Napleon And Wellington Essays - Knights Of The Golden Fleece

Napleon And Wellington Napoleon Bonaparte and Arthur, Duke of Wellington The careers of Napoleon Bonaparte and Arthur Wellesley, 1st duke of Wellington, contrasted in many different ways. The manner in which both rose to glory was quite dissimilar. Napoleon Bonaparte was born in Corsica on August 15, 1769 and was thought to be the most formidable military commander since Alexander the great. He was a bright, charismatic child of noble background. As a boy, he was described as good ?willed and generous. At nine, through his father's influence, Napoleon went off to military school in Paris at the expense of King Louis XVI. It was here that it was discovered that he had and amazing brain capacity and was considered a genius, yet nobody could imagine his success and all of the dead bodies he left in his wake for the sake of peace. Wellesley, on the other hand, was born on May 1, 1769, in Dublin and was also of noble background. As an adult, Wellesley would rise to rule the British empire, but as a schoolboy his future looked grim and lacked the genius that Napoleon possessed. His situation became so desperate that he was sent to military school, where his metamorphosis was astonishing. He found that he enjoyed the army and needed it to establish a career in life. He was given the title ?1st Duke of Wellington? due to his military successes. In school, Napoleon was always the leader and could always win at games due to his strategies and his impeccability at outwitting the other team. He was attracted to the military for a number of reasons and he had secret weapons such as his extraordinary intelligence. The military schools of Napoleon and Wellesley never engaged in competition so they never met. Napoleon graduated military school in 1785, at the age of 16, and joined the artillery as a second lieutenant. He studied firepower and trained in the artillery, which would help Napoleon become a genius in this field. Meanwhile, in 1787, Wellesley was commissioned to the British army and, although he was extremely ambitious, his youth sometimes showed. In 1790, Wellesley was elected to the Irish parliament and participated in the unsuccessful campaign of 1794-95 against French forces in the Netherlands. Upon returning to England in 1805, he was rewarded with knighthood. After the Revolution began, Napoleon became a lieutenant colonel in the Corsican National Guard but, in 1793, Corsica declared independence, and Bonaparte, a French patriot and a Republican, fled to France with his family. He was assigned, as a captain, to an army besieging Toulon, a naval base that, aided by a British fleet, was in revolt against the republic. Replacing a wounded artillery general, he drove the British fleet from the harbor, and Toulon fell. Napoleon was then promoted to brigadier general at the age of 24 and in 1796 he married Josephine de Beauharnais, the widow of an aristocrat guillotined in the Revolution and the mother of two children. Also in 1796, Bonaparte was made commander of the French army in Italy and due to his victories, he became quite well known and respected by the French. In the same year, Wellesley, now holding the rank of colonel in the army, went to India, where he received his first independent command. Wellesley's brother was appointed governor-general of India in 1797, and Arthur took part in several military campaigns and returned to England in 1805. In 1798, Bonaparte led an expedition to Turkish-ruled Egypt, which he conquered yet his fleet was destroyed. Undismayed, he reformed the Egyptian government and law, abolishing serfdom and feudalism and guaranteeing basic rights. In 1799, he won a smashing victory over the Turks but failed to capture Syria. Napoleon then decided to leave his army and return to save France, where he joined a conspiracy against the government. He and his colleagues seized power in the coup d'etat of November 1799, and established a new regime called the Consulate. Under its constitution, Bonaparte, as first consul, had almost dictatorial powers. In 1802 the constitution was revised to make Bonaparte consul for life and then in 1804 it made him emperor. He reorganized the administration, simplified the court system, and all schools in France were

Write a Book That Hollywood Will Love (in 5 Steps)

Write a Book That Hollywood Will Love (in 5 Steps) What It Takes to Write a Book that Becomes a Movie Brooke Maddaford, Reedsy editor and former editor at a Big 5 publishing house, shares her tips on what your book needs to be made into a movie, based on her experience editing A Futile and Stupid Gesture: How Doug Kenney and â€Å"National Lampoon† Changed Comedy Forever, which was recently adapted into a Netflix Original Movie.The concept of art being derivative is not new. Hollywood loves making movies based on best-selling books because the audience is built in and the story already works. The film is almost guaranteed to have loyal fans who read the book and are excited to see the adaption, so producers don’t have to agonize about ticket sales.Four of the top five highest-grossing film franchises have literary origins. Forty-seven of the eighty-nine films that have won the Oscar for Best Picture were based on a book, novella, or short story. That’s over fifty percent!But not every good book is adapted into a film. Why is that?Josh Karp was wise to write a bio graphy about National Lampoon because his story spotlights a comedic empire built by famous eccentrics; pretty stellar biographical material already. But it wasn’t the just the brilliant personalities or counterculture backdrop that attracted Netflix. It was how the author swirled together his plot, characters, and setting - and his well-crafted writing - that produced a book with the qualities that Hollywood seeks. (This is a great resource that talks more about â€Å"Show, Don’t Tell.†)Step 5: Don’t Write a Screenplay Masquerading as a BookMy greatest recommendation is this: if you want to write a book, write a book, and if you want to see your story told through film, write a screenplay. Don’t write a screenplay masquerading as a book.   Ã‚  Although both authors and screenwriters are storytellers, a book is a fundamentally different medium than a movie.If you’re uncertain about if you should write a screenplay or a book, ask yourself these questions:Can my story be told in two hours or less? (If so, a screenplay may be best.)Does my story involve a lot of narration or internal dialogue? (If so, write a book.)Do I want my writing to be followed by another robust creative process to translate it to film? (If so, go with a screenplay.)When I think of my story, do I see people reading it or watching it?What does my story want to be? How does it want to be tol d?There are no right or wrong answers to these questions - it’s important to follow your intuition.My advice? Write what you know. And enjoy the process!If you have any thoughts or questions on writing a film-worthy book, drop a message in the comments below.

The various exit strategies that investors may use and the Essay

The various exit strategies that investors may use and the implications for commercialization - Essay Example The exit strategy of the investors is in line with the objectives of the organization and the plans for future growth (Mayo, 2010). The various methods of liquidating the stakes of the company include issuance of the Initial Public Offerings, Merger and Acquisition, Sell-out of the company and transfer of shares to another family member. The exit strategies of the investors are also influenced by the objectives of commercialization that requires attaining the best price for exit of the investment position. Exit strategies used by investors The majority of the stakes in an organization are held by the shareholders who have invested in the companies for future growth with an objective of the maximization of wealth. The attraction of investors by the organization depends on the provision of exit strategies provided to them. The exit strategies of the investors provide them with the opportunity to liquidate their investments in the companies in terms of converting their shareholdings int o cash amounts. The exit strategy of the investors falls in the same line with that of the organization which demands a higher market price against the prevailing intrinsic value of the stocks (Butler, 1993). The investors may be institutional investors or venture capitalists or angel investors who own the equity of the business from the time of start up. The investors look for a high return from the investments and an exit strategy over a period of 3 to 7 years. The exit strategies of the investors revolve around the management decisions of issuance of IPO of the company, entering into the process of the mergers and acquisitions, sell out of the company stakes or hand-over of business to another member of the family. The companies look to issue Initial Public Offering by selling the shares held by the held by stakeholders to the public for trading in the public stock exchange. In the process of issue of shares to the public, the investors would be able to liquidate their position a nd exit their position of investments (Northcott, 1992). When the investors sell a part of the stake, the investors loose their ownership control over the decisions of the management. In cases where merger and acquisition takes place, the buy out of the company by another larger player would enable the investors to exit their position of shareholdings in the company. In the process of merger and acquisition, the stocks bought by the acquiring company make provision for the investors of the acquired company to exit their position of investment. In case of sell-out of the company to another player in the industry, the existing investors would be able to cash out their investments in the company. The handover of the management to another family business could also be an exit strategy for the investors in order to cash out their investments. Implications of commercialization The aspect of commercialization has significant implications on the exit strategy of the investors. The various c onsiderations from the point of view of commercialization are the time of exit for the investors from their position of investment, the target group to which the stakes of the company should be sold and the method of exit preferred by the company. The objective of commercializat

