Target Board Research Articles

Promises Made to Be Broken? Standstill Agreements in Change of Control Transactions

Many promises are made in the negotiation of a merger but not all promises are necessarily enforceable or consistent with a board of directors’ fiduciary duties. This article explores the enforceability of one such promise: the buyer’s standstill agreement. When a publicly traded company explores a sale, that company, the target, customarily requires each potential buyer to execute a standstill agreement. A typical standstill prevents potential buyers from publicly making or announcing a bid for the target during the sale process without the target’s prior consent and for a period of approximately twelve to eighteen months from the conclusion of the sale process. The enforcement of standstills can cause a conflict between two fundamental principles of mergers and acquisitions – a board’s duty to maximize stockholder value when selling a controlling stake of a target (or a board’s Revlon duties) and a board’s ability to use certain deal protection devices under the Delaware Supreme Court's decision in Unocal Corp. v. Mesa Petroleum Co. and its progeny. This conflict is particularly evident after the target has executed a merger agreement with a “winning bidder” and a “losing bidder” makes a higher offer in contravention of the standstill. This overbid, or the potential for it, raises a number of questions that the Delaware courts, and academics alike, have yet to address. Namely, those questions revolve around a target board’s ability to consider a third party superior offer made in contravention of a standstill; a board’s promise not to waive a standstill; and a board’s ability to grant a “winning” bidder the right to enforce a standstill against a “losing” bidder. This article argues, that when ultimately presented with these questions, Delaware courts will answer each question by examining the value maximization tools utilized by the board pre-signing to determine the reasonableness of the board’s decision-making process. Namely, the court will consider the extent to which the board “shopped” the company pre-signing. Moreover, in determining whether the board may legitimately promise not to waive a standstill or grant the “winning bidder” the right to enforce a standstill, the courts, consistent with Unocal, will also consider the purpose of the board’s actions under the circumstances of each case. Specifically, if a valid value maximization purpose is articulated and the board is not acting to further its own self-interests, then a Delaware court would likely find the board’s actions to be reasonable and uphold the board’s promises. In making these predictions, this article attempts to fill a thirty-year void in academic literature regarding standstills.

억새 파티클보드의 흡음성능과 휨강도성능

억새파티클보드의 흡음재로서의 사용가능성을 파악하고자 몇 가지 목표비중의 억새파티클보드를 제작하여 전달함수법(two microphone transfer function method)으로 상용주파수대역에서 흡음성능을 측정하고 휨강도 시험으로 역학적성질을 각각 측정, 비교하여 다음과 같은 결과를 얻었다. 측정주파수범위에서 거대억새보드의 흡음률이 상용석고보드보다 높은 흡음성능을 나타내었다. 탄성계수와 휨강도는 목표비중 증가에 따라 증가하는 경향을 나타내었다. 억새보드의 흡음률은 1~2.5 Khz 범위의 주파수범위에서 50~80%의 수치를 나타내다 이후 주파수에서는 30~50%의 흡음률을 나타내었으며 비중에 따라서는 비중이 증가할수록 흡음률이 낮아지는 경향을 보였다. Sound absorption capability and mechanical properties such as MOE and MOR in bending of miscanthus particle based board were estimated by the two microphone transfer function method and three point bending method, respectively. The results are summarized as follows: The sound absorption coefficients of miscanthus particle based board was higher than those of commercial gypsum board which is well used as sound absorbing barrier. The MOR and MOE of miscanthus particle based board increased with increasing of board density. The sound absorption coefficients of miscanthus particle based board were 50~80% in the frequency range of about 1~2.5 Khz. In entire frequency range, those value increased with target board density decreasing.

