In another hospital merger case, the ftc challenged the merger of the only two hospitals in poplar bluff, missouri and the largest hospitals in butler county where poplar bluff is located. The acquirer is the sole remaining shareholder of the subsidiary. The triangle and two defense was constructed to stop outstanding scorers from getting their buckets and forcing reserve players to step up and beat you. The basic strategic imperative of international mergers and. The periods of greatest activity have been the 1960s, 1980s, 1990s, and 2000s. On the desirability of an efficiency defense in merger control article in international journal of industrial organization 239.
Th e attacked company does not defend itself any longer and their agreement leads to a merger of two companies. In 1993, thensecretary of defense william perry made it clear that the clinton administration believed that consolidation in the defense industry was not only positive, but necessary in light of declining defense spending. The following diagrams discuss three different quick hitters that can be run against a triangle and 2 defense. Article pdf available in defense and security analysis 242. Variation x3 covers the low post a short slide, x5 stays, see defence 122 slider traps. The triangle and two defense can be an effective weapon when the opponents have two outstanding scorers or just as a change of defense to catch an opponent off guard.
Its a rare public confrontation between two major government departments, especially over a subject as. The acquisition of a target company by a subsidiary of the purchasing company. A company may set up preemptive defense mechanisms in order to help ensure that it remains independent or to increase its purchase price. Strategy through which two firms agree to integrate their operations on a relatively coequal basis acquisition strategy through which one firm buys a controlling, or 100%, interest in another firm with the intent of making the acquired firm a subsidiary business within its portfolio. Mcdonnell douglas, martin marietta, lingtemcovaught ltv. The three inside defenders are much like mantoman helpside defenders, and they are playing mantoman on the perimeter. Your teams main goal should be to disrupt the offense and take.
The other two defenders play your best two outside players mantoman. As highlighted in an earlier post, there are a number of factors both buyers and sellers of companies should consider when structuring a purchase and sale transaction. Depending on the structure of the deal, a triangular merger can reduce the effort required to obtain shareholder approval of an acquisition. A transaction to combine companies that operate within the same general market but offer a different product mix. It is no coincidence that the vast majority of fortune 500 companies are a product of numerous mergers. A good triangleandtwo matches up your defense to focus on the opposing offenses best or most dangerous pair of players. Rick majerus triangle and 2 notes 42510 this defense is not a staple of your defensive system meant instead to. Acquisition or takeover is an attempt to acquire the target company. Confuses the offense and causes it to hesitate and think as opposed to reacting instinctively. Aerospace and defense mergers and acquisitions trends.
The efficiencies defense in merger cases springerlink. Take the two top shooters or scorers and take them out of the game by denying them the ball. Basketball offense attacking the triangleand2 defense. Therefore, in the failing firm defence, the lack of causality between the merger and any worsening of competitive conditions is at the heart of the analysis. Mergers can be horizontal, vertical or conglomerate. This is commonly referred to as a forward triangular.
The chapter discusses both the type and magnitude of efficiencies and the nature of the supporting evidence required. Overview of private company mergers and acquisitions. Nov 21, 2011 however, in this type of merger, the target company merges with and into the merger sub, and the merger sub is the surviving entity. Essentially, because it is difficult to maintain good ball pressure with this defense, it becomes vulnerable to quick ball movement and weak side sealscreen actions. We use your linkedin profile and activity data to personalize ads and to show you more relevant ads. This is commonly referred to as a forward triangular merger. Hostile takeovers and its defense tactics by ayush yadav ssrn. If the merger effectively removes the acquiring firm from the edge of the market, it could have either of the following. You other 2 players will be playing man to man defense against the opposing teams best 2 players. Click on the pdf link below to download the diagrams on. In some circumstances, the nonhorizontal merger 25 of a firm already in a market the acquired firm with a potential entrant to that market the acquiring firm 26 may adversely affect competition in the market.
The triangleandtwo defense is a particular type of defense used in basketball the triangleandtwo defense is a hybrid between a mantoman defense in which each defensive player is responsible for marking a player on the other team, and a zone defense in which each defensive player is responsible for guarding an area of the court in a triangleandtwo defense, three players play zone. Hostile takeovers and its defense tactics by ayush yadav. The triangle and two defense is a particular type of defense used in basketball the triangle and two defense is a hybrid between a mantoman defense in which each defensive player is responsible for marking a player on the other team, and a zone defense in which each defensive player is responsible for guarding an area of the court. Preoffer defense takeover mechanisms finance train. Pairing the two reduces the risk of incurring the corporate level tax in the event the entire transaction is not treated as an atype merger. Consideration paid for the acquisition may include cash, stock of the buyer, assumption of seller liabilities or a combination of these. The defenders job is to cover those players closely, preventing the open outside shot that might be available in the standard zone. A defensive merger is a strategy employed in the public markets rather than the private markets. Although the terms mergers and acquisitions may be used synonymously, but they differ in sense that a merger take place when two firms agree to go forward as a single new company and in acquisition the right over other company is acquired. Transactional real estate reverse triangular mergers and non. Basketball defense junk combination defenses, coachs. The only difference between a forward triangular merger and a direct merger is that a. Triangleandtwo defense keeps opponents at bay winning hoops. Rick majerus was an american college baskeball coached with an extensive coaching resume.
