How attorneys in alleged troll factory case plan to keep Mueller secrets from Moscow thumbnail

How attorneys in alleged troll factory case plan to keep Mueller secrets from Moscow

After more than a year of arguing, prosecutors and defense attorneys in a court case related to alleged Russian interference in the 2016 presidential election have agreed on a complex system for handling “sensitive” discovery information, designed to ensure the government’s best-kept secrets stay far from the Kremlin as the 2020 election looms.

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So far, defense attorneys for Concord Management and Consulting, a Russian firm accused of funding a troll factory that aimed to sow discord before and after the 2016 election, have not been able to share – or discuss — the sensitive information with officers of the company under a strict protective order, which the defense attorneys said makes it virtually impossible to prepare for trial.

Prosecutors, on the other hand, said that revealing the sensitive information to individuals in Russia, far beyond the reach of U.S. legal jurisdiction, could compromise national security and potentially reveal to the Russian government just how much U.S. intelligence and law enforcement knows — and doesn’t know — about Russia’s purported interference efforts in 2016. The U.S. government says Concord is controlled by Yevgeny Prigozhin, a co-defendant in the case and an associate of Russian President Vladimir Putin.

“That information, used by a foreign adversary, could be used to avoid detection in the future,” U.S. Attorney Jonathan Kravis told the court in March, echoing concerns national security and legal experts shared with ABC News in October.

PHOTO: A views of the four-story building known as the troll factory in St. Petersburg, Russia, Saturday, Feb. 17, 2src18.
Naira Davlashyan/AP Photo
A views of the four-story building known as the “troll factory” in St. Petersburg, Russia, Saturday, Feb. 17, 2018.

After months of haggling, on Wednesday the two sides offered the judge a joint proposal for a compromise: the government would identify some sensitive materials, called “intermediate Sensitive,” that can be taken to Russia and seen there by certain court-authorized individuals, like company officers or potential witnesses in the case, as long as they view the materials in a designated location in Russia and are escorted by an authorized chaperone, according to the new protective order that’s been proposed.

But the most closely held information, dubbed “U.S. Sensitive,” would remain in the U.S., locked away in the law offices of Reed Smith, the American firm representing Concord. To share that information with anyone, Concord’s attorneys would first have to get the court’s permission, potentially by going through a third party called a “firewall counsel” which would review the request. Filings related to the request would be done electronically but also delivered by hand on an “encrypted disk.”

If approved, those people would still have to physically come to the U.S. to view the material. Defense attorneys for Concord have previously said there’s little chance company officers, some of whom like Prigozhin are co-defendants in the case, would travel to the U.S. for fear of arrest upon arrival.

“U.S. sensitive material may under no circumstances be disclosed, transported, or transmitted outside the United States unless so ordered by the Court,” the proposed order says.

PHOTO: Robert Mueller speaks during a House Judiciary Committee hearing in Washington, D.C., U.S., on Wednesday, July 24, 2src19.
Andrew Harrer/Bloomberg via Getty Images
Robert Mueller speaks during a House Judiciary Committee hearing in Washington, D.C., U.S., on Wednesday, July 24, 2019.

The discovery in the case is made up of millions of documents, including the material already deemed non-sensitive, and ranges from social media postings to email messages. Eric Dubelier, the lead defense attorney, said in a pre-trial hearing Tuesday that his legal team has spent a year trying to through all the information and still isn’t done sorting through it.

The sensitive information, Wednesday’s filing says, includes witness statements, information that could identify potential witnesses, information related to ongoing investigations and information “related to sensitive law enforcement or intelligence collection techniques.”

Prosecutors have indicated they’re especially concerned about information contained in search warrants executed by law enforcement in the case.

U.S. District Judge Dabney Friedrich has yet to sign the new protective order as of this report, but indicated in court Tuesday she was eager to review it.

Concord is the only one of three Russian business entities and 13 Russian individuals charged in the case to respond in court. U.S. law allows for a corporate defendant to fight a court case without any individual from the corporation physically being in court – and, in this case, without putting themselves in danger of being arrested.

Concord has pleaded not guilty to a conspiracy charge, and the trial is tentatively scheduled to begin in April 2020. Russia has long denied election interference allegations.

In the meantime, special counsel Robert Mueller, who’s 448-page report included a long section on Russia’s alleged online influence operation ahead of 2016, warned that Russia will be back for 2020.

“They’re doing it as we sit here,” he told lawmakers in July. “And they expect to do it during the next campaign.”

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ITECH Research Demonstrator Explores the Adaptive Architectural Realm thumbnail

ITECH Research Demonstrator Explores the Adaptive Architectural Realm

ITECH Research Demonstrator Explores the Adaptive Architectural Realm

ITECH Research Demonstrator Explores the Adaptive Architectural Realm , Courtesy of ICD/ITKE, University of Stuttgart

Courtesy of ICD/ITKE, University of Stuttgart


Courtesy of ICD/ITKE, University of Stuttgart


Courtesy of ICD/ITKE, University of Stuttgart


Courtesy of ICD/ITKE, University of Stuttgart


Courtesy of ICD/ITKE, University of Stuttgart






+ 31



The Institute for Computational Design and Construction (ICD), the Institute of Building Structures and Structural Design (ITKE) and the Institute for Textile and Fiber Technologies (ITFT) at the University of Stuttgart have launched the ITECH Research Demonstrator 2018-19. The project aims to investigate large-scale compliant architecture.

