Reverse Mergers: Taking a Company Public Without an IPO

Book Description

Written for CEOs, CFOs, and the investment bankers, lawyers, and auditors who advise them, this is the first book to explain how reverse mergers work, from the business and legal points of view.

Customer Reviews:

Professional manual for reverse mergers.......2006-12-11

Only a few years ago, it seemed that nearly every company was going public with an IPO. Now many quality companies are locked out of the IPO market, but companies have other ways to go public. One of the most popular paths is a "reverse merger." In this transaction, your private company merges into a public company (often a "shell") and controls it, giving you a public stock with which to raise capital. This may sound shady, but it's not: many well-known companies have gone public through reverse mergers, including Warren Buffett's Berkshire Hathaway, Turner Broadcasting System, Occidental Petroleum and Blockbuster Entertainment. Experienced Wall Street securities attorney David N. Feldman takes you through the reverse merger process in detail. The book is wonderfully clear and thorough, and should become the definitive textbook on reverse mergers. It is, however, a dry read. A profusion of technical rules and especially acronyms (SPAC, SOX, Form 10-B, Rule 419, Regulation A, SB-2, PIPE) make the book slightly MEGO (My Eyes Glaze Over) for the uninitiated - but then, they are not its target audience. We enthusiastically recommend this book to sophisticated investors, lawyers, accountants, investment bankers and executives who want all the details on this increasingly popular financing technique.

This book changed my life!!!.......2006-10-10

Well, maybe it didn't exactly change my life, but it gave my law firm a new direction. My firm specializes in strategic transactions - initial public offerings, private placements, mergers & acquisitions - but we had steered clear of reverse mergers because of the uncertainty and confusion. Feldman and Dresner cleared up that confusion we now offer reverse mergers as part of our services.

This book showed the mechanics of structuring a reverse merger, how to create shell corporations and guidelines on financing. It covers due diligence, securities filings and and plenty of mistakes to avoid.

Whether you're an attorney, accountant, investment banker, business owner or private investor, this book will offer you an new strategy for growth and finance by way of reverse mergers.

excellent book.......2006-10-02

This is a most informative book and tells you how to do it. The concept is mysterious at first but is clearly explained in this book. It is a must for anyone considering taking his business public. I highly recomend it.

An excellent investment if you're interested in reverse mergers.......2006-10-01

If you want to know the right way to organize and structure Reverse Mergers, this is the book to go for. It's an excellent up to date reference as well as a guidebook of do's, don'ts and "tricks of the trade"; even better, it's written so both newbies and professionals can benefit from it.

At the very minimum, Reverse Mergers will pay for itself many times over in saved legal fees; more importantly it will almost certainly save you a lot of time and may well save you from some very expensive mistakes. If you intend to do anything in this area, Mr. Feldman's book is undoubtedly the best $50 investment you can make.

Mergers and Acquisitions: A Global Tax Guide

Average customer rating:

Mergers and Acquisitions: A Global Tax Guide
PricewaterhouseCoopers LLP
Manufacturer: Wiley
ProductGroup: Book
Binding: Paperback

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ASIN: 0471653950

Book Description

How you handle global tax issues can make or break a deal.

Gain a better understanding of these issues with guidance from PricewaterhouseCoopers' Mergers and Acquisitions: A Global Tax Guide

When a business engages in a multinational merger or acquisition, dealing with a diverse set of transaction-related tax rules is one of the major challenges to successful implementation. PricewaterhouseCoopers' Mergers and Acquisitions: A Global Tax Guide helps you navigate the complexities unique to these international deals. This invaluable guide focuses on the global tax aspects of mergers and acquisitions to provide you with the information you need to move the deal forward-under a variety of circumstances and in numerous markets.

Presenting individual chapters for each of thirty-one countries, this essential handbook provides quick access to the tax information you need, and, as much as possible, reduces the effort required to compare the rules that apply in one jurisdiction with the rules that apply in others. Each country-specific chapter includes an overview of the general approaches to mergers and acquisitions taxation issues as well as detailed information about how the tax authorities in each country apply the rules to various aspects of a transaction.

