Simon Law Firm - May 2020

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MAY 2020

Look Before You Merge! 2 Massive Merger Mistakes to Avoid

T his February, Judge Victor Marrero changed the American business landscape dramatically when he greenlighted a merger between two communication giants: T-Mobile and Sprint. Attorneys general from 13 states and Washington, D.C., opposed the merger, arguing that if the two companies joined up, then competition in the industry would decline, cellphone bills would rise, and customers with low incomes would have a harder time keeping their coverage. Instead of backing the states, Marrero praised T-Mobile as a “maverick” and gave its controversial mission to go after AT&T and Verizon an enthusiastic thumbs-up. The T-Mobile-Sprint merger is just the latest in a wave of large-scale business marriages. In a recent article, The New York Times summed it up nicely, reporting, “In June 2018, AT&T’s bid to buy Time Warner was approved, giving the phone giant control of CNN, HBO, and the Warner Bros. film and TV studios. Shortly afterward, The Walt Disney Co. beat out Comcast to buy the majority of Rupert Murdoch’s Twenty- First Century Fox empire. Late last year, Shari Redstone combined her family’s two businesses, CBS and Viacom.” In the business world, mergers and acquisitions (M&As) happen all the time, but they usually only make headlines when they include household names, implode fantastically, or both. Examples include the EchoStar-DirecTV merger attempt in 2002 and the hoped-for AT&T- T-Mobile merger in 2011, both blocked by the U.S. government. It’s relatively rare for the government to block a merger — it generally only steps in if the marriage will lessen competition, create a monopoly, or harm consumers — but even mergers between small and midsize businesses face a rocky road to success. According to the Harvard Business Review, between 70%–90% of M&As fail. Companies have plenty of reasons to consider a merger, like the possibility of increasing revenue, reaching more customers, or expanding their niche. But even with the best of intentions, it’s smart to know the risks. If you’re considering an M&A deal for your own business, keep an eye out for these pitfalls.

Culture Clash Company culture is a powerful thing: It can help you bring in new hires, keep top-performing employees loyal, and win your company awards, accolades, and press. Odds are that you understand the value of company culture and have spent years honing yours, so don’t enter a merger without a plan for it. Chief Executive magazine and Investopedia rank culture differences as one of the top reasons mergers fail, particularly when they cross state or national lines. A standout example of this is the Daimler Benz-Chrysler merger of 1998, which ended dramatically when Daimler AG (their new name) sold off Chrysler nine years later. As CNBC described it, “Chrysler was nowhere near the league of high-end Daimler Benz, and many felt that Daimler strutted in and tried to tell the Chrysler side how things are done. Such clashes always work to undermine the new alliance; combine that with dragging sales and a recession, and you have a recipe for corporate divorce.” Ideally, you should aim to merge with or acquire a company with a similar culture, but if that’s not the case, it’s vital to sit down with your soon-to-be partner and discuss your differences so you don’t send employees scrambling for the exit. What can your companies learn from each other? Which facets of your company culture (e.g., CONTINUED ON PAGE 3 ...

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The Timeless Charm of the Drive-In Movie Plus,HowtoCreateYourOwnOutdoorCinema S ummertime is synonymous with many childhood experiences: hours splashing in the pool, sleepaway camp, and snow cones, to name a few. A As of 2018, USA Today estimated that only about 330 drive-in theaters still exist in the United States. But if you don’t have one in your area, there’s a way you can enjoy the outdoor movie experience without having to leave your backyard.

quintessential summer destination that isn’t as common these days is the drive-in theater, yet many childhood memories are built on this little bit of nostalgia. The first drive-in theater opened in 1933 in Camden, New Jersey. At the time, films cost 25 cents per person, plus 25 cents per car, and drive-ins usually got movies in the second run, after they’d shown at indoor theaters. The trend started off slow, but by the ‘50s, Americans had fully embraced the outdoor theater experience. The ‘80s brought a charismatic Michael J. Fox to audiences in “Back to the Future,” and shortly after, “The Sandlot” hit the big screen and gave us lines that we’d quote for the next decade (“You’re killin’ me, Smalls!”).

