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By Richard D. Harroch, David A. Lipkin, and Richard V. Smith
Effectively negotiating merger and acquisition agreements for a privately held technology company involves addressing and resolving a number of key business, legal, tax, intellectual property, employment, and liability issues. Such agreements are often heavily negotiated, and a poorly negotiated transaction can result in significant risks to the selling company and its shareholders, including with respect to the certainty of closing the deal and potential post-closing indemnification liabilities to the buyer.
This article discusses a number of the hotly contested key issues in acquisitions of privately held technology companies. The ability to achieve success in any negotiation depends on a number of factors: the leverage a party has in the negotiation, the price and other key terms the parties may have already agreed upon at the letter of intent stage, the risks a party is willing to take with respect to closing conditions and post-closing liability exposure, whether there is competition among bidders for the target company, the quality of the lawyers involved, and the skill of the negotiating team.
The price and type of consideration are issues that will need to be addressed early in the process, preferably in the letter of intent, and these go beyond agreeing on the "headline" price. Here are some of these issues:
In many acquisitions of privately held technology companies, an escrow or holdback of a portion of the purchase price is negotiated to protect the buyer from losses due to breaches of the seller's representations and warranties or covenants or specified contingencies (such as a shareholder's exercise of dissenters' rights). Sometimes there is a second escrow or holdback to help protect the buyer in the event of a post-closing price reduction based on a working capital adjustment provision. In certain transactions there may also be a special escrow/holdback to protect the buyer from specific matters, such as pending or threatened litigation. It is rare that a company can be sold on an "as is" basis without post-closing indemnities, in which case there would be no escrow/holdback. Here are some of the key issues associated with escrow/holdbacks:
The representations and warranties of the seller can be all-encompassing, covering all elements of a seller and the business operations of the seller, including financial statements, corporate authorization, liabilities, contracts, title to assets, employee matters, compliance with law, and much more. For the sale of a privately held technology company, the representations and warranties relating to its intellectual property will also be particularly important.
For the buyer, representations of the seller as to its financial statements are critical. The buyer will expect that the acquisition agreement will include, at minimum, the following representations and warranties related to the seller's financial statements:
The seller's M&A attorney will attempt to limit the scope of these representations and warranties by the time period covered (such as only for the current year (or portion thereof) and the past one or two years), and by specific exceptions that may be set forth in the Disclosure Schedule. The representations regarding unaudited financial statements are typically qualified to the effect that footnotes required by GAAP have not been included in the unaudited financial statements, and that there may be immaterial changes resulting from normal year‑end adjustments in a manner consistent with past practice.
Buyers that are public companies can be expected to insist that the seller prepare audited financials for certain time periods, which will satisfy these buyers' SEC reporting duties. The seller needs to appreciate the risks associated with this demand, especially if the seller has not previously prepared audited financial statements (a common situation for many technology startups and emerging growth companies).
The seller's representations and warranties as to its intellectual property ("IP") are among the most significant representations and warranties in the acquisition agreement. The buyer wants comfort that the seller is the sole and exclusive owner of each item of IP purported to be owned by it, and that such IP is not subject to any encumbrances or limitations that unduly restrict the seller's ability to exploit such IP (or that reduce the value of that IP in the hands of the buyer), or give third parties rights to such IP (currently or as a result of the M&A transaction) that are inappropriate or materially detract from its value. The buyer will also want to know that the seller has the appropriate right, through a license (exclusive or otherwise) or other contractual arrangement, to use any IP owned by third parties that is material to the seller's business. Finally, the buyer will want to know if the seller is subject to any pending or threatened legal proceedings challenging its IP or exposing the seller to significant damages or loss of its IP, including in particular patent infringement claims or litigation, as discussed in more detail below.
However, the seller will seek to narrow its IP representations in important respects. For example, the seller will seek to "knowledge qualify" representations related to its ownership of its IP and whether or not its activities infringe upon the IP of third parties. The seller will want to ensure that it is not required to make any representations and warranties as to its ownership of IP that speak to the period following the closing, when there may be factors beyond its control (including prior agreements entered into by the buyer) that give rights to third parties or otherwise limit the right of the seller or the buyer to exploit the IP.
The following are several examples of matters that may encumber or limit the buyer's ability to exploit its owned IP following the closing of an acquisition:
See also 13 Key Intellectual Property Issues in Mergers and Acquisitions
The buyer typically wants the seller to represent and warrant that:
The scope and limitations of these representations and warranties are often heavily negotiated. The buyer is concerned about the risk of large unknown infringement claims that third parties may bring against the seller or the buyer after the signing or the closing. When an M&A transaction is publicly announced at signing (and there is a deferred closing that may be weeks or months later), it is not uncommon that third parties that are unhappy with the seller from an IP perspective may bring claims or lawsuits during this interim period to try to maximize their leverage (believing that the seller may fear that the buyer will "walk away" from the deal if the claim or litigation is not settled).
The seller often negotiates to limit the scope of the non-infringement representations and warranties by:
Here is an example of a pro-seller form of representation and warranty regarding IP non-infringement:
Intellectual Property. To the Company's knowledge, as of the date hereof, the Company owns or possesses sufficient legal rights to all Intellectual Property (as defined below) that is necessary to the conduct of the Company's business (the "Company Intellectual Property") without any known violation or known infringement of the rights of others. To the Company's knowledge, as of the date hereof, no product or service marketed or sold by the Company violates any license or infringes any rights to any patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, licenses, domain names, mask works, information and proprietary rights and processes (collectively, "Intellectual Property") of any other person. Since [date], the Company has not received any written communications alleging that the Company has violated or, by conducting its business, would violate any of the Intellectual Property rights of any other person.
