A Financial Perspective on Mergers and Acquisitions

The Free Cash Flow Theory of Takeovers: A Financial Perspective on Mergers and Acquisitions and the Economy Michael C. Jensen Harvard Business School [email  protected] edu  © Michael C. Jensen, 1987 â€Å"The Merger Boom†, Proceedings of a Conference sponsored by Federal Reserve Bank of Boston, Oct. 1987, pp. 102-143 This document is available on the Social Science Research Network (SSRN) Electronic Library at: http://papers. ssrn. com/ABSTRACT=350422 The Free Cash Flow Theory of Takeovers: A Financial Perspective on Mergers and Acquisitions and the Economy Michael C.Jensen* Harvard Business School [email  protected] edu From, â€Å"The Merger Boom†, Proceedings of a Conference sponsored by Federal Reserve Bank of Boston, Oct. 1987, pp. 102-143 Economic analysis and evidence indicate the market for corporate control is benefiting shareholders, society, and the corporate form of organization. The value of transactions in this market ran at a record rate of about $ 180 billion per year in 1985 and 1986—47 percent above the 1981 record of $122 billion.The number of transactions with purchase prices exceeding one billion dollars was 27 of 3300 deals in 1986 and 36 of 3000 deals in 1985 (Grimm, 1985). There were only seven billion-dollar plus deals in total, prior to 1980. In addition to these takeovers, mergers, and leveraged buyouts, there were numerous corporate restructurings involving divestitures, spinoffs, and large stock repurchases for cash and debt. The gains to shareholders from these transactions have been huge.The gains to selling-firm shareholders from mergers and acquisition activity in the period 1977-86 total $346 billion (in 1986 dollars). 1 The gains to buying-firm shareholders are harder Estimated from data in Grimm (1986). Grimm provides total dollar values for all merger and acquisition deals for which there are publicly announced prices amounting to at least $500,000 or 10 percent of the firm and in which at least on e of the firms was a U. S. company. Grimm also counts in its numerical totals deals with no publicly announced prices that it believes satisfy these criteria.I have assumed that the deals with no announced prices were on average equal to 20 percent of the size of the announced transactions and carried the same average premium. *Professor of Business Administration, Harvard Business School, and Professor of Finance and Business Administration, University of Rochester. The author is grateful for the research assistance of Michael Stevenson and the helpful comments by Sidney Davidson, Harry DeAngelo, Jay Light, Robert Kaplan, Nancy Macmillan, Kevin Murphy, Susan Rose-Ackerman, Richard Ruback, Wolf Weinhold, Toni Wolcott, and especially Armen Alchian.This research is supported in part by the Division of Research, Harvard Business School, and the Managerial Economics Research Center, University of Rochester. The analysis here draws heavily on that in Jensen (forthcoming 1988). 1 M. C. Je nsen 2 1987 to estimate, and to my knowledge no one has done so yet, but I estimate that they would add at least another $50 billion to the total. These gains, to put them in perspective, equal 31 percent of the total cash dividends (valued in 1986 dollars) paid to investors by the entire corporate sector in the past decade. Corporate control transactions and the restructurings that often accompany them can be wrenching events in the lives of those linked to the involved organizations: the managers, employees, suppliers, customers and residents of surrounding communities. Restructurings usually involve major organizational change (such as shifts in corporate strategy) to meet new competition or market conditions, increased use of debt, and a flurry of recontracting with managers, employees, suppliers and customers.This activity sometimes results in expansion of resources devoted to certain areas and at other times in contractions involving plant closings, layoffs of top-level and mi ddle managers and of staff and production workers, and reduced compensation. Change due to corporate restructuring requires people and communities associated with the organization to adjust the ways they live, work and do business. It is not surprising, therefore, that this change creates controversy and that those who stand to lose are demanding that something be done to stop the process.At the same time, shareholders in restructured corporations are clear-cut winners; in recent years restructurings have generated average increases in total market value of approximately 50 percent. Those threatened by the changes argue that corporate restructuring is damaging the U. S. economy, that this activity damages the morale and productivity of organizations and pressures executives to manage for the short term. Further, they hold that the value that restructuring creates does not come from increased efficiency and productivity; rather, the gains come from lower tax payments, broken contract s withTotal dividend payments by the corporate sector, unadjusted for inflation, are given in Weston and Copeland (1986, p. 649). I extended these estimates to 1986. 2 M. C. Jensen 3 1987 managers, employees and others, and mistakes in valuation by inefficient capital markets. Since the benefits are illusory and the costs are real, they argue, takeover activity should be restricted. The controversy has been accompanied by strong pressure on regulators and legislatures to enact restrictions to curb activity in the market for corporate control.Dozens of congressional bills in the past several years have proposed new restrictions on takeovers, but as of August 1987, none had passed. The Business Roundtable, composed of the chief executive officers of the 200 largest corporations in the country, has pushed hard for restrictive legislation. Within the past several years the legislatures of New York, New Jersey, Maryland, Pennsylvania, Connecticut, Illinois, Kentucky, Michigan, Ohio, Indi ana, Minnesota and Massachusetts have passed antitakeover laws.The Federal Reserve Board implemented new restrictions in early 1986 on the use of debt in certain takeovers. In all the controversy over takeover activity, it is often forgotten that only 40 (an all-time record) of the 3,300 takeover transactions in 1986 were hostile tender offers. There were 110 voluntary or negotiated tender offers (unopposed by management) and the remaining 3,100-plus deals were also voluntary transactions agreed to by management. This simple classification, however, is misleading since many of the voluntary transactions would not have occurred absent the threat of hostile takeover.A major reason for the current outcry is that in recent years mere size alone has disappeared as an effective takeover deterrent, and the managers of many of our largest and least efficient corporations now find their jobs threatened by disciplinary forces in the capital markets. Through dozens of studies, economists have accumulated considerable evidence and knowledge on the effects of the takeover market. Most of the earlier work is well summarized elsewhere (Jensen and Ruback (1983); Jensen (1984); Jarrell, Brickley and M. C.Jensen 4 1987 Netter (1988)). Here, I focus on current aspects of the controversy. In brief, the previous work tells us the following: †¢ Takeovers benefit shareholders of target companies. Premiums in hostile offers historically exceed 30 percent on average, and in recent times have averaged about 50 percent. †¢ Acquiring-firm shareholders on average earn about 4 percent in hostile takeovers and roughly zero in mergers, although these returns seem to have declined from past levels. †¢ Takeovers do not waste credit or resources.Instead, they generate substantial gains: historically, 8 percent of the total value of both companies. †¢ Actions by managers that eliminate or prevent offers or mergers are most suspect as harmful to shareholders. †¢ Golden pa rachutes for top-level managers do not, on average, harm shareholders. †¢ The activities of takeover specialists (such as Icahn, Posner, Steinberg, and Pickens) benefit shareholders on average. †¢ Merger and acquisition activity has not increased industrial concentration.Over 1200 divestitures valued at $59. 9 billion occurred in 1986, also a record level (Grimm, 1986). †¢ Takeover gains do not come from the creation of monopoly power. Although measurement problems make it difficult to estimate the returns to bidders as precisely as the returns to targets,3 it appears the bargaining power of target managers, coupled with competition among potential acquirers, grants a large share of the acquisition benefits to selling shareholders. In addition, federal and state regulation of 3See Jensen and Ruback (1983, pp. 18ff). M. C. Jensen 5 1987 tender offers appears to have strengthened the hand of target firms; premiums received by target-firm shareholders increased substanti ally after introduction of such regulation. 4 Some have argued that the gains to shareholders come from wealth reallocations from other parties and not from real increases in efficiency. Roll (1986) argues the gains to target firm shareholders come from acquiring firm shareholders, but the data are not consistent with this hypothesis.While the evidence on the returns to bidding firms is mixed, it does not indicate they systematically suffer losses; prior to 1980 shareholders of bidding firms earned on average about zero in mergers, which tend to be voluntary, and about 4 percent of their equity value in tender offers, which more often are hostile Jensen and Ruback (1983). These differences in returns are associated with the form of payment rather than the form of the offer: tender offers tend to be for cash and mergers tend to be for stock (Huang and Walkling, 1987).Some argue that bondholders in acquired firms systematically suffer losses as substantial amounts of debt are added to the capital structure. Asquith and Kim (1982) do not find this, nor do Dennis and McConnell (1986). The Dennis and McConnell study of 90 matched acquiring and acquired firms in mergers in the period 1962-80 shows that the values of bonds, preferred stock and other senior securities, as well as the common stock prices of both firms, increase around the merger announcement. Changes in the value of senior securities are not captured in measures of changes in the value of common stock prices summarized previously.Taking the changes in the value of senior securities into account, Dennis and McConnell find the average change in total dollar value is positive for both bidders and target firms. Shleiffer and Summers (1987) argue that some of the benefits earned by target and bidding firm shareholders come from the abrogation of explicit and implicit longterm contracts with employees. They point to highly visible recent examples in the airline See Jarrell and Bradley (1980), Nathan and Oâ⠂¬â„¢Keefe (1986), however, provide evidence that this effect occurred in 1974, several years after the major legislation. M. C. Jensen 6 1987 industry, where mergers have been frequent and wages have been cut in the wake of deregulation. But given deregulation and free entry by low-cost competitors, the cuts in airline industry wages were inevitable and would have been accomplished in bankruptcy proceedings if not in negotiations and takeover-related crises. Medoff and Brown (1988) study this issue using data from Michigan. They find that both employment and wages are higher, not lower, after acquisition than would otherwise be expected; however, their sample consists largely of combinations of small firms.The Market for Corporate Control The market for corporate control is best viewed as a major component of the managerial labor market. It is the arena in which alternative management teams compete for the rights to manage corporate resources (Jensen and Ruback, 1983). Understandin g this point is crucial to understanding much of the rhetoric about the effects of hostile takeovers. Takeovers generally occur because changing technology or market conditions require a major restructuring of corporate assets (although in some cases, takeovers occur because incumbent managers are incompetent).Such changes can require abandonment of major projects, relocation of facilities, changes in managerial assignments, and closure or sale of facilities or divisions. Managers often have trouble abandoning strategies they have spent years devising and implementing, even when those strategies no longer contribute to the organization’s survival, and it is easier for new top-level managers with no ties to current employees or communities to make changes. Moreover, normal organizational resistance to change commonly is lower early in the reign of new top-level managers.When the internal processes for change in large corporations are too slow, costly, and clumsy to bring about the required restructuring or change in managers efficiently, the capital markets do so through