Qualitative and Quantitative Analysis of Philips
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ESG Considerations for Securitized Fixed Income Notes
ESG Considerations for Securitized Fixed Neil Hohmann, PhD Managing Director Income Notes Head of Structured Products BBH Investment Management [email protected] +1.212.493.8017 Executive Summary Securitized assets make up over a quarter of the U.S. corporations since 2010, we find median price declines fixed income markets,1 yet assessments of environmental, for equity of those companies of -16%, and -3% median social, and governance (ESG) risks related to this sizable declines for their corporate bonds.3 Yet, the median price segment of the bond market are notably lacking. decline for securitized notes during these periods is 0% – securitized notes are as likely to climb in price as they are The purpose of this study is to bring securitized notes to fall in price, through these incidents. This should not be squarely into the realm of responsible investing through the surprising – securitizations are designed to insulate inves- development of a specialized ESG evaluation framework tors from corporate distress. They have a senior security for securitizations. To date, securitization has been notably interest in collateral, ring-fenced legal structures and absent from responsible investing discussions, probably further structural protections – all of which limit their owing to the variety of securitization types, their structural linkage to the originating company. However, we find that complexities and limited knowledge of the sector. Manag- a few securitization asset types, including whole business ers seem to either exclude securitizations from ESG securitizations and RMBS, can still bear substantial ESG assessment or lump them into their corporate exposures. risk. A specialized framework for securitizations is needed. -
Initial Public Offerings
November 2017 Initial Public Offerings An Issuer’s Guide (US Edition) Contents INTRODUCTION 1 What Are the Potential Benefits of Conducting an IPO? 1 What Are the Potential Costs and Other Potential Downsides of Conducting an IPO? 1 Is Your Company Ready for an IPO? 2 GETTING READY 3 Are Changes Needed in the Company’s Capital Structure or Relationships with Its Key Stockholders or Other Related Parties? 3 What Is the Right Corporate Governance Structure for the Company Post-IPO? 5 Are the Company’s Existing Financial Statements Suitable? 6 Are the Company’s Pre-IPO Equity Awards Problematic? 6 How Should Investor Relations Be Handled? 7 Which Securities Exchange to List On? 8 OFFER STRUCTURE 9 Offer Size 9 Primary vs. Secondary Shares 9 Allocation—Institutional vs. Retail 9 KEY DOCUMENTS 11 Registration Statement 11 Form 8-A – Exchange Act Registration Statement 19 Underwriting Agreement 20 Lock-Up Agreements 21 Legal Opinions and Negative Assurance Letters 22 Comfort Letters 22 Engagement Letter with the Underwriters 23 KEY PARTIES 24 Issuer 24 Selling Stockholders 24 Management of the Issuer 24 Auditors 24 Underwriters 24 Legal Advisers 25 Other Parties 25 i Initial Public Offerings THE IPO PROCESS 26 Organizational or “Kick-Off” Meeting 26 The Due Diligence Review 26 Drafting Responsibility and Drafting Sessions 27 Filing with the SEC, FINRA, a Securities Exchange and the State Securities Commissions 27 SEC Review 29 Book-Building and Roadshow 30 Price Determination 30 Allocation and Settlement or Closing 31 Publicity Considerations -
Julienne Taba COFFEE TASTE ANALYSIS of an ESPRESSO COFFEE USING NUCLEAR MAGNETIC SPECROSCOPY
Julienne Taba COFFEE TASTE ANALYSIS OF AN ESPRESSO COFFEE USING NUCLEAR MAGNETIC SPECROSCOPY Bachelor’s Thesis CENTRAL OSTROBOTHNIA UNIVERSITY OF APPLIED SCIENCES Degree Programme in Chemistry and Technology March 2012 ABSTRACT CENTRAL OSTROBOTHNIA Date Author UNIVERSITY OF APPLIED SCIENCES Degree programme Name of thesis Instructor Pages Supervisor Key words INDEX OF ABBREVIATIONS HMDS: hexamethylsiloxane TCE: Tetrachloroethane NMR: Nuclear Magnetic Resonance ISO: International Organization for Standardization ICO: International Coffee Organization DMSO: dimethyl sulfoxide ACKNOLWEDGEMENT This work was performed at Koninklijke Philips Electronic N.V (Royal Philips Electronics), in the R&D department in Eindhoven Holland from July to December 2011. I would like to thank my supervisor Dr. Freek Suijver, for the opportunity of being part of the coffee project, his tutoring and his availability. I would like to express my gratitude to all the team members from the coffee project for their knowledge, time and friendliness: MSc Nicole Haex, Dr Nico Willard, Dr Johan Marra, and MSc Mart Te Velde A special thanks to Dr. Jeroen Pikkemaat for assisting me with his expertise on the NMR. Finally I want to thank Richard Schukkink for the great coffees; I have learned to enjoy the subtleties of a good cup of coffee. This work was supervised by MSc Jana Holm and Dr. Esko Johnson; I want to thank them both for their time and feedback. Table of Contents 1 INTRODUCTION ............................................................................................ -
