• Title/Summary/Keyword: Due diligence

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Case Study on Decision-Making Process for M&A in Small and Medium Companies (중소기업 M&A 의사결정 과정에 관한 연구)

  • Jung, Han-Seok;Moon, Jae-Seung
    • Journal of Distribution Science
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    • v.13 no.10
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    • pp.65-72
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    • 2015
  • Purpose - A rapidly changing business environment places great demands on small and medium-sized enterprises (SMEs). These SMEs need to find strategic alternatives for continued growth and, ultimately, survival. Thus, mergers and acquisitions (M&A) are deemed an acceptable solution. Research to date has dealt with M&A in major organizations and focused on post merger integration (PMI). Our study focuses on SMEs, as they are relatively new and unknown to the public. Therefore, this study highlights successful M&A and decision making for SMEs through a case study analysis. Research design, data, and methodology - For this study, we examined an M&A case between company S, which produces cell phone parts, and company P, which produces SSD cases. We reviewed theories and previous studies in M&A literature. We comprehensively examined the decision-making procedure at each M&A stage, describing the situation of the buying company and the selling company from the period of the M&A announcement through deal completion. In addition, we conducted interviews with both companies. The data regarding this case study were collected through interviews with managers of both companies who actively participated in the M&A process. When necessary, we asked them about additional relevant information during the interviews. Results - The result of the M&A between company S and company P was deemed acceptable with the exception of the long negotiation period. However, company S was not able to prepare for PMI after the acquisition due to a controversy over acquisition values. Moreover, the employees of the newly formed company, especially those who came from company P, complained about the M&A and attempted to leave. Thus, implications for successful M&As of SMEs are as follows: First, the procedural compliance of the M&A is needed. Second, support is needed from the CEO for the working group, rather than excessive intervention during due diligence. Third, the right, talented members of the organization should be part of the process of the M&A. Fourth, the use of various types of outside expert or business consultants is needed. Fifth, the strategic intervention by Human Resource managers is required. Last, sharing M&A information among employees is important as information dissemination will help employees be more receptive to such a change. However, this study has several limitations as a single case study; more varied SME M&A case studies are needed in order to generalize the results of the study. Conclusions - Most of the research dealing with M&As has focused on major companies and PMI and neglected SMEs. Thus, our study focuses on SMEs and the decision-making procedures for M&A. This study has significantly contributed to the literature in this area and has provided practical information around the implications of sound decision-making during M&As. Specifically, the results of the study contribute to the need for research on M&A among SMEs, which to date has often been neglected as a topic of choice.

An Estimation of ASL in Appraisal : Using Korea National Wealth Survey Data (유형고정자산 감정을 위한 내용연수 산정)

  • Oh, H.S.;Lee, S.J.;Kwon, J.H.;Jung, N.Y.;Cho, J.H.
    • Journal of Korean Society of Industrial and Systems Engineering
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    • v.41 no.2
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    • pp.141-152
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    • 2018
  • Although the 1997 Raw Data of the National Wealth Statistical Survey (South Korea) is timely 20-year-old data, it is meaningful as a benchmarking in the capital stock estimations of Korea, which is estimated by PIM (permanent inventory method). In the case of machinery/equipment, it is the data that can analyze in depth the changes in the industrial structure of Korea. In the case of ASL (average service life) which has economic concept, since the change of ASL is not so large, ASL yielded by the Raw Data of the 1997 National Wealth Statistical Survey is meaningful as reference value for the ASL estimated by the Bank of Korea and the National Statistical Office. As you know Japan has changed its service life due to changes in its industrial structure. However, many of its assets are still used for the years indicated in Showa (before 1989). The same trend with other countries such as Japan. However, the United States is constantly devoted to assessing the useful ASL and value of assets by distinguishing between the Hulten-Wykoff models and those not. Korea has also benchmarked the useful ASL of the United States and Japan when it conducted its own survey every 10 years by due diligence until 1997. In this study, the 'constraint' Iowa curve estimation by the Raw Data of the 1997 National Wealth Statistical Survey is based on the age records of the assets and the maximum age of the assets appropriately derived. And then we made modified Iowa curve by smoothing. From this modified one, we suggested ASL by asset. After 1997, the vintage disposal data directly were collected by the National Statistical Office with Oh Hyun Seung, Cho Jin Hyung, in order to estimate the useful ASL. Since then, the B/S team of the Economic and Statistics Bureau of the Bank of Korea has been working on a new concept of content training.

