Gangs and Society

Gangs can have a tremendous effect on society. They have existed for hundreds of years, especially in America. Although gangs are usually created from people who intend to offer safety in numbers, this safety is usually done through acts of crime. This book will explain how gangs and their actions affect society. Chapter one is â€Å"Initiation†. This included getting high with the other gang members, then getting beaten by his new comrades, then going out with a 12 gauge shotgun and ambushing a rival â€Å"set†. Sets are subsets of larger gangs like the Crips or the Bloods.Most gang violence occurs within these gangs between neighborhood â€Å"sets†. For example, Kody's gang, the â€Å"Eight Trays† are Crips and mortal enemies to the â€Å"Rollin' Sixties† Crips. Not only must each set fight their neighboring rivals, but also they are expected to respect the larger scale wars. If a group of sets declare war on another group of sets then your set ma y be expected to take a side. This can result in some very awkward diplomatic situations with Crip sets allied with Blood sets against Crip sets and their allied Blood sets.At one point in the book, the Eight Trays found themselves at war with a previously good ally, because of these larger conflicts. Kody took to the violence. He saw it as the step from childhood into manhood. He was good at it and soon received the gang name, â€Å"Monster†. He willingly and joyfully joined â€Å"Fly†, â€Å"Tray Ball†, â€Å"Huckabuck†, â€Å"Lep†, â€Å"Crazy D† and â€Å"Gangster Cool†. These youths were very much aware of the gangster legends, who had gone before them. This older members were mostly either dead or in jail. They seldom appear in the book, but when they do, there is respect and admiration from the younger members.Kody's goal was to build such a reputation. He even had a three point plan to reach his goal. First, he had to build hi s personal reputation by effectively using violence. Second, he had to build his name in association with his set, so that when his name is spoken his set is spoken of â€Å"in the same breath†. Third, he must establish himself as a promoter of Crip. their activities affect society. Weapons were easily obtained from older members. 12 gauge, . 44, 9mm, . 38 were common. A â€Å"banger† seldom moved about without being â€Å"strapped† with his â€Å"gat†. The war was financed by thievery and drug sales.This was before crack and its associated money made full automatic the weapons of choice. Kody would patrol his neighborhood on his bicycle carrying a loaded hand gun. They shot their enemies on sight. I was frightened at times by the fearlessness, heartlessness, and cold bloodedness of some of the armed guiltless homicides. Avenging assaults, initiation attacks and a peppering of random acts of murder accompany this proclaiming of manhood. One gang member, c hallenged to a private duel, responded, â€Å"I'm a killer, not a gunfighter. † Monster's reputation built quickly. He was a very effective killer.Kody found himself the target of older gang members who wanted him dead. He was ambushed, shot six times. He survived and went right back to banging. It all seemed quite normal to him. He couldn't imagine living life as a â€Å"hook†, a civilian, a victim. He was at war for control of the civilians, the hood, their turf. Killing civilians was frowned upon. There was no glory in civilians, too easy. Some civilians even welcomed and protected the hood's bangers as defenders. Later in the book, while in prison, Kody was recruited into an army of bangers, the Consolidated Crips Organization.That's CRIPS, as in Clandestine Revolutionary International Party Soldiers, defender of the C-Nation, unifier of the warring sets with claim to the Crips name. The older gang members were very aware of the need for more unity between gang mem bers to reduce the crippling infighting. There is much talk and effort placed in creating a Gang. The primary motivation to such unity was surviving the larger scale wars. The Crips were allied with gangs of Southern Mexicans against the Aryan Nazis with their Northern Mexican allies. California prison reads like a race war.This causes me to have nightmare visions of a possible Earth, where the racial and tribal lines of loyalty and disloyalty exists on a bloody worldwide scale. I took comfort in the fact that this book is the story of transformation, from a boy killer to a mature man. Gangs of all levels and types usually have a negative effect on society. Gangs, gang violence and gang wars typically suck up a city or town's police resources because of the sheer number of people involved, lack of witness cooperation and types of crimes connected to gangs.Higher-level gangs that are investigated by the FBI sometimes force the agency to utilize very risky and very expensive resources like high-tech surveillance, informants and witness protection programs. Gangs also can bring down the property value of neighborhoods from the violence and vandalism involved with gang life. Big money investors may shy away from places where they feel that their properties and resources will not be used for fear of gang crimes. Gangs can also drive up prices of local groceries and commodities via their intimidating schemes that force businesses to pay them sums of money in exchange for â€Å"protection. Gangs have been threatening the progression of our society due to the fear that has been put into everyone’s eyes. In my own hometown of Fairfax Virginia, now whenever people hear the police car sirens, the first thought that comes into their mind is someone got shot. Gang violence is not just an issue in Fairfax; gang violence is known to be an issue all over the world. Gang violence seems to be increasing all over the world throughout the years, and it’s becoming a major issue. Many people agree that innocent live get taken due to terror and violence that gangs bring to our society.The lives of young people are being put in danger because most gangs recruit young people as members. The younger members are the ones being sent to kill each other just to gain respect by the older people in the gangs, and the gain reputation in the gang too. Innocent’s people’s house get shot at because of the gangs trying to kill a gang member, and sometimes they end up killing an innocent person. Some people feel the criminal justice system is failing to control the growth and strength of gangs in communities and prisons alike.In today’s society, the age of gang members continues to decrease while the number of them continues to increase. As youth continue to age the chance that they will end up in prison increases. There will be focus on the relationship between prison and street gangs and how society is affected as a result of these gangs . It is important to look at how gang violence can be reduced if not prevented all together Mike Torbert â€Å"The Autobiography Of An L. A GangMember† By: Sanyika Shakur Sociology Paper 3/22/12

Narrative Essays Are a Great Read Essay

Narrative essays and Descriptive essays can be similar but they are different in nature. The narrative essay â€Å"I Want a Wife† is more compelling than the descriptive essay â€Å"Homeless† because the narrative essay has a point of view, uses humor and satire, and uses tone and language that can draw the reader in. â€Å"Narration is storytelling from the perspective of a narrator and the story may be true, false, imaginary, or a combination. A narration can be about past, present, or future events, and it can be short or the length of a novel† (Connell & Sole, 2013, sec. 6.3). A narrative can draw in the audience by telling the reader the story just how it happened or how they pictured it to be without losing someone in thought because they may not understand what they mean when they are using words to describe it a certain way. â€Å"Description is a pattern of writing that can be defined as painting pictures with words† (Connell & Sole, 2013, sec. 6.4). A descriptive essay uses very expressive words to describe specific details. See more: what is narrative writing The reader will have to use the five sense in order to understand what the writer is trying to convey and may get lost especially if the reader doesn’t understand one of those descriptive words. The two essays in this paper that are being compared and contrasted are â€Å"Homeless† by Anna Quindlen and â€Å"I Want a Wife† by Judy Brady. Both essays are being told by the author but through someone else’s eyes but on what the author sees. The beginning paragraph from the narrative essay â€Å"I Want a Wife† reads, â€Å"Not too long ago a male friend of mine appeared on the scene fresh from a recent divorce. He had one child, who is, of course, with his ex-wife. He is looking for another wife. As I thought about him while I was ironing one evening, it suddenly occurred  to me that I, too, would like to have a wife. Why do I want a wife† (Brady, 1971)? This paragraph started off the essay with author’s point of view because she too is a wife. The author was able to identify this by what she does as a wife, how she acted and how she is treated. This can also be the point of view of a man because some men may feel that this is what a wife should do or how a wife should act or maybe someone else who is a wife, because it’s what they do. She made the essay seem like a wife is such a huge deal and that they have such a big job to complete throughout each day. This essay makes the reader stop and think about if this is the way they want their wife to be or if they want to be this way if they are a wife. The descriptive essay â€Å"Homeless†, the author tells her point of view because of a homeless lady she wanted to ask questions to. She perceived her point of view about homeless people from a portrait the lady showed her and what she sees when she looks at the lady and the picture. Both essays have a point a view a reader may agree or disagree with. Not everyone sees a wife as a person who does everything for the household, such as cook all meals, clean the whole house, take care of the kids, and take care of the man. Back in 1971 when the essay was written this may have held true, but in 2014 there are house-holds where the woman is the bread winner and the man will stay home and take care of everything. There are also other relationships where the house hold is 50-50. The husband and wife share duties. As far as homeless people, someone’s point of view may be different than when the author said: â€Å"People find it curious that those without homes would rather sleep sitting up on benches or huddled in doorways than go to shelters† (Quindlen, n.d. para. 7). That was her point of view of what she thinks other people think but in reality, the homeless people may not be able to get shelter so they have no choice but to sleep on benches. With these two essays, the point of view is stronger in the narrative essay beca use most people are wives, or they have a wife and can see this essay as true. The descriptive essay, not everyone is homeless or they may not be around homeless people or know how they interact so they may not understand the point the author is trying to make. The tone of â€Å"I Want a Wife† is written in a humorous, ironic mood. This is what makes this essay enjoyable to read and it’s not boring to the reader. The essay has a â€Å"sarcastic tone which is produced when someone uses heave-handed verbal irony. Verbal irony occurs  when one expresses the opposite of what one actually means (Connell & Sole, 2013). The narrative essay is also of great humor and satire. To any woman reader and maybe some men, they may look at this essay and laugh. The reader may sense the sarcasm in the author’s words. For example, the author says â€Å"If, by chance, I find another person more suitable as a wife than the wife I already have, I want the liberty to replace my present wife with another one† (Brady, 1971, para. 8). This paragraph alones makes you mad but makes you laugh. The whole essay in itself is also written in sarcasm. The writer depicts what a wife should be but is sarcastic in her approach of how she writes it. She always started off with â€Å"I want a wife who will†, and then talks about what she would want her wife to do if she wanted a wife, and how a wife should act. If you did not know the author, you would have th  ought this was written by a man. At the end of the essay, Brady (1971) states â€Å"My God, who wouldn’t want a wife?† shows that this whole essay was of great irony and satire because she talks about what she wants in a wife when she is a wife. This quoted sentence shows exaggeration, just like the rest of the essay. There was no irony or sarcasm or anything to make me laugh in the descriptive essay â€Å"Homeless†. Because of the nature of the essay, there wouldn’t be any humor or satire since it could be considered a sad essay. The author’s tone in â€Å"Homeless† is very serious, yet tranquil. It is serious because the subject is also very serious subject, but serene because she knows that there is a solution for these problems. Quindlen uses this tone to get through to the reader in order to deliver the purpose. The tone is also sad because of the problems of homelessness in the world today. The reader may feel a sense of sympathy when reading this essay because it can be controversial. There is some hyperbole language the author is using in homeless like: â€Å"It was like a thousand houses in a hundred towns, not suburb, not city, but somewhere in between, with aluminum siding and a chain-link fence, a narrow driveway running up to a one-car garage, and a patch of backyard (Quindlen, n.d. para. 2). Brady also uses different figurative language such as exaggeration and repetitiveness in her essay. Through the language you often felt the emotion of the essay especially if you are a wife because you may think about if you have done the things she is stating a wife does. This essay has an emotion appeal to it. It â€Å"has a purpose, its honest and not attempting to mislead, and not used just for  effect or for gratuitous reasons† (Connell & Sole, 2013, sec. 7.3). It is not making personal attacks on wives, but showing how a wife is treated as such and how they are not appreciated. The narrative essay gave a more clear understanding as to the point the author was trying to get a cross. The narrative essay also used a descriptive writing pattern. The language was carefully and particularly chosen and it also evoked emotions to the reader. The narrative essay was of great humor and satire but it also made you think about life as a wife, as to where the descriptive essay was a serious essay that talked about a world issue and the attempt to take action to solve that problem. It lacked the senses a descriptive should have. There was no emotion and no feelings relating to the topic, because the descriptive essay was more of a journalistic essay that talked about problems that needed to be solved. It did not have many words to paint the picture of how homeless people live and what they look like, or how they smell how they get by day to day. The narrative essay had this creative tension that kept the reader interested in what a man or another woman may think of what a wife could be. It kept the writer of this essay interested because she is too, a wife. References Brady, J. (1971). I want a wife. Retrieved from http://bcs.bedfordstmartins.com/everythingsanargument4e/content/cat_020/Brady_I_Want_a_Wife.pdf Connell, C. M., & Sole, K. (2013). Essentials of college writing (2nd ed.). San Diego, CA: Bridgepoint Education, Inc. Quindlen, A. (n.d.). Homeless. Retrieved from http://pers.dadeschools.net/prodev/homelesstext.htm