the M. C. Jensen 7 1987 market for corporate control. Thus, the capital markets have been responsible for substantial changes in corporate strategy. Causes of Current Takeover Activity A variety of political and economic conditions in the 1980s have created a climate where economic efficiency requires a major restructuring of corporate assets.These factors include: †¢ †¢ The relaxation of restrictions on mergers imposed by the antitrust laws. The withdrawal of resources from industries that are growing more slowly or that must shrink. †¢ Deregulation in the markets for financial services, oil and gas, transportation, and broadcasting, bringing about a major restructuring of those industries. †¢ Improvements in takeover technology, including more and increasingly sophisticated legal and financial advisers, and innovations in financing technology (for example, the strip financing commonly used in leveraged buyouts and the original issuance of high-yield non-investment-grade bonds).Each of these factors has contributed to the increase in total takeover and reorganization activity. Moreover, the first three factors (antitrust relaxation, exit, and deregulation) are generally consistent with data showing the intensity of takeover activity by industry. Table 1 indicates that acquisition activity in the period 1981-84 was highest in the oil and gas industry, followed by banking and finance, insurance, food processing, and mining and minerals. For comparison purposes, the table also presents data on industry value measured as a percentage of the total value of all firms.All but two of the industries, retail trade and transportation, represent a larger fraction of total takeover activity than their representation in the economy as a whole, indicating that the takeover market is concentrated in particular industries, not spread evenly throughout the corpo rate sector. M. C. Jensen 8 1987 Table 1 Intensity of Takeover Activity, by Industry, 1981-84 Percent Percent of Total of Total Takeover Corporate Industry Classification of Seller Market Valueb Activitya Oil and Gas 26. 13. 5 Banking and Finance 8. 8 6. 4 Insurance 5. 9 2. 9 Food Processing 4. 6 4. 4 Mining and Minerals Conglomerate Retail Trade Transportation Leisure and Entertainment Broadcasting Other a 4. 4 4. 4 3. 6 2. 4 2. 3 2. 3 39. 4 1. 5 3. 2 5. 2 2. 7 . 9 . 7 58. 5 Value of merger and acquisition transactions in the industry as a percentage of total takeover transactions for which valuation data are publicly reported. Source: W. T Grimm, Mergerstat Review (1984, p. 41). bIndustry value as a percentage of the value of all firms, as of 12/31/84 Total value is measured as the sum of the market value of common equity for 4,305 companies, including 1,501 companies on the New York Stock Exchange, 724 companies on the American Stock Exchange, plus 2,080 companies in the over-the -counter market. Source: The Media General Financial Weekly, (December 31, 1984, p 17) Many sectors of the U. S. economy have been experiencing slower growth and, in some cases, even retrenchment. This phenomenon has many causes, including substantially increased foreign competition.The slow growth has meant increased takeover activity because takeovers play an important role in facilitating exit from an industry or activity. Changes in energy markets, for example, have required radical restructuring and retrenchment in that industry, and takeovers have played an important role in accomplishing these changes; oil and gas rank first in takeover activity, with twice their proportionate share of total activity. Managers who are slow to adjust to the new energy environment and slow to recognize that many old practices and strategies are no longer viable find that takeovers M. C.Jensen 9 1987 are doing the job for them. In an industry saddled with overcapacity, exit is cheaper to accompl ish through merger and the orderly liquidation of marginal assets of the combined firms than by disorderly, expensive bankruptcy. The end of the competitive struggle in such an industry often comes in the bankruptcy courts, with the unnecessary destruction of valuable parts of organizations that could be used productively by others. Similarly, deregulation of the financial services market is consistent with the number 2 rank of banking and finance and the number 3 rank of insurance in table 1.Deregulation has also been important in the transportation and broadcasting industries. Mining and minerals has been subject to many of the same forces impinging on the energy industry including the changes in the value of the dollar. The development of innovative financing vehicles, such as high yield noninvestment-grade bonds (junk bonds), has removed size as a significant impediment to competition in the market for corporate control. Investment grade and high-yield debt issues combined were associated with 9. percent of all tender offer financing from January 1981 through September 1986 (Drexel Burnham Lambert, undated). Even though not yet widely used in takeovers, these new financing techniques have had important effects because they permit small firms to obtain resources for acquisition of much larger firms by issuing claims on the value of the venture (that is, the target firm’s assets) just as in any other corporate investment activity. Divestitures If assets are to move to their most highly valued use, acquirers must be able to sell off assets to those who can use them more productively.Therefore, divestitures are a critical element in the functioning of the corporate control market and it is important to avoid inhibiting them. Indeed, over 1200 divestitures occurred in 1986, a record level (Mergerstat Review (1986)). This is one reason merger and acquisition activity has not increased industrial concentration. M. C. Jensen 10 1987 Divested plants and asse ts do not disappear; they are reallocated. Sometimes they continue to be used in similar ways in the same industry, and in other cases they are used in very different ways and in different industries.But in both cases they are moving to uses that their new owners believe are more productive. Finally, the takeover and divestiture market provides a private market constraint against bigness for its own sake. The potential gains available to those who correctly perceive that a firm can be purchased for less than the value realizable from the sale of its components provide incentives for entrepreneurs to search out these opportunities and to capitalize on them by reorganizing such firms into smaller entities.The mere possibility of such takeovers also motivates managers to avoid putting together uneconomic conglomerates and to break up existing ones. This is now happening. Recently many firms’ defenses against takeovers appear to have led to actions similar to those proposed by th e potential acquirers. Examples are the reorganizations occurring in the oil and forest products industries, the sale of â€Å"crown jewels,† and divestitures brought on by the desire to liquidate large debts incurred to buy back stock or make other payments to stockholders.The basic economic sense of these transactions is often lost in a blur of emotional rhetoric and controversy. Managerial Myopia versus Market Myopia It has been argued that, far from pushing managers to undertake needed structural changes, growing institutional equity holdings and the fear of takeover cause managers to behave myopically and therefore to sacrifice long-term benefits to increase short-term profits.The arguments tend to confuse two separate issues: 1) whether managers are shortsighted and make decisions that undervalue future cash flows while overvaluing current cash flows (myopic managers); and 2) whether security markets are shortsighted and undervalue future cash flows while overvaluing ne ar-term cash flows (myopic markets). M. C. Jensen 11 1987 There is little formal evidence on the myopic managers issue, but I believe this phenomenon does occur.Sometimes it occurs when managers hold little stock in their companies and are compensated in ways that motivate them to take actions to increase accounting earnings rather than the value of the firm. It also occurs when managers make mistakes because they do not understand the forces that determine stock values. There is much evidence inconsistent with the myopic markets view and no evidence that indicates it is true: (1) The mere fact that price-earnings ratios differ widely among securities indicates the market is valuing something other than current earnings. For example, it values growth as well.Indeed, the essence of a growth stock is that it has large investment projects yielding few short term cash flows but high future earnings and cash flows. The continuing marketability of new issues for start-up companies with li ttle record of current earnings, the Genentechs of the world, is also inconsistent with the notion that the market does not value future earnings. (2) McConnell and Muscarella (1985) provide evidence that (except in the oil industry) stock prices respond positively to announcements of increased investment expenditures and negatively to reduced expenditures.Their evidence is also, inconsistent with the notion that the equity market is myopic, since it indicates that the market values spending current resources on projects that promise returns in the future. (3) The vast evidence on efficient markets, indicating that current stock prices appropriately incorporate all currently available public information, is also inconsistent with the myopic markets hypothesis. Although the evidence is not literally 100 percent in support of the efficient market hypothesis, no proposition in any of the social sciences is better documented. 5For an introduction to the literature and empirical evidence on the theory of efficient markets, see Elton and Gruber (1984, Chapter 15, p. 375ff), and the 167 studies referenced in the bibliography. For some anomalous evidence on market efficiency, see Jensen (1978). For recent criticisms of the efficient market hypothesis see Shiller (1981a; 1981b), Marsh and Merton (1983; 1986) demonstrate that the Shiller 5 M. C. Jensen 12 1987 (4) Recent versions of the myopic markets hypothesis emphasize increases in the amount of institutional holdings and the pressure funds managers face to generate high quarterly returns.It is argued that these pressures on institutions are a major cause of pressures on corporations to generate high current quarterly earnings. The institutional pressures are said to lead to increased takeovers of firms, because institutions are not loyal shareholders, and to decreased research and development (R&D) expenditures. It is hypothesized that because R&D expenditures reduce current earnings, firms making them are more like ly to be taken over, and that reductions in R&D are leading to a fundamental weakening of the corporate sector of the economy.A study of 324 firms by the Office of the Chief Economist of the SEC (1985a) finds substantial evidence that is inconsistent with this version of the myopic markets argument. The evidence indicates the following: †¢ Increased institutional stock holdings are not associated with increased takeovers of firms. †¢ Increased institutional holdings are not associated with decreases in R&D expenditures. †¢ †¢ Firms with high R&D expenditures are not more vulnerable to takeovers. Stock prices respond positively to announcements of increases in R&D expenditures.Moreover, total spending on R&D is increasing concurrent with the wave of merger and acquisition activity. Total spending on R&D in 1984, a year of record acquisition activity, increased by 14 percent according to Business Week’s annual survey. This represented â€Å"the biggest gain since R&D spending began a steady climb in tests depend critically on whether, contrary to generally accepted financial theory and evidence, the future levels of dividends follow a stationary stochastic process. Merton (1985) provides a discussion of the current state of the efficient market hypothesis and concludes (p. 0), â€Å"In light of the empirical evidence on the nonstationarity issue, a pronouncement at this moment that the rational market theory should be discarded from the economic paradigm can, at best, be described as ‘premature’. † M. C. Jensen 13 1987 the late 1970’s. † All industries in the survey increased R&D spending with the exception of steel. In addition, R&D spending increased from 2 percent of sales, where it had been for five years, to 2. 9 percent. In 1985 and 1986, two more record years for acquisition activity, R&D also set new records.R&D spending increased by 10 percent (to 3. 1 percent of sales) in 1985, and in 1986, R &D spending again increased by 10 percent to $51 billion (3. 5 percent of sales), in a year when total sales decreased by 1 percent. 