Developed within the framework of the ITECH Master of Science Programme, the pavilion was designed and realized by students and researchers, supported by a multi-disciplinary team of architects, engineers, biologists, and paleontologists. Inspired by the folding mechanisms of the wings of the Ladybug, the demonstrator is composed of two adaptive folding elements made of carbon and glass-fiber-reinforced plastic, each weighing at 23 kg, with a width of 1.70 m and a height of 3.00 m or 2.50 m.


Courtesy of ICD/ITKE, University of Stuttgart

Courtesy of ICD/ITKE, University of Stuttgart


Courtesy of ICD/ITKE, University of Stuttgart

Courtesy of ICD/ITKE, University of Stuttgart

The project is part of a successful series of research showcasing the potential of computational design, simulation and fabrication processes in bio-inspired architecture. Interactive and user-controlled adaptation is achieved through an interactive control system. The ITECH Research Demonstrator 2018-19 highlights the possibilities of achieving an adaptive architectural scale structure. It also investigates the potentiality of direct interaction between the built environment and its inhabitants.


Courtesy of ICD/ITKE, University of Stuttgart

Courtesy of ICD/ITKE, University of Stuttgart

This system is only possible due to the integration of computational design, simulation and fabrication process. It also accentuates the innovative potential of interdisciplinary research and teaching. The major key themes explored in the ITECH research demonstrator 2018-19 are adaptive architecture, biomimetic investigation, integrative digital design model, fabrication, material gradient, and stiffening, integrated actuation, reconfiguration, control, and interaction.


Courtesy of ICD/ITKE, University of Stuttgart

Courtesy of ICD/ITKE, University of Stuttgart

News Via ICD.

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About this author

Cite: Christele Harrouk. “ITECH Research Demonstrator Explores the Adaptive Architectural Realm ” 12 Aug 2019. ArchDaily. Accessed .

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Courtesy of ICD/ITKE, University of Stuttgart

ITECH 公布最新研究装置项目,大尺度研究感应性


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Biwon: The Secret Garden House / UTAA thumbnail

Biwon: The Secret Garden House / UTAA

Biwon: The Secret Garden House / UTAA


© Jin Yyo-Suk & Hong Seok-Gyu

© Jin Yyo-Suk & Hong Seok-Gyu


© Jin Yyo-Suk & Hong Seok-Gyu


© Jin Yyo-Suk & Hong Seok-Gyu


© Jin Yyo-Suk & Hong Seok-Gyu


© Jin Yyo-Suk & Hong Seok-Gyu






+ 30



  • Architects

  • Location

  • Category

  • Lead Architect

    Kim Chang-Gyun

  • Design Team

    Bae Young-Sik, Kim Ha-Alyn

  • Area

    824.0 m2

  • Project Year

    2019

  • Photographs

  • Manufacturers

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© Jin Yyo-Suk & Hong Seok-Gyu

© Jin Yyo-Suk & Hong Seok-Gyu

Text description provided by the architects. Unlike the Cheongdam Sageori(crossroads) which has wide roads and colorful buildings, Biwon’s site is located at the hill crossing which is on a 6-meter road. Buildings under redevelopment around narrow roads made the horizontal space more stuffy with uniform and dense mass and darkened the scenery of the landscape with their own closed language. The first task was to solve the stuffiness of the earth and has street expansion and vitality.


© Jin Yyo-Suk & Hong Seok-Gyu

© Jin Yyo-Suk & Hong Seok-Gyu

Design Solution [Change of Mass]. As the first stage of design, the scale of a building was made by stacking, and the volume was arranged by applying the city’s regulations and the appropriate area. In the process, the mass began to make a colorful form by alternating and reducing rather than a regular form. In addition, through the external stairway which is positively assigned to the street rather than the closed staircase, it has created a visual extension and a dynamic image in the landscape. Floor specific terraces placed alternately were suggested for users to use them as a yard. It has a hidden garden that can not be found in the city, and the garden serves as both inner and outer transition spaces as well as windy paths.


© Jin Yyo-Suk & Hong Seok-Gyu

© Jin Yyo-Suk & Hong Seok-Gyu


1F Plan

1F Plan


© Jin Yyo-Suk & Hong Seok-Gyu

© Jin Yyo-Suk & Hong Seok-Gyu

 Utilization of Materials [Brick]. A brick is a material whose value does not change over time. Like good buildings and people, bricks prove their value in proportion to time. Three-dimensional mass and a calm white antique brick as a single material were used to give a grand yet calm feeling while giving the weight of a building itself. In order to make a change of single material, we tried to give unity and diversity to the elevation while making a change in pattern through several stacking methods. From the general stucco work to masonry work, the building was filled with various looks. 


