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The School of Management-Marketing 2nd year Course tutor: Iulia Draghici

Unit 9

Human Resources

118 131 140 159

Unit 10 Bankruptcy Unit 11 Mergers, Takeovers and Acquisitions Unit 12 Public Relations

UNIT 9
1.

HUMAN RESOURCES

LEAD-IN DISCUSSION 1. Do the enterprises permit a close contact between top management and employees? If yes, in what way? 2. What are the main purposes of the Human Resources department?

2.

READING Attracting the most qualified employees and matching them to the jobs for which they are best suited is important for the success of any organization. However, many enterprises are too large to permit close contract between top management and employees. Human resources, training, and labor relations managers and specialists provide this link. In the past, these workers have been associated with performing the administrative functions of an organization, such as handling employee benefits questions or recruiting, interviewing, and hiring new personnel in accordance with policies and requirements that have been established in conjunction with top management. Todays human resources workers juggle these tasks and, increasingly, consult top executives regarding strategic planning. They have moved from behind-the-scenes staff worker to leading the company in suggesting and changing policies. Senior management is recognizing the importance of the human resources department to their financial success. In an effort to improve morale and productivity, to limit job turnover, they also help their firms effectively use employee skills, provide training opportunities to enhance those skills, and boost employees satisfaction with their jobs and working conditions. Although some jobs in the human resources work thus require a broad range of knowledge. The responsibilities of human resources generalists can vary widely, depending on their employers needs. In a large corporation, the top human resources executive usually develops and coordinates personnel programs and policies. These policies usually are implemented by a director or a manager of human resources and, in some cases, a director of industrial relations.

The director of human resources may oversee several departments, each headed by an experienced manager who most likely specialized in one personnel activity, such as employment, compensation, benefits, training and development, or employee relations. Employment and placement managers oversee the hiring and separation of employees and supervise various workers, including equal employment opportunity specialists and recruitment specialists. Employment, recruitment, and placement specialists recruit and place workers. Employer relations representatives, who usually work in government agencies, maintain working relationships with local employers and promote the use of public employment programs and services. Similarly, employment interviewers whose many job titles include personnel consultants, personnel development specialists and human resources coordinators help to match employers with qualified jobseekers. Compensation, benefits, and job analysis specialists conduct programs for employers, and many specialize in specific areas such as position classifications or pensions. Job analysts, sometimes called position classifiers, collect and examine detailed information about the job duties in order to prepare job descriptions. Whenever a large organization introduces a new job or reviews existing jobs, it calls upon the expert knowledge of the job analyst. Occupational analysts conduct research, usually in large firms. They are concerned with occupational classification systems and study the effects of industry and occupational trends upon worker relationships. They may serve as a technical liaison between the firm and other firms, government, and labor unions. Establishing and maintaining a firms pay system is the compensation managers main concern. Assisted by staff specialists, compensation managers devise ways to ensure fair and equitable pay rates. They may conduct surveys to see how their firms rates compare with others, and to see that the firms pay scale complies with changing laws and regulations. In addition, compensation managers often oversee their firms performance evolution system, and they may design a reward system such as pay for- performance plans. Reading Comprehension 2.1 Answer the following questions: 1. 2. 3. 4. Explain the difference between the past and todays human resources. What does the personnel department use in order to efficiently assist the company? Does a human resources generalist require a broad range of knowledge? In what field? Does a human resources manager need the help of an experienced elder manager?

2.2 Decide if the following statements are true or false: 1. Employee assistance plan managers, also called employee welfare managers, are not responsible for a wide array of programs covering occupational safety and help standards and practices. 2. Childcare and elder care are increasingly important due to growth in the number of dual-income households and the elderly population. 3. Counseling may not help employees deal with emotional disorders, alcoholism, or material, family, consumer, legal, and financial problems. 4. Some employers dont offer career counseling as well. 5. In large firms, certain programs, such as those dealing with security and safety, may be in separate departments headed by other managers.

3.

LANGUAGE WORK The Personnel Director (US Human Resources Manager) He is entrusted with tasks of great importance: He takes on (hires, recruits) the workers that the firm needs, after advertising vacancies for jobs , screening the applicants , and short listing those with suitable qualifications. He ensures the promotion of employees through training and further education, or makes it easier for those who have been laid off or transferred to adapt themselves to another job, thanks to retraining courses. He is entrusted : 1. with the unpleasant task of dismissing incompetent employees; 2. with the no less unpleasant task of laying off such employees as have been made redundant in the wake of technological or economic upheavals (mergers, takeovers, etc).

3.1 Choose from the list bellow and put the words in the right place: managers legislation administering increase workforce to cope with profit-sharing coverage benefits specialists illness-insurance employees insurance cost wellness

Employee benefits (1).. and specialists handle the companys employee benefits program, notably its health (2). and pension plans. Expertise is design and (3).benefits program continues to take an importance as employer provided (4).. account for a growing proportion of overall compensation costs, and as benefit plans (5).. in number and complexity. For example, pension benefits might include savings and thrift, (6), and stock ownership plans; health benefits might include long-term catastrophic (7)and dental insurance. Familiarity with health benefits is a top priority for employee benefits managers and (8)., as more firms struggle (9)the rising (10)of healthcare for employees and retires. In addition to health insurance and pension (11)., some firms offer (12)life and accidental death and dismemberment insurance, disability insurance, and relatively new benefits designed to meet the needs of a changing (13)..such as parental leave, child and elder care, long term nursing home care insurance, employee assistance and (14).. programs and flexible benefits plans. Benefits managers must keep abreast of changing Federal and State regulations and (15). that may affect employee benefits. 3.2 Match the following two columns: 1. Training and development managers and specialists conduct and supervise a) prior to the class, involving the class, and issuing completion certificates at the end of the

training and development for employees 2. Increasingly, management recognizes that 3. Training is widely accepted 4. Other factors include 5. In addition, advance in learning theory have provided insights into how adults learn 6. Training managers provide 7. This includes setting up teaching materials 8. Training specialists plan, organize 9. Trainers respond 10. They consult with onsite supervisors regarding available performance improvement services

class. b) training offers a way of developing skills, enhancing productivity and quality of work , and building worker loyalty to the firm. c) conduct and supervise training and development programs for employees . d) and how training can be organized most effectively for them . e) worker training either in the classroom or onsite f) as a method of improving employee morale , but this is only one of the reasons for its growing importance. g) the complexity of the work environment , the rapid pace of organizational and technological change, and the growing number of jobs in fields that constantly generate new knowledge. h) to corporate and worker service requests i) and conduct orientation sessions and arrange on the job training for new employees j) and direct a wide range of training activities.

4.

GRAMMAR STUDY MODALS: MUST, WOULD ,OUGHT TO, NEED, DARE obligation requirement : must and have to are used to express obligation in the present and past. Dont have to / dont need to /neednt (Br.E.) are used to show lack of obligation. Must not is used to show interdiction. The contracted forms neednt and mustnt are common in British English but rarely used in American English. Examples: I must finish my job today. You must phone your family as soon as you can. I had to give up smoking. You dont have to /dont need to/ neednt worry. You neednt have taken the trouble to meet us at the station. Desirability: should and shouldnt, ought to and ought not to are used to express advice and suggestions. The form oughtnt is common in British English but rarely used in American English. Examples : They should/ought to discontinue this line of products.

You should /ought to visit your grandma more often. The people of the town should /ought to have been consulted. He should /ought not to take everything so seriously.

Dare as a modal verb The third person singular is dare and it takes the infinitive without to. This use is best confined to the present tense (often with a future meaning). The interrogative is formed by inverting the verb and the subject; the negative is formed by using not after the verb: Anybody dare do that? I dare ask him. You dare not ask him, dare you? dared: ! In the simple past tense , either dare or dared can be used. Dare is more formal than She dared/ dare not show them that she was pleased. Need Like dare, need used as a modal verb has the same meaning as when it is followed by a to infinitive clause. However, it is normally used as a modal only in negative and interrogative sentences. If someone needs to do something, it is necessary for that person to do it. In sentences like these, need is followed by to infinitive. To pass the test you need to work hard. !The negative forms are need not and do not need; To pass this test you need not work hard/ do not need to work hard. Talking about the past we can use either didnt need to or didnt have to. However, in reported speech, neednt can also be used: They had been told they neednt worry about the weather. Would Uses Past habit Would is used to describe a characteristic activity or predictable behaviour in the past. Every evening his mother would read a story to him before going to sleep.(customary activity) Insistence or refusal I told him it was cold, but he would go out without a coat. Willingness In indirect speech I asked if they would make the changes by the next week. I promised I would be back by noon.

In requests Would you excuse me? Would you please step aside ? Intention I would stay and help you if I could. Probability That would be his mother.

5.

BUSINESS SKILLS SPECIMEN LETTER A

Childs Play Ltd. Your Ref: 48 Commercial Street Our Ref :CP/AC Amsterdam BH149QW Holland August 1st 2005 Dear Sir or Madam, I am writing to introduce you to Caterpillar Company as I feel sure that you will find our products of interest. As you may know, we are one of the official exporters of toys manufactured by various well known Dutch Companies. We have pleasure in enclosing a copy of our autumn catalogue, which includes details and prices of our complete range of toys. We would particularly like to draw your attention to our new range of toys for babies, which you will find on pages 25-30 of the catalogue. We are offering a special discount of 4% on all toys ordered before 1 st November. We hope that you will be pleased with the catalogue and look forward to receiving your first order. Yours faithfully, Norman Jones Sales Manager Enc:1 ! Enclosures. If you are sending any documents with the letter, you should indicate how many of these are included (e.g. Enc:2)

SPECIMEN LETTER B Caterpillar Company Your Ref: n.o 50-55 Our Ref: JP/BD 03017 Imperial Road Amsterdam, The Netherlands Dear Sir or Madam, The name of our company has been given to us by the Chamber of Commerce, as an exporter of high quality toys. Childs Play is a chain of toyshops specializing in traditional toys and games for children of all ages, with 27 retail outlets through The Netherlands. We would be interested in receiving information on the complete range of toys you supply, so could you please send us your current catalogue and price list together with full details of any trade discounts you are offering. We look forward to hearing from you in the near future.

August 1st 2005

Yours faithfully, Jane Johansson Toy Buyer SPECIMEN LETTER C Mr Peter Owen Ref. 15, Church Avenue GT/JW 2521312, Leeds UK Dear Peter It was very nice to see you again at the trade fair last week and Im really pleased that you liked our new range of chinaware. As promised, Im sending you a copy of our latest illustrated catalogue and export price list. On pages 5-9 of the catalogue you will find details of our innovative range of contemporary dinner sets, which you showed particular interest in when you visited our stand. All the items in this range are guaranteed to be dishwasher and microwave-safe, and are available in a wide range of colors. Your Our Ref February 10th 2005

As in the past, there is a 10% discount for order over 4000 and we could ship the merchandise within 12 days of receipt of your order. If you would like to receive some samples, just let me know and Ill see that they are send to you by air freight without delay. Looking forward to hearing from you, Best regards, Michael Wood Export Manager Enc:2

LANGUAGE FUNCTIONS 1. 2. 3. 4. 5. Enclosing. We are pleased to enclose []. We have pleasure in enclosing/sending []. We enclose/are enclosing I am sending[]. Focusing attention. We/I would (particularly ) like to draw your attention to []. May I draw your attention to []. On pages [] you will find []. Offering We are offering []. We can offer []. We are able to offer []. Requesting information I/We would be interested in receiving information on/about []. I/We would like to receiving information []. Could/would please give us full details of []. I would like to know whether []. Requesting action(sending) Would /could you please send us []. I/We would be grateful if you would send us []. Please send us/me []. I/We would appreciate your sending [].

