Introduction
Entrepreneurship is made of thousands of simple and a few tough decisions. Ethics apply to all the choices made, whether simple or hard. It is, however, when the moment of making hard decisions comes, when real ethics come into application (Carnes-holt et al., 2016) . A decision on whether or not to commit a crime, misappropriate company funds, sabotage a competitor or undertake some insider trading are all easy decisions. Granted, the fate of the company and futures of thousands of employees and their families may depend on any of the above, but it is still a simple choice. The simplicity of choice lies in the fact that any rational individual under the circumstances would know what is right and what is wrong (Cianci et al., 2014) . Therefore, all that an entrepreneur needs to do is apply one of the many standard ethical decision-making procedures to find out what is ethical, then make a simple decision of determining whether or not to act ethically (Carnes-holt et al., 2016) .
When the ethics of the situation is a grey area, then the right decision becomes a matter of conjecture. This entails scenarios where taking any of the steps may be legal and even considered ethically right by some, but the outcomes thereof may not necessarily be moral. The red line between ethical conduct and unethical conduct becomes blurred, yet at the same time, a lot is at stake in the decisions to be made. For a leader, the decision made will affect the company and the followers. Time constraints and inability to consult may also compound the issue making for one of the hardest decision-making processes of an entrepreneur’s career (Parboteeah & Cullen, 2013) . This is because it is the decision taken in such a scenario and its outcomes that establish a legacy of an entrepreneur. Erring on the side of caution could ruin the deal and err on the side of speed could lead to a criminal indictment of the company. At such a time, an entrepreneur faces a challenge on deciding what step to take.
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The greatest enemy of ethics is expediency as in most hard decisions, there is always an easier way out, but in many cases, it takes ignoring ethics or subverting moral issues, if only a little bit. Indeed, many of the most successful leaders in the general and corporate world can remember one single instant where, if it were not for pesky laws, problematic ethical provisions and limiting moral compasses, hard decisions would have been exponentially simplified. A war will be fought in the mind of the entrepreneur on whether or not to follow the legal, ethical or moral route at the expense of the route that guarantees big returns for the organization. In the aforementioned scenario where the moral or ethical situation is not very clear in the first place, the situation is complicated further. On the one hand, there is a blurred ethical scenario where a provision of ethics may or may not apply to a given situation. On the other, there is great profit to be lost or made by the organization and its stakeholders. It would be dangerous to ignore ethics due to the adverse ramifications that will follow (Carnes-holt et al., 2016) . However, the adverse consequences might not happen, leaving guaranteed exponentially high profits for the organization and its stakeholders. In such a scenario, determining whether or not ethics apply to every aspect of the decision becomes as critical as the actual making of the decision itself.
The Decision
According to Giang (2015), Binta Niambi Brown is a young lawyer, still green in the years but successful enough to be entrusted with US$3 billion asset acquisition deal. It is important to note that this is the kind of a decision that could change the lives of thousands of people on both sides of the deal. Further, although Brown is not the overall in charge, she has been entrusted the account by her boss who is out of reach. Some adverse information that might be material to the transaction comes to her attention just when the deal is about to close, and all its term and warranties have been agreed upon. All was well until she came to the knowledge of that information. For the avoidance of doubt in the case she not being informed, the deal would have gone ahead legally, in spite of the facts that inform this new knowledge. To compound the situation, her senior partner cannot be reached and time is of the essence. The simple but exponentially volatile decision that she needs to make is whether or not to inform the client side of the new set of facts. These facts might or might not be material but can easily collapse the entire deal. Upon revelation, the client might either pull out of the agreement or seek to negotiate new terms. If she does not inform them, the deal will go on as planned but might face adversities in the future.
Examination of Key Issues
Several issues make the deal extremely complicated including, the nature of the deal, the magnitude of the deal, the lack of time to make the right decision or investigate further and finally the greyness of rules relating to the situation. These issues are arranged in order of importance from the least to the greatest.