© Jin Yyo-Suk & Hong Seok-Gyu

© Jin Yyo-Suk & Hong Seok-Gyu

For Biwon, we only focused on the value of lease and area in terms of the building and ceased to think about the role and value of a building in the city. We tried to propose an answer to the question of the role of architecture in the city through Biwon as well as finding the area. The hidden garden in a city or a terrace, sunken, and stairways to a 6-meter road can be the first step. The closed staircase and the brick-surrounded open staircase create a movement flow line directly connected from the first floor to the second floor, suggesting the pleasure of the way to go, through the expressions of the various patterns and light flow of bricks. And the open terrace is an open space for the city, and the four-story terrace where the light falls between bricks is a space with a hidden garden in the city.


© Jin Yyo-Suk & Hong Seok-Gyu

© Jin Yyo-Suk & Hong Seok-Gyu

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Cite: “Biwon: The Secret Garden House / UTAA” 05 Aug 2019. ArchDaily. Accessed .

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Specialized used 3D-printing and liquid polymer to make a better bike seat thumbnail

Specialized used 3D-printing and liquid polymer to make a better bike seat

Over the years, cycling component manufacturers have gone to great lengths to find ways to improve the bikes that we ride. Frames have gotten lighter and stronger, chainsets have gotten smoother and more efficient, and brakes have transitioned from pads to discs, all in an effort to cut weight and improve safety, while also getting faster. Over that time, the bike saddle has often been overlooked, forcing riders to settle for seats that are often uncomfortable and based on decades-old designs. Today, that all changes as Specialized has unveiled a completely new technique for designing and building bike seats that it claims will revolutionize the industry forever.

Using a process called Digital Light Synthesis (DLS), Specialized has developed what it calls Mirror Technology, a material that is far more tunable and versatile than traditional foam padding. So much so that the company says that Mirror can replace padding at every cycling touchpoint and will reflect a rider’s anatomy to help improve comfort and stability, while also reducing the possibility of injury. Essentially, that means seats that are better suited for both men and women and their individual needs.

The DLS process, which was created by a company called Carbon, allows designers to use liquid polymers to 3D print the complex lattice structure that makes Mirror Technology unique. This has the added benefit of greatly speeding up the development time for Specialized designers, allowing them to reportedly produce 70 different saddle designs in a single year. Perhaps even more impressive is that the process is so quick and efficient that a new design can go from a prototype to a rideable sample in a single day, allowing for the strengths and weaknesses of individual designs to be evaluated much more quickly.

specialized used 3d printing and liquid polymer to make a better bike seat mirror technology 6

Specialized says that the Mirror lattice that was created using the Digital Light Synthesis process is made up of 14,000 struts and 7,799 nodes, each of which can be individually tuned. That provides far more flexibility in how the company designs its bike seats, giving it the ability to set the softness and rigidity in ways that have never been possible before. In fact, Mirror designers say that in order to replicate their seats using traditional materials a manufacturer would have to use literally thousands of different densities of foam in a single saddle.

What does that mean for cyclists? Reportedly, the Mirror Technology has already been scientifically validated to improve sit-bone comfort for both male and female riders. Beyond that, however, the material will also dampen vibrations and deliver increased pelvic stability, which should translate into better comfort, particularly on longer rides. Specialized says that Mirror also allows for penile blood flow in men by reducing soft tissue pressure as well. That could address a major criticism of traditional bike saddles as well.

Currently, several of Specialized pro riders are testing a prototype Power Saddle that uses Mirror Technology, both on the road and in the mountains. If things continue to proceed as expected, the company says that it expect to release the first new model in early 2020. There is no word on the price or weight of the seat as of yet.

To find out more about Mirror Technology visit the Specialized website.

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Disappearing act: Device vanishes on command after military missions thumbnail

Disappearing act: Device vanishes on command after military missions

Disappearing act: Device vanishes on command after military missions
A polymer (left) depolymerizes and disappears after being exposed to sunlight for 10 min (right). Credit: Paul Kohl

A polymer that self-destructs? While once a fictional idea, new polymers now exist that are rugged enough to ferry packages or sensors into hostile territory and vaporize immediately upon a military mission’s completion. The material has been made into a rigid-winged glider and a nylon-like parachute fabric for airborne delivery across distances of a hundred miles or more. It could also be used someday in building materials or environmental sensors.

The researchers will present their results today at the American Chemical Society (ACS) Fall 2019 National Meeting & Exposition.

“This is not the kind of thing that slowly degrades over a year, like the that consumers might be familiar with,” says Paul Kohl, Ph.D., whose team developed the material. “This polymer disappears in an instant when you push a button to trigger an internal mechanism or the sun hits it.” The disappearing polymers were developed for the Department of Defense, which is interested in deploying electronic sensors and delivery vehicles that leave no trace of their existence after use, thus avoiding discovery and alleviating the need for device recovery.

The key to making a polymer disappear, or break apart, is “ceiling temperature.” Below the ceiling temperature, a polymer configuration is favored, but above that temperature, the polymer will break apart into its component monomers. Common polymers, like polystyrene, have a ceiling temperature above ambient temperature and are very stable. And even when they are warmed above their ceiling temperature, some of these materials can take a long time to decompose. For example, thousands of link all of the monomers together in polystyrene, and all of these bonds must be broken for the materials to decompose. But with low ceiling-temperature polymers, such as the cyclic ones Kohl is using, only one bond needs to break, and then all of the other bonds come apart, so the depolymerization happens quickly. The process can be initiated by a temperature spike from an outside or embedded source, or by a light-sensitive catalyst.


