[PDF Download] Cases in corporate finance 1st edition joshipura full chapter pdf

Page 1


Cases in Corporate Finance 1st Edition

Visit to download the full and correct content document: https://textbookfull.com/product/cases-in-corporate-finance-1st-edition-joshipura/

More products digital (pdf, epub, mobi) instant download maybe you interests ...

Cases

in Corporate Finance 1st Edition Joshipura

https://textbookfull.com/product/cases-in-corporate-finance-1stedition-joshipura-2/

Corporate Finance 4th Edition Ivo Welch

https://textbookfull.com/product/corporate-finance-4th-editionivo-welch/

Corporate Finance - European Edition David Hillier

https://textbookfull.com/product/corporate-finance-europeanedition-david-hillier/

Corporate Finance Fundamentals Stephen A. Ross

https://textbookfull.com/product/corporate-finance-fundamentalsstephen-a-ross/

Corporate finance 12th Edition Randolph W Westerfield

https://textbookfull.com/product/corporate-finance-12th-editionrandolph-w-westerfield/

Fundamentals of Corporate Finance 10th Edition Brealey

https://textbookfull.com/product/fundamentals-of-corporatefinance-10th-edition-brealey/

CFIN 6: Corporate Finance 6th Edition Scott Besley

https://textbookfull.com/product/cfin-6-corporate-finance-6thedition-scott-besley/

Corporate Finance theory and practice Fourth Edition Dallocchio

https://textbookfull.com/product/corporate-finance-theory-andpractice-fourth-edition-dallocchio/

Quantitative Corporate Finance John B. Guerard Jr.

https://textbookfull.com/product/quantitative-corporate-financejohn-b-guerard-jr/

CASES IN CORPORATE FINANCE

Cases in Corporate Finance includes 60 unique case studies that illustrate the application of finance theories, models, and frameworks to real-life business situations. The topics cover a wide range of sectors and different life cycle stages of firms. The book bridges a crucial gap in topical emerging market case coverage by presenting industry-relevant case studies in the Indian context and on themes pertinent to the current business environment. Through the case studies included in the book, the authors offer insights into the essential areas of corporate finance, including risk and return, working capital management, capital budgeting and structure, dividend decisions, business valuation, and long-term financing. Cases included in the book are decision-focused and provide opportunities to carefully analyse risk-return trade-offs and apply tools to evaluate critical financial decisions. The book will be helpful for students, researchers, and instructors of business management, commerce, and economics.

Mayank Joshipura is a Professor of Finance, Associate Dean-Research, and Chairperson of the Ph.D. programme at the School of Business Management, NMIMS Deemed to be University, Mumbai. He holds a Ph.D. and an MBA in Finance and a Bachelor of Engineering degree in Power Electronics. He attended and completed a certificate programme on “Creating Value through Financial Management” from the Wharton Business School, USA, and the Glocoll progamme from Harvard Business School, USA. He has two and half decades of experience in management education, research, and consulting.

Sachin Mathur is Associate Professor, Finance, at the School of Business Management, NMIMS Deemed to be University, Mumbai. He holds an MMS degree and a Ph.D. from NMIMS, Mumbai and a Bachelor of Technology degree in Chemical Engineering from Institute of Technology, BHU, Varanasi. He has over 15 years of industry experience including as Head of Research at CRISIL Ltd. He is a CFA charter holder.

CASES IN CORPORATE FINANCE

Designed cover image: © Getty Images

First published 2024 by Routledge

4 Park Square, Milton Park, Abingdon, Oxon OX14 4RN and by Routledge

605 Third Avenue, New York, NY 10158

Routledge is an imprint of the Taylor & Francis Group, an informa business © 2024 Mayank Joshipura and Sachin Mathur

The right of Mayank Joshipura and Sachin Mathur to be identified as authors of this work has been asserted in accordance with sections 77 and 78 of the Copyright, Designs and Patents Act 1988.

All rights reserved. No part of this book may be reprinted or reproduced or utilised in any form or by any electronic, mechanical, or other means, now known or hereafter invented, including photocopying and recording, or in any information storage or retrieval system, without permission in writing from the publishers.

Trademark notice : Product or corporate names may be trademarks or registered trademarks, and are used only for identification and explanation without intent to infringe.