6 Bronwyn Hall (1987), in a detailed study of all U. S. manufacturing firms in the years 1976-85, finds in approximately 600 acquisitions that firms that are acquired do not have higher R&D expenditures (measured by the ratio of R&D to sales) than firms in the same industry that are not acquired.Also, she finds that â€Å"firms involved in mergers showed no difference in their pre- and post-merger R&D performance over those not so involved. † I know of no evidence that supports the argument that takeovers reduce R&D expenditures, even though this is a prominent argument among many of those who favor restrictions on takeovers. Free Cash Flow Theory More than a dozen separate forces drive takeover activity, including such factors as deregulation, synergies, economies of scale and scope, taxes, managerial incompetence, and increasing globalization of U. S. markets. 7 One major cause of takeover activity, the gency costs associated with conflicts between managers and 6 The â€Å"R&D Scoreboard† is an annual survey, covering companies that account for 95 percent of total private-sector R&D expenditures. The three years referenced here can be found in â€Å"R&D Scoreboard: Reagan & Foreign Rivalry Light a Fire Under Spending,† Business Week, (, July 8, 1985, p. 86 ff. ); â€Å"R&D Scoreboard: Now, R&D is Corporate America’s Answer to Japan Inc. ,† Business Week, (, June 23, 1986, p. 134 ff. ); and â€Å"R&D Scoreboard: Research Spending is Building Up to a Letdown,† Business Week, (, June 22, 1987, p. 39 ff. ). In 1984 the survey covered 820 companies; in 1985, it covered 844 companies; in 1986, it covered 859 companies. 7 Roll (1988) discusses a number of these forces. M. C. Jensen 14 1987 shareholders over the payout of free cash flow,8 has received relatively little attention. Yet it has pla yed an important role in acquisitions over the last decade. Managers are the agents of shareholders, and because both parties are selfinterested, there are serious conflicts between them over the choice of the best corporate strategy.Agency costs are the total costs that arise in such cooperative arrangements. They consist of the costs of monitoring managerial behavior (such as the costs of producing audited financial statements and devising and implementing compensation plans that reward managers for actions that increase investors’ wealth) and the inevitable costs that are incurred because the conflicts of interest can never be resolved perfectly. Sometimes these costs can be large, and when they are, takeovers can reduce them.Free Cash Flow and the Conflict Between Managers and Shareholders Free cash flow is cash flow in excess of that required to fund all of a firm’s projects that have positive net present values when discounted at the relevant cost of capital. Suc h free cash flow must be paid out to shareholders if the firm is to be efficient and to maximize value for shareholders. Payment of cash to shareholders reduces the resources under managers’ control, thereby reducing managers’ power and potentially subjecting them to the monitoring by the capital markets that occurs when a firm must obtain new capital.Financing projects internally avoids this monitoring and the possibility that funds will be unavailable or available only at high explicit prices. Managers have incentives to expand their firms beyond the size that maximizes shareholder wealth. 9 Growth increases managers’ power by increasing the resources This discussion is based on Jensen (1986a). Gordon Donaldson (1984), in a detailed study of 12 large Fortune 500 firms, concludes that managers of these firms were not driven by maximization of the value of the firm, but rather by the maximization of â€Å"corporate wealth. He defines corporate wealth as â€Å" the aggregate purchasing power available to management for strategic purposes during any given planning period†¦. this wealth consists of 9 8 M. C. Jensen 15 1987 under their control. In addition, changes in management compensation are positively related to growth. 10 The tendency of firms to reward middle managers through promotion rather than year-to-year bonuses also creates an organizational bias toward growth to supply the new positions that such promotion-based reward systems require (Baker, 1986);.The tendency for managers to overinvest resources is limited by competition in the product and factor markets that tends to drive prices toward minimum average cost in an activity. Managers must therefore motivate their organizations to be more efficient in order to improve the probability of survival. Product and factor market disciplinary forces are often weaker in new activities, however, and in activities that involve substantial economic rents or quasi-rents. 1 Activities yielding substantial economic rents or quasi-rents are the types of activities that generate large amounts of free cash flow. In these situations, monitoring by the firm’s internal control system and the market for corporate control are more important. Conflicts of interest between shareholders and managers over payout policies are especially severe when the organization generates substantial free cash flow. The problem is how to motivate managers to disgorge the cash rather than invest it below the cost of capital or waste it through organizational inefficiencies.Myers and Majluf (1984) argue that financial flexibility (unused debt capacity and internally generated funds) is desirable when a firm’s managers have better information about the firm than outside investors. Their arguments assume that managers act in the best interest of shareholders. The arguments offered here imply the stocks and flows of cash and cash equivalents (primarily credit) that management can u se at its discretion to implement decisions involving the control of goods and services† (p. 3, emphasis in original). In practical terms it is cash, credit, and other corporate purchasing power by which management commands goods and services† (p. 22). 10 Where growth is measured by increases in sales. See Murphy (1985). This positive relationship between compensation and sales growth does not imply, although it is consistent with, causality. 11 Rents are returns in excess of the opportunity cost of the permanent resources in the activity. Quasirents are returns in excess of the opportunity cost of the short-lived resources in the activity. M. C.Jensen 16 1987 that such flexibility has costs; financial flexibility in the form of free cash flow (including both current free cash in the form of large cash balances, and future free cash flow reflected in unused borrowing power) provides managers with greater discretion over resources that is often not used in the shareholder s’ interests. Therefore, contrary to Myers and Majluf, the argument here implies that eventually the agency costs of free cash flow cause the value of the firm to decline with increases in financial flexibility.The theory developed here explains (1) how debt-for-stock exchanges reduce the organizational inefficiencies fostered by substantial free cash flow; (2) how debt can substitute for dividends; (3) why â€Å"diversification† programs are more likely to be associated with losses than are expansion programs in the same line of business; (4) why mergers within an industry and liquidation-motivated takeovers will generally create larger gains than cross-industry mergers; (5) why the factors stimulating takeovers in such diverse businesses as broadcasting, tobacco, cable systems and oil are essentially identical; and (6) why bidders and some targets tend to show abnormally good performance prior to takeover.The Role of Debt in Motivating Organizational Efficiency The a gency costs of debt have been widely discussed (Jensen and Meckling (1976); Smith and Warner (1979)), but, with the exception of the work of Grossman and Hart (1980), the benefits of debt in motivating managers and their organizations to be efficient have largely been ignored. Debt creation, without retention of the proceeds of the issue, enables managers effectively to bond their promise to pay out future cash flows. Thus, debt can be an effective substitute for dividends, something not generally recognized in the corporate finance literature. 12 By issuing debt in exchange for stock, Literally, principal and interest payments are substitutes for dividends. Dividends and debt are not perfect substitutes, however, because interest is tax-deductible at the corporate level and dividends are not. 12 M. C. Jensen 17 1987 anagers bond their promise to pay out future cash flows in a way that simple dividend increases do not. In doing so, they give shareholder-recipients of the debt the ri ght to take the firm into bankruptcy court if they do not keep their promise to make the interest and principal payments. 13 Thus, debt reduces the agency costs of free cash flow by reducing the cash flow available for spending at the discretion of managers. These control effects of debt are a potential determinant of capital structure. Managers with substantial free cash flow can increase dividends or repurchase stock and thereby pay out current cash that would otherwise be invested in low-return projects or wasted.This payout leaves managers with control over the use of future free cash flows, but they can also promise to pay out future cash flows by announcing a â€Å"permanent† increase in the dividend. 14 Because there is no contractual obligation to make the promised dividend payments, such promises are weak. Dividends can be reduced by managers in the future with little effective recourse available to shareholders. The fact that capital markets punish dividend cuts wit h large stock price reductions (Charest (1978); Aharony and Swary (1980)) can be interpreted as an equilibrium market response to the agency costs of free cash flow. Brickley, Coles and Soo Nam (1987) find that firms that regularly pay extra dividends appear to have positive free cash flow. In comparison with a control group they have significantlyRozeff (1982) and Easterbrook (1984b) argue that regular dividend payments can be effective in reducing agency costs with managers by assuring that managers are forced more frequently to subject themselves and their policies to the discipline of the capital markets when they acquire capital. 14 Interestingly, Graham and Dodd (1951, Chapters 32, 34 and 36) in their treatise, Security Analysis, place great importance on the dividend payout in their famous valuation formula: V=M(D+. 33E). (See p. 454. ) V is value, M is the earnings multiplier when the dividend payout rate is a â€Å"normal two-thirds of earnings,† D is the expected di vidend, and E is expected earnings.In their formula, dividends are valued at three times the rate of retained earnings, a proposition that has puzzled many students of modern finance (at least of my vintage). The agency cost of free cash flow that leads to over retention and waste of shareholder resources is consistent with the deep suspicion with which Graham and Dodd viewed the lack of payout. Their discussion (chapter 34) reflects a belief in the tenuous nature of the future benefits of such retention. Although they do not couch the issues in terms of the conflict between managers and shareholders, the free cash flow theory explicated here implies that their beliefs, sometimes characterized as a preference for â€Å"a bird in the hand is worth two in the bush,† were perhaps well founded. 