The scope of the seller's exposure for breaches of representations and warranties relating to IP infringement can also be limited by including protective language in the indemnification provisions of the acquisition agreement, including thresholds/deductibles, right to control the defense and settlement of third-party claims, and the limitation for recovery of IP infringement claims to the portion of the purchase price placed in escrow or some lesser amount (see item 14 below).
Often, a buyer may seek to lengthen the period post-closing in which it may bring claims relating to breaches of these IP representations and warranties (beyond the "survival" period applicable to other representations and warranties), and may seek to negotiate a remedy for breach of the IP representations and warranties that goes beyond the standard escrow/holdback that applies to other indemnifiable matters. The buyer may take the position in the acquisition of a technology company that "substantially all it is buying is the IP," and thus that it is entitled to these broader protections. Conversely, the seller will want the IP representations and warranties to be treated just like the others in the acquisition agreement.
Buyers in acquisitions of technology companies typically ask for a broad representation and warranty that the seller has no liability, indebtedness, obligations, expense, claim, deficiency, or guaranty, whether or not accrued, absolute, contingent, matured, unmatured, known, or unknown, except as specifically disclosed to the buyer. The seller's counsel will argue that the following should be excluded from this liability representation and warranty:
The representations and warranties section of the acquisition agreement will include a key section regarding the seller's contracts, and particularly the "material" contracts of the seller as defined in the agreement. Generally, these contracts will have been made available to the buyer and its counsel in an online "data room" prior to signing the acquisition agreement, but notwithstanding that, the buyer will still generally insist that this section of the agreement be comprehensive and protective of the buyer. See 20 Key Due Diligence Activities in an M&A Transaction. This section will typically require a listing or description in the Disclosure Schedule of all material contracts of the seller, which often include the following:
The failure to list the required contracts in the Disclosure Schedule could entitle the buyer to walk away from the deal before closing, and lead to potential post-closing liability for the seller's shareholders.
The acquisition agreement will typically include the following representations and warranties of the buyer, among others:
If the buyer will be issuing shares of its own stock (which may be the case where the buyer is a strategic acquirer) or raising financing to complete the transaction (which may be the case where the buyer is a private equity buyer), the buyer will typically be required to make additional detailed representations concerning such stock or financing and, depending on the amount of stock and the percentage of the transaction consideration that it represents, many of the other topics that are covered in the seller's representations to the buyer. If a transaction is a "merger of equals" transaction (a combination of two comparably sized technology companies), then the representations and warranties may in fact be almost identical in both directions.
The acquisition agreement for a privately held technology company will also include a series of covenants applicable between signing and closing, except in the rare case where a transaction can be closed immediately after signing. Some of these are affirmative in nature (the seller is required to take the identified actions), but most of them are negative in nature (prohibitions on taking certain actions, even if they would normally have been in the ordinary course of the seller's business). The seller will want these negative covenants to be limited and reasonable, with an ability to deviate from any prohibitions with the consent from the buyer if flexibility is needed, such consent not to be unreasonably withheld, delayed, or conditioned. The following are among the most typical pre-closing covenants:
In turn, the acquisition agreement will also include a section setting forth the buyer's covenants, a number of which may parallel those of the seller, particularly in deals with a significant stock consideration component. Unlike the seller's covenants, which cover only the pre-closing period, the buyer's covenants will often cover both that period and the period following the closing. Typical buyer covenants include the following:
M&A transactions, particularly in the case of technology companies where the use of stock options to incentivize employees is more common than in the case of other private companies, will typically involve a number of important employee and benefits issues that will need to be addressed in the acquisition agreement. The employee questions that frequently arise in M&A transactions are the following:
If there will be a delay between signing and closing, the acquisition agreement will need to set forth the conditions to closing, both with respect to the buyer and the seller. Some of these conditions are parallel (such as the need for antitrust or regulatory approval), but most of them are unique to one party or the other. The most common closing conditions that run in favor of the buyer include the following:
The buyer may also insist on the following closing conditions, among others:
A buyer will demand that the seller (or in the case of a transaction structured as a merger or stock sale, its shareholders) indemnify the buyer post-closing for breaches of representations, warranties, and covenants as well as certain other matters. Negotiating the terms, conditions, and limitations of these indemnification provisions is one of the most important negotiations in an M&A deal, since an indemnification payout by the seller or its shareholders can significantly reduce the net return from the original sale proceeds.
These provisions are among the most important to address, if possible, at the term sheet or letter of intent stage. It is rare that a seller's leverage on these issues increases over time, particularly as the buyer conducts due diligence and may identify issues that it is actually (or purports to be) concerned about.
The most important indemnification points are as follows:
The primary purpose of many of the representations, warranties, covenants, and closing conditions in an acquisition agreement is to address the issue of which party should be allocated the risk if a problem arises.
For example, qualifiers such as "knowledge," "materiality," "material adverse effect," and "material adverse change" are used to shift the allocation of risk to the buyer. The buyer can only recover if it proves that the seller knew of the problem, or if the scope of the problem exceeds the agreed materiality standard.
