Materi Ajar d3 Sem 4
Materi Ajar d3 Sem 4
II. READING
Listen and read the post from a business blog. Then, read the paraphrase of the article. Fill in the
blanks with the correct words and phrases from the word bank. Explain what good phone
etiquette is.
Good etiquette on the telephone can make or break your relationship with a client. Courtesy
should start with the person who answers the telephone. Always begin by identifying yourself.
Say something like,” hello this is… give the person as much information as you can. Tell them
the name of your Company, I am calling from…..
Ask for the person you wish to speak with by name, using phrases like, could I speak to….or
may I speak to….. or ask, “ is available?.
At some Companies. With busy switchboards, it is better to simply ask,” can you connect me
to extension…”
Remember, ending the call on a polite note is important too. Say something like, nice speaking
to you,” thank you for your time,” follow up with” I will call you back on…” and remember
to do it.
Word bank
A. Answering at switchboard
You say…
You say…..
You say……..
6543
Hasting 6543
You hear……
Is Rina There?
C. Requesting identity
You say…….
Who is calling?
You hear….
You say……..
You say….
/You hear…..
2.Making calls
You say…
You say…..
That 987 65 09 ?
Rita there
El Abab Airlines?
986 54 30?
C. Identifying yourself
You want to give your name or the name of your employer or firm in answer to a request for
identity
You hear……
You say……
Pietro Guzzi
Mrs Dupont
Mr Delano’s secretary
Barbara James
I’am calling on behalf of Mr Humprey
EXERCISE
B. LISTENING
Receptionist: I’m sorry, Susie isn’t in right now. I would be happy to take a message for you.
Sales Rep: Well’ it’s rather 2.------- --------to an order that I should discuss with her, is there a
better time to reach her?
Sales Rep: oh, okay. I’d better leave a message with you, then
Receptionist: Well’ I could also 3--------- ---------- ---------- her voicemail. She might check
that before she comes into the office.
Receptionist: okay, I am connecting you now. 4.------ ------------ -------- ---------. Mr. Peters
WRITING
A.
B.
R: Good Morning, Washington Inquirer.
C: Rogers. R-o-g-e-r-s
Exercise:
1.
R: ………I have…….please?
Hello, Mr Nolan…….
C: Thank you
2.
C. yes…..
Language Focus
You say…..
You hear………
Yes. Would you let him know that I called? This is Hans…
You say
You hear
A.
R: One moment, please….. I’m sorry mrs Faulkner’s not in the office at the moment. May I take
a message?
B.
C.
R: I’m terribly sorry. My husband’s not in just now. Can I give him a message?
C: Yes. Would you tell him his car is ready? This is Stubb’s garage
R: oh yes, he should be back before long. I’ll give him the message.
Exercises
R: ……….May I have…………and……………..please?
2. Exchanging Information
Customers: Yes, Please. This is Fusako Matsumoto speaking. I’m Planning to fly to Penang next
month. What’s the price of flight at the moment ?
Travel Agency: Well, errrr, that depends. Do you want to fly first or economy class? When will
you be going and how long would you like to stay?
Customer: well, I am planning a short holiday, maybe ten days or so, But I don’t want a package
tour, just flight, er economy class I suppose.
Travel agency: Then. I can get an excursion ticket. That’s on Malaysian Airlines and it’ll cost
HKS 1950 return.
Travel agency: Now let see. That’s ten days ’s time. It’s only slightly more, HKS 2160 in fact.
Customer: Well, I’ll have to think about……hen’s that?
Travel agency: There is one thing with the Cathay pacific flight. The time might be more
convenient for you because it leaves rather later in the morning, at 11.40, that’s CP 432.
T A: That’s much earlier at 9.40. That means you’re in Penang at about 12 noon, where as the
Cathay pacific flight lands at about half past two.
Customer: err….I’ll have to think about that, er what about return flight? Could you tell me.
B. Getting information
Tom Parker: Hello Ron. Tom Parker here. How are you?
Ron Benson: Oh hello Tom. I’m fine, err rather busy at the moment….
Tom Parker: Sorry to disturb you. I’ll keep it short. Could you give me the address of that person
you mentioned last week? You know, the woman who’s got that import/ export office in Manila.
Ron Benson: Ah you mean Maria Edward . Now let see. Umm I don’t know her address off
hand, but I can easily look it up for you, or Tom, I’ve got a better idea. Let me ring you back in
about an hour. Are you at the office now?
Tom Parker: yes, I’ll be here till about five thirty. Thanks a lot.. So long . bye now.
Customer: yes I’d like to place an order for a bicycle. I’ve seen in your catalogue, with a 22-inch
frame.
Clerk: bicycle? Well , we have three different models. Could you quote the reference number
please?
Clerk: Right, I ‘ll just key that in, That’s the sports model at $ 237.50.
Customer : no wait a moment, I thought it was $.182. has the price gone up?
Clerk: if you check, sir, you’ll see that the touring model is $ 182 and the sport $237.50
Clerk: I ‘ll take that the order down then, sir, Could I have your name and address? Or do you
have account number?
Customer: Well, I might have, but I can’t tell you what the number is right now.
Clerk: We can look it up at this end. It doesn’t matter. Would you give me your name and
address, then?
Customer: yes, it’s Edward Bronson of 16 Freyent Road, London NW 94AH.
Clerk: Sorry, I didn’t catch the name of the street. Could you repeat it?
Clerk: So it’s for Mr Edward Bronson, 16 Freyent Road, London NW9 4 AH. And how would
you like to pay Sir? By cheque or by credit card?
