the most important documents for the application procedure?

8) What body is a joint venture managed by?

9) How is the authorized fund formed?

10) In what way is the reserve fund formed?

11) Why is the research and development fund exempt from tax?

12) In what proportion is the profit divided between the partners?

13) How can foreigners’ profits be transferred from Russia to foreign countries?

14) Is joint venture a legal or a physical person?

15) What can a foreign participant do in case of dissolution?

G. Match the terms on the left to the definitions on the right.

1) alliance	getting control of a company by buying over 50% of its shares
2) joint venture	two or more companies joining to form a larger company
3) LBO (leveraged buyout)	what stocks in a public company are worth
4) MBO (management buyout)	a business activity in which two or more companies have invested together
5) merger	when a company's top executives buy the company they work for
6) takeover / acquisition	an offer to buy
7) shareholder value	additional advantages, profits that are produced by two organizations combining their ideas and resources
8) bid	buying a company using a loan borrowed against the assets of the company that's being bought
9) vertical integration	controlling all stages of one particular type of business
10) synergy	an agreement between two or more organizations to work together

H. Work in pairs. Imagine that you work for a small company which has just been bought by a big multinational. Discuss the following questions:

1) Where the various potential culture clashes may occur?

2) How you think you personally would adapt to the new culture?

3) What could be done by both companies to ensure smooth transition from one corporate culture to another?

Reading 3: Takeover

A. Read the text about takeover and choose one of the three connectors to fill each gap.

1) although/ for example/ however

2) because/ furthermore/ owing to

3) therefore/ in other words/ yet

4) in other words/ on the contrary/ owing to

5) for instance/ on the contrary/ thus

6) because of/ due to/ moreover

7) although/ however/ for instance

8) because/ even though/ for example

9) conversely/ i.e. / since

10) although/ however/ for instance

11) due to/ nevertheless/ therefore

12) although/ because/ moreover

13) because/ nevertheless/ yet

14) consequently/ even though/ in addition to

Mannesmann’s chairman, Klaus Esser, opposed the Vodafone bid. He insisted that British and American style ‘predator’ capitalism has no way in Germany. He pointed out (1), that no German company had ever made a hostile bid for another German company. Germans believed that the permanent threat of a takeover or a buyout, which exist in America and Britain, is a disincentive to long-term capital investment. (2), many German commentators claimed that workers are at least as important as shareholders, and companies are places where people work rather than assets to be bought or sold. (3) Esser’s main argument against Vodafone was that its offer price of $129 billion was too low. He claimed that the bid did not represent good value for shareholders, and the company had a better strategy and future plans than the British phone operator.

Many German business leaders argued that their corporate culture preferred consensus: (4) Companies want to please a large majority of their shareholders, not just the few who are looking for a quick profit. Most British commentators, (5), claimed that German search for consensus was just a way of resisting change and inevitable global trends. (6), German companies regularly bought foreign ones: in the previous few years, (7), BMW had bought the British car companies Rolls Royce and Rover.

(8) Many financial analysts considered the original offer price to be generous – (9) Too high – Vodafone was obliged to increase it several times. Arbitrageurs succeeded in buying about 10% of Mannesmann’s shares in the hope of making a quick profit. Esser was very critical of these people. He accepted, (10), that this was the nature of capital markets, and that there was nothing he could do about it. (11), 60-70% of Mannesmann shares were owned by institutional investors. (12) Some of these were German banks, most of them were foreign financial institutions. When Vodafone increased its offer price sufficiently, several of these investors accepted the bid, often (13) They already possessed Vodafone shares. (14), Vodafone was able to acquire Mannesmann for $160 bn.

Listening: An Interview with an Executive who has recently made a large acquisition

(Market Leader, New Edition, Upper Intermediate Business English CB by D. Cotton, Unit 13)

Speaking

Think about arguments for and against leveraged buyouts and hostile takeovers. Which do you find most persuasive? Present your ideas to the class and think of any further arguments either for or against.

Over to you

Think about a recent merger or takeover. What benefits were claimed for it at the time of it announcement? Have they materialized?

Make a presentation of you research to the class. Discuss the outcome of this merger or takeover.

Module 3 Management

Starting up

A. Quick management test.

1) Every successful business is dependent on good …

manages

management

managerial

manager

2) It is said that good management has always been the invisible ingredient of …

successfully

succeed

successful

success

3) Management gurus are people whose role is to … and spread around new and effective management practices.

interpretation

interpret

interpreted

interpreter

4) Peter Drucker^{^[6]} is the management guru who … the notion of 'management by objectives'.

inventor

inventive

invention

invented

5) Successful gurus are adept at … management theory and practice response to a constantly changing world.

reformulation

reformulating

reformulate

reformulates

6) Effective management in a turbulent world is … the major international challenge for business.

increasingly

increasing

increased

increase

7) Douglas McGregor² … two main styles of management: X-Theory which is authoritarian, autocratic and repressive; and Y-Theory which is participative, delegating, and developmental.

defined

defining

has defined

was defined

Reading 1: Basics of Management

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