Job Satisfaction Survey Essay Example | Topics and Well Written Essays - 750 words

Job Satisfaction Survey - Essay Example It presents a well-rounded picture of our current workforce and can offer some insight into improving employee job satisfaction. While this survey focused on job satisfaction, this approach could have many applications to our business. A similar survey could be used to design benefits packages or incentive programs. A wider range of options could be offered that would be more appealing to different age, gender, and demographic groups. In addition, it may serve to uncover the sources of dissatisfaction, which could be addressed and corrected. An example would be if a future survey were to reveal that single parents were less satisfied due to a lack of day care, the firm could consider adding that as a benefit. However, the company must keep in mind the legal requirements for hiring and not discriminate against any particular demographic group. Some of the highlights of the survey revealed some interesting factors about our workforce. Currently we have a workforce that is comprised of 62% females and 38% males. Most of these employees (59.6%) are employed in the administration department. The information department has 36.4% of the workforce with the remaining 4% employed in human resources. The administration department has a greater percentage of male employees. While males only comprise 38% of the total workforce, they make-up 41% of the administration department. ... Eighteen percent of the female workforce has tenure greater than 5 years, while males in the same category are 16.8%. The percentage of females and males with less than 2 years tenure is roughly equal with 59.4% and 60% respectively. In the area of job satisfaction, male and females are similar in their overall job satisfaction rating. Males had a mean overall score of 4.2 while females had 4.3. However, there was some variance in the intrinsic and extrinsic portion of the survey. Males had a higher mean score for intrinsic satisfaction outscoring females 4.8 to 4.3. However, females scored extrinsic satisfaction higher by a mean score 5.4 to the male's 4.9 rating. The benefits portion was females 4.9 mean rating and males 5.1. It should be noted that 10.7% of the workers employed less than 2 years had an overall satisfaction of 6 or higher, while this number reduced to 6.8% of the workers who had greater than 5 years tenure. If we were to select one person at random from the workforce, there is a 66.4% chance that the person would be between 22 an 49 years of age. Of the workforce, 153 members rated the overall satisfaction at 4.7 or less. This represents 61.2% of the total employees. Again, if were to pick a person at random there is a 13.2% chance that the employee will be male and in the information department. In the category of intrinsic satisfaction, 14% of the hourly employees rated the category at 6 or higher. In conclusion, these results can be useful in designing programs and facilities that will improve the job satisfaction for the workforce. It may be helpful to understand why females have a higher mean score on extrinsic satisfaction, while

The Nurse' Responsability in the Prevention of Medical Errors Essay - 1

The Nurse' Responsability in the Prevention of Medical Errors - Essay Example Errors can happen at any part of the healthcare organization. Understanding that errors take place, learning from such mistakes, and putting an effort to avoid potential or future errors embodies an important development in the healthcare system, a transition from a culture of sanctions and ‘pointing fingers’ to examination of the underlying reasons for errors and techniques to enhance procedures and mechanisms. All healthcare providers have a part in guaranteeing a safe environment for staffs and patients. This essay specifies four strategies on how nurses can prevent medication errors, namely, (1) knowing their patients, (2) knowing the medications, (3) communicating, (4) dealing carefully with medications that look and sound the same. Introduction Nurses carry out several of the major chores in medical or clinical settings; they are usually assigned to most patient services. Due to their substantial interaction with patients, nurses have the opportunity to serve a maj or function in the discovery of medical errors and the growth of a safe medical environment. This essay discusses four measures that nurses can take in order to prevent medical errors, namely, (1) knowing their patients, (2) knowing the medications, (3) communicating, (4) dealing carefully with medications that look and sound the same. Four Strategies to Prevent Medical Errors Researchers have reported that avoidable harmful medical errors take place because the nurse does not sufficiently know the patient (e.g. knowledge of a patient’s adverse reaction to several drugs) before prescribing and administering medications. Thoroughly and accurately knowing details about the patient allows nurses to identify needed and correct medications and procedures. Details like medical history, allergies, vital signs, and others are crucial in the process of monitoring the results of medications and the causal health condition (Yarbro, Wujcik, & Gobel, 2010). The nurse should properly infor m the pharmacist so that s/he can correctly identify and prepare all the prescribed medications. However, solely knowing the patient is not sufficient to avoid a medical error. The nurse should make sure of the identity of the patient before administering a medication. According to Yarbro and colleagues (2010), this can be done by making use of two patient markers, in addition to the room number of the patient. Staying up to date with new medications is vital. Being ignorant or uninformed about new medications can be as dangerous as not adequately knowing the patient. Almost all major medical errors take place because the patient obtains the incorrect medication or dosage. Mistakes in administering medication dosage often happen because of inaccuracy or miscommunication (Garber, Gross, & Slonim, 2009). In order for a nurse to acquire the latest details about medications, s/he should make use of a variety of sources (e.g. medication administration documents, dosing guidelines, drug p rocedures, textbooks, and constant communication with the pharmacists (Garber et al., 2009). Nurses should also regularly inform their patients about changes or new developments in their medications. Miscommunication is identified as a primary root of medical errors. It may be caused by the following. First is the lack of