Bride Wars and Year One

They get the wedding planner of their dreams, Marion St Clair who turns out to be the wedding planner of their nightmares and accidently books their weddings on the same day! Neither of them will agree to change their date, so they become enemies. As the tag line quotes â€Å"Even best friends can’t share the same wedding day. † The cake knives are out, but how will everything turn out? â€Å"Year One† is an American film also released in 2009, it is an example of a romantic adventure comedy. It is about two accident-prone Palaeolithic warriors. Jack Black who plays â€Å"Zed â€Å" is a prehistoric would-be hunter he gets kicked out of the tribe in the forest for eating the forbidden fruit from the tree of knowledge of good and evil. His side kick, â€Å"Oh† played by Michael Cera is a gatherer and turns up to â€Å"try† and save him. The film is about their adventures set in the prehistoric era trying to save their two friends Maya and Eema. Both girls are from their former tribe and have been captured and sold into slavery, on their travels Zed and Oh meet Biblical characters on route to the city of Sodom. Do they succeed in saving them? Although they are of the same genre they couldn’t be more different films. â€Å"Bride Wars† is set in the 21st century, whereas â€Å"Year One† is set in Palaeolithic era, this means there is a very big contrast between them. Bride Wars gives the impression of being a comedy from the expressions on both the actors’ faces. They are both looking straight into each other’s eyes showing a devious look with a comic smirk, in a horror film there would be no trace of a comic smirk. â€Å"Year One† has the aesthetics of a comedy with Jack Black’s expression being apprehensive and confused, his eyebrow is raised. Michael Cera’s facial expression is one of worried eyes which suggests he is just merely a side kick, and doesn’t really have a say in what Jack is going to do next! â€Å"Bride Wars† gives the impression of comedy on the poster, you would never expect brides to have a â€Å"war† or the weapons to be cake knives. Year One† suggests that it is set in prehistoric times, the first year of man, but the title doesn’t really have a comic sense about it, I believe this is why the director cast Jack Black to star in it, he is a very well known for his comedy roles. People will know that a film with Jack as the main character is going to be entertaining and funny so will choose to see it on that basis. The advertising poster for â€Å"Bride Wars† implies some type of confrontation in the plot. In â€Å"Bride Wars† the actors Kate Hudson and Anne Hathaway have a look in their eyes of pure distain. Anne Hathaway is a popular actress with female audiences of all ages. She has featured in many other films such as Princess Diaries, Ella Enchanted, Devil wears Prada and Brokeback Mountain, again she has a good following. In the poster both young ladies are dressed in wedding dresses this helps to emphases the term â€Å"bride† to look more potent, The actors have their hair down, which suggest a fight is about to break out, as brides nearly always have their hair up in an â€Å"updo†. The poster for â€Å"Year One† doesn’t imply a lot, being dressed in animal cloth relates to the title of the film and lets the audience know that this movie is set in pre-historic times. This leads me to think they might have gotten lost in an adventure, their body language looks like they have just seen something that is confusing or worrying to them. The colours used in each poster have soft tones, nothing potent or eye catching. Except the titles as this is what grabs the audience’s attention as they walk past. â€Å"Bride Wars† uses the colour theme of white and cream, these colours are usually associated with weddings e. g. purity, virgin brides, and wedding dresses, this again emphases the term â€Å"Bride. Year One’s theme is a desert landscape with a blue sky, this suggests it’s a hot day and they might be lost. The actors are the main focus of these posters; this suggests that the films revolve around them. The tag lines are intriguing, the tag line for Bride Wars suggests a confrontation within the film, and the tag line for â€Å"Year One† doesn’t give any clues to the plot of the film. This makes the person reading the poster want to learn more about these tag lines and what happens in the film, these help to grab the audience’s attention to hopefully go and see the film to find out more about them. The bold text in the â€Å"Year One† poster against the desert background makes the text stand out in the poster and catch people eye as they see it. The â€Å"Bride Wars† text on the word bride is similar to the text used on wedding invitations and further relates back to the film title. I think both posters have a target audience. Bride Wars is aimed at female teenagers and also would be appealing to female adults as it is about love and marriage. It is a feminine film, these are sometimes referred to as â€Å"chick flicks. † Year One is more of a teenagers film, not quite as girly as Bride Wars so might appeal to a wider audience. Teenagers are big fans of comedies and new movies that have just been released, they feel they can relate to them as they are light hearted and not serious. These posters inform their intended audience about the film, they try to entice them with intriguing tag lines that make the reader interested and wanting to see the film, and as they say â€Å"curiosity killed the cat. † They also inform people about the name, age certificate, genre, actors, and director, trying to persuade them in every way they can to see their film, to make it a success. In conclusion the posters are about as different as the films, â€Å"Year One† gives very little away about what is going to happen in the film so people will be curious to find out more, and perhaps research the film or discuss with friends what it’s about. Word of mouth is the best advert so getting people to talk about the film is a main goal for the poster. On the other hand the poster for â€Å"Bride Wars† lets you know the plot of the film, so when people see it they can make an instant decisions whether it interests them or not. Seeing two brides holding knives makes your imagination run and you just want to know what is going to happen. Both posters have a different target market, which explains why they are so different as they are tailored to appeal to different audiences. The posters have to grab and get the attention and curiosity of the people that they are aimed at and ultimately encourage them to want to go and see the film. Hopefully after seeing the film they will relay their experiences and enjoyment to other people and that will entice them to see the film too! Bride Wars and Year One They get the wedding planner of their dreams, Marion St Clair who turns out to be the wedding planner of their nightmares and accidently books their weddings on the same day! Neither of them will agree to change their date, so they become enemies. As the tag line quotes â€Å"Even best friends can’t share the same wedding day. † The cake knives are out, but how will everything turn out? â€Å"Year One† is an American film also released in 2009, it is an example of a romantic adventure comedy. It is about two accident-prone Palaeolithic warriors. Jack Black who plays â€Å"Zed â€Å" is a prehistoric would-be hunter he gets kicked out of the tribe in the forest for eating the forbidden fruit from the tree of knowledge of good and evil. His side kick, â€Å"Oh† played by Michael Cera is a gatherer and turns up to â€Å"try† and save him. The film is about their adventures set in the prehistoric era trying to save their two friends Maya and Eema. Both girls are from their former tribe and have been captured and sold into slavery, on their travels Zed and Oh meet Biblical characters on route to the city of Sodom. Do they succeed in saving them? Although they are of the same genre they couldn’t be more different films. â€Å"Bride Wars† is set in the 21st century, whereas â€Å"Year One† is set in Palaeolithic era, this means there is a very big contrast between them. Bride Wars gives the impression of being a comedy from the expressions on both the actors’ faces. They are both looking straight into each other’s eyes showing a devious look with a comic smirk, in a horror film there would be no trace of a comic smirk. â€Å"Year One† has the aesthetics of a comedy with Jack Black’s expression being apprehensive and confused, his eyebrow is raised. Michael Cera’s facial expression is one of worried eyes which suggests he is just merely a side kick, and doesn’t really have a say in what Jack is going to do next! â€Å"Bride Wars† gives the impression of comedy on the poster, you would never expect brides to have a â€Å"war† or the weapons to be cake knives. Year One† suggests that it is set in prehistoric times, the first year of man, but the title doesn’t really have a comic sense about it, I believe this is why the director cast Jack Black to star in it, he is a very well known for his comedy roles. People will know that a film with Jack as the main character is going to be entertaining and funny so will choose to see it on that basis. The advertising poster for â€Å"Bride Wars† implies some type of confrontation in the plot. In â€Å"Bride Wars† the actors Kate Hudson and Anne Hathaway have a look in their eyes of pure distain. Anne Hathaway is a popular actress with female audiences of all ages. She has featured in many other films such as Princess Diaries, Ella Enchanted, Devil wears Prada and Brokeback Mountain, again she has a good following. In the poster both young ladies are dressed in wedding dresses this helps to emphases the term â€Å"bride† to look more potent, The actors have their hair down, which suggest a fight is about to break out, as brides nearly always have their hair up in an â€Å"updo†. The poster for â€Å"Year One† doesn’t imply a lot, being dressed in animal cloth relates to the title of the film and lets the audience know that this movie is set in pre-historic times. This leads me to think they might have gotten lost in an adventure, their body language looks like they have just seen something that is confusing or worrying to them. The colours used in each poster have soft tones, nothing potent or eye catching. Except the titles as this is what grabs the audience’s attention as they walk past. â€Å"Bride Wars† uses the colour theme of white and cream, these colours are usually associated with weddings e. g. purity, virgin brides, and wedding dresses, this again emphases the term â€Å"Bride. Year One’s theme is a desert landscape with a blue sky, this suggests it’s a hot day and they might be lost. The actors are the main focus of these posters; this suggests that the films revolve around them. The tag lines are intriguing, the tag line for Bride Wars suggests a confrontation within the film, and the tag line for â€Å"Year One† doesn’t give any clues to the plot of the film. This makes the person reading the poster want to learn more about these tag lines and what happens in the film, these help to grab the audience’s attention to hopefully go and see the film to find out more about them. The bold text in the â€Å"Year One† poster against the desert background makes the text stand out in the poster and catch people eye as they see it. The â€Å"Bride Wars† text on the word bride is similar to the text used on wedding invitations and further relates back to the film title. I think both posters have a target audience. Bride Wars is aimed at female teenagers and also would be appealing to female adults as it is about love and marriage. It is a feminine film, these are sometimes referred to as â€Å"chick flicks. † Year One is more of a teenagers film, not quite as girly as Bride Wars so might appeal to a wider audience. Teenagers are big fans of comedies and new movies that have just been released, they feel they can relate to them as they are light hearted and not serious. These posters inform their intended audience about the film, they try to entice them with intriguing tag lines that make the reader interested and wanting to see the film, and as they say â€Å"curiosity killed the cat. † They also inform people about the name, age certificate, genre, actors, and director, trying to persuade them in every way they can to see their film, to make it a success. In conclusion the posters are about as different as the films, â€Å"Year One† gives very little away about what is going to happen in the film so people will be curious to find out more, and perhaps research the film or discuss with friends what it’s about. Word of mouth is the best advert so getting people to talk about the film is a main goal for the poster. On the other hand the poster for â€Å"Bride Wars† lets you know the plot of the film, so when people see it they can make an instant decisions whether it interests them or not. Seeing two brides holding knives makes your imagination run and you just want to know what is going to happen. Both posters have a different target market, which explains why they are so different as they are tailored to appeal to different audiences. The posters have to grab and get the attention and curiosity of the people that they are aimed at and ultimately encourage them to want to go and see the film. Hopefully after seeing the film they will relay their experiences and enjoyment to other people and that will entice them to see the film too!

Global political economy Essay Example | Topics and Well Written Essays - 750 words - 2

Global political economy - Essay Example This economic crisis caused by political issues in US later spread to other countries resulting to economical, political and social problems especially in Europe, China and Africa. It started in United States due to production of excess paper assets produced for prices of houses. The US financial system anticipated a continuous increase of prices of housing and, therefore, they created more paper assets expecting that their demand will increase, but, unfortunately, the prices of housing declined leading to a financial crisis. Europe and China had purchased the paper assets for pricing of houses and, therefore, when the prices of houses declined they were also caught up in the financial crisis. The business elites who introduced the paper assets in US violated moral and social responsibility seeking their own personal gain but not the society as a whole. This was a political issue in US financial system itself and US also wanted to dominate the global political economy through supplying of the paper assets to other countries like Europe and China. It was speculated that the financial elites who were involved in the generation of the paper assets were in conjunc tion with the political elites in the US government. This is because if the financial crisis was involved in criminality why then did the political system fail to render such actions as a crime (Gup 2010, p. 24). The financial crisis spread to Europe where it was accelerated by the European political crisis which resulted from distrust among the parts of Europe in agreements. In Europe, there has been a minority group which has long felt that the European Union was put in place to support some countries like Germany and France at the expense of others. Greece experienced a debt crisis due to Greek government failure in funding them and when they approached the Germany government to bail them out, they refused due to political tensions between them (Kolb 2010, p. 30). In China, the economic

What reccruiters look for in cover letters and resumes. How are Research Paper

What reccruiters look for in cover letters and resumes. How are Web-based and e-mail versions of these documents different from hard-copy versions - Research Paper Example In a cover letter, recruiters aim at getting the basic information about the candidate and know whether they are able to market themselves to the organization. Resumes and cover letters should be precise but detailed to give the recruiter an idea of what the candidate is capable of doing. They should portray ones altitude, communication skills, enthusiasm, personality and motivation (Vickie, 2008). The recruiters also want to know the contact information of the applicant, why they left their former places of work, the position they are applying for as well as the salary history and the future expectations of the candidate in the organization (Robert, 2004). Other recruiters are interested in knowing more about the candidate like what type of company one is interested in, why they are interested in that company, when they re ready for interviews and alternative organization the candidate could be interested in. While some of the recruiters are looking for basic information, some of them look at the simplicity, organization and preciseness of a cover letter or resume. Resumes and cover letters give a prior introduction of a person before they go for face to face interview and hence it should describe the candidate fully. Recruiters look for a detailed background of a candidate in that they are able to show the different elements of the candidates’ background for example, education level, experience and leadership positions held and responsibilities held (Diane, 2006). There are various differences between hard copy and e-mail resumes and cover letters. To start with, the formatting of the signature lock which includes the addressees, name and other contacts are written below the name in email but on hard copy it is written on top of the page. Secondly-mail resumes and cover letters have subject lines which are logical to the receiver while hard copy ones have a subject line too but it is

