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The Revenue Act of 1987 and the Technical and Miscellaneous Revenue Act of 1988 have effectively eliminated the preferred stock recapitalization and other estate freeze techniques. Instead of helping small businesses and individual tax payers by simplifying the tax structure and lowering tax rates, it has become impossible for many small business people to pass on the family business because of prohibitively high estate tax rates, encouraging owners to sell to outsiders, and forcing heirs to sell the family business to raise funds to pay the estate tax. This article examines these provisions and suggests some planning opportunities for small business owners.

In the 1960s, portfolio management led to conglomeration as management shifted its focus from competition to cash flows. However, dramatic changes in the business environment have put into question the fundamental logic of conglomeration as it became necessary once again to build sustainable competitive advantage. Towards this end, deconglomeration is taking place through restructurings. The process model of restructuring identifies negative value gap and the market for corporate control as antecedent factors to restructuring. The resources required for implementing a particular strategy, and management's ability to control the course of restructuring are identified as critical factors.

The purpose of this chapter is to outline the steps involved in obtaining venture capital funding for a start-up business. The chapter first discusses access to Venture Capitalists (VCs) and provides the reasons behind VCs’ preference for investing in a traditional C corporation rather than a limited liability company or other pass-through entity. The chapter then describes both the due diligence performed by VC's counsel and the documentation a start-up must provide to satisfy that diligence need. Next, the chapter addresses typical terms of financing deals with VCs, including the types of securities issued and the rights, preferences, and pricing of those securities. Finally, the chapter concludes with a chart identifying the VC financing terms available before and after a significant market downturn and a sample term sheet summarizing the terms of preferred stock to be issued to a hypothetical VC or VC group investing in a start-up business.

Licensing from US universities is done within the overall legal framework of the Bayh–Dole Act of 1980 and the employment agreements of universities. This chapter explains common contracts used by universities to license technologies developed by their faculty and students within the context of these laws. In addition to the legal framework, the nature of license agreements is affected by the embryonic nature of most university inventions, which necessitates faculty and student involvement in development, and the entrepreneurial goals of the university. Universities have diverse goals in terms of revenue, licenses executed, inventions commercialized, patents filed, and number of startups formed. The somewhat obvious problem is that the goals of faculty, students, the university, and the licensee may not be aligned. Common contracts used are meant to align these goals. While some contracts include multiple terms such as upfront fees, running royalties, annual payments, and equity, Express Licenses are increasingly being used to accommodate the entrepreneurial environment. This chapter discusses these issues and also the importance of the rights to sublicense inventions.

Merger waves have typically been viewed through the prism of either corporate strategy or macro-economics. This paper aims to broaden debate about factors that cause – or are associated with – mergers/merger waves over a 120-year period. It ascribes “personalities” to six distinct waves and draws an overarching conclusion about how merger architects are viewed.

Databases and interviews are used to piece together detail about CEOs associated with six distinct and recognized merger-waves during a 120-year focal period. The study establishes and defends, a priori, principles for interrogating data to get a sense of each wave-era’s corporate personality/idiosyncrasy. For each era, two exemplar CEO-profiles are presented and – through inductive-reasoning – held out as representative.

Distinct personalities are associated with six merger waves. Each wave is given a summary anthropomorphic description which conveys a sense that it may be viewed as the non-rationale expression of aggregate and historically distinct CEO behavior within a circumscribed timeframe.

The work’s key limitation – explicitly acknowledged – is that it amassed data/evidence from disparate historical sources. However, the authors have developed and defended principles for addressing this concern.

Improved investment analyses, in particular. The work prefigures formal establishment of a new variable-set impacting share-price prediction.

The paper offers a perspective on how psychological/personality-related variables impact management decision-making, creating something of a bridge between mostly non-overlapping research disciplines.

The paper broadens debate about how and why merger waves occur. It removes the exclusive analysis of merger waves from the hands of economic historians and strategic management theorists.

After decades of successful expansion, The Reader's Digest Association's products were mature. With an average readership age for the flagship Reader's Digest magazine of 50.3 in 2004, efforts to develop new products had so far failed to entice a significant number of younger customers. Following a financial downturn in 1996, positive financial results remained illusive. Several major changes instituted by Thomas O. Ryder, CEO since 1998, including acquisitions, re-capitalization, restructuring and systematic re-engineering of the corporate culture, had proven mildly successful, but RDA, as well as the entire publishing industry, faced a persistent decline in profitability. Could RDA fulfill its stated mission to create “products that inform, enrich, entertain and inspire people of all ages and cultures around the world”, and could it do this by continuing to rely on the 80-year old Reader's Digest magazine?

In March 1997, the board chair of this small steel mill is pondering how to finance the growth of his firm: either with an initial public offering of equity or a private placement of 8-year senior notes with warrants. The task for the student is to sort out the comparative advantages and disadvantages of each alternative—including valuing the possible securities—and recommend a course of action.

Recapitalization, mergers, and acquisitions are the most crucial issues confronting the Nigerian Insurance Industry (NII) in recent times. Yet information relating to these issues is rarely reported in print. The purpose of this paper is to present the results of a survey aimed at understanding the challenges faced within the NII and the reactions of the insurance underwriters towards the recapitalization exercise in Nigeria.

Stratified sampling was applied in segregating listed insurance companies on the Nigeria Stock Exchange into top‐, middle‐, and lower‐management cadres. Random sampling was then used in selecting samples of the insurance company's staff. A questionnaire containing both open‐ended and closed‐form questions was used as the instrument to collect the primary data. Questionnaire administration was combined with personal interviews and record viewing in gathering relevant facts for use. Fifty‐four questionnaires were properly filled and returned from members of staff of the selected insurance companies. Chi‐square statistical procedures revealed the true position of the issues raised in the hypotheses.

Recapitalization has been enhancing the development of the insurance industry and mergers and acquisitions have remained viable options for companies to remain in business.

Limited financial and non‐financial resources, as well as a reluctance to release information by insurance companies and other operators in the industry, prevented further investigation.

The study serves as an information source for investors in the insurance industry.

Increases in stockholder wealth around leveraged recapitalization (recap) announcements are related more to reductions in the firm's financial slack than improvements in operating efficiency. Moreover, while recaps significantly reduce the firm's workforce and asset base, they do not improve operating profitability. These results support the argument (often espoused by non‐finance writers) that the market for corporate control is inefficient and, in many cases, outright destructive. Alternative systems of corporate governance should be explored.

This study aims to explore how the implementation of the recapitalisation by the Bank of Ghana disrupted the indigenous banks’ sources of accessing capital to raise the required amount within the mandatory stipulated time/deadline.

This study used purposive sampling techniques to interview key role players and senior members involved in the bank’s recapitalisation process and/or have in-depth information on the 2017–2018 recapitalisation period.

This study revealed that government directives significantly shape banks regulations and strategy; accordingly, any state-directed policies must be communicated cautiously, well explained and implemented to reduce any negative consequences.

This study makes a significant contribution to knowledge by exploring how directives (arbitrary) of regulatory bodies can influence the business as well as its other stakeholders (such as the depositors, public, among others). Secondly, the study highlights how the delays in government support may not derive the benefits expected by the regulator.