Innocents Market Entry In Spain

Innocents Market Entry In Spain Introduction To evaluate the possibility of a market entry in Spain, a brief analysis concerning the company and the market will be conducted in this report. Chapter 1: Profile of the innocent company The large-scale company Innocent Ltd was founded by three friends in London in 1999, where it also has its headquarter and today employees about 275 people (Datamonitor 2009). Before they could start their business they had to find and investor, which was very difficult, as they wanted to go on a competitive market, the big drink and food industry. (Germain Reed p. 48 2009) The UK juice market is dominated by Pepsico owned Tropicana and Copella which is the parent company of the PJ smoothie brand. (Germain Reed p. 111 2009) The product range consists of â€Å"smoothies, smoothies for kids, superfruit smoothies, thickies† followed by â€Å"orange juice† and â€Å"veg pots† in 2008 and extended by â€Å"pure fruit squeezies† for kids in 2009 and a recipe book is available. (innocent 2009) The company has a strong brand image standing for natural, healthy and tasty products. They describe their main values as follows: â€Å"Natural, entrepreneurial, responsible, commercial and generous.† (p. 79) Thereby they created a USP by using only natural ingredients and this leads to a competitive advantage against their major competitors â€Å"Merrydown Plc., Kallo Foods Ltd., Princes Limited, SHS Group Ltd. and Britvic Plc.†(Datamonitor 2009) Innocent can be associated with a social and environmental responsible business, which can be seen in a large number of charity and environmental projects. In general a minimum of 10 % is given to Charity each year (Germain Reed p. 83 2009). Through developed communities on facebook, twitter und youtube Innocent is in a continuous informal dialog with their customers. The multilingual webpage provides consumers with detailed information about Innocent, their operations and an advisor page about healthy eating. (innocent 2009) In contrast innocents deal with Mc Donalds to sell the kids smoothies aroused discussions concerning the brand image. It was found that innocent had put sugar in their Juicy Water in 2007. (Daily Telegraph, 2007) There had been some controversial discussions about the production of smoothies, if they are really fresh and natural when the fruit and ingredients travel on a long way. (Donoghue, 2008) In the first three years sales increased from 2 to 16 million euro. S. 64 the predicted turnover will be between 105 and 110 million pounds in 2009. (Tryhorn Sweney 2009) Innocent is the market leader in its product segment in Europe (Daniel 2009) which serves a niche market and has an 82% market share in the UK. (IRI Infoscan 2009) In general the market decreases but in 2009 Innocents sales increased again, e.g. due to the new product vegetable potsâ€Å". (Sibun 2009) Markets Currently the company operates in the European market in 13 countries. Innocent launched its smoothies at first in the UK and then in Ireland, which was a logical step, as the market provided the lowest risk because of similar conditions. Today Ireland is innocents second largest market. (Germain Reed 2009) Innocent incrementally entered the following markets: Germany, Sweden, Northern Ireland, Finland, France, Belgium, Luxembourg, the Netherlands, Switzerland, Austria and Denmark. (Germain Reed, p. 64, 2009) Channels The company concentrates on its core competences are RD and Marketing, such as creating new recipes and their knowledge about fruit in general and creating a brand image. All the manufacturing parts of the business are outsourced to their partners, which saves them a lot of money, because they do not need to invest in technical equipment for the production process. (Germain Reed, p. 58, 2009) Moreover they have subsidiaries in Ireland, France, Denmark, the Netherlands and Germany. (Reed, 2007) Innocent has distribution partners selling their products to over 10,000 retailers. (innocent 2009) In the UK the innocent products are available in all Sainsburys, Waitrose, Somerfield supermarkets and in some branches of Morrisons, Budgens, Tesco, Safeway and Asda. Furthermore the products are available in chains such as Starbucks, Bagel Factory, Boots, Booths, Road Chef, Welcome Break, Moto, EAT, OBriens and in â€Å"independent sandwhich shops, delis, health food places and the odd meditation centre.† (innocent 2009) Furthermore premium food outlets and food halls of well known department stores should underline their image of quality food. (Germain Reeds, p.122, 2009) The latest discussion this year was the investment of Coca-Cola as a minority stakeholder with 10 20 % for 30 million pounds. It seems to be a common issue for niche companies that they need more capital to grow but at the same time need to convince people that they are still the same company with the same values. Innocent published a statement on their website. They will use the capital to invest in their European expansion. (Thryhorn Sweney 2009) Chapter 2: Analysis of the Spanish market For the assessment of the Spanish market potential for innocent smoothies it is necessary to carry out a market analysis which can be done by following the 12 C framework and Porters five forces. First of all general information about the country and a focus on the macro environmental factors is needed to get an overview about the political, economic, socio cultural, legal regulatory and technological forces a company might have to deal with in that market. Country: The Kingdom of Spain has a population of 40 million inhabitants that live in a country of 499,542 km ². (p. 10) Political forces: Spain is a member of the EU which has a close integration with other members and profits from EU economic supports that helped the nation for a better standard of living. (Country Report, p. 3) Spain has a parliament monarchy (p. 36) which is ruled by a government with a thin majority at the moment and is therefore dependent of regional parties such as the Catalan and Basque to precede new legislations. This has a negative effect on the promptness of economic processes (p. 14) The federal structure with its regional units autonomy faces difficulties with Basque and Catalonia which fight for independence and that represents a risk of political instability (p. 15) Economic forces: As every country, Spain has to deal with recession and the GDP growth is expected to be negative with 2% (p. 49) Furthermore this country has the biggest drop of all developed nations to 1.8 % in annual economic growth in 2009 (p. 17) Since 2008 the major challenges the country has to deal with are falling inflation and the level of unemployment which is very high and might increase further. (p. 17) Weak domestic demand is also a result of the crisis (p. 2) But the financial system itself is well-developed and integrated into international financial markets. Normally the Spanish banks stand for a high standard of solvency. (p. 3) Along to lines of the EU recovery plan, Spain has implemented some activities such as tax cuts and investment projects to stimulate the economy (p. 54) as well as a fiscal stimulus package that should help increasing investments. (p. 3) In general the economic crises with all its effects leads to an economic slowdown and a long-lasting recov ery period. (p. 16) Social cultural forces: The official language is Spanish, but in certain regions the people speak Catalan, Basque and Galician. The main religion is Roman Catholic which a company should keep in mind when creating advertisement. (p. 10) Spain has to face the problem of an aging population and unemployment which increases an inequality in income and causes social tension as well as the increasing immigration in Spain. (p. 4) The income differs as well between the different regions. (p. 22) The tertiary education grows which could provide the opportunities for companies to get well educated people in that country. (p. 3) Most of the population that means around 78 % of the people live in urban areas around the big cities and many of them around the capital Madrid. (p. 65) Legal regulatory forces: Improvement of legal climate was made by the Spanish government with several reforms such as reduction in tax rates and foreign investment regulations are simplified. (p. 80) Government has an important role in wage fixation (p. 2) which could be important to know if companies develop a subsidiary in Spain. In general the intervention of the government in the market is a challenge. (p. 27) Because the legal Spanish rules and trade regulations are adapted to EU standards business across borders should be easier now. (p. 80) Spain has a high economic freedom score and is on 16th place among 43 countries. Property rights, business, trade, financial and investment freedom are very strong. In contrast to that it is weak in government size, labour and fiscal freedom. (p. 83) Technological forces: Weak input form venture capitalists and private sector causes a lack of entrepreneurship and innovation. (p. 23) Compared to other EU members Spain has been not so quick in adopting technological advancements, but there are things done to change it. (p.71) For example the communication and information segment grew fast in 2002-2006 (p. 73) The environmental policies were created by following EU guidelines (p. 4) and different measures are or will be implemented to reduce impact on climate change (p. 8) Impact of hot climate and a possible gap in water supply may influence some companys production process. (p. 88) (Datamonitor Country Analysis Report Spain, April 2009) Market-specific analysis The juice market includes products from concentrate and not concentrated juice as well as fruit and vegetable drinks and nectars. (Juice Report, p. 7) Market potential: The market value for beverages constantly increases in Spain and has an overall growth of 49% from 1999 2012. (Datamonitor table 2009) The beverage industry can be divided in different categories. The smoothies belong to the soft drinks under non-alcoholic beverages. In comparison to the other non-alcoholic beverages smoothies have the highest market value growth in Europe from 1999 2012 with 458 %. (Datamonitor table 2009) To evaluate the market potential for innocent smoothies in Spain it would be necessary to gather more concrete data. Market size: Spain has a population of 40 million people (Country Report, p. 10) Fruit drinks from juice/concentrate have the highest market share with 36.3 % by value in Spain. 