Termination Provisions Research Articles

Strategic Alliance Governance Through Termination Provisions: Safeguard and Incentive, Flexibility and Commitment

Termination provisions establish vital governance mechanisms in alliances, offering essential safeguards and incentives by providing the flexibility to exit (underperforming) partnerships. However, they can also foster distrust and instability by potentially undermining commitment and continuity. We argue that the motivation behind termination provisions lies in the need to address safeguarding and flexibility concerns arising from increases in alliance scope, upfront payments, and technological uncertainty. Conversely, alliances with strong relational commitment and social embeddedness stemming from prior and indirect ties tend to omit termination provisions. Drawing on an analysis of 1,576 biopharmaceutical alliance contracts, we scrutinize various conditional and unconditional termination rights, along with their partner-specific allocations. Among other findings, we observe a positive association between broad alliance scope and termination rights for patent challenge, for lack of reasonable effort, and for specific countries assigned to the research and development (R&D) firm contributing technological expertise and, furthermore, termination rights for convenience for the client firm sponsoring the alliance. Larger unilateral upfront payments increase the likelihood that the client firm receives termination rights for lack of reasonable effort and for convenience. Higher technological uncertainty is associated with termination rights for convenience for the client or R&D firm. In contrast, prior ties negatively correlate with termination rights for convenience for the client firm, while indirect ties show a negative association with termination rights for convenience and specific countries for the R&D firm. Conceptually, our study highlights the relevance of termination provisions as elastic governance mechanisms that enable partners to accommodate postcontractual disturbances.

Common Ownership, Bidder Termination Provisions and Self-Selection in the Market for Mergers & Acquisitions

Common Ownership, Bidder Termination Provisions and Self-Selection in the Market for Mergers & Acquisitions

Assessing the Planning Indicators for Open-Defecation Prevention in Ogun State Nigeria

This study is aimed at employing the structural equation model to estimate the significance of effective management of toilets, interventionist measures, and punitive measures, as veritable dimensions of planning that can mitigate open defecation in Ogun state, Nigeria. Adopting a four-level multi-stage approach, a total of 110, 100, and 120 questionnaires were respectively administered in Ogijo/Likosi, Ilaro I, and Sodeke/Sale‐Ijeun I wards. The selected criteria reflect the variance in the populations of 1,250,435(33%), 1,112,761(30%), and 1,387,944(37%) for Ogun East, Ogun West and Ogun Central, respectively. The pooled confirmatory factor analysis process involved several re-estimations, based on the deletion of lowly loading factors and correlation of redundant items. Next, the model was validated; normality was assessed; and full structural model was analysed. The structural model established a significant positive relationship between Effective Management of Toilets (MT) and Planning Dimension (PD) (β=0.773, p<0.05), Punitive Measures (PM) and Planning Dimension (PD) (β=0.765, p<0.05), and similarly, Interventionist Measures (IM) and Planning Dimension (PD) (β=1.093, p<0.05). The study, among all others, recommends the implementation of initiatives such as landscaping of open spaces; provision of bus terminals with adequate toilets, in the event that households members are pressed while travelling; installations of signposts warning against open defecation; connection of all residential developments to comprehensive water schemes; and enlightenment campaigns against open defecation by the authority, as planning measures that can discourage open defecation.

Community health nurses' experiences regarding provision of termination of pregnancy services in Johannesburg metro subdistricts clinics.