Beyond these general risk-allocation techniques, there are a variety of special risk-allocation scenarios that often present themselves in the negotiation of an acquisition agreement, such as:
One of the most significant claims that an unhappy buyer can make against a seller is that the seller (or its representatives) committed fraud. Beyond alleging that the representations and warranties in the acquisition agreement were made fraudulently, an aggrieved buyer may allege that information provided to it in due diligence sessions with management or documents made available in a data room were false or misleading. Unfortunately, if buyer's remorse sets in, it's all too easy for a buyer's lawyer to launch a lawsuit which includes an allegation of fraud, no matter how clean a seller's business might have been, no matter how responsive the seller's management has been to information requests, and no matter how meritless the claim really is. Although fraud is exceedingly difficult to prove, it is extremely easy to allege.
Recognizing that post-closing lawsuits are brought from time to time by unhappy buyers (as opposed to buyers truly harmed by seller misconduct), sellers sometimes frequently negotiate for some important precautions (which mitigate the risk of fraud claims) that have been sanctioned by the courts:
Here is an example of a disclaimer that the Delaware court in Abry Partners V, L.P. v. F&W Acquisition LLC deemed enforceable:
Acquirer acknowledges and agrees that neither the Company nor the Selling Shareholder has made any representation or warranty, expressed or implied, as to the Company or any Company Subsidiary or as to the accuracy or completeness of any information regarding the Company or any Company Subsidiary furnished or made available to Acquirer and its representatives, except as expressly set forth in this Agreement … and neither the Company nor the Selling Shareholder shall have or be subject to any liability to Acquirer or any other Person resulting from the distribution to Acquirer, or Acquirer's use or reliance on, any such information or any information, documents, or material made available to Acquirer in any "data rooms," "virtual data rooms," management presentations, or in any other form in expectation of or in connection with, the transactions contemplated hereby.
Further, sellers are well advised to define exactly what is meant by the term "fraud." Without limiting the scope of this term, a seller might have exposure beyond customary notions of "actual fraud" (such as liability for reckless statements, "constructive" or "implied" fraud, or even statements not relied upon by the buyer). In this regard, a seller should consider defining "fraud" consistent with typical state law definitions, such as the following:
'Fraud' means actual fraud under [Delaware] law (including the requisite elements of (A) false representation, (B) knowledge or belief that the representation was false when made (i.e., scienter), (C) intention to induce the claimant to act or refrain from acting, (D) the claimant's action or inaction was taken in justifiable reliance upon the representation and (E) the claimant was damaged by such reliance and as established by the standard of proof applicable to such actual fraud).
With clauses of this kind in the acquisition agreement, the seller will reduce the chances that a buyer having second thoughts about the business that it has acquired will prevail in alleging that it was fraudulently induced to acquire the seller, or fraudulently induced to pay a greater price than it would otherwise have paid.
The termination provisions of the acquisition agreement set forth the circumstances when a party can terminate the acquisition agreement prior to a pre-agreed date (the "drop dead date") where either party (if it is not in breach of the agreement) can typically walk free of the transaction if it has not been consummated by such date. (Of course, the parties can always mutually terminate the agreement if they so choose.) These termination rights include the following:
The acquisition agreement should set forth how and where resolution of disputes will happen. Although the majority of acquisition agreements default to the court system, many buyers and sellers, particularly those who have been through prior dispute processes, often prefer to resort to an exclusive confidential binding arbitration provision, such as under the JAMS commercial arbitration rules in existence at the commencement of the arbitration, before one arbitrator chosen by JAMS. In deals involving international parties, international arbitration firms (such as the International Chamber of Commerce) should be considered for this purpose.
Such an arbitration provision allows for faster and more cost-effective resolution of disputes than litigation. Litigation can be extremely costly and last for many years during any appeal process. In certain cases parties may prefer litigation because it theoretically permits broader "discovery" of the opposing party's documents and other evidence, but in most cases involving disputes over M&A transactions the discovery permitted under the arbitration rules is sufficiently broad to address these types of concerns.
Among the issues to be considered with respect to an arbitration provision are the number of arbitrators, the location of the arbitration, the scope of discovery, the time period for issuance of a decision, and how the respective parties will bear the fees and expenses of the arbitration. A common allocation of responsibility is a provision that states that each party will pay its own legal fees and costs, and 50% of the arbitrator's fees.
See also these related articles:
Richard D. Harroch is a Managing Director and Global Head of M&A at VantagePoint Capital Partners, a large venture capital fund in the San Francisco area. His focus is on Internet, digital media, and software companies, and he was the founder of several Internet companies. His articles have appeared online in Forbes, Fortune, MSN, Yahoo, FoxBusiness, and AllBusiness.com. Richard is the author of several books on startups and entrepreneurship as well as the co-author of Poker for Dummies and a Wall Street Journal-bestselling book on small business. He was also a corporate and M&A partner at the law firm of Orrick, Herrington & Sutcliffe, with experience in startups, mergers and acquisitions, and venture capital. He has been involved in over 200 M&A transactions and has written a dozen articles for Forbes on M&A.
David A. Lipkin is an M&A partner at the law firm of McDermott, Will and Emery in Silicon Valley. He has represented public and private buyers, target companies, founders, investment bankers, and others in large, complex, and sophisticated M&A transactions, including SoftBank's $21.6 billion acquisition of a controlling interest in Sprint, and Broadcom's $37 billion acquisition by Avago. Mr. Lipkin has been a leading M&A practitioner in Silicon Valley since 1999, prior to that having served as Associate General Counsel and Chief Information Officer of a subsidiary of Xerox, and practiced general corporate law in San Francisco. He is a member of the Board of Directors of the Law Center to Prevent Gun Violence, and has served on additional educational and charitable boards. He has been involved in over 200 M&A transactions.
