WTF Just Happened with Alo, Cody App, Kino and the Instagram Yoga Community

WTF Just Happened with Alo, Cody App, Kino and the Instagram Yoga Community

In this Instagram blowout between Alo, Cody App, and teachers Dana Falsetti and Kino MacGregor, the yoga community revealed—in both supportive and damning comments—how complicated yoga business and social media can be.
Dana Falsetti Social Media Instagram Influencer

On December 6, 2017, Dana Falsetti was at home when she was served legal papers by Cody Inc., an online platform that sells video training programs and had just been acquired by Alo, LLC, a yoga apparel company for defamation and trade libel.

You’re probably familiar with this story by now: On December 6, 2017, Dana Falsetti was at home when she was served legal papers by Cody Inc., an online platform that sells video training programs and had just been acquired by Alo, LLC, a yoga apparel company. Cody was suing the 24-year-old yoga teacher, body positive advocate, and (now former) Cody instructor for breach of contract and trade libel, which they claimed Falsetti committed in a short-lived Instagram Story about the then-confidential Cody-Alo merger. On December 8, Alo also filed a lawsuit against Falsetti for defamation and trade libel.

In Falsetti’s Insta Story, she harshly criticized Alo, saying that the brand “lies,” “perpetuates body shame,” and that an Alo executive faced “sexual harassment/assault allegations." The contentious post was triggered by an email Cody had sent its subscription-based customers advertising Alo apparel, which Falsetti claimed “led her students and followers to ‘reasonably’ believe she was affiliated with Alo,” causing them to express “concern and disappointment” about her new relationship with a company that they viewed as “antagonistic to her advocacy for the health and wellness of large-bodied persons.” Falsetti countersued for breach of contract and equitable indemnity, stating that the acquisition violated her Talent License and Release Agreement because it harmed her reputation.

Her counterclaim was dismissed by the court on March 8, 2018, and the Cody/Alo lawsuits were settled out of court on April 12, but what ensued on social—in both supportive and damning posts and comments—continues to ripple through the community and reveal how complicated the marriage of yoga business and social media can be.

Social (Media) Justice?

A few months after Cody and Alo sued Falsetti, Ashtanga yogi, Cody instructor, and Instagram celebrity Kino MacGregor (@kinoyoga)—with 1+ million followers—stepped in to defend Falsetti, and the yoga community broke into unprecedented, sometimes crude and aggressive commentary regarding the true nature of yoga and yoga business. MacGregor posted on her Insta that “If yogis enter business, or even seek to make money off of yoga, the yoga should always come first. Any brand or brand owner that seeks to capture the hearts of yogis would be held up to the moral and ethical standards of the practice itself.” She linked to an opinion piece on Elephant Journal in support of her fellow Cody teacher, and launched a crowdfunding campaign that raised more than $50,000 to assist with Falsetti’s legal fees. While this post received almost 24k likes and some commented that they unfollowed and planned to boycott Alo in response to her message, others said that it’s not Kino’s place to criticize others for not behaving yogically, especially since she, too, has an apparel line and her own business, OMstars—a video platform similar to Cody’s. At the same time, Falsetti (@nolatrees, 330k followers) who had kept lawsuit details and references off social media received thousands of messages supporting her outspokenness and lauding her as an inspiration.

Kino MacGregor Instagram image Alo lawsuit

Kino MacGregor spoke up on Instagram siding with Falsetti, which ignited a myriad of responses—both positive and negative—revealing just how delicate yoga business and social media relationships can be.

MacGregor’s siding with Falsetti stemmed, in part, from her own negotiations with Alo. “For me, personally, it was reaching a stalemate,” Kino told YJ. “The line was drawn when they filed the lawsuit against Dana.” According to Alo, acquisition of OMstars was part of that negotiation. “Kino MacGregor was negotiating the sale of her yoga platform to Alo in late October for more than a million dollars," an Alo spokesperson told YJ. MacGregor, however, says she never intended to sell her company. “I wanted to keep an open mind and hear what Alo and Cody were creating. They made me a multi-million dollar offer and told me they would glorify me and make me their ‘special voice.’ I told Paul [Javid, co-founder of Cody] and Marco [deGeorge, co-founder of Alo] thank you for the offer, but no thanks. I didn’t like the direction they were going and how they think about yoga, and didn’t want to be affiliated with them. I told them that I am running OMstars and their offer didn’t take my channel into account.”