For many years, researchers have attempted to make these polymers, but were unsuccessful because of the materials’ instability at . Kohl’s research group at the Georgia Institute of Technology discovered that they could overcome this issue if they were careful to remove all impurities formed during the synthesis. In addition, they found a number of aldehydes, including phthalaldehyde, that readily form cyclic polymers. Once they had optimized this polymer’s synthesis, they focused on ways to make it disappear.

To do this, the researchers incorporated into the polymer a photosensitive additive, which absorbs light and catalyzes depolymerization. “Initially, we made it photosensitive to just so we could make the parts in a well-lit room with , and it was just fine; it was stable,” Kohl says. But when the polymer was placed outside, exposure to sunlight vaporized it (or reverted it back to a liquid, in some cases). A vehicle deployed at night would, therefore, disappear with the sunrise.

Kohl’s group has since discovered new additives that can trigger depolymerization at different wavelengths of visible light, so the can decompose indoors. “We have polymers designed for applications in which you come in the room, you turn the light on, and the thing disappears,” Kohl says.

The group has also determined how to stall depolymerization. “We have a way to delay the depolymerization for a specific amount of time—one hour, two hours, three hours,” he says. “You would keep it in the dark until you were going to use it, but then you would deploy it during the day, and you would have three hours before it decomposes.” The team has considered chemical methods to start the decomposition process, as well. In addition, they are testing various copolymers that can be added to phthalaldehyde to change the material’s properties without altering its ability to vanish.

Kohl says that this “James Bond”-like material is already being incorporated in military devices by other researchers. But he also sees the potential of the materials for non-military applications. For example, the researchers have made a disappearing epoxy for a temporary adhesive that could be used in . They also imagine the material could be used as sensors for environmental monitoring. Once the sensors are finished collecting data, there is no risk of littering the environment since they can be triggered to vaporize. The material can also be used for delivery vehicles in remote areas where recovery is difficult.



More information:
Poly(aldehydes): Phototriggerable polymers for transient devices, the American Chemical Society (ACS) Fall 2019 National Meeting & Exposition.

Abstract


Transient devices are those where the controlled, programmable disappearance of a device is needed because retrieval is not possible or a different form of disposal is desired. The devices include electronic components such as sensors, and delivery vehicles, such as rigid-wing gliders and parachutes. Low ceiling temperature polymers are of interest for construction of such devices because their depolymerization from the solid to liquid or vapor can be triggered at and occur at ambient conditions. Triggering can occur by a photo, chemical or thermal activation. The synthesis of stable, cyclic homopolymers and copolymers of o-phthalaldehyde will be described. The mechanism of polymerization, triggering conditions and incorporation of volatile components into the polymer will also be discussed.

Citation:
Disappearing act: Device vanishes on command after military missions (2019, August 26)
retrieved 26 August 2019
from https://phys.org/news/2019-08-device-military-missions.html

This document is subject to copyright. Apart from any fair dealing for the purpose of private study or research, no
part may be reproduced without the written permission. The content is provided for information purposes only.

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Central bankers face political shocks, and hope to avoid the worst

Central bankers face political shocks, and hope to avoid the worst

JACKSON HOLE, Wyo. (Reuters) – Global central bank chiefs know their job is to keep the economy out of the ditch.

FILE PHOTO: Federal Reserve Chair Jerome Powell and Governor of the Bank of England, Mark Carney chat during the three-day “Challenges for Monetary Policy” conference in Jackson Hole, Wyoming, U.S., August 23, 2019. REUTERS/Jonathan Crosby

What became clear at the U.S. Federal Reserve’s central banking conference in Jackson Hole, Wyoming, over the past couple of days is that not only do other people hold the wheel, some seem intent on steering toward trouble.

“We are experiencing a series of major political shocks; we saw another example of that yesterday,” Reserve Bank of Australia Governor Philip Lowe said on Saturday, a day after China and the United States slapped more tariffs on each other’s goods and U.S. President Donald Trump called on American companies to shut down their operations in the Asian nation.

As those political shocks slow growth, Lowe said in a panel discussion, “there is a strongly-held view that the central bank should just fix the problem … The reality is much more complicated,” and not something monetary policy can likely repair.

His comments spoke to an uncomfortable truth that hovered over an annual symposium where the mountain backdrop and two days of technical debate often seem distant from the world of realpolitik. Even as central bankers and economists referred to the deep connections that now tie the world’s economies together, a U.S.-driven trade war seemed to be driving them apart and raising the specter of a broad global downturn.

Worse, it’s a downturn none of the central bankers seemed confident about how to fight – coming not from a business- or financial-cycle meltdown that they have a playbook to combat, but from political choices that threaten to crater business confidence.

If that’s the problem, Lowe and others said, lower interest rates – something demanded by Trump to get an upper hand in the trade war with China – will do little to help.

“The problem is in the president of the United States,” former Fed Vice Chair Stanley Fischer said at a lunch event on Friday. “How the system is going to get around some of the sorts of things that have been done lately, including trying to destroy the global trading system, is very unclear. I have no idea how to deal with this.”