Computations Assignment Example | Topics and Well Written Essays - 250 words

Computations - Assignment Example The actual vehicle operating cost for the month was $6,330. The vehicle operating cost in the planning budget for December would be closest to: 14: Ofarrell Snow Removal’s cost formula for its vehicle operating cost is $1,840 per month plus $377 per snow-day. For the month of November, the company planned for activity of 14 snow-days, but the actual level of activity was 19 snow-days. The actual vehicle operating cost for the month was $9,280. The vehicle operating cost in the flexible budget for November would be closest to: 15: Raymond Electronics Corporation has a standard cost system in which it applies manufacturing overhead to products on the basis of standard machine-hours (MHs). The company had budgeted its fixed manufacturing overhead cost at $42,700 for the month and its level of activity at 2,000 MHs. The actual total fixed manufacturing overhead was $44,100 for the month and the actual level of activity was 1,800 MHs. What was the fixed manufacturing overhead budget variance for the month to the nearest dollar? 21: Glassett Corporation is considering a project that would require an investment of $62,000. No other cash outflows would be involved. The present value of the cash inflows would be $70,060. The profitability index of the project is closest

Growing up around drugs & alcohol Essay Example | Topics and Well Written Essays - 1000 words

Growing up around drugs & alcohol - Essay Example My father had problems because he consumed drugs (mostly marijuana but occasionally some other drugs) most of the time and he could not always keep his jobs. Because he was always "high," he had problems keeping a job because of absenteeism. My mother would often consume alcohol when her children were making too much noise. The two of them together created a dysfunctional pair that was not able to take care of their family. I remember many times when I did not have much to eat if my mother was on a bender and would not help. One good thing is that my aunt Jenny, my mothers sister, would try to help us and tried to help my mother. My mother would always reject her help, but she would let her bring food for us. For this, I was always grateful. Because I was a young child, I was not sure what was happening in my home. Sometimes my mother was actually kind and loving to us. At other times, she was mean and cruel. I was never sure how she was going to be from moment to moment. My mother seemed to be very unhappy with her life and she took it out on her children. Sometimes my parents would have a party or they would have other family over who were also into drugs or alcohol or both, and this would create more problems. As an example, since my father was always high, he thought it was funny to let someone grab one of us and blow marijuana into our faces. This would make us stagger around and eventually we would go to sleep. For some reason, they did not understand that this was child abuse and that it may cause problems for us later. In fact, one of my siblings has a neurological problem that I believe happened because of constantly inhaling second hand marijuana smoke. Another problem for us growing up is that in school, it was difficult to understand what the teacher was saying, especially in more difficult classes like math or science. My mind was always wondering and I sometimes felt ill. My teachers were sometimes concerned with me because I would fall asleep

College Education Essay Example | Topics and Well Written Essays - 500 words

College Education - Essay Example Some of the most important aspects of a college education is an improvement in written and verbal communication skills, project management skills including scheduling and sticking to deadlines, and the ability to carry out broad interdisciplinary research. All these are useful in the course of a career and cannot be found to that extent in the case of a high school education. One of the most important factors that recommend college education is the recognition it has from the professional and the industrial world. Job providers use a college degree as a standard on which to evaluate a prospective employee. A basic bachelor's degree is a minimum requirement for most well-paying jobs in the industry, and there is a glass ceiling on those who do not have a college education. The U.S. is gradually moving away from being a manufacturing economy to a knowledge-based economy, and a bachelor's degree today has almost the same value as high school education had half a century earlier. In a gl obalized economy where more and more jobs are being outsourced to Asian nations, the only hope for a good job for a student is to take college education as an obvious option. Your college education keeps you company well into your career, in terms of skills that you learned which were not seen as immediately useful, but come in handy mid-career, when you are eying that promotion or considering changing jobs. It can be your safety net, sturdy enough to fall back on, just in case you come upon hard times in life.

Examine the stock returns for both Pfizer and AstraZeneca during the Essay

Examine the stock returns for both Pfizer and AstraZeneca during the bid process and provide possible reasons for changes in price on key dates - Essay Example 7.36). Comparing by the revenues, Pfizer is a larger company than AstraZeneca both the companies being products of the merger. Pfizer made four approaches earlier in 2014 terminating the bids in a full and final offer of 55 sterling pounds per share valuing AstraZeneca at 69 billion pounds (Battersby & Grimes 2014, p. 7.37). The current debt to equity ratio at Pfizer is at 0.49, a low and a below average industrial average. The low figure is an indication of good management of debt levels within the firm. Pfizer had a quick ratio of 2.03 demonstrating their capability to cover and settle short time liquidity needs. The gross profit of Pfizer during the bidding process span was a high figure of 85.18 percent with its net profit margin accounted at 22.92 percent. The net operating cash flow had a slight increase to $4,087 million, a figure equivalent to 6.71 percent comparable to the same quarter one year ago (US. Pharmaceuticals & Healthcare Report 2014, P.15). AstraZeneca rejected Pfizer’s final offer on grounds that the takeover may pose a risk to its pharmaceutical operations. In addition, the fear of the uncertainty that could arise led to the collapse of the bid process. It became hard for AstraZeneca to evaluate Pfizer’s final bid given the uncertainty over the total amount that Pfizer could trim off its tax bill by venturing in Britain. Pfizer offered a final bid of 69.4 billion sterling pounds, an equivalent amount to $ 117 billion terming the figures full and final. Lack of a proven parameter for evaluating a company with a growing and attractive growth prospects led to changes in prices on the final day. Pfizer failed to factor in AstraZeneca’s future prospects in terms of sales and market base. The concerns on whether Pfizer would eliminate jobs after the merger and diminish Britain’s standing in life sciences indicate the political influence

Police Discretion Research Paper Example | Topics and Well Written Essays - 1000 words

Police Discretion - Research Paper Example This is the soul essence of the report, the police officer and his judgment actions at the spot, in the field at a particular instance; a fact that differentiates a good officer from an average one. Definition Discretion can be described as a police officers’ will to act upon a certain situation or not and in what way. That is for example whether to stop a speeding motorist, book him or leave him with a gentle warning. The definition may be true but more often than not discretion is associated with use of force in the field. This discretion can be in either deciding to see force and if using so, how much and to what extent (Hunt 1985). Another school of thought preaches that the discretion of a police officer is with regard to the time spent on the situations coming across his desk or field when deployed. This can be explained by the example of a police officer helping a stranded motorist, using his duty time as a service duty, where as he could have avoided this situation (En gel 2007). Advantages The first and foremost benefit of handing over powers to a policeman in the field is the amount of time saved while taking a decision. Just imagine the hassle for a field person to refer to headquarters for each and every decision he has to take in the field. Therefore having discretion in his own hands, allows him to save time and act within the safe time region, where minimum damage is occurred to the law and order situation. Another positive that comes out from added discretion is primarily based upon the financial and physical resource distribution. In layman terms, the number of policemen, jails and courts are not enough for all the criminals to be given the same procedural approach. This will create havoc; hence the police discretion provides this advantage to the justice system (Goldstein 1977). If each and every discrepancy in the field or office needs a proper resolve, the men in the system will always be occupied with such minute stuff, making it very difficult for them to justify the call of duty for urgent pressing matters. Therefore a large force would be needed to do all this. So it can be easily said that saving resources is one of the largest benefit of putting authority in the hands of a police officer. (Engel 2007). Disadvantages The main problem associated with the above mentioned system is the lack of consistency as each officer has a separate way of perceiving the solution of the problem at hand which may result is disastrous situations. Behavioral patterns are very difficult to predict causing a massive dent in the police officer’s discretion supporters’ argument. This has seen to be the reason why there is an air of distrust on the officers on the part of the public which often leads to stand-offs between the two. Saying all this, the main problem is defined in all together another area. The most negative factor is the misuse of powers from the police. This often leads to violation of basic rights spec ially those which require body searches, property searches and protection against self-incrimination (Walker and Katz 2002). Forced Existence and Intelligent Use Questions are often raised about the whole authority into the individual hands system. The real and practical question being; that whether the police system can function without the discretion in the hands of a

Unanswered Prayers Essay Example for Free

Unanswered Prayers Essay Some people claim that when they pray, they can feel God’s presence, and that he is listening. These people are usually Christians. However, other people say that when they pray in church and at home, they cannot feel God’s presence. This can sometimes make them feel like they are doing something wrong, such as they are not praying correctly, or just that God simply does not exist, so there is no God to listen to the prayers. This may lead them to ask for advice from people who are strong and faithful Christians, and try harder when they are praying. However, if they still don’t feel the presence of God when praying, they may begin to question the actual existence of God. This can sometimes lead to agnosticism or atheism. Another reason that may lead people to believe that there is no God; are unanswered prayers. Christians believe that God answers their prayers, and loves and cares for everyone. In church, they may be given examples of answered prayers. For example; many Catholic Christians believe that St Jude is the patron saint for those who have no other hope of help. However, when some people pray, their prayers are not answered and they may begin the wonder about a God who answers some people’s prayers, but not others. For example; a young missionary couple asked the members of their church to pray that they would have a safe journey to their new posting in Nepal. However, the plane crashed killing them and their three young children. Examples like this may make people ask why God answers only some peoples prayers, and not everyone’s prayers. They may come to the conclusion that God is in fact bad, and does not care for everyone on Earth. It might make them believe that God just can’t answer everyone’s prayers, as some prayers are selfish, and answering them would come with great consequences. However, it might trigger them to come to the conclusion that God just simply does not exist. They might believe that, if someone prays for their child to be cured of cancer, then surely it would be a good enough cause for their prayer to be answered. If the child still dies, the child’s parents might believe that God does not exist, because the God they were told of would not let a small child die. This leads to atheism, as they will eventually come to the conclusion, that if prayers are unanswered regularly, then there must be no God.

1800s Era of Good Feelings Essay Example for Free

1800s Era of Good Feelings Essay Although many seemingly happy events such as the â€Å"Era of Good Feelings† and the granting of universal white manhood suffrage occurred during the early 1800s, the statement that nationalism and not the fear of sectionalism caused westward expansion is an invalid statement. Westward expansion was truly an effect of a growing sectionalism in the country originating from events such as the Tariff of 1828 , the National Bank, and the Missouri Compromise. Preceding the Missouri Compromise was the Tallmadge amendment. When the Tallmadge amendment was passed, the South was infuriated. The amendment decreed that the slave state of Missouri had to gradually free all of their slaves and prohibited any more slaves to be brought into Missouri before they could be admitted into the Union. See more: Homelessness as a social problem Essay This made slave-owning Southerners upset because they viewed the amendment as a threat to sectional equality and balance. With the South suspicious of the North trying to ban slavery and the North suspicious of the South trying to expand slavery, both sides naturally flocked to the West in order to gain another slave or free state to tip the balance of power in their direction. Even in the Florida Purchase Treaty of 1819, after war hero Andrew Jackson exceeded his orders from the White House and tore through Florida, motives for acquiring new land seemed to continually hint towards the growing sectionalism and concern about the issue of slavery. Also, the uneasy Missouri Compromise gave both North and South even more reason to expand westward. The Missouri Compromise established Missouri as a unrestricted slave state which gave abolitionists and Northerners great concern about the spread of slavery while the establishment of the Missouri Compromise line that prohibited slavery above it caused Southerners to worry about slavery too. All the suspicions and fears of the two sections resulted in a fast and furious expansionism in the west. Then, during the presidency of John Quincy Adams, his nationalistic policies of roads and canals laid a heavy financial burden upon the federal government requiring the continuation of the tariff which caused tension among the South. The National Bank, although established by the nationalist Alexander Hamilton, played a big role in sectionalism in the United States. When the Bank of the United States irresponsibly overspeculated in the West, the financial crisis of 1819 arose in which many western banks were shut down and had to foreclose mortgages on numerous farms in the West. The foreclosure of farms in the West made the National Bank extremely unpopular in the West and fueled western sectionalism, pushing western farmers to lean towards the slave-owning Southerners in the battle for influence in the West. In addition to these events, the Tariff of 1828 made Southerners angry yet again and widened the rift between the North and South even more. The extremely high tariff was not for revenue but rather for the purpose of protecting American manufacturing. This made the Southerners upset because it showed partiality to the northern factories and hurt the southern farmers who were large consumers of manufactured goods. The hated tariff would then prompt South Carolina to take action and bring out the old Kentucky and Virginia resolutions to nullify the tariff. Thus, these two events added to the worries of both sides and to the westward expansion fever.