100 % fruit juice that means not from concentrate has a market share of 16.6 % by value in 2008 and the vegetable juice 21%. (Juice Report, p11) Hence there is a market for innocents smoothies but as in other countries it is only a niche market. Market growth: In 2008 the total revenue was $ 2.4 billion, that means an annually grow with a rate of 2.2 % in the period of 2004-2008 and it is expected to reach $ 2.7 million by the end of 2013. (Juice report, p. 7) Profit potential: Until 2013 the market volume is expected to grow with a rate of 2.8% annually. The market volume is expected to increase with 14.8 %. (Juice Report,p.29) The market value is predicted to grow until 2013 with a rate of 2,5 %. (Juice Report, p. 28 ) Indirect competitors: In the beverage industry, especially non-alcoholic drinks, softdrinks: concentrates, functional drinks, juices, bottled water, carbonates, tea, coffee, hot drinks, baby drinks are indirect competitors. (Datamonitor table 2009) Concentration: The Spanish drink retail market is less concentrated in comparison to other countries in the EU. (Juice Report, p. 15) It is necessary to find a statistic where the spread and number of different supermarkets or chains can be seen all over Spain, to decide which retailer could be the most effective for innocent. Therefore it is also important to keep in mind that most of the population lives in urban areas around the big cities. Culture/consumer behaviour: Spain is a typical Mediterranean country with different cultural groupings. (see socio cultural forces) How the Spanish people decide for products and what has the major influence on their purchasing behaviour should be analysed in more detail with a closer look on their lifestyle. In general it is known that they live how it comes and are more spontaneous. But one of the purchasing influences could be that the income between regions and people is really different. (Country report, p.22) Choices: If innocent should launch there products on that market requires a deeper analysis of the companys possible strengths and weaknesses in the Spanish market. As well as on the other European markets. innocent has a niche product and has to compete against global big players in the beverage industry. Their strength is the natural product with environmental and social business ethics. The analysis of suppliers is also necessary. The supplier power is not that strong because numerous operate as small companies. The fruit and vegetable growers sell to with the help of wholesalers or directly to manufacturers. (Juice Report p. 16) For innocent it could be possible to order their fruits from Spanish fruit suppliers which could also help them with their image that they support local companies in their supply chain. Competitors on the Spanish juice market are Juver Alimentacion, S.A. with a 13.3 % market share by volume, followed by PepsiCo, Inc. with a market share of 6.3 % and J. Garcia Carrion with 5.6 %. (Juice Report, p. 13) Juver Alimentaction S.L.U company has a wide range of brands and operates mainly in the Spanish market and also exclusive in restaurants. (p.20) PepsiCo, Inc. is a global player with a wide range of brands and products in the food and beverage industry. (p. 23) J Garcia Carrion produces wine, fruit juice and soft drinks operates primarily in Spain. (p. 26) Other beverage products are indirect competitors which the company has to keep in mind. New entrants is possible as well through product diversification of an operating company in this market or for example a foreign companies export products which would be innocent (Juice report p.17) How much of the Spanish juice market is from imported products and how open the consumer is to non national product needs to be find out. Consumption: Demand for juice can be found in Spain as mentioned before, the market share and value of juice is increasing. A deeper end use analysis should be made by the innocent company for their smoothies. A threat of substitutes such as other non-alcoholic drinks as mentioned before can be found on the Spanish market because switching cost would be relatively low for retailers and consumers. (Juice Report p.18) Contractual obligation: Spain is a member of the EU and therefore business practice, ways of insurance and legal obligations should be similar to the other countries innocent already operates in. (See legal + economic forces) For specific matters the company should cooperate maybe with lawyers or business people in that country. Commitments: To extend their products to the Spanish market innocent has the advantage that Spain is a country of the European Union. Trade incentives and barriers should be moderate. But as stated in the Country Report on p. 17 the EU has comparatively high import tarrifs for fruit juice which could make retailers not import juice from foreign countries. Channels: The market access would be in geographical term easy to proceed. Spain has a well developed infrastructure with ports, airports and one of the best railway systems in Western Europe (Country Report p. 24) Innocent could use most of their current supply chain which would save them time and money. The distribution system in the Spanish juice market is dominated by on-trade with 27.9 % followed by independent retailers 25.2%, supermarkets/hypermarkets 24.9 % and 22% others. (Juice Report p. 27) Communication: Media infrastructure as stated in technological forces is growing and available to reach the target group. Marketing in collaboration with retailers and on TV might be the most effective way to reach the target group. In the big cities big adverts might be also a good solution. It would be good to do further evaluation of the costs of the different modes and how often people watch TV or which media such as newspaper, internet and mobiles they use in which way. This also should include how and through which channels the Spanish people do their shopping. Innocent could also use their company cars for promotion tours. Capacity to pay: As found out in the economic forces the unemployment is high and income divers among the people and between the regions, so that it is reasonably that the capacity to pay is very different across the Spanish country and probably higher in big cities. The price level is 10 % lower than the EU average. (eurostat, p. 4)To find out more about the culture of pricing and trends, how insurance terms work and what common conditions of payment are in Spain, a more specific analysis is needed. The ECB controls the fiscal policy in Spain because it is a member of the EU. Price stability is a main intention of the central bank in Spain. (Country Report p. 59) Insurance regulator, to prevent unhealthy practice Currency: As all the other countries that innocent operates in Spain has the Euro currency as well. The Euro is at the moment a stronger currency in comparison to UKs sterling. Exchange controls nearly do not exist anymore (Country Report p.80) and restrictions are widened and adapted to EU standards. (see legal forces) Caveats: Innocent should be aware of the fact that Basque and Islamic terrorist groups have a presences in the country which might be a risk. (Country Report, p. 3) Porters five forces: new entrants, bargaining power of suppliers and buyers the threat of substitutes and the market competitors with their intensity of rivalry (Hollensen p.) are seen as moderate in the juice market in Spain (Juice Report p.15) and are included in the 12 C analysis. Some of the large chains and buying groups boost buyer power. (Juice Report p. 15) Rivalry is weakened because the 3 competitors mentioned earlier are operating in more than one segment. (Juice Report p. 19) Chapter 3 Challenges The principal challenge of the Spanish market is first of all that there are already many companies on the juice market. Innocent offers only a niche product with a relatively high price which could be difficult as a high unemployment rate and an unequal income is characteristically for the country. Furthermore the potential consumers are spread in the country side and in contrast to that a bigger concentration with people live around the big cities. Product: Innocent should think about if they have to adapt their products. It may be that the Spanish people have a different taste. The product labels need to be in Spanish. It might be that people from Catalan and Basque do not buy the smoothies because they are not in their language. The Spanish people might be not open to fruit products from the UK, as they have their own fresh fruits in the country. Promotion: Cultural difference should be taken into account when innocent creates their advertisement. Most of the Spanish population is Roman catholic. All the materials have to be in Spanish so that the people can understand them. To promote the product on this new market innocent will need to invest a lot of time and money to achieve a certain degree of brand awareness and a positive customer perception. Therefore they should first concentrate on regional advertisement and later on national advertisement. Price: They have to explain their premium price to the Spanish consumers and therefore need to create a perception by the consumer that they will benefit from this product. If they want to have a chance it this market they might have to adapt their price to common prices in the Spanish juice market. Place: Innocent has to find distributors that can supply their products to the target group. In every country innocent uses retailers and supermarket chains in the respective country. It will be a challenge for innocent to get stocked with Spanish retailers, as they need those who have a wide spread over the country and a good reputation. The space is rare on the supermarket shelves and they will need a good strategy to convince the retailers to exchange products with those from innocent. Furthermore innocent needs to find such retailers or stores that match to there brand image. When they get contracts with Spanish retailers they might also loose a certain control over the supply chain of their products. Chapter 4 Market entry modes For the first two years it is recommendable that innocent uses export modes as a market entry model. At the beginning the risk is higher that the Spanish people will not accept the smoothies. Export modes are less cost intensive and therefore present a lower risk for the innocent company. For a direct export mode the innocent company needs to build up contacts with distributors or agents in the Spanish market. In the beginning they should mainly concentrate on big cities such as Barcelona and Madrid and the urban areas around these big cities. High end supermarket chains which need to be researched in detail by innocent are most suitable for their brand image. How to go into markets? tried different versions franchise brand, joint ventures? Having team in the country, mix of know hoc innocent and local Try to get in the best outlets PR- vans out on the road Word of mouth When certain distribution level reached, regional advertising, national advertising campaign hotels Trade regulations most of the products import from EU countries without duty or not much depends on product.t preferential tariffs and EU trade barriers are also applied p. 82 â€Å"Spanish law permits foreign investment of up to 100 % of equity, capital movements liberalized, â€Å"authority of Spanish competition commission widened to make enforcement more effective p. 4 Bibliography Dan Germain, Richard Reed Innocent our story some things weve learned. 2009 London, Penguin Books Donoghue, A. (2008) Innocent Smoothiess green claims go pear-shaped. Business Green, 8 August. Sibun, J. (2009) Tough time for smoothie maker Innocent. Daily Telegraph, 8 November. (2007) Innocent has lost its innocence. Daily Telegraph, 20 May