British Library Cataloguing-in-Publication Data

A catalogue record for this book is available from the British Library

ISBN: 978-1-032-60115-1 (hbk)

ISBN: 978-1-032-72448-5 (pbk)

ISBN: 978-1-032-72447-8 (ebk)

DOI: 10.4324/9781032724478

Typeset in Sabon by Deanta Global Publishing Services, Chennai, India

19.3

19.4

26.1 AT-1 and Tier-2 Bonds Owned under BlueStar ShortTerm Debt Fund

26.2 SEBI’s Amended Circular on Valuation of AT-1 and Tier-2 Bonds (March 22, 2021)

26.3 Outstanding AT-1 Bonds of Major Banks with a Call Option in FY22 (Rs. in Crore)

26.4 SEBI Debt Fund Classification 2018 (Select Fund Types)

26.5 G-Sec Yields Estimates Based on Traded Bonds and ZCYC Model

27.1

27.2

27.3

27.4

27.5

27.6

28.1

28.2

28.3

28.4 Market Risk Premium, Yield Spreads and Levered Beta in Aug 2019 (Radha’s estimates)

29.1

29.2

29.3 Balaji’s Wafers Estimated Income Statement and Balance Sheet* (Rs Crore)

29.4

29.5

30.1(a)

30.1(b)

30.2

30.3

30.4

31.1

31.2

31.3

31.4

37.6

39.6

39.7

42.1

50.3

50.4

50.5

53.1

55.1

55.3

55.4

58.7

59.1

ACKNOWLEDGEMENTS

We owe our gratitude to many people for enabling us to write and enrich this book. Indeed, this work would not have been possible without their contribution and support. Many of the cases were developed while teaching our courses along with our colleagues, and we would like to acknowledge the intellectual inputs and feedback received from them. We also thank the NMIMS University for allowing us to use the library and its other resources to complete our work. Several academicians from other institutions and other professionals too helped us with their valuable suggestions.

More specifically, we would like to thank the following persons for their inputs, suggestions, feedback, and support: Dr Ramesh Bhat, Dr Chandan Dasgupta, Dr Smita Mazumdar, Dr Sangeeta Wats, Dr Sudhanshu Pani, Dr Anupam Rastogi, Dr Paritosh Basu, Dr Ranjan Chakravarty, Dr Samveg Patel, Dr Durgesh Tinaikar, Dr Nehal Joshipura, Dr Tanushree Mazumdar, Dr Vasant Sivaraman, Dr Suresh Lalwani, and Prof. Prem Chandrani.

We are thankful to the entire team at Routledge for the timely completion of this project. We take this opportunity to acknowledge the contributions of our students in shaping our thought process over the years and in having inspired us to write this book to share our thoughts with the learners.

Finally, we thank our family members for their unconditional support, constant encouragement, and allowing us spare time to use productively during the challenging Covid-19 lockdowns.

Mayank Joshipura

Sachin Mathur

ABBREVIATIONS

AC Asbestos cement

ACES Autonomous vehicles, connected vehicles, electrification, and shared mobility