Your outdoor cinema starts with a projector. If you don’t have one, they are readily available to purchase at most big-box stores. For playing the movie, you’ll need a laptop and streaming service or a DVD or Blu-ray player. You’ll connect these devices to your projector through an HDMI port. As long as you’re not broadcasting to the whole neighborhood, stereo or computer speakers should be just fine, but you can also opt for a Bluetooth speaker that will give your audio a big boost.

screen, or you can make your own with white fabric from craft stores or online. Cushions, blankets, and outdoor hanging lights add a fun touch to your cinema. Just be sure to turn the lights off before the movie begins — and silence those cellphones! Once your setup is complete, select your movie, get the popcorn popping, and enjoy some movie magic right in your backyard.

Next, you’ll need a flat surface to display the movie. A plain, white bedsheet makes a good

Has Breakfast in Bed Gone Out of Style? WHAT MOMS REALLYWANT ONMOTHER'S DAY

widespread during the Victorian era, but only for married, wealthy women who had servants. Those women would enjoy their first meal of the day in bed, and then their servants would handle all the spilled scone crumbs and messy breakfast residue. In 1914, President Woodrow Wilson dubbed Mother’s Day a national U.S. holiday, and a few years later, the aristocratic English tradition of breakfast in bed sailed across the pond to America. By the 1930s, food and bedding companies capitalized on the tradition and the new holiday by running ads in magazines and newspapers encouraging children and fathers to serve their matriarchs breakfast in bed. Since then, serving mothers breakfast in bed has become a popular Mother’s Day ritual around the world, and it remains so today. However, there is one group whose voice has been left out of the breakfast in bed conversation: mothers.

In a recent study conducted by Zagat, a well-known dining survey site, researchers found that only 4% of moms polled want breakfast in bed. Yes, you read that right. When you factor in the mess of syrup, crumbs, and coffee spilling over clean sheets, it’s understandable. Today’s mothers usually don’t have servants to clean up afterward. The study also revealed what most moms prefer to do for breakfast on Mother’s Day: 53% of mothers like to go out, and 39% prefer brunch instead of breakfast. While breakfast in bed seems like a nice gesture, statistics show that it’s probably the last thing your mom wants to wake up to on May 10. This Mother’s Day, show your appreciation for your mom or the mother of your children by asking her what she would like to do. She deserves the holiday morning she desires, whether that includes a full breakfast in bed or carryout from her favorite brunch joint.

Serving breakfast in bed to moms, especially on Mother’s Day, has been a widespread tradition for years, but have you ever wondered if it’s what your mom really wants? Here’s a look at the Mother’s Day breakfast in bed tradition and some recent insight into the popular trend. According to Heather Arndt Anderson, author of “Breakfast: A History,” the popularity of breakfast in bed became

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Tackle Allergies This Spring

flexible scheduling, casual dress code, or core values) are you willing to compromise on, and which are deal breakers? One challenging but potentially rewarding option is to start fresh and create a new culture for the new company. Some mergers, like Glaxo Wellcome-SmithKline Beecham, now GlaxoSmithKline, have done just that, outlining new company values to great effect. Lack of Planning Far too many business owners enter M&As with a vision for the future but no immediate battle plan for the present. When two companies combine, a thousand small details need to be addressed. If you don’t make a plan for every one of them, like how your strategy and growth models will function once combined, they’ll either be forgotten (to your eventual detriment) or you’ll find yourself drowning. Luckily, plenty of resources are available to help. MergerIntegration.com, for example, offers a host of free, incredibly detailed postmerger integration checklists broken down for different areas like human resources, sales, and marketing. Download them today to save yourself from figuring it out alone. If you steer around these M&A potholes, you’ll increase your chances of success as you drive your new company forward. No M&A is seamless, but the more thought you put in on the front end, the less likely you are to face a nasty and costly business divorce in the long run. –Christopher Simon

WITH THESE 3 STRATEGIES

Spring has officially sprung. Grass is growing, flowers are blooming, and longer days are here again. And while the arrival of spring is a cause for celebration, for outdoor enthusiasts who suffer from seasonal allergies, the season is bittersweet. For many, this time of the year is characterized by stuffy noses, burning eyes, and sneezing. But according to WebMD, even severe allergy sufferers can enjoy the outdoors without worrying about allergies by taking the following precautions.