Timken.Com: Board of Directors General Policies and Procedures
2019 EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES The primary duty of the Board of Directors (the “Board”) is to promote the best interests of the Company through overseeing the management of the Company’s business and affairs. In doing so, the directors must consider the interests of the Company’s shareholders. These guidelines have been adopted to facilitate execution of this responsibility and will be reviewed annually by the Nominating and Corporate Governance Committee of the Board. Director Responsibilities In discharging their obligations, directors are entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors. Board members are expected to review meeting materials in advance, to attend and participate in all Board meetings and meetings of Board committees on which they serve and to devote the time necessary to discharge their responsibilities appropriately. Directors are required to abide by the Company’s Standards of Business Ethics Policy. The Nominating and Corporate Governance Committee will oversee an annual self-evaluation of the Board to determine whether it and its committees are functioning effectively. Director Selection Selection of Nominees. The Nominating and Corporate Governance Committee is responsible for recommending candidates for Board membership to the Board. General criteria for nomination of director candidates include, but are not limited to, the highest standards of integrity and ethical behavior, the ability to provide wise and informed guidance to management, a willingness to pursue thoughtful, objective inquiry on important issues before the Company, and a range of experience and knowledge commensurate with the Company’s needs as well as the expectations of knowledgeable investors. -
The Philips Laboratory's X-Ray Department
Tensions within an Industrial Research Laboratory: The Philips Laboratory’s X-Ray Department between the Wars Downloaded from KEES BOERSMA Tensions arose in the X-ray department of the Philips research laboratory during the interwar period, caused by the interplay es.oxfordjournals.org among technological development, organizational culture, and in- dividual behavior. This article traces the efforts of Philips researchers to find a balance between their professional goals and status and the company’s strategy. The X-ray research, overseen by Gilles Holst, the laboratory’s director, and Albert Bouwers, the group leader for the X-ray department, was a financial failure despite at Vrije Universiteit Amsterdam on April 6, 2011 technological successes. Nevertheless, Bouwers was able to con- tinue his X-ray research, having gained the support of company owner Anton Philips. The narrative of the X-ray department allows us to explore not only the personal tensions between Holst and Enterprise & Society 4 (March 2003): 65–98. 2003 by the Business History Conference. All rights reserved. KEES BOERSMA is assistant professor at the Vrije Universiteit Amsterdam. Contact information: Faculty of Social Sciences, Vrije Universiteit, 1081 HV Amsterdam, The Netherlands. E-mail: [email protected]. Iamindebted to Ben van Gansewinkel, staff member of the Philips Company Archives (Eindhoven, the Netherlands) and the staff members of the Algemeen Rijks Archief (The Hague, the Netherlands), the Schenectady Museum Archives (Schenectady, New York), and the -
Corporate Restructuring in the Asian Electronics Market: Insights from Philips and Panasonic
Munich Personal RePEc Archive Corporate Restructuring in the Asian electronics market: Insights from Philips and Panasonic Reddy, Kotapati Srinivasa 2016 Online at https://mpra.ub.uni-muenchen.de/73663/ MPRA Paper No. 73663, posted 15 Sep 2016 10:39 UTC Corporate Restructuring in the Asian electronics market: Insights from Philips and Panasonic Kotapati Srinivasa Reddy Working version: 2016 1 Corporate Restructuring in the Asian electronics market: Insights from Philips and Panasonic Disguised Case and Teaching Note: Download from the Emerald Emerging Markets Case Studies Reddy, K.S., Agrawal, R., & Nangia, V. K. (2012). Drop-offs in the Asian electronics market: unloading Bolipps and Canssonic. Emerald Emerging Markets Case Studies, 2(8), 1-12. ABSTRACT (DON’T CITE THIS WORKING VERSION) Subject area of the Case: Business Policy and Strategy – Sell-off and Joint venture Student level and proposed courses: Graduation and Post Graduation (BBA, MBA and other management degrees). It includes lessons on Strategic Management and Multinational Business Environment. Brief overview of the Case: The surge in Asian electronics business becomes a global platform for international vendors and customers. Conversely, Chinese and Korean firms have become the foremost manufacturing & fabrication nucleus for electronic supplies in the world. This is also a roaring example of success from Asian developing nations. This case presents the fortune of Asian rivals in the electronics business that made Philips and Panasonic to redesign and reform their global tactics for long-term sustainable occurrence in the emerging economies market. Further, it also discusses the reasons behind their current mode of business and post deal issues. Expected learning outcomes: This case describes a way to impart the managerial and leadership strategies from the regular business operations happening in and around the world. -