Chris: Good morning. IBD Industries here. I would like to speak to someone about an order.
Chris: IBD industries, Chris here. Morning, Mr Datta can I ask you to put our order ?
Mr Datta: It’s on the order acknowledgement we sent to you. It’s probably a serial number
starting MU and so on.
Chris: That’s it. Could…… could you possibly put forward delivery to next month?
Mr Datta: Next month And ….ummmm. you originally specified delivery at the end of May, I’ll
see what we can do. Can I ring you back, Mr Ingersoll?
Chris: Yes, I’d be very glad if you would’ Er…..we though May would be OK, but we’ve been
given shorter deadline ourselves. We’d very much like to have the order in April if at all
possible.
Mr Datta: Right. Could you give me your phone number? Or is it the one on the order?
Chris: Yes, that’s the number. Let me give you my extension too. It’s 319. Chris
Mr Datta: Ok you’ll be hearing from me. I’ll give you a call this afternoon.
CHAPTER 5
1. What are some things that can affect the price of product?
READING
A.Listen and read part of an advertisement from a furniture retailer. Then mark the following
statement as true( T) of False( F). Says there things you remember from the text
A.PRICES
HORTON
Horton’s is famous for offering high value products at excellent prices. Our competitors sell
seminar items of the same quality for twice as much!. We always deliver great products at a fair
price. Our new line of oak furniture, Britannia, is no exception. Our basic prices (excluding tax),
are listed on the back of this brochure. They are very reasonable and we ship anywhere in the
world. call today to get a free price quote that includes all taxes, fees and shipping costs. Quotes
for orders within the USA include sales tax, and we can calculate VAT for most orders outside
the USA. This new furniture is well worth the call.
B. Delivery dates
Delivery dates usually that means the date the package is given to the delivery service:
UPS, FedEx, USPS, etc. If it's a future date it's the date it will be shipped, if it's in the past it's
the date it was shipped. Of course, they might say one date and do something else. A company
uses the best carriers in the business to make sure your order gets to you on time.
Standard Shipping — Free on all qualifying items, except items that weigh more than
45 kg and orders under $75. Please note that applicable shipping fees apply to Apple
Print Products. Delivers within 7 business days after shipping.
Expedited Shipping — Delivers within 4 business days after shipping. Shipping charges
are based on the total weight of the order. Service is currently provided by FedEx and
affiliated carriers. Delivery to the northern territories may take more than 4 business
days.
VOCABULARY
1…....exclude
2……tax
3…....fee
4……worth
5……shipping cost
6……sales tax
7…….Basic price
A. valuable
B. money that a government collects
C. money that is paid for some service
D.to leave out or not include
E. an extra charge added to purchase a that goes to a government
F. the amount a product will cost before additional charges are added
G. the amount of money charged to a customer in order to deliver an item.
LISTENING
Listen to a conversation between a salesman and a customer. Choose the correct answers.
1. What is the dialogue mostly about?
A. Changing the items in a furniture order
B. Researching the price of a piece of furniture
C. Describing price differences in types of furniture
D. Explaining why a price was higher than expected
SPEAKING
With a partner, act out the roles below, based on the dialoque from task 6. Then switch roles.
Student A: you are a sa:lesperson. Tell students B the price of a product. Include
Basic price
Price including tax
Any extra fees
Student B: call student A about a new product. Ask about the pricing. Make a piece of furniture
you would like to buy.
WRITING
Product………………
Basic price…………..
Price with tax………..
Shipping Costs………
Delivery to……………
CHAPTER 6
Making Agreements
READING
Making Agreement
Along with a general agreement about ownership and responsibilities, every business
with multiple owners needs a buy-sell agreement. It covers how and when an owner can sell
shares and at what price. The agreement should be signed before the business is started, but if
you neglected to do so, do it now. Without a buy-sell, angry partners usually end up in court, and
the business usually ends up wrecked. If you don't have one, says Zachary Shulman, a venture
capitalist and professor at Cornell University's Johnson School, "it is incredibly difficult to
negotiate when something goes wrong."
The buy-sell should specify triggers that will set the agreement in motion. If an owner
retires, for example, you may not want to allow him to continue to hold his shares. If an owner
gets divorced or declares bankruptcy, you want to protect the business from the spouse and the
courts. If an owner dies, you may want his shares to be sold to existing owners rather than passed
to his three-year-old. (The company often takes out life insurance on each partner, so it can
purchase the shares of a deceased partner if necessary.)
The buy-sell may also have a drag-along-and-tag-along provision. It specifies that if the
majority owner or owners--"majority" should be defined in the agreement--want to sell to a third
party, they can force the sale of minority owners. On the tag-along side, it promises minority
owners the same proportionate price as majority owners in a sale. "These are very important,
because they affect the marketability of a company," says James McMaster, a lawyer at Sherman
& Howard in Denver. Either way, the buy-sell should give a formula for valuing shares to ensure
a fair price for a departing owner.
The shotgun clause that George Faison and Ariane Daguin included in their agreement at
D'Artagnan is useful for two-person partnerships. The clause stipulates that one partner can offer
to buy out the other at a price he chooses. The other must then accept the sale or buy the
company for the same price. Since this can favor the wealthier partner, the poorer one may want
to try to stipulate that the buyout can be funded over time or with profits from the ongoing
business.
In addition, the buy-sell should require a right of first refusal. That means if a partner
finds an outside buyer for his shares, he must first offer those shares to the existing owners, who
must match the outside buyer's price. This shields the remaining partners from suddenly running
the company with a dubious new owner.
TIER TECHNOLOGIES, INC.
