Uncomfortable marriage

Curaçao’s Lt. Governor Lisa Richards-Dindial has sent the Island Council’s decision to increase the salary, pension and phased pay arrangement of its members and commissioners to Antillean Governor Frits Goedgedrag. In this case she had not yet signed the ordinance, so it is not in effect and cannot be annulled, but in any case the matter has been put on hold.

Many had criticised the Lt. Governor for allowing the meeting to decide on the proposal while the relevant advices, including the financial basis, were not in. Antillean Prime Minister Emily de Jongh-Elhage requested clarification and informed the Governor, who in turn asked the Lt. Governor for the decision and necessary documentation within 24 hours.

The latter obviously realised that the decision by the outgoing council was simply unacceptable under the circumstances and would be annulled anyway. She admitted that it had led to much commotion.

The Governor also requested a list of all appointments to the Island Government civil service and companies from January, in the wake of several appointments by the outgoing Executive Council that were considered political. Richards-Dindial said she saw no reason to annul these appointments, because in her opinion they did not violate any federal law or decree and were not against the general interest.

A judge obviously thought differently when he suspended the appointment of former commissioner Ivar Ajses as deputy director at garbage company Selikor without an open job application and a group of employees went to court. The Lt. Governor, by not trying to block this appointment and several other suspect ones, did not do herself a favour and in fact undermined the credibility of the office.

But there is also a political side. PAR and PNP have formed a new Island Government with FOL, but the latter went along with the controversial appointments and voted in favour of the pay and pension hike for members and commissioners, although its new coalition partners were clearly against it.

The three parties held an urgent meeting over the weekend in which it was decided that a committee would evaluate the recent appointments, while the pay and pension hike would be put on hold until the Governor took a decision. That ends the crisis for now, but it’s becoming increasingly clear that the new coalition in Curaçao may prove an uneasy marriage at best.

Top legal tips for the perfect M&A deal

Execution, acquisition and integration stages are the three most important steps to master in order to make a successful acquisition deal, explained legal experts at a biotech conference in London last week.

Mergers and acquisitions (M&As) reached the second-highest level in the biotech industry's history last year, according the latest Ernst & Young biotech report - Beyond Borders - and a survey published in the same report showed that 99 per cent of North American companies are planning an M&A or a strategic alliance in the next two years.

With such a high level of activity in the sector, three legal experts from a UK-based law firm gave a series of tips to biotech companies on how to get through an acquisition without 'loosing their shirt'.

Speaking at the AngloNordic Biotech Conference IV in London last Thursday, Matt Denis, partner at law firm Bird & Bird, explained that as far as the seller - or target company - is concerned, preparation and planning are crucial to spot any warning signs that can emerge from day one.

These red flag areas, said Denis, include intellectual property (IP) ownership, licensing terms, patent portfolio but also any change of control. The company about to be sold should also make sure that the buying firm complies with the competition law, as fines are common place in this area, and look out for contingent liabilities or litigation. If there are any issues it should check if there are any chances to remedy them.

"Targets companies should take legal advice from the start and make sure they know the red flag areas," said Denis.

From the buyer's point of view, the key challenges are to conduct an efficient negotiation of the share purchase agreement (SPA) - the document that details the deal structure, terms and conditions of the sale of the shares of the company; to maintain a forward looking approach; to ensure the retention of key staff; and to conduct a successful due diligence.

Denis emphasised the importance on the financial due diligence process which is aimed at ensuring the seller/target has a good title to assets. It will enable the buyer, Denis said, to find out the extent of liabilities it will have to assume.

"It is essential for the buyer to carry out its own investigation in order to obtain sufficient information and decide if the acquisition represents a sound commercial investment," said Denis.

With a proper due diligence strategy, the buyer can lead a legal, financial and business audit of the target company to assess its critical success factors, both its strengths and its weaknesses.

Sally Shorthose, another partner at Bird & Bird, took turn to explain the importance of the 'legal' due diligence.

"The reason is simple; IP is crucial and getting sufficient information of the seller's potential patent liabilities allows the buyer to be in a much better position to negotiate the acquisition," she said during the conference.

Shorthose went on to explain that the purpose of the legal due diligence is to build an inter-relationship with representations and warranties, although she stressed that it was better to know of issues in advance as enforcement can be tricky.