Richard Vernon Smith is a partner in the Silicon Valley and San Francisco offices of Orrick, Herrington & Sutcliffe, and a member of its Global Mergers & Acquisitions and Private Equity Group. He has over 34 years of experience in the areas of mergers and acquisitions, securities law, and corporate law. Richard has advised on more than 400 M&A transactions and has represented clients in all aspects of mergers and acquisitions transactions involving public and private companies, including negotiated mergers, exits of venture-backed companies, auction bid processes, cross-border transactions, distressed asset sales, leveraged buyouts, tender offers and exchange offers, going private transactions, mergers of equals transactions, hostile takeovers, proxy contests, takeover and activist defense, purchases and sales of divisions and subsidiaries and joint ventures.


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Why content delivery is the next big battlePosted: August 6, 2012 Filed under: New TV Channel, Olympics, TV | Tags: olympics, rights management, TV Leave a comment
The Olympics has been both fabulous and frustrating. It's been a great games with some fascinating stories of triumph and heartbreak but NBC has once gain contrived to make it near impossible for you to watch the games real time. Sure you can watch a lot online but not everything. It's also frustrating to know that there are other content providers such as the BBC who have the content you want but to find you simply can't access it because of rights issues. Put another way, the content you want has been created but the ability to access it on demand doesn't exist. Yesterday's mens 100m final was a great example. This event wasn't shown live, instead you had to wait until almost midnight to watch the tape delayed version. CRAZY!!!! Of course the Olympics are a rare event and the prices paid by people like NBC require them to find ways of getting their money back BUT their approach is the same as many other content owners – force people to either watch it when we want them to or access it later via tape delay or some on demand service. There appears to be no other option. You can't even click a button that says: 'watch live for $5'. All this got me thinking about how much other content is out there that people would like to access but they don't because it's just too hard to get. In these Google and youtube infused days it seems crazy to be struggling to access content but we do. Some of the problem is that searching is still too dependent on our ability to describe what we are looking for and the other part is there aren't always systems that allow us to see the content when we find it. Madness. What we need is the technology to find the right content AND the technology to allow you to access it. Here in California I have access to a mass of TV content that I don't consume and don't even want to consume. I'd gladly substitute 99% of the unwanted content for another few percent of content I do want. This all reminds me a paper Theodore Levitt wrote where he mentioned that people don't want to buy fuel for their cars, they simply want to be able to drive somewhere. In other words they would never care if they saw the fuel. Likewise I don't care what content I am given access to, I simply want the content I want. Of the hundreds of channels on my TV I could have three or four and be perfectly happy if those channels had just the stuff I want. In other words I want someone to do to the TV what Spotify has done to music. Now Netflix is trying to get there but even that has a long way to go.
I should be clear though, my argument is not just about TV content it's about all manner of content that currently exists on the web that is either hard to find or restricted in terms of who can access it. Hence my belief that we are now in an era where the content creators have done a great job of generating material but those responsible for enabling us to access it have a LONG way to go. But when we get there we are going to experience events in a very different and even more exciting way. Until then, I'll just have to put up with Bob Costas and NBC for a bit longer.
Why are only Super Bowl ads funny? Why are companies so serious online?Posted: February 7, 2012 Filed under: Uncategorized | Tags: advertising, digital marketing, funny, Super Bowl, TV 1 Comment
If you Google the best Super Bowl ads, the one thing that all the lists of ads have in common is that majority of so called 'top ads' are designed to make us laugh. I've been involved in marketing for several decades and at no point have I come across research that says if you make people laugh they will then go out an buy your product. Which then begs the question do the agencies create funny ads because these ads work, because they enjoy making funny ads, or because such ads win awards? I suspect the answer is 'all of the above'.
The fact that the most expensive ads of the year are also the most amusing does make me wonder if marketers are missing an opportunity for the other 364 days of the year (actually 365 this year). Why isn't humor used routinely? Why instead do most ads try and stimulate some other emotion such as fear (ING – what's your number, All State's Mayhem ads)? Watch the Acura ad from this year's Super Bowl that featured Jerry Seinfeld and the car barely gets a look in. This may be because you can't yet buy the car, or because they paid so much to get Seinfeld that they want their money's worth. Whatever the reason, the humor makes you remember the ad. This is more likely the reason. Again though, why don't more ads make you smile?
I don't watch much live TV. Indeed the Super Bowl is one of the few times I watch a live broadcast and even then, I'm hardly gripped. I am British after all. I know the 'live' piece is a major reason why the ads are so highly priced. You have a massive audience that is watching live, rather than recording it to watch it later. This means that few people are doing what I do normally – fast-forwarding through the ads. But would we fast-forward through ads if they were a part of the entertainment in the same way Super Bowl ads have become? I suspect many would not.
Back in the late 1980s I recall going to movie theaters at least 10 minutes before the start time so I could watch the adverts from people like Levi's. This was a golden era for advertising. Adverts were made by the likes of Ridley Scott and they were visually stunning and generally entertaining. They were in short a part of the event, not an annoyance you sought a way around.