I Never Promised You a Rose Garden by Joanne Greenberg Essay examples -

"I Never Promised You a Rose Garden" by Joanne Greenberg Schizophrenia has long been a devastating mental illness and only recently have we begun to see an improvement in our capabilities to treat this disorder. The development of neuroleptics such as, Haldol, Risperidal, and Zyprexa have given psychiatrists, psychologists and their patients great hope in the battle against this mental disease. However, during the 1960s, drugs were not available and psychologists relied upon psychotherapy in order to treat patients. I Never Promised You a Rose Garden, is a description of a sixteen-year-old girl's battle with schizophrenia, in the 1960s. Deborah Blau’s illness spanned three years, in which she spent her life in a mental institution. The book itself is a semi-autobiographical account of Joanne Greenberg’s experiences in a mental hospital during her own bout with schizophrenia. She presents her experiences by relating them to Deborah. The novel was written to help fight the stigmatisms and prejudices held against mental illness. In the late 1960s, reactions to mental illness generally fell between two polarized attitudes. One, popular with the counterculture generation, romanticized mental illness as an altered state of consciousness that was rich in artistic, creative inspiration. The protagonist of this myth was the tortured artist who poured out his or her soul in writing or art between periods of mental breakdown; Sylvia Plath, Vincent Van Gogh, and Virginia Woolf are only a few such individuals whose artistry is practically inseparable from the idealized myths of their mental instability. Often their periods of mental breakdown were a source of inspiration, but before one romanticizes their mental illnesses, it necessary to remember that all three committed suicide. On the other end of the spectrum, mental illness was stigmatized as a weakness or fatal flaw on the part of the sufferer. Even today, many uninformed people regard mental illness as a stigmatized condition, shrouded in shameful secrecy and negative stereotypes, to be described with frightening or belittling euphemisms. In the late 1960s, when Greenberg's novel was published, mental illness was even more misunderstood and feared. The reading public had absorbed centuries of inaccurate information about mental illness, all based on prejudice, ignorance, and fear. Because of he... ... is sufficient to treat schizophrenia. Still, these new findings certainly do not invalidate the importance of empathy and understanding in the treatment of schizophrenia. Greenberg's desire to garner sympathy, respect, and understanding for sufferers of mental illness is still a valid concern, and her novel remains valuable as a sympathetic portrayal of mental illness. Although this novel uses outdated treatment methods, it does succeed in allowing the reader to see into the mind of a mentally ill person. Greenberg portrays the problem of mental illness from different perspectives. She details Jacob and Esther Blau's struggle with self-doubt, blame, and the stigma of their daughter's sickness. The novel also portrays the difficult, stressful work required of the medical professionals and the staff who work with mentally ill patients. However, most importantly, Greenberg portrays the experience of mental illness from the patient's point of view. Struggling with mental illness is not glamorous or easy. The road to recovery is lined with setbacks, doubt, and fear. It takes a great deal of courage and perseverance on Deborah's part to face her illness and fight it through treatment.