A Comparative Study on Marine Transport Contract and Marine Insurance Contract with Reference to Unseaworthiness

  • Pak, Jee-Moon
    • Journal of Korea Trade
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    • v.25 no.2
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    • pp.152-177
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    • 2021
  • Purpose - This study analyses the excepted requirement and burden of proof of the carrier due to unseaworthiness through comparison between the marine transport contract and marine insurance contract. Design/methodology - This study uses the legal analytical normative approach. The juridical approach involves reviewing and examining theories, concepts, legal doctrines and legislation that are related to the problems. In this study a literature analysis using academic literature and internet data is conducted. Findings - The burden of proof in case of seaworthiness should be based on presumed fault, not proved fault. The burden of proving unseaworthiness/seaworthiness should shift to the carrier, and should be exercised before seeking the protections of the law or carriage contract. In other words, the insurer cannot escape coverage for unfitness of a vessel which arises while the vessel is at sea, which the assured could not have prevented in the exercise of due diligence. The insurer bears the burden of proving unseaworthiness. The warranty of seaworthiness is implied in hull, but not protection and indemnity policies. The 2015 Act repeals ss. 33(3) and 34 of MIA 1906. Otherwise the provisions of the MIA 1906 remain in force, including the definition of a promissory warranty and the recognition of implied warranties. There is less clarity about the position when the source of the loss occurs before the breach of warranty but the actual loss is suffered after the breach. Nonetheless, by s.10(2) of the 2015 Act the insurer appears not to be liable for any loss occurring after the breach of warranty and before there has been a remedy. Originality/value - When unseaworthiness is identified after the sailing of the vessel, mere acceptance of the ship does not mean the party waives any claims for damages or the right to terminate the contract, provided that failure to comply with the contractual obligations is of critical importance. The burden of proof with regards to loss of damage to a cargo caused by unseaworthiness is regulated by the applicable law. For instance, under the common law, if the cargo claimant alleges that the loss or damage has been caused by unseaworthiness, then he has the burden of proof to establish the followings: (i) that the vessel was unseaworthy at the beginning of the voyage; and that, (ii) that the loss or damage has been caused by such unseaworthiness. In other words, if the warranty of seaworthiness at the inception of the voyage is breached, the breach voids the policy if the ship owner had prior knowledge of the unseaworthy condition. By contrast, knowingly permitting the vessel to break ground in an unseaworthy condition denies liability only for loss or damage proximately caused by the unseaworthiness. Such a breach does not, therefore, void the entire policy, but only serves to exonerate the insurer for loss or damage proximately caused by the unseaworthy condition.

Gubong Song IK- Pil's Thought of Statecraft(經世思想) (구봉 송익필의 경세사상)

  • Lee, Young-Ja
    • The Journal of Korean Philosophical History
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    • no.59
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    • pp.313-342
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    • 2018
  • Gubong Song Ik-pil could not behave according to his aspiration directly due to restrictions in his social standing. Despite that, he actually did so indirectly through either close friends or younger students by exhibiting 'cheobyeonwigwon (處變爲權) with the goal of jichijuui (至治主義). He insisted on people-oriented politics grounded on cheonmyeongsasang (天命思想) and also suggested the humbleness of the royal family and jinhyulchaek (賑恤策) based on love of the people. In addition, he promoted public welfare and stability to enhance patriotism and also insisted on the policy of strengthening national defense with seoeolgongsacheon (庶?公私賤)'s provision of military service through the enforcement of yangcheonjongbujongmobeop (良賤從父從母法). Also, according to the letter sent to Lee San-bo, he suggested public service ethics, for instance, personally, getting rid of ulterior motives, exhibiting diligence, integrity, and wisdom, and doing one's utmost to handle tasks fairly without causing any problems and externally, being actively involved in managing and utilizing persons of ability and also relieving the poor and managing masters as well. In brief, we can assume that Song Ik-pil's thought of statecraft (經世思想) is the concrete methodology to reach the politics of kingcraft called 'jichi (至治)' by stabilizing public welfare grounded on benevolent and benign administration. He is often compared to Jegalryang on account of his innate qualities and cleverness. He was equipped with the excellent capacity of gyeongse even referred to as the moju (謀主) of four persons, Yi Yi, Seong Hon, Jeong Cheol, and Lee Gwi, and harshly criticized as a slick evil (奸鬼), too. His gyeongsesasang, however, ended up being incomplete due to restrictions in his social status. He was a person who loved the people more than anyone else, kept suggesting innovative reform plans to stabilize the people's lives, and was capable of practicing them all. His ideal of jichi was left unfulfilled, however.