The identifying a project risk

The identifying a project risk Let us first define what project risk is, project risk is an uncertain event that, if occurs, has a positive or a negative effect on at least one project objective. A risk may have one or more causes and, if it occurs, one or more impacts. Over here we will define what are the risks associated with a new project, how to define, measure and control those risk. This combine process is called risk management. Identifying Risk For any effective identification of the risk involved in a project, there has to be certain corporate culture: (Young-Hoon Kwak, 2005) The managers should support honest and realistic risk assessment, even if they indicate problems with the project. The managers should be encouraged to talk openly about the risk involved without any fear of reprurcussions. Create an atmosphere where, talking about any kind of risk is allowed. Other key factor in risk assessment is collecting realistic and high quality data. Creating the right kind of atmosphere is only the first step in risk identification (Paul C. Dinsmore et al, 2005)Overall risk identification is a process to identify various potential risks in a project. Ideally a project manager would create a project risk register, where he would include all the identified risk, he would also earmark the nature of each risk, the step in which it may occur, the kind of effect it may have on the project and the solution for it. (Paul C. Dinsmore et al, 2005)This risk register is not static in nature but is dynamic and keeps on changing with each new step in the project. Risk identification is continuous process, new risks may come to light as the project progresses and previously-identified risks may drop out. Another key to risk identification is involving the right kind of people in risk identification process. Some of the key person that should be involved in all the risk identification process are risk management team, project team (they should be involved in the process so that the project team can develop a sense of ownership of responsibilities for the risks involved) members, project manager, experts both from the project and from outside the project team, customers, end users, other project managers, stakeholders(Stakeholders outside the project team may provide additional objective information), and risk management experts.(Dennis Lock, 2007) While these personnel are often key participants for risk identification, all project personnel should be encouraged to identify risks. The potential risk can be identified using: A risk break down structure, over here various risk are identified according to the stages of project cycle. Managers own knowledge of the previous projects and by cross referencing similar projects done by others. Consulting experts from the same field. After proper identification of the risk, the next important step would be to determine the cause of the risk involved its impact on the project objective. The project risk register should ideally contain the identified risk followed by cause of the risk, the condition under which it may occur, the impact it may have on the project and finally the solution for it. Also it is important to note here that all type of risk should be identified, even the risk that cant be tackled with like risk of project delay due to weather conditions. Some of the risks that may occur are: Design Risks This type of risk arise due to design of the project, some of the design risk are design incomplete, Inaccurate assumptions on technical issues in planning stage, surveys incomplete, hazardous waste site analysis incomplete, unforeseen design exceptions, Incomplete quantity estimates etc. External Risks This type of risk generally arise due to factors which are not directly related to the project, some example are landowners unwilling to sell land, local communities pose objections, threat of lawsuits, stakeholders request late changes, political factors or support for project changes etc. Environmental Risks Risk arising due to environmental factors like environmental analysis incomplete, environmental clearance for staging or borrow sites required, historic site, endangered species, riparian areas, wetlands and/or public park present etc Organizational Risks The risk arising due to companys policies and structure, like inexperienced staff assigned, internal â€Å"red tape† causes delay getting approvals, decisions, priorities change on existing program, funding changes for fiscal year, Overlapping of one or more project limits, scope of work or schedule etc. Project Management Risks Risk inherent to the project due to poor management like project purpose and need is not well-defined, project scope definition is incomplete, no control over staff priorities, unresolved project conflicts not escalated in a timely manner etc. Construction Risks Risk in projects where construction is involved like: inaccurate contract time estimates, change requests due to differing site conditions, temporary construction easements expire, dewatering is required due to change in water table etc. Engineering Services Risks These are risk involved in projects where engineering work is done, like: hazardous materials in existing structure or surrounding soil; lead paint, contaminated soil, asbestos pipe, asbestos bearings and shims, Special railroad requirements are necessary including an extensive geotechnical report for temporary shoring system adjacent to tracks etc. Financial Risk Risk due to unforeseen financial problems like Capital budgeting problem, price rise of raw materials, delay in funding, currency fluctuations, interest rate fluctuations etc. Measuring Risk Risk can be measured either qualitatively or quantitatively. The measuring technique depends on the nature of the project and risk involved. Qualitative Risk Qualitative risk analysis assesses the risks using the probability of occurring of the risk, the corresponding impact on project objectives if the risks do occur, as well as other factors such as the time frame and risk tolerance of the project constraints of cost, schedule, scope, and quality. (Lewis R. Ireland, 2006). Sometimes experts or functional units assess the risks in their respective fields and share these assessments with the team. Across the same project the definitions that will be used for levels of probability and impact should be the same. The organizations management, project customer or sponsor has an important role in the Qualitative Risk Analysis process. (David I. Cleland, 2006) The project sponsor defines for the risk analysis lead and team the levels of impact on time, cost, scope and quality that would qualify a risk as having a very low, low, moderate, high or very high impact on each objective. The project sponsor determines the combinations of probability and impact that make a risk low, moderate and high priority for each objective in light of the definitions just mentioned. Once the definitions are in place, team members assess the identified risks probability and impact and then put them into high, moderate, and low risk categories for each project objective (time, cost, scope, quality). They rank risks by degrees of probability and impact, using the definitions in place, and include their assessment rationale.(Lewis R. Ireland, 2006). Team members revisit qualitative risk analysis during the projects lifecycle. When the team repeats qualitative analysis for individual risks, trends may emerge in the results. These trends can indicate the need for more or less risk management action on particular risks, or whether a risk mitigation plan is working. Quantitative Risk Qualitative measurement of risk involves numerically estimating the probability that a project would meets its financial and time objective. Qualitative analysis involves evaluation of all the quantifiable risk and in most cases these risks identified are analyzed simultaneously to determine its affect on the project. The result is a probability distribution of the projects cost and completion date based on the identified risks in the project. Quantitative risk analysis in general involves statistical technique called Monte Carlo simulation. (Morgen Witzel, 2003). Quantitative risk analysis starts with the model of the project, either its project schedule or its cost estimate depending on the objective. The degree of uncertainty in each schedule activity and each line-item cost element is represented by a probability distribution. The probability distribution is usually specified by determining the optimistic, the most likely and the pessimistic values for the activity or cost elemen t this is typically called the â€Å"3-point estimate.† (Joseph Phillips, 2003) The three points are estimated during an interview with subject matter experts who usually focus on the schedule or cost elements one at a time. The risks that lead to the three points are recorded for the quantitative risk analysis report and for risk response planning. For each activity or cost element a probability distribution type is chosen that best represents the risks discussed in the interview. Typical distributions usually include the triangular, beta, normal and uniform.(Lewis R. Ireland, 2006) A specialized Monte Carlo simulation software program runs (iterates) the project schedule or cost estimate many times, drawing duration or cost values for each iteration at random from the probability distribution derived from the 3-point estimates and probability distribution types selected for each element. The Monte Carlo software develops from the results of the simulation a probability dis tribution of possible completion dates and project costs. From this distribution it is possible to answer such questions as: (Martin Stevens, 2002) How likely is the current plan to come in on schedule or on budget? How much contingency reserve of time or money is needed to provide the agency with a sufficient degree of certainty? Using sensitivity analysis, which activities or line-item cost elements contribute the most to the possibility of overrunning schedule or cost targets? Risk Response Planning Risk Response Planning is the process of developing options, and determining actions to enhance opportunities and reduce threats to the projects objectives. It focuses on the high-risk items evaluated in the qualitative and/or quantitative risk analysis.(Jennifer, 2005) In Risk Response Planning parties are identified and assigned to take responsibility for each risk response. The project manager identifies which strategy is best for each risk, and then design specific actions to implement that strategy. Some of the strategies are: (Winston W. Royce, 1970) Risk Avoidance: In the process of risk avoidance the project is changed so as to avoid the risk all together. In this kind of case the managers feel that it is a better option to change the project than to deal with the risk. Risk Transfer: Risk transference requires shifting the impact of the risk, along with ownership of the response, to a third party. An example would be the team transfers the financial impact of risk by contracting out some aspect of the work or taking out insurance in anticipation of a risk. Risk Mitigation: Risk mitigation is a process of reduction in the probability and/or impact of an adverse risk event to an acceptable threshold. Taking early action to reduce the probability and/or impact of a risk is often more effective than trying to repair the damage after the risk has occurred. Exploit: This strategy seeks to eliminate the uncertainty associated with a particular upside risk by making the opportunity definitely happen. Examples include securing talented resources that may become available for the project. Share. Allocating ownership to a third party who is best able to capture the opportunity for the benefit of the project. Acceptance. A strategy that is adopted because it is either not possible to eliminate that risk from a project or the cost in time or money of the response is not warranted by the importance of the risk. Monitoring and Control of Risk Risk monitoring and control keeps track of the identified risks, residual risks, and new risks. It also monitors the execution of planned strategies on the identified risks and evaluates their effectiveness. Risk monitoring and control continues for the life of the project.(Roland Gareis, 2006) The list of project risks changes as the project matures, new risks develop, or anticipated risks disappear. Periodic project risk reviews repeat the process of identification, analysis, and response planning. Risk ratings and prioritization commonly change during the project lifecycle. If an unanticipated risk emerges, or a risks impact is greater than expected, the planned response may not be adequate. Risk control involves: (Bjarne Kousholt, 2007) Choosing alternative response strategies Implementing a contingency plan Taking corrective actions Re-planning the project, as applicable The individual or a group assigned to each risk (risk owner) reports periodically to the project manager and the risk team leader on the status of the risk and the effectiveness of the response plan. The risk owner also reports on any unanticipated effects, and any mid-course correction that the manager must consider in order to mitigate the risk. References Paul C. Dinsmore et al (2005) The right projects done right! John Wiley and Sons, 2005. ISBN 0787971138. p.35 and further. Lewis R. Ireland (2006) Project Management. McGraw-Hill Professional, 2006. ISBN 007147160X. p.110. Joseph Phillips (2003). PMP Project Management Professional Study Guide. McGraw-Hill Professional, 2003. ISBN 0072230622 p.354. Dennis Lock (2007) Project management (9e ed.) Gower Publishing, Ltd., 2007. ISBN 0566087723 Young-Hoon Kwak (2005). A brief history of Project Management. In: The story of managing projects. Elias G. Carayannis et al. (9 eds), Greenwood Publishing Group, 2005. ISBN 1567205062 Roland Gareis (2006). Global project management handbook. Chapter 1: The evolution of project management. McGraw-Hill Professional, 2006. ISBN 0071460454 Martin Stevens (2002). Project Management Pathways. Association for Project Management. APM Publishing Limited, 2002 ISBN 190349401X p.xxii Morgen Witzel (2003). Fifty key figures in management. Routledge, 2003. ISBN 0415369770. p. 96-101. David I. Cleland (2006). Global project management handbook. McGraw-Hill Professional, 2006. ISBN 0071460454. p.1-4 states: It was in the 1950s when project management was formally recognized as a distinct contribution arising from the management discipline. 10. Booz Allen Hamilton History of Booz Allen 1950s Bjarne Kousholt (2007). Project Management -. Theory and practice.. Nyt Teknisk Forlag. ISBN 8757126038. p.59. http://www.ipma.ch/publication/Pages/ICB-IPMACompetenceBaseline.aspx F. L. Harrison, Dennis Lock (2004). Advanced project management: a structured approach. Gower Publishing, Ltd., 2004. ISBN 0566078228. p.34. Winston W. Royce (1970). Managing the Development of Large Software Systems in: In: Technical Papers of Western Electronic Show and Convention (WesCon) August 25-28, 1970, Los Angeles, USA. Jennifer (2005). Applied Software Project Management. OReilly Media. ISBN 978-0-596-00948-9. http://www.stellman-greene.com/aspm/.

Essay example --

Symbolism of the Lottery In Shirley Jackson’s short story, â€Å"The Lottery†, she emphasizes on tradition in a small town, which has been drastically lost throughout the years. The community holds on to tradition due to the fear of superstition of the harvesting of the crops. Symbolism is â€Å"the representation of something in symbolic form or the attribution of symbolic meaning or character to something† (Dictionary.com). The villagers show the unwillingness to challenge tradition and superstition. They might mumble about other villages that have done away with lotteries. Their traditional actions include having even the children of the condemned person throw stones; seem to ensure that this tradition of human sacrifice will continue into the foreseeable future. Shirley Jackson uses symbolism throughout the story with the black box, lottery itself and characters names to foreshadow the terrifying outcome of the lottery which is death. The first main symbol in the story is the black box. The black box symbolizes the darkness of ignorance that plagues the villagers of the community. They are reluctant to replace it even though it’s older than the oldest participating member of the lottery. Just as the community is unwilling to give up the ignorance of the old ways for the enlightenment of the new ways like some of the other communities have chosen to do. It also symbolizes the distraught tradition in the town and how it has changed over time. It is the center of the tradition because no matter how old and worn it gets, the villagers refuse to change it due to the tradition that it holds. The box has changed many of the villagers’s view of the lottery but no one can really remember how or why the tradition of the lottery began except to... ...in the story, the reasons for holding the lottery are long forgotten and the rituals connected to it. Other than the making of participant lists, the use of the old black box and the swearing in, have mostly fallen by the waste side. All that really remains is a rigid adherence to the ancient tradition of the town. The black box became the ultimate symbol of death, as it is the messenger that delivers the unfortunate winner’s prize, which is death. The momentum that came from the villagers’ extreme degree of self-interest further propels the storm of immoral and unethical actions. The terrible tradition was carried out once again. Instead of considering the effect that the tradition had on their fellow villager, they were grateful that the little black box had spared them their own lives. As far as they were concerned the sky was blue and the sun was still shining.