Experiences of community health nurses contribute to access of termination of pregnancy (TOP) to be affected. The aim of this study was to explore and describe the experiences of community health nurses who provide termination of pregnancy in Johannesburg Metro sub districts clinics. This study was conducted in a natural setting namely the clinics where the community health nurses worked. The clinic was the natural setting for the community health nurses because it was where they provide termination of pregnancy services on a daily basis. The researcher conducted the study in 5 sub districts clinics in Johannesburg Metro. A qualitative, explorative and descriptive method was used in this study. The population comprised of community health nurses who were selected purposively. Data were collected amongst 11 participants using individual face to face interviews in a natural setting. Data were analyzed using the Tesch method of data analysis. Two themes emerged; attributes of termination of pregnancy providers as the first theme with sub-theme possess emotional stability, courage, self-worth, and selflessness. The second theme that emerged was a requirement for termination of pregnancy services with staff, equipment for termination of pregnancy, management support, training, and development needs were sub-themes of the second theme. Termination of pregnancy providers experienced stigma and discrimination by their colleagues and community. Though the community health nurses loved their job, lack of support from the supervisors contributed to them feeling neglected and this in turn caused them, to experience stress. The experiences of community health nurses who provided termination of pregnancy in Johannesburg Metro subdistricts clinics were explored and described. It was noted that the community health nurses were overwhelmed with work, doing everything on their own which resulted in them experiencing stress and burnout. Lack of equipment and consumables increased their stress levels because they had to improvise in order to keep the service going.

International action day on women's health

International action day on women's health

Why Are Bidder Termination Provisions Included in Takeovers?

AbstractWe present a rationale for bidder termination provisions that considers their effect on bidders’ and targets’ joint takeover gains. The provision’s inclusion can create value by enabling termination when the target becomes less valuable to the bidder than on its own, but creates a trade-off because termination may also occur when the target is more valuable to the bidder than on its own. This trade-off explains why the provision is included in only some deals, and explains variation in termination fees. Inclusion of the provision is associated with larger combined announcement returns, provided that the termination fee is priced appropriately.

Klausula Boiler Plate dalam Pembuatan Kontrak Dagang Internasional

In an international trade contract, the parties are bound by different legal provisions, different languages and also different customs and cultures. This condition creates a big risk in implementing the substance of the contract. To anticipate this risk, there are several steps that can be taken by the parties in terms of arranging and creating the contents of their contracts. This article will discuss the part of the contract that is often regulated in international trade contracts, called the boiler plate clause. This article is the result of normative research, both related to national legal norms, namely the Civil Code, Uniform law and examples of international trade contracts. A contract is a mechanism for expressing all the wishes of the parties agreed to by other parties. In current developments, contract clauses are no longer just the essentials of the agreement. There are other clauses which have the function of further clarifying how the contract must be interpreted and as an effort to cover all opportunities for contract failure, including what are called boilerplate clauses. In the practice of making international trade contracts, there are several substances that need to be regulated in boilerplate clauses, including choice of law provisions, choice of forum provisions, language provisions, severability provisions, integration provisions, notices provisions, force majeure provisions, duration of contract provisions, obligation after termination provision.

The VCLT over the Last 50 Years: Developments in the Law of Treaties with a Special Focus on the VCLT’s Rules on Treaty Termination

The Vienna Convention on the Law of Treaties (VCLT) was adopted 1969. The 50th anniversary of the VCLT is a good moment for stock-taking. Against that background, the paper addresses how the VCLT’s rules on termination have been applied over the last 50 years: in view of the restrictive nature of the VCLT’s exit rules and the scarce practice, the paper also discusses other options to ‘flexibilize’ treaty relations, alternative to and not laid down in the Convention such as obsolescence/desuetude, termination provisions in specific treaty regimes as well as reliance on the circumstances precluding wrongfulness of the law of state responsibility which, as the paper argues, vitally complement the restrictive and abstract rules of the VCLT.

Drivers for migration of an intermodal network hub from a port to an inland terminal

This paper explores influences on a migration of hub status in an intermodal network from a port to an inland node by following the life cycle of an inland terminal development. The methodology is a longitudinal case study of the Swedish intermodal system over a period of 20 years, based on documentation, interviews and action research. We observe the changing roles of the Port of Gothenburg and the Falköping terminal at different time periods. These changes are then discussed and influences identified for this migration and new centralisation inland. The longitudinal approach allows a life cycle perspective which reveals the importance of initial public infrastructure development and then the operational importance of integration between shipper and intermodal transport and terminal provision in controlling the network. The integration of the inland terminal in regional logistics strategies was also found to be important in attracting port flows to be transported via the inland hub to be containerised.