Watch pollen counts.

You can usually find information about local pollen levels on the internet or in your local newspaper. If pollen counts are through the roof, consider working out inside instead of running outside. In general, pollen counts are highest on warm and breezy mornings and lowest when it is cool and rainy. Plan your outdoor pursuits accordingly.

Change immediately after spending time outdoors.

If you suffer from seasonal allergies but still love to exercise outdoors, build a habit of showering and changing immediately after coming back inside. While you were out crushing that 30-mile bike ride, pollen was slowly accumulating in your hair and on your clothes. And while 30 minutes of outdoor exercise will, according to WebMD, completely coat your nasal membrane with allergens, showering and laundering your clothing will limit your exposure while indoors.

Rhubarb Cake

Nature’s favorite tart vegetable — yes, rhubarb is a vegetable! — is in season once again. Celebrate rhubarb season with this simple, delicious cake. INGREDIENTS

Medicate, medicate, medicate.

Depending on the severity of your allergies, medication, not prevention, will likely provide the best relief available. Every person is different, so ask your doctor about the best medicine for you, and make sure you understand how you’re supposed to use it before dismissing its efficacy. Some allergy medicines can take as long as three weeks to reach their full effectiveness.

•

2 1/4 cups white sugar, divided

• • • •

2 eggs, beaten 1 cup sour cream

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1 tsp baking soda

3 cups rhubarb stalks, diced 1/4 cup butter, softened

1/2 tsp salt

2 1/4 cups all-purpose flour, divided

DIRECTIONS 1. Heat oven to 350 F. Grease and flour a 9x13-inch baking dish. 2. In a large bowl, combine 1 1/4 cups sugar, baking soda, salt, and 2 cups flour. 3. Stir in eggs and sour cream until smooth. 4. Fold in rhubarb and add mixture to the prepared baking dish. 5. In a small bowl, combine 1 cup sugar and butter until smooth. 6. Stir in 1/4 cup flour until mixture is crumbly. 7. Sprinkle mixture on top of cake batter and bake for 45 minutes. 8. Let cake cool for 5–10 minutes and serve.

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Avoid These 2 Massive Merger Mistakes 1 The Timeless Charm of the Drive-In Movie Has Breakfast in Bed Gone Out of Style? 2 Rhubarb Cake How to Avoid Allergies This Spring 3 Bird-Watching for Beginners 4

Bird-Watching for Beginners WHYMAYISTHEBESTMONTHTOSTART

Bird-watching is like a lifelong scavenger hunt that you can play anywhere on Earth. The activity provides a mixture of science, travel, and beauty, and it’s a chance to get outside for feathered adventures and quiet reflection. The month of May is a great time of year to go birding because rising temperatures prompt spring migration. So if you're eager to begin

bird-watching, there’s no better time than now. Here are some tips to get started.

to be fancy. As long as they can zoom in on faraway trees and perches, they’ll work for now. You can always upgrade later. Go Exploring Your very first birding excursion is important because you don’t want to be overwhelmed or underwhelmed. So use your field guide to home in on a single bird and go find it. It may be local, or you can plan a trip to a specific bird’s natural habitat. Stay focused and don’t get distracted by other species. The thrill that comes with spotting your first bird will keep you coming back to find the rest. Bird-watching is a wonderful hobby because it’s easy to get started and can last a lifetime. As long as you can walk, drive, or look out a window, you can be a birder. So what are you waiting for? Get out there and find some birds!

Educate Yourself Thousands of species of birds span all corners of the globe. That’s why finding them is an exciting prospect — there’s no end to the hunt! Start by researching birds that are native to your location. Purchase a field guide with pictures of each bird and maps of their range and use it to figure out where different birds live. From there, it’s easy to pick your first spotting goal. You can even get yourself extra excited by watching a few bird documentaries. Gear Up One of the best things about birding is that you don’t need a lot of equipment to do it. As long as you’ve got your field guide and comfortable walking shoes, the only other thing you’ll need is a pair of binoculars. And they don’t have

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