The Nature of the deal
Brown is acting as a legal consultant and point person in an asset acquisition deal between her client, the purchaser and another company that is selling the assets. Among the key issues in this decision-making process lies in the fact that it is a lawyer an associate in a law firm who is taking point position in a commercial transaction. This fact is determined by the very nature of the transaction involved as asset acquisition is among the most complicated of contracts and by its very nature borders on the precipice of lawbreaking . This is the reason why most of the negotiations and decision-making are left to lawyers (Krishnan & Masulis, 2013) . First, asset acquisition deals are all about trying to bend the law without actually breaking it. From a business perspective, an asset acquisition deal is similar to tax evasion and avoidance. One is legal, and the other is not with the difference between the two is mainly a matter of perspective or conjecture.
Asset acquisitions are a means of buying a company that cannot be sold because of legal reasons. A good example of an asset acquisition would be when a company is to be put into liquidation because its liabilities have surpassed its assets to the extent that it can no longer be salvaged. Liquidations are both public and messy with the negative publicity capable of ruining the intangible assets of the organization thus resulting in a massive blow to the overall value of the company. If this happens, all the parties in the transaction lose, including the creditors who have caused the company to be placed into liquidation in the first place. The asset acquisition is the compromise where a willing party agrees to buy all the assets of the organization without actually buying the organization by name (Krishnan & Masulis, 2013) . With the laws of corporate management and outcomes being quite complicated, an asset acquisition borders on illegalities and serious ethical breaches. A careful and competent eye must be kept at all times to ensure that the transaction must not move to dangerous grounds where actual laws are broken, and legal liabilities ensue. Most importantly, when decisions that might be deemed to be illegal are undertaken, the parties involved can always hide behind the mast of attorney-client privilege and related privileges that offer protection to corporations in most large transactions (Krishnan & Masulis, 2013) .
This definition is critical in the context of the instant essay for two main reasons. First, asset acquisitions are not easy to come by, but when they happen successfully, they save very many parties from great ruin. When a company is placed under liquidation, all stakeholders lose. Thousands may lose their jobs, shareholders will lose their equity, and the creditors will lose their chance to recover what is owed. Whoever handles an asset acquisition transaction has a massive burden to ensure that it goes through. For example, if the $3 billion asset acquisition deal fails, it can be resumed as under $1 billion because of how circumstances may have changed in just a few months. The deal going through is thus always critical. The second issue is that no one expects a very clean asset acquisition deal. If it were going to be clean , it would be a stock acquisition and not an asset acquisition. The parties are using lawyers to negotiate the deal because they both understand that there are issues where they might need plausible deniability. The asset acquisition lawyer is, therefore, both an attorney and entrepreneur when handling the transaction. The lawyer has the twin obligations of ensuring that the transaction can go through with only a minimal bending of the law, limited to those areas where the law is not too brittle.
The Magnitude of the Deal
The second issue lies in the fact that there are no straightforward deals that cost US$3 billion anywhere in the world. This is the reason why the law has always made a distinction between commercial law and the law of contract. The commercial law relates to the buying and selling of goods and services. Most of these deals are rather mundane and straightforward . Even if the deal involves the purchase of a ten-second car at US$ 1 million, it is still as simple as paying a certain amount of money for a certain commodity that fits within certain specifications. An asset acquisition worth US$3 billion will instead fall under the law of contract where the law appreciates the complexity of the situation. Nothing in such a deal is in black and white as there are too many moving parts. Details of that deal are bunched into two general categories of material and immaterial with the parties having wide discretion on what to consider material or not (Parboteeah & Cullen, 2013) .
Time Limitation
There is a material difference between facts and truth with the difference being mainly premised on outcomes. If a speeding car is cascading down a slope, there might be a 90% chance that it will result in a fatality. This is a fact. The truth, however, lies at the bottom of the slope where the car might be under control, at rest or in many pieces. The difference between facts and truth in this scenario is the passage of time. When fresh facts come to the attention of the decision-maker, the ideal approach is to wait, evaluate the facts, and arrive at the truth (Parboteeah & Cullen, 2013) . This option is invalidated when there are time constraints as in the instant scenario. Brown must work with facts, and the truth about how they might affect the deal in future cannot be ascertained without more time. Further, being an asset acquisition deal, there might not be time for a do-over. Asset acquisitions happen because there is a high likelihood of time whittling away the value of the assets being acquired. The few months that it might take to renegotiate the transaction might be all it takes for the value of the assets to sink to the point that they are as beyond salvage as the company that owns them. Time is extremely of the essence in the instant scenario.