The process also gives a value of the target to the buyer who can then bargain with the seller.

Shorthose gave the pros and cons of conducting the due diligence early and late in the acquisition process. When it is conducted early, she said, there is a risk of confidentiality - and sellers are usually reluctant to give information - but there is time to assess the output, whereas investigating the target later on can be cheaper but gives less time to act on the results, she explained.

Shorthose also gave details on how to perform a due diligence in practical terms, citing the use of a questionnaire (customised and updated) as a tool to identify key risks, as well as the importance of a post-completion audit.

Meanwhile, in the third part of the presentation, Ulf Lundberg, head of Bird & Bird's life science sector group in Stockholm, Sweden, gave advice on the last part of the acquisition process - the integration - which he cited as a step where many acquisitions and mergers fail.

The reason for this is that there is usually little or no focus at all on integration.

"Just before closing the deal, both companies need to create a common culture and synergies must be created," said Lundberg.

As guidance on how to manage this, he cited the creation of a specific 'integration team' with the appointment of an 'integration leader', and the involvement of representatives of both companies.

"The buyer and the target need to create a list of issues and unlike the due diligence stage, they must go more into depth in the process," said Lundberg.

He added that the integration process must cover all the functions, from supply chain to marketing through to HR and IP strategy.

During the post-closing period, he said, the buying firm must analyse and implement the changes.

"The most important thing is to communicate both with management with the integration team reporting on a weekly basis to management, but also with all acquired staff," said Lundberg.

"Most importantly, do not hide risks of redundancies."

Lundberg stressed that these advices in terms of integration not only apply to outright M&A but also to joint ventures, and most business combinations.

Searching for power on the Arkadia Hill

A glimpse in the evening news of a parliamentary plenary session shows the MPs gossiping with each other, over what look like untouched piles of paper. It easily creates an image of an idle bunch of politicians with no say – apart from the occasional sarcastic comment shouted at a speaker, followed by a bit of a giggle. “To a degree the plenary sessions are the place for a bit of a drama,” admits Minna Sirnö (Left Alliance). “The opportunity to influence things takes place elsewhere.”

It is a common belief that the parliament is a mere rubber stamp, holding no power in the face of the government’s decisions and set agendas. But members of parliament claim this to be an illusion. They strongly believe that there is power vested in the individual members of parliament; but it is exercised through different forums and tools, such as the parliamentary committees, bills, networks, and via the media.

Bargaining the details
The work in the parliamentary committees is considered by the MPs as a significant arena to practice power. “Most of the time influence is hard to detect as it is such an intangible matter, but in committees the work is concrete and the results are easier to see,” says Susanna Huovinen (Social Democratic Party).

The committees do play a big part in the Finnish parliamentary system and the distribution of posts always raises wide interest. There are sixteen committees in the parliament, covering all the key areas of politics. For example, the great committee (suuri valiokunta) advices the government on EU matters, the future committee (tulevaisuusvaliokunta) predictably specializes in gathering information on future matters, and the work of the environmental committee (ympäristövaliokunta) evolves around the construction of the next nuclear power plant.

The committees follow the government’s agenda, but also listen to specialists and professionals in the topic at hand. Often the original government initiatives change during the committee process. The government has an overall vision but the power of bargaining over the details of an issue and ensuring the lawfulness of any changes, fall into the hands of individual members of parliament.

Parliamentary bills
During the last term of parliament a total of 665 bills were put forward by MPs. This parliament has lasted less than two months but already 22 new bills have been proposed. Lauri Oinonen (Centre Party) is responsible for five of them and he promises there is more to come. “I believe that there is great power potential in the bills in the long run,” he says. The bills raise awareness about issues by provoking discussion and media attention, and may ultimately even make their way to the government’s agenda in the future.

The life cycle of a bill, for example a proposal to reduce the limit for driving under the influence of alcohol from 0.5 % to zero, starts from a committee. After the committee has dealt with the bill, the discussion continues in a plenary session, followed by vote in a later session. In between, the bill may also find its way to a great committee. If the bill require changes to the constitution, it lives on to the next parliamentary term.

In this way a bill can be also be seen as a power tool to keep in touch with other committees. A tiny percentage of bills proposed ever becomes law, but as Oinonen says “a bill is like a seed that grows into a general discussion, creating political pressure to deal with issues. The zero tolerance for drunk driving is worth at least the discussion of general values in the country”.