It was a rare calling out of Trump, though his presence infused other remarks. Fed Chair Jerome Powell, handpicked by Trump to run the central bank but now an object of the president’s ire, noted in his opening speech that the Fed had no chartbook for building a new global trading system.

‘LAST MOMENT’

Central banks have asked politicians for years to use fiscal policy more constructively and address structural problems plaguing economies.

What they’ve gotten instead is a fast multiplying set of risks, with the U.S.-China trade war at the epicenter but also including the possibility of a disruptive British exit from the European Union, an economic slowdown in Germany, a political collapse in Italy, rising political tensions in Hong Kong, and longstanding international institutions and agreements under pressure.

European Council President Donald Tusk described this weekend’s G7 leaders summit in the French seaside resort of Biarritz as a “last moment” for its members – the United States, Britain, Germany, Japan, France, Italy and Canada – to restore unity.

Amidst all the tumult, and with interest rates across the globe already lower than they’ve been historically, monetary policy may be no match.

“There is not that much policy space and there are material risks at the moment that we all are trying to manage,” Bank of England Governor Mark Carney said here on Friday.

Small countries like Sweden and Turkey, buffeted by volatile capital flows as central banks worldwide cut rates, are now struggling to deal with the possibility that the global trading order may be changing for good.

Meanwhile, large nations worry they will slip into a rut that may be hard to escape.

For the U.S. central bank, if trade uncertainty drives down business investment and starts to hurt consumer spending, it may find itself cutting rates back to zero with the economy still muddling along, forcing Powell and his fellow policymakers to weigh whether to restart crisis-era tools even outside a crisis or recession.

“There’s only so much a monetary policy action can do,” Cleveland Fed President Loretta Mester told Reuters on the sidelines of the conference on Saturday. “You have to recognize that the U.S. economy is affected by what’s going on in the rest of the world … I do worry about this whole undermining of institutions globally.”

In a development that has cheered some policymakers, Germany has signaled it may deliver some fiscal stimulus to offset a manufacturing slump. But with the European Central Bank signaling it too is ready to battle slowing growth by easing policy further, Powell’s Fed may be forced to act despite its desire to stay above the day-to-day fray of changing trade policy.

“You need to respect that we are part of the global economy; the global economy is slowing, other central banks are easing, and they are responding to a common global slowdown,” Fed Vice Chair Richard Clarida said on Friday.

“What monetary policy can do is to use its tools to do the best it can to keep the economy close to full employment and stable inflation; depending upon the shock hitting the economy and depending upon the response to that shock, the insulation may not be perfect,” Clarida said.

Reporting by Ann Saphir and Howard Schneider; Editing by Paul Simao

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Selling Your Cannabis Business? Here's What You Need to Know. thumbnail

Selling Your Cannabis Business? Here’s What You Need to Know.

When preparing to sell your business, it’s important to be realistic and understand how valuations are determined

Is your business special? Sure it is! Just like a homeowner who puts his or her house on the market and expects that it will achieve a premium value because it is “special,” almost every business owner thinks their business should achieve a multiple of value in excess of the averages being paid. That’s not necessarily a bad position to hold; it shows that you, the owner, take great pride in what you’ve achieved over many years of hard work building up the business. That said, in preparation for the sale of your business, it is important to understand the valuation process and have a realistic expectation of the valuation range.

Valuations

What’s realistic? You can readily secure a valuation range from the investment banking firm representing you in the sale of your company. (The investment banker may also be referred to as a “broker,” an “IB,” a “sell-side rep,” or an “M&A advisory.”) But that investment banking firm really should understand the idiosyncrasies of the cannabis-related business sectors. It’s important that your investment banker demonstrates that expertise, along with the normal and traditional practices required to get any deal done. For instance, when researching valuations, if your investment banker pulls down values for pharmaceutical testing labs, when he should have looked specifically at cannabis testing labs, that error could result in you leaving a substantial sum of money on the table. That’s because these two types of companies may be selling at different multiples of earnings. Even small errors in valuation estimates can have dramatic effects on the company value obtained in a sale.

There are databases available to investment bankers and brokers that show the actual valuations of businesses similar to yours that have recently sold. Since M&A activity in the cannabis business is relatively new, note that your M&A advisor may have to triangulate deals done in closely related industries until the valuation data builds up.

Knowing the average valuation range being paid for businesses like yours is a critical initial step, but it represents an average and not necessarily what you will get in terms of valuation for your business. Whether you receive offers above or below the average valuation range will all depend on factors beyond just the financial performance of your business.

Here’s a list of some of these factors:

– Market strength at the time of sale: Is your sub-sector within the cannabis market strong? Are the long- and short-term prospects for your sub-sector strong? That will have a direct impact on the valuations paid for your business. Make no mistake, the acquirer’s analysts will spare little expense to precisely determine those prospects. Other factors that affect valuations include interest rates, material costs, the cost of labor, the cost of health care and pension programs and even the cost of fuel or utilities.