Analysis of Government Policies in Treating Work Termination Due to COVID-19 Pandemic

Indonesia is one of the countries that has had a significant impact in various fields due to the Covid-19 pandemic. Therefore, the government issued a policy to tackle the chain of the spread of this virus with social distancing. However, this impacts the spread of work termination carried out by several companies because of experiencing losses in various sectors. This reason is controversial and is considered to deviate from Article 164 Verse (3) of Law Number 13 of 2003 concerning Manpower. This study aims to analyze government policies to tackle this extensive impact phenomenon. The research method used in this research is descriptive analysis with a deductive pattern. From this research, the results show that the government is seriously implementing policies to overcome the impact of work terminations with various strategic policies, namely the pre-employment program, the intensive provision of work termination victims through BP Jamsostek, and the procurement of debt securities (Recovery Bond). However, there are still shortcomings in various sectors.

The Efficacy of Insolvency-Related Termination Clauses in Commercial Agreements

It is common practice for contracting parties to include provisions for termination or variation of their commercial agreements on a party’s insolvency. These insolvency-related termination clauses are usually aimed at insulating solvent parties from a counterparty‘s insolvency. Although parties are bound by the terms of arm’s length contracts, the commencement of formal insolvency proceedings may invalidate unambiguous and copper-bottomed contractual rights. Insolvency-related termination clauses are no exceptions. A core objective of corporate insolvency law is to impose a mandatory collective regime for resolving insolvencies. This collective regime supplants the free-for-all individual enforcement actions against insolvents. This two-part article explores the efficacy of insolvency-related termination clauses which are sometimes regarded as boilerplates. The first part examines primary principles of insolvency law against which the enforceability of insolvency-related termination clauses may be assessed. The second part will examine the enforceability of insolvency-related termination clauses in certain commercial agreements. The first part of this article examined the core principles of insolvency law against which the enforceability of insolvency-related termination clauses may be gauged. This concluding part examines the enforceability of insolvency-related termination provisions in certain commercial agreements.

Resilience or detachment? Coping strategies among termination of pregnancy health care providers in two South African provinces

There is global recognition that competent and willing health care providers remain the most important determinant of safe abortion or termination of pregnancy services. The psychosocial well-being of providers is critical to the provision of responsive termination of pregnancy services. In light of the dearth of scholarly attention on termination of pregnancy providers’ coping strategies in low- and middle-income countries, this paper explores coping strategies among these providers in the urban Gauteng and the mixed rural-urban North West provinces of South Africa. During 2015, in-depth interviews were conducted with 30 termination of pregnancy providers working at abortion facilities in these provinces. Questions focused on providers’ lived experiences of abortion service provision, the meanings they attached to their work and their reported coping strategies. Interpretative phenomenological analysis was used to analyse the interviews. Interviewees’ mean age was 45.8 years, all were professional nurses and the majority were female (82%), working for an average of 3.6 years in abortion services. Four overlapping themes emerged in relation to reported coping strategies: silence and concealing emotions; seeking support; detachment or disengagement; and belief systems. Study findings point to the need for effective, sustainable employee wellness programmes, within an overall context of positive practice environments.