BUY-SELL AGREEMENT
RECITALS
--------
1.1 Applicability. The terms and procedures set forth in this Agreement shall apply to the
transfer of Certificates either during life ("intervivos"), as set forth in Section 3, or at death, as
set forth in Section 4.
2.
ENFORCEMENT
-----------
2.1 Restriction on Transfer. To accomplish the purposes of this Agreement and the Voting
Trust Agreement, any transfer, sale, assignment, hypothecation, encumbrance, or alienation,
regardless of the manner, circumstances, timing, or nature or such transfer, whether intervivos or
atdeath (collectively, "Transfer"), of any Certificate(s) is avoid and transfers no right, title, or
interest in or to those shares to the purported transferee, buyer, assignee, pledgee, or
encumbrance holder, except as specifically provided herein.
2.2 Legend on Certificates. Each Certificate shall have the following statement
conspicuously printed on its face and each party shall cooperate in the process of printing such
statements:
3.1.2 Conversion. An intervivos Transfer of a Certificate that would result in Conversion shall
be prohibited for 5 years from the date hereof. After the expiration of 5 years from the date
hereof, such a Transfer would be permitted, subject to the right of first refusal discussed in
Section 3.2 hereof.
3.1.3 Remain Subject. Any transferred Certificate shall remain subject to this
Agreement.
3.2 Right of First Refusal. Before either Shareholder makes an intervivos Transfer of a
Certificate which would result in Conversion, the other shall have the opportunity to purchase
the Certificate under the terms of this Section 3.2. The party desiring to Transfer his Certificate
(the "Transferring Party") shall inform the other party (the "Non-Transferring Party") of his
intent to Transfer. The Non-Transferring Party shall have two (2) days to decide whether to
purchase the Certificate. If the Non-Transferring Party decides not to purchase the Certificate, or
fails to respond to the Transferring Party's notice, then the Transferring Party may make an
intervivos Transfer of his Certificate subject to the terms of the Voting Trust Agreement. If the
Non- Transferring Party decides to purchase the Certificate, the terms of the purchase shall be as
provided in Sections 3.2.1 and 3.2.2.
3.2.1 Price. The purchase price for the Transfer described in Section 3.2, stated on a per share
of Class A Common Stock basis, shall be equal to the market value of a share of Class B
Common Stock of the Company on the date that the Transferring Party notifies the Non-
Transferring Party of his intent to Transfer (pursuant to Section 3.2 hereof). The market value of
the Class B share shall be equal to the average of opening and closing values on the day of the
aforementioned notice. No premium or discount shall be taken for differences in voting power
between the Class A and Class B shares.
3.2.2 Payment. Payment for the Transfer described in Section 3.2 shall be made within
thirty (30) days of such Transfer, either in cash or with a number of Class B Common Stock
shares equal to the number of Class A Common Stock shares represented by the transferred
Certificate.
TRANSFER AT DEATH
-----------------
4.1 Obligation to Purchase. Upon the death of either Shareholder, the other (the
"Survivor") shall have a fully recourse obligation to purchase the Certificate of the deceased (the
"Deceased"), under the terms set forth in this Section 4.
4.2 Price. The purchase price for the Transfer described in Section 4.1, stated on a per
share of Class A Common Stock basis, shall be equal to the market value of a share of Class B
Common Stock of the Company on the date of the Deceased's death. The market value of the
Class B share shall be equal to the average of opening and closing values on the day of the
aforementioned notice. No premium or discount shall be taken for differences in voting power
between the Class A and Class B shares.
4.3 Payment. Payment for the Transfer described in Section 4.1 shall be made as follows:
As much of the purchase price as possible shall be paid in cash, using solely the proceeds of the
insurance policy described in Section 4.4 below. The remainder shall be paid within one hundred
twenty (120) days of death. The remainder may be paid (i) in cash; or (ii) with one share of Class
B Common Stock for each Class A Common Stock share represented by the transferred
Certificate, or any proportion of (i) and (ii).
4.5.1 Beneficiary and Payment. Each Shareholder shall be the named beneficiary and beneficial
owner of the Policy on the life of the other Shareholder, and shall make premium payments on
such Policy to the appropriate insurance company.
4.5.2 Transfers. The Shareholders agree that as long as this Agreement is in effect, they
will maintain the Policies and will not exercise any of the rights, privileges, and benefits
accruing under any policy they own subject to this Agreement, nor will they Transfer any such
policy.
4.5.3 Delinquent Payment. The beneficial owner of each Policy shall file with each
insurance company insuring the life of a Shareholder under this Agreement a request that copies
of all delinquent payment notices be sent to the insured Shareholder. If any premium is not paid
in full on or before 10 days before it is due, the insured may pay the premium on behalf of the
other Shareholder. Payment by the insured shall be considered a loan to the other Shareholder to
be repaid on demand of the insured, with interest from the date of payment at an annual rate
equal to the maximum rate established by applicable law as of such date.
4.5.4 Proceeds. On the death of either Shareholder, the Survivor shall collect the
proceeds of the Policy on the life of the Deceased and pay those proceeds over to the authorized
legal representative of the Deceased for the purpose of the payment contemplated in Section 4.3.
Any proceeds in excess of the purchase price provided in Section 4.2 shall be paid to the estate
of the Deceased.
4.5.5 Release of Certificate. Once the full payment contemplated by Section 4.3 has been made,
the authorized legal representative of the Deceased shall transfer the Certificate of the Deceased
to the Survivor.
4.6 Death of Both Parties. Upon the death of the second to die of
Bildner and Barton, the Trust terminates and so shall any obligations under this Agreement
terminate.