I/We would appreciate it if you could send [].

STYLE Specimen letters A and B are examples of formal letters since the writer and the recipient in each case have never met and this is the first time they have communicated with each other. On the other hand, the writer and the recipient of specimen letter C have already established a friendly business relationship and are on the first name terms. Consequently, the language used in this letter is less formal and includes the use of contractions.

6.

CASE STUDY

6.1 Debate: Comment upon the following case: Human Resources is a service department of Kirkwood Community College. Our purpose is to provide services in all areas of employment ensuring compliance with the legal requirements related to personnel and to promote personal and professional activities to enrich the quality of work life for all employees. Our department is responsible for the administration of the hiring process for all positions, full-time and part-time. This includes preparing job descriptions, running advertisements, administering the application process, reviewing applications for minimum qualifications, applicant correspondence, and maintaining applicant files. We perform equal employment/affirmative action review over the total hiring process and outcome. Our office also manages employee benefits, such as health, dental and vision plans, paid vacation, leaves of absence, long-term disability, retirement programs, tax-sheltered annuities, the flexible benefit program, educational salary adjustments, and COBRA. We maintain the Kirkwood Employee Handbook and administer the Colleges policies and procedures. Employee benefits, the Employee Handbook, and policies are reviewed thoroughly during the new employee orientation. Human Resources is involved with the development and administration of our staff development program, employee performance review program, employee recognition program, and College standing committees process. We may also get involved in other various activities; for example, employee counseling, advising supervisory/managerial staff, or processing surveys. Our office is located in Kirkwood Hall, Room 313. Our office hours are from 8 a.m. to 5 p.m., Monday through Friday. Feel free to stop by or call our office with any questions you may have with regard to employment at Kirkwood. Kirkwood's Mission: Identify community needs; Provide accessible, quality education and training; Promote opportunities for lifelong learning. The Kirkwood Foundation exists to bridge the gap between the needs and resources of Kirkwood Community College. The non-profit, tax exempt corporation was established in 1969 to raise funds to provide assistance to Kirkwood students who wish to enhance their lives through education and training. Our Students, our Success, our Spirit

As a local community college, Kirkwood changes lives in so many ways. Weve created a climate that encourages personal and academic growth by offering a variety of programs to meet the needs of our changing world. However, as more and more students arrive on our doorstep, the need for support increases. In reaching out to meet the varied needs of our student population, the Kirkwood Foundation encourages charitable giving by the private sector. Individuals, corporations, foundations and service organizations who choose to invest in the Foundation have a number of options: Provide funds for scholarships that can be named for a business or individual. Establish a memorial a gift in honor or in memory of a friend or loved one. Donate special equipment to enhance student training. Donate gifts of property or livestock. Name Kirkwood as a beneficiary in a will, trust, insurance policy, or annuity. Kirkwood is state-assisted rather than state-supported. Less than one-half of the operating budget is provided by state appropriations. State support is critically important, but it continues to decline as a percentage of the total operating budget. An Honor Roll of Contributors has been established to recognize our loyal Kirkwood supporters. Individuals and corporations that share their support are acknowledged in the Kirkwood Foundations annual Progress Report as follows: Presidents Council Trustees Circle Leadership Circle Deans Circle Pacesetters Eagles Club Blue & White Club Kirkwood Associates Kirkwood Friends $1,000,000 and above $500,000 - $999,999 $100,000 - $499,999 $10,000 - $99,999 $5,000 - $9,999 $2,500 - $4,999 $1,000 - $2,499 $500 - $999 $25 - $499

7.

TRANSLATION

Managerul de resurse umane face parte din acea categorie de brbai i femei crora le delegm putere i responsabilitate, iar dac sunt oameni capabili, vor dori s-i ndeplineasc sarcinile n propriul lor mod. Se pot face greeli, ns dac o persoan are dreptate, greelile nu sunt att de grave n final precum greelile unui manager care adopt un stil dictatorial i impune angajailor cum s i ndeplineasc sarcinile de serviciu. Manangementul critic, neconstructiv - descurajeaz iniiativa iar pentru noi este esenial s avem personal cu iniiativ pentru a ne putea dezvolta. Angajaii notri sunt cel mai valoros capital al companiei. Ei constituie sursa prin care obiectivele i scopurile companiei vor fi atinse. Prin urmare, managerii consider c este esenial asigurarea unei structuri organizatorice i a unui climat de lucru care:

respect demnitatea i valoarea indivizilor, prin ncurajarea celui mai nalt nivel de performan al acestora ntr-un climat de lucru corect, provocator, obiectiv i cooperant. Drepturile individuale sunt respectate. Este ncurajat comunicarea la timp i n mod deschis ctre i iniiat de angajai. Supervisorii i managerii sunt rspunztori pentru ndeplinirea sarcinilor de ctre angajai. ncurajeaz iniiativa fiecrui angajat oferind att ndrumri ct i libertatea de a lucra n mod creativ. Asumarea de riscuri i inovaia sunt necesare pentru dezvoltare. Ambele trebuie ncurajate i sprijinite ntr -o atmosfer de integritate i respect reciproc: prin plasare corect, orientare i dezvoltare. Responsabilitatea pentru dezvoltare revine att angajailor prin supervisor i manager ct i companiei. Ofer oportuniti egale pentru dezvoltare i recompenseaz n mod just personalul cu randament pozitiv. Evaluarea se face vis-a-vis de obiective, criterii legate de post i este recompensat prin recunoaterea i compensarea adecvat.

UNIT 10

BANKRUPTCY

1.

LEAD-IN DISCUSSION

1. Which are, in your opinion, the differences between personal bankruptcy and business bankruptcy? 2. Can you think of different points of view in analyzing the phenomenon of bankruptcy (e.g.: legislative, financial, social or economical aspects)? 3. Is business bankruptcy exclusively related to market-directed economies or can this phenomenon be also recorded in state-centered economies? Justify your answer by providing relevant examples. 2. READING

Read the following text about legislative aspects concerning individual bankruptcy in the United States of America: Bankruptcy is a process provided by Federal law that allows financially distressed individuals or businesses to have some or all of their debts eliminated. From a legislative point of view, there are certain chapters that deal with the phenomenon of bankruptcy. Chapter 7 is the most

common type of bankruptcy proceeding. It can be used by individuals or businesses alike. Chapter 13 bankruptcy is limited to individuals only. In a Chapter 7 bankruptcy proceeding, a court-appointed trustee divides the debtors property into exempt property and non-exempt property. Types of property that may be exempt are the debtors home, car, and household goods. There are dollar limits on each type of exempt property. For example the debtors vehicle might be exempt for up to $5,000 worth. If the vehicle is worth $15,000, but the debtor has paid $5,000 or less on it, the debtor may be able to keep the vehicle. The trustee will sell all of the debtors non-exempt property and use the proceeds to pay off the debtors unsecured creditors. An unsecured creditor is one who does not have a security interest in any of the debtors property as an assurance that the loan will be repaid. Examples of this would be credit card debt or a signature loan. Secured creditors are protected by their security interest in the debtors property (called collateral). If a debtor stops making payments, the secured creditor can take possession of the debtors collateral. Once the collateral is liquidated and distributed among the unsecured creditors, the remaining unsecured debt is discharged. However, some types of unsecured debt, including student loans, child support, and taxes, cannot be discharged, even in a bankruptcy proceeding. In a Chapter 13 bankruptcy proceeding, the debtor comes up with a plan to repay both secured and non-secured creditors over a period of three to five years. For the debtors who are behind on secured loans such as car payments or mortgages, Chapter 13 provides an opportunity to get caught up on payments. Chapter 13 may also be preferable for debtors with non-exempt property that they want to keep. In order to qualify for Chapter 13 bankruptcy, an individual must have income that exceeds the individuals reasonable living expenses. This implies that the individual has a means of repaying the past debts to creditors. The individual will not necessarily have to pay all of these debts in full right from the beginning, but may instead be allowed to pay as little as ten percent of some debts. Priority claims such as child support and taxes will have to be paid in full. At the end of the three to five year repayment period, the debtors outstanding debts are discharged. Reading Comprehension Say whether the following statements based on the text are true or false: a. Federal law sees that all debts should be paid by individuals and corporations affected by bankruptcy. b. A $ 7,000 worth car for which the debtor has paid the whole sum is most likely to fall under the category of exempt property. c. A signature loan provides no security that the creditor will receive his money back. d. Student loans and child support must always be paid in full, irrespective of bankruptcy proceedings. e. If an individual liable to going bankrupt and who wishes to keep an item of non-exempt property has to qualify for Chapter 13. f. According to Chapter 13, if an individual pays at least ten percent of all his debts right from the very beginning, it means that the remainder of all his debts is henceforth eliminated.

3.

LANGUAGE WORK

1. Match the following terms extracted from the text with their corresponding definitions: exempt property financially distress trustee proceeds security discharge a debt to get caught up on payments outstanding debts a. property that you promise to give someone if you cannot pay back your debts to them; b. debts which are not yet paid; c. someone who is legally appointed to take control of money or property in case of bankruptcy; d. to deliver necessary/ urgent payments which you have not been able to do until now; e. situation in which you have little or no money / poverty; f. pay off a debt; g. money gained from doing something or selling something; h. property that does not need to be sold in case of bankruptcy to cover the debts to creditors. 2. Derive collocations by matching the words in the two columns: bankruptcy to come up with to liquidate unsecured expense-exceeding signature non-exempt to pay off plan property income collateral creditor proceedings loan debt

3. MORE ON BANKRUPTCY: read the text and fill in the blanks with the following words: lien unsecured debts enjoined obtain a discharge liquidation debt relief be held in contempt automatic stay convene a meeting

Ban kruptcy is a proceeding in a court in which a debtor who owes more than his or her assets can receive_______________ by transferring his or her assets to a trustee or agreeing to reorganization of assets and liabilities. Usually, at least two years must elapse from the discharge of the bankruptcy before lenders will consider making a loan to someone who had declared bankruptcy. The_________________ is one of the most important features of contemporary bankruptcy law. Essentially all attempts to collect debts owing on the date a petition in bankruptcy is filed are automatically ____________. The stay extends to efforts by a creditor to improve its position by taking action allowed under state law, such as creating or making enforceable, a security interest in the property of the estate. Creditors who persist in their efforts to collect debts after a petition is filed may________________.