As marketers look to embrace digital channels I wonder if there is a lesson in here. Should we be ensuring that we make the marketing channels as engaging as the content the customer is really looking for when they go online? You bet. This is of course why so many brands are trying to crack social marketing. Again though, I do wonder if brands are missing a trick. So many brands that have engaged through channels such as Facebook and Twitter do so in a relatively serious way. I'd urge these brands to think again and look at those funny TV ads. After all, we like to remember the good times. So if brands want to be 'Liked' perhaps they need to focus more on making us smile 🙂
Why Facebook needs to take a breakPosted: June 16, 2010 Filed under: blogs, Facebook, NBC, TV, Twitter | Tags: Facebook, Happy Days, summer, TV, Twitter 2 Comments
TV shows like 30 Rock, The Office, Modern Family etc have all come to an end for the summer and will kick off again in September. The break is a well established system for sitcoms and drama series. It gives the actors a chance to have a break and the writers a chance to create new material during the months where viewers spend less time in front of their TVs and more time outdoors. For those still glued to their screeens there's plenty of reruns to keep them happy. At least that's the theory. But with more and more people spending time online versus sitting in front of their TVs and with more people using their smartphones as a means of accessing the internet, there is a real danger that during this summer hiatus, viewers will find more reasons to avoid their TVs and unlike migratory birds, not return. After all, Facebook and Twitter don't show rerun updates and tweets over the summer. Can you imagine of they did?
For this reason I wonder whether the networks need to rethink the summer hiatus. I can see it being tough to change and it brings with it a fresh set of challenges. One of the benefits of having short seasons and breaks is that low quality content and production values get the boot. We've all noticed when a show runs out of ideas – Happy Days, invented the expression 'Jumping the shark' which means a show has taken things too far and lost the plot, when it had the Fonzie, literally jump a shark on water skis. We can also tell when actors tire of a role. So perhaps there is a role for the break. Perhaps the formula is what needs a rethink. Instead of putting all the best shows in the Spring and Fall, they could experiment by putting some of the stronger shows during the summer to keep the eyeballs on the TV and off their computer screens. After all, I'll say it again, can you imagine if Facebook and Twitter took a summer break? Bring on the re-retweet. Not.

subset: commoncrawl


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make a present of (something)(redirected from make a present of)
make a present of (something)
1. Literally, to give something to someone as a gift. I'm planning to make a present of this scarf I'm knitting. Maybe I'll give it to my grandmother.
2. By extension, to be so careless with one's property or possessions that they are easily stolen or exploited. A majority of online consumers keep making presents of their personal information by using the same easy-to-guess password for all of their accounts. Police are reminding homeowners that they can avoid making a present of their belongings while on vacation by locking the doors and windows and putting at least one light on a timer.


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After 3 years of hiatus, actor Lee Jun Ki recently made his small screen comeback through 'Arang and the Magistrate'. In his interview, he first thanked Shin Min Ah for giving him confidence to act in a comedy, revealed his thoughts on ending filming, and also the various stress he had regarding his comeback.
"I was quite worried to be honest. I had a great amount of stress as it was my comeback drama, but thankfully everyone seemed to like it, so I felt really happy. But I don't feel like I'm in the stage of an actor as yet. I didn't prepare much as I had just been discharged from the army. It feels like I was dragged to the judging panel. The discipline in the army was rigid and firm, and you had follow orders from the top. I was worried that my 2 years would diminish my aura as an actor. I was also afraid that I would be like a robot or puppet filming the drama, at least that's what I thought prior to filming."
Despite carrying a lot of burden on his shoulders, his stress level leveled out as the drama begun airing on television. In addition, he had sought to interact as much as possible at the filming site with the director, cast members, and production staff. He said, "I had a lot of stress, so I had hoped that it was like filming at my home base. So I first approached them and poured out my feelings. It did help to lessen my stress levels, and we even drank to improve our chemistry."
Lee Jun Ki also took special training in fighting for the drama, and worked really hard throughout the filming with the staff members. Although each scene left a deep impression on him and was enjoyable to him, the reaction from viewers weren't as explosive as anticipated. The average rating for the drama was only 12.8%, and failed to garner sufficient popularity among viewers despite the presence of Lee Jun Ki, Shin Min Ah, and the heavy promotional tactics by MBC TV as their top drama for the latter half of 2012.
"It's true that there was some regrets about the drama. If I said no, that would be disregarding reality. The image setting of Eun Oh as a bad-tempered magistrate didn't have much spark. My role in 'Iljimae' previously was like this too, acting like a street punk and it was really interesting for me as an actor, as I could approach acting it from different angles. But the director told me to not destroy the image, I felt that no matter how much of a punk Eun Oh is, he would have his own character, so I begun to slowly correct the tone and actions of Eun Oh in the latter episodes. I don't like to execute things without saying it out first, so I would interact with people beforehand."
With 'Arang' failed to break the 15% mark, Shin Min Ah need not realize her agreement to dance to 'Single Ladies'. It was speculated that Lee Jun Ki had taught Shin Min Ah in private, leaving many to anticipate seeing it. "I didn't teach her, we only did the dance for the production staff to see only. Shin Min Ah even asked me to do it in future. There was much anticipation so the agreement was made because of that. Many were disappointed that it couldn't be realized, and often makes mention of it. Sometimes, I do feel that ratings are really difficult to grasp. But upon seeing that ratings were pretty constant throughout, I am really thankful to the viewers. There are many dramas who have single digit ratings, so I was quite relieved in a way."