Tension between Alo and MacGregor may have been the catalyst for a blog postshe wrote on her own site in December that discussed subliminal marketing and brand transparency. In the post, MacGregor encouraged consumers to “vote with your dollars and boycott their products” if they see big companies “monopolizing the message of yoga.” The post also mentioned the Instagram accounts @YogaInspiration, @YogaGoals, and @YogaChannel—all of which include images of yogis wearing Alo apparel. Alo does own all three accounts, but only @YogaInspiration’s profile mentioned Alo, and while @YogaGoals had an Apple app store link to the Alo Yoga Poses app, it did not mention Alo explicitly. After MacGregor posted the blog, Alo sent her a cease and desist letter. According to the Alo spokesperson, “Kino had violated the terms of her contract with Cody".

Shortly before Falsetti announced that the lawsuits were settled out of court, MacGregor received a subpoena—served to her after class in Birmingham, Alabama, as she was talking to students—on the grounds of “discoverable information,” or evidence that could be used in the Alo, LLC v. Dana Falsetti case. On our publishing date, MacGregor was still in negotiations with Cody and Alo regarding her contract and content use.

After the lawsuits, the yoga community broke into unprecedented, sometimes crude and aggressive commentary regarding the true nature of yoga and yoga business. 

After the lawsuits, the yoga community broke into unprecedented, sometimes crude and aggressive commentary regarding the true nature of yoga and yoga business.

Yogic Values Scrutinized: The Yoga Community Backlash On Social Media

The dialogues that originated with the lawsuits took a sharp turn when Instagram commentary among yogis started to heat up to dramatic levels—challenging one of the most sacred yogic principles, ahimsa (non-violence, non-harming). People, many of whom are yogis themselves, condemned those with an opposing point of view. It wasn’t just Falsetti and MacGregor who receive insensitive feedback; several prominent Alo ambassadors (who were listed in the Elephant Journal piece) were shamed for their partnerships with the clothing company. Even more troubling was the competitive back-and-forth among strangers. “People are encouraged by social media and are soapboxing each other on comment platforms and stories,” says Waylon Lewis, editor-in-chief of Elephant Journal who published MacGregor’s opinion piece. “They split into sides and no longer view the opposing side as a good human being. Everything gets rancorous. It’s the fake news-isation of yoga.”

While this type of behavior may be surprising given that it’s happening in the yoga community, it shouldn’t be. Social media thrives on extreme behaviors, amplifying conversations with incredible speed. The juxtaposition between spiritual agendas and commodification—after all, we spend time and money on yoga mats, teachers, malas—can breed strong feelings if a conflict questions one’s investment in a yoga practice. “Yoga is many things to many people,” says Andrea Jain, associate professor of religious studies at Indiana University-Purdue University Indianapolis and author of Selling Yoga: From Counterculture to Pop Culture. “One of the upsides [of social media] is that yoga can be tailored to fit the needs of individual audiences so they can see themselves in the yoga world. The downside is that it provides a forum for people to claim authenticity and ownership [of yoga] and to verbally abuse those who they think are straying from the right path.”

Briohny Smyth (@yogawithbriohny), an Alo ambassador with over 100k Instagram followers and one of Cody’s top coaches, felt the effects of the community split first-hand. Days after MacGregor’s Elephant Journal article, the numerous DM requests for her opinion prompted Smyth to address the story. She wrote: “I have no personal issue with anyone in this drama, in fact, I have a lot of love for them all…Business is business. After reviewing the facts, I believe that an amicable settlement could’ve been reached if people were being sensible and not reactive.” This unleashed a flood of commentary—many applauded her thoughts, and just as many threw out insults, calling her “stupid,” and “money-hungry.” “It’s time for us to reexamine what yoga has become instead of sit there and hate it,” Smyth tells YJ in response to reactions on her posts. “We want to cultivate community, not create community through hate.”