GENERAL PROVISIONS
------------------
5.1 Notice. Any notice required by this Agreement shall be faxed or mailed to the other
party at the address shown, which notice shall, where the party required to provide notice is
deceased, be faxed or mailed by the party's authorized legal representative.
1350 Treat Blvd., Ste. 250 1350 Treat Blvd., Ste. 250
5.2 Assurances.
Each party will execute all certificates and other documents and will do all such filing, recording,
publishing and other acts as the parties appropriate to comply with the requirements of law for
the execution and application of this Agreement.
The parties recognize that irreparable injury will result from a breach of any provision of this
Agreement and that money damages will be inadequate to fully remedy the injury. Accordingly,
in the event of a breach or threatened breach of one or more of the provisions of this Agreement,
any party who may be injured (in addition to any other remedies which may be available to that
party) will be entitled to one or more preliminary or permanent orders (i) restraining and
enjoining any act which would constitute a breach or (ii) compelling the performance of any
obligation which, if not performed, would constitute a breach.
5.4 Complete Agreement. This Agreement supersedes all prior written and oral statements by
the parties with respect to the subject matter hereof, including any prior representation,
statement, condition or warranty. Any modification of this Agreement must be in writing and be
signed by all of the parties.
5.5 Applicable Law. All questions concerning the construction, validity and interpretation of
this Agreement and the performance of the obligations imposed by this Agreement will be
governed by the laws of the State of California.
5.6 Section Titles. The headings herein are inserted as a matter of convenience only and do
not define, limit or describe the scope of this Agreement or the intent of the provisions hereof.
5.7 Binding Provisions. This Agreement is binding upon, and to the limited extent specifically
provided herein, inures to the benefit of, the parties hereto and their respective heirs, executors,
administrators, personal and legal representatives, successors and assigns.
5.8 Terms. Common nouns and pronouns will be deemed to refer to the
masculine, feminine, neuter, singular and plural, as the identity of the person may in the context
require.
5.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which
will be deemed an original and all of which, when taken together, constitute one and the same
document. The signature of any party to any counterpart will be deemed a signature to, and may
be appended to, any other counterpart.
5.11 Termination. Any obligations under this Agreement shall terminate upon the termination
of the Trust.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set
forth above.
SHAREHOLDERS:
_________________________ ___________________________
EXHIBIT A
---------
INSURANCE POLICIES
Exhibit A, Page 1
CHAPTER 7
NEGOTIATIONS
II. READING
Listen and read the article in the business magazine. Then mark the following statement as
true(T) or False(F) , when should you not negotiate?
Business world
Your working life is full of negotiation, you don’t just negotiate with other companies. You
negotiate whenever there are two parties with different needs. And eventhough everyone
involves want to find a compromise that is mutually acceptable, many people dislike
negotiating because of the conflicting interests. But negotiation need not be confrontational.
Don’t try to win a negotiation, if you treat it as a contest, you will create a hostile atmosphere,
Respect the other person and try to other understand his or her needs. This way, you can create a
spirit of cooperation. Sometimes, the other party may reject your suggestions, and you need to
anticipate this. A negotiation is trade-off, and sometimes you will need to back down. prepare
alternatives option in case your preferred solution is unacceptable. Finally don’t negoatiate if
you are tired or stressed. You will never close the deal when negotiations are too intense.
Reschedule to another time.
VOCABULARY
Choose the word that is closest meaning to the underlined part.
1………hostle
2………intense
3………conflicting interest
4………mutually acceptable
5………deal
6…...….compromise
7……….party
A. An agreement
B. being competitive and eager to argue
C. a person or group in a negotiation
D. a solution in which both sides of a a negotiation give au something
E. a solution in which both sides of a negotiation give up something
F. a point of a negotiation which both sides consider very important
G. being extremely stressful
LISTENING
Listen to a conversation between two employees. Then answer the questions.
M: Well, we 1…….that. Their transportation cost are much higher these days
W: But if they don’t 2…………….. …………. We’ll never close the deal
M: Think of it from their point of view. They can not lower their prices because of transportation
costs.
W: Exactly
M: They’ll only have to deliver it once, which will 5…………. ………….on their transportation
cost.
SPEAKING
With a partner, act out the roles below, based on the dialoque from task 6. Then switch roles.
Student B: you are having trouble negotiating with suppliers. Ask student A for advice
WRITING
You are a manager. Use the conversation from task 7 and the article to write advice for a co-
worker who is leading a negoatiation for the first time. Talk about:
Negotiating Contract
1.Contract
Written contract are agreements which aim to lessen misunderstanding and provide a
formal record for reference. They are extremely common in the business world, and often depend
on fine nuances of language. Writing them would stretch many a teacher’s own competence to
the limit, although thankfully this task is normally left to legal experts. But reading and
interpreting contracts is something which learners often have to do, along with engaging in
contract-related written correspondence and amendments.
Contracts can be interpreted differently by different cultures. In some parts of the world,
contracts are seen as binding documents, detailing and concluding an agreement. In other
countries, they may be seen as commitment to do business together, nothing more. Things can be
changed if the situation if the situation alters.
Other activities using contracts may tie reading and writing skills in with listening skills for
example, the learners reads through a contract and then listens to a recorded discussion before
making some amendments.
There are several stages to buying or selling a business. They include valuing the
business, getting tax advice, market research and marketing, preliminary offers, negotiating
terms, heads of agreement, legal sale and purchase agreement, completing due diligence, and
finally, completing the sale.