Philips Lighting Prospectus.Pdf
(Philips Lighting N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, with its corporate seat in Eindhoven, the Netherlands) Initial Public Offering of 37,500,000 ordinary shares Koninklijke Philips N.V. (the “Selling Shareholder”) is offering 37,500,000 ordinary shares in the share capital of the Company (as defined below) with a nominal value of €0.01 each (the “Offer Shares”, which include, unless the context indicates otherwise, the Over-Allotment Shares (as defined below)). Assuming no exercise of the Over-Allotment Option (as defined below), the Offer Shares will constitute 25% of the issued and outstanding ordinary shares in the share capital of the Company with a nominal value of €0.01 each (the “Ordinary Shares”). Except where the context otherwise requires, references to the Ordinary Shares will be deemed to include the Offer Shares. Assuming the Over-Allotment Option is fully exercised, the Offer Shares will constitute 28.75% of the Ordinary Shares. See “The Offering”. The offering of the Offer Shares (the “Offering”) consists of (i) a public offering in the Netherlands to institutional and retail investors and (ii) a private placement to (a) investors outside the Netherlands and the United States of America (the “U.S.”or“United States”) subject to applicable exemptions from the prospectus requirements and (b) investors in the United States reasonably believed to be “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) (“Rule 144A”). All offers and sales in the United States will be made only to persons reasonably believed to be QIBs in reliance on Rule 144A. -
Frequently Asked Questions About Initial Public Offerings
FREQUENTLY ASKED QUESTIONS ABOUT INITIAL PUBLIC OFFERINGS Initial public offerings (“IPOs”) are complex, time-consuming and implicate many different areas of the law and market practices. The following FAQs address important issues but are not likely to answer all of your questions. • Public companies have greater visibility. The media understanding IPOS has greater economic incentive to cover a public company than a private company because of the number of investors seeking information about their What is an IPO? investment. An “IPO” is the initial public offering by a company • Going public allows a company’s employees to of its securities, most often its common stock. In the share in its growth and success through stock united States, these offerings are generally registered options and other equity-based compensation under the Securities Act of 1933, as amended (the structures that benefit from a more liquid stock with “Securities Act”), and the shares are often but not an independently determined fair market value. A always listed on a national securities exchange such public company may also use its equity to attract as the new York Stock exchange (the “nYSe”), the and retain management and key personnel. nYSe American LLC or one of the nasdaq markets (“nasdaq” and, collectively, the “exchanges”). The What are disadvantages of going public? process of “going public” is complex and expensive. • The IPO process is expensive. The legal, accounting upon the completion of an IPO, a company becomes and printing costs are significant and these costs a “public company,” subject to all of the regulations will have to be paid regardless of whether an IPO is applicable to public companies, including those of successful. -
Investment Banking Compliance
© Practising Law Institute Chapter 49 Investment Banking Compliance Russell D. Sacks* Partner, Shearman & Sterling LLP Richard B. Alsop Partner, Shearman & Sterling LLP [Chapter 49 is current as of June 15, 2018.] § 49:1 Information § 49:1.1 Insider Trading [A] Generally [B] Legal Framework [B][1] Securities Exchange Act § 10(b) [B][2] Insider Trading and Securities Fraud Enforcement Act § 49:1.2 Information Barriers [A] Generally [B] Effective Information Barriers: Minimum Elements [B][1] Written Policies and Procedures [B][2] Wall-Crossing Procedures [B][3] Restricted List and Watch List [B][4] Surveillance of Trading Activity * The authors gratefully acknowledge the contributions to this chapter of former co-author and former partner Robert Evans III, and the contribu- tions of Shearman & Sterling LLP associate Steven R. Blau for his work coordinating the chapter. (Broker-Dealer Reg., Rel. #14, 9/18) 49–1 © Practising Law Institute BROKER-DEALER REGULATION [B][5] Physical and Electronic Separation [B][6] Training and Education Programs [B][7] Employee Attestation § 49:1.3 Sales Practices; Testing-the-Waters and Gun-Jumping § 49:1.4 2012 OCIE Report on the Use of Material Nonpublic Information by Broker-Dealers [A] Sources of MNPI [B] Control Structure [B][1] Issues Identified [B][2] Control Room [B][3] “Above the Wall” Designations [B][4] Materiality Determinations [B][5] Oversight of Non-Transactional Sources of MNPI [B][6] Compliance with Oral Confidentiality Agreements [B][7] Personal Trading Problems [C] Access Controls [C][1] -