The Precaution Duty and the Product Liability for Adverse Reactions to the Contrast Media (조영제 부작용에 대한 주의의무와 제조물책임)

  • Kang, Yeong-Han
    • Journal of radiological science and technology
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    • v.30 no.4
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    • pp.305-311
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    • 2007
  • Contrast medium is a useful drug for radiological examinations and usability of it gradually increases while it has some inevitable adverse reaction and it is difficult to predict the occurrence and the degree of adverse reactions. Although the patient consented permission for the use of contrast media, the hospital could not be exempted from the responsibility for the adverse contrast media reaction. During radiological contrast media examination, the radiologist and the contrast media producer have the duty of precaution, prediction and avoid adverse results. In addition, they have reliabi lity of patient remedy for neglecting the duty. Since contrast medium are manufactured or processed as movable properties, the manufacturers are bound to the product liability if damages occur due to the defects in pharmaceuticals. In consideration of the characteristics of product liability, it is necessary to demand high degree of duty of care and diligence from producer or to reduce patient's burden of proof in a product liability lawsuit. For securing compensation ability and liability implementation, products compensation liability insurance is required for contrast medium manufacturers. In conclusion, contrast medium producer has legal liability for adverse reactions and the contract concluded with producer and hospital including legal liability will reduce liability of hospital and radiologist, patient.

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Analysis on Conflict Minerals and Its U.S. Policy (분쟁광물과 미국의 관련 정책분석)

  • Park, Sung-Won;Kim, Seong-Yong;Kim, You-Dong
    • Economic and Environmental Geology
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    • v.47 no.3
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    • pp.255-263
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    • 2014
  • Conflict minerals refer to minerals mined in conditions of armed conflict, especially as in the eastern provinces of the Democratic Republic of the Congo. The common conflict minerals are cassiterite, wolframite, coltan(columbite-tantalite ore), and gold, which are mined and extracted from the Eastern Congo. These minerals are essentially used in the manufacture of a variety of devices, including consumer electronics. To end the violent conflict in the Democratic Republic of the Congo (DRC) and in surrounding countries, it is necessary to block the supply route of conflict minerals which has been partially financed by the exploitation and trade of conflict minerals. The Dodd-Frank Wall Street Reform and Consumer Protection Act, passed into law in July 2010 and it contains requirements that U.S. companies report to the Securities and Exchange Commission(SEC) on the origin of conflict minerals and show due diligence of OECD. The goal of the act is to cut direct and indirect funding of armed groups engaged in conflict.

Methodology and Guidelines for Selecting Measurement Boundaries and Influence Variables for Analyzing and Evaluating Energy Usage in Demonstration ESS-Based Distribution and Logistics Facilities (실증 ESS 기반 유통 물류시설의 에너지 사용량 분석 및 평가를 위한 측정경계와 영향변수 선정 방법론 및 가이드라인)