The Greyness of the Rules and Laws
One of the most complicated common law rules about the transaction is the concept of caveat emptor which when loosely translated means buyer beware . This legal position means that the vendor is not obliged to inform the other party of every negative information relating to a product (Greens, 2014) . The creators of caveat emptor would not have imagined a scenario for its application as fitting as an asset acquisition deal. A party that elects to be involved in an asset acquisition must be interested in the company that is selling the assets. This interest is so high that the party is willing to purchase the assets even if its owners are in trouble as a company, thus making stock acquisition impossible. In this scenario, therefore, caveat emptor shifts the responsibility of evaluating the adversities of a product to the purchaser through due diligence (Greens, 2014) . For example, in the ten-second car purchase decision indicated above, the seller will inform the buyer about the condition of the car, the engine power, the speed, wheel differential and other positive attributes. It would be self-defeating for the salesman to dwell too much for the propensity for accidents , mileage , low resell rates and limited passenger space. As a transaction augments, so does the obligation for due diligence by the parties. It would have been legal , ethical, and morally available for Brown to assume that the new information she had just received is privileged under caveat emptor and keep it to herself. Furthermore, a company that invests US$3 billion must or ought to know what it is getting itself into (Greens, 2014) .
Evaluation and the Ethical Decision-making Process
This being a very complicated decision to make, the best approach would be to use a structure ethical decision-making process to arrive at the plausible options.
Stop and Think
The ethical decision-making process itself begins with decidin on how the decision must be made . Any entrepreneur makes very many small and major decisions on a continuous basis, and it might be hard to miss the opportunity to evaluate prop er decisions in the heat of the moment (Carnes-holt et al., 2016) . Taking time to qualify or disqualify a decision as necessitating a structured decision-making process is crucial. If all decisions are made in a structured manner , nothing important would ever be achieved. However, if all decisions are to be made casually, a lot may be achieved but with a great risk that somewhere in the future it will all fall apart, either through a massive court case or a damaging investigation.
For months, Brown has been working in this asset acquisition, even as she fights with the tyranny of time. Most companies that sell their assets through asset acquisitions are either liable to financing organizations, have a massive legal issue to settle that would cripple the company or are having problems with organizations such as the Internal Revenue Service. These problems and issues usually have a timeframe which Brown and the lawyers of the other company have been working on day and night to beat. Within this period, thousands of simple decisions, hundreds of major decisions and tens of critical decisions perhaps a few potential deal-breaking decisions have been made.
Whenever a decision comes, the first step is to determine where the decision falls. Is it a simple one that can be made through a simple mental resolution? If this is the case, Brown would just pick that information and put it in a save where it would be forgotten. She would then continue preparing for the deal signing which is to take place in a few hours. Is it a major decision that might affect a segment of the deal? If it is, Brown will dig up her law books and the contracts that have already been drawn then determine if they need to be amended with or without reference to the parties. As indicated above, a lawyer in an asset acquisition has extended wide discretionally power. Is it a critical decision that might affect the entire deal or even a deal-breaker? This is where Brown would refrain from making the decision at before completing the seven-step ethical decision-making process. Based on the facts of the case study, the decision was a potential deal-breaker. No other decision should have been made on an interim basis, other than to carefully adhere to the seven-step process as indicated above.
Clarify Goals
Projects are not as important as goals because projects come and go, but goals abide. Every project serves or harms either interim or longer-term goals of an organization. It would be an error to serve long-term goals for the sake of the attainment of interim ones. In this scenario, Brown needs to ask herself what this deal will do to the interim and long-term goals of the company. If it is by far the greatest opportunity for the company, then it is part of long-term goals of the company (Hartman et al., 2014) . This may not be true if it is just one of the many deals in the company. In this scenario, Brown must look beyond this specific deal whose contracts are to be signed within a few hours and into the overall goals which the project of asset acquisition is meant to further. If the asset acquisition is worth 3 billion, this means that the company selling the assets is worth more than 5 billion dollars. A company worth over 5 billion dollars must be benefiting thousands through direct and indirect jobs and also tens of thousands indirectly. Up to a million people might be affected negatively if such an organization fails.