Within a reasonable time after the order for relief, which in the case of a voluntary bankruptcy is when the petition is filed, the trustee must _____________________of creditors. The creditors meeting is an important discovery device for creditors as the debtor must appear and answer questions under oath. The primary reason that a debtor files a Chapter 7 bankruptcy is to_________________ that gives the debtor a "fresh start" financially. A discharge operates to prevent creditors from collecting most debts existing on the date the petition in bankruptcy was filed. It is important to understand that the discharge applies only to_____________________. Secured debts are enforceable to the extent they are not satisfied in the bankruptcy proceeding. The law protects debtors from certain types of discrimination based solely on the fact that they have resorted to bankruptcy. For the most part, this protection is given only against discrimination by public entities. Moreover, that a debtor has been in bankruptcy or obtained a discharge in bankruptcy are factors that a creditor may consider in making a decision to extend credit to a debtor. Ordinarily, to share in a debtor's assets a creditor must file a proof of claim. Only claims that are allowed share in the distribution of the property of the estate. Although not expressly so stated, the trustee must settle claims secured by a valid and enforceable____________________ before any other claims are satisfied. Thus, secured creditors are preferred in a______________________. Secured claims are satisfied by turning property securing the claim over to the creditors or by selling the property and paying the creditors the value of that property. Task: Draw a list of the bankrupt debtors rights and responsibilities if he files a petition in bankruptcy as well as a list of the creditors rights and restrictions under the same circumstances.

4.

GRAMMAR STUDY Reported Speech---------Theory and Practice

When statements, questions, commands, requests and other utterances are reported, certain changes emerge in the reported phrase. When the utterances are reported later, with a reporting verb in the past, the original tenses move one step back in time. This basic rule can be thus summarized: 1) present tense simple 2) present tense continuous 3) present perfect simple 4) present perfect continuous 5) past tense simple 6) past tense continuous 7) future tense 8) future perfect tense 1) past tense simple 2) past tense continuous 3) past perfect simple 4) past perfect continuous 5) past perfect simple 6) past perfect continuous 7) present conditional 8) conditional perfect

The past perfect tense cannot move back in time so it stays the same. Conditionals and subjunctives which do not relate to time remain the same. If I had the time, I would visit the museum. He said that if he had the time, he would visit the museum. I wish I could remember the message. She said she wished she could remember the message Had you been waiting for long until George arrived? I asked her if she had been waiting for long until George arrived. Expressions of time and place can also change: here --------------------------- there now ---------------------------- then this ------------- ---------------that ago ----------------------------- before yesterday ---------------------- the day before tomorrow --------------------- the next day next Sunday ------------------- the following Sunday last week ----------------------- the previous week Sentences in reported speech are often longer than the original and may be combined by using connectors such as and, but, so, because or other linking expressions adding that, explaining that, etc. Orders and instructions change to an infinitive construction introduced by told, ordered, demanded. Dont say a word! He ordered me not to say a word.

The following auxiliary verbs always change: Can / cannot ------------could / couldnt May ---------------------might Will / shall--------------------would / should The following modals do not change when they are used with the following meanings: Might / could ( to express possibility or impossibility in the negative form) She said the child could/ might be in the garden. Should / ought to ( to express advisability or expectation) I told him he should be more careful. I announced them that he ought to have arrived by then. Must ( to express a conclusion) He said I must be joking. Must (not) / need not ( to express obligation or lack of obligation) She warned me that I mustnt contradict them. Did not need to changes to had not needed to, but neednt have doesnt change. When the reporting verb is in the present tense, the tenses in the reported utterance do not change. She says she has obtained a job in Paris and she is moving there next month. 5. BUSINESS SKILLS Making an appointment You are the manager of a small company whose financial situation has been rather bad recently. You want to find out if you have to go through the bankruptcy procedures, but you know practically nothing about the legislative aspects concerning bankruptcy. You contact a lawyers firm and, during a phone conversation, you briefly describe the situation of your company to a lawyer who is an expert on bankruptcy after which you arrange an appointment. Two students are needed for this role-play. One of them will enact the part of the client, the other one will enact the part of the lawyer. Make sure that the dialogue contains the following issues: specify the field of activity of the company; be very explicit and detailed about the financial troubles of the company; the lawyer should mention some previous similar cases he dealt with and the results he had. CASE STUDY

6.

1. Think of a Romanian corporation (bank, enterprise, Trade Company, etc) that has gone bankrupt recently. Discuss the case, enlarging upon the following factors: reasons for going bankrupt, how long bankruptcy procedures have lasted, social impact, local/national economical consequences. 2. Draw a comparison between personal and business bankruptcy by considering the text INDIVIDUAL BANKRUPTCY and the text below:

Business Bankruptcy No matter whether you own a dry cleaning company, are a stockholder in a mega software corporation, or share a chain of coffee shops with a partner, you have the option of declaring business bankruptcy if things start to go bad. Since businesses are large, complicated creatures, the rules that apply to personal bankruptcy don't apply in this case. There are leases, union contracts, stockholders and numerous assets to think about; all details that do not fit the individual's bankruptcy case. Business bankruptcy is declared by Chapter 11 - this is the chapter in the United States Bankruptcy Code that deals with company bankruptcy. The Federal Judiciary reports that 8,474 businesses filed for Chapter 11 in 2003. Chapter 11 is designed to allow the business to remain open and functioning while the court investigates its financial matters. A courtappointed committee of trustees inspects the company, and then reorganizes the business in such a way that eradicates any financial dilemma. A plan for this reorganization must be set and agreed upon by committees that represent both sides of the issue (the stockholders and the creditors) and then be approved by the judge before it can go into effect. Since businesses differ in type and size (some are sole proprietorships, some corporations, others partnerships) the amount of responsibility the individual has in the company's bankruptcy varies: with a sole proprietorship, the owner is linked directly to his or her business. This puts the owner's personal assets at risk should business falter. If the business starts to owe its creditors more than it can pay, the court may be able to liquidate some of the owner's assets in order to pay off the creditors. In the matter of a corporation, the owners, or stockholders as the case may be, stand separately from the business as far as personal assets are concerned. This way, the stockholders are protected from liquidation if the company declares bankruptcy. A partnership, on the other hand, is a blend of the first two. Although the partners exist separately from their partnership, they are allowed to use their personal assets as a relief measure to save their business. But this allowance also necessitates that business partners seek protection from having their assets assumed and liquidated by the court. Business bankruptcy hit the news headlines in 2002 when the telecommunications corporation, WorldCom, filed for bankruptcy after falling under due to fraudulent accounting matters. Take into account the following issues: 1) Chapter 11 and the legal particularities related to corporate bankruptcy; 2) how much personal assets can contribute to the paying off of debts, checked against individual bankruptcy 3) the variation in individual responsibility in case of company bankruptcy and whether this variation renders business bankruptcy more bearable than individual bankruptcy; 4) sum up the specific provisions of chapters 7, 11 and 13 in the Bankruptcy Code regarding legal procedures to be accomplished in the case of bankruptcy.

7.

TRANSLATION

Translate the following texts on bankruptcy into English. You may want to use the following terms: insolvent guarantor bankruptcy voluntary arrangement liquidation committee official petitioner to prove debts trustee in creditors committee

Falimentul are loc atunci cnd un debitor nu este numai insolvabil (adic incapabil s-i plteasc datoriile att numerar ct i la termen), dar a demonstrat c va fi incapabil s plateasc ntreaga datorie la orice moment din viitorul apropriat. n acest caz, un creditor poate, singur sau mpreun cu ali creditori, s fac o plngere justiiei. La audierea petiiei, justiia poate alege diferite opiuni. Poate emite un ordin interimar cu scopul de a verifica posibilitatea unui aranjament voluntar, poate da un ordin de faliment, caz n care se va numi un custode al falimentului, sau poate respinge petiia. Creditorii unui falit pot numi un comitet, cunoscut sub numele de comitetul creditorilor, pentru a aciona ca reprezentantul lor n timpul administrrii proprietii de ctre custodele falimentului. Rolul comitetului creditorilor este similar cu cel al comitetului de lichidare n timpul lichidrii unei companii. Un creditor care dorete s ia o parte din venitul unei proprieti falimentare trebuie s fac dovada datoriei. El va face aceasta prin prezentarea unei depoziii artnd un extras de cont lichidatorului oficial sau custodelui. Acest extras trebuie s fie detaliat i s furnizeze mijloace de verificare. Costul suportarii datoriei trebuie suportat de creditori. Dovezi duble nu sunt permise. Cu alte cuvinte, doi creditori nu pot dovedi aceleai datorii, dup cum aceleai datorii nu pot fi dovedite atat de creditor ct i de garant. ns un creditor ar putea dovedi datorii n dou falimente. Dovezile trebuie ordonate ntr-o perioad specificat. Dovezile pot fi admise, respinse sau reinute pentru mai mult consideraie.

UNIT 11

MERGERS, TAKEOVERS AND ACQUISITIONS

1.

LEAD-IN DISCUSSION

In the climate of increased trade liberalization and fierce competition and in the global marketplace, business combination becomes imperative, as the only solution left to enterprises if they are to stay competitive. Also, apart from serving the general aim of business, of expansion and diversification, this enables businesses to penetrate new markets, cut costs and achieve economies of scale. 1. Think of several familiar merger and acquisition cases and consider the parties involved and the respective companies position on the market before and after the process. In what way was their performance different? 2. Think of possible reasons for the successful or unsuccessful outcomes of attempts at business consolidation. 3. What are the economic and social implications of the M&A phenomenon (in terms of the companies involved, their employees, the market, the consumers, a countrys economy) ? 4. Are mergers and acquisitions the only form of business expansion? What other forms of business growth do you know? 2. READING

Following miserable years of painfully struggling along with only the ugly sisters of cost control and corporate governance for company, many a business have lately turned to alliances, with a sense of a change in fortunes and once again contemplating expansion. The recent spate of headline-grabbing mergers and takeover activity has swept across the globe with Europe along for the ride while it lasts. Some of Europe's marquee names, like the Swiss drugs maker Novartis and the French department store Galleries Lafayette, are center stage in the current round of mergers and acquisitions. The mood had already begun to lighten last year, the most active for mergers and acquisitions worldwide by value since the last wave broke in 2000. Back then, AOL and TimeWarner appeared to conclude the biggest corporate deal in history, a merger worth some 200bn, Tesco appeared to be stalking Marks & Spencer, Citigroup was swallowing another merchant bank, Mannesman was trying to fight off a bid by Vodafone, and the pharmaceutical companies Glaxo-Wellcome and Smith-Kline Beecham had meshed to create the United Kingdom's biggest corporation. For the executives ecstatically celebrating these deals, this consolidation was great news, although everyone else was left much at sea. Surely it could not be long before the world's big companies would recognize again the inexorable logic of 'synergistic rationalization'' and of fusing together to form a single corporation. The recently proclaimed union of some of the worlds most respected firms Procter & Gamble tying the knot with Gillette, Ma Bell (AT&T) being oedipally swept off her feet by her own Baby Bell, SBC have freshly given the urge to restore the respectability seriously damaged by so many previous marriages crashing so soon and so spectacularly on to the rocks.