Ensure each stage of the negotiation is documented in order to include all agreements and
conditions in the final contract. Do this even if the business is small and the sale straightforward.
Take expert advice from an accountant and a solicitor throughout the process to avoid costly
mistakes and unexpected obligations. You can also seek advice from a tax specialist to ensure
that the deal you agree is tax efficient for you. Sellers should decide whether to use a business
broker or corporate financier to handle the initial part of the process.
This guide sets out the main agreements and contracts involved in the process of buying or
selling a business, what they should cover, and where to seek advice.
Whether buying or selling a business, take time to plan it carefully. Take expert advice to assess
the risks, set clear aims and a strategy for achieving them.
The first contracts you sign will be with a financial adviser for finance and tax advice and a
solicitor for legal advice. Sellers are also likely to appoint a business transfer agent or business
broker to approach possible buyers. You need to clearly define tasks and fee structures..
In the sales memorandum, which is not legally binding, the seller gives details of
Ideally, all purchase offers should be made in writing. Any initial verbal purchase offer should
be followed up with a letter setting out the main details and stating prominently that the offer is
"subject to contract", in other words, not legally binding.
At this stage, the seller compares offers and selects a buyer. It is the seller's responsibility to
check the credit-worthiness of prospective buyers and that the buyer can raise the funds to buy
the business. The buyer then needs to start checking the business - this is called preliminary due
diligence. Due diligence should not be started until lawyers have been instructed and a firm
purchase offer has been agreed and signed.
2.Preparing for the final contract
When buyer and seller are satisfied with their initial checks, and an initial offer has been made
and accepted, the next step is to negotiate the firm purchase offer, which is called a Heads of
Terms agreement, or Heads of Agreement. This document sets out the main points of the sale
and is not usually legally binding - except for issues of exclusivity and confidentiality.
the terms of the period of exclusivity to complete the sale, including that period's termination
(usually the buyer offers a small deposit in return for the seller taking the company off the
market)
preconditions for the sale (eg minimum level of profits or orders within a certain time)
Parts of the agreement are legally binding and set out in separate documents:
exclusivity
confidentiality
warranties
indemnities
Other legally-binding agreements include the seller's disclosure letter limiting his liabilities
under the warranties, and any agreements from the seller and buyer to pay each other's costs in
certain circumstances if the sale falls through.
All these documents need to be carefully prepared and thoroughly checked. If the seller does not
meet the preconditions, the sale will probably not go ahead. If warranties are breached, the buyer
can sue for damages. It is a criminal offence for the seller to give false or misleading information
about shares.
Once the Heads of Agreement is signed, the buyer's advisers carry out thorough searches into the
business records, called detailed due diligence. There are three types of due diligence:
legal - for example, checking that the business has legal title to the assets which it is
selling/transferring
Whether buying or selling a business, take time to plan it carefully. Take expert advice to assess
the risks, set clear aims and a strategy for achieving them.
The first contracts you sign will be with a financial adviser for finance and tax advice and a
solicitor for legal advice. Sellers are also likely to appoint a business transfer agent or business
broker to approach possible buyers. You need to clearly define tasks and fee structures. For more
information, see our guides on how to choose and work with a solicitor and choose and work
with an accountant.
In the sales memorandum, which is not legally binding, the seller gives details of the business
sector how long the business has been trading main financial details, eg profit, cash flow, asset
value, total debt number, age, length of service, job descriptions and details of salaries and
benefits of all staff location of premises, size, rent and rates, freehold or leasehold (with terms)
special considerations (eg special licenses) the structure of the sale, eg is the sale of part or all of
the business.
Ideally, all purchase offers should be made in writing. Any initial verbal purchase offer should
be followed up with a letter setting out the main details and stating prominently that the offer is
"subject to contract", in other words, not legally binding.
At this stage, the seller compares offers and selects a buyer. It is the seller's responsibility to
check the credit-worthiness of prospective buyers and that the buyer can raise the funds to buy
the business. The buyer then needs to start checking the business - this is called preliminary due
diligence. Due diligence should not be started until lawyers have been instructed and a firm
purchase offer has been agreed and signed.
Throughout your research and negotiations, keep sight of your aims and the risk assessment you
made for buying this business at the price you have offered. You might lose money on advisers'
fees, but it is better to cancel the sale than take on liabilities you cannot afford. Have at least one
other target business lined up in case this deal falls through.
Do your own valuation of the company, its market position, future profits, how it will fit with
your existing business, if you have one, and weigh the total cost against total benefit before you
make an initial offer. Find out why the seller wants to sell and if the business has any major
problems. Decide whether you want to buy the assets only, and therefore have no legal
obligations for previous contracts, or the entire business. If attempting to buy assets only, be
aware that a seller may expect a higher price to compensate for any loss of tax benefits available
from the sale of shares.
You need to find the balance between protecting yourself against future liability and maintaining
trust with the seller, especially if you want the seller to continue in an advisory role during any
handover period. Your inquiries need to be thorough but also discreet enough not to disrupt the
business.
the seller has given you all the information you need
the seller's claims are confirmed by the business' records and by your discussions with
clients, suppliers, etc
you know the exact ownership of the business and its assets
the warranties and disclosure letter cover all unexpected contractual obligations
you know the cost of your liabilities to the business' employees, especially concerning
pensions and redundancy pay
all problems have been resolved and agreed in writing with the seller.
Throughout the negotiations, keep in mind what you want to achieve in selling your business. If
necessary, reconsider what you are prepared to sell, the kind of buyer and financing. For
example, you could try for an employee buyout rather than a trade sale. Even if you lose money
on advisers' fees, it might be better than selling and not achieving your aims.