In the modern world, the real power does not lie in statehouses and military basis. The real power lies in the boardroom of a powerful organization. A decision made in the boardroom of Walmart, for example, will affect the lives of hundreds of millions across the world within days. Not even a decision by the US president to go to war can have such a massive interim impact. The goals to be impacted by every important decision is thus one of the major reasons why ethical decisions are made (Cianci et al., 2014) . It is all about determining who gets affected by the decision made and how. Brown would have to consider who will be affected by the decision she will make and how. She would then write down these parties and how they would be impacted then use that information when arriving at the final decision.
Determine Facts
A deal is being settled in a few hours, and there is some troubling information. The facts that need to be digested are those that help determine whether or not the new information falls under caveat emptor or non-disclosure of a material fact (Greens, 2014) . The former means that the deal can go on and the latter may act as a vitiating factor and grounds for suit for breach of contract. An asset acquisition deal has thousands of moving parts and also grey areas. Just as a treaty between belligerents, such a transaction entails careful acts of consensus building, mainly handled by the lawyers involved. Difference laws, rules, and regulations also come into consideration with thousands of hours being spent in deliberations.
Among the important facts, in this case, are who the parties to the asset acquisition are . Normally, they will be more than two, and they will relate differently. For example, Brown's client will be the purchaser. The second main party is the company whose assets are being purchased. There is also the very important third party or parties who are the creditors of the company selling assets. These three teams relate variously, and these relationships will determine how new information will affect the deal. In most cases, by the time consensus is reached, all parties are usually at the end of their respective tethers with a small change becoming the deal breakers. A party may have compromised so much that it hopes that the deal might fail as it no longer seems profitable. The introduction of new information might be the excuse the party needs to pull out. If such as party exists, this is an important fact to be noted.
This also makes one more fact critical to the deal. This fact is what exactly the new information was and its impact on the parties in the present and the future. In every contract, there are two kinds of information. The first is pertinent information that is considered as material facts. Any material fact relating to a deal must be disclosed to the other party as early as possible and in any event, before a transaction has been concluded. However, there is a major exception to the disclosure of a material fact, based on the rule of caveat emptor . Under this rule, most negative material facts that the other party can assume to exist do not have to be disclosed unless the other party expressly seeks for disclosure. If the other party asks and a lie is told or information hidden, a non- disclosure of a material fact has happened. This can be used as a vitiating factor and even cause of accusations of breach of contract. If, however, a potentially obvious material fact is not enquired about, the other party can be considered to have been aware or have assumed the fact. For example, an asset acquisition deal cannot even be considered unless a company is in some form of crisis. Any company would instead go for the more profitable sale of stocks. The company involved in an asset acquisition does not have to state that it is in a crisis as even an entrepreneurship novice would know that. These are among the facts to gather under this segment. The time factor as addressed above is also a pertinent bearing factor in this segment.
Develop Options
This is an important element of planning and entails trying to live in the future and evaluate the destination of each available path. Under the current circumstances, three main options are available. These are ignoring the new information and going on with the deal, sharing the new information with the other party and hoping for the best and finally, stalling for time to evaluate the issue (Hartman et al., 2014) . An entrepreneur will look at possible decisions and where they lead. One of the decisions may be the right one. Philosophers envisage every person alive having thousands of possible lives, but they only end up living one of them. With every decision that the human being makes, they depart from one path that would have led to several other options and stick to a path that also has several other options. Development of options is a planning-based specialty that entails foresight and anticipation. A good decision-maker should be able to aptly judge the future even without having intelligence about what might happen in that future.
For the instant essay, Brown, the main decision-maker had three primary options with each having several variations of choice. The first option was to ignore the information and allow the parties to go on with the signing of the agreement which as indicated was going to happen in a few hours. The second option, which is the one Brown took was the path of full disclosure. This was to determine that the information was material and pertinent and, therefore, must be disclosed immediately. The last option would have been to find a way to create time by delaying the signing of the agreements to arrive at a better understanding of the situation
Consider Consequences
Each of the abovementioned options has consequences. The first option is the best when it comes to interim consequences. A lot of work has been put into bringing the complicated deal to fruition. After months of horse-trading and consensus building, all parties are finally happy. It would be easy to imagine that anything that comes to interfere with the carefully balanced situation is not important enough to consider. After all, if ever it comes to pass, it can always be dealt with as and when it does. After all, it might never come, making any worries about it unnecessary. If, however, a worst-case scenario ensues, then such a decision can bring an entire company down through either litigation or a poor reputation. The material information, for example, can result in a re-valuation of the value of the assets. This might lead to a situation where the purchaser realizes that they had been misled into wasting their investment. Legal terms such as swindling and grand larceny might also be used. If the information that Brown buried could have revealed this, then she and by extension her law firm is culpable. Further, spending 3 billion on a white elephant can also drown the purchasers unless they are a very large and well-funded organization.