Knowledge is power
Like the chain reaction created by a parliamentary bill, knowledge is an abstract and immeasurable form of power. For Paula Sihto (Centre Party), a new member of parliament, the availability and overwhelming quantity of excellent information came as a surprise. “One has to be able to use it effectively for it to be of use rather than a nuisance,” she says. Old hand Erkki Pulliainen (Greens), with two decades of parliamentary work behind him, confirms the dual nature in the power of information.

“You need have information and knowledge, as well as perspective. A good memory and the ability to pick out the essential are the keys to holding power,” Pulliainen claims. It is also possible that power can also leak to the state secretaries, and civil servants can also hold the keys to information, he adds.

Who has the voice also has power. Talented speakers have always done well and media wars are becoming more and more effective. The media serves as the most natural and effective channel of information between the politicians and the voters, who should be shown what the politicians are doing with their mandate.

Attracting media attention may not only be more complicated for a less known MP than for those holding more powerful seats, but it may also backfire. The media is always more interested in scandals and mistakes than in the smaller achievements that come and go. Nevertheless, the media is not solely to be blame, says Huovinen. To get one’s voice heard not only requires activeness from an MP but also the ability to transcend bureaucratic manners of speech, she says. The nature of power is also verbal.

Local media carefully follow their own representatives, says Sihto, who is the first ever female MP from Ilmajoki, and knows what she is talking about. Being under the close scrutiny of the people back home is motivating and the attention does not give room to forget the promises made, she says.

Weaving networks
Susanna Huovinen, now in her second parliamentary term and this time in the opposition, has noticed that the access to information is more limited than before when she was in government. Her new position does not mean being offside but is a gateway to information and contacts elsewhere, she says. As the minister of transport and communication in the previous government, she no doubt had more power of influence, but less time to create the contacts she finds essential as an MP – the civil society outside the ‘granite castle’.

“The information flow between organisations and interest groups, parties and different parliamentary issue-groups, is also a valuable source of influence,” says Sirnö. “Exchanging ideas creates new ideas and arenas for lobbying. “

Power flows in different forms in the corridors of the house of parliament. Opinions on where and how it really accumulates differ from one MP to another, but there is one thing they all seem to agree upon: power lies tightly in the ability to cooperate and compromise. That is the fundamental nature of democracy.

Pulliainen, who has written a book about the power of an MP, has an anecdote about an education minister years back, who confessed that the amount of power brought by his position frightened him. The average MP probably does not face this problem with the same intensity. But as Pulliainen puts it: “The world is filled with potential power – it simply depends on the people and their means who gets hold of it.”

In the orbit of greatness

No matter where you meet Om Prakash Sahgal, he is always full of vigour and zest for life. This has come not only from a disciplined exercise regime but also from a lifetime of positivity.

His day begins at 5.00 in the morning with yoga and a walk on the Worli sea front, where he has been conducting a laughter club for almost a decade. Work starts at 10.00 and stops only by 8.00 in the evening after which he is invariably tied up with some trade event. "No matter how late I reach home, I make it a point to surf news channels at least for half an hour," he says. So how does this man, who fills every unforgiving minute with work worth sixty seconds? "If you work with dedication, the rewards will come to you automatically. Sadly, today's generation expects everything fast and works only for the returns,” says a disappointed Sahgal.

It's all about the attitude

Besides a strong work culture, positive thinking is what defines this man. "I am 100 per cent positive thinking person, no matter what the problem is and that's what keeps me going," he beams. And the confidence is catching.

This director of Orbit Tours & Trade Fair is now in the process of floating a new venture called Inorbit Tours & Travels that will exclusively cater to the MICE market. "This is spearheaded by my sister's son-in-law Tarun Malhotra. We felt a need for specialisation of services for the corporate world. We will be organising events abroad like product launches, conferences, team building programmes, help companies find partners in different countries, etc," he reveals.

This sounds like a job for the industry chambers but Sahgal says he wants to his bit. "The intention is not to just earn money but to make a contribution to the industry. We want to help companies set up offices in different countries and we will help them identify special export zones abroad where Indian companies could get a lot of incentives. We will also launch industrial study tours. The idea is to go beyond the existing framework of organising and catering to just travel and ancillary needs of the corporate clients," he says.