Not only that diversification on both sides of the Atlantic in the 1970s ended in breakups, but the merger wave in the 1990s was just as damaging, showing that lessons had not been learnt and that history would repeat itself. In January it will be four years since Time Warner - the group owning cable networks, Hollywood studios, publishing and music stunned the industry by agreeing a merger with America Online, the Internet business. The company has since been overshadowed by record write downs, management upheaval, formal investigations of AOL's accounting practices, stock price turmoil and the resignations of the merger's chief architects. Gerald Levin quit as chief executive two years ago and Steve Case, AOL's founder, surrendered the chairman's role to Mr. Parsons this year. A series of articles in The Washington Post in 2002 about the business practices at AOL and AOL Time Warner depicted the takeover of the old media giant Time Warner by the upstart Internet company America Online as a theft and con job: a merger that was supposed to be ''the signature moment of the new economy'' but that ended up as a debacle for virtually everyone concerned, including thousands of employees and stockholders. It was an arranged marriage, based on AOL earnings that were inflated through a series of aggressive and ''unconventional deals'' that distorted advertising revenues, a marriage that AOL's chief, Stephen M. Case, pursued vigorously in 1999, when it seems he was already privy to confidential reports, in Mr. Klein's words, that his company's ''pipeline of future, big advertising deals was projected to slow in volume and revenue.'' The AOL-Time Warner merger not only resulted in a disastrous culture clash between the companies but was also financially troubled from the start. Whether the current wave of mergers could produce a happier ending than its predecessors is however debatable. Many of the past disastrous mergers have been the result of a chief executives excessive ambition (as in Daimler boss Jurgen Schrempps purchase of Chrysler) or of his desperation (intense pressure on the Time Warners Gerry Levin to embrace the Internet led to the merger with AOL). In the past few years, the hostility to M&A from investors and outside directors has been so bitter that the typical boss would sooner have proposed giving up his corporate jet than doing a merger. These days however, booming profits, strengthened balance sheets and implemented corporate-governance reforms prompt the investor to ask the boss not what he is doing to get the firm back on track but how he plans to expand it. In this environment, a merger proposal may, once again, be enthusiastically received. Success will still depend on the bosses willingness to curb their imperial ambitions enough to propose only deals that truly make business sense and on boards and investors mustering the courage to question a bosss merger plans thoroughly, or conversely, not putting him under such pressure that he proposes a merger out of desperation. Even if the balance of power is healthier than before, it remains to be seen whether shareholders or chief executives, acting together, are better able to spot the differences between a faddish merger and a useful one. 2.1. Reading Comprehension a. Why does the author speak of the businesses sensing a change in fortunes? b. Why are institutional investors not sharing the business peoples enthusiasm about the new increase in M&A? c. What are the examples used in the text as evidence of the consolidation boom? d. What is the merger case that would dampen the should serve as a warning to companies planning expansion? e. How does the author explain the failure of the Time Warner-AOL merger?

f. According to the author, where does the main responsibility lie in the case of failure of a merger agreement? g. In the text, what are corporate unions compared to and why? Try to identify in the text expressions to illustrate this comparison. 3. LANGUAGE WORK

3.1. Match up the following words with the definitions below: marquee (names) conclude (a deal) mesh fight off write-down debacle galvanize (culture) clash faddish private equity the thrill of the chase booming (profits) chief a. caused by widely-shared intense enthusiasm for something, especially one that is shortlived; b. bring into harmony; c. leading, foremost; d. part of the share capital of a company owned by ordinary shareholders; e. a person or organization that has risen suddenly to wealth or high position, especially one that behaves arrogantly; f. a reduction in the estimated or nominal value of an asset; g. shock or excite somebody, especially into taking action, h. the excitement derived from seeking something desired, especially a romantic relationship; i. having a period of rapid growth (or high prosperity); j. sudden or ignominious failure; a fiasco; k. formally and finally settle or arrange (a treaty or agreement); l. defend against an attack by somebody or something; m. violent confrontation, incompatibility leading to disagreement. 3.2. Rephrase the following sentences using the words in brackets, so that the meaning remains unchanged: a. The arrogant nobodies would challenge the legitimacy of his rule. (upstart); b. The locals have left their home town following the unstoppable flow of holidaymakers. (spate); c. Their marriage is going through insurmountable difficulties. (rocks); d. His bad manners will often outweigh his qualities. (overshadow); e. The government grants reduction of the taxes to help shore up the ailing airline industry. (relief); f. Theyre negotiating an association with their main rival.(tie-up); g. Using bright colors in his paintings is his distinctive characteristic. (signature); h. He was no longer in on her innermost thoughts. (privy); i. This is the biggest channel supplying drugs in history. (pipeline); j. For merged firms success will become ever more difficult to achieve. (elusive); k. Theres is however one small drawback in your plan. (snag) 3.3. Match the words to do with business expansion on the left with their definitions on the right: a. integration 1. combination of companies under the same control for their mutual benefit (reducing competition, saving

b. backward integration (vertical) c. synergy d. alliance/ joint venture e. group (of companies) f. diversification g. subsidiary h. conglomerate i. horizontal (lateral) integration j. merger k. acquisition/ takeover

costs by reducing overheads, capturing a larger market share, pooling technical or financial resources, cooperating on research and development). 2. the links that bring organizations together, thereby enhancing their ability to compete in the market place. 3. the increased power, effectiveness or success achieved by two or more companies combining and working together, as compared with the total power achieved by each working separately. 4. the selection of the senior officers of the organization and their conduct and relationship with owners, employees and other stakeholders. 5. the combining of two or more firms to create a new more effective or coherent entity. 6. the business merges with or takes over other businesses that carry out the same stage in the production process or produce similar products or services; they are therefore competitors. 7. a company merges with or takes over its suppliers (companies which supply it with raw materials or necessary products.

8. the combining of two or more commercial organizations into one unit to share costs, increase efficiency and avoid competition; amalgamation. l. consolidation 9. the buying of one company (the target company) or most of the shares in it, by a person or another m. forward integration company (the bidder); assumption of control of a (vertical) business; buying-out. 10. a company merges with or takes over the concerns n. holding company/ that provide the next stage in the production process parent company (buy its products and services), the points of sale. 11.a business activity in which two or more people or o. co-operation organizations work together (they remain separate companies). p. corporate 12. a holding company together with any subsidiary governance company in which it owns more than half of the share capital. q. demerger 13. the separation of a large company into two or more smaller organizations, particularly as the dissolution of r. divestment an earlier merger, with some parts possibly being sold to outside investors. s. rationalization 14. a company of which at least half the share capital is owned by another company, called the parent or the t. core competencies holding company. 15. movement by a company into producing or selling u. interest / stake / a wider range of products or services. holding 16. making changes in an organization in order to increase efficiency; make (a company) more efficient by reorganizing.

17. the leading company of a group that holds all or more than half of the shares of the other companies. 18. the shares that one investor has in a company 19. the action or process of selling off subsidiary business interests or investments 20. the distinctive group of skills and technologies that enable an organization to provide particular benefits to customers and deliver competitive advantage. Together, they form key resources of the organization that assist it in being distinct from its competitors. 21.a large corporation formed by the merging of separate and diverse firms

4.

GRAMMAR STUDY

Verb complementation Infinitive and Gerund Read the following sentences from the text Tying the Corporate Knot and identify and explain the use of infinitive and gerund. The mood had already begun to lighten last year. Back then, AOL and TimeWarner appeared to conclude the biggest corporate deal in history, a merger worth some 200bn, Tesco appeared to be stalking Marks & Spencer. Back then, AOL and TimeWarner appeared to conclude the biggest corporate deal in history This super-aggressive deal making of course helped undermine many of the fledgling dotcoms that AOL was doing business with and eventually resulted in blow-back, as many of those failing companies ended up being unable to pay their AOL bills These days however, booming profits, strengthened balance sheets and implemented corporate-governance reforms prompt the investor to ask the boss not what he is doing to get the firm back on track but how he plans to expand it. Success will still depend on the bosses willingness to curb their imperial ambitions enough to propose only deals that truly make business sense and on boards and investors mustering the courage to question a bosss merger plans. Linking a bosss reward to his firms share price was supposed to deter him from planning/ carrying out mergers that destroyed shareholder value. Even if the balance of power is healthier than before, it remains to be seen whether shareholders or chief executives, acting together, are better able to spot the differences between a faddish merger and a useful one. Verbs followed by the infinitive 1. the following verbs are followed by the to-infinitive: agree, ask, choose, decide, demand, deserve, fail, hasten, hope, long, manage, neglect, offer, pay, plan, pledge, pretend, promise, refuse, resolve, seek, struggle, threaten, vow, want, wish, expect, appear, seem, happen (the verbs in italics can be used with an impersonal that-clause: It seems someone has made a mistake./ There seems to have been a mistake.)

2. a. with some verbs, the subject of the infinitive may be different from the subject of the main verb, and if so it must be expressed: expect, mean, intend, want, wish, prefer, hate, like, love (They wanted him to attend the conference.) b. with some verbs, the subject of the infinitive is preceded by the preposition for: arrange, hope, long, prepare, ask, wait (I arranged for the plumber to come tomorrow.) 3. some verbs are used with an object before the infinitive: advise, allow, challenge, defy, enable, encourage, forbid, force, inspire, instruct, invite, lead, leave, oblige, order, permit, persuade, recruit, remind, teach, tell, train, urge, warn. 4. some verbs are followed by the bare infinitive (without to): let make, help (optional in the affirmative), know: Ive never known him (to) arrive late at work. 5. some adjectives are followed by the infinitive: a. anxious, eager, careful, afraid, determined, prepared, ready, reluctant (a different subject of the infinitive is introduced by for: Shes eager for her party to be well received.) b. advisable, important, necessary, vital: Its important (for you) to be there. c. agreeable, amusing, boring, difficult, easy, hard (This book is difficult to read.) 6. the infinitive appears after certain nouns which correspond to verbs: decision, wish, refusal, surprise, change (His refusal to sign the deal took us by surprise.). However, some nouns derived from verbs are followed by preposition and the gerund (There is still hope of coming to terms on this.) or can be followed by both (The pleasure to be here/ of being here made me realize the benefits of leisure/ country living.) 7. the infinitive appears after certain nouns derived from adjectives: determination, eagerness, willingness (to help). However, some of them are followed by preposition and gerund: (Your kindness in offering your home to strangers wont be forgotten.) Verbs followed by the Gerund 1. As a subject, the gerund appears more often than the infinitive and it is used for making general statements: Finding employment is difficult these days.) 2. certain verbs are used only with the gerund: admit, appreciate, anticipate, contemplate, detest, dislike, dispute, endure, escape, excuse, cant face, fancy, forgive, hate, hinder, imagine, involve, mention, mind (object to), miss, pardon, prevent, resist, understand, cant bear, cant help, cant stand (if the subject of the gerund is different from the subject of the main verb, it is expressed either as an accusative or a possessive noun or pronoun): I remember him/ his arriving early. 3. certain adjectives: bored, busy, happy, tired, occupied: Im bored attending so many meetings. 4. certain nouns: a catastrophe, a disaster, a mistake, a pleasure: Its a catastrophe them/ their deciding to lay off so many workers. 5. verbs followed by prepositions: look forward to, get round to, object to, be committed to: The company is committed to optimizing the use of the production centers.; They objected to borrowing money from a bank.