When MacGregor started the conversation regarding the Falsetti lawsuits, her hope was that if people chose to speak out, her call to action would be handled with maturity and responsibility, she tells YJ. “Anger does not equal hate,” she adds. “I never ever, ever, directed anyone to hate or send hate messages to anyone. I am utterly heartbroken how it has all turned out.”

The lesson we can all learn here is that trying to align the message of yoga with a single entity is counterproductive. “I would encourage yoga practitioners to think of yoga as a large system,” says Jain. “We are driven to respond impulsively [on social media]. When you see something that angers you, sit back and reflect and think critically before forming an opinion or stance. It’s not necessarily about this figure or that corporation, it’s about the system in which they are functioning—capitalism.”

‘Amicable Resolution’ Between Alo, Cody App and Dana Falsetti

After Falsetti reached her own resolution with Cody and Alo, she posted a public statement via her Instagram account, admitting that she made some mistakes. “If I could go back and do it all again, I would do more fact-checking and seek a non-reactive path to expressing my concerns…” she wrote. “I failed to completely understand a contract that I signed, and that is my own fault…I spoke out of a desire to be transparent to my community and true to my work.”

While the details of the resolution were not made public, the issue of Falsetti’s content has been addressed. “Members of Cody who paid for Dana’s content are still able to access it,” says the Alo spokesperson. “However, her content has been delisted from the Cody platform. We are pleased that we came to a resolution with Dana and wish her the very best.”

As for Falsetti, she feels that at least her lawsuits sparked dialogue about important issues (like body image and how stereotypes are reflected) relevant to the yoga community now. “The foundation of a yoga practice is that we need to be listening to the experiences other people are having,” she told YJ. “People are mad about the disconnect that exists between the yoga and wellness microcosms [on Instagram].” Her hope is that these comments are parlayed into actual in-person conversations that reach people on a deeper level, bringing awareness to stereotypes and biases, she said.

“For me, yoga is social justice,” says Falsetti. “My yoga practice is not just asana, but uplifting marginalized communities, having tough and often controversial conversations, and expanding awareness. If anything positive has come from the publicity of this situation, it seems to be the dynamic conversations communities are engaging in. The topics at hand: commodified yoga and wellness, diversity in marketing, transparent advertising, freedom of speech, ethical practices, the intersection of capitalism and spiritual practices, ableism, fat bias, and so many others, are important. They matter. Let’s not shut them down.”


Leschi Dearborn House in Seattle by JW Architects

Leschi Dearborn House in Seattle by JW Architects

Architects: JW Architects
Location: SeattleWashingtonUSA
Year: 2015
Area: 3,127 sqft / 291 sqm
Photo courtesy: Lara Swimmer

This house is intended to express northwest local cedar proceeding from the back to front. The structure of the living region additionally streams easily from the outside to the inside. The substantial kitchen with far reaching island is perfect for exciting. This home components ageless materials to guarantee that it ages nimbly. The deck reaches out over the whole of the rooftop and gives clearing perspectives of Lake Washington and both Mount Rainier and Mount Baker.

Leschi Dearborn House in Seattle by JW Architects-01Leschi Dearborn House in Seattle by JW Architects-02Leschi Dearborn House in Seattle by JW Architects-03Leschi Dearborn House in Seattle by JW Architects-04Leschi Dearborn House in Seattle by JW Architects-05Leschi Dearborn House in Seattle by JW Architects-06Leschi Dearborn House in Seattle by JW Architects-07Leschi Dearborn House in Seattle by JW Architects-08Leschi Dearborn House in Seattle by JW Architects-09Leschi Dearborn House in Seattle by JW Architects-10Leschi Dearborn House in Seattle by JW Architects-11Leschi Dearborn House in Seattle by JW Architects-12

Thank you for reading this article!