Oedipus: A Tragic Hero Essay -- Oedipus Rex, Sophocles

Oedipus: A Tragic Hero Oedipus Rex, or Oedipus the King is Sophocles’s first play of â€Å"The Theban Cycle.† It tells the story of a king that tries to escape his fate, but by doing so he only brings about his downfall. Oedipus is a classic example of the Aristotelian definition of a tragic hero. Aristotle defines a tragic hero as a basically good and noble person who causes his own downfall due to a flaw in his character. Oedipus is a man of noble blood; his parents, who raised him as a child, were King Polybus and Queen Merope of Corinth. Oedipus also becomes a king himself when he solves the Sphinx’s riddle, thus saving Thebes and taking over the throne of the late King Laius. Oedipus then marries Jocasta, Laius’s widow, and they have children together. Though he is a very fair and understanding husband, Oedipus’s main concern is always the city of Thebes. When a plague strikes the city, Oedipus refused sleep until he finds the cause, and he, â€Å"†¦sent Creon,†¦To Delphi, Apollo’s place of revelation, To learn there, if he can, What act or pledge of mine may save the city† (Sophocles 1257). Oedipus then vows to find who killed King Laius after Creon reveals that Laius’s death must be avenged so that the plague will be dispersed. Oedipus, a great and noble king was flawed by his hubris, or spiritual pride. Oedipus believes that he could avoid what the oracle told him long ago: he would kill his father and then marry his mother. Instead of returning to his...

Napoleon Essay -- essays research papers

In 1797, Napoleon Bonaparte became first consul after overthrowing the Directory and establishing the Consultate. He had many achievements for France under educational, financial, administrative, legal and religious reforms. However, these achievements are often exaggerated. Napoleon was indeed the ‘heir’ of the revolution as he completed much of the work that the revolution had started, such as the creation of a Civil Code and the reforming of the education system. Despite this, he also destroyed much of the revolution’s work. He ignored and betrayed some of the revolution’s beliefs and much of his achievements were incomplete. Napoleon’s achievements in Europe were mainly for his own purposes – he wanted to enhance his prestige and make France a great nation. He appears to have had little interest in helping the European people. Napoleon, although his main achievements centered on areas such as administration, had other remarkable, although minor, achievements in France. He improved the appearance of French cities such as Paris by building bridges and canals and by planting trees at the sides of roads to protect them from the sun. This aided the beauty of Paris as it is today. Napoleon also reformed the tax system, which meant that no one was tax exempt. One particular achievement, which may rank on the same level of importance as the Napoleonic code, but appears to be often overlooked in textbooks, is Napoleon’s founding of a national education system from primary to university. The focus of his attention was secondary schools, of which he opened more. Higher education also became more available in major cities. Napoleon spent more money on education than anything else during his time in power. However, Napoleon was somewhat inefficient in this achievement. The educational system discriminated against females. Napoleon saw education as being “not suitable'; for girls. Female students were to learn the very basics of education – how to read and write, and also how to do traditional female work such as nursing and embroidering. Pupils had little choice over their career – most were forced into a military career. What is considered to be Napoleon’s most significant achievement for France was his establishment of the ‘Napoleonic Code&... ...id so in order that France would be the beneficiary'; Napoleon went against the French revolution’s belief in freedom of speech. He reduced and suppressed newspapers in France and the newspapers that remained were threatened or bribed in to supporting him. It has been claimed that “his genius owes more to propaganda than to deeds';. Napoleon did wish to continue revolutionary reforms. Although it can be argued that he did not continue all of its aims, this was because many of the revolution’s goals and believes were impractical: “we must see what was real and politically possible in it’s principles, instead of grasping at their speculative and hypothetical side.'; After 1815,France lost all of the territory she had acquired in the Napoleonic wars. The monarchy was restored in France and Germany and Italy were still not united. Therefore, Many of Napoleon’s achievements did not last. Napoleon was the ‘heir’ of the revolution but his achievements are exaggerated because the revolution had al ready done much of his work for him: “…he found the work already three-quarters done for him';.