Book Description

A detailed and authoritative practitioner work on mergers and acquisitions of companies in the US and UK, this will be an important reference for lawyers on both sides of the Atlantic (including all major companies with dealings in those jurisdictions). It covers law and practice in the US and UK in equal detail: the US chapters cover both federal and key state regulatory regimes; the UK chapters include coverage of the City Code and developments in the European Union. The author combines a strong academic background with extensive experience as a practising lawyer with the US firm Shearman and Sterling, one of the top mergers and acquisitions firms in the world.

Average customer rating:

M&A Understanding
Yes, this is a very focused topic, but it is a great book!
Book is an excellent resource for anyone serious about M&A.
Book is an excellent resource for anyone serious about M&A.

The Art of M&A Due Diligence
Alexandra Reed Lajoux , and Charles M. Elson
Manufacturer: McGraw-Hill
ProductGroup: Book
Binding: Hardcover

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ASIN: 0786311509

Book Description

The coauthor of the bestselling The Art of M&A: A Merger Acquisition Buyout Guide is back with a question and answer resource that focuses on the msot critical steps in the M&A process. Drawing on the experience of 100 experts, Lajoux shows non-lawyers how to navigate due diligence and how to uncover data that can break a deal. Featuring global perspectives and special insights for small businesses, manufacturers, and service companies, this primer is essential for everyone involved in M&As.

Customer Reviews:

M&A Understanding.......2007-10-05

This is a must for the articulate and must be read carefully, consistently or the extensiveness and expertise will cause one to re-read excerpts. Forwarning: create word document to capture the depth of the content to enable review of materials. The book is precise and very well organized. Only one area of weakness in material is more detail regarding corporate minutes. Unless you have been a corporate secretary and done this kind of work you won't grasp the critical issues in doing acquisitions and questions to seller. I do M&A-well worth the money.

Yes, this is a very focused topic, but it is a great book!.......2002-07-03

When purchasing a company you need to know what to look for and where to look for it and what it is you are looking at when you get the information you asked for.

If you are selling your company you need to know what someone SHOULD be looking for, where they will look for it, and the kinds of conclusions they should be drawing from what they are seeing.

This book is an incredibly valuable resource in this process. It is organized very logically and is a series of questions and answers so you can hop around to the information you need for the moment. However, it is also written in such a lively manner that it is easy to read from beginning to end. I happen to be fascinated by this topic and think this is an incredibly helpful handbook.

I think that the way you conduct due dilligence says a lot about your chances of success with an acquisition. And I also think that if someone is trying to buy you, you can tell a lot about them by what they want to know and the conclusions they draw from what they see. In either case it behooves you to invest time and a couple of books in a book like this. Well, in this book.

Book is an excellent resource for anyone serious about M&A........2000-09-29

Alexandra Reed LaJoux has done it again. Her most recent book on "The Art of M&A Due Diligence" is a valuable tool for the seasoned practitioner as well as the neophyte. She and her co-author Charles Elson effectively combine the big picture with relevant detail so that the reader has a clear understanding of not only the critical concepts but of the process of "due diligence." I found the chapter dedicated to "transactional due diligence" particularly useful. I would recommend this book to anyone serious about transactional work, either as a lawyer, investment banker, or businessperson.

Book is an excellent resource for anyone serious about M&A........2000-09-29

Resisting Hostile Takeovers: The Case of Gillette

Average customer rating:

worth reading
an excellent , detailed account
Taking the outsider in

Resisting Hostile Takeovers: The Case of Gillette
Rita Ricardo-Campbell
Manufacturer: Praeger Publishers
ProductGroup: Book
Binding: Hardcover

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ASIN: 0275958302

Book Description

Written by the first woman director of the Gillette Company, this is an exciting first-hand account of Gillette's successful fight against four hostile takeover efforts during the late 1980s. After a brief, insightful history of the company and the growth of its world-famous products--Gillette razors and blades; Braun coffee machines and electric razors; Oral-B toothbrushes; Paper Mate, Waterman, and Parker pens; and cosmetics--the author tells the inside story of Ronald Perelman's three attempts and the Coniston Partners' one attempt to take over Gillette. Ricardo-Campbell, who chaired Gillette's Finance Committee during this period, provides a fascinating look at the ensuing proxy battles and other intricate financial maneuvers. Combining academic theory and first-hand experience in its discussion of topics such as greenmail and poison pills, this work also features such world-renowned corporate figures as Warren Buffett, Joe Flom, and Eric Gleacher.