Corporate Social Responsibility in the C0-Operative Bank Essay

1. Introduction This report aims to review the corporate social responsibility (CSR) models which managers should consider important when deciding their CSR stance. The report will also review the corporative bank and their stakeholders regarding CSR. The report will then go on to analyse and evaluate the corporative bank’s CSR and ethical position. 2. Corporate Social Responsibility Corporate social responsibility (CSR) as a topic has received the attention of organisations and managers as a whole. The 1950s marked the start of the modern era of CSR for managers, where Howard R. Bowen (1953) defines social responsibilities in his publication as the businesses’ duty to make decision and follow principles that are acceptable to society. However, Milton Friedman (1970) argued that social responsibilities is for people not businesses, he claims that the only responsibility business managers should have is to use all their resources to maximise profit and increase shareholder’s wealth (Friedman, York Times Magazine, September 13, 1970, pp. 32-34). 2.1 Carroll’s CSR Models In 1979, Carroll developed a social responsibility model with a hierarchy of four responsibilities, starting from economic, moving to legal, ethical and discretionary responsibilities (see fig. 1.1). This CSR model talks about responsibilities which are the main areas that managers should consider when taking a stance on CSR. The summarised views of Carroll’s hierarchy are businesses should strike to make profit as their main priority, and then complies with the rules and regulations of the law; also behave ethically and finally be good corporate citizen (Carroll, 1979, p.500). The hierarchical four responsibility model was later improved by Carroll in 1991 as â€Å"pyramid of corporate social responsibility† (see Fig. 1.2). 2.2 Modern CSR Arguments As the definition of CSR developed and gain more attention over the years, more arguments over CSR began emerge. In reviewing CSR, both Goyder (2003) and Moore (2003) argued that firms claiming CSR in expectation of achieving greater profitability is unethical. Firms should take up CSR only if they can ensure positive impact on society and the environment. Even though Jones (2003) argued that managers must not use CSR as a business strategy but should see it as an ethical stance. However, he does not believe firms taking advantage of the opportunity to make profit is unethical. (Wan Saiful wan-Jan, 2006, pp.176-184) 2.3 Introduction of 3C-SR Model In order to counter the deficiencies of previous approaches, Meehan et al (2006) devised the 3C-SR model- â€Å"competitive advantage through â€Å"social resources†Ã¢â‚¬ . This model claims that Corporate Responsibility (CR) is a tool to making profit not ways of reducing revenue. This model is made up of three inter-related components, ethical and social commitment, connection with partners and consistency of behaviour. According to Meehan et al, if management encompasses all three elements it will build a strong corporate social performance and become a good corporate citizen. (Meehan et al, 2006). However, the models has not been based on observations and experiments, also there was no criticisms by other authors. It is subjective base and was not well supported. 3. The Co-operative Bank and Their Stakeholders The Co-operative bank is a part of the co-operative group, the largest consumer co-operative in the United Kingdom (UK). The bank offers a range of financial services such as saving accounts, current accounts loans and overdrafts. They are an organisation that makes profit consistently while operating in a socially and environmentally responsible manner by putting their ethics into action (www.co-operativebank.co.uk). The Co-operative Bank is sensitive to the needs of all their stakeholders (see fig 1.3). It aspires to meet common economic, social, environmental and cultural needs of their stakeholders. Stakeholder of a company is anyone who has can be affected or can affect the company’s actions or decisions. The co-operative bank acts quickly on relevant and important stakeholder concerns. Engagement with their stakeholders is an important continuous activity. The cooperative bank’s CSR stance of responsible finance which consists of ethical screening, financial inclusion and microfinance is important to each of their stakeholders. (Co-operative bank sustainability policy, 2010) 4. THE CO-OPERATIVE BANK’S CSR and ETHICAL STANCE ANALYSIS 4.1 Sethi’s Three-Stage Schema Sethi’s three-stage schema is useful in determining and analysing the Co-operative bank’s adjustments of their corporate behaviour to social needs. There are three categories of social commitments; social obligation, social responsibility and social responsiveness (Sethi 1975, pp. 58-64, cited Carroll, 1979). Social obligation refers to companies behaving in response to market forces or legal restrictions. Managers of such companies only limit their response to social issues which are guided by law and the economic system. Social responsibility is corporations acknowledging social values and expectations also the importance of ethics. Whilst social responsiveness states that it is important for firms to search for ways to be socially responsibly in the continuous changing society in the long run than how to react to social pressures (Sethi 1975, pp. 58-64). Co-operative bank is continuously searching for ways to be socially and ethically responsible to meet to match the dynamic social system. They are constantly coming up with ethical policies either to meet suppliers needs or customers needs. They plan to the most socially responsible business in the UK. The bank is also making profit maintaining their economic duty to be successful. (http://www.co-operative.coop/join-the-revolution/our-plan/responsible-finance) 4.2 The 3C-SR Model Ethical and Social commitments: This element represents the values aspect of social resources. This component comprises of the promises that organisation made to their stakeholders, also the ethical standards set by them which are stated in their mission statement and goals. (Meehan et al, 2006). The Co-operative bank seeks to be the leading retail bank in global financial services industry. They have been operating with values that have been handed down by the founders which are social responsibility, openness and honesty. They aim; ââ€" ª To be profitable ââ€" ª To meet customers and community needs ââ€" ª To respond to members and give them a fair return ââ€" ª To be an ethical leader and exemplary employer in order to inspire others The Bank is very committed to delivering value to their stakeholders. In 1992 they launched their ethical policy when the customers requested that they would like their money to be invested ethically. The policy was formed to reflect customers’ ethical concern not that of the managers. The bank practice ethics in action by turning away businesses that are involve in unethical practices (fossil fuel extraction, child labour etc). The bank’s suppliers gets paid fair price and there is effective communication between them and the bank, which leads long term relationship. With the banks fantastic delivering value policy some customers and employees are yet to be satisfied. (The co-operative bank sustainability report) The Co-operative Asset Management (TCAM) ensures that there is gender balance within their banks employees and also there is no discrimination. In 2010, the bank extended this policy to other companies they do business with (The co-operative bank sustainability report, 2010, p112). Connections with partners in the value network Norman and Ramirez (1993, p69, cited Meehan et al) claims that a business network gets value from a value creating system in which all the stakeholders and the business itself work to together to create value. Meehan et al believe that if anyone of the parties fails to embrace the value network structure, then the socially oriented business model is bound to fail. If one organisation chooses to associate with another organisation, the nature of that relationship should be based on credibility on both parties, then the value structure works. In the other if on party fails to meet the commitment of the other then a stakeholder deficit will occur (see fig 1.4). The Co-operate bank ensures that their corporate customers share the same values with them as in gender equality and anti-discrimination through their TCAM. There is also their ethical screening which helps them maintain the ethical finance image. The ongoing employee, members and customers survey ensure that the connection between them and the bank is still there (The co-operative bank sustainability report). Consistency of behaviour The consistency element refers to organisations implementing their policy to conform to the commitments and maintain the performance in the long term. It is the behavioural component of the social resources over time and across all aspects of an organisations operation. The common source of criticism is when businesses claims to be socially responsible and fails to act responsibly towards society. (Meehan et al) The Co-operative bank’s ethical policies and social responsibilities have been improved to meets stakeholders needs and maintained over the years. The bank has been consistent with a satisfaction survey for their employees called â€Å"the Voice† carried out twice a year. They have also maintained their investments to their local communities and society at large over the years (The co-operative bank sustainability report). Ethical investment policy generated in 1992 is still an ongoing process for the bank (http://www.thenews.coop). In maintaining this policy, the bank is loose out on income resulting to a reduction in income for turning business away. 5. Conclusion This report has reviewed some of the different CSR theories and models that are important to managers when they are deciding on their CSR approaches. The report also reviewed how CSR has been evolving over the years with theories and models of different scholars. The co-operative bank engages their stakeholders in all their CSR approaches which help them to understand the stakeholders better. The bank understands the fact that a successful business occur only when all the stakeholders work together with mutual ethical values. Using the sethi’s three stage schema and the 3C-SR model to evaluate the Co-operative bank, it is quite clear that the bank is an ethically and socially responsible corporation. Even thought they are losing income and spending a lot to remain ethically and socially responsible they still insist on maintaining ethical policy. On the other hand the benefits of sustaining their ethical policy out weight the losses being made. The bank made a more profit in 2010 than 2009. The bank is not only using CSR as a business strategy but they are also being sensitive to all the needs of their stakeholders including positive impact the environment. REFERENCES Articles Carroll, A.B. (1979), â€Å"A Three-Dimensional Conceptual Model of Corporate Performance†, Academy of Management Review, Vol. 4, No.4, pp. 497-505 Bowen, H.R. (1953), Social Responsibilities of the Businessman, Harper, New York, NY. Carroll, A.B. (1991), The pyramid of corporate social responsibility: towards the moral the moral management of organizational stakeholders†, Business Horizons, July/August, pp. 39-40 Carroll, A.B. (1998), â€Å"The four Faces of Corporate Citizenship†, Business and society Review Vol.100 No.1, pp.1-7 Friedman, M., (1970) â€Å"The Social responsibility of business is to increase its profit†, York Times Magazine, September 13 1970, pp. 32-34). Meehan, J; Meehan, K; Richards, A. (2006), â€Å"Corporate Social Responsibility: the 3C-SR model†, International Journal of Social Economics, Vol. 33, pp.386 – 398 Sethi, S.P. ((1975), â€Å"Dimensions of corporate social responsibility†, California Management Review, Vol. 17, No.3, pp. 58-64 Wan Saiful Wan-Jan, (2006), â€Å"Defining Corporate Social responsibility†, Vol. 6, Issue 3-4, pp. 176-184