#藥師寺 #藥師如來 #古都奈良的文化財 #定格的音樂








這座1300年前的建築,無論外觀與構造上,皆充滿著各種巧思與設計。東塔看似是六層塔,但其實為三重結構,其中三層規格較小的被稱為「裳層」,不僅是用來裝飾,也能分散強風吹拂的力道,而塔頂相輪上部的水煙由4片銅板鑲合而成,上頭雕塑24座飛天天女,展現出靈動活潑的線條,被鑽研東洋美術史的美國學者Ernest Fenollosa譽為是「定格的音樂」。而東塔最重要的部分為貫串整座塔中心的「心柱」,它具有良好的防震效果,讓東塔屹立不搖於千年,但心柱受白蟻侵蝕,導致嚴重空洞化,修復工程刻不容緩——說刻不容緩可能也不準確,因為比起時間的迫切性,更要著重於維持「原貌」。














《 Alan Walker – All Falls Down (03:41) 》

《 Alan Walker – All Falls Down (03:41) 》

Anatomy 101: Can You Safely Jump Back to Plank?

Anatomy 101: Can You Safely Jump Back to Plank?

Learn what muscles are activated when you jump back to Chaturanga or Plank Pose, and how to do it safely.

Rick Cummings

At some point, most yogis will be cautioned during Sun Salutations or vinyasas to “never jump back to Plank Pose—only to Chaturanga Dandasana (Four-Limbed Staff Pose). But this warning doesn’t exist in the fitness world, where jumping back to Plank is part of one of the most popular bodyweight exercises: the burpee.

This basic exercise is simple— start standing; jump straight up; bend forward, and place your hands on the ground; jump back to Plank, then hop your feet to your hands, and repeat. Sound familiar? Eliminate the initial vertical jump, add a backbend (Cobra or Upward-Facing Dog) and Down Dog, and you have a classic Sun Salutation.

According to Mark Singleton’s book Yoga Body, it was Tirumalai Krishnamacharya—the grandfather of Western yoga—who borrowed the jumpback to Chaturanga from Western gymnastics in the 1930s while he was developing the system that became Ashtanga Yoga. With most modern forms of vinyasa and Power Yogaspringing from the Ashtanga lineage, jumping back to Chaturanga became widespread and is now included in most vigorous yoga classes in the West. But given the shoulder and wrist injuries that are emerging lately, it seems like a good idea to revisit a few commonly circulated misconceptions about the biomechanics of the transition.

See also Why You May Want to Start Cross-Training for Chaturanga

First, let’s look at one myth you’ve likely heard: Jumping to Plank is jarring on your joints, forcing your wrists, elbows, and shoulders to absorb shock that would otherwise be dispersed by bending the elbows into Chaturanga. This misconception seems to be based on the false premise that because Plank Pose is a bone-stacked position, the ligaments and tendons within your wrists, elbows, and shoulders must absorb more impact on the landing than they would in Chaturanga.

However, a 2011 study in the Journal of Bodywork and Movement Therapies showed that the muscles around your wrists, elbows, and shoulders have to produce more torque (a rotational force) in the Chaturanga position (with bent arms) than in Plank Pose (with straight arms). This finding also holds true for jumping back to these poses. Think about it: When you jump back to Plank, your shoulders stay stacked above your wrists, and your elbows stay relatively extended or straight, which means the muscles around your elbows don’t need to produce as much torque as they would for a Chaturanga landing. Instead, the larger (and in most bodies, stronger)muscles around your shoulders and back control the movement, which makes you less susceptible to injury in your shoulders, elbows, and wrists.

See also Building Strength for Chaturanga

Another misconception about landing in Plank Pose is that the bone-stacked position leads to ligament strain. Strain is simply a change in length from an original state—a.k.a. a stretch. So, when you stretch your body, you experience strain, which means strain itself is not synonymous with injury.