ACMA Automobile Component Manufacturers Association

AGM Annual general body meeting

AGR Adjusted gross revenue

ARPU Average revenue per user

ARR Average revenue per room

ASBA Application supported by blocked amount

ASL Avenue Supermarts Ltd

AT1 Additional Tier-1

BAL Bharti Airtel Ltd

BCBS Basel Committee on Banking Supervision

BCG Boston Consulting Group

BEV Battery-operated vehicle

BRLM Book running lead managers

C&W Cables and wires

CAGR Compounded annual growth rate

CAPM Capital asset pricing model

CAR Capital adequacy ratio

CCI Competition Commission of India

CEO Chief executive officer

CFO Chief financial officer

CFROI Cash flow return on investment

CMO Chief marketing officer

Abbreviations

COCO Company-owned company-operated

CoCos Contingent convertible capital instruments

COGS Cost of goods sold

CR Conversion ratio

CUF Capacity utilisation factor

CVA Cash value added

CY Calendar year

DCF Discounted cash flow

DDM Dividend discount model

DDT Dividend distribution tax

DMA Definitive merger agreement

DoT Department of Telecommunications

E&P Exploration and production

EBOs Exclusive brands outlets

ECB External commercial borrowings

EDLC/EDLP Everyday low cost/everyday low price

EPS Earnings per share

ESG Environment, social, and governance

ETF Exchange-traded fund

EVA Economic value added

EVs Electric vehicles

F&B Food and beverage

FAME Faster Adoption and Manufacturing of Electric Vehicles

FCCB Foreign currency convertible bonds

FMEG Fast-moving electrical goods

FPO Follow-on-public offer

FTA Foreign tourist arrivals

GDP Gross domestic product

GDRs Global depository receipts

GESCO Great Eastern Shipping Company

GFC Global financial crisis

GFS Governance-for-Stakeholders

GMP Grey market premium

GMV Gross merchandise value

GNP Gross non-performing assets

GoI Government of India

GRM Gross refining margin

GST Goods and services tax

HPY Holding period yield

ICEVs Integral combustion engine vehicles

InvIT Infrastructure investment trusts

IPL Indian Premier League

IPO Initial public offer

xxii Abbreviations

IRR Internal rate of return

IT Information technology

ITSL IDBI Trusteeship Services Ltd

KMBL Kotak Mahindra Bank Ltd

KMFL Kotak Mahindra Finance Ltd

LCVs Light commercial vehicles

LIBOR London Interbank Offer Rate

LIC Life Insurance Corporation

LTCG Long-term capital gains

M&M Mahindra and Mahindra Ltd

MDP Management development programme

MHCVs Medium and heavy commercial vehicles

MM Modigliani and Miller

MMDR Mines and Minerals (Development and Regulation) Act

MPT Modern portfolio theory

MTPA Million tonnes per annum

NAVs Net asset values

NBFC Non-banking finance company

NCDs Non-convertible debentures

NII Non-institutional investor

NIM Net interest margin

NPV Net present value

NSE National Stock Exchange

NSM National sales manager

O2C Oil-to-chemicals

ODI Overseas direct investments

OEMs Original equipment manufacturers

OFS Offer for sale

OTT Over-the-top

PE Private equity

PGCIL Power Grid Corporation Ltd

PIPE Private equity in public enterprise

PONV Point of non-viability

PSB Public sector bank

PUTL Power Grid Unchahar Transmission Ltd

QARP Quality at a reasonable price

QIB Qualified institutional bidder

QIP Qualified institutional placement

R&D Research and development

R&M Refining and marketing

RACs Room air conditioners

RBI Reserve Bank of India

RE Rights entitlements

REVPaR Revenue-per-available-room

RIA Registered Investment Advisor

RII Retail individual investor

RIL Reliance Industries Ltd

ROCE Return on capital employed

ROE Return on equity

ROIC Return on invested capital

RTA Registrar and transfer agent

RTO Regional Transport Office

RWN Rating watch negative

SC Supreme Court

SEBI Securities and Exchange Board of India

SEZs Special economic zones

SOTP Sum-of-the-parts

SSSG Same-store sales growth

TIL Tata International Limited

UPI Unified payment interface

VC Venture capital

WACC Weighted average cost of capital

WDV Written-down value

YTC Yield-to-call

YTM Yield-to-maturity

INTRODUCTION

Participant-centered learning has emerged as a superior method of teaching–learning over conventional teaching. 360-degree active learning, where participants learn from the instructor and fellow participants, enhances their learning experience. The instructor’s role in such a learning approach is that of facilitator. Participant-centered learning emphasises the process of discovery rather than the dissemination of knowledge. It focuses on skill building (How to do?) rather than simply imparting knowledge (What to do?). The use of cases in management education, especially with a decision focus pioneered by Harvard Business School in the early 20th century, has become the focus of management education. A case with a decision focus in which the protagonist faces the dilemma of choosing between alternative courses of action, with limited information and time on hand, is considered a potent learning instrument. The case discussion forces participants into the protagonist’s shoes, who can be entrepreneurs, managers, analysts, investors, etc. Case discussion has emerged as a powerful tool for learning concepts, theories, and frameworks and applying them to solve real-life business problems.

Top business schools offering MBA or PGDM in India have adopted case-based teaching over several decades. However, most business schools and undergraduate management and commerce colleges have not adopted a participant-centered learning model and continue to follow the conventional method of lecturing to impart knowledge. This deprives participants of the joy of active learning and participation in discovering and building skills to apply models and frameworks in solving real-life problems.

We have taught in MBA and Executive Education programmes at leading business schools in India and have used various case studies over the years.

DOI: 10.4324/9781032724478-1

We noticed that good case studies written in the Indian context and relevant in the present times are short in supply. Some cases are too long, dated, and not written in the Indian context, while others are mere discussion cases. In addition, management cases from best-case publishing houses are costly and beyond the budget of most colleges offering programmes in management and commerce. This book bridges this gap by providing a wide variety of right-sized, decision-focused finance cases written in the most recent setting. These cases can be used in various courses such as Financial Management, Corporate Finance, Strategic Financial Management, Advanced Financial Management, and Business Valuation.

Since the dawn of the 21st century, the finance function has gained strategic significance and has emerged from the accounting shadow. The role of finance in creating value for stakeholders is well-known. Raising, deploying, and managing funds offers opportunities to create value for stakeholders at each stage. Critical financial decisions, such as working capital management, capital budgeting, capital structure, and dividend payout, require careful analysis of risk-return trade-offs and far-reaching consequences. While decisions are tagged as good or bad with the benefit of hindsight, using the right frameworks and models helps connect the dots between seemingly unrelated pieces of information, facilitating informed and better decision-making. Given the VUCA world and the globalised nature of businesses, financial risk management has become central to the success of any business organisation. To cover all dimensions of financial decision-making, we divided the books’ cases into six parts. These cases cover a full spectrum of industries and the life cycle of firms.

The first part illustrates working capital management decisions. Most companies find it essential to manage their working capital well because it affects returns, growth, and risk. Efficient management of stocks and trade receivables can lead to a shorter operating cycle, faster asset turnover, and higher return on capital. However, a lack of working capital funds can affect business growth. An aggressive financing policy may increase the liquidity risk.