– Strength of the management team: A buyer of your business will very likely want to keep the team in place that made the company as strong as it is today. If you have a strong “bench” of management talent, and they’re willing to stay with the company after the sale, that will heighten the value of your business. If you have a leadership team that is going to vacate their offices as soon as the transaction is complete, that will devalue your business, at least equal to the replacement costs of that missing talent. Good management, solid succession planning and leadership continuity invariably lead to a higher price paid for your company.

– Market position and competitive landscape: If your business is in a crowded market and you are fiercely competing for new clients — and/or fiercely competing to keep legacy clients — this will cause a downward pressure on your valuation. A buyer will look at where you are in the competitive landscape and determine your relative strengths against other businesses in your region or those that compete with you. A solid market position or a dominant presence in a competitive landscape will help you achieve the highest value possible.

– Product mix and services: If your product or services mix is overly concentrated in one area, that lack of diversity may not attract a shrewd buyer. Buyers like to see a balanced mix of products and services to show that the company is diversified, thereby lowering risks. If you have a good mix, it demonstrates that you have managed your company well and this should be reflected in a high valuation.

– Customer concentration: If you have one customer who accounts for more than 10% of your business, or one customer whose loss would affect earnings in a meaningful and negative way, a buyer will devalue your business accordingly. A diverse customer base is essential to a good valuation.

– Asset quality: The quality of the assets being sold will impact the multiple on your earnings. A company that has driven up its earnings by foregoing maintenance (on building, land or equipment), shorting inventory or undermining the strength of its management team with non-market-rate salaries is not going to be as attractive as a company that takes care of its equipment, its inventory and its employees.

– Quality of earnings: Are your earnings sustainable? Is a meaningful amount of your business predictably repeating? Or was a great recent year a “sugar high” of earnings, which is unlikely to repeat? Non-repeating business is more expensive to obtain than repeat business, and that’s something that will be examined in detail by a buyer.

The M&A Process

Selling your business is a one-time event and one of the most important business decisions that you will make. The execution of the sale of your business must be done with the utmost professionalism if you are to optimize its value. That process typically starts with an M&A advisory firm preparing an “informational memorandum” that builds a narrative around your business and explains the various financial declarations that it contains. (The informational memorandum is also called an “IM.” Some people call it an OM for offering memorandum, while others call it a “deal book.”)

In addition to presenting and describing your financials, leadership profiles and competitive landscape, among other aspects of your business, the informational memorandum should tell a powerful story about your company, its history and its culture. Done well, the informational memorandum should not only be well written, but look good graphically as well.

As the preparation process is completed and outreach is made to the broadest possible community of buyers, the M&A advisory firm should extract a premium valuation (with acceptable terms and conditions) through a controlled auction to a group of serious and pre-qualified buyers. Under this controlled auction approach, in a process entirely managed by your M&A advisory firm, buyers privately bid against one another for your business, while you decide what is the best offer, based on your sales objective.

Your M&A advisory firm should identify all potential qualified acquirers (or targets) who may have an interest in acquiring your business. It is not unusual for the list of potential targets to number in the hundreds or even thousands. There are databases that tell which strategic and financials buyers have been active in your sector, and your M&A advisor should have access to these resources.

In addition to the informational memorandum, your M&A advisory firm should prepare a one-page “teaser” that is initially sent to each of the targets. The teaser summarizes your business and lists recent financial performance without actually naming your business. Many targets will try to guess who you are, but the teaser is designed to reveal basic financial performance and the industry sector, hoping to get targets interested in seeing the full informational memorandum.

Confidentiality agreements are sent along with the “teaser” by the M&A advisory firm. No informational memorandums should be sent until the confidentiality agreements are signed.

Note that, as a seller, you have veto power over who gets to see the teaser. So carefully review the outreach list ahead of time.

Once everything is in place, outreach is made, usually via email, and your business goes to market.

Getting Started

Surrounding yourself with a strong advisory team to manage the sales process is critical to achieving your sales objective, and that team allows you to run your business during the sales process.

In addition to an accountant who can generate the reports and financial documentation required of a sale, here are two key components to put in place as you go to market:

– An M&A advisory firm (your investment banker) that really understands your business and the cannabis market. The M&A advisory firm should have the staff to prepare and execute the methodology and steps that have been described. M&A advisory is not done well by a one-person operation. Look for a firm that has executed a substantial number of high-value deals, in and out of cannabis.

– A transaction attorney who specializes in M&A transactions and can handle the letters of intent and sales agreements (also known as the asset purchase agreement or definitive purchase agreement) once you decide on the winning acquirer. An attorney with specialized knowledge of the cannabis businesses is essential, given today’s highly regulatory environment, and how regulations can vary state by state. Do not use the lawyer who drafted your will or reviewed your real estate lease. The legal practice of M&A transactions is a specialty practice.

There is no more exciting time in the life of the business owner than when he or she can sell a business for meaningful profit after many years of building the business value. The cost of hiring an M&A advisor is a small price to pay to prepare your business for sale, to make it as attractive as possible to a potential buyer, to maximize the value obtained and to allow you to run your business successfully during the process.

This article is adopted from the book M&A Basics For Cannabis & Hemp Companies: A Company Owner’s Guide to Key Deal Elements & Common Practices of Mergers & Acquisitions, by John D. Wagner and Carl Craig, Ph.D. The book is available from Amazon. For more information, visit www.1stWestMA.com. Wagner can be reached at [email protected].