If selling to another business, use a business transfer agent, business broker or corporate
financier to issue your sales memorandum. This way you do not reveal your business' identity
until you have made your choice of potential buyers.
Before you start discussions, get your buyers to sign confidentiality or non-disclosure
agreements. You need to check their credit-worthiness at this early stage to eliminate prospective
buyers who cannot pay. Compare the prices and payment terms in their initial offers. Some may
include too many future payments conditional on profits or other targets. Make your first choice,
but keep other buyers lined up in case this deal falls through.
You may have decided to sell to the highest bidder or the one who best secures the business'
future. Either way, you should be prepared to continue working for the business during a certain
period if your knowledge and contacts are vital to the business.
Take great care over the wording and what is covered by the warranties and indemnities. Have
your solicitor draft a disclosure letter to limit your liabilities and a vendor protection schedule to
limit the time period within which they apply.
You need to take equal care over the financial details and make a more detailed check of your
buyer's financial track record and the payment structure they are offering.
Before you agree to sell, make sure that all problems have been resolved and agreed in writing
with the buyer.
Before you sign, you need to double-check the details written into the final contract and its
accompanying documents. Once you have signed, there is a further list of tasks you need to do
before you can complete the sale.
review your aims and how well this contract meets them
make sure all the agreements made during the negotiation are included in the contract
make sure there are no vaguely worded provisions, exclusions or limitations in the
contract which could give rise to problems later.
if you are buying, ensure you have non-compete agreements in place
check the financial and tax details again with your financial adviser
check your obligations and the wording of the contract and other agreements again with
your solicitor
ensure all the necessary documentation and signatories are present at the signing session
establish a schedule of tasks for completing the sale, making the handover, continuing the
business and meeting future obligations
make sure you have copies of all negotiated agreements kept in a safe place
have informed and consulted affected employees in compliance with the Transfer of
Undertakings (Protection of Employment) (TUPE) regulations
all others who need to sign have signed the relevant documents
your solicitor has all the original documents you need to keep
the buyer's solicitor has copies of all the documents and will present a CD-Rom version
to both the buyer and seller
the financial agreements are put into effect
the buyer's solicitor makes the change of ownership return to Companies House
in asset and goodwill deals, the seller deregisters and the buyer registers for VAT
the seller - and the buyer if applicable - continues to inform and consult affected
employees in compliance with TUPE as necessary
both sides are ready for the handover and for informing clients, suppliers, etc
the business operates smoothly up to and after the sale is completed
CHAPTER 8
READING
COMPANY STRUCTURE
Aim:
Traditionally, organizations have had a hierarchical or pyramidal structure, with one person or a
group of people at the top, and an increasing number of people below them at each successive
level. This is sometimes called the structure. There is a clear chain of command running down
the pyramid. All the people I the organization know that the decisions they are able to make,
who their line manager ( or boss) is ( to whom they report), and who their immediate
subordinates are ( over whom they report), and who their immediate subordinate are ( over
whom they have line authority, and can give instruction to).
VOCABULARY
Match up the verbs and nouns below to make common word combinations
De;egate
Give
Make
Motivate
take
Decision
making
Decision
Instructions
Priority
Responsibilities
staff
Listen to three MBA students at the judge Business school taking about different-sized
companies and answer the question.
Krisna Srinivasan ( from Malaysia) Carlo de Stefanis ( from Italy) Olga Babakina ( from
Rusia)
1. Why does Krisna say that company size is not important? What does he say is important?
2. Why does Carlo Recommend University graduates to start in big Companies?
3. What does Carlo say are the differences between big and small companies?
4. What does Olga say is more important than Company size?
5. What does Olga say about big Company?
How far do you share Krisna and Olga’s point of view, and agree with Carlos’s advice?
What other benefits of working in a large company can you think of?
What other reasons might make someone prefer to work in a small company?
Do the following statements refers to the advantages of working in a big or a small company?
Presentation
Write notes for a short presentation on yor company or a company you would like to work for. ?
You should mention.
What it does
Where it is located
TV remote control : an infra-red ray connects the remote control to the TV set and allow you to
adjust the controls without having to touch the TV set itself.
Photocopier is the original is scanned electronically and a photographic image is then produced
on paper by electrostatic process using a special chemical powder ( toner)
A fax machine : the original is scanned electronically and the image is converted into digital
signals which are sent down a telephone line. At the other end a light source recreates the image
in rows of tiny dots printed on heat sensitive paper.
A. Photocopier
dialogue
B: well, basically they work on the principle of electrical charges, modern photocopiers make
use of static electricity- no ink is involved, as it used to be.
B: Well, if you open up the inside of the photocopier underneath where you lay the sheet of
paper you want copying, you will see ……a lot of things going on.
B: Well, you see, at the same time as the drum is being charged your original which you’ve laid
face down over the glass top is exposed a little at time to a light which move over the
document. This image is projected onto the drum as it revolves and the electrostatic charge
destroys the light.
A: right. But….um you said that the image, or printed material, that it no longer comes from ink,
as it used to so how do the marks get onto the paper?
B: Mhm. Yeah, well before that can happen toner powder which is negatively charged in dusted
or brushed onto the drum. And it is attracted to the charged parts on the drum. That is the
toner sticks to those parts. And those are the marks on the documents, that is the parts that
have kept their ei…their static electric charge.
A: Right. Yup.
B: And...w.. after that comes the transfer stage. The sheet of copy paper is positively charged.
And in this way a attracts the toner,
B: that’s right
A: but why’s the paper hot when it comes out of the machine?