A company’s working capital need depends on the nature of its business and the business conditions. A high-growth company requires more working capital than a stable-growth company. A company facing seasonal demand requires variable working capital throughout the year. Receivables and stocks may build up rapidly when a company encounters an unexpected slowdown in sales.

Companies use suppliers’ credit and other current liabilities to fund their working capital needs. They can bridge the remaining working capital gap with retained profits and external sources such as cash credit, overdraft facilities, working capital demand loans, commercial papers, factoring, and letters of credit. Companies may also fund a part of the working capital gap

using long-term sources, such as term loans or equity capital. Companies must also manage the various market and credit risks associated with working capital.

Working capital policy decisions, operating, and financing can affect funding needs. They may also impact the trade-off between returns and growth or between returns and risk. Liberal credit terms, for example, can accelerate sales growth but lengthen operating cycles. Similarly, excessive reliance on short-term loans may temporarily reduce the cost of funds but increase liquidity risk.

Working capital decisions affect a company’s financial health. Managers use financial ratios to compare the performance of their companies with past trends and peers. They usually prepare forecasts for financial planning and cash budgets to estimate the required short-term funds. They also use scenarios to assess the impact of policy decisions on operating cycles, returns, financing, and liquidity. The first 11 cases cover the main aspects of working capital management in various business situations. They explain companies’ challenges with high growth, cyclical or seasonal demand, and demand shocks. These cases discuss various financing alternatives for working capital and trade finance. They provide opportunities to assess working capital requirements, prepare cash budgets, recommend credit policy decisions, analyse financial ratios, prepare long-term forecasts, and evaluate the creditworthiness of companies.

In the second part, we include cases that address long-term investment decisions. Long-term investment is essential for business growth. Through proper evaluation, managers can select projects that enhance the value of the company. Conversely, poorly selected projects may fail to recover the opportunity costs of investment. Constraints and risks play significant roles in such decisions.

Companies tend to use various investment criteria when choosing projects. Net present value (NPV) is the preferred method for project selection. The NPV method involves discounting relevant cash flows at an appropriate rate, covering the opportunity costs of money and risk. This is also consistent with the maximisation of shareholder wealth. However, despite the known limitations of these techniques, companies often use the internal rate of return, payback period, and even book rates of return.

Cases 12–21 cover a variety of investment situations. The cases allow the application of proper criteria and estimates of cash flows and discount rates. Managers must choose the correct technique and discount rate, evaluate a replacement project considering only incremental cash flows, and choose a suitable evaluation criterion when comparing mutually exclusive projects, particularly for projects that differ in size and duration. Managers often make capital budget decisions under uncertainty. Tools to handle uncertainty include sensitivity analysis, scenario analysis, simulation, decision-tree

analysis, and real options. Some cases have covered the application of such tools.

In the third part, we cover risk and return, and cost of capital. The two pillars of corporate finance decisions are the time value of money, risk, and returns. We know that Rs 100 now is not worth the same tomorrow due to inflation; hence, we must make the necessary adjustments to nominal cash flows to account for the time value of money. In addition, there are instances where we need to forecast future cash flows to arrive at a decision, and in the absence of a crystal ball, we need to account for the rise in cash flows. Therefore, the concept of the time value of money and adjusting cash flows to account for inflation and riskiness is central to corporate finance. It is the foundation of stock and bond valuation, the evaluation of capital budgeting proposals, and business valuation. Making personal finance decisions, such as calculating life value and buying a life insurance policy annuity for retirement, is equally important.

While most of us may associate risk with adverse outcomes and tend to avoid them, that is not true. Risk has two dimensions. On the one hand, it offers opportunities; on the other, it may lead to adverse outcomes. Therefore, strategic risk-taking and identifying, measuring, and mitigating undesirable risks are critical for a business’s success. We know that all decisions are about risk-return trade-offs, and one would expect a positive reward for assuming greater risk. The relationship between risk and expected returns should be positive to this extent. However, the portion of the total risk is diversifiable, called unsystematic risk; hence, no reward is attached. Therefore, one should expect a reward for assuming a non-diversifiable component and systematic risk.

As they say, do not keep all the eggs in one basket. The identification and measurement of risk is the first step in managing it. Risk is measured using the variance of the standard deviation of cash flows or returns and calculated using the beta that measures the sensitivity of a firm’s or its stock’s return to a well-diversified benchmark portfolio. The higher the systematic risk, the higher the required return. From the investors’ perspective, the required return rate is the capital cost. Why? Because a firm primarily uses two sources of funds, debt and equity (or some hybrid variant), investors providing money to a firm take a risk and hence seek a reward commensurate with the risk they take. The higher the business and financial risks, the higher the return investors require. Most businesses differ in multiple aspects: industry, industry life cycle, capital intensity, competitive position, etc. They are financed differently; hence, investors require different returns from different firms, and each firm has a different cost of capital. Similarly, if a firm has multiple businesses within a given firm, different divisions have different costs, and even different projects may have different degrees of risk. Hence, the cost of capital for such a project will differ from that of the firm itself.