Train from Pakistan

He reveals a little about his past. His family, including five siblings, came to Mumbai from Pakistan after the partition and that is where he finished his schooling. Though his father was an eye specialist, Sahgal decided to venture into business and set up his own printing and packaging business in 1950, which is still running.

So how did he decide to get into the intricacies of corporate travel? It was in 1972 when he came across an international exhibition on the printing industry in Germany called Drupa. He adds, "I attended the exhibition as a visitor and was surprised at the scale of the event. There were hardly any Indians. I went to the organisers to get the figures and they told me a total of 1,40,000 people from 90 countries were attending it, out of which only 18 persons represented India."

This left him disappointed but also made him think. "I was only thinking how such fairs could help our small scale industrialists and entrepreneurs. But there was no one to promote them. The Indo-German chamber had been unsuccessful in organising groups from India for their fairs. Even the major players in the travel industry were not doing anything about this so I decided to take up the task and asked the Indo German chamber for support," he says. Sahgal then decided to not only promote Drupa but also agreed to promote a trade fair for the plastic and the textile industries for the chamber. "The success of these events pushed me further and I was forced to make it a business option, which is when I established Orbit in 1984, slowly expanding operations to cover exhibitions for almost all industries," he says. He has not looked back since. In 1990, Orbit received the Indo German award for contribution to bilateral trade and has received the same award twice after that.

So does he have any message for the travel trade? "I feel that the trade depends too much on air ticket commissions. They need to come out of their shell and become travel consultants, expand horizons with other services. Agents also need to embrace technology and use it to their advantage. Adopt or perish," he advices.

Leisure talk

His association with travel isn't limited to work. Ask him how many countries he has visited and he simply replies that he is currently on his 23rd passport! Laughing, he adds, "People have asked me to try for the Limca Book of Records." And although he has visited all countries repeatedly, Switzerland and Japan remain his favourites - "Switzerland for its natural beauty and Japan for the technology that it has to offer".

What he loves is to stay with local families abroad when travelling. "It helps me observe and learn the culture of the land from close range and build long-lasting friendships. I love to stay in touch with people I meet and I still correspond with folks I stayed with 25 years ago - a research scientist Dr Haruo Kazitani in Osaka," Sahgal reveals.

He recalls some of the memorable incidences while travelling, one of which occurred about eight years ago. "I was in Seattle attending a conference and realised that Alaska, where a pen friend of nearly 33 years lived, was just an hour's flight away. So I called her and insisted that I visit her. When I reached Fairbanks, she ushered me into the VIP lounge of the airport where three journalists were waiting to interview me and find out how we became friends and how we were meeting for the first time after writing to each other for almost three decades," he says. The next day's local newspapers carried an article about them. This is perhaps just one of the many interesting anecdotes. He says, "People have asked me to write a book on my travel experiences, and maybe some day I will." Until then.

Anti-Hmong Comments Set Off a Law School

The law school dean the University of Wisconsin at Madison sent an e-mail message to students and faculty members last week apologizing for the hurt caused by a professor?s anti-Hmong comnents during a class lecture, while also saying that no harm had been intended by them.

?All of us in the Law School administration deeply regret this unfortunate course of events,? wrote Kenneth Davis, the dean. He added that the professor involved, Leonard Kaplan, ?feels deeply sorry that his classroom remarks have caused so much pain for some of his students.? Of the law school more broadly, the dean said: ?I can assure you that the school takes very seriously the professional conduct of our faculty, both in and out of the classroom. The Law School also takes very seriously our long-held core values of diversity, fairness, and respect for all.?

?I want to be clear that this is not about dealing with controversy material because we do that all the time as a law school,? Davis wrote. ?We want to deal with that controversy critically and see if the students can make their own conclusions for it.?

Kaplan?s comments were made in a Legal Process course, in lecture on ?legal formalism and its potential for adverse consequences to various ethnic minorities? according to the dean. (Kaplan declined to comment.)

According to e-mails circulating in the law school that officials have not contested, in the course of his lecture, Kaplan made comments such as ?Hmong women are better off now that Hmong men are dying off in this country? and ?all Hmong men purchase their wives, so if he wants to have sex with his wife and she doesn?t consent, you and I call it rape, but the Hmong guy is thinking, ?man, I paid too much for her.? Kashia Moua, a law student who was present during the lecture, sent out an e-mail report about the class and that e-mail then spread, leading to a forum last week.