The romance of Lee Jun Ki and 'Arang' Shin Min Ah was one of the highlights of the drama. "I was quite stressed at the beginning, as I had just been discharged, while Shin Min Ah was one of the more popular actress out there. I wasn't sure if I could keep up with her tempo. I felt that actresses have their own prejudices, and was afraid that it would be hard to get along with one another. But I realized later that I had worried too much. From the script recital session until the beginning of filming, she displayed a very positive attitude throughout. It wasn't easy with the role of 'Arang' as it required her to jump up and down, and disregard her usual image. It wouldn't be easy to reprise her role if she only wanted to look nice. Shin Min Ah has a strong will and gave me lots of energy. She also helped me out a lot and was also my senior. After getting to know her, I realized why she is so adored my many. She knows her flaws and knows how to cover them appropriately. I tried really hard to get into a good relationship with her and it became better as the filming went on. When the script came late, we discussed about what could happened in the coming episodes. Although she has been in quite a number of dramas, she has a stronger image through commercials. So I was worried that she might not do a good acting job. But she really let it all out, and it was really amazing to see her brimming with so much passion for acting."
"I did not lose anything because of this drama. Maybe because this is my comeback drama, so I had a lot of stress. But because of the love from viewers, the filming ended successfully, this makes me happy and helped to regain my confidence."
Lee Jun Ki knows how to find happiness in his present situation, and also knows how to distribute this happiness to people around him. His speedy infectious tone, and over the top antics have certainly endeared him to viewers. Finally, he said, "I hope to continue like this, one step at a time, improving my acting ability along the way. There are no shortcuts. You simply have to continue learning and gain that experience. I will continue along my path in a serious and humble manner."
Credit: sg.entertainment.yahoo.com/news


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Excellent, best prices for grate seats
Price was good. No booking fee. Arrived by post very quickly.
Always a great method of booking theatre tickets, never disappoints!
Find Matilda The Musical tickets online today with LOVEtheatre, and witness the magic of Roald Dahl's story live on stage at the Cambridge Theatre. Below you'll find out more about the show, and range of booking options, including how to get your Matilda The Musical tickets.Matilda The Musical is the multi-award winning musical from the Royal Shakespeare Company, inspired by the beloved book by the incomparable Roald Dahl.With book by Dennis Kelly and original songs by Tim Minchin, Matilda The Musical is the story of an extraordinary girl who, armed with a vivid imagination and a sharp mind, dares to take a stand and change her own destiny.Winner of over 90 international awards, including 23 for Best Musical, Matilda The Musical continues to delight audiences of all ages in London.At London's Cambridge Theatre, book your Matilda The Musical tickets today! Please note: *Recommended for a general audience. As an advisory to adults who might bring young people, the show is suitable for ages 6 and up. All persons entering the theatre, regardless of age, must have a ticket. Babes-in-arms are not admitted to the auditorium. All children must be old enough to occupy their own seats.**Signed performance: Saturday 25th April 2020 at 14:30.
"Matilda The Musical + 2 Course Pre-Theatre Meal at Balthazar", Cambridge Theatre tickets may be purchased by following the Book Tickets links on this page. You will be purchasing your "Matilda The Musical + 2 Course Pre-Theatre Meal at Balthazar" tickets from LOVEtheatre which is part of the Ambassadors Theatre Group.
Where applicable, "Matilda The Musical + 2 Course Pre-Theatre Meal at Balthazar", Cambridge Theatre ticket prices may include a booking fee which will always be shown separately. LOVEtheatre will not charge you any additional amounts for the dispatch/delivery of your "Matilda The Musical + 2 Course Pre-Theatre Meal at Balthazar" tickets. Prices are subject to change without notice.
Your purchase of "Matilda The Musical + 2 Course Pre-Theatre Meal at Balthazar", Cambridge Theatre tickets is conducted securely online. On receipt of full payment for your "Matilda The Musical + 2 Course Pre-Theatre Meal at Balthazar" tickets we will issue a confirmation of booking.
At LOVEtheatre, we are dedicated to providing access to the full range of ticket options; from full price tickets to the cheapest ticket deals for London West End Theatre, Events and Attractions, backed up by outstanding customer service. We source special ticket deals, meal packages, cheap tickets and more to give you great choice, value for money and quality of service. Book tickets for London Theatre direct with LOVEtheatre.
Package includes a great seat for Matilda, and a 2-course pre-theatre meal from 5pm at Balthazar. Additional drinks and service are not included. Menu subject to change.
The original Balthazar opened in downtown New York's Spring Street in 1997. Balthazar London is situated on the corner of Russell and Wellington Streets in the heart of Covent Garden, just across from The Royal Opera House. Housed in the old Theatre Museum, Balthazar shares "The Flower Cellars" building with The London Film Museum (the permanent flower market was originally built for the Covent Garden flower sellers in 1870 and this space was used for storage). Founder, Keith McNally has endeavoured to remain as true to the New York original as possible, where bistro food, good wine and friendly service are the order of the day. Balthazar London has the egalitarian appeal of the brasserie – something for everyone all day long.Enjoy a two-course pre theatre dinner from 5.00pm. Customers must arrive for the pre theatre dinner by 6.30pm prior to their evening show. View Sample Menu (subject to seasonal change)Address:Balthazar, 4-6 Russell Street, Covent Garden, London, WC2B 5HZ. Opening Hours:Pre-show dinner from 5.00 pm. Customers must arrive by 6.30pm. *Please note: Additional drinks and Service Charge are not included. Service Charge is not included in the voucher price but will be applied to the bill on the evening itself.
Tickets and bookings subject to availability at Balthazar Restaurant. Please note that bookings are for evening PRE theatre, arriving from 5pm prior to your evening performance.
The two course pre theatre menu is taken from the seasonally changing theatre menu at Balthazar Restaurant, and is subject to change. Please ensure that you present your meal voucher to the Maitre d' upon arrival at Balthazar. Failure to do so could result in you paying again.