Another random document with no related content on Scribd:

262 11, 25.

263. 15, 1; 15, 2; 15, 11.

264 1, 18; 1, 21.

265. 15, 17.

266 1, 2; 1, 30; 3, 16; 6, 11; 6, 19.

267. 6, 19; 7, 23.

268 6, 15; 10, 17; 12, 12-13; 12, 27.

269. 11, 23-25. Cf. Jeremiah, 31, 31-34.

270 15, 4 compared with 15, 14.

271. 15, 6.

272 Galatians, 1, 18-2, 10.

273. See McGiffert’s Apostolic Age, 536.

274 The event is described in Matt., 26, 26-30; Mark, 14, 22-26; and Luke, 22, 14-20; as well as in 1 Corinthians, 11, 23-26.

Matt., 9, 15.

276.

Matt., 16, 21.

277

Matt., 17, 22-23; 20, 17-19.

278.

Matt., 20, 28.

279

280.

Matt., 21, 39; 26, 2; 26, 12.

Matt., 26, 26, 30.

281 Now universally acknowledged.

282.

Many of the wisest Indians have spoken out on this subject. The latest utterance is an article on Pseudo-Nationalism in the Indian Messenger for August 9th.

283.

Many other signs of Christian influence might be noted: thus the Young Men’s Gītā is a counterblast to a Christian edition of the Song, and it is besides most evidently arranged and printed in imitation of some tasteful edition of the Imitation of Christ; while the Imitation of Sreekrishna proclaims its origin by its very name.

284

See an essay by Hirendra Nath Dutta, which originally appeared in Sāhitya, now republished as an appendix to Nobin Chundra Sen’s Kurukshetra.

285 p. ii.

286. pp. 74-76.

287 p. 1.

288. Krishna and Krishnaism, 16.

289 Krishnacharitra, 42.

290. Pānini, his Place in Sanskrit Literature, 227.

291 Srikrishna, his Life and Teachings, vol. I, p. xxv.

292. Physical Religion, 76.

293

Pānini, his Place in Sanskrit Literature, 227.

294. It was published in 1861.

295 Macdonell, 430-431; Kaegi, 7; Max Müller, Physical Religion, 63-64; Haraprasad Sastri, A School History of India, 4-7; R. C. Dutt, Brief History of Ancient and Modern India, 17, 27; Böhtlingk’s Pānini (Leipsic, 1887); Weber, Indische Studien, V, 1-172; Hopkins, R. I., 350; Bühler in S. B. E., vol. II, pp. xxxv, xxxix-xlii; Eggeling in S. B. E., vol. xii, p. xxxvii; Bhandarkar, Early History of the Deccan, 5.

Max Müller, A. S. L., 311-312; Macdonell, 36, 39, 268. Cf. what Whitney says, “The standard work of Pānini, the grammarianin-chief of Sanskrit literature, is a frightfully perfect model of the Sūtra method” (Oriental and Linguistic Studies, I, 71).

297. Max Müller, Natural Religion, 296; Macdonell, 203-4.

298. Macdonell, 205.

299.

Max Müller, A. S. L., 138; Natural Religion, 297-298; Macdonell, 22-23.

300. Macdonell, 50.

301. On these texts see Kaegi, Note 77; Macdonell, 48, 50.

302. Macdonell, 51.

303. Macdonell, 268.

304. Macdonell, 269. Goldstücker (op. cit. p. 225) acknowledges that Yāska earlier than Pānini.

305. pp. 8-10.

306. See also Bose, H. C., 33-35.

13th year, 1st part.

Transcriber’s Notes:

Footnotes have been collected at the end of the text, and are linked for ease of reference.

While the title page included with the source files shows Neil Alexander to be the author, the original publication is attributed to John Nicol Farquhar.

*** END OF THE PROJECT GUTENBERG EBOOK GITA AND GOSPEL ***

Updated editions will replace the previous one—the old editions will be renamed.

Creating the works from print editions not protected by U.S. copyright law means that no one owns a United States copyright in these works, so the Foundation (and you!) can copy and distribute it in the United States without permission and without paying copyright royalties. Special rules, set forth in the General Terms of Use part of this license, apply to copying and distributing Project Gutenberg™ electronic works to protect the PROJECT GUTENBERG™ concept and trademark. Project Gutenberg is a registered trademark, and may not be used if you charge for an eBook, except by following the terms of the trademark license, including paying royalties for use of the Project Gutenberg trademark. If you do not charge anything for copies of this eBook, complying with the trademark license is very easy. You may use this eBook for nearly any purpose such as creation of derivative works, reports, performances and research. Project Gutenberg eBooks may be modified and printed and given away—you may do practically ANYTHING in the United States with eBooks not protected by U.S. copyright law. Redistribution is subject to the trademark license, especially commercial redistribution.