13 M. C. Jensen 18 1987 igher cash plus short-term investments, and earnings plus depreciation, relative to their total assets. They also have significantly lower debt-to-equity ratios. Th e issuance of large amounts of debt to buy back stock sets up organizational incentives to motivate managers to pay out free cash flow. In addition, the exchange of debt for stock helps managers overcome the normal organizational resistance to retrenchment that the payout of free cash flow often requires. The threat of failure to make debt-service payments serves as a strong motivating force to make such organizations more efficient. Stock repurchase for debt or cash also has tax advantages.Interest payments are tax-deductible to the corporation, that part of the repurchase proceeds equal to the seller’s tax basis in the stock is not taxed at all, and prior to 1987 tax rates on capital gains were favorable. Increased leverage also has costs. As leverage increases, the usual agency costs of debt, including bankruptcy costs, rise. One source of these costs is the incentive to take on projects that reduce total firm value but benefit shareholders through a transfer of wealth fro m bondholders. These costs put a limit on the desirable level of debt. The optimal debt/equity ratio is the point at which firm value is maximized, the point where the marginal costs of debt just offset the marginal benefits. The debt created in a hostile takeover (or takeover defense) of a firm suffering severe agency costs of free cash flow need not be permanent.Indeed, sometimes â€Å"overleveraging† such a firm is desirable. In these situations, leveraging the firm so highly that it cannot continue to exist in its old form yields benefits by providing motivation for cuts in expansion programs and the sale of divisions that are more valuable outside the firm. The proceeds are used to reduce debt to a more normal or permanent level. This process results in a complete rethinking of the organization’s strategy and structure. When it is successful, a much leaner, more efficient, and competitive organization results. M. C. Jensen 19 1987 The control hypothesis does not i mply that debt issues will always have positive control effects.For example, these effects will not be as important for rapidly growing organizations with large and highly profitable investment projects but no free cash flow. Such organizations will have to go regularly to the financial markets to obtain capital. At these times the markets have an opportunity to evaluate the company, its management, and its proposed projects. Investment bankers and analysts play an important role in this monitoring, and the market’s assessment is made evident by the price investors pay for the financial claims. The control function of debt is more important in organizations that generate large cash flows but have low growth prospects, and it is even more important in organizations that must shrink.In these organizations the pressure to waste cash flows by investing them in uneconomic projects is most serious. Evidence from Financial Transactions Free cash flow theory helps explain previously puzzling results on the effects of various financial transactions. Smith (Smith, 1986, tables 1 to 3) summarizes more than 20 studies of stock price changes at announcements of transactions that change capital structure as well as various other dividend transactions. These results and those of others are presented in table 2. For firms with positive free cash flow, the theory predicts that stock prices will increase with unexpected increases in payouts to shareholders and decrease with unexpected decreases in payouts.It also predicts that unexpected increases in demand for funds from shareholders via new issues will cause stock prices to fall. The theory also predicts stock prices will increase with increasing tightness of the constraints binding the payout of future cash flow to shareholders and decrease with reductions in the tightness of these constraints. These predictions do not apply to those firms with more profitable projects than cash flow to fund them. M. C. Jensen 20 1987 The predictions of free cash flow theory are consistent with all but three of the 32 estimated abnormal stock price changes summarized in table 2, and one of the inconsistencies is explained by another phenomenon.Panel A of table 2 shows that stock prices rise by a statistically significant amount with announcements of the initiation of cash dividend payments, increases in dividends and specially designated dividends, and fall by a statistically significant amount with decreases in dividend payments. (All coefficients in table 2 are significantly different from zero unless noted with an asterisk. ) Panel B shows that security sales and retirements that raise cash or pay out cash and simultaneously provide offsetting changes in the constraints bonding the payout of future cash flow are all associated with returns that are insignificantly different from zero.The insignificant return on retirement of debt fits the theory because the payout of cash is offset by an equal reduction in th e present value of promised future cash payouts. If debt sales are not associated with changes in the expected investment program, the insignificant return on announcement of the sale of debt and preferred also fits the theory. The acquisition of new funds with debt or preferred stock is offset exactly by a commitment bonding the future payout of cash flows of equal present value. If the funds acquired through new debt or preferred issues are invested in projects with negative net present values, the abnormal stock price change will be negative. If they are invested in projects with positive net present values, the abnormal stock price change will be positive.Sales of convertible debt and preferred securities are associated with significantly negative stock price changes (panel C). These security sales raise cash and provide little effective bonding of future cash flow payments; when the stock into which the debt is convertible is worth more than the face value of the debt, manageme nt has incentives to call the convertible securities and force conversion to common. M. C. Jensen 21 1987 Panel D shows that, with one exception, security retirements that pay out cash to shareholders increase stock prices. The price decline associated with targeted large block repurchases (often called greenmail) is highly likely to be due to the reduced probability that a takeover premium will be realized.These transactions are often associated with standstill agreements in which the seller of the stock agrees to refrain from acquiring more stock and from making a takeover offer for some period into the future (Mikkelson and Ruback (1985; 1986); Dann and DeAngelo (1983); and Bradley and Wakeman (1983);). Panel E summarizes the effects of security sales and retirements that raise cash and do not bond future cash flow payments. Consistent with the theory negative abnormal returns are associated with all such changes, although the negative returns associated with the sale of common t hrough a conversion-forcing call are statistically insignificant.Panel F shows that all exchange offers or designated use security sales that increase the bonding of payout of future cash flows result in significantly positive increases in common stock prices. These include stock repurchases and exchange of debt or preferred for common, debt for preferred, and income bonds for preferred. The twoday gains range from 21. 9 percent (debt for common) to 1. 6 percent for income bonds and 3. 5 percent for preferred. 15 The theory predicts that transactions with no cash flow and no change in the bonding of payout of future cash flows will be associated with returns that are insignificantly different from zero. Panel G of table 2 shows that the evidence is mixed; 15 The two-day returns of exchange offers and self-tenders can be affected by the offer.However, if there are no real effects or tax effects, and if all shares are tendered to a premium offer, then the stock price will be unaffecte d by the offer and its price effects are equivalent to those of a cash dividend. Thus, when tax effects are zero and all shares are tendered, the two-day returns are appropriate measures of the real effects of the exchange. In other cases the correct returns to be used in these transactions are those covering the period from the day prior to the offer announcement to the day after the close of the offer (taking account of the cash payout). See, for example, Rosenfeld (1982), whose results for the entire period are also consistent with the theory. M. C. Jensen 22 1987 he returns associated with exchange offers of debt for debt are significantly positive and those for designated-use security sales are insignificantly different from zero. All exchanges and designated-use security sales that have no cash effects but reduce the bonding of payout of future cash flows result, on average, in significant decreases in stock prices. These transactions include the exchange of common for debt or preferred or preferred for debt, or the replacement of debt with convertible debt and are summarized in Panel H. The two-day losses range from 7. 7 percent (preferred for debt) to 1. 1 percent (common for debt). In summary, the results in table 2 are remarkably consistent with free cash flow theory hich predicts that, except for firms with profitable unfunded investment projects, stock prices will rise with unexpected increases in payouts to shareholders (or promises to do so) and will fall with reductions in payments or new requests for funds from shareholders (or reductions in promises to make future payments). Moreover, the size of the value changes seems to be positively related to the change in the tightness of the commitment bonding the payment of future cash flows. For example, the effects of debtfor-preferred exchanges are smaller than the effects of debt-for-common exchanges. Tax effects can explain some of the results summarized in table 2, but not all.For example, the ex change of preferred for common, or replacement of debt with convertible debt, has no tax effects and yet is associated with price increases. The last column of table 2 denotes whether the individual coefficients are explainable by pure corporate tax effects. The tax theory hypothesizes that all unexpected changes in capital structure that decrease corporate taxes increase stock prices and vice versa. 16 Therefore, increases in dividends and reductions of debt interest should cause stock prices to fall, and vice versa. 17 Fourteen of the 32 coefficients are inconsistent with the corporate tax See, however, Miller (1977) who argues that allowing for personal tax effects and the equilibrium response of firms implies that no tax effects will be observed. 7 Ignoring potential tax effects due to the 85 percent exclusion of dividends received by corporations on holdings of preferred stock. 16 M. C. Jensen 23 1987 Table 23 Summary of Two-Day Average Abnormal Stock Returns Associated with th e Announcement of Various Dividend and Capital Structure Transactionsa Average Sample Size Average Abnormal Return (Percent) Free Cash Flow Theory Agreement with Tax Predicted Agreement Theory Sign with Theory? Type of Transaction A. Dividend changes that change the cash paid to shareholders Dividend initiation1 Dividend increase2 Specially designated dividend Dividend decrease2 3 Security Issued Security Retired 160 281 164 48 3. 7% 1. 0 2. 1 -3. 6 + + + – es yes yes yes no no no no B. Security sales (that raise cash) and retirements (that pay out cash) that simultaneously provide offsetting changes in the constraints bonding future payment of cash flows Security sale (industrial) 4 Security sale (utility) 5 Security sale (industrial) 6 Security sale (utility) Call8 7 debt debt preferred preferred none none none none none debt none none none common common common common 248 140 28 251 133 74 54 9 147 182 15 68 – 0. 2* -0. 1* -0. 1* -0. 1* -0. 1* -2. 1 -1. 4 -1. 6 15. 2 3. 3 1. 1 -4. 8 0 0 0 0 0 – – – + + + + yes yes yes yes yes yes yes yes yes yes yes no b no no yes yes no no no no yes yes yes no b C.Security sales that raise cash and bond future cash flow payments only minimally Security sale (industrial) 4 conv. debt 7 Security sale (industrial) conv. preferred 7 Security sale (utility) conv. preferred D. Security retirements that pay out cash to shareholders Self tender offer 9 Open market purchase10 Targeted small holdings11 Targeted large block repurchase12 none none none none M. C. Jensen 24 1987 E. Security sales or calls that raise cash and do not bond future cash flow payments Security sale (industrial) 13 common none Security sale (utility)14 common none Conversion-forcing call15 common conv. preferred Conversion-forcing call15 common conv. debt F.Exchange offers, or designated use security sales that increase the bonding of payout of future cash debt common Designated use security sale16 Exchange offer 17 debt comm on 17 Exchange offer preferred common 17 Exchange offer debt preferred Exchange offer 18 income bonds preferred G. Transaction with no change in bonding payout of future cash flows Exchange offer 19 debt 20 Designated use security sale debt debt debt 215 405 57 113 flows 45 52 10 24 18 36 96 -3. 0 -0. 6 -0. 4* -2. 1 21. 9 14. 0 8. 3 3. 5 1. 6 0. 6 0. 2* -2. 4 -2. 6 -7. 7 -4. 2 -1. 1 – – – – + + + + + 0 0 – – – – – yes yes no yes yes yes yes yes yes no yes yes yes yes yes yes yes yes yes yes yes yes no yes yes no yes yes no yes yes yes H.Exchange offers, or designated use security sales that decrease the bonding of payout of future cash flows Security sale 20 conv. debt debt 15 Exchange offer 17 common preferred 23 17 Exchange offer preferred debt 9 20 Security sale common debt 12 Exchange offer 21 common debt 81 a Returns are weighted averages, by sample size, of the returns reported by the respective studies All returns are significantly different from zero unless noted otherwise by *. b Explained by the fact that these transactions are frequently associated with the termination of an actual or expected control bid. The price decline appears to reflect the loss of an expected control premium. Source: 1 Asquith and Mullins (1983). 2 Charest (1978); Aharony and Swary (1980). 3 From Brickley (1983). Dann and Mikkelson (1984); Eckbo (1986); Mikkelson and Partch (1986). 5 Eckbo (1986). 6 Linn and Pinegar (1985); Mikkelson and Partch (1986). 7 Linn and Pinegar (1985). 8 Vu (1986). 9 Dann (1981); Masulis (1980); Vermaelen (1981); Rosenfeld (1982). 10 Dann (1980); Vermaelen (1981). 11 Bradley and Wakeman (1983). 