This article and associated study guide work book available for download detail the exact techniques i used this april 2017 to pass the iwcf level 4 well control exam scoring a 96% on the iwcf principles and procedures, and a 95% on the iwcf equipment exam. It also is not a substitute for obtaining expert professional advice. Commentary on the horizontal merger guidelines march 2006. Iwcf provides a formula sheet containing a list of formulas used in well control or drilling calculations. When a company is acquired, who owns the companys preacquisition attorney. What are the typical steps to follow when valuing a company. Iwcf well control involves different drilling calculations. Wild well control well control methods common circulating well control techniques are. Problems and complications while performing well control quiz. Definition of transaction for the purpose of merger.
Most merger control regimes around the world use this type of merger control system. Legislation notices and guidelines jurisdictional notices. Mergers jurisdictional notices in merger control european. Additionally, this content is based on both iwcf and iadc well control. Introduction to well control this section of the course, following the introduction, helps people to understand the key basics of well control. These exchanges can generate taxable gain if the amount of the received security and cash exceeds the cost basis of the originally held security. Merger a merger generally works well when there are multiple shareholders in a target company that a buyer wishes to acquire as a going concern.
A competition authoritys decision to take enforcement action against a merger should not be based on expected anticompetitive effects that are insignificant or transient in duration. Besides the growth aspect, a merger may reduce risk through diversification. It gives buyers looking to achieve strategic goals an alternative to organic growth. The accc must issue a decision within 90 business days if it does not, the application is taken to be refused. Our well control training is unmatched, providing for operations onshore, inland waters, offshore and deepwater environment. Complications and problems while killing the well can make the situation become worse because personnel can make a wrong decisions which can let the kick into the well unintentionally or add excessive pressure into the well. An objective approach to the definition of a merger transaction typically relies on percentage thresholds for share acquisitions, such as the acquisition of a 50% interest or of a 25% interest in the target. Acquisitions are inherently complex, with a premium on executing. Understanding the transactions after a cashstock merger. Note that the acquirer has a pe of 25 and the target has a pe of 20. Each merger, acquisition, andor divestiture must create its own blueprint with detailed plans for integration and execution.
How to pass the iwcf supervisor well control exam the. By comparison, the new standard, known as asme ptc 19. For well control calculations you need a formula sheet, a paper, a pen and a calculator. Multijurisdictional merger control filing requirements in major jurisdictions this table summarises the jurisdictional thresholds under the merger control regimes of a number of major global jurisdictions, as of 17 february 2015. A vertical merger when the organisations involved had, or could have had, a buyerseller relationship prior to the combination effective mergers and acquisitions page 3. The essential workflow tool for legal professionals with an international outlook. If source and drain depletion regions merge punchthrough occurs.
In some specific sectors, other authorities may have their say in the control of the merger please refer to question 1. If the present value of incremental cash flows from the merger exceeds the present value of the amounts paid, than the investment should add value. Basic well control calculations well control quiz online. In traffic flow theory, the newelldaganzo merge model describes a simple procedure on how. But as global competition continues to intensify, investors and boards are demanding more topline growth as a way to further increase shareholder value. Mergers and acquisitions merger, stock and acquisition comparisons form w2w3, 941, sch d reporting merger consolidated into one form with successor stock purchase continuation of wages and taxes from predecessor to successor on one w2. As part of its due diligence investigation, a corporate. It is relatively easy to structure a combination to qualify for merger accounting in the uk. You are often required to appraise the suitability of a potential merger as well as participate in negotiations.
Merger control 2019 global practice guides chambers. Over nations worldwide have adopted a regime providing for merger control. Wwcis well control training division is the largest well control training provider for iadc, api and iwcf in the world. This document includes an executive summary and the documents from the meeting. The extent of the effect of a suspensory clause on closing a transaction is dependent on whether it is a local or global bar. Concept of concentration commission notice on the concept of concentration under council regulation eec no 406489 on the control of concentrations between undertakings official journal c 66, 02. Iclg merger control laws and regulations india covers common issues in merger control laws and regulations including relevant authorities and legislation, notification and its impact on the transaction timetable, remedies, appeals and enforcement and substantive assessment in 55 jurisdictions. This interactive well control quiz contains 25 questions related to well control calculations. Formulas are essential to carry out these calculations.
A well is very rarely killed by one circulation due to inefficient fluid displacement in the annulus. You will learn how water depth affects well control procedures and how it necessitates additional caution. However, in this circumstance, the targetmerger unlevered beta musts pre be relevered to reflect the acquirers intended postmerger capital structure. With this app you dont have to remember any formula or carry formula sheet because the app has the complete list of formulas as provided in the iwcf formula sheet and you dont even need a calculator because. Arc2 remain subject to merger control by the bundeskartellamt see information leaflet relating to the german control on concentrations. Horizontal merger guidelines this document is available in two formats. Merger control laws and regulations laws and regulations. Kick handling with losses in hpht environment ng, fred. In the event of a merger of the company with or into another corporation or other entity or a change in control, the award will be treated as the administrator determines, including, without limitation, that the award be assumed or an equivalent option or right substituted by the successor corporation or a parent or subsidiary of the successor corporation. Evans, cpa, cma, cfm part 2 of this course continues with an overview of the merger and acquisition process, including the valuation process, post merger integration and antitakeover defenses. It gives sellers an opportunity to cash out or to share in the risk and reward of a newly formed business. To view the pdf you will need acrobat reader, which may be downloaded from the adobe site.