START: FULL LICENSE

THE FULL PROJECT GUTENBERG LICENSE

PLEASE READ THIS BEFORE YOU DISTRIBUTE OR USE THIS WORK

To protect the Project Gutenberg™ mission of promoting the free distribution of electronic works, by using or distributing this work (or any other work associated in any way with the phrase “Project Gutenberg”), you agree to comply with all the terms of the Full Project Gutenberg™ License available with this file or online at www.gutenberg.org/license.

Section 1. General Terms of Use and Redistributing Project Gutenberg™ electronic works

1.A. By reading or using any part of this Project Gutenberg™ electronic work, you indicate that you have read, understand, agree to and accept all the terms of this license and intellectual property (trademark/copyright) agreement. If you do not agree to abide by all the terms of this agreement, you must cease using and return or destroy all copies of Project Gutenberg™ electronic works in your possession. If you paid a fee for obtaining a copy of or access to a Project Gutenberg™ electronic work and you do not agree to be bound by the terms of this agreement, you may obtain a refund from the person or entity to whom you paid the fee as set forth in paragraph 1.E.8.

1.B. “Project Gutenberg” is a registered trademark. It may only be used on or associated in any way with an electronic work by people who agree to be bound by the terms of this agreement. There are a few things that you can do with most Project Gutenberg™ electronic works even without complying with the full terms of this agreement. See paragraph 1.C below. There are a lot of things you can do with Project Gutenberg™ electronic works if you follow the terms of this agreement and help preserve free future access to Project Gutenberg™ electronic works. See paragraph 1.E below.

1.C. The Project Gutenberg Literary Archive Foundation (“the Foundation” or PGLAF), owns a compilation copyright in the collection of Project Gutenberg™ electronic works. Nearly all the individual works in the collection are in the public domain in the United States. If an individual work is unprotected by copyright law in the United States and you are located in the United States, we do not claim a right to prevent you from copying, distributing, performing, displaying or creating derivative works based on the work as long as all references to Project Gutenberg are removed. Of course, we hope that you will support the Project Gutenberg™ mission of promoting free access to electronic works by freely sharing Project Gutenberg™ works in compliance with the terms of this agreement for keeping the Project Gutenberg™ name associated with the work. You can easily comply with the terms of this agreement by keeping this work in the same format with its attached full Project Gutenberg™ License when you share it without charge with others.

1.D. The copyright laws of the place where you are located also govern what you can do with this work. Copyright laws in most countries are in a constant state of change. If you are outside the United States, check the laws of your country in addition to the terms of this agreement before downloading, copying, displaying, performing, distributing or creating derivative works based on this work or any other Project Gutenberg™ work. The Foundation makes no representations concerning the copyright status of any work in any country other than the United States.

1.E. Unless you have removed all references to Project Gutenberg:

1.E.1. The following sentence, with active links to, or other immediate access to, the full Project Gutenberg™ License must appear prominently whenever any copy of a Project Gutenberg™ work (any work on which the phrase “Project Gutenberg” appears, or with which the phrase “Project

Gutenberg” is associated) is accessed, displayed, performed, viewed, copied or distributed:

This eBook is for the use of anyone anywhere in the United States and most other parts of the world at no cost and with almost no restrictions whatsoever. You may copy it, give it away or re-use it under the terms of the Project Gutenberg License included with this eBook or online at www.gutenberg.org. If you are not located in the United States, you will have to check the laws of the country where you are located before using this eBook.

1.E.2. If an individual Project Gutenberg™ electronic work is derived from texts not protected by U.S. copyright law (does not contain a notice indicating that it is posted with permission of the copyright holder), the work can be copied and distributed to anyone in the United States without paying any fees or charges. If you are redistributing or providing access to a work with the phrase “Project Gutenberg” associated with or appearing on the work, you must comply either with the requirements of paragraphs 1.E.1 through 1.E.7 or obtain permission for the use of the work and the Project Gutenberg™ trademark as set forth in paragraphs 1.E.8 or 1.E.9.

1.E.3. If an individual Project Gutenberg™ electronic work is posted with the permission of the copyright holder, your use and distribution must comply with both paragraphs 1.E.1 through 1.E.7 and any additional terms imposed by the copyright holder. Additional terms will be linked to the Project Gutenberg™ License for all works posted with the permission of the copyright holder found at the beginning of this work.

1.E.4. Do not unlink or detach or remove the full Project Gutenberg™ License terms from this work, or any files containing a part of this work or any other work associated with Project Gutenberg™.