6. certain fixed expressions: its no good/ use,/ little use, its not/ hardly worth, theres no/ theres no point in, spend money/ time (Its no use arguing.) 7. the -ing form representing the present participle follows sense verbs: hear, listen to, notice, see, watch, feel, smell; the present participle is used to refer to an incomplete action in progress (somebody saw, heard a part of the action), whereas if followed by the infinitive, these verbs describe a complete action (the subject sees, hears the whole action). I watched them leave their home in disgrace. (from start to finish) / I watched him leaving secretly. (the action was in progress). Exceptions Some verbs can be followed by both the infinitive and the gerund with a difference in meaning: 1. with begin, start, continue, attempt, intend, omit, cant bear, there is little difference in meaning: I cant bear traveling/ to travel so much. 2. with dread, hate, like, love, prefer, the infinitive is used to refer to a specific (future) situation whereas the gerund: implies that the action is in progress or is existing in general: She hates being bossed around. (in general)/ I hate to part with my friends. 3. remember, forget, regret, the infinitive is used to refer to a future situation (as seen from the present or from the past), while the gerund is used to refer to a past one: I regret giving in to pressures during the negotiation./ I regret to tell you that our application for a loan has been turned down. 4. try is followed by the infinitive with the meaning to make an effort and by the gerund with the meaning to experiment: You must try to make her see our point./ I tried talking to her, but that didnt work either. 5. stop is followed by the infinitive when it refers to purpose and by the gerund with the meaning: On the way to work, we stopped to talk to some colleagues. 6. go on is followed by the infinitive when it refers to doing something different, and with the gerund when it implies continuing the activity without interruption: After setting the agenda for the meeting, the board went on to discuss the terms of the transaction./ They went on talking until late at night. need, require the gerund is used in alternation with the passive infinitive: The room needs redecorating. 7. some adjectives and nouns can be followed by both the infinitive and by a preposition and the gerund, although sometimes there are differences in meaning: Im interested to know how you did in the interview. (it interests me)/ Im interested in getting a job in advertising. (I might do this.) With luck, Ill have the chance to meet/ of meeting my favourite painter. (little difference) Im sorry for not being of any help. (Im sorry for what has happened.)/ Im sorry to bother you. (Im sorry that Im going to bother you.)

8. it is/ was + adjective + of (sb) with little difference in meaning: It was very kind of him supporting/ to support her like that.

4.1. Complete the following sentences with the infinitive or the gerund forms of the verbs in brackets: a. Consolidation will help the company more heft. (to give); b. Industrial restructuring aims .. large chinks of industry under pressure and .. and . shareholder value. (to consolidate, to refocus, to improve); c. Foreign companies are keen .. a foothold in Polish market via acquisitions. (to cement); d. Making acquisitions is the quickest way a new client base and new markets. (access); e. The rising chorus of objections ......... former monopolies . abroad is justified by the imperfections in the European market for corporate control.; f. EMI considered a deal with BM6 after the EMI-Time Warner merger collapsed.(make); g. One reason for concern is that American companies continue . the Internets underlying network structure. (dominate); h. In the eyes of many analysts, DT risked . if it didnt make a major acquisition soon. (be taken over); i. The Federal Communications Commission has the opportunity .. greatly the telecommunications industry by deciding whether or not to let major mergers . . (influence, go ahead) 4.2. Rephrase the following sentences using the words in brackets so that the meaning of the sentence doesnt change: 1) Im hopeful that Ill be working in a new job soon. (hope); 2) I think its their duty to tell about things as soon as they happen. (expect); 3) Everybody knows that he is a cunning businessman. (be known); 4) AOL thought about agreeing to the merger proposed by Time Warner. (contemplate); 5) We dont think well be moving to larger premises until the end of the year. (anticipate); 6) She suggested that we went ahead with the merger. (propose); 7) Carrying on ineffective discussions is pointless. (worth/ point); 8) I never use hostile takeover tactics to acquire a company. (avoid); 9) Its quite improbable that he could give in to pressures. (imagine); 10) Our employers cannot possibly cope with such a heavy workload, so I think that we should take on extra staff. (find); 11) I am certain hell make this company a success. (certain); 12) Carrying out a merger would mean that we must make some of our staff redundant. (involve); 13) Small companies strongly dislike the fact they are often subject to hostile takeovers. (resent); 14) He doesnt think there will be problems. (foresee); 15) For some employees the major changes affecting their company after a takeover are difficult to understand. (difficulty); 16) Hed rather be open than hide facts. (prefer);

17) For a couple of months, the company stagnates. (start); 18) They made efforts to interest the investors in assisting them to prevent a hostile takeover. (try, help); 19) I could have used the benefits of your experience yesterday. (like); 20) I am sorry you have lost your job. (regret) 5. BUSINESS SKILLS

Among the most important skills in negotiation are: stating aims, signaling (drawing attention to what youre about to say), focusing the discussion, checking understanding, summarizing and ending the negotiation. Read the following dialogue between the directors of soon-to-bemerged businesses as they are negotiating the terms of the merger agreement and also discussing ways of tackling the thorny issues involved in the planned merger. Identify in the dialogue examples of expressions common in negotiations using the clues given below: What we need to decide is.. We would like to reach an agreement on What we hope to achieve is. Wed also like to discuss.. Lets establish some common ground. Signaling Id like to make a suggestion. I think that we should. I want to ask a question Focusing the discussion The key issue here is One thing I want to look at is What we need to talk about now is We now come to the most important phase of our discussion. Checking understanding Sorry, could you repeat that? Are you saying that .. ? So what youre saying is that Summarizing Can we just summarize the points weve agreed so far? Ok, so were agreed Have I got this right? As we agreed, we will handle.. Ending the negotiation I think we covered everything. OK, its a deal. We can shake on that. A: Speaking for the member of the MPT board of administration, I would like to begin by expressing my confidence and high expectations that this consolidation will be of great mutual benefit to our companies, as Im sure youll agree. Saying that, Id like to add however that making this merger a success is down to us, and what I hope to achieve is to make sure that nothing is allowed to jeopardize the projects chances of success, that all the aspects involved are considered carefully and that the possible pitfalls are tackled before them doing any real damage. As you know, much is riding on soft issues, on dealing with the employees who as a rule expect radical changes to happen a part of a merger, particularly one this size. Actually this is the most contentious point of mergers. Stating aims

B: Id like to make a suggestion. As you know we ourselves resulted from a merger between DuPont and Conoco companies and if I could draw on my experience from back then, I think that the key is effective management of human resource issues, effective communication between employers and employees and the latters having all aspects explained to them, so as to allay their possible fears. A: Well, actually the employers must address employees' concerns and the transaction's soft issues in a rigurous project management basis. But what you are saying that communication is of great importance when it comes to people losing their jobs, that employees will accept massive changes if they are told what is happening before the event itself, isnt it? B: Thats exactly what Im saying, and they also expect to be fairly treated when the agreement is implemented. There will of course be duplicate functions, some jobs are inevitably going to be shed, however the people to be made redundant must be notified some time before the planned merger and provisions must be made for their compensation. A: OK, so were agreed that the human resource function plays a major role in overseeing the raft of redundancies, possible relocations and changes of working practices and corporate culture that are inherent in a merger. We must manage employee expectations, plan, tell them about the future, then implementing as communicated. Now, on that note I would like to go to the next item on the agenda and probably the most important phase of our discussion, and first of all I would like to stress that many mergers suffer as a result of a badlyrun implementation process. We must manage the introduction of a common management style and of the new corporate culture, as well as establishing workload issues. B: So what youre saying is that such differences might threaten the integrity of the newly formed company? A: Thats right. Incompatible views on how the new company should be run, lack of decision-making control have been known to seriously compromise such business partnerships. B: Well, in this sense, I would like to make a suggestion. Since it is known that our company has a higher profitability, it is probably advisable that the management team of DuPontConoco assumes management of the merged entity. A: Weve given this a lot of consideration and we agree that such a change might improve the financial standing of the company and turn it around into a formidable player by making better use of its assets. And finally gentlemen, what we need to talk about is the financial side of this merger agreement so as to put an end to possible disagreements on the financial benefits and on sharing the profits of the merged company. B: Well, as we know, the MPT shareholders have become majority owners of DuPontConoco, that means that they have controlling interest and that in this respect, everything is agreed by both parties and that further problems are A: OK, I think that we covered the main issues on our agenda for todays meeting, and Id like to thank you again for your cooperation and useful input. 6. CASE STUDY

Sheraton Hotels represent a famous hotel chain acquired by the former ITT corporation, a conglomerate with operations spanning the globe with an impressive array of businesses (insurance, hotels, industrial products). The conglomerate made more than 250 acquisitions and had 2,000 working units. However the doomed fate of a merger with ABC abandoned due to resurgent national sentiment against conglomerates, the poor handling of several antitrust cases and the subsequent recession caused the ITT stock to plummet. Although it was soon subjected to a plan of divesting and reorganization into more

manageable segments, the following hostile bids and the cheap stock led to its breakup into five publicly traded companies with a view to achieving more focus. However, after the breakup, Sheratons stock began to languish, and it continued to do so for several consecutive years. Sheraton Hotels continued to have a relatively profitable business operating a topquality/ first-class hotel network, although it still had a stagnant enterprise. Recently the powerful Hilton Hotels chain made a hostile takeover offer for the company. The Hilton group of hotels, operating internationally, is interested in further growth and profitability resulting from synergy by expansion and by covering a wider customer base, as well as in a way of eliminating competition and benefiting from the Sheraton assets. The management see the Sheraton Hotels as undervalued and are interested in holding shares of this company which has to the potential to deliver solid gains on owners. The management of Sheraton Hotels recognize the possible problems having hindered the business so far, which were not conducive to growth and which have made it vulnerable to the takeover offer as well as the necessity of making the business more lucrative. The rival chain is prepared to offer 20% over the market price, although the management and shareholders are aware of the value of its intangibles (brand name, traditional image, exclusivity) which put the chain in a class of its own. Sheraton and Winston Hotels Profile exclusive, five-star hotels catering for the upmarket sector top-quality local cuisine venerable brand name 110 hotels network all over the country 40m turnover six months ago as compared to 37m one year ago The Starwood and Winston Hotels are a middle-range chain, providing high-quality service for middle-income groups. The hotel has been very profitable for the last couple of years, and lately had been seeking opportunities for expansion, for mergers or acquisitions especially of upmarket hotel chains that would enable them to gain access to the affluent, expensive and highly profitable segment as well as enabling it to benefit from using a renowned brand. Starwood Corporation - Starwood and Westin Hotels - Profile three- and four-star hotels mixed clientele in the medium income bracket affordable rates modern brand 45 hotels located mainly in the south-east region of the country 20m turnover last six months as compared to only 16m a year ago The directors of Sheraton Hotels recognize the strategic importance of expansion and consolidation as possibly the only way of increasing their competitiveness and continuing to be a major player on the hotel business market. Although aware of the second-rate victory that offers them the easy way out of the corporate war, they are actually contemplating a merger with this smaller company, the Starwood Corporation as both a means of fending off the