The triangle and two defense features two players playing manto man on the oppositions best players, in this case, arizonas mike bibby 10 and miles simon 34. These are shareholder actions that can be taken to make the company less attractive to a wouldbe acquirer poison pills. It works best against a team where their scorers are on the perimeter looking to score from open shots and dribble penetration. You now have an inverted triangle with two players at the elbows and one low in. The court accepted the commissions relevant product and geographic market definitions which gave the two hospitals roughly an 84% percent market share, and.
This paradox implies a classic case of two alternatives. Notes include why and how to implement a triangle and two defense. As the telltale compound names signal, mergers and acquisitions have long been a staple of the u. This double stack combination offense is a simple, but very effective, way to quickly free up the shooters. Rick majerus triangle and 2 notes 42510 this defense is not a. Trigger the issuance of target company stock at a discounted price to dilute earnings. The triangle rotates on a pass to the corner, x4 takes ball, x5 covers the low post, x3 drops towards the baseline in the middle and has weakside coverage a deep slide, see lute olson 1. The purpose of this chapter is to examine the current requirements for mounting a successful efficiencies defense for an otherwise anticompetitive merger in the united states. The three inside defenders are much like mantoman helpside defenders, and they are playing manto.
Three defensive players assume a triangle zone, while the other two players chasers play all out full pass denial against their assigned opponents. Rather, the lessees interest vests in the surviving entity by operation of the merger statute. The play starts with a pass to the high post player on the same side as the other player being guarded man to man. He began his coaching career as an assistant for marquette in 1971 and continued in his role until 1983 when he became the head basketball coach for marquette university for the next three years. Mergers and acquisitions in the defense industry federal.
Matches up your defense to focus on the opposing offenses best or most dangerous two players. The triangleandtwo defense features two players playing manto man on the oppositions best players, in this case, arizonas mike bibby 10 and miles simon 34. Jan 10, 2016 triangle and two defense notes by brian gustafson attached are notes shared by coach brian gustafson on the triangle and two defense. I personally believe that this is somewhat like attacking mantoman defense, although mantoman set plays wont work as well.
On the desirability of an efficiency defense in merger control. Triangle and two defense notes by brian gustafson attached are notes shared by coach brian gustafson on the triangle and two defense. Nov 21, 2011 although the terms mergers and acquisitions may be used synonymously, but they differ in sense that a merger take place when two firms agree to go forward as a single new company and in acquisition the right over other company is acquired. Defense one today will provide news, analysis and ideas for national security leaders and stakeholders lockheed martin expects coronavirus to delay f35 deliveries by marcus weisgerber read now. Two scenarios of competitive harm are typical in the defense industry. The department of justice just told the department of defense to back off, and dod did. During the 1960s, deals were aimed at building conglomerates. It isnt often that you come across a triangle and 2 defense, but if and when you do see it, you will want to be able to run something simple against it. The point guard looks to attack the top defender and drag off the point while the weak side post. The beauty of this set is its simplicity and freedom. Basketball defense junk defenses and defending a team with a star player. Both posts assume mid post positions with the shooters aligned behind. Defense one today will provide news, analysis and ideas for national security leaders and stakeholders lockheed martin expects coronavirus to delay f. In a triangular merger, the acquirer creates a whollyowned subsidiary, which in turn merges with the selling entity.
Take two great scorers out of the game and frustrate them 3. It can also be used at the end of the game when a team is trying to hold the ball. Intended that entire transaction be a taxfree atype merger where 20% boot limitation does not exist. If a buyer and seller have decided to pursue a merger structure as opposed to, for example, an asset sale, or a purchase of all of the stock of a company. A team with a two guard system wouldnt be nearly as much affected. If you play triangle and 2, defend the two main players, the hot shooter and probably the point guard, taking the player that organizes the offence out of the game. The first offensive set called elbow looks to attack a traditional triangle and 2 defense by putting the two guarded players in the corners and playing 3 vs. A private middle market company that is approached by an undesirable acquiror will simply not pursue the transaction and will not be subject to the threat of a public market takeover or stock purchase. In many respects, the merger announced this morning between atk and orbital sciencesappears just a sensible move between two space and defense companies facing a declining demand for. In many respects, the merger announced this morning between atk and orbital sciencesappears just a sensible move between two space and defense companies facing a. Simple sets for attacking a triangleandtwo defense. The only difference between a forward triangular merger and.
Three defensive players assume a triangle zone, while the other two players chasers play all. Target shareholders receive stock of acquiror and boot no merger co. The fundamentals of the triangle and two defense are actually quite simple but it is a defense that requires a fair amount of practi. The threshold increases when the head of the agency determines the supplies or services are to be used to facilitate defense against or recovery from nuclear, biological, chemical, or radiological attack. Nov 25, 2018 the triangular merger in a triangular merger, the acquirer creates a whollyowned subsidiary, which in turn merges with the selling entity. Like the reverse triangular merger, the stockholders of the target company will receive consideration from the acquiring company for the sale of their shares in the merger. Triangle and two defense notes follow coach gustafson on twitter brian gustafson assistant coach, mens. Since that time, over 20 major mergers and acquisitions have occurred in the defense industrial sector. Our pdf merger allows you to quickly combine multiple pdf files into one single pdf document, in just a few clicks. Transaction basics there are three basic types of acquisition. This agreement and plan of merger this agreement, dated as of december 15, 2011, is by and among usmd holdings, inc. The post catches and faces while strong side elbow and wing player set a double flare screen for the point guard for a potential quick. Generally there is a compelling reason for structuring your deal in a particular way. Strategy and tactics of international mergers and acquisitions.
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