Brexit and Preferential Trade Agreements: Issues of Termination and Survival Clauses

This article examines the fate of preferential trade agreements (PTAs) concluded between the United Kingdom (UK), the European Union (EU) and third States after Brexit. It examines EU-only and mixed PTAs separately. Regarding mixed PTAs, it is argued that Brexit will not lead to their automatic termination. The UK will possess all rights and obligations under these agreements, unless they contain provisions limiting their scope, such as respective powers and territorial application clauses, often found in bilateral mixed PTAs. The effect of the former is that the UK will remain Party to mixed PTAs but will not fall within the personal scope of rights and obligations thereunder. This situation gives rise to a series of questions, among others, whether the UK will be able to terminate the treaties and whether survival clauses will be triggered. It is argued that the UK will be able to rely on PTAs’ termination provisions and potentially Article 62 VCLT (fundamental change in circumstances), and that survival clauses are also triggered by permanent de facto termination events. Regarding EU-only treaties, it is argued the UK will be neither bound thereby under international law nor obliged to act in conformity with them under European law.

The VCLT over the Last 50 Years: Developments in the Law of Treaties with a Special Focus on the VCLT’s Rules on Treaty Termination

The Vienna Convention on the Law of Treaties (VCLT) was adopted 1969. The 50th anniversary of the VCLT is a good moment for stock-taking. Against that background, the paper addresses how the VCLT’s rules on termination have been applied over the last 50 years: in view of the restrictive nature of the VCLT’s exit rules and the scarce practice, the paper also discusses other options to ‘flexibilize’ treaty relations, alternative to and not laid down in the Convention such as obsolescence/desuetude, termination provisions in specific treaty regimes as well as reliance on the circumstances precluding wrongfulness of the law of state responsibility which, as the paper argues, vitally complement the restrictive and abstract rules of the VCLT.

Marshallian Forces and Governance Externalities: Location Effects on Contractual Safeguards in Research and Development Alliances

We examine the impact of geographic location of alliance activities on the design of safeguards in contracts governing research and development (R&D) partnerships. Joining research on agglomeration and alliance governance, we argue that the Marshallian agglomerative forces at work in a given location produce governance-related externalities that extend beyond productivity-related externalities considered in previous research. We investigate how location characteristics linked to Marshallian forces, such as local knowledge spillovers, R&D rivalry, dense industry employment, and the strength of professional organizations, have an impact on the specification of formal governance mechanisms. In particular, these Marshallian forces have a bearing on formal governance mechanisms that safeguard the execution of the R&D partnership, such as joint administrative interfaces and termination provisions. We analyze R&D partnerships between biotechnology and pharmaceutical firms and find that misappropriation hazards arising from greater knowledge spillovers and R&D competition in the region where R&D activities are located promote the use of these formal governance mechanisms in R&D partnerships. We also find that factors supporting thick interpersonal networks, such as the intensity of sectoral employment and the strength of professional bodies, reduce the use of formal governance mechanisms in R&D partnerships.

The first comparative study on very early medical termination of pregnancy, with and without ultrasound confirmation of an intrauterine pregnancy.

This first comparative study answers some questions about the provision of medical termination of pregnancy (TOP) when the location of the pregnancy is unknown (Bizjak et al, in this issue of BJOG) Note for typesetter: please update reference when assigned to an issue. . In current clinical practice many health professionals are reluctant to provide medical abortion if the pregnancy has not been confirmed by ultrasound to be inside the uterus. The major concern is the fear of missing an ectopic pregnancy but also the possibility of reduced efficacy of medical TOP (Goldstone P et al Contraception 2013;87(6):855-8.). This article is protected by copyright. All rights reserved.

BIRTHING A CONTRACT: a critical evaluation of commercial surrogacy in India through a contractual framework

ABSTRACTThe future of commercial surrogacy is uncertain in India. While the Indian Parliament is currently considering a proposed ban on commercial surrogacy, there is strong opposition to a complete ban. Instead, it seems likely that a regulatory framework is going to be the way forward for commercial surrogacy. This paper maps the development of various proposed regulatory frameworks over the past decade, paying close attention to the form contracts drafted by the Ministry of Health and Family Welfare. In the process, suggestions are made to restructure the surrogate’s compensation, the manner of payment, the termination and remedies provisions, and the disclosures contained in the form contract, in a manner which can adequately address concerns regarding the potential of exploitation of the surrogate.