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Hanna Boutique Hotel / Persian Garden Studio thumbnail

Hanna Boutique Hotel / Persian Garden Studio

Hanna Boutique Hotel / Persian Garden Studio

Hanna Boutique Hotel / Persian Garden Studio, © Afshin Ghaderpanah

© Afshin Ghaderpanah


© Afshin Ghaderpanah


© Afshin Ghaderpanah


© Afshin Ghaderpanah


© Afshin Ghaderpanah






+ 62



  • Architects

  • Location

  • Category

  • Lead Architects

    Mahsa Majidi

  • Design Team

    Anousheh Ahmadi, Danial Akhavian, Pantea Parhami, Naeime Beigi, Mehdi Nikkhah, Mina Nabavi, Peyman Tajik

  • Area

    1200.0 m2

  • Project Year

    2018

  • Photographs


© Afshin Ghaderpanah

© Afshin Ghaderpanah

Text description provided by the architects. Around 90-years ago, six buildings were constructed in the center of Tehran, creating its one and only symmetrical street. These remaining structures on Lolagar Alley are some of the best examples of architecture from the First Pahlavi era, a time when modern architecture was beginning to appear in Tehran. Initially all six of these buildings were residential, but over time, like many other buildings in downtown Tehran, they were left unoccupied. Hanna Project, which includes a hotel, restaurant, gallery, and multipurpose spaces, was designed in one of these buildings, with the intention of bringing life back to Lolagar Alley and Tehran’s city center.


© Afshin Ghaderpanah

© Afshin Ghaderpanah


© Afshin Ghaderpanah

© Afshin Ghaderpanah


© Afshin Ghaderpanah

© Afshin Ghaderpanah

Part of the design intention was to reconnect the building to Lolagar Alley, but this time with more occupants. As such, new layers were designed around the building and in deference to the original structure, it invite users to move around and inside this historic building.


© Afshin Ghaderpanah

© Afshin Ghaderpanah


Diagram

Diagram


© Afshin Ghaderpanah

© Afshin Ghaderpanah

With their simple forms and muted colors, these new volumes accommodate some of the building’s new functions, while also putting the user in contact with the building at different heights and from different perspectives. The new pathway they create gives variety of circulation paths around the building. These new layers are constructed using contemporary material, and while they contrast the building’s original material, they attempt to remain subtle and less seen. The juxtaposition of new and old layers presents its occupants with the building’s history as well as efforts for its restoration.


© Afshin Ghaderpanah

© Afshin Ghaderpanah


Plans

Plans


© Afshin Ghaderpanah

© Afshin Ghaderpanah

The new volumes create the project’s garden, recessed courtyard, part of the restaurant, and gallery. These new layers also seep inside the original building, bringing new functions inside, while maintaining its original layers and structure. An added neutral volume on the east elevation is used to house the hotel bathrooms, and rises to the roof to create the hotel’s multi-purpose space. This space provides a panoramic view of the surrounding areas, while remaining hidden from street level. In the extensions construction metal frames were added to reduce the boundary between inside and outside. These frames define the gallery entrance, and make the border between the gallery and Lolagar Alley transparent. These frames are also used on the building’s façade to provide more light and views to the hotel guests.


© Afshin Ghaderpanah

© Afshin Ghaderpanah


Sections

Sections


© Afshin Ghaderpanah

© Afshin Ghaderpanah

Because the building was left unoccupied over the years, there was much damage to its structure, which made its structural reinforcement quite complex. Concrete walls and continuous concrete slabs, columns, and metal trusses were added to reinforce the existing structure.


© Afshin Ghaderpanah

© Afshin Ghaderpanah

The concrete slabs serve a structural purpose and are also the finished interior flooring material. Shear walls and metal structures are also left exposed to familiarize the building’s visitors with its renovation process.


© Afshin Ghaderpanah

© Afshin Ghaderpanah

Hanna project attempted to return people to the center of Tehran, and reacquaint them with abandoned buildings. New added layers that are a product of their time, help the building accommodate users now and in the future, while also displaying the glory of its historic architecture.


© Afshin Ghaderpanah

© Afshin Ghaderpanah

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Project location

Location to be used only as a reference. It could indicate city/country but not exact address.

Cite: “Hanna Boutique Hotel / Persian Garden Studio” 02 Aug 2019. ArchDaily. Accessed .

想阅读文章的中文版本吗?

© Afshin Ghaderpanah

Hanna 精品酒店,源自巴列维王朝时期的建筑改造 / Persian Garden Studio


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Xizhou Li's Residence / Studio MOR thumbnail

Xizhou Li’s Residence / Studio MOR

Xizhou Li’s Residence / Studio MOR

Xizhou Li's Residence / Studio MOR, © Yan Zhang

© Yan Zhang


© Yan Zhang


© Yan Zhang


© Yan Zhang


© Yan Zhang






+ 26



  • Architects

  • Location

    Xizhou, Xiangshan, Zhejiang Province, China

  • Category

  • Lead Architect

    Le Li

  • Client

    Anjun Li, Shixiang Zhou

  • Area

    258.0 m2

  • Project Year

    2017

  • Photographs

  • Manufacturers

    Loading…


    © Yan Zhang

    © Yan Zhang

    Text description provided by the architects. The site is located near the main intersection of Xizhou Town; right in front of a triangle-shaped park attached to a small parking lot. There are village roads on the north and south side of the house, neighbor’s building on the east side, and open space on the west. The open space on the west side interestingly formed a semi-public courtyard with a well in the center, where villagers often drop by to do their daily washing.