Sep 28, 20 i7 wcswell control school expresses thanks to all companies and individuals contributing to this text. This booklet does not discuss all the investment banking considerations or legal and accounting issues involved in acquisitions. If you have answered correctly you will be told so and your score will be adjusted accordingly. Our pdf merger allows you to quickly combine multiple pdf files into one single pdf document, in just a few clicks. Horizontal merger guidelines united states department of. Gtdt provides firststep legal analysis of the legal frameworks in 117 practice areas and over 150 jurisdictions. We begin with basic calculations and go on through to details relating to well control downhole. The proration calculation is defined to ensure this transfer. Merger control 2020 laws and regulations india iclg. The companies stock prices and earnings per share are as shown below.
Notification requires fewer resources upfront than eu. Merger control is ruled by the ordinance that amends ordinance n9506 of 25 january 1996. What are the most frequently used valuation methods for assessing a companys value. The uk courts can order that the business of the transferring company is moved to the. Eu merger control in the pharmaceutical sector 34 drug23 i. Mr debuys, under the auspices of the iadc well servicing committee, prepared this article detailing the substantial differences in well control procedures and challenges between drilling and workover wellservicing operations. Iwcf well control formulas used for calculation know.
If you have answered incorrectly you will get a brief explanation of how to. The basic principle for valuing a business combination is similar to capital budgeting of projects. For example, though an operating synergy may not have any monetary value, it could reduce the costs of sales, thereby increasing the profit margin. Efficiency criteria as a basis for merger control 1. Turnover thresholds all mergers with a socalled community dimension fall within the competence of the eu commission.
Merger control has been exercised and developed by the fne and the tdlc, relying on general provisions of the competition act n 211. The accuracy and efficacy of merger control are important questions that have long posed challenges for policy evaluation. A read is counted each time someone views a publication summary such as the title, abstract, and list of authors, clicks on a figure, or views or downloads the fulltext. The commentary on the horizontal merger guidelines issued by the. For n well process the starting point is the p type silicon wafer.
Over 9,000 students in 2010, 10,000 in 2011, and 11,000 in 20. Johnson, mba, ca, cma, cbv, cpa, cfa campbell valuation partners limited overview financial statement analysis is fundamental to a corporate acquirers assessment of an acquisition or merger candidate. Well control simulation a tool for engineering and operations. More details of the mergerinversion are discussed in the following section. The tax terms are the same as those of a purchase merger. The first step of any eu merger control analysis is to assess whether or not a transaction falls within the jurisdiction of the eu merger regulation, which only applies to concentrations with an eu dimension. This paper investigates the choice of accounting method in a sample of 373 combinations between uk quoted companies during the period 1976 to 1987. A historical perspective companies grow in two main ways. Well control training drilling engineering association. The three common ways of joining two or more companies are a.
All you always wanted to know and were afraid to ask andreas strohm i. Lecture 6 leakage and lowpower design courses university of. The merger control regime in the united states is governed by the hartscottrodino antitrust improvements act of 1976 hsr act, as well as implementing regulations contained in 16 c. The time allowed for the accc to make a determination can be extended if the applicant agrees for the accc to take a specified longer period to make the decision. Coates iv1 the core goal of corporate law and governance is to improve outcomes for participants in businesses organized as corporations, and for society, relative to what could be achieved. But perform well control calculations with just few touches with the iwcf well control calculator. Discussion of consideration calculation pages 15 provides. Substantive criteria used for merger assessment 2002 the oecd competition committee debated substantive criteria used for merger assessment in october 2002.
Draft commission consolidated jurisdictional notice. Therefore, it is possible to combine their sleep transistors and use one. A glance at any business newspaper or business news web page will indicate that mergers and acquisitions are big business and are taking place all the time. Calculating turnover under the eu merger regulation lexis. A corporate merger is the combination of the assets and liabilities of two firms to form a single business entity. Company a is the acquirer, company t is the target, and company a is the postmerger combination of the two companies. Aug 28, 2012 merger control in the us is executed by the federal trade commission ftc and the department of justice doj. Agencies in 2006 remains a valuable supplement to these guidelines. The difficulty is that uk courts do not generally recognize the concept of universal succession or transfer by operation of law. Iwcf well control formulas used for calculation know energy. Unfortunately, it can be tricky to determine where filings are required in a given case. Taxes cause a lot of confusion in merger models and lbo models, and even fulltime bankers rarely know how to treat everything 100% correctly. Iv guide to mergers and acquisitions introduction many organizations continue to increase their earnings through better managing their costs and balance sheets.