Customer Reviews:

worth reading.......2003-12-26

I believe Resisting Hostile Takeovers is worth reading though I don't completely agree with Ms.Ricardo-Campbell's writing style. This book discusses two events Gillette had experiened through 1986 and 1988: hostile hakeover attempt and proxy battle. The author, as economist, very concisely details the major issues arising in the takeover battle such as business decision rule, antigreenmail, proxy battle, anti-takeover legislation etc. Caution is required, however, since this book is written from a board member's viewpoint and there are relatively not much about how managements and other legal and financial advisors reacted to the threats.

an excellent , detailed account.......1999-09-25

This excellent thesis has great credibility because it was written by someone who was actually in the game and not on the sidelines looking in. The detail is such that it could also serve as a text on the subject of takeovers. This book serves as a testament that even the some of the best managers(Gillette) should and will be constantly challenged ( if need be by outsiders like Perelman, etc) to increase shareholder value.

Taking the outsider in.......1997-12-12

Well, perhaps not many students find takeover sories interesting. Perhaps,... But for an insight into real business problems, the Gillettte story is one of the very best. It shows that women may be better managers (even in a razor company), provides a fresh written perspective, and should be considered as a wounderful learing example for further geneations.

Tax Accounting in Mergers and Acquisitions, 2007

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Tax Accounting in Mergers and Acquisitions, 2007
Glenn R. Carrington
Manufacturer: CCH, Inc.
ProductGroup: Book
Binding: Perfect Paperback

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ASIN: 0808089382
Release Date: 2006-11-23

Product Description

There are many considerations that influence how a transaction is structured, including tax considerations. The most basic tax issue is whether to structure the transaction as taxable or tax-free. In general, there are four basic structures for a corporation acquisition: (1) a taxable acquisition of a target corporation s stock; (2) a taxable acquisition of a target corporation s assets; (3) a tax-free acquisition of the target corporation s stock; or a tax-free acquisition of a target corporation s assets. While at first blush, it may seem that it is always more desirable to structure a transaction as tax-free, this is not always the case. As an initial matter, the requirements for structuring a transaction as a tax-free reorganization, which are set forth in § 368, are quite strict. The strictures imposed by § 368 may not always be compatible with the business objectives of the parties to the transactions, making resort to a taxable structure more desirable. If the fair market value of a target corporation s assets is greater than the target s basis in such assets, the purchaser may wish to acquire a fair market value basis (i.e., a stepped up basis) in such assets, something that is only possible in a taxable asset acquisition or a taxable stock acquisition for which a § 338 election is made. This book considers the tax accounting implications of structuring and restructuring transactions including those described in Code §§351 (Transfer to Corporation Controlled by Transferor), 338 (Certain Stock Purchases Treated as Asset Acquisitions), 381 (Carryovers in Certain Corporate Acquisitions), 721 (Nonrecognition of Gain or Loss on Contributions to a Partnership), and 1001 (Gain or Loss on Disposition of Property). It discusses the rules relative to a taxpayer s ability to carry over methods of accounting, to obtain audit protection through filing accounting method changes, to preserve favorable methods of accounting, to determine the effect of the transa

International M&A, Joint Ventures and Beyond: Doing the Deal

Average customer rating:

Good summary
Very Useful.
excellent overview

International M&A, Joint Ventures and Beyond: Doing the Deal
David J. BenDaniel , Arthur H. Rosenbloom , James J., Jr. Hanks , and Jr., James J. Hanks
Manufacturer: Wiley
ProductGroup: Book
Binding: Hardcover

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ASIN: 047102242X

Book Description

"By assembling the highly focused works of more than two dozen businessmen, lawyers, accountants, investment bankers, consultants, and experts in such fields as risk management and human resources, BenDaniel and Rosenbloom seamlessly illuminate a complex subject."-Paul E. Graf, President and CEO, Axel Johnson Inc.
This fully revised Second Edition shows readers how to find, analyze, structure, and negotiate international deals.

Customer Reviews:

Good summary.......2003-04-22

The book covers the accounting, legal, tax and financing aspect of international merger and acquisition activities. There are 15 chapters, with each chapter contributed by different author. The continuity is not good. The lack of real world M&A cases is the major drawback of this book. At the graduate level, the book is still useful as a checklist.