12 Calculated by Smith (1986), table 4, from Dann and DeAngelo (1983); Bradley and Wakeman (1983). 13 Asquith and Mullins (1986); Kolodny and Suhler (1985); Masulis and Korwar (Korwar and Masulis); Mikkelson and Partch (1986). 14 Asquith and Mullins (1986); Masulis and Korwar (1986); Pettway and R adcliffe (1985). 15 Mikkelson (1981). 16 Others with more than 50% debt Masulis (1980). 17 Masulis (1983).These returns include announcement days of both the original offer and, for about 40 percent of the sample, a second announcement of specific terms of the exchange 18 McConnell and Schlarbaum (1981). 19 Dietrich (1984). 20Eckbo (1986); Mikkelson and Partch (1986). 21Rogers and Owers (1985); Peavy and Scott (1985); Finnerty (1985). (Allen, 1987; Auerbach and Reishus, 1987; Biddle and Lindahl, 1982; Bradley, Desai, and Kim, 1983; Bradley and Rosensweig, 1986; Comment and Jarrell, 1986; 1986; Crovitz, 1985; Easterbrook, 1984a; Eckbo, 1985; 1985; Fama and Jensen, 1983a, b, 1985; Franks, Harris, and Mayer, 1987; Golbe and White, 1987; Herzel, Colling, and Carlson, 1986; Holderness and Sheehan, 1985; 1985; Jarrell, Poulsen, and Davidson, 1985; Jensen, 1985, 1986b; Jensen and Smith, 985; Kaplan and Roll, 1972; Koleman, 1985; Lambert and Larcker, 1985; Malatesta and Walkling, 1985; Mart in, 1985; Morrison, 1982; Mueller, 1980; Myers, 1977; Office of the Chief Economist, 1984, 1985b, 1986; Paulis, 1986; Ravenscraft and Scherer, 1985a, b; Ricks, 1982; Ricks and Biddle, 1987; Ruback, 1988; Ryngaert, 1988; Shoven and Simon, 1987; Sunder, 1975; You et al. ) Jensen 25 1987 hypothesis. Simple signaling effects, where the payout of cash signals the lack of present and future investments promising returns in excess of the cost of capital, are also inconsistent with the results-for example, the positive stock price changes associated with dividend increases and stock repurchases. If anything, the results in table 2 seem too good, for two reasons.The returns summarized in the table do not distinguish firms that have free cash flow from those that do not have free cash flow, yet the theory says the returns to firms with no free cash flow will behave differently from those which do. In addition, only unexpected changes in cash payout or the tightness of the commitments bonding the payout of future free cash flow should affect stock prices. The studies summarized in table 2 do not, in general, control for the presence or absence of free cash flow or for the effects of expectations. If free cash flow effects are large and if firms on average are in a positive free cash flow position, the predictions of the theory will hold for the simple sample averages. To see how the agency costs of free cash flow can be large enough to show up in the uncontrolled tests summarized in table 2, consider the graph of equilibrium firm M.C. Jensen 26 1987 value and free cash flow in figure 1. Figure 1 portrays a firm whose manager values both firm value (perhaps because stock options are part of the compensation package) and free cash flow. The manager, however, is willing to trade them off according to the given indifference curves. By definition, firm value reaches a maximum at zero free cash flow. The point (V*, F*) represents the equilibrium level of firm value and free ca sh flow for the manager. It occurs at a positive level of free cash flow and at a point where firm value is lower than the maximum possible. The difference Vmax – V* is the agency cost of free cash flow.Because of random factors and adjustment costs, firms will deviate temporarily from the optimal F*. The dashed line in figure 1 portrays a hypothetical rectangular distribution of free cash flow in a cross section of firms under the assumption that the typical firm is run by managers with preferences similar to those portrayed by the given indifference curves. Changes in free cash flow (or the tightness of constraints binding its payout) will be positively related to the value of the firm only for the minority of firms in the cross section with negative free cash flow. These are the firms lying to the left of the origin, 0. The relation is negative for all firms in the range with positive free cash flow.Given the hypothetical rectangular distribution of firms in figure 1, the majority of firms will display a negative relation between changes in free cash flow and changes in firm value. As a result the average price change associated with movements toward (V*, F*) will be negatively related to changes in free cash flow. If the effects are so pervasive that they show up strongly in the crude tests of table 2, the waste due to agency problems in the corporate sector is probably greater than most scholars have thought. This waste is one factor contributing to the high level of activity in the corporate control market over the past decade. More detailed tests of the propositions that control for growth prospects and expectations will be interesting. M. C. Jensen 27 1987Evidence from Going-Private and Leveraged Buyout Transactions Many of the benefits in going-private and leveraged buyout transactions seem to be due to the control function of debt. These transactions are creating a new organizational form that competes successfully with the open corporate form because of advantages in controlling the agency costs of free cash flow. In 1985, going-private and leveraged buyout transactions totaled $37. 4 billion and represented 32 percent of the value of all public acquisitions. 18 Most studies have shown that premiums paid for publicly held firms average over 50 percent,19 but in 1985 the premiums for publicly held firms were 31 percent (Grimm, 1985). Leveraged buyouts are frequently financed with high debt; 10:1 ratios of debt to equity are not uncommon, and they average 5. 5:1 (Schipper and Smith (1986); Kaplan (1987); and DeAngelo and DeAngelo (1986)). Moreover, the use of â€Å"strip financing† and the allocation of equity in the deals reveal a sensitivity to incentives, conflicts of interest, and bankruptcy costs. Strip financing, the practice in which investors hold risky nonequity securities in approximately equal proportions, limits the conflict of interest among such securityholders and therefore limits bankruptcy costs. T op managers and the sponsoring venture capitalists hold disproportionate amounts of equity. A somewhat oversimplified example illustrates the organizational effects of strip financing. Consider two firms identical in every respect except financing.Firm A is entirely financed with equity, and Firm B is highly leveraged with senior subordinated debt, convertible debt, and preferred as well as equity. Suppose Firm B securities are sold only in strips; that is, a buyer purchasing a certain percentage of any security must purchase the same percentage of all securities, and the securities are â€Å"stapled† together See W. T. Grimm, Mergerstat Review (1985, Figs. 29, 34 and 38). See DeAngelo, DeAngelo and Rice (1984), Lowenstein (1985), and Schipper and Smith (1986). Lowenstein also mentions incentive effects of debt but argues tax effects play a major role in explaining the value increase. 19 18 M. C. Jensen 28 1987 o they cannot be separated later. Security holders of both firms have identical unlevered claims on the cash flow distribution, but organizationally the two firms are very different. If Firm A managers withhold dividends to invest in value-reducing projects or if they are incompetent, the shareholders must use the clumsy proxy process to change management or policies. In Firm B, strip holders have recourse to remedial powers not available to the equity holders of Firm A. Each Firm B security specifies the rights its holder has in the event of default on its dividend or coupon payment; for example, the right to take the firm into bankruptcy or to have board representation.As each security above equity goes into default, the strip holder receives new rights to intercede in the organization. As a result, it is quicker and less expensive to replace managers in Firm B. Moreover, because every security holder in the highly leveraged Firm B has the same claim on the firm, there are no conflicts between senior and junior claimants over reorganization of the claims in the event of default; to the strip holder it is a matter of moving funds from one pocket to another. Thus, Firm B will not go into bankruptcy; a required reorganization can be accomplished voluntarily, quickly, and with less expense and disruption than through bankruptcy proceedings. The extreme form of strip financing in the example is not normal practice.Securities commonly subject to strip practices are often called â€Å"mezzanine† financing and include securities with priority superior to common stock yet subordinate to senior debt. This arrangement seems to be sensible, because several factors ignored in our simplified example imply that strictly proportional holdings of all securities is not desirable. For example, IRS restrictions deny tax deductibility of debt interest in such situations and bank holdings of equity are restricted by regulation. Riskless senior debt need not be in the strip because there are no conflicts with other claimants in the event of reorganization when there is no probability of default on its payments. M. C. Jensen 29 1987Furthermore, it is advantageous to have the top-level managers and venture capitalists who promote leveraged buyout and going-private transactions hold a larger share of the equity. Top-level managers on average receive over 30 percent of the equity, and venture capitalists and the funds they represent generally retain the major share of the remainder (Schipper and Smith (1986); Kaplan (1987)). The venture capitalists control the board of directors and monitor the managers. Both managers and venture capitalists have a strong interest in making the venture successful because their equity interests are subordinate to other claims. 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Culmination is the Zenith Essay

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Pixar Animation Studios - Research Paper Example Pixar Studio’s goal is to merge trademark technology with the most original artistic skills to create computer-animated films that cast unforgettable characters and heartening tales that can be embraced by all ages across the world. To meet this objective, the company has established a unique working culture that has contributed to much of their success. Growing to about 730 employees in the present, the company maintains its closeness as most have been working together since 1970, continuously expanding to accept new creative geniuses. The work environment is described to be laid-back and ‘anti-corporate’, resulting in increased productivity and great fun for all their employees (Icmrindia.org 2006). The organizational culture at Pixar Animation Studios is a unique tool that has attributed greatly to their unparalleled works. Employees are known for their informal and eccentric work style, coming in anytime and working into the night, walking around barefoot, and even taking their pets along to work. Most did not expect to earn much from the job but remained in it for the unconventional environment and the possibility of creating something never done before. Offices are distinctively designed to excite positive creative energy for its entire staff. Its California-based offices are known for its relaxed conditions, which give way to an open stream of thoughts and dialogue. The ‘habitat’ as the studio is called, is a wide space full of toys and life-size Pixar characters.

Contextual design Coursework Example | Topics and Well Written Essays - 500 words

Contextual design - Coursework Example In natural environment customer and interviewer works together. Master/apprentice model has strong role of experience and habit that molds the action, if some things is based on experience there may some reason behind, to minimize effect of habit giving training to others plays a vital as the trainer explains the reasons of doing certain actions. The events and stories attached to a task also shared be master or trainer hence takes a learner to the event whose conclusions and teachings could help an individual in future works that he / she carries himself. Design team may learn same way through the experience of the customers by interviewing them. In experience they share important details and mistakes which become time saving and helpful information. This kind of work is based on observing ongoing working models rather rely on conceptual ideas. The designer not only learns to start like apprenticeship but also apply knowledge to integrate it with technology and take into account other people and concerned areas that comes under his domain. Through four principle guide, the apprenticeship model can be modified to meet design's team need. These are context, partnership, interpretation and focus. Context gives ongoing experience and concrete data.