Design of DSP F2812 Control System in Paste Extrusion Experimental Device

The RP processes based on ceramic paste extrusion is the layer-by-layer addition process and the paste extrusion process is intermittent. a paste extrusion experimental device has to be developed and the control system is the core problem. In this paper, the TMS320F2812 chip is used to design the DSP control system for driving the step motor in extruder. The DSP F2812 control system consists of emulator and target board. The design of stepper motor control circuit, serial communication circuit and A/D converting circuit in target board is introduced detailedly. The experimental tests show that the control system can be used to investigate the phenomenon in intermittent extrusion process of ceramic paste.

Video Capture System Based on PXA270 Platform

In this paper, the author introduces a video capture system based on embedded Linux PXA270 platform. First, the paper briefly introduces PXA270 platform. The author then describes implementation of video capture on the platform. The system captures a real-time video stream by USB camera and designs video program by Video 4 Linux APIs. The paper particularly presents the method and process of realizing video data capture, as well as how to implement the application to target board.

Shareholder Proposal Rules and Practice: Evidence from a Comparison of the US and UK

We provide an in-depth comparison of US and UK shareholder proposal rules and relate the differences in rules to differences in proposing activities and performance, using comprehensive shareholder proposal data from both countries for 2000 through 2006. UK proposal rules are more onerous on proposal sponsors but UK proposals seem to be a more powerful governance device than US counterparts since they are binding and UK shareholders have the statutory right to call special meetings and elect directors. We observe most UK proposals are presented at special meetings and target board election. Institutions are the most active sponsor of UK proposals. As US proxy rules emphasize shareholder participation and protection rather than empowerment, there are a significantly greater number of shareholder proposals initiated in the US during the sample period, and small shareholders and social proposals dominate the proposing scene of the US. Our results suggest that shareholders can impact the corporate governance and firm performance but that the methods through which shareholders are empowered are important. We also argue that our results suggest that it may be appropriate to consider whether activist shareholders have additional responsibilities to the firm and other shareholders, including a duty to disclose their agendas or a fiduciary duty to other shareholders.

The Study of Automatic Counting of Coal and Gangue Based on the DaVinci Video Image Processing Technology

In this paper, an image processing and recognition system of the coal and gangue has been studied, which is made up by the chip DM6437 and some peripheral auxiliary equipment. The image processing arithmetic is realized by the CCS programming environment, and loaded into the target board through the simulator XDS510. The system takes advantage of the high performance of the chip to process the real-time image collected by the CCD camera, and makes count of coal and gangue. In this paper, we mainly use the coal and gangue’s trend of contours to make count，and we achieved to make count of the continuous and irregular coal and gangue in the rapid movement of the belt.

The Impact of Hedge Fund Activism on the Target Firm's Existing Bondholders

In contrast to previous studies documenting positive abnormal returns to target shareholders, we find that hedge fund activism significantly reduces bondholders' wealth. The average excess bond return is - 3.9% around the initial 13D filing, and is an additional - 4.5% over the remaining year. Excess bond returns are related inversely to subsequent changes in cash and assets (loss of collateral effects) and directly to changes in total debt. Confrontational campaigns and the acquisition of at least one seat on the target's board elicit more negative bond returns. We also find an expropriation of wealth from the bondholder to the shareholder. The Author 2011. Published by Oxford University Press on behalf of The Society for Financial Studies. All rights reserved. For Permissions, please e-mail: journals.permissions@oup.com., Oxford University Press.

Effects of Particle Sizes, Wood to Cement Ratio and Chemical Additives on the Properties of Sesendok (Endospermum Diadenum) Cement-bonded Particleboard

An experimental investigation was performed to evaluate the properties of cement-bonded particleboard made from Sesendok wood. The target board density was set at a standard 1200 kg m·3• The effect of particle size, wood to cement ratio and the addition of sodium silicate and aluminium silicate on the wood cement board properties has been evaluated. A change of particle size from 1.0 mm to 2.0 mm has a significant effect on the mechanical properties, however the physical properties deteriorate. Increasing the wood to cement ratio from 1:2.25 to 1:3 decreases the modulus of rupture (MOR) by 11% and the addition of sodium silicate improves values farther by about 28% compared to the addition of aluminium silicate. The modulus of elasticity (MOE) in general increases with increasing cement content, but is not significantly affected by the addition of sodium silicate or aluminium silicate, although the addition of their mixture (sodium silicate and aluminium silicate) consistently yields greater MOE values. Water absorption and thickness swelling is significantly affected by the inclusion of additives and better values are attained using higher wood to cement ratios.