Abigail Adams Biography Essays - Adams Family, John Adams

Abigail Adams Biography Essays - Adams Family, John Adams Abigail Adams - Biography Abigail Adams was a unique woman because she had an education and an interest in politics. She learned how to read and write and enjoyed poems most. She was also very resourceful by helping her husband on difficult problems. Abigail was born on November 11 on the Julian calendar, or November 22 on the modern Gregorian calendar. Abigail had two sisters named Mary and Elizabeth or Betsy. She had one brother named William or Billy. Abigails name was originally Abigail Smith. Each baby was baptized on the first Sabbath of its life and was recorded in their parish records. Abigail live in a comfortable house. When Abigail was sixteen, her father added a wing that was bigger than the original building to make room for the children, servants, and visitors. When I say servants it means that they were probably slaves but were called servants to avoid the dehumanizing effect that the word slave can mean. Their house was a sight of luxury in the eyes of the common folk in the parish. Though they lived well, the Smiths had no fortune. Abigails father often worked with his own hands, planting corn and potatoes, gathering hay, sowing barley, or making sure that his sheep received proper care. Abigail, with the help of her family grew a very religious bond between each other and a long lasting friendship. Abigail never went to a real school because of poor health. So, she learned at home. Her fathers library was not big, but she still went to it to read books. Abigails favorite books were novels by Samuel Richardson. Abigails father knew John Adams by working with him and she grew rather close to him starting a wedding. This now made her name Abigail Adams. Their wedding was held on October 25, 1764, a month before her twentieth birthday. John was a lawyer and very often was not at home due to court cases he had to attend to. When Abigail was pregnant with her first son, John was only at home for eight out of the nine months. The baby was born on a hot day on the morning of July 14, 1765. The babys name was Abigail, but was called Nabby. She was with her parents when she had the baby. Shortly after, she was again pregnant. July 11, 1767, she delivered a healthy boy named John Quincy. John Adams soon moved his family to Boston to be closer to his important clients and the center of pol itical action. In Boston, Abigail had two more children. One named Susanna, who died thirteen months later, and Charles who was born healthy at the end of May 1770. John Adams sent everyone in his enlarged family back to their old house because of the recent Boston Massacre happening. While Abigail was there, She had her last son named Thomas. John soon bought a brick house back in Boston and moved everyone back in. Abigail started teaching the children to read and write. John told Abigail almost everything that he knew and went to her for political problems. He understood what she could understand and trusted her. Abigail became the most informed woman on public affairs in the nation. On August 10, 1774, Abigail parted with John as he left to attend the Congress called at Philadelphia to try and unite the colonies against Great Britains plan to punish Boston and Massachusetts. Though her sons would not be of military age for another decade, Abigail dreaded war, in which only God knew what would happen. When the shots at Lexington and Concorde were fired, John was again off to the Congress and cautioned Abigail that she should fly to the woods with the children if the British attacked Boston. Abigail prayed for the war and on June 17 John Quincy and Abigail went to Bunker Hill and watched the roar of the cannons and saw the flames of burning Charleston atop of Penns Hill near where they lived. Soon they learned of the British losses and how greater th ey were, but Abigail knew someone named Dr. Warren who died. He helped John Quincy from the loss of his finger. Abigail wrote many letters to

The courts have interpreted variation for the purposes of s.630 Companies Act 2006 in a rather strict and literal way but this has never caused any great concern. The WritePass Journal