    © Yan Zhang

    © Yan Zhang


    © Yan Zhang

    © Yan Zhang

    The building is not only designed for residential use, but also includes the function of a Laundry Shop that my family has run for years. The Laundry Shop is on the north side of the ground flooring, facing the triangle-shaped park. You can get a clear view of the façade and its structure from the park in front. The west and south side of the house are both receded from the boundary. The receded gray space is filled with garden and a balcony, to create a gentle interaction with the neighbors.


    © Yan Zhang

    © Yan Zhang


    Section A

    Section A

    Kitchen and foyer are located on the ground floor to form a casual gathering place for both the family and visitors from the neighborhood. Living room, tea room, and balcony/garden are interconnected as a large open space on the 2nd floor. Settle changes are applied on both the ceiling height and floor level to imply the change of function and compose a sense of ambiguity. Space becomes more private towards the top floor, where guestroom and bedrooms are located.


    © Yan Zhang

    © Yan Zhang

    The use of material also embodies a sense of ambiguity; white paint, brick walls, various marble stones, Corian, matte and polished tiles, mosaic tiles, bluestone slabs, metal plates, and aluminum; all in different textures. Wood material selection are, Walnut, Cherry, Lapacho, Fir, Pine, etc; different finish colors but similar texture. There are few metal objects placed throughout the house to enhance a paradoxical state; such as: railings, lightings and handles.


    © Yutian Zhang

    © Yutian Zhang


    © Yan Zhang

    © Yan Zhang

    For this particular project, all contractors are sourced locally to ensure that they can apply familiar skills, on the other hand they can also practice various construction skills at the same location to enhance diversity and inclusiveness.


    © Yan Zhang

    © Yan Zhang

    View the complete gallery

    Project location

    Location to be used only as a reference. It could indicate city/country but not exact address.

    Cite: “Xizhou Li’s Residence / Studio MOR” 28 Jul 2019. ArchDaily. Accessed .

    想阅读文章的中文版本吗?

    © Yan Zhang

    西周李宅 / Studio MOR


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    aulets arquitectes restores mallorca heritage building for the study of wine thumbnail

    aulets arquitectes restores mallorca heritage building for the study of wine

    aulets arquitectes presents the restoration of a derelict heritage building in felanitx, mallorca, programed for the science and study of wine. the new ‘felanitx oenological station,’ occupies a former residence dating back to the early twentieth century. the proposal is defined by three actions: to make use of the pre-existing structure in a way that showcases the original structural elements and materials, to work with local builders and craftsmen, and to contextualize the building within the world of wine. the inception of the project comprised of the preservation of the salvageable elements, such as masonry walls, the stairs, both the interior and exterior handrails and an original concrete basin. these elements served as a foundation which defined and configured the interior, characterized by expressive brickwork, without alteration nor the addition of elements that undermine them.

    aulets felanitx wine

    all images by josé hevia

    in the design of the felanitx oenological wine station, aulets arquitectes integrated materials which serve to reinforce the presence of the pre-existing ruin. the exterior facades together with interior door and window thresholds are finished in a locally sourced lime mortar, reflective of the original rough stone surfaces. a new concrete slab and wooden roof are supported by the thick masonry walls. ceramic thermal blocks with integrated bottle racks generate new vertical elements, such as the elevator shafts, bathroom, and furniture elements. the roof is both ventilated and insulated with a thick sheet of cork, allowing the building a good performance in response to the demands of the extreme climate conditions in summer and winter. the project makes use of recycled and modified materials, such as the original windows.

    aulets felanitx wine

    the felanitx building originally housed a vineyard in its rear yard which was used to study the attributes of the different varieties of grapes and wine. the intervention aims to express the recovery of the site’s oenological origins with the reintroduction of a small vineyard surrounding the building, generating a wine-making landscape both inside and out. the entry of the building is situated beneath a metal pergola made of the same rebar material as the framework of the vineyards. this metallic structure penetrates the building as a framing for hanging light fixtures. to achieve this effect the concrete beams are installed upside down, exposing this metallic latticework in a way that allows the lights — and vines — to hang. the design team comments on the detail: ‘suddenly the vineyard floor is under the building’s roof.’

    aulets felanitx wine aulets felanitx wine aulets felanitx wine aulets felanitx wine aulets felanitx wine aulets felanitx wine aulets felanitx wine aulets felanitx wine aulets felanitx wine aulets felanitx wine aulets felanitx wine aulets felanitx wine

    project info:

    project name: reform of oenological station

    architecture: aulets arquitectes

    location: felanitx, mallorca, españa

    structural engineer: alfons romero

    client: ajuntament de felanitx

    collaborators: ernest bordoy, lluis martorell

    construction: construcciones marín

    built area: 230 m2

    project date: 2017

    photography: josé hevia

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