‘I am all alone’: factors influencing the provision of termination of pregnancy services in two South African provinces

ABSTRACT Background: Globally, universal access to sexual and reproductive health care services has been re-emphasised. One-third of maternal deaths could be averted by improving access to safe abortion services. Anecdotal evidence suggests that the implementation of the Choice of Termination of Pregnancy Act has been suboptimal in South Africa. Objectives: In two South African provinces, determine: the proportion of designated termination of pregnancy (TOP) facilities that provide these services; explore the factors that influence the provision of TOP services; and explore the work experiences of health care providers at designated TOP facilities. Methods: During 2014 and 2015, we conducted a cross-sectional study at designated TOP facilities in Gauteng and North West provinces. A combination of methods was used, consisting of: site visits to, and observation of, each of the designated facilities using a checklist, and in-depth interviews with a sub-set of 30 TOP service providers, using a semi-structured interview schedule. The interview questions focused on the factors influencing TOP service provision, and the work experiences of TOP service providers. We used interpretative phenomenological analysis to analyse the data from the interviews. Results: Overall, 77% (47/61) of designated facilities were providing TOP services, with 87.5% (28/32) in Gauteng Province, compared with 65.5% (19/29) in North West Province. Service provision was influenced by health system deficiencies, human resource challenges, lack of prioritisation and lack of management support. Study participants reported a heavy burden of care provision and expressed an overwhelming feeling of loneliness, courtesy stigma and lack of support from other nurses and doctors, which further influence TOP service provision. Conclusions: South Africa has an enabling legal environment for the provision of TOP services. Supportive management, prioritisation of TOP services and employee wellness programmes to address the psychosocial issues experienced by providers are critical elements of an enabling health policy environment.

The influence of norms and values on the provision of termination of pregnancy services in South Africa

IntroductionAs front-line providers, nurses play an integral role in the implementation of South Africa’s Choice on Termination of Pregnancy Act and, thus, the promotion of women’s reproductive rights. In light of low levels of support for termination of pregnancy services in South Africa, it is important to understand nurses’ views of such services. The purpose of this study was to examine how nurses’ norms and values shape the provision of abortion services. MethodsQualitative interviews with nurses were conducted at seven rural hospitals in the Western Cape Province of South Africa. Data were analysed using thematic and narrative analysis. ResultsNurses, like other public service workers, make moral judgments about their clients. They classify clients seeking abortions into two groups: those ‘worthy’ of support, and those ‘unworthy’ of support. Nurses’ moral judgments are largely shaped by the circumstances of the pregnancy and the behaviour of the client. In addition, nurses’ understanding of their professional identity and their work environments may influence their decision whether a client deserves their assistance. While nurses claimed that they would offer the same services to all of their clients, further research on the availability and quality of abortion services is required to confirm these results. ConclusionThe study shows that nurses make moral judgments about abortion clients and divide them into deserving and less deserving clients. These value judgments undermine the rights-based approach of South African legislation, which provides every women with the right to choose whether they wish to terminate a pregnancy.

Learn From Breaking Up: The Effect of Acquisition Experience on Termination Fee Provisions

Research on acquisition experience has long debated whether and when this experience can improve acquisition performance. We contribute to this line of research by investigating learning that occurs in the strategic actions that acquirers take within the deal negotiation period. As an important tool to prevent breaking up with the target, we evaluated how acquirers use termination fee provisions in response to lessons learned from past success and failure as well as variations in the value of the target. Coding acquirer termination fee and target termination fee provisions from 3,974 agreements of U.S. public acquisitions from 1993 to 2014, we found that acquirers’ experience decreases the propensity to include both provisions in the agreement but this effect is driven by experiences with deals that are complete; a high proportion of experience with deals that are announced by not completed then increases the likelihood of using termination provisions. Moreover, when the target is more valuable, the negat...