Business Association Outline

I. Agency (Chapter 1) A. Who is an Agent i. Agency Definition Agency is a fiduciary relationship which results from the manifestation of consent by one person to another that the other shall act on his behalf and subject to his control and consent by the other to so act. 1. Contractual relationship is not necessary, nor do either need to receive compensation 2. Agent – the one to act 3. Principal – the one for whom action is taken 4. Agency means more than mere passive permission; it involves request, instruction, or command 5.Agency cannot exist when it is against public policy or illegal 6. Agency is like an enforceable contract (offer + acceptance) but does not require consideration 7. 3 Different forms of agency: (1) Principal-Agent; (2) Master-Servant; (3) Employee-Employer or independent contractor 8. Principal cannot delegate a non-delegable act ii. Allocation of risk and responsibility based on principals of agency 1. A way to get someone to act on behalf of ano ther 2.Agency allows things to get done in a way that otherwise is not possible 3. Agents are force multipliers which allows a concentration of resources behind a collective purpose Principal-Agent-Third Party (PAT) Triangle 1. Principal is typically the lowest cost avoider and in the best position to mitigate damages 2. Agent – one authorized to act for another 3. Third Party – what does this party â€Å"see†? would a reasonable person believe that the agent had authority to bind the principal Gorton v. DotyFacts: Gorton injured in an automobile accident after Doty loaned her vehicle to coach to transport Gorton and others to football game ROL: An agency relationship results from one person's consent that another will act on his behalf and subject to his control and the other person's consent so to act Gay Jenson Farms Co. v. Cargill, Inc Facts: Plaintiffs entered into grain contracts with Warren Grain & Seed Co. , which was financed and controlled by Cargill, Inc. , a separate entity ROL: A creditor who assumes control of his debtor's business may become liable as principal for the acts of the debtor in connection with the business 1.One who contracts to acquire property from a third person and convey it to another is the agent of the other only if it is agreed that he is to act primarily for the benefit of the other and not for himself 3 Factors indicating that one is a supplier, rather than an agent: (1) that he is to received a fixed price for the property irrespective of the price paid by him – most important factor; (2) that acts in his own name and receives the title to the property, which he is to transfer; (3) that he has an independent business in buying and selling similar property Existence of agency may be proved by circumstantial evidence which shows a course of dealings between two parties Criticism and recommendations could be viewed as control B. Liability of Principal to Third Parties in Contract 1. Actual Authori ty (Express & Implied) Actual Authority: Agent must believe there is authority to act for the principal, must look through the eyes of the agent using reasonable person (RPP) standard Express Authority Express Authority: affirmative statement of authority to act, given either orally or in writing.Principal can mistakenly grant express, actual authority, but authority must be given either orally or in writing Implied Authority implied authority: is actual authority circumstantially proven which the principal actually intended the agent to posses and includes such powers as are practically necessary to carry out the duties actually delegated. Look through the agent's eyes- does the agent reasonably believe she is acting within the scope of the authority 3 ways implied actual authority can arise 1. Incidental – absent a clear, contrary instruction by the principal, the agent can use all reasonable means necessary to carry out the goals of the agency 2.Custom – if it is cu stomary in an industry for an agent to have certain authority, but the agent cannot unilaterally expand the agent's authority 3. Pattern of conduct between principal and agent- if principal fails to object to known actions of agent Mill Street Church of Christ v. Hogan Facts: Hogan was injured after he was hired by church employee to paint the inside of the church ROL: Actual authority exits until it is revokes, i. e. must be communicated. Implied authority is actual authority that is proven circumstantially to indicate that the principal intended to delegate powers to the agent that are necessary for carrying out the agent’s duties, and one major circumstantial factor is prior work performed by agent for principal. 2. Apparent AuthorityApparent authority is authority the agent is held out by the principal as possessing. It is a matter of appearances on which a third party comes to rely Person alleging agency and resulting authority has the burden of proving that it exist bas ed on the totality of the circumstances (TOC) a mere statement cannot prove agency, but it can be established by circumstantial evidence including the acts and conduct of the parties such as the continuous course of conduct of the parties covering a number of successive transactions 3 Ways to Create Apparent Authority 1. Direct communication (or conduct) by the principal to the 3rd party that the agent has actual authority, even though the agent does not. 2.Inaction by the Principal: principal must deny the authority, when he does not, then apparent authority is created 3. custom: certain positions involve generally recognized duties that include certain authority. Two ways to create: (1) 3rd par has to know that the principal placed the agent in a particular position; or (2) must be customary for an agent in that position to enter into the type of agreement in question. Three-Seventy Leasing Corporation v. Ampex Corporation Facts: 370 Leasing executed a document provided by an Ampe x Corp representative for the purchase of computer leasing equipment, but Ampex never executed the document ROL: an agent has apparent authority to bind the principal when the principal acts in such a manner as would lead a easonably prudent person to suppose the agent had the authority he purports to exercise Absent knowledge on the part of the 3rd parties to the contrary, an agent has apparent authority to do those things, which are usual and proper (custom) to the conduct of the business that he is employed to conduct Principal can protect itself from agents action by hiring well, training agents, communicating to known 3rd parties, giving accurate titles to agents 3. Inherent Authority Inherent Authority: power of agent which is not derived from authority (actual or apparent), but solely from the agency relation and exists for the protection of persons harmed by or dealing with a servant or other agent PAT Triangle 1. Looking through the eyes of the agent – agent did not have actual authority. Agent holding out not required. 2. Looking through the eyes of the 3rd party – the 3rd party did not know the agent was working for the principal; therefore, no apparent authority 3. rd party can avoid the situation, although economically inefficient, the principal is in a better position to avoid the appearance of authority Holding out: where the principal holds out the agent to the public as one having authority to act for the principal. 3rd party must have knowledge of both the principal, the agent, and the P-A relationship in order to have a holding out. Inherent authority is about economic efficiency- who should bear the loss? the lowest cost avoider; the party who could have most beared the cost. an undisclosed principal is subject to liability to a 3rd party who is justifiably induced to make a detrimental change in position by an agent on the principal's behalf without actual authority Watteau v. Fenwick Facts: Humble operated Fenwick's tavern u nder Humble's name and credit.Humble purchased goods from Watteau without Fenwick's express authority ROL: When a principal is undisclosed to 3rd parties, the actions taken by an agent in furtherance of the principal's usual and ordinary business binds the principal. Risk of loss in on the principal Restatements a. becomes the enunciation of the rules and if adopted by statues, they form a standardized or form contract and applies by operation of law; rules and the parties can modify rule through own agreements b. 3 Transactional costs: (1) the cost to â€Å"get the job done,† what does it cost to complete the entire transaction; (2) the cost above and beyond the services/goods one is seeking; (3) the restatements provide certainty and uncertainty results in severe transactional cost c. principals of economic maximization – get the most out of it Agency a. most common business association is agency b. person includes natural persons, but also includes legal persons suc h as corporations, partnerships, non-natural people, NGO, legal personage c. An agent's consent can be inferred from conduct d. Burden of proof (by mere preponderance of the evidence) falls on the party claiming that an agency relationship exists. (i) consideration is not needed; (ii) does not need to be formal or in writing, can be established through conduct; (iii) legal capacity is not necessary to form an agency relationship; i. e. , minor, as an agent, can enter into a contract on the principals behalf to bind the principal e. an agency relationship can exist even where the parties did not want, nor intend, that such a relationship to exist f.On behalf of the principal (i) agent must act primarily for the benefit of the principal; (ii) must be the expectation that the acts of the agent are on behalf of the principal; (iii) must be the expectation that the acts of the agent are on behalf of the principal; (iv) Can have an agency even where the agent is not producing a benefit fo r the principal–no particular result is required g. Control: if the principal specifies the task the agent performs that is sufficient for control to be present; very little control is needed. C. Liability of Principal to Third Parties in Tort 1. Servant Versus Independent Contractor ROL: A master is liable for the torts of its servants under the doctrine of respondent superior. A master servant relationship exists when the servant has agreed to work on behalf of the mater and subject to the master's control or right to control the physical conduct of the servant 3 Important actors of business relationships: (1) duration; (2) control (more control–less liability protection); (3) risk of loss and return (existence of independent contract reduces risk) The test of an independent contractor applies to whether the company has retained the right to control the day to day operations of the service station: control or influence over results alone being viewed as insufficient Humble Oil & Refining Co. v. Martin Facts: Martin was injured by a vehicle that rolled away from the service station owned by Humble Oil & Refining Co, but operated by another under contract ROL: Determining whether a master-servant relationship exists, rather than an independent contractor relationship, is a question of fact that will be answered in the affirmative when the master exerts a considerable amount of control over the responsibilities of the servant Hoover v. Sun Oil Company Facts: Hoover was injured when his car caught fire while a service station employee was fueling it.ROL: A master-servant relationship does not exist when an independent contractor controls the day-to-day operations of the entity that is responsible for damages suffered by a plaintiff. Restatement of Law (Second) Agency  § 220, Definition of Servant The principal is only liable for the actions of servant/employee Before assigning liability to the master must determine if the servants conduct is with in the employment scope. In determining whether one acting for another is servant or independent contract, the following 10 matters of fact, among others are considered: 1. the extent of control which, by agreement, the master may exercise over the details of the work 2. whether or not the one employed is engaged in a distinct occupation or business 3. he kind of occupation, with reference to whether, in the locality, the work is usually done under the direction of the employer or by a specialist without supervision 4. the skill required in the particular occupation 5. whether the employer or the workman supplies the instrumentalities, tools, and the place of work for the person doing the work 6. the length of time for which the person is employed 7. the method of payment, whether by time or by job 8. whether or not the work is part of the regular business of the employer 9. whether or not the parties believe they are creating the relation of master and servant 10. whether the princ ipal is or is not a business 2. Scope of Employment servant's acts may be within the scope of employment although consciously criminal or tortious, but serious crimes are outside the scope. a servant's use of force against another is within the scope of employment if the use of force is not unexpected by the master such as a bouncer a single comment by a customer does not justify imposition of liability on the employer Manning v. Grimsley Facts: Grimsley threw a baseball at Manning in response to Manning's heckling at a baseball game ROL: to recover damages from an employer for injuries from an employee's assault, the plaintiff must establish that the assault was in response to the plaintiff's conduct that was presently interfering with the employee's ability to perform his duties successfully.Presently interfering test: the interference may be in the form of an affirmative attempt to prevent an employee from carrying out his assignments D. Fiduciary Obligation of Agents (Duties Dur ing Agency) Under an agent's fiduciary duty to the principal, the agent is bound to the exercise of the utmost good faith and loyalty so that the agent did not act adversely to the interests of the principal by serving or acquiring any private interest of the agent or a third party from which the agent gets a benefit, i. e. , kickback Agent is bound to act for the furtherance and advancement of the interest of the principal General Automotive Manufacturing v. Singer Facts: Singer while employed by General Automotive Mfg, Co. secretly concealed profits earned by accepting personal orders from the plaintiff's customers ROL: An employee will be held to his or her contractual duty of loyalty, and their fiduciary duty would forbid them from engaging in activities that are competitive with their employer. Agent is only entitle to received what the agent agreed to receive from the principal, secret profits are illegal If the principal knows and acquiesces to the agent's act of acquiring an d furthering private interests of the agent that are similar to or the same as the principal's interests, then the agent will not be found to have breached the agent's fiduciary duty to the principal II. Partnerships (Chapter 2) A. What is a partnership? And Who are Partners? 1. Partners compared with EmployeesPartnership is an association of two or more persons to carry on as co-owners of a business for profit Burden to establish partnership is upon the one upon who alleges the partnership exists Totality of the Circumstances To Establish a Partnerships Court Looks at 8 Elements: 1. intention of the parties, agreement is evidential, but not conclusive 2. Right to share profits, evidential, but not conclusive. Strongly indicative of a partnership. No inference of partnership shall be inferred where received in payment as wages of an employee 3. obligation to share in losses 4. ownership and control of the partnership property and business 5. Community of power in administration â₠¬â€œ Control is strongly indicative of a partnership 6. Language in the agreement, either including or excluding one from the benefits or obligations of the partnership 7.Conduct of the parties toward the third person 8. Rights of the parties on dissolution Fenwick v. Unemployment Compensation Commission Facts: Cheshire and Fenwick entered into a partnership agreement regarding salon, pursuant to which Fenwick contributed all capital investment, possessed exclusive control over the management of the business, and bore the risk of all business losses. ROL: the sharing of profits does not alone create a partnership, despite the parties’ intentions 2. Partners versus Contract Southex Exhibitions, Inc. v. Rhode Island Builders Assoc. , Inc. Facts: Rhode Island Builders replaced Southex Exhibitions as the promoter of its home how after termination a contract it had entered into with the plaintiff's predecessor ROL: Profit sharing alone insufficient to establish a partnership, rath er the court must assess the totality of the circumstances–mutual control, contributions of valuable property by both parties, shared profits B. The Fiduciary Obligations of Partners Meinhard v. Salomon Facts: Salmon terminated a lease belonging to his joint venture with Meinhard to enter into a new lease on behalf of his solely owned business. ROL: partners owe one another (1) the highest fiduciary duty of loyalty while the enterprise is ongoing, including as well (2) the duty of good faith and (3) duty to disclose. this ROL lowers transaction costs A trustee is held to something stricter than the morals of the market place- at a minimum there must be disclosure Meehan v. Shaughnessy Facts: Plaintiffs, James Meehan and Leo Boyle, left the law firm of the Defendants, Maurice Shaughnessy et al. Plaintiffs wanted money they believed was owed to them under their partnership agreement, and Defendants countered that Plaintiffs violated their fiduciary duty and interfered with Defe ndants’ business ROL: a partner has an obligation to provide true and full information of all things affecting the partnership to any partner ROL: Partners owe each other a fiduciary duty of â€Å"the utmost good faith and loyalty. As a fiduciary, a partner must consider his or her partner's welfare, and refrain from acting for purely private gain-the partners cannot improperly lure away clients from the partnership ROL: fiduciaries may plan to compete with the entity to which they owe allegiance, provided that in the course of such arrangements they do not otherwise act in violation of their fiduciary duty Constructive trust – created by operation of law as a result of breach of a fiduciary duty by a partner, what money the partner received by the bad acts is held in â€Å"trust† for the partnership Fiduciary duties can be varied by the parties by contract Lawyers Departing from a partnership may (1) take steps to locate office space, secure financing, and alt ernative affiliations; (2) inform clients about departure from the partnership and the new practice but cannot solicity clients; (3) lawyer can remind client to retain counsel of the client's choice; (4) refrain from competing before disassociation 603(b)(3) 403(c)(2) 404(b)(3) 603(b)(2) C. The Rights of Partners in Management 1. All partners are jointly and severally liable for the acts and obligations of the partnership. 