imminent threat of the unfriendly takeover by Hilton Hotels and of tapping into a broader marketplace and gaining effective access to new and wider market segments. The directors of Sheraton Hotels have called up a meeting to discuss the possible ways of outmaneuvering competition and achieving consolidation by a merger with Starwood and Winston Hotels and the possible aspects involved in such an enterprise. They are going to consider the project in terms of its profitability, efficiency, the shareholders interest. Task: Imagine you are attending the meeting in question and imagine how you would negotiate the deal if you were representing Sheraton Hotels / Starwood and Winston Hotels. What would be consider to be the strong points that would make your hotel attractive as the object of a merger? What other aspects would you consider important to negotiate (redundancy, management, location?) Write two reports; each analyzing the implications of a merger, the first one from the standpoint of a long-established company joining forces with a new, modern one as compared to those for a new, smaller company merging with a well-known but relatively stagnating business? Would a merger-of-equals be more beneficial or should there be a dominant partner in the merger? What party would stand to gain more from it?

7.

TRANSLATION

Cea mai uoar sarcin n management este s cumperi o alt firm. Trebuie doar s identifici inta, s calculezi ct trebuie s plateti , si s lansezi oferta. Este, adevrat, pot aprea complicaii. Cealat parte se poate opune, mpingndu-v ntr-o lupt de preluare costisitoare. E posibil ca investitorilor s nu le plac propunerea d-str. Dar pentru ca unii investitori (din firm ce formeaz obiectul prelurii) vor avea de ctigat, nu vei aciona ntruun climat total ostil. Uneori poi spera s nchei tranzacia n uralele tuturor, dei alteori uralele se pot shimba n huiduieli. Nu este nimic greit n a cumpra o firm n principiu. Unele dintre scopurile perfect acceptabile sunt achiziionarea unei noi cifre de afaceri (i probabil a unor clieni noi), obinerea de facilitate noi, de la fabrici pn la magazine, adugarea de produse noi, achiziionarea unei tehnologii noi, accessul la piee noi de desfacere. Toate aceste scopuri ludabile ar putea fi atinse prin cretera organic, dar achiziia este mai rapid i mai uoar cu condiia s respeci regulile. Orice nelegere ar trebui s fie n stare s treac de teste riguroase. Cei care se doresc a fi cumprtori, indiferent de mrimea comapaniei care cumpar sau a celei cumprate, trebuie s rspund la o serie de ntrebri, dintre care ntrebarea despre ct de repede poate fi integrat achiziia i ct de repede va deveni funcional i ct de repede va produce beneficii. Dac cumperi pentru a ctiga timp, nu are rost s te angrenezi ntr-un process de integrare costisitor.

UNIT 12

PUBLIC RELATIONS

"There are a million definitions of Public Relations. I have found it to be the craft of arranging the truth so that people will like you." (Alan Harrington, Life in a Crystal Palace) Lead-In Discussion What is your background knowledge of the PR industry? How would you comment the motto of this chapter? What do you believe the role of PR to be in the business environment? How would you comment Bill Gates assertion: If I was down to my last buck, I would spend it on PR? e. Do you think there are significant differences between advertising and PR? What would they pertain to? f. Do you know of particular crisis situations when PR departments were of outmost assistance? 2. Reading Relationship Building Some are born great, some achieve greatness, and some hire public relations officers. (Daniel J. Boorstin, Pulitzer-prize winning author) The primary role of public relations is to manage a companys reputation and help build public consent for its enterprises. Todays business environment has become so competitive that public consent can no longer be assumed; it must be earned continuously. The term public relations is widely misunderstood and misused. Part of the confusion is due to the fact that public relations covers a very broad area. Depending on the context and on ones point of view, it can be a concept, a profession, a management function, or a practice. For our purposes, we define public relations (PR) as the management function that focuses on the relationships and communications that individuals and organizations have with other groups (called publics) for the purpose of creating mutual goodwill. Failure to do so may entail loss of customers and revenues, time lost dealing with complaints and lawsuits, and loss of esteem (which weakens the organizations brand equity as well as its ability to secure financing, make sales and expand). A companys publics change constantly. As soon as word of Firestones defective tires got out (following accidents in the autumn of 1999), the companys publics multiplied rapidly. In addition to Firestones own customers, there were now Ford Explorer drivers to deal with. There was the local, national and international press, all wanting interviews. Lawyers for the accident victims paid close attention to everything Firestone did and said. Frustrated auto owners, whom Firestone had never dealt with before, needed help finding replacement tires. Members of Congress and federal regulators such as the National Highway Safety Administration wanted to conduct investigations. Retailers who sold Firestone tires suddenly wished they sold Goodyear. And other publics had their own axes to grind. 1. a. b. c. d.

The powerful effect of public relations is transparent not only in times of crisis, but it also holds true for major policy decisions: changes in management or pricing, labor negotiations, introduction of new products, or changes in distribution methods. Each decision affects different groups in different ways. Effective public relations can channel groups opinions toward mutual understanding and positive outcomes. The difference between advertising and public relations covers various layers. Firstly, many public relations communications, like publicity, are not openly sponsored or paid for. People receive these communications in the form of news articles, editorial interviews, or feature stories after the message has been reviewed and edited filtered by the media. Since the public thinks such messages are coming from the medium rather than a particular company, it trusts them more readily. As far as building credibility goes, public relations is usually a better approach. However, while advertising is carefully placed to gain particular reach and frequency objectives, PR is less precise. Public relations communications are not easily quantifiable. In fact, results gained from public relations activities depend greatly on the experience and skill of the people executing it. Moreover, editors wont run the same story again and again, but an ads memorability comes from repetition. While PR activities may offer greater credibility, advertising offers greater awareness and control. This is why some companies choose to relay their public relations messages through corporate advertising. Another major difference between public relations and advertising is the orientation of professional practitioners. Advertising professionals see marketing as the umbrella process companies use to determine what products and services the market needs and how to distribute and sell them. To advertising professionals, advertising and public relations are good news marketing tools employed in order to promote sales. Public relations professionals take a totally different view. With their background typically in journalism rather than marketing, they believe public relations should be the umbrella process. They think companies should use PR to maintain relations with all publics, including consumers. According to Inside PR magazine, Public relations is a management discipline that encompasses a wide range of activities, from marketing and advertising to investor relations and government affairs. To PR professionals, public relations should be integrated corporate communications, which is certainly broader than what most people consider integrated marketing communications. When PR activities are used for marketing purposes, the term marketing public relations (MPR) is often used. In support of marketing, public relations activities can raise awareness, inform and educate, improve understanding, build trust, make friends, give people reasons or permission to buy, and create a climate of consumer acceptance usually better than advertising. Marketing strategists often believe the best way to build a brand is through publicity a PR activity. We could cite numerous examples of leading companies that achieved their cachet with relatively little advertising but extensive publicity: Starbucks, The Body Shop, Wal-Mart, etc. In an integrated marketing communications program, advertising and MPR need to be closely coordinated. Many ad agencies now have PR departments for this very purpose, and many have communications departments that manage both advertising and PR. To conclude, PR efforts may rally public support, obtain public understanding or neutrality, or simply respond to enquiries. Well-executed public relations is an ongoing process that molds long-term relationships and plays an important role in relationship marketing and integrated communications. (adapted from William F. Arens. Contemporary Advertising, 8th edition. New York: McGrawHill, 2002)

2.1 Decide whether the following statements are true or false. a) The effect of PR is visible only in periods of crisis. b) PR is restricted to news articles, editorial interviews, or feature stories. c) Public relations activities can raise awareness, inform and educate, improve understanding, build trust, make friends, give people reasons or permission to buy, and create a climate of consumer acceptance. d) Publics trust advertising more than they trust PR.

2.2 Match the following terms to their definitions. a) publics b) public relations c) MPR d) corporate communications e) brand equity f) B2B g) B2C h) media relations 1) involves gaining press coverage in the vast number of national newspapers and consumer magazines available. Gaining good coverage requires creativity to ensure the right message is heard above the general noise of stories. 2) carefully selected groups of people that a company seeks to influence; for example stockholders, stakeholders, opinion leaders, customers, legislators, media, employees, suppliers etc. 3) public relations for a corporation, integrated as part of the company's strategic and business objectives. As opposed to market focused or segmentation PR. 4) the intangible, but real, value of words, graphics or symbols that are associated with the products or services offered by a business. For a particular business it is similar to the goodwill of an enterprise. 5) PR used for marketing purposes. 6) the function of gaining positive media attention and coverage. 7) a company that markets to other businesses is in the business-to-business sector. It is focused on reaching a business audience and therefore uses specialist and vertical market media. The agency is often required to have specialist knowledge of the clients market in order to maximize effective coverage. 8) the function of creating and maintaining a public image, identity and company reputation to develop public confidence. It aims to positively influence opinion and behavior. It influences what a company does and says and what others say about it. Information is disseminated via the media, which provides a vehicle to the target publics. 3. Language Work

Collocate the following terms with public relations and then match the resulting terms with their definitions below. crisis; financial; internal; proactive; reactive; consultant; plan

1) the policy of responding to circumstances situations or events after it has happened, being also considered to be defensive PR activity. 2) specialist PR service that communicates with shareholders, security analysts, institutional investors, stock exchanges, etc. on behalf of a publicly listed company. It requires expertise in stock market regulations and company law and necessitates the consultant to create and maintain investor confidence and build positive relationships with the financial community. 3) independent professionals who provide public relations guidance and are either freelance or work within a PR agency. 4) a company communicating to its employees in a strategic fashion. 5) planned and aggressive public relations and entails anticipating events, circumstances, or situations that expose opportunities for further promotion. 6) the communications campaign that is implemented when a potentially negative situation arises for a company. It requires planning and forethought and a good consultant will ensure that the potential areas liable to suffer any damage are thought out in advance and planned for. 7) a document that details specific actions to achieve a public relations result, based on goals objectives, strategy and actions. Collocate the following terms with media and then match the resulting collocations with their definitions below. relations alert kit coverage policy

a. This is a very short item, usually about a paragraph long, that alerts journalists to an b.

c. d. e.

event or other important information. The relationship between the company and all the various media of communication. PR practitioners develop ongoing communications with the media to seeking publicity or as response to incoming interest in client. A companys directive as to how company representatives will communicate with the media. Mention in the media of a company, its products or services. A collection of editorial and promotional materials distributed to the media about a person, product, or company. Journalists use these materials to learn about the subject since this is an invaluable aid in generating print media publicity.