Effects of particle sizes, wood to cement ratio and chemical additives on the properties of sesendok (Endospermum Diadenum) cement-bonded particleboard

An experimental investigation was performed to evaluate the properties of cement-bonded particleboard made from Sesendok wood. The target board density was set at a standard 1200 kg m". The effect offarticle size, wood to cement ratio and the addition ofsodium silicate and aluminium silicate on the wood cement board properties has been evaluated. A change ofparticle size from 1.0 mm to 2.0 mm has a significant effect on the mechanical properties, however the physical properties deteriorate. Increasing the wood to cement ratio from 1:2.25 to 1:3 decreases the modulus ofrupture (MOR) by 11% and the addition ofsodium silicate improves valuesfurther by about 28% compared to the addition ofaluminum silicate. The modulus ofelasticity (MOE) in general increases with increasing cement content, but is not significantly affected by the addition ofsodium silicate or aluminium silicate, although the addition of their mixture (sodium silicate andaluminium silicate) consistentlyyields greater MOE values. Water absorption and thickness swelling is significantly affected by the inclusion ofadditives and better values are attained using higher wood to cement ratios.

The Validity of Deal Protection Devices in Negotiated Acquisition or Merger Transactions under Anglo-American Law

This paper analyses deal protection devices, specifically termination fees and lockup agreements, that are entered into by publicly listed target companies in favour of the preferred bidders under Anglo-American law. US (specifically Delaware) and UK law and regulation differ markedly in the regulation of these devices. Delaware law generally gives more leeway for the target board to enter into deal protection devices. The UK regime is much more shareholder-centric and severely restricts most types of deal protections. This paper explains the differences and argues that the UK regime is the result of the strong influence of institutional share ownership. In contrast, in the US, institutional share ownership is of more recent origin and market participants have instead pushed for greater board independence to counteract managerial self-interest. This paper also discusses the impact of recent trends, including changing shareholder ownership patterns and regulatory developments on the concepts of independence of outside directors, and their impact on the substantive rules on deal protections. It concludes that, while some modest changes to the substantive rules may be required, there is insufficient evidence to justify an overhaul of the rules in either jurisdiction.

Power and Information: The Effect of Board Networks on Mergers and Acquisitions

Director interlocking is a controversial phenomenon, and many countries have implemented regulation limiting multiple directorships. In contrast, Australian companies and directors are relatively free to develop board networks. This paper extends the research on the effects of interlocking directorships by examining the influence that the board networks have on power and information asymmetry in mergers and acquisitions in Australia. Using a sample of 466 bids between 2000 and 2008, it reveals that the closer bidder and target boards are in the director network the greater the likelihood of deal success, the lower the premium offered, the greater the likelihood of target board approval, and the lower the likelihood of competition from other bidders. These results suggest board networks are used to mitigate information asymmetries. Evidence is presented that board centrality is also related to company power; that is, when the bidding company is substantially more central than the target both target board approval and bid completion are more likely.

A simple self-tuning scheme using fuzzy logic for a non-linear pressure regulating system

A self-tuning control scheme using fuzzy logic has been studied for a pilot pressure regulating system. In this hierarchical control technique, a rule-base supervisory fuzzy system is designed to tune the input scaling factor (SF) of a direct fuzzy system according to the process condition. The proposed controller design concentrates more on improving the robustness and stability of the controller during process disturbances and changes in operating level. The proposed control scheme is implemented in an ARM7 microcontroller based embedded target board to study its applicability for real time pressure control application. The performance of the developed control scheme is compared with classical fuzzy controller under different operating level and process disturbance. Results show that the proposed self-tuning fuzzy controller outperforms the conventional method for pressure regulation.