Very Useful........2002-10-15

A very useful companion to the main text. Provides a substantial amount of additional material, such as Q&A on the text, Q&A on real-life examples of mergers and acquisitions, sample forms, checklists, and an additional reading list. I highly recommend it.

excellent overview.......1998-08-01

This is an excellent resource with helpful checklists and quick overviews on points to considering when structuring an international deal. Chapters on legal aspects of international joint ventures (Robert F. Ebin) and International Project Finance (Scott L. Hoffman) are top-notch. I highly recommend this to anyone "doing the deal."

Texaco and the $10 Billion Jury (The Prentice Hall Corporate Library)

Average customer rating:

Outstanding trial narrative
An interesting if biased view
A view by a juror

Texaco and the $10 Billion Jury (The Prentice Hall Corporate Library)
James Shannon
Manufacturer: Simon & Schuster
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Binding: Hardcover

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Oil & Honor: The Texaco-Pennzoil Wars

ASIN: 0139119590

Customer Reviews:

Outstanding trial narrative.......2006-07-22

James Shannon, a juror in the trial, provides a superb observation of the trial proceedings as they were presented. He includes enough detail of the involved personalities and background facts that his opinions are persuasive without interfering with the reader's interest in learning about this
fascinating battle of two oil giants. This book will be
appreciated by those in either the legal profession or the oil industry, interested in some light reading, as well as anyone with an interest how a complex civil case might unfold in a courtroom.

An interesting if biased view.......2003-11-30

James Shannon is an ordinary Houstonian who was an influential juror in the famous case. It resulted in the largest verdict in US tort history which caused Texaco, a major US company, into bankruptcy and ultimately extermination. The result was a disaster for most Texaco employees (except those at the top)and shareholders, enriched Pennzoil top executives, some shareholders and many lawyers on both sides. At the trial Pennziol claimed that Texaco had "stolen" their deal to buy Getty Oil and that the payment of damages of $7.5 billion plus punative damages of the same amount could easily be absorbed by the larger Texaco (portrayed as the prototype of "big oil") because Texaco had assets exceeding that amount. Strangely Texaco never seriously rebutted these claims even though they were ridiculous.

The jury agreed with Pennzoil and awarded Pennzoil a total of $10 billion in damages and penalties. Texaco went into bankruptcy despite the assertions of the Pennzoil lawyers about Texaco's abilty to pay. The Bankruptcy Court ultimately reduced the judgement to $3 billion and Texaco survived bankruptcy but was crippled as a business and had to sell off substantial assets to pay off Pennzoil and ultimately "merged" with Chevron - in effect Texaco was ultimately liquidated. Few benefitted from this result (Pennzoil executives and lawyers excluded) and many Texaco employees suffered severely. By the way, few of the Texaco executives invoved in the Getty take-over suffered at all.

Shannon still refuses to recognize what happened and stubbornly defends the verdict of the jury. Not only that, his bias against Texaco as a juror shouts from every page. He openly admits that the book was written in pique against Texaco's post-trial criticisms of the verdict and himself personally.

Pennzoils's lawyers had argued that Texaco could easily absorb the level of damages and penalties claimed ($14 billion) - that Texaco's "bargain" in obtaining Getty's oil and gas reserves at the Texaco bid price was worth far more than the amounts claimed by Pennzoil. In other words Texaco would be way ahead even AFTER paying $14 billion to Pennzoil. This was of course arrant nonsense but Shannon and the other jurors apparently bought it hook, line and sinker. This was perhaps not entirely their fault since Texaco made little attmept to rebut the nonsense in the record except to ridicule it verbally - not "evidence"!

Nevertheless in spite of the skewed reporting this is an interesting book. It is certainly of interest to any lawyer involved in high stakes litigation as an illustration of jury thinking - although they should be aware it already!

Reading it one can appreciate the predicament Texaco was in. Having been assured by its lawyers and investment advisors that it was legally free to step into the Pennzoil-Getty situation to "stop the train" and outbid Pennzoil for Getty before a final agreement was signed (which they did to the benefit of all Getty owners) they were then forced to defend their position or to seek a compromise with Pennzoil. The book tells us nothing about any pre-trial attempts at compromise whatever they may have been. The result was a "bet the ranch" litigation in which Texaco's lawyers strangely made no serious attempt to show that Pennzoil's claimed measure of damages ($7.5 billion) was excessive although it was widely believed by many oil industry people that this was the case. Apparently Texaco's trial counsel thought that this would undermine their principal defense - that Pennzoil had not legal contract in the first place and that Texaco therefore didn't interfere with a "deal". This proved to be an error, at least in Texas, because there was no evidence in the record of the case on which a Texas reviewing court could reduce the jury findings of damages and come up with lesser figures. The Bankruptcy Court reduction to $3 billion came later and Shannon doesn't deal with that.