I Don; T Know Essay Example for Free

I Don; T Know Essay Why or why not? All personal and confidential information should be limited to the bare amount of health care professionals. Only to carry out medical treatment (MLAE). 2. In this case, how would you be able to correct your error and provide the missing documents to the patient while still protecting patient confidentiality under HIPAA? You should contact the patient inform them you still have the documents, and ask if they ould like to come to get them (MLAE). 3. Besides a HIPAA Patient Release of Information form, list 4 other items that are found in the medical record. A privacy notice, acknowledgment that the privacy notice was received, a trading partner agreement, and an agreement reached with a healthcare professional business associates (MLAE). 4. Legally, does the patient or the physician/healthcare facility own the medical record? Why? The healthcare facility, but the patient can access them any time as long as the physician feels it will cause no harm to the patient (MLAE). 5. List 3 ways patient confidentiality is maintained in the reception/waiting area of a medical office. Not discussing patient information in the lobby. Making sure computer screens are out of patients sight. Also making sure patients files are not left open (MLAE). 6. A breach of confidentiality can result in what consequences for a health care professional? This could result in possible termination, or possible civil action being taken (MLAE). 7. From the list of Interpersonal Ethics (found in Chapter 1 of the Fremgen text), please describe how any of those traits were demonstrated in your actions in this case scenario? Respect by looking to make sure you could access his information (MLAE). Unit 8 Project Questions: Part II 1. Would the action taken in this second scenario be within your scope of practice for your chosen field? Why or why not? No only physicians should be giving out prescriptions, and they should have never even looked in the file. They should have just taken a message for the doctor (MLAE). 2. What determines your scope of practice for your chosen career? What you study, and what the office you are working in tells you to do (MLAE). 3. Would Respondeat Superior apply in this case scenario? Why or why not? I would not think so, because this person was not acting within their scope of Employment (MLAE). 4. Would the Good Samaritan Law apply in this case scenario? Why or why not? No because this was not any emergency situation (MLAE). 5. What role does the Food and Drug Administration (FDA) play in regards to prescription medication? The FDA is responsible for protecting and promoting public health through the regulation and supervision of food safety, tobacco products, dietary supplements, prescription and ver-the-counter pharmaceutical drugs (medications), vaccines, biopharmaceuticals, blood transfusions, medical devices, electromagnetic radiation emitting devices (ERED), and veterinary products (MLAE). 6. What role does the Drug Enforcement Agency (DEA) play in regards to prescription medication and a physician’s ability to prescribe narcotics? Physicians must have a DEA license to write prescriptions, and i t must be for the state they are practicing in (MLAE). References Bonnie F Fremgen, Ph. D. (2009). MEDICAL LAW AND ETHICS. New Jersey : Pearson Education Inc.

The rate of rReaction Essay Example for Free

The rate of rReaction Essay These results also support my prediction and I believe that the collision theory is quite accurate even though it is only a theory as it gives a very good explanation of what should happen and it has happened in my experiment. I am going to include 0. 25M in my main experiment as I believe that this will give a better range of results and also increase the accuracy of my results. I will keep the amount of time the same as I believe it was the best amount of time to get an accurate reading. I will do my main experiment results to one decimal place as I believe that this will give me the most precise results. When reading the amount of gas in the cylinder I will take any number that is whole e. g. 14 to be 14. 0. To improve my reliability I will repeat each concentration three times as I believe this will give me a reliable average. Results Table Results To Show How Much Gas Is Given Off In 5 Minutes Volume of Gas Collected (cm ) Time in minutes Test Concentration Test Any number highlighted are not counted in the average as I believe that the are either to high, to low or do not fit into the pattern. Result that I believe is causing the results for this time to be inaccurate. ( see level of confidence) I will not include this result in my new average. I have found out that 2M is the best strength of hydrochloric acid to use when you want a fast reaction, as it released the most gas in 5 minutes compared to 0.5M, 1M and 1. 5M. I can make the statement the stronger/higher molar(M) the acid the faster the reaction and the weaker/lower molar(M) the acid the slower the reaction. Conclusion I conclude 2M is the best concentration of acid. You can see this on my graph, my graph shows that 2M is the best concentration of acid out of all the ones that I tested as it had the quickest reaction time compared to all of the other concentrations. You can see this from the graph as 2M has got the steepest slope. I believe that the activation energy (see background information for detailed explanation) has effected my results. I believe that the concentration of the acid makes it easier for the particles to react. But what does this have to do with the activation energy? Each molecule has a certain amount of energy and for the molecule to react it must collide with another molecule. It must also generate more energy that it already has. In a low concentrated solution, there are less molecules so it hard for a molecule to find other molecules to collide with, but in a high concentrated solution collisions are more frequent and even if the molecule does not collide with enough energy to react it will soon hit another molecule and have a high possibility of reacting. I predicted that the 2. 0 molar acid would have the quickest reaction time and the 0. 25 molar would have the slowest reaction time I also said that the other concentrations would go in order of their concentrations, the higher the concentration the more gas there will be released and the lower the concentration the less gas there will be released. I believe my predictions were accurate as I based them on the collision theory and even though it is a theory I believe it is an accurate theory and explains what is believed to happen when reactions take place very well. 0. 5M and 1M start off wrong in my opinion as until 3 minutes 0. 5M had released more gas where as I believe according to the collision theory 1M should have released more gas and reacted faster, but in the end 1M released more gas. This also happened in the first 30 seconds of the 0. 25M where it also released more gas than the 1M. This leads me to believe that the 1M may have been the wrong concentration. It is because of this reason I am going to work out the confidence levels for my results. I will take 0 as 100% accurate and 100 as 0% accurate. Level Of Confidence I am going to work out the inaccuracy of my results I will do this by doing the sum Range multiplied by 100= level of inaccuracy Average I have chosen to do the inaccuracy of time   as I believe that I can get a good reading of how inaccurate my results are by doing a selected number of times. Time Concentration Range of gas Average Amount of Times Equals (minutes) of acid(M) released(cm ) gas released(cm ). I am going to look at   my results table and 1 Level of confidence for sum that I believed was inaccurate I have now changed the range of the gas released at 4. 5 minutes.   This inaccuracy level is a lot lower than the other one. This means that that volume of gas released was to low, many things could have caused this . e. g. the temperature of the room could have been lower than when I did the other two experiments. Evaluation I believe my results are quite accurate and would be considered reliable as non of my results have a high inaccuracy level or have a 50% chance of being wrong. I have highlighted the results that I believe are wrong on my results table and have not included them in my averages. On my graph my points go up in curves or in some sort of curve. I have joined all of the point on my graph together but on some of my curves I have done a curve of best fit, I have done this because it will show me if any results are slightly wrong. If you look at the green curve for 0. 5M you will see that the points at 2 and 2. 5 minutes look slightly to high, the curve of best fit shows where the points should have been. The trend I see from the graph is that the higher the concentration of the hydrochloric acid the steeper the slop of the graph is. I believe that the way in which I carried out my experiment was good as I followed my method exactly. To improve the accuracy of my method I could have said I would use a bulb pipette or a graduate pipette as these are more accurate than a measuring cylinder, I could make sure that the marble chips all have the same surface area because the marble chips with the bigger surface areas could have reacted more than the marble chips with the smaller surface areas. I could have also make sure that the room was the same temperature for each experiment because if the room was hot for one experiment and cold for another then the results would be inaccurate as the molecules would have been moving and reacting at different speeds. The results I have support my conclusion and my prediction, as what I predicted would happen did happen. The order of the concentrations for the most gas released in 5 minutes was also accurate, as it was in the order that I predicted. To extend my investigation I could test if the temperature had any effect on the amount of gas released, I believe this would provide me with the relevant information about what the optimum temperature is for a reaction to take place. I could then test the optimum concentration and the optimum temperature together and see how much gas is released in 5 minutes and compare it to the separate results of the concentration and temperature. Show preview only The above preview is unformatted text This student written piece of work is one of many that can be found in our GCSE Patterns of Behaviour section.