Effects of acidity of the particles and amount of hardener on the physical and mechanical properties of particleboard composite bonded with urea formaldehyde

Abstract In this study, the effects of amount of hardener on some of the physical and mechanical properties of three-layer particleboard were determined. Variable factor was hardener use amount (0.40%, 0.60%, 0.80%, 1.0% and 1.5% for outer layers, and 1.5%, 2%, 2.5%, 3.0% and 3.5% for core layer, based on the solid weight of the adhesive). Manufacturing parameters such as type of adhesive (urea formaldehyde), hydrophobic substance (paraffin), hardener (ammonium sulphate), target board density (0.635 g/cm 3 ), pressure (25 kg/cm 2 ), press temperature (225 °C), press time (100 s) were held constant. The panels were tested for their mechanical properties including modulus of rupture (MOR), modulus of elasticity (MOE), internal bonding strength (IB) and physical property (thickness swelling (TS)) according to the procedures defined by European Union (EN) standard. While the mechanical and physical properties were improved as amount of hardener increased from 0.40% to 1% for outer layers and 1.5% to 3% for core layer, increasing amount of hardener to 1.5% for outer layers and 3.5% for core layer negatively affected these properties. Increasing amount of hardener from 0.8% to 1.0% for outer layers and 2.5% to 3.0% for core layer did not significantly affect all of the properties of particleboard panels.

High‐accuracy photogrammetric technique for human spine measurement

AbstractClose range photogrammetry has been recognised as an essential tool for the capture of high‐accuracy spatial data for medical applications, in particular work involving dynamic human body parts such as limbs. Offline and online photogrammetric systems are readily available for a number of common applications. However, off‐the‐shelf systems are not always appropriate because of project site conditions. To achieve high measurement accuracy in a field environment, a modified field camera calibration technique was introduced. The technique is particularly important where each camera is limited to one captured image during calibration, as the camera and the calibration testfield are in fixed positions. In this paper a custom‐built imaging system designed for the study of the human spine in an outdoor environment is introduced. The discussion addresses: (1) imaging system design; (2) modified field calibration techniques; and (3) a case study on human spines. Two field camera calibration techniques were evaluated, both of which improved the accuracy of the prototype system, the use of a detachable target board offering the best results. This modified camera calibration procedure has improved the 3D measurement accuracy from 1·25 ± 0·3 mm to 0·43 ± 0·1 mm. The improvement is at a level achievable in the laboratory. The technique is considered to provide accurate and reliable anthropometric landmark measurement at low cost. This was evaluated in a clinical setting where diurnal changes in spine length and contour were measured in a cohort of 30 university students. The capability of the technique to measure sagittal and frontal angular changes provides a novel way of examining changes in spine shape.

Modeling of the Fluid Volume Transferred in Contact Dispensing Processes

In the contact dispensing process, the contact of the fluid with the target board is essentially needed in order to transfer a certain volume of fluid to the board. Due to the action of surface tension, part of the fluid extruded from the needle hangs on the needle after the process, and this causes the difference between the fluid volume extruded and the one transferred to the board. This difference is usually ignored in the literature, yet is critical to the precise process control. In this paper, a model to represent the difference is developed based on the Young-Laplace capillarity equation as well as the boundary conditions established for this particular problem. Experiments and simulations were carried out to verify the model effectiveness as well as to investigate the influence of the fluid volume extruded from the needle, the needle size, and the initial height of the needle on the fluid volume transferred in the contact dispensing process.