Moua?s e-mail called the professor?s comments ?incredibly offensive and racist? and urged the student body to ?proceed in holding Kaplan and our administration accountable for these comments.?

Davis, the dean, noted in his e-mail that none of the student he had spoken with who had attended the lecture believed that the remarks ?were motivated by animus or ill will toward any particular racial group.? However, students agreed that ?uniformed and disparaging racial stereotypes? resulted.

Donald Downs, political science professor and the president of the Committee for Academic Freedom and Rights at UW, is a colleague and friend of Kaplan?s and said that ?based on what I know of him, I don?t think he would intentionally try to offend students on those types of categories ? he was just trying to portray a point of view.?

Accused baby snatcher faces federal charge

A woman accused of snatching a newborn girl from a hospital and taking her 100 miles to New Mexico was arraigned Tuesday on a federal kidnapping charge.Rayshaun Parson, 21, did not enter a plea in her appearance before U.S. Magistrate Judge Nancy Koenig, and no bail was set. The judge set another hearing for Friday and was expected to appoint a public defender.The infant, Mychael Darthard-Dawodu, was found Sunday in Clovis, New Mexico. She had been snatched the day before, when she was just 3 days old, from Covenant Lakeside Hospital in Lubbock. (Watch the security camera footage )According to court records, Parson appeared in Clovis with a baby on Saturday. She had previously told people there she was pregnant "but never really was," according to an FBI affidavit.She was extradited from New Mexico on Monday on a Texas charge of suspicion of kidnapping. The baby girl, meanwhile, was back in her mother's arms."We're just happy to have her back," the Mychael's grandfather, Darrell Darthard, said at a news conference.The baby had been taken by a woman posing as a medical worker, who walked out of Covenant Lakeside Hospital with the baby hidden in her purse, police said. Authorities said they received several tips that led them to Clovis.Police found the baby in one home there with an adult female, while Parson was found at another residence, Lubbock police Lt. Scott Hudgens said. (Watch how the newborn was found )Parson has had dealings with the law before. In 2004, a protective order was issued against her in a domestic violence incident involving a boyfriend, according to New Mexico online court documents. In 2005, she was charged with fraud, according to the court documents. There was no immediate response to a call seeking information.

Employee web use a major security risk for companies

Social networking sites are not only biting into workplace productivity -- they can also pose a major security risk, new research shows.

In a national survey of more than 800 employees across a range of industries, more than half said they spent at least an hour a week accessing blogs, chat rooms, videos, and other social networking tools and services at work, according to Clearswift, a Redwood, Calif.-based internet security consulting firm.

Of those, 46 per cent said they regularly discussed work-related issues online, the survey found.

Beyond so-called Web 2.0 sites, 71 per cent also said they used Web-based email at work for personal messages, in additional to their workplace provided email account, the survey found.

Clearswift COO Ian Bowles said that despite the well-known dangers of online viruses, bugs, spam, and scams, most business owners are still far too casual with the internet.

He said the survey results should "raise a red flag" for employers about their susceptibility to data leaks over the Web.

"It's clear from the research that organisations need to take a closer look at the social media sites that their employees are using at work to make sure that sensitive business issues and information is not being discussed," Bowles said in a statement.

Still, more than half of the employees polled said they felt entitled to use the internet for personal reasons at work, the survey found.

In recent years, many businesses have included an "acceptable use" policy for workplace internet use in updated employee handbooks -- only 29 per cent of the business owners surveyed by Clearswift outright banned the use of social networking sites at work.

Nancy Cooper, an employment law attorney with Portland, Ore.-based Bullivant Houser Bailey PC, advices employers to have policies in place for blogs, chat rooms, and other online activity. Though employers can't necessarily prevent workers from accessing Web 2.0 sites, they can make it clear there will be consequences for sharing confidential business data, said Cooper, an Inc.com columnist.

Firing an employee for an online infraction is now common enough that legal experts refer to it simply as "dooced," a term coined from a case involving the author of a blog named dooce.com who was fired for posting angry messages about her employer and co-workers.