2.Creditors can collect full amount of judgment against any individual partner. However if one partner pays more than his fair share, the partner can seek contribution from the other partners National Biscuit Company v. Stroud Facts: Freeman purchased bread from National Biscuit Co. , although his partner, Stroud, had informed Freeman and the plaintiff that he would not longer be responsible for additional bread purchases ROL: the acts of a partner, if performed on behalf of the partnership and within the scope of its business, are binding upon all co-partners ROL : every partner is an agent for the partnership with actual authority by the agent to bind the principal, i. e. the partnership.A partner cannot restrict the power and authority of a partner from pursing a going concern for the partnership, if such purchases are an ordinary matter connected with the partnership business unless there is a majority consent by the partners-50% is not enough In the absence of a partnership agreement, partners will have an equal vote in the management of the partnership Difficult for partnerships to remove apparent authority because it is hard to find all creditors to put them on notice that a partner does not have the authority to bind the partnership D. Partnership Dissolution – The Right to Dissolve Owen v. Cohen Facts: Respondent Russ Owen and Appellant Israel Cohen entered a partnership agreement to run a bowling alley. Within a few months Respondent moved for a dissolution of the business once the partners’ relationship turned sour. R OL: Courts of equity may order the dissolution of partnership where the quarrels and disagreements are of such a nature and to such an extent that all confidence and cooperation between the parties has been destroyed or if a partner's misbehavior materially hinders the proper conduct of the partnership's business. E. Limited PartnershipLimited Partnership – a voluntary agreement entered into by two or more parties where one or more general partners are responsible for the enterprise's liabilities and management and the other partners are only liable to the extent of their investments General Partnership – a voluntary agreement entered into by two or more parties to engage in business whereby each of the parties share in any profits and losses equally and each participates equally in the management of the enterprise A limited partner shall not become liable as a general partner unless in addition to the exercise of his rights and powers as a limited partner, he takes co ntrol of the business. Limited partner – investment is passive General Partner – directing management and control of firm If a limited partner takes part in the control of the business and is not a general partner, the limited partner is only liable to persons who transact business with the limited partnership and who reasonably believed based on their conduct, that the limited partner is a general partner. Holzman v. DeEscamilla Facts: The appointed trustee of a bankrupt estate, Plaintiff Lawrence Holzman, brought this action to hold Defendants, Ricardo de Escamilla et al. liable as general partners of the business at issue ROL: if a limited partner exercises control over the business he becomes a general partner and loses any limited partnership protection III. Corporations (Chapter 3) A. The Nature of the Corporation a. Shareholders are the owners of the corporations with 2 fundamental rights: (1) residual value of the firm and (2) elect the member of the board of d irectors b. Directors are (1) elected by shareholders based on the shareholders percentage of ownership (proportional); (2) have a fiduciary duty to manage the firm on behalf of the shareholders; and (3) may have a responsibility to 3rd party by statute c.Officers (CEO, CFO, CO, etc. ) are (1) hired by the board of directors for day to day operations; (2) responsible to the BOD for day to day operations for the benefit of the shareholders; and (3) the certificates of incorporation or bylaws will define which roles are officer positions d. Promoters: (1) people who are doing the work to create the corporation; (2) before certificate of incorporation creates shareholders, directors, and officers; and (3) can become a shareholder, director, or officer e. 3rd Parties: something impacted by the corporations including customers, suppliers, vendors, government, environment B. Promoters and the Corporate EntityCorporation: A distinct legal entity characterized by continuous existence; free alienability of interests held therein; centralized management; and limited liability on the part of the shareholders of the corporation Southern-Gulf Marine Co. No. 9, Inc. v. Camcraft, Inc. Facts: Plaintiff, Southern-Gulf Marine Co. No. 9, Inc. , contracted with Defendant, Camcraft, Inc. , to buy a supply vessel from Defendant. Defendant refused to comply with the agreement, arguing that the contract was invalid because Plaintiff was not incorporated in Texas as the initial agreement stated. ROL: where a party has contracted with what he acknowledges to be a corporation, he is estopped from denying the existence or the legal validity of such a corporation C. The Corporate Entity and Limited Liability Corporate veilCorporate veil – refers to the shielding from personal liability of a corporations officers, directors, or shareholders for unlawful conduct engaged in by the corporation when corporate formalities are respected, the corporate veil will be left intact courts will disregard the corporate veil whenever necessary to prevent fraud or to achieve equity Corporate veil makes risk finite in terms of liability to that which is invested to encourage investors to invest in those with managerial skills and contribution of capital into the business The combination of capital and managerial expertise is key to effective business operation Piercing the corporate veil is an act of equity Walkovszky v. Carlton Facts: A pedestrian struck by a taxicab sued the corporation in whose name the taxi was registered, the cabdriver, nine corporations in whose names other taxicabs were registered, two additional corporations, and three individuals. ROL: An individual can be held liable for the acts of a corporation through the doctrine of respondeat superior if it can be shown that the individual used his control of the corporation for personal gain. a. pon the principal of respondeat superior, the liability extends to negligent acts as well as commercial dealings b. h owever, where a corporation is a fragment of a larger corporation combine which actually conducts the business, a court will not pierce the corporate veil to hold individual shareholders liable Under capitalization is a value judgment Sea-Land Services, Inc. v. Pepper Source Facts: Plaintiff corporation, Sea-Land Services, Inc. , delivered a shipment of peppers for Defendant, Pepper Source, but was never paid and Pepper Source was dissolved before judgment could be enforced against it. Plaintiff wanted to hold Pepper Source and the other Defendants, Gerald Marchese and other corporations he controlled, liable.ROL: Van Dorn Test: In order to pierce the corporate veil and impose individual liability, a creditor must show (1) that there was such a unity of interest between the individual and the corporate entity that separate identities no longer existed, and (2) that a failure to do so would promote â€Å"injustice† or sanction a fraud in some way beyond simply leaving a credit or unable to satisfy its judgment 4 Factors in evaluating the unity of interest: (1) failure to maintain adequate corporate records or comply with corporate formalities; (2) commingling of funds or assets; (3) undercapitalization; (3) one corporation treating the assets of another corporation as its own Possible for one corporation to be liable for the acts of another through a piercing of the corporate veil, in this case there was a reverse piercing, must initially pierce the corporate veil to get to the other corporation. Reverse piercing puts Sea-Land into the position of a debtor instead of shareholder and would have a higher priority to receive funds Commingling assets- combining of money or property into a joint account or asset An unpaid judgment is insufficient to pierce a corporate veil- must examine to see if he shareholder treated the corporation as something different Fulfilling corporate niceties are a transactional cost to the business Frigidaire Sales Corporation v. U nion Properties, Inc. Facts: Frigidaire Sales Corp, a creditor of Commercial Investors, a limited partnership, brought an action against the corporate general partner and its limited partners individually when the partnership failed to pay installments due on contract ROL: Limited partners are not liable for the debts of a limited partnership simple by their status as officers, directors, or stockholders of the corporate general partner as long as they conscientiously keep the corporate matters General partners are liable for the debts of limited partners Officers generally not liable for corporate debts Shareholders (owners of the company) rights: (1) money-residual value of the firm, usually by way of dividends or through appreciation of price stock trades. P/E Ratio where P is market price and E is earnings, divide profits by shares outstanding, 12 P/E means 2 years to get your money back; and (2) vote-for directors of the corporation D. Shareholder Derivative Actions Shareholder derivative lawsuit: lawsuit brought by shareholders on behalf of the organization to compel the organization to take certain action Why? because shareholders feel the corporation is not protecting shareholder interest. The shareholder steps into the shoes of the corporation When? ypically found where officers have some relationship with third party or the third party is the corporate officers Precondition of a derivative lawsuit: shareholder must demand corporation to act before suing. Some jurisdictions excuse the demand requirement where the demand would be futile (i. e. asking the director to sue self) Applies when? the corporation has suffered a loss. Distinguished from direct shareholder loss Institutional investor- people who have significant investments in a corporation Cohen v. Beneficial Industrial Loan Corp. Facts: Plaintiff brought a stockholder’s derivative action in federal court. Defendant, Beneficial Industrial Loan Corporation, argued that a New Jersey tate l aw requiring parties to secure a bond for payment of the opposing party’s legal fees should be followed ROL: A shareholder’s derivative suit will follow state non-procedural laws regarding the derivative suits when possible. E. The Role and Purposes of Corporations A. P. Smith Mfg. Co. v. Barlow Facts: Diversity lawsuit. Defendant stockholders, Ruth Barlow et al. , questioned the legality of a charitable donation to Princeton University made by Plaintiff corporation, A. P. Smith Manufacturing Company. ROL: State legislation adopted in the public interest can be constitutionally applied to preexisting corporations under the reserved power. Corporate gift-giving is an allowable method of increasing goodwill. nder Erie doctrine, state rules apply for substantive issues whereas, federal rules apply for procedural issues Business Judgment Rule (BJR) Doctrine that relieves corporate directors and/or officers from liability for decisions honestly and rationally made in the co rporations best interest BJR: In the absence of fraud, illegality, or conflict of interest, the court will not substitute its judgment for the judgment of the corporate managers Why? (1) there are identifiable transactional costs for hesitating; (2) designed to accommodate the appropriate level of risk, which is better for the economy as a whole Dodge v. Ford Motor Co. Facts: Plaintiff shareholders, Dodge et al. brought an action against Defendant corporation, Ford Motor Company, to force Defendant to pay a more substantial dividend, and to change questionable business decisions (expand factory capability by adding steel plant & use profits to lower price of its cars) by Defendant. ROL: The purpose of a corporation is to make a profit for the shareholders, but a court will not interfere with decisions that come under the business judgment of directors. Although a corporation's directors have discretion in the means they choose to make products and earn a profit, the directors may no t reduce profits or withhold dividends from the corporation's shareholders in order to benefit the public. IV. The Duties of Officers, Directors, and Other Insiders (Chapter 5) A. The Obligations of Control: Duty of CareFiduciary Duty: a legal obligation to act for the benefit of another, including subordinating one's personal interests to that of the other person Business Corporation law: permits actions against directors for failure to perform duties in managing corporate assets option: the right to buy X shares at Y price for Z amount of time Kamin v. American Express Company Facts: Stockholders brought a derivative action, asking for a declaration that certain dividend in kind was a waste of corporate assets ROL: Whether or not a dividend is to be declared or a distribution made is exclusively a matter of business judgment for the board of directors, and the courts will not interfere as long as the decision is made in good faith.ROL: A complaint alleging some course of action ot her than that taken by the board would not have been more advantageous does not give rise to a cause of action for damages Errors in judgment are not sufficient grounds for equity interference for the powers of the entrusted with corporate management are largely discretionary-courts will not interfere with such discretion unless it first appears that the directors are acting in bad faith or for a dishonest purpose Smith v. Van Gorkam Facts: Plaintiffs, Alden Smith and John Gosselin, brought a class action suit against Defendant corporation, Trans Union, and its directors, after the Board approved a merger proposal based solely on the representations of the CEO of Trans Union, fellow Defendant Jerome Van Gorkom.ROL: The business judgment rule presumes that, when making business decisions, directors act on an informed basis, in good faith, and in the company's best interest ROL: the business judgment rule shields directors or officers of a corporation from liability only if, in reachi ng a business decision, the directors acted on an informed basis, availing themselves of all material information reasonably available. 1. Director may only rely on credible information provided by competent individuals, after taking reasonable measure to substantiate it 2. Directors have a duty to be informed to go about their responsibilities in a deliberate manner – hire outside experts (attorneys and investment bankers) 3. Gross negligence is the standard Directors are fully protected in relying in good faith on reports made by officers.The term â€Å"report† has been liberally construed to include reports of informal personal investigations of corporate officers There is no protection for directors who made unintelligent or unadvised judgment Valuing the Business Intrinsic value – what the company is really worth – no one knows what this is 3 Value indicators of a business: (1) cash flow; (2) asset value; (3) share price Discounted Present Value (DPV ) – what is the present value of the income stream. What would you pay to get X dollars tomorrow – a dollar today is worth more than a dollar tomorrow because of inflation. DPV is just one value indicator of a company's value Leveraged BuyoutLeverage Buyout – purchase of a company financed by a relatively small amount of equity and a large amount of debt. Management Leveraged Buyout (MLBO) – inherent conflict in that the management would be making money. (1) Sellers are the shareholders and they want to get the highest price possible, represented by the BOD; (2) Buyers want to pay as little as possible, in a MLBO, the BOD are the one's buying the firm. In a MLBO, the directors are on both sides of the bidding table; therefore we need to have a disinterested director or 3rd party value the firm BJR 1. If the BJR applies, then the analysis ends, no further inquiry needed 2. If BJR does not apply, then look to see if there is a breach of duty 3.A combination of fiduciary duties of care and loyalty give rise to the requirement that a director discloses to the shareholder all material facts bearing upon a merger vote 4. Five Factors to consider in the fairness of the transactions: (1) timing; (2) initiation; (3) negotiation; (4) structure of the transaction; (5) disclosure to and by the directors and shareholders Francis v. United States Facts: Plaintiffs, the trustees in bankruptcy of Pritchard & Baird Intermediaries Corporation (†P&B†), filed suit against Defendant, the executrix of the estate of Lillian Pritchard, for a breach of fiduciary duty as a director of P&B. Lillian Pritchard did not exercise ordinary care n monitoring the finances of P&B when her sons, other members of P&B management, misappropriated funds ROL: Directors have the duty to act honestly and in good faith and with the same degree of diligence, care and skills that a reasonably prudent person would use in similar circumstances ROL: Liability of a corpo rations directors to its clients requires the following to be demonstrated: (1) a duty existed; (2) the directors breached that duty; (3) the breach was a proximate cause of the client's loss ROL: A director's general obligation make it incumbent upon directors to discharge their duties in good faith and with that degree of diligence, care, and skill which ordinarily prudent men would exercise under similar circumstances in like positions. The general rule is that Directors are not personally liable for the debts of the corporation ROL: a director should acquire at least a rudimentary understanding of the business of the corporation . 1) a director should become familiar with the fundamentals of the business in which the corporation is engaged. (2) Because directors are bound to exercise ordinary care, they cannot set up as a defense lack of knowledge needed to exercise the requisite degree of care ROL: Directors are under a continuing obligation to keep informed about the activitie s of the corporation and cannot rely on reports/information by officers if the director knows or should have known that such information is not reliable ROL: Usually a director can absolve himself of liability by informing other directors of the impropriety and voting for a proper course of action. 1) Conversely, a director who votes for or concurs in certain actions may be liable to the corporation for the benefit of its creditors or shareholders, to the extent of any injuries suffered by such persons, respectively, as a result of such action. (2) A director who is present at a board meeting is presumed to concur in a corporate action taken at the meeting unless his dissent is entered in the minutes of the meeting or filed promptly after adjournment ROL: if the business judgment rule does not apply, determine if the decision of the director was a breach of fiduciary duty and establish if it was the proximate cause of the damages B. Duty of Loyalty Bayer v. Beran Facts: Plaintiffs, Bayer et al. filed a derivative shareholder action against Defendant directors, Beran et al. , contesting their decision to pay for radio advertising that employed a director’s wife. Plaintiffs also argued that Defendants needlessly renew the employment contract of Dr. Henri Dreyfus. ROL: A director does not breach his fiduciary duty by approving a radio advertising program in which the wife of the corporate president, who is also a member of the BOD, was one of the featured performers ROL: A director has a fiduciary duty to support the corporation’s interest over his or her own conflicting interests, and any competing interests renders the business judgment rule inapplicable. i. f the BJR does not apply, the directors have the burden of proof, to prevent a conflict of interest, demonstrating they dealt at an arm's length with the specific transaction ii. if a disinterested majority of directors have ratified a contract and if the complaining party could not prove it u nfair, the courts generally hold the contract valid C. Corporate Opportunities Broz v. Cellular Information Systems, Inc. Facts: Defendant, Robert Broz, was the sole stockholder of RFB Cellular, Inc. (†RFBC†) while also acting as an outside director for Plaintiff Cellular Information Systems, Inc. (†CIS†). Plaintiff brought an action against Defendant when Defendant purchased a cellular license for RFBC over a bid by CIS.ROL : The corporate opportunity doctrine holds that an officer or director of a corporation can take a corporate opportunity (1) if the opportunity is presented to them in their individual capacity; (2) the opportunity is nonessential to the corporation; (3) the corporation has no expectation for the opportunity; (4) and they have not wrongfully utilized corporate resources to take advantage of the opportunity. HC ROL: Under the doctrine of corporate opportunity, a corporate fiduciary must place the corporation's interest before his own inter ests in appropriate circumstance, but a corporate fiduciary does not breach his or her duty by not considering the interests of another corporation proposing to acquire the corporation in deciding to make a corporate purchase.Usurpation of Corporate opportunity factors: (1) corporation is financially able to take advantage of the opportunity; (2) the opportunity is in the corporate line of business; (3) corporation has an expectancy interest; and (4) accepting the opportunity would create a conflict of interest In Re eBay, Inc. Shareholders Litigation Facts: Shareholders of eBay brought derivative action against certain eBay officers and directors for usurping corporate opportunities when they accepted thousands of initial public offering shares at the initial offering price from eBay's investment banker, Goldman Sachs ROL: Where a corporation regularly and consistently invests in marketable securities, a claim for usurpation is stated where it is alleged the corporation's officers and directors accepted the IP share allocations at the initial offering price instead of having those shares allocated to the corporation.ROL: A claim of aiding and abetting a breach of fiduciary duty is stated where it is alleged that an investment banker has allocated lucrative IPO shares to a corporations insiders knowing(1) that the insider owed a fiduciary duty to the corporation not to profit personally at the corporations expense i. e. created a conflict of interest; (2) the corporation regularly invested in marketable securities, i. e. , in the line of business; and (3) the company was financially able to take advantage of the opportunity E. Dominant Shareholders Sinclair Oil Corp. v. Levien Facts: Plaintiff, Francis Levien, brought suit as a minority shareholder of Sinclair Venezuelan Oil Company (†Sinven†) which was a subsidiary of Defendant, Sinclair Oil Corporation. Plaintiff alleged that Defendant caused