Study the various meanings of the phrasal verb bring, then fill in the sentences with the appropriate forms. bring about (to accomplish, to cause to happen) a pricinui, a cauza, a aduce cu sine. bring along/on (about tutor, coach; help, encourage to develop) a ncuraja, a promova. bring around/round 1. (to convince of a belief or opinion, to persuade) a convinge, a converti pe cineva. 2. (to restore to consciousness, as after a faint) a readuce pe cineva n simiri, a face s i revin. 3.( to bring as a visitor) a aduce pe cineva ca vizitator. bring back 1. (to cause to return; to give back) a restitui; a aduce napoi. - 2. (remind of) a reaminti, a aduce aminte de.

bring down 1. (to injure, capture or kill) a ucide, a dobor. 2. (to lessen, to reduce) a micora, a reduce. 3. (to cause to be in low spirits, to depress) a demoraliza, a dezndjdui pe cineva. bring forth 1. (to produce, to bear, to give birth to) a aduce cu sine, a da natere la, a cauza.. 2. (to give rise to; to introduce) a prezenta, a propune. bring forward 1. (to bring to view, to show) a arta, a aduce la iveal. 2. (to present for consideration) a prezenta, a pune n discuie. 3.(advance, transfer to an earlier date) a devansa, a grbi. bring in 1.(to yield, as profits or income) a aduce un venit, etc. 2.(to present, to submit) a prezenta, a nainta, a supune ateniei. 3.(cause to operate or yield) a face s funcioneze. 4.(to introduce, to cause to present) a introduce, a face s se prezinte. bring off 1.(informal; to accomplish, to achieve smth.) a reui, a realiza. 2. (lifeboat, launch helicopter to rescue) a salva. bring on 1.(to cause to happen, to exist; to lead to, to bring about) a cauza, a pricinui, a conduce la. 2.(to introduce, to cause to appear) a prezenta, a face s apar. 3.(to cause to develop or advance) a favoriza dezvoltarea, a face s nfloreasc. bring out 1.(to expose, to reveal, to make clear)a dezvlui, a nfia, a scoate n eviden. 2.(offer to the public by publishing, producing, selling, etc.) a publica; a pune la vnzare, a oferi. 3.(to introduce officially into society; to help lose shyness, reserve) a introduce n societate. 4.(cause to open or flower) a face s se deschid, s nfloreasc. 5.(speak, utter a word, a declaration, a statement) a rosti un cuvnt, a da glas. bring smbd. down 1.(to accompany smbd. down) a nsoi, a aduce pe cineva jos. 2.(to invite someone over) a invita pe cineva.- 3.(to bring smbd. back with ones feet on the ground, to cause smbd. to get in touch with reality again) a readuce pe cineva la realitate, cu picioarele pe pmnt. bring smbd. or smth. up 1.(to accompany smbd. up somewhere ) a nsoi, a aduce pe cineva sau ceva undeva sus. 2. (to mention smbd.s name) a meniona numele cuiva, a reaminti ceva. 3.(to raise smbd.) a crete pe cineva sau ceva, a avea grij de cineva pn la maturitate. bring smbd. to (help smbd. regain counsciousness) a ajuta pe cineva s-i recapete cunotina. bring smbd. up for smth. 1.(to suggest, to propose smbd.s name for smth.) a sugera numele cuiva ntr-un context anume. 2.(to propose smbd. for a promotion, an examination, a penalty, etc.) a propune pe cineva pt. o promovare, o examinare, etc. bring smth. back (to revive a style, a long-forgotten practice, etc.) a renvia un stil sau o practic demult uitat. bring smth. back to smbd. (to cause smbd. to recollect smth., to bring back memories) a-i aminti cuiva despre ceva; a strni amintiri. bring smth. down 1.(to fetch smth. from above) a aduce jos ceva aflat mai sus. 2.(to lessen, to cause to decrease) a scdea, a micora preuri, profit, taxe, etc. 3.( to vanquish an enemy; to perform a coup dtat, to cause the Government to resign) a dobor un adversar; a da o lovitur de stat, a nltura un guvern. bring smth. in (to earn, to turn in a profit) a ctiga o sum, a aduce un profit. bring smth. on 1.(to determine, to cause) a determina, a cauza, a pricinui, a provoca. 2.(to cause an illness to manifest itself) a cauza manifestarea unei boli. bring smth. on smbd. (to cause troubles to smbd.) a fi cauza necazurilor cuiva, a provoca cuiva necazuri. bring smth. out in smbd. (to bring smbd.s qualities to light) a evidenia calitile sau defectele cuiva. bring round to (to direct a discussion so that ones own choice of topic is discussed) a conduce discuia spre subiectul preferat.

bring through (save a business, smbd. ill, etc.) a pune pe picioare, a nviora. bring to 1. (to bring round, to restore to consciousness) a readuce n simiri. 2.(to bring a vessel close to or into the wind and kill her headway by manipulating helm and sails) a aduce o nav n vnt. bring up 1.(to care for during childhood, to rear) a crete, a educa. 2.(to introduce to notice, to attention, to call attention to) a prezenta, a aduce n discuie, a ridica o problem. 3.(to vomit) a voma. 4.(to bring to a standstill, to stop or to cause to stop suddenly) a (se) opri brusc. 5.(cause to appear for trial only in the passive) a fi adus n faa legii, a fi dat n judecat (numai la pasiv). bring up against (make smbd. face or confront smth. or smbd.) a pune pe cineva fa n fa cu cineva. 1. 2. 3. 4. 5. 6. 7. 8. The general discontent of the lower classes is likely to __ __ protests and riots. We are trying to __ __ two promising Law School graduates. I am sure we can easily __ him __ to our way of seeing things The sniper managed to __ __ three of my men before we could get to him. All efforts shall be made along the line of __ prices __during the next few weeks. The bad news she had received really __ her __ this time. His outrageous proposal __ __ a negative attitude on the part of the commission. Nancy brought __ __ a new proposal for the annual budget which could solve a great part of our difficulties. 9. Lucille __ __the line of thinking of her department. 10. How much did you say that garage business __ __ every month? 11. After a long round of negotiations, Alexandra managed to __ __ a contract they had never even dreamed of. 12. This international incident will surely __ __a crisis. 13. That old photo __ __ her fine profile. 14. An old friend of mine is __ __ a volume of verses and short stories. 15. She is a shy girl but hes doing his best to __her __. 16. The warm weather __ __ all the blossoms on the apple trees. 17. He couldnt __ __ the words that could make her understand what he felt for her. 18. Lets __ Amanda and Julie __for this week-end. 19. The bad news __ her __ pretty quickly. 20. We __ them __ and let them view the city from the balcony. 21. Why did you have to __ his name __? You know Melissa hasnt got over him yet. 22. We tried the best we could to __ the little boy __ before he went into a coma. 23. They __ Marcie __ for promotion. 24. If we could only __ those good old days __ 25. The wind among the fir trees __ __the same feeling of loneliness yet of comfort that it used to when I was living here with Jack. 26. This scandal is likely to __ __ the Government. 27. My comments were __ __ by a fragment in a book I read last night. 28. You __ this one __ yourself, pal, youre the only one to blame for your troubles! 29. I dont know why this happens, but you always __ __ the worst in me 30. By talking about mountain lakes he managed __ the conversation __ to fishing, which he is hooked on. 31. The old man was very ill, and only the finest treatment could __ him __. 32. __ the damn thing __, men, we have a storm ahead of us! yelled the captain. 33. They __ __their sons to be able to stand up for themselves.

4.

GRAMMAR STUDY A. Some, any, no, none Some is used in affirmative statements (e.g. Give me some beer, please!) In interrogative or negative sentences, some is replaced by any (e.g. Do you have any books on JAVA? They havent got any children of their own, so they tend to be overprotective of their niece.) Some can be used in interrogatives when the expected answer is an affirmative one. (e.g. Arent there some funds available for such projects?) No has a negative meaning (interchangeable with not any but stronger than this structure). (e.g. We had no money left so we had to apply for a research grant. = We didnt have any money left.) No can only be used before a noun, hence his quantifier quality. When not followed by a noun, it is replaced with none. Some is used in situations where the question is not a request for information, but a method of making a request, encouraging or giving an invitation: 1. Could I have some books, please? 2. Why don't you take some books home with you? 3. Would you like some books? Some and any can be used with both countable and uncountable nouns, as follows:

Use Quantifier Some + uncountable nouns Some Some Any

Any Any

Example I could use some sugar with this coffee + countable plural nouns She could see some students smoking in the lobby. + countable singular I think hes looking for some book nouns hes lost. (= a certain) + uncountable nouns Jean didnt use any oil for this so you might as well it, a bite wont make you fat! + countable plural nouns Did you come across any relevant data in your research? + countable singular Thats OK; Ill take any topic you can nouns throw at me. (= no matter which)

B. Every, each, either, neither These distributive words are normally used with singular nouns, and are placed before the noun. Each, either and neither can be used with plural nouns but must be followed by 'of': Each is a way of seeing the members of a group as individuals. Each child received a present. Each of the children received a present. Every is a way of seeing a group as a series of members: Every child in the world deserves affection. It can also express different points in a series, especially with time expressions:

Every third morning John goes jogging. This magazine is published every other week. Either and neither are concerned with distribution between two things - either is positive, neither is negative: Which chair do you want? Either chair will do. I can stay at either hotel, they are both good There are two chairs here. You can take either of them. Neither chair is any good, they're both too small. Which chair do you want? Neither of them - they're both too small C. Other/others, another, some more These words refer to something different, remaining, or additional. They are placed before the noun. Another is used with singular nouns, other with singular or plural. There are other jobs you could try. Where's the other packet of cereals? Is there any other bread? Have another cup of tea. Some more is used with countable or uncountable nouns: Have some more cake, its exquisite.

Both, all, half These words can be used in the following ways: 1 2 3 4a 4b the my, your, etc. this, that these, those Uncountable noun or Countable noun in the plural Uncountable noun Countable noun in the plural

ALL +

Example: All cheese contains protein. All children need affection. All the people in the room were silent. Have you eaten all the bread? I've invited all my friends to the party. I've been waiting all my life for this opportunity. Who's left all this paper on my desk? the my, your, etc. these, those

BOTH +

1 2 3 4

Countable noun in the plural

Example: Both children were born in Italy. He has crashed both (of) the cars. Both (of) my parents have fair hair.