Texaco was of course at a disavantage once the case got into the Texas jury system. Their case was based on the "legalistic" argument that no final agreement existed between Pennzoil and Getty. It was founded on the sophisticated knowledge and understandings of Wall Street takeover lawyers and investment advisors whereas Pennzoil's case was based on common sense "handshake", "down-home" understandings. It would seem that Texaco overestimated their case in the Texas court no matter what the technical, theoretical strength of their case. In the final analysis it was the call of a Texas jury whether or not there was "a deal" between Pennziol and Getty. They found that there was and Shannon's report of their deliberations shows that they breezed through the secondary issues of "deliberate knowledge of interference by Texaco" (a major gaffe on their part) and quickly compromised on the penalty verdict under Shannmon's prodding which he makes no bones in telling us about.

Shannon himself comes across as biased against Texaco from the start to the finish for whatever reason and this goes on through the trial. In fact he hardly tries to conceal it in the book. Joe Jamail, Pennzoil's lead lawyer and "junkyard dog" tort lawyer is repeatedly shown as a clever guy: Texaco's witnesses as "not appealing" on personal basis (Chariman John McKinley's stiff lack of humor - undoubtedly true, but so what?) Shannon was perhaps also influenced by anti-semitism even though he denies it. Why do I say this? He says numerous times that the testimony of Martin Lipton, unmistakably a typical New York Jewish lawyer, and an investment advisor who testified generally in support of Texaco's view of the case, "actually cemented the case for Pennziol". The trouble is that reading the testimony of Martin Lipton as quoted in the book one can come to no such conclusion. Lipton was a firm and steady witness for Texaco's view of the dealings. It could only have been some personal dislike of Lipton and reading negatively into his testimony which could have caused Shannon to come to the conclusion he did. As Shannon would put it in referring to some Texaco witnesses, "I just don't believe him."

A view by a juror.......2001-11-12

I think this is the first book I have read written by an actual juror. Since the author was a very influential juror, pulling for the winner of the case, his selection of things from the transcript probably is skewed some, but if so it is not obvious. I was fascinated to read how the judge allowed the lawyers, especially the lawyer for Pennzoil, to "run wild" in voir dire, and one cannot but think that the fact the lawyer gave the judge $10,000 for his election campaign may have at least subconciously influenced the judge. This campaign contribution is discussed in the book, but the author apparently does not see the obvious solution: a lawyer who gives money to a judge should be barred from practicing before that judge. This would soon have Texas going to a better method of selecting judges, as many states have. This is a book which anyone who wants to see how a juror reacts to what goes on should read. A fascinating account of a mammoth case.

Corporate Tides: The Inescapable Laws of Organizational Structure

Average customer rating:

An article's worth of good ideas, stretched into a big book
Brilliant and revolutionary thinking
Fritz's work is foundational to any other business info

Corporate Tides: The Inescapable Laws of Organizational Structure
Robert Fritz
Manufacturer: Berrett-Koehler Publishers
ProductGroup: Book
Binding: Hardcover

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ASIN: 1881052885

Book Description

The bestselling author of The Path of Least Resistance shows business men and women how to recognize the roots of their organization's failure, and build a healthy structure from the bottom up. Nationally acclaimed business consultant Robert Fritz outlines the basic laws of structure that determine a coporation's ultimate success or failure.

Customer Reviews:

An article's worth of good ideas, stretched into a big book.......1999-02-12

Fritz makes some excellent points here about identifying and resolving structural conflicts in organizations. As a 30 or 40 page article, with numerous real-life examples, it would have been an excellent "primer". As a full length read, though, you walk away feeling somewhat cheated: *There's no discussion of how to actually diagnose structure conflicts (which you need to make use of these concepts). *No mention of how to address more complex structural conflicts, where the resolution would have to occur over time. *And the discussion of "structural tension" provided here is just one piece of what you need to design an effective organization. Two other concerns: (1) The book is decidedly skimpy on real company examples. (2) The numerous pitches for Fritz's consulting and training practice become downright grating. Good ideas here, but not well presented.