1.E.5. Do not copy, display, perform, distribute or redistribute this electronic work, or any part of this electronic work, without prominently displaying the sentence set forth in paragraph 1.E.1 with active links or immediate access to the full terms of the Project Gutenberg™ License.

1.E.6. You may convert to and distribute this work in any binary, compressed, marked up, nonproprietary or proprietary form, including any word processing or hypertext form. However, if you provide access to or distribute copies of a Project Gutenberg™ work in a format other than “Plain Vanilla ASCII” or other format used in the official version posted on the official Project Gutenberg™ website (www.gutenberg.org), you must, at no additional cost, fee or expense to the user, provide a copy, a means of exporting a copy, or a means of obtaining a copy upon request, of the work in its original “Plain Vanilla ASCII” or other form. Any alternate format must include the full Project Gutenberg™ License as specified in paragraph 1.E.1.

1.E.7. Do not charge a fee for access to, viewing, displaying, performing, copying or distributing any Project Gutenberg™ works unless you comply with paragraph 1.E.8 or 1.E.9.

1.E.8. You may charge a reasonable fee for copies of or providing access to or distributing Project Gutenberg™ electronic works provided that:

• You pay a royalty fee of 20% of the gross profits you derive from the use of Project Gutenberg™ works calculated using the method you already use to calculate your applicable taxes. The fee is owed to the owner of the Project Gutenberg™ trademark, but he has agreed to donate royalties under this paragraph to the Project Gutenberg Literary Archive Foundation. Royalty payments must be paid within 60 days following each date on which you prepare (or are legally required to prepare) your periodic tax returns. Royalty payments should be clearly marked as such and sent to the Project Gutenberg Literary Archive Foundation at the address specified in Section 4, “Information

about donations to the Project Gutenberg Literary Archive Foundation.”

• You provide a full refund of any money paid by a user who notifies you in writing (or by e-mail) within 30 days of receipt that s/he does not agree to the terms of the full Project Gutenberg™ License. You must require such a user to return or destroy all copies of the works possessed in a physical medium and discontinue all use of and all access to other copies of Project Gutenberg™ works.

• You provide, in accordance with paragraph 1.F.3, a full refund of any money paid for a work or a replacement copy, if a defect in the electronic work is discovered and reported to you within 90 days of receipt of the work.

• You comply with all other terms of this agreement for free distribution of Project Gutenberg™ works.

1.E.9. If you wish to charge a fee or distribute a Project Gutenberg™ electronic work or group of works on different terms than are set forth in this agreement, you must obtain permission in writing from the Project Gutenberg Literary Archive Foundation, the manager of the Project Gutenberg™ trademark. Contact the Foundation as set forth in Section 3 below.

1.F.

1.F.1. Project Gutenberg volunteers and employees expend considerable effort to identify, do copyright research on, transcribe and proofread works not protected by U.S. copyright law in creating the Project Gutenberg™ collection. Despite these efforts, Project Gutenberg™ electronic works, and the medium on which they may be stored, may contain “Defects,” such as, but not limited to, incomplete, inaccurate or corrupt data, transcription errors, a copyright or other intellectual property infringement, a defective or damaged disk or other

medium, a computer virus, or computer codes that damage or cannot be read by your equipment.

1.F.2. LIMITED WARRANTY, DISCLAIMER OF DAMAGESExcept for the “Right of Replacement or Refund” described in paragraph 1.F.3, the Project Gutenberg Literary Archive Foundation, the owner of the Project Gutenberg™ trademark, and any other party distributing a Project Gutenberg™ electronic work under this agreement, disclaim all liability to you for damages, costs and expenses, including legal fees. YOU AGREE THAT YOU HAVE NO REMEDIES FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY OR BREACH OF CONTRACT EXCEPT THOSE PROVIDED IN PARAGRAPH

1.F.3. YOU AGREE THAT THE FOUNDATION, THE TRADEMARK OWNER, AND ANY DISTRIBUTOR UNDER THIS AGREEMENT WILL NOT BE LIABLE TO YOU FOR ACTUAL, DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES EVEN IF YOU GIVE NOTICE OF THE POSSIBILITY OF SUCH DAMAGE.

1.F.3. LIMITED RIGHT OF REPLACEMENT OR REFUND - If you discover a defect in this electronic work within 90 days of receiving it, you can receive a refund of the money (if any) you paid for it by sending a written explanation to the person you received the work from. If you received the work on a physical medium, you must return the medium with your written explanation. The person or entity that provided you with the defective work may elect to provide a replacement copy in lieu of a refund. If you received the work electronically, the person or entity providing it to you may choose to give you a second opportunity to receive the work electronically in lieu of a refund. If the second copy is also defective, you may demand a refund in writing without further opportunities to fix the problem.