Service Charge is not included in the voucher price but will be applied to the bill on the evening itself.
Our complimentary postal delivery option is available, however if you choose to pick up your theatre and meal vouchers from the theatre box office, then you may do so any time after 4pm for an evening performance and after 1pm for a matinee (afternoon) performance on the day of the show. You will be responsible for any additional charges for food or beverages purchased. Please note that Service Charge is not included. Service Charge is not included in the voucher price but will be applied to the bill on the evening itself.Package does not apply to tickets already purchased. You will receive one meal voucher with every ticket purchased. Alcohol cannot be served to or consumed by people under 18 years old. Terms and conditions on how to redeem your meal voucher will accompany your ticket.
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Stay cool in style in our Cold Shoulder Kaftan Dress! A one size fits most, this dress can easily take you from beach to bar. Featuring a tie, batwing style sleeve and relaxed fit through bodice.
Available in a one size fits most. Celeste is 173cm tall, a standard size 8-10 and is wearing the S/M. All sizes of this style have been measured by our BB team, use garment measurements below to find your perfect fit:
Your input is very much appreciated. Share it with your friends so they can enjoy it too!
Love the fabric and style it will be great in summer!
I bought the leopard print longer version of this dress and just love it. I think the black does not wear as well. I was thinking of using this dress for travel, but it creases too easily and shows up every mark. Good for around the home on the weekend.
Thank you for sharing your thoughts Susan! All feedback is taken on board and passed onto our team! BB x
I love the idea of this dress, but it just doesn't sit right on me, I'm a 16/18. Will be returning.
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NY Times on Blogging as Marketing
The NY Times writes today about blogging in Blogging's A Low-Cost, High-Return Marketing Tool. I won't say the article is great but it's a decent introduction to business blogging and its pros and cons. I definitely agree that blogging won't work for every business. In fact, were it not for the controversies surrounding MLS these days, I wonder if the FBS Blog would be interesting at all.
I've been thinking lately that the FBS Blog has been more of a one-trick pony than I would like, so focused on real estate data standards and MLS regionalization to the exclusion of other possibly interesting topics. I really like the idea of developing conversations with our customers, but our experience with the FBS Blog so far is that those conversations don't occur quite as easily out in the open. So, we're working on developing support systems internally to our MLS to allow more private conversations within the MLS and among our users, which really will be an extension of blogging. This is a definite priority for us in 2008, because we fundamentally believe that customer service is the new marketing.
2 Responses to "NY Times on Blogging as Marketing"
I'll be interested in discussing the communication systems you are working on. I'm working on Ning.com site for our association. It seems to have great capabilities.
I just ran into this blog and am compelled to comment. I am a Broker and member of MLS for 23 years.
The comment about MLS being a one trick pony is extremely apt. I should make clear that I really like the people who run my association and over the years I have benifited greatly from MLS. This is not about the people, its about an unavoidable change.
This is an evolutionary thing and its hard to see how it could have happened any other way.
I think that the Multiple listing Service has lost its grip. Services like googlebase are free. It won't be long before free data will be nearly as good and more accessable than MLS.
The MLS, understandably, has viewed realtors as a profit base. Energy has gone into things like electronic lockboxes that increase the cost of being a realtor, but do little to increase profitabilty for the Realtor.
As I search the web I see new things for Realtors all around. Most are clumsy or poorly used. But it is interesting to see the twenty something realtors, who I assume don't sell much yet, blogging away, asking for help from their peers and getting it. Networking and referal sites are cropping up at no cost to the user. As an old guy, I'm sure there are things I don't even imagine.
I look at this and wonder how much has the basic concept of the MLS evolved since I started this business in the early eighties? I would think the MLS would take a look at what a Realtor spends per month and consider the Realtor's return on investment. This is what Realtors will do when they realize the monopoly is breaking. When the small brokers finally leave, the big brokers will follow.
MLS has been in the position to offer valuable tools to its members such as simple personalized web pages, feedback tools and blogs and Reciprocity sites. Instead, they have remained just the keeper of information and enforcer of rules and collector of money.
From what I could see MLS was dragged into Broker Reciprocity kicking and screaming, it seemed to be a move of last resort.
As recently as a little more than a year ago I asked if latitude and longitude could be included in the BR data feed I was laughed at and told not to hold my breath. The quickest response to something different is that I could be breaking the rules. Again and again, in writing, I am reminded if I make a mistake and break a rule I'll lose my access AND be fined.
Then I go to Yahoo and see my listing, my property photo and no credit to my brokerage. I search google for my town and click on the top organic result and get google base with a forclosure company advertising my listing with my photo at the wrong price and the offer that if I pay money I can be connected to the listing Realtor.
It spells trouble when those who are not members have an advantage.
When tools are offered by MLS, these tools are expensive for the small broker. My single office has to pay the same amount for a RETS feed as a broker with thousands of agents or a developer who has hundreds of clients – talk about stifling. I am forced to watch my listings pop up on my competitor's web sites 24 hours before my own.
The cost for me to retrieve data in a timely manner from my own association eclipses my google advertising budget-which returns real money. I might ad that I already pay a substantial annual fee, a monthly fee to my association and so do each of my agents.
Companies like Google are offering free tools, such as blogs, that are becoming indespensable for Realtors. At the same time they are gathering information on Realtors and building databases that will be better than MLS.
This trend will impact large brokers as well. Currently, agents support large, inefficient, expensive advertising campaigns. What do they really get in return?
