- 10 Marks
Question
The directors of Akilapa Ltd are involved in takeover talks with Bongo Partners. In the discussions, Mr Mensah, the Managing Director of Akilapa Ltd stated that there was no point in considering issues of ethics because the purpose of the takeover is to increase the market share of the company and ultimately increase the profit of the firm. In seconding his point, Miss Benkro indicated that in adopting a pragmatic approach to the takeover, there was no ethical issue in considering a third-party in relation to Bongo Partners because, in her opinion, the takeover will not benefit the third party but the company and the society.
During the meeting, Dr Worlanyo who was the previous Accountant of Bongo Partners before moving to Akilapa Ltd was involved in drafting the financial statements and provided a positive approval of the takeover bid. Upon receipt of the recommendation, a member of the board of directors found that there are indications that several of Bongo Partners’s Non-current assets might be impaired.
Required: i) Comment on the views of Mr Mensah and Miss Benkro regarding the fact that there is no point in considering ethical issues in the takeover bid. (4 marks)
ii) Assess the ethical issues in this scenario and explain how they should be addressed. (6 marks)
Answer
i) Comments on the views of Mr Mensah and Miss Benkro:
There are several reasons why ethical issues should be considered in a takeover bid, contrary to the views expressed by Mr Mensah and Miss Benkro:
- Integration of ethical cultures: A takeover involves integrating two companies’ ethics and compliance programs. This process is critical and begins well before the union of the companies. Ignoring ethical considerations can lead to conflicts in company cultures and values post-merger.
- Long-term success: Ethical considerations are crucial for the long-term success of the merged entity. Ignoring ethical issues or placing them on hold can endanger the success of the takeover bid and the future of the combined company.
- Stakeholder interests: Takeovers affect various stakeholders, including employees, customers, and the broader community. Considering ethical issues ensures that the interests of all stakeholders are taken into account, not just profit maximization.
- Legal and regulatory compliance: Ethical considerations often overlap with legal and regulatory requirements. Ignoring ethics could lead to non-compliance issues and potential legal risks.
- Reputation and brand value: Ethical behavior contributes to a company’s reputation and brand value. A takeover that ignores ethical issues could damage the reputation of both companies involved.
ii) Ethical issues in the scenario and how they should be addressed:
- Conflict of interest: Issue: Dr Worlanyo, the previous Accountant of Bongo Partners, is now involved in drafting financial statements and approving the takeover bid for Akilapa Ltd. How to address: Dr Worlanyo should recuse himself from any decision-making processes related to the takeover. An independent third party should be engaged to review the financial statements and takeover bid to ensure objectivity.
- Potential misrepresentation of financial information: Issue: There are indications that several of Bongo Partners’s non-current assets might be impaired, which was not reflected in Dr Worlanyo’s positive approval. How to address: A thorough and independent impairment review should be conducted. If impairments are confirmed, the financial statements should be restated, and the takeover bid should be reassessed based on the updated information.
- Duty of care and due diligence: Issue: The directors of Akilapa Ltd seem to be overlooking the importance of thorough due diligence, particularly regarding ethical and financial aspects of Bongo Partners. How to address: Conduct a comprehensive due diligence process, including ethical and financial audits. This should involve external experts to ensure objectivity and thoroughness.
- Transparency and disclosure: Issue: The potential impairment of Bongo Partners’s assets raises questions about the transparency of information provided during the takeover talks. How to address: Both companies should commit to full transparency, disclosing all material information that could affect the takeover decision. This includes any potential impairments or other financial issues.
- Professional conduct and integrity: Issue: Dr Worlanyo’s involvement in the process, given his previous position at Bongo Partners, raises questions about professional conduct and integrity. How to address: Implement clear guidelines for professional conduct in takeover situations. This should include policies on conflicts of interest and the involvement of former employees in sensitive business decisions.
- Stakeholder consideration: Issue: The focus solely on market share and profit increase ignores the broader implications of the takeover on other stakeholders. How to address: Conduct a stakeholder impact analysis to consider the effects of the takeover on employees, customers, suppliers, and the community. Use this analysis to inform decision-making and plan for post-merger integration.
By addressing these ethical issues, Akilapa Ltd can ensure a more transparent, fair, and sustainable takeover process, reducing risks and increasing the likelihood of long-term success for the merged entity.
- Tags: Conflict of Interest, Ethics, Professional Conduct, Takeovers
- Level: Level 3
- Topic: Regulatory Framework and Ethics
- Series: MAR 2024
- Uploader: Theophilus