1.F.4. Except for the limited right of replacement or refund set forth in paragraph 1.F.3, this work is provided to you ‘AS-IS’, WITH NO OTHER WARRANTIES OF ANY KIND, EXPRESS

OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE.

1.F.5. Some states do not allow disclaimers of certain implied warranties or the exclusion or limitation of certain types of damages. If any disclaimer or limitation set forth in this agreement violates the law of the state applicable to this agreement, the agreement shall be interpreted to make the maximum disclaimer or limitation permitted by the applicable state law. The invalidity or unenforceability of any provision of this agreement shall not void the remaining provisions.

1.F.6. INDEMNITY - You agree to indemnify and hold the Foundation, the trademark owner, any agent or employee of the Foundation, anyone providing copies of Project Gutenberg™ electronic works in accordance with this agreement, and any volunteers associated with the production, promotion and distribution of Project Gutenberg™ electronic works, harmless from all liability, costs and expenses, including legal fees, that arise directly or indirectly from any of the following which you do or cause to occur: (a) distribution of this or any Project Gutenberg™ work, (b) alteration, modification, or additions or deletions to any Project Gutenberg™ work, and (c) any Defect you cause.

Section 2. Information about the Mission of Project Gutenberg™

Project Gutenberg™ is synonymous with the free distribution of electronic works in formats readable by the widest variety of computers including obsolete, old, middle-aged and new computers. It exists because of the efforts of hundreds of volunteers and donations from people in all walks of life.

Volunteers and financial support to provide volunteers with the assistance they need are critical to reaching Project

Gutenberg™’s goals and ensuring that the Project Gutenberg™ collection will remain freely available for generations to come. In 2001, the Project Gutenberg Literary Archive Foundation was created to provide a secure and permanent future for Project Gutenberg™ and future generations. To learn more about the Project Gutenberg Literary Archive Foundation and how your efforts and donations can help, see Sections 3 and 4 and the Foundation information page at www.gutenberg.org.

Section 3. Information about the Project Gutenberg Literary Archive Foundation

The Project Gutenberg Literary Archive Foundation is a nonprofit 501(c)(3) educational corporation organized under the laws of the state of Mississippi and granted tax exempt status by the Internal Revenue Service. The Foundation’s EIN or federal tax identification number is 64-6221541. Contributions to the Project Gutenberg Literary Archive Foundation are tax deductible to the full extent permitted by U.S. federal laws and your state’s laws.

The Foundation’s business office is located at 809 North 1500 West, Salt Lake City, UT 84116, (801) 596-1887. Email contact links and up to date contact information can be found at the Foundation’s website and official page at www.gutenberg.org/contact

Section 4. Information about Donations to the Project Gutenberg Literary Archive Foundation

Project Gutenberg™ depends upon and cannot survive without widespread public support and donations to carry out its mission of increasing the number of public domain and licensed works that can be freely distributed in machine-readable form

accessible by the widest array of equipment including outdated equipment. Many small donations ($1 to $5,000) are particularly important to maintaining tax exempt status with the IRS.

The Foundation is committed to complying with the laws regulating charities and charitable donations in all 50 states of the United States. Compliance requirements are not uniform and it takes a considerable effort, much paperwork and many fees to meet and keep up with these requirements. We do not solicit donations in locations where we have not received written confirmation of compliance. To SEND DONATIONS or determine the status of compliance for any particular state visit www.gutenberg.org/donate.

While we cannot and do not solicit contributions from states where we have not met the solicitation requirements, we know of no prohibition against accepting unsolicited donations from donors in such states who approach us with offers to donate.

International donations are gratefully accepted, but we cannot make any statements concerning tax treatment of donations received from outside the United States. U.S. laws alone swamp our small staff.

Please check the Project Gutenberg web pages for current donation methods and addresses. Donations are accepted in a number of other ways including checks, online payments and credit card donations. To donate, please visit: www.gutenberg.org/donate.

Section 5. General Information About Project Gutenberg™ electronic works

Professor Michael S. Hart was the originator of the Project Gutenberg™ concept of a library of electronic works that could be freely shared with anyone. For forty years, he produced and

distributed Project Gutenberg™ eBooks with only a loose network of volunteer support.

Project Gutenberg™ eBooks are often created from several printed editions, all of which are confirmed as not protected by copyright in the U.S. unless a copyright notice is included. Thus, we do not necessarily keep eBooks in compliance with any particular paper edition.

Most people start at our website which has the main PG search facility: www.gutenberg.org.

This website includes information about Project Gutenberg™, including how to make donations to the Project Gutenberg Literary Archive Foundation, how to help produce our new eBooks, and how to subscribe to our email newsletter to hear about new eBooks.

Turn static files into dynamic content formats.

Create a flipbook
Issuu converts static files into: digital portfolios, online yearbooks, online catalogs, digital photo albums and more. Sign up and create your flipbook.