At some point Realtors are going to take a look at their dues and say, "what am I getting?". The culture of fines and threats combined with high fees will drive Realtors away.
Currently I buy yellow page ads only because everyone else does – its a perception thing I don't get much tangible from them. When my first succesful competitor drops his yellow page ad, I'll drop mine like a hot potato.
MLS might not be the yellow pages, but it might not be that far behind.
The Multiple Listing service is like a highly evolved creature, and the internet is like a metor impacting in slow motion. The creature looks up with food hanging from its mouth. The creature won't die today, but the landscape is changing. Something more efficient will fill the nitch.
I'd much prefer that Realtors remain in control of listing data, but I think that phase is drawing to a close.
I do okay in this old world, but I am watching with great interest as the changes come faster and faster.
My web site which I baked from scratch is http://searches.tittlerealestate.com


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As summer winds down and the fall back-to-school season approaches, taking the time to assess your home's security needs should be a top priority. Why is fall an ideal time to consider adding a home security system or evaluating a current system? The onset of the back-to-school season means a return to a more regimented,… Read More
Six Advantages to Having a Home Security System
There are many advantages to having a ProTec home security system installed. The security of your house and family are of vital importance to you and to us. Keeping them safe from harm and burglary require ensuring that your residence is a secure place for everyone whether you are away or in your house. This… Read More
As Greenville, SC Population Grows, Consider Your Home's Security Needs
Greenville, SC, is a beautiful place to call home and more and more people realize just what a treasure this city is. The U.S. Census Bureau estimated that the city of Greenville grew by 1.9% between July 2016 and July 2017. Additionally, Greenville has added almost 10,000 new residents since the last big census count… Read More
A Medical Alert System That Helps Seniors Remain Independent
Getting older will often mean less independence. Many families have to make the heart-wrenching decision of putting a loved one in an assisted living facility. While there are many valid reasons why this choice may be necessary, many older people would prefer to stay in their own beloved homes. We offer a service that can… Read More
ProTec Security Systems: Keeping Greenville, SC Safe
For over twenty years, those living in Greenville have seen growth and expansion all over the county. In just the past five years, whether you were a long term resident or a new transplant, the city has developed at a rapid rate. As of 2017 Greenville, SC was named the fourth fastest-growing city in the… Read More
Home Security System Advantages: How You Can Protect Your Loved Ones
Feeling safe in the comfort of your own home is something that everyone wants for themselves and their loved ones. A home should be a safe haven that offers security especially with the waves of crimes happening these days. It's simply not enough to have a lock and key alone because robbers always find a… Read More
Why Diabetics Should Get a Medical Alert Device
If you or a loved one suffers from diabetes, having a medical alert device can make all the difference in the event of an emergency. Diabetic shock, also known as hypoglycemia, occurs when there is an unnatural level of insulin in the body. This has to do with the blood sugar levels in the body,… Read More
3 Ways We Can Help Your Elderly Parent or Loved One
Do you have an elderly parent or loved one? Whether they live alone or with a caretaker, their lives can be improved tremendously by our systems. Here are three ways we can help. Our security systems let you easily see who is coming and going at the home remotely. You or your loved one can… Read More
The Lifesaving Benefits of Medical Alert Systems
In the ever-expanding digital technology world, it's no surprise that security technologies have made their way into the medical world. We have all seen the medical alerts that exist in hospitals; heart monitors, doctor pagers, and digital thermometers all serve to alert medical professionals to their patients' needs. This level of medical security extends to… Read More
Medical Alert: Personal Emergency Systems Are Not Just for Seniors
Medical emergencies happen. If a member of your family has a medical condition, you may get that uncomfortable, nagging feeling whenever you have to step out for a while. That is understandable. It is also unnecessary. You can ensure their safety without hindering anyone's independence. You can team up with ProTec and the LifeGard Personal… Read More


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Black Friday 2016 Surprises with PS4 and Xbox One S Bundles Available on Costco
Costco is known to have great deals for their products during the Black Friday period. They have already made available some huge discounts. The Surface Book is going to be reduced by $250 from its initial price and in the gaming department the PS4 and Xbox One S bundles are seeing discounts of $50.
Time Period
The time period Costco used to keep their discounted items was from 25th to 28th November, but we are seeing a change to their time period. Now Costco is going to keep the products on its shelves from 24th to 25th November.
PS4 Deals
There are two different PS4 bundles available at Costco right now. The "Uncharted 4: A Thief's End" bundle and the "Call of Duty: Infinite Warfare" bundle. Both these bundles include the full versions of the respective game and a 500GB PS4 Slim version also two DualShock 4 controllers. The customer is going to receive a $50 discount.
Xbox One S Deals
The only Xbox One S available bundle that Costco has is the Battlefield 1 bundle. The bundle contains a full version of the Battlefield 1 Early Enlister Deluxe Edition that has the downloadable Hellfighter, Arabia and Red Baron packs. The bundle is also going to contain a special 1TB Xbox One S console that is painted with a special Military Green paint and a Military Green style wireless controller. The discount for the Xbox One S: Battlefield 1 bundle is $50, the same discount the PS4 receives.
Surface Book Bundle
There are not too many details regarding Microsoft's Surface Book bundle. All we know is that it's going to be the Core i5 version and that the bundle will also include a Surface Dock. The bundle is going to have $250 cut off from its initial price.
The discounts are going to begin on the 24th of November and Costco are surely going to have a larger number of discounts until then.


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