Injury occurs when you stretch your tissues beyond their capacity to bounce back. For example, when you bend your elbows into Chaturanga, the ligaments and tendons crossing the joint have to stretch. Ligaments and tendons only undergo strain when a joint is flexed or hyperextended—not when bones are stacked. In Plank Pose, the ligaments and tendons crossing the elbow joint don’t change lengths—which means they aren’t strained.

Finally, you’ve also likely heard the myth that jumping back to Plank Pose is harder on your lower back than landing in Chaturanga. It’s true that if your core isn’t engaged when jumping back to either Plank or Chaturanga, your lower back can sag. This, in turn, can compress the facet joints—the points of articulation between the vertebrae that allow your spine to flex and extend—and lead to bone degeneration if done repeatedly over time.

On the flip side, if your back is over-rounded on either landing, your abdominal muscles can create too much torque on your vertebrae, which can lead to compression in the discs, resulting in injury. Prevent either scenario by jumping back to either pose with an engaged core, which will keep your spine neutral.

See also Strengthen Your Shoulder Muscles + Improve Shoulderstand

Enter the Biomechanics Lab

When we weren’t able to find scientific research examining the biomechanical differences between both transitions, we headed to the Applied Biomechanics Lab at the University of Colorado, Boulder, to investigate. The lab has a 10-camera motion-capture system and special plates that record ground reaction force—the force the ground exerts onto the body in reaction to body weight exerting force onto the ground.

We placed sensors on a yogi’s hands and lower back as reference points to determine where the center of gravity moved during these two transitions. The verdict: Peak vertical ground reaction force—the highest ground reaction force in the vertical direction—was equal for both transitions (about 1.5 times body weight). That means neither landing can actually be classified as more jarring.

In fact, the peak vertical ground reaction force in both jumpbacks was closer to that of walking (1.3 times body weight) than running (2.5 times body weight). That means that with the required strength and proper form, jumping back to either Plank Pose or Chaturanga produces only a slightly higher impact on the body than walking.

See also Anatomy 101: Why Anatomy Training is Essential for Yoga Teachers

Next, we did some follow-up testing to measure the ground reaction forces on the subject’s hands and feet separately during both transitions. As it turns out, jumping back to Chaturanga resulted in a ground reaction force at the upper body that was 10 pounds more than jumping back to Plank (7 percent of the model’s body weight). Yet the reverse was true when jumping back to Plank: It was easier on the shoulders and wrists, but slightly harder on the feet—about additional eight pounds of ground reaction force (5 percent of the model’s body weight).

Perhaps our most important finding was that the center of gravity stayed closer to the hips in the jumpback to Plank and moved about four inches closer to the head in the jumpback to Chaturanga. That means, when combined with ground reaction force, more body weight has to be supported by the arms in the jumpback to Chaturanga, which increases the amount of torque your shoulders, elbows, and wrists must produce in order to land and maintain safe joint positioning in Chaturanga. The more muscular force required, the more opportunity for injury—particularly at the joints if the muscles around them can’t produce enough force to land or hold Chaturanga.

Anatomy of a Jumpback

Wondering what muscles are activated when you jump back to Chaturanga or Plank Pose? Here they are.


See also A Yogi’s Guide to the Shoulder Girdle + Its Actions

The Jumpback to Chaturanga vs. Plank

We tested the ground force reaction—the force the ground exerts on a body in contact with it—of both jumping back to Plank Pose and Chaturanga. Our key findings below indicate that there is not much difference between jumping back to Plank Pose or Chaturanga when you look at the combination of ground reaction force and center of gravity.

Jumping back to Chaturanga resulted in a ground reaction force at the upper body that was 10 pounds more than that of jumping back to Plank (which amounts to 7 percent of the model’s body weight).

Though jumping back to Plank was easier on the shoulders and wrists, it was slightly harder on the feet by about 8 additional pounds of ground reaction force— 5 percent of the model’s body weight.

See also Dolphin Plank Pose


So Which Jumpbacks Should You Practice?