Sinven to pay out excessive dividends, and that Defend ant breached their contract with Sinven.CB ROL: A standard of intrinsic fairness will be applied in any self-dealing transaction by a parent corporation whose majority ownership places a fiduciary duty upon the parent corporation, but the transaction only be self-dealing if the transaction is to the detriment of minority shareholders. Self Dealing: transaction in which a fiduciary uses property of another, held by virtue of the confidential relationship, for personal gain. Shareholders do not have a fiduciary duty to one another 3 Cause of Action Arguments (1) Excessive dividends (Self-Dealing): No self dealing because each shareholder received a proportionate share of divided payment (2) Usurpation of corporate opportunities: No opportunities presented to Siven independently and which Sinclair either took for itself or denied to Sinven.OK to use different subsidiaries in other countries for different business opportunities-apply BJR (3) Breach of contract: self-dealing involved and Sinclair required to account to Sinven Intrinsic Fairness Test (IFT) ROL: IFT should not be applied to business transactions where a fiduciary duty exist but is unaccompanied by self dealing IFT is a defense to a claim that a director engaged in an interested transaction by showing the transaction's fairness to the corporation when the situation involves a parent and subsidiary, with the parent controlling the transaction and fixing the terms, the test of intrinsic fairness, with its resulting shifting of burden of proof, is applied.The basic situation for the application of the rule is the one in which the parent has received a benefit to the exclusion and at the expense of the subsidiary if such a dividend is in essence self-dealing by the parent, then intrinsic fairness standard is the proper standard for example, suppose a parent dominates a subsidiary and its board of directors. The subsidiary has two classes of stock, X and Y. Class X is owned by the parent and Class Y is own ed by minority stockholders of the subsidiary. If the subsidiary, at the direction of the parent, declares a dividend on its Class X stock only, this might well be self-dealing by the parent. If would be receiving something from the subsidiary to the exclusion of and detrimental to its minority stockholders.This self-dealing, coupled with the parent's fiduciary duty, would make intrinsic fairness the proper standard by which to evaluate the dividend payment Dominant Shareholder Some fiduciary duties imposed (1) controlling shareholders can control the board. It is possible to control the board with less than 50% ownership (2) Some corporate actions require the shareholder vote and if the shareholder uses the vote in an unfair manner, the court will hold the shareholder liable. Intrinsic Fairness Test is triggered when one party is on both side of the transaction. The controlling shareholder has the burden of proving that transaction was fair to the corporation F. Ratification Fleigl er v. LawerenceFacts: Plaintiff, Irving Fliegler, brought a suit on behalf of Agau Mines, Inc. , against Defendant directors, John Lawrence et al. , after they voted to exercise an option to purchase shares of another company. CB ROL: Shareholder ratification of a transaction between the corporation and an interested party will not be legitimate if the majority of the shareholders are the interested parties. G. Disclosure and Fairness H. Delaware General Corporation Law Section 144 Rule 10b-5 (a) unlawful to defend or make untrue statements in connection with purchase or sale of securities-Look for deception or manipulation (i) disclosures must be honest (ii) allows for a private cause of action iii) companies are required to speak to tell things to the market and when they disclose it must be honest (iv) if a company discloses information to the market, whether required to disclose or not, must make an honest disclosure (v) typically, companies refrain from disclosing unless requi red by the SEC or required by market forces. Basic Inc. B Levinson Facts: Respondents, Max Levinson et al. , held shares in Petitioner Corporation, Basic Inc. Respondents brought this action after 3 misleading statements concerning a potential merger induced them to sell their shares at a depressed price. CB ROL: Misleading statements during merger discussions will be material under Rule 10b-5 if the misstatements would have changed the view of the total information by a reasonable investor.ROL: whether a company's state is material, in the context of merger discussions, requires a case-by-case analysis of the probability that transaction will be consummated and the significance of the transaction to the issuers of the securities ROL: an investor's reliance on material, public, misrepresentations may be presumed under the fraud-on-the-market theory for purposes of a Rule 10b-5 action Materiality importance-the degree of relevance or necessity to the particular matter, a fact based i nquiry (1) to fulfill the materiality requirement there must be a substantial likelihood that the disclosure of the omitted fact would have been viewed by the reasonable investor as having significantly altered the â€Å"total† mix of information available. Does the statement made by the company change the total mix of the information available? 2) materiality depends on the significance the reasonable investor would place on the withheld or misrepresented information (3) As the probability of the event increases, it becomes more and more material and increases the need to disclose (4) As the magnitude of the event increases, it becomes more and more material and increases the need to disclose (5) Probability x Magnitude = Materiality SEC Securities and exchange commission encourages transparency through disclosure of information that is material Fraud on Market (FOM) FOM the price of a company's stock is determined by the available information regarding the company and its b usiness. Misleading statements will therefore defraud purchasers of stock even if the purchasers do not directly rely on the misstatements. The market must be able to recognize the information and reflect the information in an adjustment in the price of stock Dissent in Basic he court should not endorse the fraud on market theory for 3 reasons: (1) common law doctrine of fraud and deceit; (2) the court presumption of reliance also assumes that buyers and sellers rely not just on the market price, but on the integrity of that price; and (3) many investors purchase or sell stock because they believe the price inaccurately reflects the corporations worth. Therefore, Efficient Market Theory (EMT) in a deep and liquid market, The market takes into account all available information and no one has any additional, valuable information if that's true, over the long term you can't beat the market because the market will always have more information than an individual over time. Therefore, for Rule 10b-5 action the court presumption is that the shareholder relied on the price of the stock. now the burden of proof is on the defendants to prove that the shareholders actions were not in reliance on the price of the stock but some other reason. RelianceReliance provides the requisite causal connection between the defendants misrepresentation and a plaintiff's injury we previously dispensed with a requirement of positive proof of reliance, where a duty to disclose material information had been breached, concluding that the necessary nexus between the plaintiff's injury and the defendant's wrongful conduct had been established Reliance of individuals on the integrity of the market price may be presume; however, that presumption can be rebutted Misc because most publically available information is reflected in the market price, an investor's reliance on any public material misrepresentation. The court adopted the TSC Industries standard of materiality for 10b5, which concludes that an omitted fact is material if there is a substantial likelihood that reasonable shareholder would consider it important in deciding how to vote. (a) further to fulfill the materiality requirement, there must be a substantial likelihood that the disclosure of the omitted fact would have been viewed by the reasonable investor as having significantly altered the total mix of information made available. b) there must be reliance on the statement or omission. (1) there is more than one way to demonstrate the casual connection between the misrepresentation and the plaintiff's injury–no requirement of positive proof of reliance, (2) the class action is extremely important because it allows the plaintiffs to secure counsel to pursue claims that otherwise would be cost prohibitive; (3) The court held that there is a presumption of reliance. Agreement in Principle Test Preliminary merger discussions do not become material until agreement in principle as to the price and structure of the transaction have been reached between the would be merger partners. rationales are offered in support of this (1) an investor should not be overwhelmed by excessively detailed and trivial information and focuses on the substantial risk that preliminary merger discussions may collapse (2) it helps to preserve the confidentiality of merger discussions where earlier disclosure might prejudice the negotiations. (3) the test also provides a usable, bright line rule for determining when disclosures must be made. In Basic, the shareholders sold stock based on their reliance on the integrity of the price set by the market, but because of Basic's material misrepresentation that market prices had been frequently depressed Probability/Magnitude Approach ateriality will depend at any given time upon a balancing of both the indicated probability that the event will occur and the anticipated magnitude that the event will occur and the anticipated magnitude of the event in light of the tot ality of the company activity (1) to assess the probability, a fact finder will need to look to indicia of interest in the transaction at the highest corporate levels–board resolutions, instructions to investment bankers, and actual negotiations between principals or their intermediaries may serve as indicia of interest (2) to assess magnitude of the transaction to the issuer, a fact finder will need to consider such facts as (a) the size of the two corporate entities and (b) the potential premiums over market value Why allow private individuals to press claims? allows people with a real stake in the claim to pursue it encourages reaching the larger statutory goal of disclosure by having mini-private-attorney generals–basically a multiplier for the SEC West v. Prudential Securities, Inc. Facts: Plaintiffs, Dean West et al. brought an action under the fraud-on-the-market doctrine after a stockbroker for Defendant, Prudential Securities, Inc. , gave then non-public tips that were fraudulent. CB ROL: A fraudulent statement needs to be made publicly accessible in order for a plaintiff to claim that the statement caused a loss on the investment. ROL: Unless the information reaches the market, there can be no fraud on the market to satisfy the reliance factor Santa Fe Industries, Inc. v. Green Facts: Plaintiffs, Green et al. , were minority shareholders of Kirby Lumber Corp. Plaintiffs brought this action to recover a greater share price after Defendant majority shareholder, Santa Fe Industries, Inc. , forced Plaintiffs to sell their shares.CB ROL: Section 10(b) of the Securities Exchange Act and Rule 10b-5 prohibit conduct involving manipulation or deception, but are not so expansive as to govern incidences of fiduciary breach. ROL: before a claim of fraud or breach of fiduciary duty may be maintained under 10b-5, there must first be showing of manipulation and deception Manipulation and Deception inadequate compensation does not rise to level of mani pulation or deception when all facts are disclosed No manipulation or deception; therefore, the shareholders filed the wrong cause of action and should have sought an appraisal remedy In addition, state law generally governs the internal affairs of a corporation, such as fiduciary responsibility Remember Rule 10b-5 is a federal cause of actionThe Court granted which relief that could be granted (a) federal law was asserted violated because the merger was undertaken without prior notice (b) the low valuation placed on the shares in the cash exchange offer was itself said to be fraud that is actionable under 10b-5 (c) the purpose of getting rid of the minority shareholder helps to eliminate the fiduciary duty and also if you can buy the minority shareholders out at a lower price, there's more money to be made (d) 10b-5 cause of action is based on market manipulation and there can also be a 10b-5 action when there is no sufficient disclosure, but not for insufficient compensation 10b-5 reach for minority shareholder squeeze out 0b-5 reaches breaches of fiduciary duty by a majority shareholder against a minority shareholder without any charge of misrepresentation or lack of disclosure Neither misrepresentation nor non-disclosure are necessary elements of rule 10b-5 starting point of every 10b-5 case involving construction of a statute is the language itself–the language gives no indication that Congress meant to prohibit any conduct not involving manipulation or deception Two factors determine whether Congress intended to create a federal cause of action: (1) language of the statute; and (2) whether the cause of action is traditionally relegated to state law. Absent a clear indication of congressional intent, the Courts are reluctant to federalize the substantial portion of the law of corporations that deals with transactions in securities, particularly where established state policies of corporate regulation exist. 2 Reasons Sante Fe is an appropriate case for an appeal 1) the district court's order marked an substantial extension of the fraud on the market approach Basic held that because most publicly available information is reflected in the market price, an investor's reliance on any public material misrepresentation-that public information trades quickly and influences securities prices (2) Few securities transactions are litigated to conclusion, so a review of this novel and important legal issue may be possible only through the Rule 23(f) device (a)it is hard to see how Hofman's non public statements could have caused changes in the price of Jefferson's Savings stock -found the fraud on the market doctrine on a causal mechanism with both theoretical and empirical power, for non public information there is nothing comparable (b) there is non public information and securities prices, let alone show that the link is as strong as the one deemed sufficient (c) Blue Chip Stamps court held plaintiff had no cause of action under 10b-5 because it had neither bought or sold shares, plaintiff argued because the corporation negatively painted their position, it exercised the right not to purchase share on which they would have made a profit. (d) Ernst v.Ernst court held that liability for issuance of a false or misleading statement requires proof of a state of mind referred to scienter, court also held recklessness would be sufficent (e) Central Bank court held that there was not implied private right of action against those who aid and abet violation of Rule 10b-5 I. Inside Information Securities and Exchange Commission v. Texas Gulf Sulfur Co. Facts: Plaintiff, the Securities and Exchange Commission, brought this suit against Defendants, Texas Gulf Sulphur Co. , et al. , after Defendants bought shares of Texas Gulf while they secretly had positive information regarding mining activities carried out by the company.CB ROL: Insiders cannot act on material information (information that a reasonable man would deem impo rtant to the value of the stock) until the information is reasonably, publicly disseminated. ROL: it is unlawful to trade on material inside information until such information has been disclosed to the public and has had time to become equally available to all investors ROL: A company press release is considered to have been issued in connection with the purchase or sale of a security for purposes of imposing liability under the federal securities laws, and liability will flow if a reasonable investor, in the exercise of due care, would have been misled by it. The essence of Rule 10b-5 is that anyone, would have been misled by it.In the securities if a corporation has access, directly or indirectly, to information intended to be available only for a corporate purpose and not for the personal benefit of anyone may not take advantage of such information knowing it is unavailable to those whom he is dealing Rule of Disclosure or Abstention Anyone in possession of material inside inform ation must either disclose it to the investing public, or if he disabled from disclosing it in order to protect a corporate confidence, or he chooses not to do so, must abstain from trading or recommending the securities concerned while such inside information remains undisclosed. Becomes a Rule of Abstention insider must either disclose or abstain. in this instance the company prohibited the insider from disclosing the information..Thus even if the insider quit the company and sought to disclose, the insider's fiduciary obligation to the company prohibits the insider from disclosing the information (i) because the information is private information of the company, it ultimately results in requiring the insider to abstain from trading (ii) insiders must refrain from trading until the market digests the information Materiality Test the basic test of materiality is whether a reasonable man would attach importance in determining his choice of action in the transaction in question. (i) this encompasses any fact which in reasonable and objective contemplation might affect the value of the corporation's stock or securities. ii) thus, material facts include not only information disclosing the earnings and distribution of a company, but also those facts which affect the probable future of the company and those which may affect the desire of the investors to buy, sell, or hold the company's securities Required Disclosures 10Q – quarterly earnings 10k – annual earnings 8k – material events that occur between reporting periods. Insider Information anyone in possession of material inside information must either disclose it to the investing public or if he is prevented from disclosing to protect corporate confidence, or he chooses not to do so, must abstain from trading in or recommending the securities concerned while such inside information remains undisclosed. a) the insider's duty to disclose information or his duty to abstain from dealing in his c ompany's securities arise only in situation which are essentially extraordinary in nature and which are reasonably certain to have a substantial effect on the market price of the security if the extraordinary situation is disclosed (b)the test of materiality is whether a reasonable would attach importance in determining this choice of action in the transaction in question (c) corporations are only required to disclose that information that is required to be disclosed–there is a duty to disclose every annually, quarterly, and between quarters those events and activities that are extraordinary information (d) a survey of the facts establish that knowledge of the results of the discovery hole K 55 1 would have been important to a reasonable investor and might affect the price of stock (e) a major factor in determining discovery was material is the importance attached to the drilling result by those who knew about it (1) once the information is disclosed, the market will adjust ( 2) the insider traders can start trading as soon as the market can digest the information (in modern society that's quickly) Holding: All transactions in TSG stock or calls by individuals apprised by the drilling results were made in violation of Rule 10b-5 V. Problems of Control (Chapter 6) A. Proxy Fights Proxy is the right to vote someone else's shares Proxies are need to establish quorums (50%+1), which are typically required for an election to count The outcome of voting will depend on which group has collected the most proxies: Under corporate law, shareholders may appoint an agent to attend the meeting and vote on their behalf and hareholder proxy holder Incumbent managers of large firms solicit proxies from shareholders directly Both Tender offers and proxy fights are subject both to the 1934 Securities Exchange Act and to state corporate statutes SEC – Federal Rules Require Certain Disclosures when Soliciting Proxies Proxy statement must be given– statement mu st disclose material information Proxy battles is a way to change the way a firm is manage Proxy Contest proxy contest is a struggle between two corporate factions to obtain the votes of uncommitted shareholders. A proxy contest occurs when a group of dissident shareholders mounts a battle against corporations managers 1.Strategic Use of Prox