Types, regulation, and patterns of practice john c. The growing number of merger retrospectives provide an opportunity to conduct such an analysis since they measure the outcomes of actual mergers. Merger control communication outlines that turnover for the sale of goods and for the provision of services should usually be allocated to the state in which the customer is located i. Aug 10, 2012 iwcf well control involves different drilling calculations. Each question contains 3 possible answers and there is full explanation for each one. Calculating turnover under the eu merger regulation practice notes. Driver turntaking behavior in congested freeway merges pdf. Feedback control in an electric oven adapted from lee, newell, and. It is an indicative guide only and is not designed to provide legal or other advice. It does so by discussing the strategies that are most successful for buyers, the steps and pitfalls in the acquisition process, how to gain government approval of an acquisition, and how to conduct a sufficiently detailed due diligence investigation. Wild well control subsea well control you will learn that the basics of well control on a floating vessel are essentially the same as any other type of operation. Iclg merger control laws and regulations usa covers common issues in merger control laws and regulations including relevant authorities and legislation, notification and its impact on the transaction timetable, remedies, appeals and enforcement and substantive assessment in 55 jurisdictions.
This content was first published in latin lawyer reference merger control 2016. Why do acquirers pay a premium to take control of a target. Acquisitions as you can see, an acquisition may be only slightly different from a merger. Material contained here, by general consensus of those involved in the course development, is based on the best sources of knowledge available to the authors. This is the dual unit version for us apimetric and canadian units of measurement for land and offshore. In workover and wellservicing situations, well control commands special considerations editors note. Understanding the transactions after a cashstock merger corporations sometimes create merger transactions that exchange both cash and shares of one stock for the shares of a currently held stock. A better understanding of these formulas and ability to. Best practices for each phase of mergers and acquisitions. The purpose of this course is to give the user a solid understanding of how mergers and. The commentary follows on the agencies february 2004 merger enforcement workshop.
However, the main benefit of merger accounting is also available. These guidelines replace the horizontal merger guidelines issued in 1992, revi sed in 1997. Substantive criteria used for merger assessment 2002. In everyday language, the term acquisition tends to be used when a larger firm absorbs a smaller firm, and merger tends to be used when the combination is portrayed to be between equals. Buyer obtains control merger of equals mergers of equals raises the probability of infighting and tends to slow down postdeal decisionmaking.
Drillers wait and weight concurrent these all use the same procedures and only differ when and if a kill weight fluid will be circulated. Guinnessgrand med, nestle coca cola, scottish newcastle, sebmoulinex, newell. Please take your time and think carefully before checking each answer in order to maximize. Chemical process dynamics and controls book ii open michigan. Take your time answering as you only get one go at each question. Getting merger and acquisition accounting right presented by john donohue, partner and anthony porter, senior manager. Financial statement analysis in mergers and acquisitions howard e. Clean teams are traditionally leveraged to provide much of this early stage planning, but it is critical to solicit input from integration leads during the agreement stage to ensure buyin during the integration phase. Well control calculations drillers, wait and weight, stripping in, concurrent method, stripping in, volumetric method. Although an everincreasing number of countries have some form of merger control law, there remains very little standardisation, with each merger control regime continuing to have its own test to determine which transactions amount to a notifiable event. Filings to the european commission, for example, increased over 30% from 20 to 2016, and 2016 marks the second highest number of eu filings ever in a single year. Well control simulation a tool for engineering and operations ng, fred. Wellcontrol, well control, drillers method, kick tolerance, kick density, calculations, kill sheet.
The analysis of conglomerate effects in eu merger control. Course overview this course has been written for people who are new to the complex subject of well control. The split priority, or merge ratio, is calculated when both inlets are in congestion. Mergers and acquisitions canton hall of fame chapter. In particular, the proration calculation is explored to gain a better understanding of its potential impact. Iwcfiadc well control kill sheet formula sheet for iwcf test. Agencies should only intervene to prohibit or remedy a merger when it is necessary to prevent anticompetitive effects that may be caused by that merger.
Mergers and acquisitions edinburgh business school ix preface an understanding of mergers and acquisitions as a discipline is increasingly important in modern business. The european union merger control is a typical example of a mandatory merger control system that uses a suspensory clause. Instead of having to negotiate with multiple shareholders, once a majority of the shareholders consent to the transaction, the buyer can be assured of having control of the business going forward. Defining mergerrelated expense internal control over financial reporting lessons learned. This quiz contains 25 questions on basic well control. Since there is no standard definition of conglomerate effects, a simple. W control in workover and wellservicing situations, well. Detect kick early, shutin the well and circulate the kick out. Summary of legal aspects of mergers, consolidations, and transfers of assets the duty that is most pertinent to the approval of mergers and consolidations, however, is the duty of care. These can be pressure, mud density or pump output calculations. Mergers and acquisitions edinburgh business school.
Book description this book shows how to maximize the benefits to be gained from an acquisition, while reducing the risk of failure. In chile, merger control is not established by law. Summary of legal aspects of mergers, consolidations, and. Estimating and valuing synergies in mergers and acquisitions are based on measuring the value of benefits that various synergies will bring aka it is the value enhancement of the buyer.