Now that you understand the biomechanics of both jumpbacks, you can make informed choices about the best transition for addressing your needs and goals—and, if you’re a teacher, those of your students. Here are some recommended guidelines:

Step back to Plank and lower through Chaturanga to the ground if you’re looking for the option with the least potential for injury. It’s a great choice for beginners and yogis with sensitive wrists, elbows, shoulders, lower backs, or poor foot mobility.

Jump back to Plank if you can hold Plank Pose with good form (upper back muscles engaged and no sagging in your lower back) without pain and you want to introduce an additional challenge. Just be sure to keep this movement safe by jumping back to Plank Pose with your core, arms, and shoulders engaged and your arms relatively straight.

Jump back to Chaturanga if you can hold the pose with good form (with your upper back muscles engaged, no sagging in your low back or belly, and your shoulders in line with your elbows) and can also successfully jump back to Plank and lower from Plank to Chaturanga without pain. When you practice this, keep your core and shoulders engaged—and stop if you feel any pain or discomfort in your joints.

See also DIY Plank Challenge: How Long Can You Hold It?

About Our Pros
Author and model Robyn Capobianco, PhD, is a yogi whose curiosity about the science of yoga led her to a doctoral program in neurophysiology. She brings more than 20 years of yogic study, practice, and teaching to her scientific research on the neural control of movement. Her research aims to fundamentally alter the way yoga teachers teach—and provide the scientific foundation that she feels is missing from the yoga community. Learn more at

Jana Montgomery, PhD, is a lifelong learner and athlete. Her passion for science and sports led her to pursue her PhD in the biomechanics of human movement. Her research specializes in understanding how external forces or equipment affect the way people move­—specifically adaptive equipment and technology. Learn more at


《 Alan Walker – Spectre (03:27) 》

《 Alan Walker – Spectre (03:27) 》

Villalagos Chakra 11 by Kallos Turin

Villalagos Chakra 11 by Kallos Turin

Architects: Kallos Turin
Location: Uruguay
Year: 2014
Photo courtesy: Juan Hitters


Thank you for reading this article!


《 Alan Walker – Sing Me To Sleep (03:12) 》

《 Alan Walker – Sing Me To Sleep (03:12) 》


#上班不囧 #職場必備 #武林秘笈



書名:上班不囧--職場必備法律常識(勞基法新制上路最新修訂版)(link is external)


第8章 公司併購,員工去留?









假如公司的併購案件屬於企業併購法(簡稱企併法)規定的併購案件,依照該法第 16 條規定,新公司在併購基準日三十天前,應以書面載明勞動條件,通知商定留用的員工。而收到通知的員工,應該在十日內通知新公司是否同意留用。假如受通知的員工沒有在十日內表達是否同意留用,就被視為已經同意留用 (默示同意)。要特別注意的是:企併法規定的通知程序以及默示同意機制,與勞基法第 16 條規定的預告期間(依年資而定,為十日至三十日)並不一致。如果公司的併購案件屬於企併法規定的併購案件,必須適用企併法程序;但如果公司的併購案件不屬於企併法的併購(例如只是少部分業務及人員的移轉,或是兩家外國公司的台灣分公司之間的移轉),那麼仍需依勞基法規定程序進行,並無「默示同意」的適用。



1. 新公司承認年資:依企併法第16條第2項規定,留用員工於併購前在舊公司累積的年資,新公司應予以承認。也就是說,留用員工在舊公司累積的年資,將一併帶到新公司去, 如同其僱傭關係沒有中斷過一般。

這條規定,對於留用員工在舊公司有勞基法退休年資(即「舊制」年資)的情形時,特別有實益。依勞工退休金條例的規定,該條例於民國94年7月1日實施後,所有新成立的僱傭關係都要適用該條例規定的退休制度(即「新制」)。 如果沒有企併法第16條第2項的規定,則因勞工退休金條例的原則規定,在員工移轉到新公司時,即必須全部適用新制。但因為企併法第16條第2項有特別規定,如果是適用該 法的併購案件,員工在舊公司為適用舊制者,在移轉至新公司時,還是可以繼續留在舊制。