Lower limb muscle activity and kinematics of an unanticipated cutting manoeuvre: a gender comparison

This investigation compared the amplitude and the timing of the muscle activity of the lower limb, as well as the three-dimensional kinematics of the hip, knee and ankle joints, of male and female elite soccer players performing an unanticipated cutting manoeuvre. These data were recorded for 15 female and 15 male participants for five successful cutting manoeuvres. For this manoeuvre to be performed in an unanticipated manner, the participants were instructed to execute one of three tasks, which were signalled to them with a target board composed of three different coloured lights. Female participants performed the cutting manoeuvre with greater lateral gastrocnemius activity in comparison with the male participants. It was also observed that they contracted their vastus lateralis to a greater extent than their vastus medialis, whereas the men adopted the opposite strategy. These neuromuscular control strategies adopted by the female athletes may elucidate the reasons for which women struck the ground with a more abducted knee during the cutting task. Given that this knee position places greater strain on the anterior cruciate ligament, a restoration of the medial/lateral activation balance of the lower limb muscles may reduce one's risk of injury.

A fuzzy logic based supervisory hierarchical control scheme for real time pressure control

This paper describes a supervisory hierarchical fuzzy controller (SHFC) for regulating pressure in a real-time pilot pressure control system. The input scaling factor tuning of a direct expert controller is made using the error and process input parameters in a closed loop system in order to obtain better controller performance for set-point change and load disturbances. This on-line tuning method reduces operator involvement and enhances the controller performance to a wide operating range. The hierarchical control scheme consists of an intelligent upper level supervisory fuzzy controller and a lower level direct fuzzy controller. The upper level controller provides a mechanism to the main goal of the system and the lower level controller delivers the solutions to a particular situation. The control algorithm for the proposed scheme has been developed and tested using an ARM7 microcontroller-based embedded target board for a nonlinear pressure process having dead time. To demonstrate the effectiveness, the results of the proposed hierarchical controller, fuzzy controller and conventional proportional-integral (PI) controller are analyzed. The results prove that the SHFC performance is better in terms of stability and robustness than the conventional control methods.

Mergers and CEO Power

In this paper a simple model of mergers in which synergies, private benefits and CEO power play a crucial role is proposed. A merger is modeled as a bargaining process between the acquiring and target board with the gains from a merger divided according to Rubinstein's alternating-offer game with inside options. Boards consider both firm value and CEOs' payoff when deciding whether or not to merge. The more powerful CEOs are, the more board members consider the consequences of a merger on CEOs' payoffs. The model determines the optimal firm scope and yields predictions that are consistent with several empirical regularities about mergers such as: (i) inefficient mergers take place when acquiring CEOs are powerful and units are not related; (ii) target shareholders are better-off after a merger, acquiring shareholders are sometimes worse-off, and combined value is positive; and (iii) in the presence of credit constraints, acquiring firms are more likely to merge with low-productivity firms and with firms in which CEOs are less powerful.

Mergers and CEO Power

I propose a model of mergers in which synergies and CEO power play a crucial role. A merger is modeled as a bargaining game between the acquiring and the target board of directors, with the gains from a merger divided according to the generalized Nash bargaining solution. The model's implications are consistent with the available empirical evidence on stock returns, and yield some new untested implications that are mainly related to the relationship between CEO power, corporate governance, and mergers. Finally, the model sheds light on the relationship between aggregate merger activity, synergies, and CEO power.

지능형 로봇을 위한 이중 커널 구조의 제어 시스템 구현 및 실시간 제어 성능 분석

This paper implements dual-kernel system using standard Linux and real-time embedded Linux for the real-time control of intelligent robot systems. Such system provides more useful services including standard Linux thread that is easy to implement complicated tasks and real-time tasks for the deterministic response to velocity control. Here, an open source real-time embedded Linux, XENOMAI, is ported on embedded target board. And for interfacing with motor controller we adopted a real-time serial device driver. The real-time task was implemented with a priority to keep the cyclic control command for trajectory control. In order to validate deterministic response of the proposed system, the performance measurement of the delay in performing trajectory control with feedback loop is evaluated with non real-time standard Linux. The proposed software architecture is anticipated to take advantage of features in both standard Linux and real-time operating systems for the intelligent robot systems.