Fastest Finger First Project Report

Fastest Finger First Project Report Abstract In the buzzer round of quiz contests, the question is thrown open to all the teams. The person who knows the answer hits the buzzer first and then answers the question. Sometimes two or more players hit the buzzer almost simultaneously and it is very difficult to detect which of them has pressed the buzzer first. In television shows, where the whole event is recorded, the actions are replayed in slow motion to detect the first hit. Such slow motions are possible only where huge funds are available to conduct the show. For this reason buzzer rounds are avoided for quiz contests held in colleges. This project is an electronic quiz buzzer that is affordable by the colleges and even individuals. This project is useful for a 4-team quiz contest, although it can be modified for more number of teams. This system is sensitive. The circuit can detect and record the first hit contestant among all the contestants that may appear to be simultaneous Buzzer controllers for 4-team quizzes are readily available in the market. However, buzzer controller capable handling six or eight team are hard to find. The circuit presented here can be used for up to eight teams. It can be easily expanded to accommodated more teams through suitable cascading of latches and AND gates along with transistors, relays, etc. In the buzzer round of any quiz contest question are thrown open to all the participating teams. Each team has a push button switch to ring the buzzer. After hearing the question any member of a team who knows the answer and hits there switch first gets a chance to answer. In multiple cases who hit the switch first gets the opportunity to reply. For next round the quiz master reset the buzzer operation circuit by pressing the reset switch. For visual indication all teams have the lamp fitted on their desk. The lamps glow until the reset of buzzer controller indicating the eligible team for replying the question. For audio indication the buzzer rings and turns off automatically after a few second. The audio visual circuit is powered through actuation of relay contacts. Here 230v AC has been used. BLOCK DIAGRAM Figure:1 CIRCUIT DIAGRAM Figure:2 Figure:2 Working of Finger first indicator Fastest finger first indicators (FFFIs) are used to test the players reaction time. The players designated number is displayed with an audio alarm when the player presses his entry button. The circuit presented here determines as to which of the 8 contestants first pressed the button and locks out the remaining three entries. Simultaneously, an audio alarm and the correct decimal number display of the corresponding contestant are activated. When a contestant presses his switch, the corresponding output of latch IC1 (74373) changes its logic state from 1 to 0. The combinational circuitry comprising dual 4-input NAND gates of IC3 (7430) locks out subsequent entries by producing the appropriate latch-disable signal. Priority encoder IC2 (74147) encodes the active-low input condition into the corresponding binary coded decimal (BCD) number output. The outputs of IC4 after inversion by inverter gates inside hex inverter 74LS04 (IC5) are coupled to BCDto-7-segment decoder/display driver IC6 (7447). The output of IC6 drives common anode 7-segment LED display (DIS.1, FND507 or LT543). The audio alarm generator comprises clock oscillator (555), whose output drives a loudspeaker. The oscillator frequency can be varied with the help of Preset VR1. Logic 0 state at one of the outputs of IC2 produces logic 1 input condition at pin 4 of 555, thereby enabling the audio oscillator. 555 needs +12V DC supply for sufficient alarm level. The remaining circuit operates on regulated +5V DC supply, which is obtained using (7805).Once the organiser identifies the contestant who pressed the switch first, he disables the audio alarm and at the same time forces the digital display to 0 by pressing reset pushbutton S9 PCB FABRICATION PCB Designing is an important part of the project development, complexity size the PCB for our Project Buzzer Controller For 8-Team Quiz Contests is made by Photo chemical process on copper clad base materials the following steps are involved in Fabrication. Layout designing 1. Art work designing 2. Negative preparation 3. Eleclining 4. Cleaning 5. Coating of Protective layer 6. Drilling 7. Testing Figure:3LAYOUT DESIGNING:- First of all we have prepared the layout designing on graph paper according to the schematic diagram. To layout diagram shown in the tracks on PCB to join the components as per schematic diagram. Taking the consideration actual size (100%) of each components and pin to pin distance of the components. ART WORK DESIGNING:- Art work is the preparation after the layout Modification. Art work is prepared on clad shed by tracking the circuit. On it with tapes different width, circular pads, IC pads cutter 2. NEGATIVE PREPARETION:- For the preparation of Negative the photographic with feint is to cut to the six of the art work it is then place with film in the vertical photographic camera the developer used in the lithe developer. Which consist of A B developer mixed in same proportion. The film is then fixed through fixer which is the Sodium Thiosulphate solution the film then washed with the water and then dried. At least to clean the liquor thinner to protect the tracks from corrosion and moisture effects. Figure:4 4. ELECLINING:- It is the process in which extra copper is removed from copper clad sheet with heep Ferric Chloride(feels) solution. The copper clad sheet is dipped in the feels for about 3 hours. By this process we got the PCB with wanted tracks. 5. CLEANING:- Now remove the dye with help of thinner, wash it with water and dry it in sun light. 6. COATING OF PROTECTIVE LAYERS:- The PCB is now Coated with non-conducting solution. LAQUAR to prevent the tracks from environment hazards like corrosion and moisture effects. Figure:5 PCB LAYOUT FOR FINGER FIRST INDICATOR Figure:6 7. DRILLING:- Drilling is done to create the components lead holes Drill of 1mm.(Diameter) is used. 8. TESTING:- The copper tracks are tested with the digital multimeter if any track is open short can be repaired before mounting the components on PCB. Now PCB is ready for assembly. COMPONENTS LIST Semiconductors: IC1 -74LS373 IC2 -74LS147 IC3 -74LS30 IC4 -74LS00 IC5 74LS04 IC6 74LS47 IC7 -7805, 5V regulator IC8 NE555 timer T1 -BC547 NPN transistor 7- segment display- DIS.1, FND507 or LT543 Resistors (all1/4-watt, +/-5% carbons): R1-R8 -1kilo-ohm R9 -2.2 kilo-ohm R10 -R11 10-kilo-ohm R12-R18 560 ohm VR1 -2-mega-ohm preset Capacitors: C1 -0.01microF, 35V electrolytic C2 0.1microF, 16V electrolytic C3 0.01microF, ceramic disk Miscellaneous: X1 -230V AC primary to 12V, 500mA Secondary transformer S1-S8 -push-to-on switch S9 push-to-off switch BELL -230V AC electric bell Details of various components used Figure:71.74LS373 Figure:8 2.74LS147 Figure:9 Figure:10 3.74LS30 Figure:11 Internal description of 74LS30 Figure:12 Figure:13 5.74LS04 Figure:14 Figure:15 6.74LS00 Figure:16 Figure:18 Figure:17 Figure:19 Figure:20 7. IC7447 Figure:20 8 .Transformer Figure:21 Laminated steel core Transformers for use at power or audio frequencies typically have cores made of high Permeability (electromagnetism) permeabilitysilicon steel. permeability many times that of free space, and the core thus serves to greatly reduce the magnetizing current, and confine the flux to a path which closely couples the windings. Early transformer developers soon realized that cores constructed from solid iron resulted in prohibitive eddy-current losses, and their designs mitigated this effect with cores consisting of bundles of insulated iron wires. Later designs constructed the core by stacking layers of thin steel laminations, a principle that has remained in use. Each lamination is insulated from its neighbors by a thin non-conducting layer of insulation.indicates a minimum cross-sectional area for the core to avoid saturation. The effect of laminations is to confine eddy currents to highly elliptical paths that enclose little flux, and so reduce their magnitude. Thinner laminations reduce losses, Thin laminations are generally used on high frequency transformers, with some types of very thin steel laminations able to operate up to 10  kHz. One common design of laminated core is made from interleaved stacks of pieces, leading to its name of E-I transformer.Such a design tends to exhibit more losses, but is very economical to manufacture. The cut-core or C-core type is made by winding a steel strip around a rectangular form and then bonding the layers together. It is then cut in two, forming two C shapes, and the core assembled by binding the two C halves together with a steel strap. They have the advantage that the flux is always oriented parallel to the metal grains, reducing reluctance. A steel cores means that it retains a static magnetic field when power is removed. When power is then reapplied, the residual field will cause a high until the effect of the remaining magnetism is reduced, usually after a few cycles of the applied alternating current. Over current protection devices such as must be selected to allow this harmless inrush to pass. On transformers connected to long, overhead power transmission lines, induced currents due to during can cause saturation of the core and operation of transformer protection devices. The transformer converts the 220 V AC into 9 V AC. The Bridge wave rectifier converts the ( V AC into rippled DC. This rippled DC is given as input to the 7805/7809 Voltage regulator IC. A separate power supply is given for the Stepper Motor which has the same power supply setup for converting the 220 V AC into 9V DC. The DC Power Supply circuit is based around the 7805 voltage regulator. It has only 3 connections (input, output and ground) and it provides a fixed output. The last two digits of the part number specify the output voltage, eg. 05, 06, 08, 10, 12, 15, 18, or 24. The 7800 series provides up to 1 amp load current and has on-chip circuitry to shut down the regulator if any attempt is made to operate it outside its safe operating area. (If this happens to you, let the chip cool down attach the heatsink.) It can be seen that there are in fact two separate circuits in this power supply. One 7805 is directly connected as a fixed 5V regulator. The second 7805 has a resistor divider network on the output. A variable 500 ohm potentiometer is used to vary the output voltage from a minimum of 5V up to the maximum DC voltage depending on the input voltage. It will be about 2V below the input DC voltage.) The capacitor across the output improves transient response. The large capacitor across the input is a filter capacitor to help smooth out ripple in the rectified AC voltage. The larger the filter capacitor the lower the ripple IC-7805 One can get a constant high-voltage power supply using inexpensive 3-terminal voltage regulators through some simple techniques described below. Depending upon the current requirement, a reasonable load regulation can be achieved. Line regulation in all cases is equal to that of the voltage regulator used. Though high voltage can be obtained with suitable voltage boost circuitry using ICs like LM 723, some advantages of the circuits presented below are: simplicity, low cost, and practically reasonable regulation characteristics. For currents of the order of 1A or less, only one zener and some resistors and capacitors are needed. For higher currents, one pass transistor such as ECP055 is needed. Before developing the final circuits, let us first understand the 3-terminal type constant voltage regulators. Let us see the schematic in Fig. where 78XX is a 3-terminal voltage regulator. Schematic for obtaining low-voltage regulated output using 3-terminal Figure:22 voltage regulators. Rectified and filtered unregulated voltage is applied at VIN and a constant voltage appears between pins 2 and 2 of the voltage regulator. *The distribution of two currents in the circuit (IBIAS and ILOAD) is as shown. It is highly recommended to use the two capacitors as shown. Electrically regulator will be at a distance from the rectifier supply. Thus, a tantalum grade capacitor of 5mf and rated voltage is good. Electrolytic capacitor is not suitable for it is poor in response to load transients, which have high frequency components.At the output side a 0.22mf disc ceramic capacitor is useful to eliminate spurious oscillations, which the regulator might break into because of its internal high gain circuitry. Figure:23 These voltage regulators have a typical bias current of 5 mA, which is reasonably constant. By inserting a small resistor Rx between pin 2 and ground, the output voltage in many cases. By this method voltage increment of 5 to 10 per cent is practically feasible. However, if a high-value resistance is used to obtain a higher output voltage, a slight variation in bias current will result in wide variation of the output voltage. 