2. 舊公司結清年資:雖然企併法第16條第2項規定,留用員工於併購前在舊公司累積的年資,原則上應由新公司予以承認。實務上,併購雙方仍可能希望留用員工不要將累積的年資帶過去新公司。如果希望留用員工加入新公司時,其年資能夠「歸零」,可以由舊公司先與留用員工協商,將員工的舊公司年資先行結清,留用員工再依零年資加入新公司。


在併購案件中,新舊雇主可商定留用哪些員工,而被留用者也可選擇是否接受。因此,可能有部分員工因為沒有被留用或拒絕留用,而無法移轉到新公司。對於這些不移轉的員工,依照企業併購法第17條規定,應該由舊公司依照勞基法的規定進行資遣。公司應該要依勞基法規定為預告或給付預告期間工資,並且給付退休金或資遣費後,終止僱傭關係。值得留意的是,依照民國104年7月8日修正、105年1月8日施行之企業併購法第17條第2項,員工同意留用後,如於併購基準日前因個人因素不願留用,雇主亦應依法發給資遣費或退休金。相較於修正前之企業併購法第 17條,現行企業併購法第17條第2項擴大了雇主發放資遣費或退休金之對象。對員工而言,則是放寬其決定是否留任之期限。亦即,如員工原本已同意留用,縱使嗣後(併購基準日前)因個人因素拒絕留用,仍得向雇主請求資遣費或退休金。


在企業併購案件中,依併購雙方的財務需求、員工年資及適用退休金制度的情形,就員工移轉有不同的安排,其影響、利弊各有不同。尤其,針對留用員工在新、舊公司年資如何處理的問題,上述兩種做法皆可行。公司宜綜合考量併購雙方需求,還需 考量員工的意願決定。





公司併購,在國際法及貿易實務上,通稱為merger and acquisition或簡稱 M&A,在市場上是相當常見的商業模式。而 M&A 依當地法令的不同,也有許多不同的面貌,比如說有上市公司用公開市場上收購的方式(我們會常常看到所謂「惡意收購」就是其中之一),或是非上市公司以現金或其他有價值的財產(例如上市公司股票)來收購特定資產等等。

不管是哪一種 M&A,通常都有一些基本的過程,買方一般都會要求做「實地查核」(Due Diligence),針對賣方所要出售的資產或營運做進一步了解,以做為雙方談判的依據及最後價金的計算。而其中要了解的項目很多,包括公司的財務狀態、重要合約、政府執照、主要資產等。其中很重要的一塊,就是員工。而買方在看員工這一塊時,其實有兩個觀念。一是看看有沒有風 險,比如員工與公司之間有沒有法律糾紛、退休金有沒有足額提撥等等。另一個觀念是把員工視為一個主要的資產,也就是為什麼要進行 M&A 的一個主要原因,這在高科技產業尤其明顯。買方可能會要求賣方在交割之前,能確保與一些重要的員工或經理人簽署較長期較嚴謹的僱用契約,或是有一些其他的安排。

買方在實地查核中,針對勞工議題,還應注意公司與經營團隊的委任,或僱用合約中是否有「黃金降落傘」(Golden Parachute)條款。公司的經營階層為因應併購時發生更換經營階層(change of control),通常會與公司簽有特別補償約定,一般稱為「黃金降落傘」。買方要特別注意是否有該類約定,而從買價扣除。「黃金降落傘」通常也訂有股權激勵計畫(option incentive) 及高額離職金的約定,就算買家願意支付此等優惠,還需注意請該高階經理人簽署離職保密協定、禁言條款、保證條款,以免產生爭議。


《 Alan Walker – Sky (01:02:17) 》

《 Alan Walker – Sky (01:02:17) 》

無數生命構出西部大川的色彩 與溪神同行(下)

無數生命構出西部大川的色彩 與溪神同行(下)






