B: Ah, well,……
CHAPTER 10
PRODUCTION
II.READING
Listen and read the advertisement for a production supervisor position. Then, complete the table
using information from the text . present the job to the class
Ordering the raw materials required for production, ensuring there is minimal surplus
or shortage.
Ensuring factory output levels are maintained.
Checking the final products for detects to ensure there is a minimal level of product
recall.
Conferencing with client to discuss their design specification.
Developing measures to cut company costs
Essential- at least there years’ experiences in a manufacturing environment, working in a
supervisory role.
Ability to meet deadlines.
Desirable- preference will be given to applicant with experience in lean manufacturing.
It is hoped that the successfull candidate will have a major role in the developing and
implementing new measures such as just in time production, in order to help the
company costs and improve the efficiency of production.
III. VOCABULARY
B. Fill in the blanks with the correct words from the word bank
Word bank
IV. LISTENING
Listen to a conversation between an interviewer and an applicant for a job Check ( ) the
qualifications that Mr. Robson already has.
1. ( ) three years of experience
2. ( ) monitoring quality control
3. ( ) ordering surplus
4. ( ) conferencing with client
5. ( ) using lean manufacturing
SPEAKING
With a partner, act out the roles below, based on the dialogue from task 6. Then switch roles.
Student B: you are applying for a job. Answer student A’s gueations
WRITING
You are applying for a job in a manufacturing Company. Write a covering letter outlining your
skills and experience( 100-120 words) make up how long you have worked in
manufacturing. Talk about:
2.Ordering
Order management
Order management is the administration of business processes related to orders for goods or
services.
An order management system (OMS) automates and streamlines order processing for businesses.
An OMS provides constantly updated inventory information, a database of vendors, a database
of customers, a record of customer returns and refunds, information on billing and payments,
order processing records, and general ledger information.
Order management is important primarily in the retail industry, but also in the
telecommunications, health care, pharmaceutical, financial, and securities sectors.
Delivery system
Assure the delivery of effective, efficient clinical care and self-management support
Improving the health of people with chronic illness requires transforming a system that is
essentially reactive - responding mainly when a person is sick - to one that is proactive and
focused on keeping a person as healthy as possible. That requires not only determining what care
is needed, but spelling out roles and tasks for ensuring the patient gets care using structured,
planned interactions. And it requires making follow-up a part of standard procedure, so patients
aren't left on their own once they leave the doctor's office. 5,6,7 More complex patients may
need more intensive management (care or case management) for a period of time to optimize
clinic care and self-management. Health literacy and cultural sensitivity are two important
emerging concepts in health care. Providers are increasingly being called upon to respond
effectively to the diverse cultural and linguistic needs of patients.
CHAPTER 11
Manufacturing Processes
Manufacturing processes are the steps through which raw materials are transformed into a
final product. The manufacturing process begins with the creation of the materials from which
the design is made. These materials are then modified through manufacturing processes to
become the required part. Manufacturing processes can include treating (such as heat treating or
coating), machining, or reshaping the material. The manufacturing process also includes tests
and checks for quality assurance during or after the manufacturing, and planning the production
process prior to manufacturing
Manufacturing processes are applicable in all areas of our lives, so much that we often
don't realize or think about it. From the cars we drive, the containers our food comes in, the TV's,
computers and other devices we use, power tools, heaters, air conditioners, the pipes that deliver
our water and the list goes on and on to include just about everything defining our modern
society. These things are all manufactured or built from manufactured components.
Manufacturing equipment itself must also be manufactured. The manufacturing process used is
determined by a variety of factors.
The fundamental idea of manufacturing or production is to create, (or produce), something that
has a useful form. This form is most likely predetermined and calculated, with a certain physical
geometry. Usually this geometry has certain tolerances that it must meet in order to be
considered acceptable. A tolerance outlines the geometric accuracy that must be achieved in the
manufacturing process. The "tightness" of the tolerances, or in other words the allowed variance
between the manufactured product and the ideal product, is a function of the particular
application of the product.
This is a summary of the basic and most commonly used manufacturing processes in
industry today. Any of these processes can be employed to produce a manufactured part. Also,
remember when deciding how to produce manufactured items, a part may require a combination
of these processes to facilitate its completion. For example, a cast part may require some
machining before i
CHAPTER 12
Various letters and documents are involved in the process of applying for a job.
Application letter
When you see an advertisement which attracts your attention, check carefully to note whether
applications should be handwritten. If it is not stated, you may type your letter. Keep your
application letter short and concise, with your main particulars listed in a curriculum vitae
( sometimes called a resume). This avoids your letter becoming very long and bogged down
with unnecessary information.
Sample
Employment
Some advertisements specify that you should write in to request an application form, in which
case just send a simple letter requesting the standard form. Application forms are often
preffered red by larger organizations because by giving specific headings the company can be
assured of obtaining the same information about each application.
49 Broome Avenue
Nottingham
NO2 3 pd
Tel 0115 987654
9 June 2000
I have been employed as part time Administration Assistant in Nottingham Technical college for
the last 6 months while studying there on a Business Administration course. My course very
soon and I am keen to join a progressive company such as Aurora Holdings.
I shall be happy to attend an interview at anytime. And look forward to hearing from you soon.
Yours sincerely,
Enc
CURRICULUM VITAE
Name :
Address :
Telephone :
Nationality :
Date of birth :
Marital status :
EDUCATION
Dates SCHOOL/COLLEGE COURSE
QUALIFICATIONS
DATES EXAMINING BODY SUBJECT
WORKING EXPERIENCE
DATES EMPLOYER POSITION/DUTIES
ADDITIONAL INFORMATION
REFEREES
Invitation to interview
A letter inviting shortlisted applicants to attend an interview should be fairly day/date/time for
the interview.