Chinese Companies Listed on Major U.S. Stock Exchanges
Last updated: October 2, 2020 Chinese Companies Listed on Major U.S. Stock Exchanges This table includes Chinese companies listed on the NASDAQ, New York Stock Exchange, and NYSE American, the three largest U.S. exchanges.1 As of October 2, 2020, there were 217 Chinese companies listed on these U.S. exchanges with a total market capitalization of $2.2 trillion.2 3 Companies are arranged by the size of their market cap. There are 13 national- level Chinese state-owned enterprises (SOEs) listed on the three major U.S. exchanges. In the list below, SOEs are marked with an asterisk (*) next to the stock symbol.4 This list of Chinese companies was compiled using information from the New York Stock Exchange, NASDAQ, commercial investment databases, and the Public Company Accounting Oversight Board (PCAOB). 5 NASDAQ information is current as of February 25, 2019; NASDAQ no longer publicly provides a centralized listing identifying foreign-headquartered companies. For the purposes of this table, a company is considered “Chinese” if: (1) it has been identified as being from the People’s Republic of China (PRC) by the relevant stock exchange; or, (2) it lists a PRC address as its principal executive office in filings with U.S. Securities and Exchange Commission. Of the Chinese companies that list on the U.S. stock exchanges using offshore corporate entities, some are not transparent regarding the primary nationality or location of their headquarters, parent company or executive offices. In other words, some companies which rely on offshore registration may hide or not identify their primary Chinese corporate domicile in their listing information. -
The Birth of a Lamp Factory in 1891
222 PHILIPS TECHNICAL REVIEW VOLUME 23 THE BIRTH OF A LAMP FACTORY IN 1891 by N. A. HALBERTSMA *). 621.326.6(091) The writing of history depends on a certain degree and electricity, on the other hand, were used in the . of good fortune. Anyone taking a momentous ini-, first place for lighting. tiative, a man obsessed with an idea and struggling Oil lamps were of course known in antiquity. to give it form and substance, does not generally At the end of the 18th and the beginning of the feel the urge to set down his motives on paper or 19th century a variety of refined forms came on to describe the conditions in which he embarks on the scene. In 1813gas light made its appearance in the his work, revealing the opportunities, desiderata streets of London and Paris, and Berlin followed in and limitations of his day and age. Consequently 1826. Gas lighting in streets and houses was made the historian; who obviously cannot be content possible by the distribution of the gas from the gas- with extracting bare facts and relevant data from works through a network of pipes all over the town. official documents, but who seeks to reconstruct In London some 25 miles of gas mains had been laid motives and circumstances, usually has to rely on by the end of 1815. implicit information from many and various sour- The fundamental discoveries relating to the gener- ces, in particular from contemporary records that ation of electricity and the production of electric light chance to have heen preserved. -
Operationoysterwwiisforgotten
Dedication This book is dedicated to all who took part in Operation OYSTER, or who were affected by the raid, on the ground or in the air. It is especially in remembrance of those, both military and civilian, who were killed. Royalties Royalties from the sale of this book will go to the Royal Air Force Benevolent Fund. First published in Great Britain in 2014 by Pen & Sword Aviation an imprint of Pen & Sword Books Ltd 47 Church Street Barnsley South Yorkshire S70 2AS Copyright © Kees Rijken, Paul Schepers, Arthur Thorning 2014 ISBN 978 1 47382 109 5 eISBN 9781473839786 The right of Kees Rijken, Paul Schepers, Arthur Thorning to be identified as the Authors of this Work has been asserted by them in accordance with the Copyright, Designs and Patents Act 1988. A CIP catalogue record for this book is available from the British Library All rights reserved. No part of this book may be reproduced or transmitted in any form or by any means, electronic or mechanical including photocopying, recording or by any information storage and retrieval system, without permission from the Publisher in writing. Typeset in Ehrhardt by Mac Style Ltd, Bridlington, East Yorkshire Printed and bound in the UK by CPI Group (UK) Ltd, Croydon, CRO 4YY Pen & Sword Books Ltd incorporates the imprints of Pen & Sword Archaeology, Atlas, Aviation, Battleground, Discovery, Family History, History, Maritime, Military, Naval, Politics, Railways, Select, Transport, True Crime, and Fiction, Frontline Books, Leo Cooper, Praetorian Press, Seaforth Publishing and Wharncliffe. For