※ 本文撰寫由人禾環境倫理發展基金會及肯夢AVEDA 支持合作
※ 本文原載於2018年03月30日人禾基金會「從河說起」部落格


《 Alan Walker – Hope (04:39) 》

《 Alan Walker – Hope (04:39) 》

不要古蹟再自燃 文資全國會議9月登場 12場分區論壇先開跑

不要古蹟再自燃 文資全國會議9月登場 12場分區論壇先開跑

環境資訊中心記者 賴品瑀報導


















《 Alan Walker – Force (04:00) 》

《 Alan Walker – Force (04:00) 》

中市找上中科 為改善后里淹水 綠地擬改造滯洪池

中市找上中科 為改善后里淹水 綠地擬改造滯洪池

環境資訊中心記者 賴品瑀報導














《 Alan Walker – Faded (03:33) 》

《 Alan Walker – Faded (03:33) 》

Wet wipe pollution ‘changing the shape of British riverbeds’

Wet wipe pollution ‘changing the shape of British riverbeds’

More than 5,000 wet wipes found in an area next to the Thames the size of half a tennis court

The River Thames
 The River Thames. Photograph: Amer Ghazzal/REX/Shutterstock

Wet wipes are changing the shape of British riverbeds, campaigners said after finding more than 5,000 of them alongside the Thames in an area the size of half a tennis court.

Thames 21, a London environmental organisation that cleans up rivers and canals, retrieved 5,453 wet wipes during an operation last month in 116 sq m of the Thames embankment near Hammersmith. The haul was an increase of nearly a thousand over last year’s total (which took place on a larger riverbank area).

“You need to go at low tide to see the mounds forming,” said Thames 21’s Kirsten Downer. “The Thames riverbed is changing. Wet wipes are accumulating on the riverbed and affecting the shape of the riverbed. It looks natural but when you get close you can see that these clumps are composed of wet wipes mixed with twigs and mud.”

Wet wipes are now a booming industry with their own conference and even a “moist towelette” online museum. The sector is busily innovating, and alongside baby wipes you can now buy personal care wipes, household wipes, industrial wipes, pet wipes and speciality anti-malarial wipes. The sector is expected to grow about 6-7% a year, and to expand from a $3bn international market to $4bn by 2021.

But there is growing concern about the environmental impact. The wipes are usually made of a fabric like cotton woven together with plastic resins such as polyester or polypropylene, which are are not biodegradable. “People get confused and don’t realise that you are not supposed to flush wet wipes down the toilet,” said Downer.

A study last year by Water UK, the body representing the UK’s water and sewerage companies, found that wet wipes made up 93% of the material causing blockages.

Thames 21 is working with City to Sea to raise awareness of the scale of the problem and hope to meet with the Department for Environment, Food and Rural Affairs to discuss improving labelling to make people more aware when they are using non-flushable wipes.

“We want people to realise that this is not just happening on the Thames, but on rivers and canals all round the country,” said Downer. “All the time we were working, people kept coming to ask what we were doing. People are far more upset and concerned about the plastics problem than they ever have been.”


濕紙巾入侵 泰晤士河床變形

濕紙巾入侵 泰晤士河床變形

環境資訊中心綜合外電;姜唯 編譯;林大利 審校


Thames 21是倫敦一個專注於清理河流和運河的環保組織。上個月他們清理漢默史密斯附近泰晤士河堤一處116平方公尺的區域時,撿起總計5453件濕紙巾,比去年的總數(當時清理面積還比較大)增加了近千件。

圖片來源:Thames 21

Thames 21成員唐納(Kirsten Downer)說:「退潮時才看得到這些正在形成的小丘。泰晤士河床正在改變,廢棄濕紙巾堆積在河床上,影響河床的形狀。乍看很自然,近看才發現這些團塊是濕紙巾混著樹枝和泥土形成的。」



去年英國產業組織Water UK一項研究發現,所有造成堵塞的物料中,濕紙巾佔93%。

志工從英國泰晤士河撿回來的濕紙巾。圖片來源:Thames 21

Thames 21正在與海洋環境組織City to Sea合作,提高民眾對這個問題的影響規模的認識,並希望與環境糧食與農村事務部會面,討論如何改進產品說明,讓人們在使用不可沖馬桶的濕紙巾時更加注意。






















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