Interview
ld/st
10 June 2013
Miss Adrienne Langston
49 Broome Avenue
Nottingham
ng 2 3pj
thank you for your recent letter applying for the above post. I hope you can attend an interview
at 10.30 on friday 16 june. if this appointment is inconvenient please telephone my secretary to
make alternative arrangements.
yours sincerely
contract allows, in what order should the company carry out the step listed bellow?
C. Either hire an employment agency ( or for a senior post, a firm of headhunters), or advertise
the vacancy.
E. Examine the job description for the post, to see whether it needs to be charged for indeed,
I. Receive applications, curricula vitae/ resumes and covering letters, and make a preliminary
selection( a shortlist)
K. Write to all other candidates to inform them that they have been unsuccessful.
When applying for your first job as a business graduate, you are probably only one of many
applicants, most of whom will have similar experience and qualifications to your own.
-How can you get your name onto the shortlist for interviews when applying for a job?
B. British CVs include personal details such as date of birth, marital status, number of
C. British CVs usually include outside work interests ( sports, travelling); US ones
sometimes don’t
D. Your CV should be totally honest; you should emphasize your strengths, but not lie about
your experience or skills. It should not say anything that contradicts what you’ve put on
E. Leave out information that is irrelevant or that could give some people a chance to
discriminate against you ( personal details such as your height, weight, health, country of
H. Check for grammatical and spelling or typographical errors, and do not rely on an
Name
Address
Phone number(s) day time phone number, with the international access code
Email address
Objective:
( what you want to do next is more important than what you have done ) e.g A job in
financial Analyst.
Work experience
e.g part- time Technical Assistant, economics Faculty IT centre 9 September 2009-June 2010)
Computer Skills
e.g Microsoft word, excel and power point, Lotus Notes and Oracle Financilas
Languages
( ideally these will include hobbies that demonstrate qualities that are relevant to the job you are
applying for)
Names and address ( and phone numbers and email addresses) of two people).
It should be specific to the job you are applying for, adapted to the target organization,
It should highlight your skill and achievement, and show how your background, training,
work experience and abi;ities relate to the job you are applying for.
It should use formal language, and demonstrate that you have good written
Here is the model for a covering letter
Your address
Date 23 may 20
Company name
Company address
read the job description. I believe that my academic record and interpersonal skills make me a
I am a final – year student and will shortly be graduating from…University three months gaining
As you will see from my CV, last year I spent an exchange semester at the University of……My
experience of studying in ( language) and working in ( country) have taught me how to live and
I am available for an interview at your convenience and look forward to hearing from you.
Yours sincerely,
Reading Comprehension
Promotional Strategy
Promotion is marketing activity that stimulates demand for a firm’s products. Marketeres
promote everything from needle to aircraft. Once the product has been created, promotion is
Promotional Strategy is the plan for informing, persuading or reminding the target market
about a product. The goals is to stimulate action. In a p[rofit –oriented firm, the desired action is
The combination of advertising, personal selling, sales promotion, and publicity used to
Advertising is any non personal message paid for by an indentifiable sponsor for the
purpose of promoting products. Companies use two types of advertising product advertising and
These second element of the promotional mix is personal selling. It is a face- to face
attempt to persuade prospective customers to buy a given product. Personal selling provides the
company with the opportunity.(1) to give customers individuals attention, (2) to adapt a message
to the customers, (3) to focus on specific target market,(4) to receive immediate feedback, and
activities, other than personal selling and advertising that stimulate consumers purchasing and
dealer effectiveness . Sales promotion supports the other tionalhree elements in the marketing
mix.
The fourth element of the promotional mix is publicity. It is non paid, non personal
element of the promotional mix that can be overlooked because of its nature.
The four elements of the promotional mix need to be blended to communicate effectively
to a target market. Each type of promotion serves a different function and therefore should
support the other elements. There are two potential promotional strategy push strategy and pull
strategy.
A push strategy is a strategy directed at the members of the marketing channels rather
than the consumer. A pull strategy is a strategy aimed at the consumer.To accomplish this
strategy marketers rely on advertising, sales promotion, and publicity elements of the
promotional mix
1. What is promotion?
9. What is publicity?
"By having many more irons in the fire, you diversify the risk and disappointment that is
inevitable when any single opportunity disappears," adds Roy Cohen, author of "The Wall Street
Professional's Survival Guide: Success Secrets of a Career Coach."
"You also present yourself as a more passionate and energetic candidate. You're in the 'zone' -- a
point where you're in the flow of information and ideas -- and that makes you more valuable."
"If you are rejected for a job you should send a thank-you note, thank the employer for the
opportunity, and wish them well. No one does that. When the next opening comes around, he'll
remember you," says Hurwitz.
"Many applicants mistakenly believe they will be an appealing candidate if they explain they
will accept any type of job offer at any because they have been laid off, unemployed for an
extended period of time, have children in college, or are having difficulty making the mortgage
payments," she says. "Even if all of those circumstances are true, candidates need to craft a
different message, focusing on how they can benefit the employer by saving them money,
streamlining processes, creating additional sources of revenue and bringing overall value to the
company."
Rachel Farrell researches and writes about job search strategy, career management, hiring
trends and workplace issues for CareerBuilder. Follow @Careerbuilder on Twitter.
References :
Taylor, J. 2011. Career Paths. Business English. New Bury: Express Publishing