8. BC547 Transistor In electronics, a transistor is a semiconductor device commonly used to amplify or switch electronic signals. A transistor is made of a solid piece of a semiconductor material, with at least three terminals for connection to an external circuit. A voltage or current applied to one pair of the transistors terminals changes the current flowing through another pair of terminals. Because the controlled (output) power can be much larger than the controlling (input) power, the transistor provides amplification of a signal. The transistor is the fundamental building block of modern electronic devices, and is used in radio, telephone, computer and other electronic systems. Some transistors are packaged individually but most are found in integrated circuits. Figure:24 Features à ¢Ã¢â€š ¬Ã‚ ¢ NPN Silicon Epitaxial Planar Transistors à ¢Ã¢â€š ¬Ã‚ ¢ These transistors are subdivided into three groups A, B, and C according to their current gain. The type BC546 is available in groups A and B,n however, the types BC547 and BC548 can be supplied in all three groups. As complementary types the PNP transistors BC556BC558 are recommended. à ¢Ã¢â€š ¬Ã‚ ¢ On special request, these transistors are also manufactured in the pin configuration TO-18. Mechanical Data Case: TO-92 Plastic Package Weight: approx. 0.18g Packaging Codes/Options: E6/Bulk 5K per container, 20K/box E7/4K per Ammo mag., 20K/box Figure:25 9.Ceramic capacitor: These are the disk-type ceramic capacitors. Because the high frequency characteristic is good, these are used as the coupling capacitors (It cuts the direct current but it lets through the alternating current. Figure:26 10.Electrolytic Capacitor: This capacitor is used as the ripple filter capacitor of the power circuit. There is polarity. So, be careful so as not to make a mistake when mounting it. Figure:27 Electrolyte Capacitor Figure:28 Metallised Polyester Film Capacitors With tolerance of 10%. Operating temperature -40oC to +85oC. Compact Size Non Inductive Design 11.RESISTANCE Resistance is the opposition of a material to the current. It is measured in Ohms ( -). All conductors represent a certain amount of resistance, since no conductor is 100% efficient. To control the electron flow (current) in a predictable manner, we use resistors. Electronic circuits use calibrated lumped resistance to control the flow of current. Broadly speaking, resistor can be divided into two groups viz. fixed adjustable (variable) resistors. In fixed resistors, the value is fixed cannot be varied. In variable resistors, the resistance value can be varied by an adjusteknob. It can be divided into (a) Carbon composition (b) Wire wound (c) Special type. The most common type of resistors used in our projects is carbon type. The resistance value is normally indicated by colour bands. Each resistance has four colours, one of the band on either side will be gold or silver, this is called fourth band and indicates the tolerance, others three band will give the value of resistance (see table). For example if a resistor has the following marking on it say red, violet, gold. Comparing these coloured rings with the colour code, its value is 27000 ohms or 27 kilo ohms and its tolerance is  ±5%. Resistor comes in various sizes (Power rating). The bigger, the size, the more power rating of 1/4 watts. The four colour rings on its body tells us the value of resistor value as given below. COLOURS CODE Black 0 Brown 1 Red 2 Orange 3 Yellow 4 Green 5 Blue 6 Violet 7 Grey 8 White 9 Figure:29 The first rings give the first digit. The second ring gives the second digit. The third ring indicates the number of zeroes to be placed after the digits. The fourth ring gives tolerance (gold  ±5%, silver  ± 10%, No colour  ± 20%). In variable resistors, we have the dial type of resistance boxes. There is a knob with a metal pointer. This presses over brass pieces placed along a circle with some space b/w each of them. Resistance coils of different values are connected b/w the gaps. When the knob is rotated, the pointer also moves over the brass pieces. If a gap is skipped over, its resistance is included in the circuit. If two gaps are skipped over, the resistances of both together are included in the circuit and so on. 12.The 555 TIMER Description The LM555/NE555/SA555 is a highly stable controller capable of producing accurate timing pulses. With a monostable operation, the time delay is controlled by one external resistor and one capacitor. With an astable operation, the frequency and duty cycle are accurately controlled by two external resistors and one capacitor. Figure:30 Features à ¢Ã¢â€š ¬Ã‚ ¢ High Current Drive Capability (200mA) à ¢Ã¢â€š ¬Ã‚ ¢ Adjustable Duty Cycle à ¢Ã¢â€š ¬Ã‚ ¢ Temperature Stability of 0.005%/ ½Ã‚ °C à ¢Ã¢â€š ¬Ã‚ ¢ Timing FromÃŽÂ ¼Sec to Hours à ¢Ã¢â€š ¬Ã‚ ¢ Turn off Time Less Than 2ÃŽÂ ¼Sec Applications à ¢Ã¢â€š ¬Ã‚ ¢ Precision Timing à ¢Ã¢â€š ¬Ã‚ ¢ Pulse Generation à ¢Ã¢â€š ¬Ã‚ ¢ Time Delay Generation à ¢Ã¢â€š ¬Ã‚ ¢ Sequential Timing Pin Description of 555 Timer Figure:31 Power supply: Pin 8 is used to connect the positive power supply (Vs) to the 555. This can be any voltage between 3V and 15V DC, but is commonly 5V DC when working with digital ICs. Pin 1 is the 0V connection to the power supply. Trigger and Reset Inputs: Pin 2 is called the trigger input as it is this input that sets the output to the high state. Pin 4 is called the reset input as it is this input that resets the o/p to the low state. Both pins may be connected to push buttons to control the operation of the 555.Sometimes the reset input is not used in a circuit, in which case it is connected directly to Vs to that unwanted resetting cant occur. Threshold and discharge: Pins 6 and7 (and sometimes the Trigger i/p, pin2) are used to set up the timing aspect of the 555 IC. They are normally connected to a combination of resistors and a capacitor. Offset: Pin 5 can be used to alter the timing aspect of the 555 IC in applications such as frequency modulation. Output: Pin 3 is the digital output of the 555.It can be connected directly to the inputs of other digitaICs, or it can control other devices Figure:32 When the low signal input is applied to the reset terminal, the timer output remains low regardless of the threshold voltage or the trigger voltage. Only when the high signal is applied to the reset terminal, the timers output changes according to threshold voltage and trigger voltage. When the threshold voltage exceeds 2/3 of the supply voltage while the timer output is high, the timers internal discharge Tr. turns on, lowering the threshold voltage to below 1/3 of the supply voltage. During this time, the timer output is maintained low. Later, if a low signal is applied to the trigger voltage so that it becomes 1/3 of the supply voltage, the timers internal discharge Tr. turns off, increasing the threshold voltage and driving the timer output again at high. Fig 33 :Monostable Operation Figure:34 Figure 34. illustrates a monostable circuit. In this mode, the timer generates a fixed pulse whenever the trigger voltage falls below Vcc/3. When the trigger pulse voltage applied to the #2 pin falls below Vcc/3 while the timer output is low, the timers internal flip-flop turns the discharging Tr. off and causes the timer output to become high by charging the external capacitor C1 and setting the flip-flop output at the same time. The voltage across the external capacitor C1, VC1 increases exponentially with the time constant t=RA*C and reaches 2Vcc/3 at td=1.1RA*C. Hence, capacitor C1 is charged through resistor RA. The greater the time constant RAC, the longer it takes for the VC1 to reach 2Vcc/3. In other words, the time constant RAC controls the output pulse width. When the applied voltage to the capacitor C1 reaches 2Vcc/3, the comparator on the trigger terminal resets the flip-flop, turning the discharging Tr. on. At this time, C1 begins to discharge and the timer output conver ts to low. In this way, the timer operating in the monostablerepeats the above process. Figure 10 shows the general waveforms during the monostable operation. It must be noted that, for a normal operation, the trigger pulse voltage needs to maintain a minimum of Vcc/3 before the timer output turns low. That is, although the output remains unaffected even if a different trigger pulse is applied while the output is high, it may be affected and the waveform does not operate properly if the trigger pulse voltage at the end of the output pulse remains at below Vcc/3 Fig 35 :Astable operation An astable timer operation is achieved by adding resistor RB to Figure 1 and configuring as shown on Figure 5. In the astable operation, the trigger terminal and the threshold terminal are connected so that a self-trigger is formed, operating as a multi vibrator. When the timer output is high, its internal discharging Tr. turns off and the VC1 increases by exponential function with the time constant (RA+RB)*C. When the VC1, or the threshold voltage, reaches 2Vcc/3, the comparator output on the trigger terminal becomes high, resetting the F/F and causing the timer output to become low. This in turn turns on the discharging Tr. and the C1 discharges through the discharging channel formed by RB and the discharging Tr. When the VC1 falls below Vcc/3, the comparator output on the trigger terminal becomes high and the timer output becomes high again. The discharging Tr. turns off and the VC1 rises again. In the above process, the section where the timer output is high is the time it takes for the VC1 to rise from Vcc/3 to 2Vcc/3, and the section where the timer output is low is the time it takes for the VC1 to drop from 2Vcc/3 to Vcc/3. When timer output is high, the equivalent circuit for charging capacitor C1 is as follows Fig 36 :Astable operation Waveform 12.Diode The simplest semiconductor device is made up of a sandwich of P-type semiconducting material, with contacts provided to connect the p-and n-type layers to an external circuit. This is a junction Diode. If the positive terminal of the battery is connected to the p-type material (cathode) and the negative terminal to the N-type material (Anode), a large current will flow. This is called forward current or forward biased. If the connections are reversed, a very little current will flow. This is because under this condition, the p-type material will accept the electrons from the negative terminal of the battery and the N-type material will give up its free electrons to the battery, resulting in the state of electrical equilibrium since the N-type material has no more electrons. Thus there will be a small current to flow and the diode is called Reverse biased. Thus the Diode allows direct current to pass only in one direction while blocking it in the other direction. Power diodes are used in concerting AC into DC. In this, current will flow freely during the first half cycle (forward biased) and practically not at all during the other half cycle (reverse biased). This makes the diode an effective rectifier, which convert ac into pulsating dc. Signal diodes are used in radio circuits for detection. Zener diodes are used in the circuit to control the voltage. Figure:37 Some common diodes are:- 1. Zener diode. 2. Photo diode. 3. Light Emitting diode. ZENER DIODE:- A zener diode is specially designed junction diode, which can operate continuously without being damaged in the region of reverse break down voltage. One of the most important applications of zener diode is the design of constant voltage power supply. The zener diode is joined in reverse bias to d.c. through a resistance R of suitable value. PHOTO DIODE:- A photo diode is a junction diode made from photo- sensitive semiconductor or material. In such a diode, there is a provision to allow the light of suitable frequency to fall on the p-n junction. It is reverse biased, but the voltage applied is less than the break down voltage. As the intensity of incident light is increased, current goes on increasing till it becomes maximum. The maximum current is called saturation current. LIGHT EMITTING DIODE (LED):- When a junction diode is forward biased, energy is released at the junction diode is forward biased, energy is released at the junction due to recombination of electrons and holes. In case of silicon and germanium diodes, the energy released is in infrared region. In the junction diode made of gallium arsenate or indium phosphide, the energy is released in visible region. Such a junction diode is called a light emitting diode or LED. LIST OF INSRUMENTS TOOLS TOOLS: Soldering Iron Tweezers Screw Driver Cutter De Soldering Pump INSTRUMENTS: Digital Multimeter OTHER MATERIALS: Solder Flux De Soldering Wick Soldering Iron Stand Image of project Figure:38 Applications: 1.Electronic Jam Is Commonly Used In Quiz Contests Figure:39 2.Finger First Is The Basic Principle 3.It Adds Beauty To Active Quiz Shows Contains Many Buzzer Rounds 4.Inputs Can Be Handle At A Time Figure:40 5.Uses Seven Segment Display Instead of LED/bulb For Visual Interface 6.This Electronic Jam Is Built With The View Of Making The Game Show Priority Less Advantages: Handy device Low power consumption More accurate Easy to use Visual interface adds its advantage Disadvantages: Input is limited to eight. Future scope: Instead of Seven Segment display LCD screens can be implemented Priority list of all inputs can be imparted in Output Conclusion: Project Aims the Implemenatation of Electonic Jam for making Quiz shows priority Less Seven Segment display included for more User nterface Cost of Project: S.No. Component Quantity Cost 1. IC74373 1 60 2. IC 555 1 30 3. IC 7430 1 60 4. IC 7447 1 35 5. IC 74147 1 65 6. IC7400 1 24 7. IC7404 1 20 8. Transistor 1 3 9. Diode 2 4 10. 7 segment display 1 20 11. Transformer 1 40 12. Ceramic Capacitor 2 4 13. Electrolytic Capacitors 1 5 14. Resistor 18 40 15. PCB designing 600 16. Misc(Solder wire, connecting wire, Connectors etc) 200 Total 1210