Brilliant and revolutionary thinking.......1997-03-11

This is the textbook for building successful organizations and gaining control of unruly ones. A book for smart business people who will not be deceived by its apparent simplicity

Fritz's work is foundational to any other business info.......1997-02-01

A quote from the late W Edwards Deming reads: "94% of all problems in business and organizations are problems with structure and system, only 6% are problems with people." Who in your organization is the authority on these subjects? Unfortunately, at the age of 93 W. Edwards Deming passed away on Dec. 20th of 1993. Robert Fritz is today's authority and leading thinker about structure and system which will be critical to understand for success during this next century. Why are school children told what to think before being taught how to think? K-12 and university, collge teachers must incorporate Fritz's work if our children are to have a real competitive chance at a decent future. Corporate Tides is written very clearly using step by step logic, Quick Reviews, Laws and Axioms which makes the information easy to digest and incorporate. No matter what your current occupation, the work of Robert Fritz will greatly enhacnce your creative ability by providing knowledge of how to develop dynamic, resolving structures that lead to sucess. Sincerely, Russell W. Kukla PS: Why are school children told WHAT to memorize before being taught HOW to memorize? The basic structure used for building a powerful memory ability is the same basic structure that Robert Fritz teaches. Structure is everwhere?

The Law and Finance of Corporate Acquisitions (University Casebook Series)

Average customer rating:

Very specialized, but necessary background. Well written.
Those who know choose this book

The Law and Finance of Corporate Acquisitions (University Casebook Series)
Ronald J. Gilson , and Bernard S. Black
Manufacturer: West Publishing Company
ProductGroup: Book
Binding: Hardcover

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ASIN: 1566620678

Book Description

Gilson and Black's casebook provides detailed information on the law and finance of corporate acquisitions. The casebook provides the tools for fast, easy, on-point research. Part of the University Casebook Series®, it includes selected cases designed to illustrate the development of a body of law on a particular subject. Text and explanatory materials designed for law study accompany the cases.

Customer Reviews:

Very specialized, but necessary background. Well written........2003-11-03

Since this is a legal casebook, this book is targeted for lawyers who want background on corporate acquisitions. It is terrific for this. Great and relevant cases with very good write-ups. Plus it has some very nice introductory material on the role of lawyers in adding value to the acquisition process and offers a decent summary of the principles of corporate finance.

But I think it has real value for the businessperson who is going to be hiring lawyers to help him or her in the process of acquiring or being acquired. Just as this book provides some background on finance for lawyers, it provides a great deal of good background that every businessperson needs to know and where things can go wrong.

At over 1,500 pages it is a huge book. It is unlikely that you will ready it from cover to cover, but it is engagingly written. So, if you enjoy this topic I think you will find yourself dipping into it on a regular basis. There is an index and a list of all the cases cited in the book, plus a very interesting list of the authorities cited including their writings.

This book was originally published in 1986 with this second edition coming out in 1995. There have been some separate updates published since then, which can also be found on Amazon. I have not looked at the updates and found this book to be satisfactory for my purposes. It is interesting to get so much background on some very famous cases and see how eight years has offered new perspective and how much is forgotten in the popular consciousness. If you are involved in acquisitions I think this book deserves to be on your shelf. I don't know how you could think you have been diligent without consulting this standard text. I bought it as a recommended supplementary text for a course I took on corporate control as part of the MBA program at the Michigan Business School.

Those who know choose this book.......2002-11-01

Gilson and Black have assembled the authoritative casebook for students interested in the field, professors teaching it, and practitioners who need some context.

One could read the "other" M&A book by Carney, but one could also drink weak tea. Neither would be satisfactory.

The book is not for the faint of heart. The authors do not even cite a case for a couple hundred pages. The book endeavors to really teach what one needs if an understanding of this complex field of law is what is truely sought after. Therefore, it starts with a primer in economic theory and practices. Get out a calculator because if you went to law school to escape them, you were wrong. This is an highly important, and now, rare book. Both because it has been increasingly hard to find, and because the current trend in legal casebooks has been to water everything down. This book rasies the bar to a level other casebooks, students, teachers, and practitioners of law should strive to achieve.

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