You can take both (of) these books back to the library. 1 2 3 4 a the my, your, etc. this, that, these, those Uncountable or countable noun

HALF +

Example: I bought half a kilo of apples yesterday. You can have half (of) the cake. She gave me half (of) the apples. I've already given you half (of) my money. Half (of) his books were in French. Half (of) these snakes are harmless You can take half (of) this sugar. NOTE: All, both, half + OF: 'OF' must be added when followed by a pronoun: All of you; both of us; half of them. It is also quite common to add it in most of the above situations except when there is no article (No.1 in all the tables above.) D. A lot of / lots of, much, many, a little, a few These expressions show the speaker's attitude towards the quantity he/she is referring to. A few (for countable nouns) and a little (for uncountable nouns) describe the quantity with positive reference: "I've got a few friends" (= maybe not many, but enough) "I've got a little money" (= I've got enough to live on) Few and little describe the quantity with negative reference: Few people visited him in hospital (= he had almost no visitors) He had little money (= almost no money) Much and many are determiners. Much is used with uncountable nouns and many is used with plural nouns: There isn't much sugar. Do you have many relations in America? Much and many are usually used in negative sentences and questions: We didn't have much luck today. Have you got much more work to do? There aren't many hotels in this town. Do you know many people around here? Much is not usually used in affirmative sentences. For these, we prefer a lot of or lots of: He has got a lot of money. (NOT much money) There is a lot of rain coming later today. (NOT much rain) Many can be used in affirmative sentences, but a lot of or lots of is more common in spoken English: There are many ways to approach this. (or lots of ways) Many people are living below the poverty line. (or lots of people) Much can be used in affirmative sentences when it is preceded by so, too or as:

There is so much work to be done. I think that he has got too much responsibility. Drink as much water as possible during the race. E. Several, enough, plenty of Enough is placed before the noun, to indicate the quantity required or necessary: There is enough bread for lunch. She has enough money. Enough is also used with adjectives and adverbs. We didn't have enough time to visit London Bridge. Are there enough eggs to make an omelet? Richard has enough talent to become a music star. F. Dropping the quantifier; indefinite quantifier + of When the meaning can be elicited clearly enough, the noun can be dropped after an indefinite quantifier. (e.g. I need some money; can you lend me some? Well, I can lend you a little, how much do you want?) The preposition of is used in order to characterize part of a limited and determined quantity. (A few of my friends will come.) G. Compounds Compound nouns made with SOME, ANY and NO Some + -thing -body Any +

-one

-where

No + Compound nouns with some- and any- are used in the same way as some and any. Positive statements: Someone is sleeping in my bed. He saw something in the garden. I left my glasses somewhere in the house. Questions: Are you looking for someone? (= I'm sure you are) Have you lost something? (= I'm sure you have) Is there anything to eat? (real question) Did you go anywhere last night? Negative statements: She didn't go anywhere last night. He doesn't know anybody here. NOTICE that there is a difference in emphasis between nothing, nobody etc. and not ... anything, not ... anybody: I don't know anything about it. (= neutral, no emphasis) I know nothing about it (= more emphatic, maybe defensive) ANY compounds can also be used in positive statements to mean 'no matter which', 'no matter who', 'no matter what'. (e.g.: a. They can choose anything from the menu. b. You may invite anybody to dinner, I don't mind.

PRACTICE Underline the correct alternative in the sentences below: 1) None of / Neither of you need worry, I believe the child is safe in police custody. 2) None / Each of the coming guests will be met at the station so they will all be escorted to their hotel. 3) The price is 80 euros a week, then 20 euros for each / some extra day. 4) Every / Any item delivered with this shipment has been carefully checked. 5) They have both been asked about the origin of the factory accident and neither / both of them know / knows the answer. 6) Sadly, there were few / a few people at the concert. 7) Fortunately, he had a little / little time to spare so he accompanied his colleague to the negotiations. 8) The court case cost them few / several million euros. 9) They only spent a few / a little days in Florence; on the first day they visited some / many tourist landmarks, and on the other / others days they just strolled around. 10) Could you give me enough / some idea of the costs involved in developing a new product? 11) These days, most / most of crime is committed against property, not people themselves. 12) Both players have been warned but no one / neither of them seems to take it seriously. 13) Few / A few of the customers complained. 14) Each of the top employees was / were given a substantial bonus. 15) Ive lived in London and in Nice but I dont like any / either city that much. 5. BUSINESS SKILLS

5.1 Speaking Study the following situations below and decide what the mistakes consisted in. Try to come up with solutions to these mistakes. Which of the successful ideas to you appreciate the most? PR Coups and Capers You win some, and you lose some - sometimes in a very big and public way. We don't need to rely on sitcoms for astonishing PR hits and misses. The real world provides plenty, thank you very much. Taco Bell was right on target when the Russian space station Mir dropped from the sky. The company scored a media coup by setting up a bulls-eye in the Pacific Ocean with the Taco Bell logo dead center, offering a free taco for each and every American if Mir should hit the mark. Of course the odds against having to actually pay out were astronomical (sorry). But the media play on the stunt was wide: network television, and even a front-page above-the-fold photo of the Taco Bell target in city newspapers. New Line Cinema received some critical snorts for plugging its release of the drugtrafficking movie Blow by handing out small mirrors as a publicity gimmick. The pocket-size mirrors, perfect for restroom toots of cocaine, did not reflect well on the company as drug rehabilitators blasted New Line for its bad taste. A Los Angeles bank offered its customers $10 for every bank error they ever found in their accounts. This appeal brought in 15-thousand new customers and $65-million in new deposits within two months. Chances the bank would have to pay a penny? Next to nil. Publicity payoff? Priceless.

The Walt Disney Company once upon a time proposed opening a Civil War theme park in Manassas, Virginia. Historians were shocked. Locals were livid. Political cartoonists had a field day with Mickey pilloried on the PR battlefield. Disney, eventually and costly, bugled retreat. Dumbo-size PR budgets will not always spare you from publicity blunders. A Lithuanian distillery launched a new brand of spirit sharing a name with Russia's newest president: Putin Vodka. The company owners deny any link of the vodka with Vladimir Putin, even though the bottle is emblazoned with the colors of the Russian flag. The distillery has received tremendous publicity and is getting even more attention with every denial of the Russian link. The devil is in the denials, which have long afflicted Procter & Gamble to counter decades of accusations that the company is tied to Satanism, and its discontinued manin-the-moon logo a demonic tribute. P&G ultimately filed suit against Amway, the alleged source of the bad PR falsehood motivated by devilish jealousy.

5.2. Writing Anatomy of a Press Release Here is a sample release that has been broken down so as to highlight the important parts. Study this example and then draw up a press release of your own. 1 - A standard introduction for a press release FOR IMMEDIATE RELEASE 2 - Who to contact for more information. Include address and phone number. Contact: The Flying Colors Store 456 Niagara Falls Road, Ithaca, NY 14320-8761 Contact: Janice Evans, (607) 277-6399 3 - Succinct title that entices the reader. FLYING COLORS STORE ANNOUNCES SELECTION AS ULTRA-COOL SHOPPING SITE 4 - Begin with the location and date, followed by an introduction covering all major points. Ithaca, NY, January 5, 2005 The Flying Colors Store. An on-line department store based in Ithaca, New York, has been selected by coolshopping.com as an Ultra-Cool Shopping Site, and one of the first 400 sites on the net to receive the coveted designation. Flying Colors is the only store whose every item is produced or manufactured exclusively in New York. Its address on the internet is http://www.newyorkfirst.com/ 5 - A quote by a company representative adds credibility to your release In the restaurant business it would be the equivalent of a 4-star Award by The New York Times, says Janice Evans, Flying Colors Store President, and herself a former restaurateur. 6 - Include information about why this event is newsworthy. What is the criteria for a selected site? Innovative design, layout and navigation.

Interesting and useful consumer products. The Flying Colors Store is in good company. The elite group of sites includes Bloomingdales, Fortunoff and Martha By Mail, the shopping site of Martha Stewart Living. 7 - Conclude with further contact information For more information about The Flying Colors Store visit the web site at www.newyorkfirst.com or phone 1-800-581-8965.

6.

CASE STUDY

Study the following press release, then read th ebox contents, choose a company and an event, and draw up your own press release as part of the media kit for the respective event. Date: Subject: Person in charge: Contact information: Event: Details: [For Immediate Release] Project Moscow Medicine US Physicians Bring Life-Saving Expertise & Equipment to Russia A team of California doctors and medical technicians is taking medical supplies, a dialysis machine and expertise to Russia in a people-to-people humanitarian exchange ... its a matter of life and death. (Santa Maria, California) A five-person team of American doctors, nurses and medical experts in diabetes are taking their know-how, supplies and equipment to Russia this week in a grassroots drive by Project Moscow Medicine that could help save thousands of lives. The team will hold training sessions over five days for some 200 physicians from throughout the Moscow region, and will help to establish a diabetic education program. Among the medical supplies and equipment brought for the Russians will be the first of many dialysis machines the project will be delivering over the next several months. Stanford University Medical Center has donated 21 surplus dialysis machines to the project, to help alleviate the dire shortage of such equipment in Russian medical facilities. Though they are very advanced in their medical techniques, the shortage of this type of equipment is causing an unfortunate and unnecessary loss of life, said Dr. Bill Okerblom, founder of Project Moscow Medicine. Among some of the supplies already delivered by Project Moscow Medicine include ventilators, hospital beds, cardiac monitors, a complete neurosurgical instrument tray, a chem panel analyzer, a spirometer, plus 5000 doses of intravenous antibiotics, a thousand pairs of surgical gloves, and more than 300 endotracheal tubes.

Project Moscow Medicine receives no government funds, and is launching a fund drive to help raise the $15,000 necessary to ship the remaining dialysis machines, and set up and maintain a dialysis unit in a Russian hospital for the first year. The project was founded in 1993, and has made six prior trips to Russia. The training team will be in Russia from April 22 until April 29. For more information on Project Moscow Medicine, call Steven R. Van Hook at Worldwide Media Relations: (805) 966-3404. 7. TRANSLATION

Specialistul n relaii publice trebuie s fie un bun scriitor, trebuie s aib abilitatea de a utiliza stiluri diverse pentru materialele pe care va fi nevoie s le realizeze. El trebuie, de asemenea, s tie s vorbeasc foarte bine i convingtor, trebuie s fie obiectiv i s dea dovad de rezisten n condiii de stres. Trebuie s pun accent pe cercetare i s aib o relaie foarte bun cu reprezentanii mass-media i cu partenerii, furnizorii, clienii .a.m.d. companiei (n funcie de tipicul acesteia). Specialistul n relaii publice este cel care realizeaz strategia de imagine pentru instituie, gndete campaniile de comunicare, coordoneaz organizarea evenimentelor speciale i planific i implementeaz strategiile de relaii publice. Este de dorit s aib cunotine numeroase din cele mai variate domenii, s fie diplomat i s dea mereu dovad de bun sim. PR-istul trebuie s fie mna dreapt a directorului general/preedintelui organizaiei i s aib acces la deciziile luate n companie i la stabilirea obiectivelor generale. Tolerana, nu ncpnarea, arogant i convingerea c prerile lui sunt singurele corecte, trebuie s se numere printre calitile sale, la fel ca i stabilitatea, dorina de perfecionare profesional permanent i deschiderea intelectual. (adapted from http://www.ele.ro/articol_1704_p2.html)