The second option of informing the other side can be considered as the toss-a-coin option. This is the option to take the remaining hours before the ink is put on paper to inform the client about the new information. The option is being called the toss-a-coin option because there is no telling what the client will do. Even the best asset acquisition is a risk, and those who undertake the same seek to ensure that the risk taken is mitigated by the gains to be made throug h the transaction. The new information might mean that either the risk is greater or the reward for the risk taken is less than imagined. This would mean that except in the best case scenario situation, the disclosure of the material facts as they are now might not end well. The client might appreciate the honesty but shy away from risking the wastage of billions thus call off the deal. The second possible outcome is the client seeking to renegotiate the deal which might push the other parties too far and thus lead to the deal falling apart. The best case scenario would be for the parties to renegotiate the transaction and still come up with a winning formula, which will lead to an eventual signing of a new deal. One thing is for sure, as long as the disclosure is made, there will be no signing of any deal in the next few hours or even few days. Among the three decisions, this is the most fateful as its repercussion are almost immediate and potentially permanent. Finally, under this option, a good outcome would be the exception, not a reasonable expectation.
Finally, there is the option of stalling for time until a proper evaluation of the deal and the new information is made. Stalling would also give Brown time to undertake several crucial steps. First, it would give her enough time to be able to consult her partner and get advice on what to do about the issue. Secondly, it would enable her to investigate the issue and find out if the new information is accurate and to what extent it is. Thirdly, it would give time for a lawyer to lawyer professional conversation about the new information and what should be done about it. Further, the way forward might be developed between the lawyers so that when Brown presents her problem to her client, she will also have a plausible s olution to go with the problem (Hartman et al., 2014) . The more time taken might even lead to the problem created by the new information to solve itself in one of the many incidental ways through which passage of time solves the issue.
Make a Decision
Deciding under this process can also be called picking one of the options since all the options have already been laid out (Cianci et al., 2014) . The decision can also include an alteration of the available options or the combination of several options to arrive at a feasible alternative. Ordinarily, when a major decision is to be made, a lot of time can be taken to evaluate the options and also consult on the way forward. Time constraints are a major issue in the instant scenario and taking time to evaluate the situation will also be considered as having already made a decision.
This step can be considered as the ultimate step or the penultimate step depending on the decision made. If the decision is made to inform the other side and the deal falls apart, this is the last step. If the first or second option is taken, the final step of evaluation will result where the decision may be changed depending on what happens after (Carnes-holt et al., 2016) .
Evaluation and Monitoring
Ordinarily, making the decision is not the last step as every decision made leads to the need for the making of other decision. Decisions lead to processes and activities which need to be closely monitored and evaluated to ensure that they are acting as intended. Major decisions have many moving parts which need to be assessed and evaluated. This is because secondary aspects of a decision may not go as expected or anticipated. This will automatically lead to the need to adjust the decision, correct it or revert to the point where the decision was made if possible. The ability to monitor, evaluate and make amendments is also an important basis for the making of any decision in entrepreneurship (Cianci et al., 2014) . In the case decision leads to a scenario where monitoring and evaluation are not possible, that might not be the right decision to take.
Recommendation
According to Giang (2015), Brown took the second option, informed the client and everything went well. She was able to work together with all parties available and enable them to come up with a feasible secondary agreement. This was commendable, but only because all worked out well. A careful analysis of the situation will reveal that this was not the right decision to take, at the very least not immediately. Brown unilaterally sat in her office and tossed a US$ billion coin. Fortunately, it fell on the right side. But, it could as well have fallen on the wrong side leading to a cancellation and even a lawsuit. There is no entrepreneur alive, no matter how experienced who should unilaterally make a US$3 billion decision without consultation or further investigation. Further, there is no overnight asset acquisition deal. This deal might have taken years to bring together, and a few weeks could not hurt. The right option was to wait and make the rig ht decision, under the right circumstances.
References
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