  • Jung, Kicheol;Kwon, Dongmyung;Choi, Okhwan;Go, Myungchan
    • Journal of Energy Engineering
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    • v.29 no.2
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    • pp.61-67
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    • 2020
  • ESS-based buildings are being widely studied as an effective methods for saving energy with ZEB, BEMS, and FEMS. However, in large scale buildings, there are many energy-consuming facilities, so it is necessary to identify important energy-consuming facilities to build a real-time measurement system. In addition, there are a myriad of factors that affect the dependent variable of energy use, therefore there is a limitation that effective energy management is difficult. Therefore, this study applied the measurement boundary setting methodology according to the energy supply status through due diligence for the demonstration ESS distribution logistics facility, and suggested the methodolgy for presenting priority for the construction of the measurement system. Afterwards, the impact variables that Acting as an independent variable affecting the energy consumption of the distribution and logistics facilities were categorized into intrinsic and meteorological variables. Lastly, all factors that could affect the energy consumption of the actual distribution and logistics facilities, were classified and presented as guidelines list. By applying the results of this study, it is possible to build a monitoring system at a low cost and high efficiency in a distribution and logistics facility with a complex structure. And by identifying the main independent variables for the measured energy consumption, effectively identifying trends in energy consumption and deriving saving points It is expected to be able to operate the ESS-based infrastructure.

The Regional Characteristics of Overseas Koreans (해외 한인의 지역별 특성)

  • 정성호
    • Korea journal of population studies
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    • v.21 no.1
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    • pp.105-128
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    • 1998
  • There are about 5,300,000 overseas Koreans in the world. This is about 11.8 percent of the total population of the Korean peninsular. They reside in more than one hundred nations. This exodus occurred due to forced emigration, escape from oppressive regimes, and economic opportunity. Most of them are living in the four regions, that is, China, Japan, America, and Central Asia. The purpose of this paper is to examine the pattern of Korean migration to overseas and to compare the life style of overseas Koreans. The data are taken from a sample survey, which was conducted in China, Japan, America, and Central Asia. A total of 300 respondents were interviewed in each country. The result shows that there are some differences in the lives of overseas Koreans. For example, the Koreans in Central Asia may have suffered the greatest hardship, the similar case was found in the Koreans in China. By contrast, the issue of ethnic conflict becomes the most serious problem in the Koreans in Japan. This study also shows many aspects of common Korean heritage, that is, hard work, diligence, and high level of education. In addition, the study indicates that overseas Koreans are trying to retain Korean traditional values and relationships in their families.

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A Study on the Maritime Law According to the Occurrence of Marine Accidents of MASS(Maritime Autonomous Surface Ship) (자율운항선박의 해양사고 발생에 따른 해상법적 고찰)

  • Lee, Young-Ju
    • Maritime Security
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    • v.6 no.1
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    • pp.37-56
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    • 2023
  • Recently, with the rapid development of ICT(Information and Communication Technology) and AI(Artificial Intelligence) technology industries, the emergence of MASS(Maritime Autonomous Surface Ship), which were thought only in the distant future, is approaching a reality. Along with the development of these amazing technologies, changes in the private law sector, such as liability, compensation for damages, and maritime insurance, as well as in the public law sector, such as maritime safety, marine environment protection, and maintenance of maritime order, have become necessary in the field of maritime law. In particular, with the advent of a new type of ship called MASS that does not have a crew on board, the kind and type of liability, compensation for damages, and insurance contracts in the event of a marine accident will also change. In this paper, the general theory about concept, classification, effectiveness and future of MASS and the general theory about concept and various obligations and responsibilities under the maritime law for discussion of MASS are reviewed. Next, in addition, regarding the problems that may occur in the event of a marine accident from MASS, the status as a ship, the legal relationship of the chartering contract, obligation to exercise due diligence in making the vessel seaworthiness, subject of responsibility, and liability for damages and immunity are reviewed from the perspective of maritime law. In addition, in the degree four of MASS, the necessities of further research to clarify the attributable subjects and standards of responsibility in the event of a marine accident, as well as the necessities of institutional improvement such as technology development, enactment and amendment of law and funding are presented.

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A Folktale education that promotes communication between generations considering difference in cultural background (문화적 맥락의 차이에 따른 설화 향유의 한 양상과 세대 간 소통을 위한 설화 교육 시론)