The courts have interpreted variation for the purposes of s.630 Companies Act 2006 in a rather strict and literal way but this has never caused any great concern. Introduction The courts have interpreted variation for the purposes of s.630 Companies Act 2006 in a rather strict and literal way but this has never caused any great concern. IntroductionPart 2BibliographyRelated Introduction The courts have been notoriously strict[1] in their interpretation of â€Å"variation† of class rights both under s.630 of the Companies Act 2006 and under its predecessor, s.125 of the 1985 Act[2]. Case law under s.630 is yet to develop so it is to the historical interpretation of â€Å"variation† which must be examined taken with, as Gower and Davies point out, a presumption that the courts will continue in the same vein as there is nothing in s.630 which permits a radical departure from s.125[3]. The above statement is mostly true as the central concerns which have been exposed by the section in subsequent Acts, namely that where the courts have perceived the formal rights of shareholders to be unaffected they have been unmoved by any adverse effect on the value of the class rights to hold that the â€Å"variation† protection applies, have been balanced by the ability of a company to amend its articles to circumvent or amend the â€Å"variation† protect ion mechanisms, the s.22 entrenchment mechanism and s.633 review applications. A balance needs to be struck between the protection of class rights and the proper conduct of business and s.630 does achieve this albeit with some imperfections such as the status of preference shareholders in unquoted companies. The purpose of s.630 is to protect shareholders who belong to a certain class, giving them, in the words of Gower Davies, a â€Å"veto over the change proposed, even if the company’s constitution provides them with no right to vote on the issue†[4]. Thus when any proposal to alter the articles may vary their class rights[5] either the consent of that class of shareholders is required, usually with an extraordinary 75% majority at a separate meeting of that class[6] unless the articles specify otherwise, or a written resolution having the support of 75% of holders of the nominal value of that class[7] is required in order for the proposal to have any validity. The statute provides the default position but as will be examined later s.630 (2) of the 2006 Act allows the companies’ articles to set either a higher of a lower standard. The concerns arise where the class is adversely affected by the proposals but not to the degree which the courts would consider constitutes a â€Å"variation† for the purposes of the 2006 Act or in that companies articles of association: thus the narrow interpretation mentioned above could be cited as an example of how the section could be bypassed altogether. If it is only the value of the rights and not the rights themselves which are adversely affected then the courts have been unwilling to extend the protection afforded by s.630 or in the articles and shareholders are deprived of their veto to prevent such changes[8]. The classic example of this would be the House of Lords decision in Adelaide Electric Co v Prudential Assurance[9] where the payment of dividends being moved to Australia along with the business resulted in a lesser payment given the relative strengths of the Australian and British currencies of the time but the underlying right, to receive the dividend, was unchanged. Permitted variation of one class of share affecting another indirectly has also exposed reluctance by the courts to increase the scope of the term â€Å"variation†. In Greenhalgh v Arderne Cinemas[10] a subdivision of one class of shares deprived the holder of one class of his power to block a special resolution. Lord Greene MR, delivering the leading judgement, said that the preference shareholders in light of the wording of the articles are affected, as a matter of business. As a matter of law, I am quite unable to hold that, as a result of the transaction, the rights are varied; they remain what they always were.[11] However, he also conceded that if the right of one vote per share was changed this would constitute a variation but in the present case it had remained constant throughout despite the subdivision[12]. Nevertheless, the court held that this could not come under the meaning of â€Å"variation† and echoes to some extent the decision in White v Bristol Aerop lane[13] where an increase in one class of shares was also held to fail the variance test in respect of another class â€Å"notwithstanding that the result was to alter the voting equilibrium of the classes†[14]. Although on the face of matters this would seem to be a major concern Lord Greene’s rationale makes sense in that his solution is clearly designed to protect businesses from being vetoed every time they make an approved decision which would affect the class rights of other shareholders. Logically speaking it would be a barrier if in a free market society every time one set of class rights were varied and another was affected albeit indirectly that class would have a veto on the proposal: this would stifle business and freedom to contract. Another main concern is preference shares but this has been alleviated somewhat by a contractual solution called the â€Å"spens formula†[15]. The case of Dimbula Valley (Ceylon) Tea Co v Laurie[16]saw a capitalisation of undistributed profits realised in a bonus issue to ordinary shareholders. The effect of this was to deny the preference shareholders future profits on winding up or reduction. The court held this did not constitute a variation of the preference shareholders’ rights where they were non-participating with respect to dividends but participating with respect to capital[17]. The converse situation to the above, in House of Fraser v AGCE Investments Ltd[18], saw the preference shareholders being deprived of valuable dividend rights. Gower and Davies have highlighted this as being unfair on the preference shareholders though they do point out that under the â€Å"spens formula† preference shares which are non participating in a winding-up are protected by the provision of a guarantee that any redemption or return of capital will be linked to â€Å"the average quoted market price of the shares in the month before†[19]. They conclude though by warning that this contractual solution applies only to listed companies. Consequently preference shareholders in unquoted companies remain a concern in that the ratios of Dimbula Valley and House of Fraser will still expose them to risk either losing valuable dividend rights or denying them the participation in the profits on winding-up or reduction. Finally there are issues of ranking to be discussed. The courts have flatly rejected any moves to invalidate a proposal which either ranks new share issues on an equal basis with existing shares or which ranks new ordinary preference shares ahead of ordinary shares but behind existing preference shares[20]. Of course the latter case would be different if the new shares were to be ranked ahead of both existing preference and ordinary shares and that would indeed constitute a variation under the companies’ Memorandum of Association which stated: â€Å"cl. 5†¦indicated that the preferences conferred on the holders of preference shares were to be preserved, and only modified, affected, varied, extended or surrendered with the sanction of an extraordinary resolution of the members of the class†. It is important to note that many cases above do not default to the statutory position but include protection against variations in their respective articles of associations or memorandums of association which can be more demanding, for example, in terms of the level of approval required. Such provisions balance out many of the concerns addressed above in respect of the courts’ interpretation of the term â€Å"variation† though it should be noted that such clauses cannot impose a lower standard of procedure. S.630(2) of the 2006 Act notes that the default rules contained in the statute may be superseded by provision for variation contained in the articles of association. S.630(5) provides further protection however by ensuring that any alteration of the variation procedure itself in the articles attracts the protection for class rights. Thus any concerns that a company could simply alter a high variation procedure to a much lower one by a s.21 procedure are defeated by the inclusion of s.630(5). Gower and Davies do sound a cautionary note here though: â€Å"This [a simple s.21 alteration of the variation procedure] will not be possible as a result of s.630(5), unless, presumably, the articles themselves expressly provide a less demanding way of amending the variation procedure than the default rule in the statute†[21]. So it is possible for a company to escape many of the provisions of s.630 but they must still deal with the narrow interpretations given to variation regardless of the actual wording they choose. Palmer[22] made some observations on both White v Bristol Aeroplane Co and John Smith’s Tadcaster Brewery Co Ltd as being examples where the interpretation of the articles was unsatisfactory. He expresses some scepticism about the construction of the word â€Å"affected† but notes that firstly s.630 is of little help where the articles contain such wording and secondly that there may be a remedy available in the form of the unfairly prejudicial conduct remedy[23]. The Court of Appeal in John Smith’s Tadcaster Brewery noted that more explicit wording would be needed to allow the clause in the articles protecting preference shareholders to be extended to a bonus issue to ordinary shareholders. Many articles do include specific protection of preference shareholders. In Northern Engineering Industries Plc, Re[24]a clause in the articles which stipulated that a reduction in capital would require the consent of the company’s preference shareholders was upheld and enforced when a proposal to cancel their shares was tabled[25] . Finally under s.630(3) and s.633 a company could firstly conceivably make use of the entrenchment mechanism of s.22 in light of s.630 being â€Å"without prejudice to any other restrictions on the variation of rights† and secondly also apply to a court to review a majority decision. S.22 empowers a company to set an even higher bar for amendments to the variation procedure in the articles, the example given by Gower and Davies being raising consent levels to 100%. S.633 provides a further safeguard in that it enables a court review of the majority’s decision[26]. The criteria for review is quite high though, requiring that dissenting members of a class hold 15% of the shares of that class and that they exercise the right to challenge within 21 days. Once the application is made the variation does not have any effect until it is either confirmed or cancelled in light of the courts decision on whether there has been unfair prejudice to the shareholders’ in question[27]. In conclusion the interpretation of â€Å"variation† in the Companies Act s.630 is very narrow yet the statement is mostly true because any concerns which the section has exposed have been alleviated by the review procedure under s.633, the ability of companies’ to alter their articles and the s.22 entrenchment mechanisms. Problems persist with preference shareholders in unquoted companies but the inclusion of carefully worded protection in the articles goes some way to ending any notable concern and striking the correct balance between the protection of holders of class rights and the protection of business practice. Part 2 (a)The question here is covered by the Sale of Goods Act 1979. S.19(1) empowers the seller to make a reservation of title and is a logical consequence of the rule that property in the goods passes when the parties intend it to pass. The clause in our contract is an â€Å"all sums† clause which was held to be valid in Armour v Thyssen[28] in the House of Lords. The reference to indebtedness means that the property will remain with the seller until all such debts and obligations owed to the seller are discharged. Atiyah[29] points to the two requirements here for such a clause to operate: The pallets of paper have not yet been touched and they are on Wye’s premises: the conditions have been fulfilled. The purchase price has been paid and the contract concluded under s.27 of the 1979 Act but we do not have any information regarding any other outstanding debts or obligations upon Wye. Obviously if there was any kind of security or charge this would have to be discharged before any thoughts of selling the property on could be entertained. Assuming there are no outstanding debts and the purchase price has been fully paid then title in the property has passed to Wye and accordingly the option open to Linda is to sell the paper for a good price. If there are still debts outstanding then s.25(1) of the 1979 Act may be of assistance: a buyer in possession of goods which are still owned by a seller may give good title to those goods to a third party purchaser, provided that the third party is in good faith and has no notice of the rights of the seller in the goods. This section can effectively defeat the retention of title clause in the original contract. Regarding the final part of the clause: the contract not being registered in the Registrar of Companies is no barrier to any subsequent sale as noted by s.62(4) of the 1979 Act and Atiyah[30]. (b) The legal position regarding John is contained in s.11 of the Company Directors Disqualification Act 1986[31]. Breach of this section attracts criminal liability as well as potentially attracting personal liability for the company’s debts though as Gower and Davies note this may not be of much use given that John probably has little funds[32]. Most importantly this matter is an automatic disqualification and he can be removed from the payroll with immediate effect thus minimising his potential claim as a preferential creditor on the liquidation. Martin has been acting in the management of Wye Ltd even though he has been prohibited from doing so under s.1(1)[33]. Ss13 and 14 outline the criminal penalties but more important in Martin’s example is the personal liability for debts and liabilities of the company incurred while he was in breach of the order under s.15(1)(a). This could be a very good way minimising the debts to be paid back though it would depend on the time he has been managing in breach of the order. (c) There is no formal contract between the two parties here. The essentials of English contract law need firstly a promise, secondly consideration for that promise and thirdly the offeror’s promise must be made to induce the consideration (Elliot contract law). The half-hearted promise made by Barchester could well be unenforceable as an unequivocal promise is required. If we can prove that there is a contract in place then Linda can sue the law school for breach of contract since they have clearly not fulfilled their part of the contract. The promise made by Barchester is one which looks to the future and could be interpreted as a statement of intention. If there is any element of misrepresentation then there would be a clear breach of contract and Linda would be able sue them to swell the assets of the Wye Limited. (d) Does this charge have to be registered? It is secured over the property of Wye and would come under s.860(7)(a) of the 2006 Act. The requirement to keep a register of all charges created by the company is found under s.876(2) of the Companies Act 2006. S.876(3) and (4) state that a fine will be imposed if there has been failure to comply with this requirement but the case of Wright v Horton demonstrates that the validity of the charge will not be affected in any way. Care has to be taken with the timing of the registration as well as it must have been registered within 21 days of the creation of the charge: failure to do so would render the charge invalid against the liquidator of the company. The loan of  £150,000 would then be immediately payable under s.874(3) should any part be void. As for the unsecured creditors trying to claim the prescribed part s.176A of the Insolvency Act 1986 confirms that they are entitled to this and recent case law Airbase (UK) Limited[34]   has established that neither fixed or floating charge holders may share in the prescribed part. Linda should register the charge in Wye’s own register as quickly as possible to avoid a fine. The charge over property could well come under a substantial property transaction under the Companies Act 2006 s.190 as the asset here (the warehouse) could be worth over  £100,000. If this is true then the transaction is voidable at the instance of the company as shareholders must give their consent. (e) The Insolvency Act 1986 governs floating charges. That the  £75,000 was paid 37 minutes before the execution of the charge document is not important. The timing of the floating charge may be significant though as s.245 of the 1986 Act will strike down any charge to an unconnected person within 12 months of a winding up order. This suggests invalidity of this floating charge as it was created within 10 months of the winding up date although arguably it could slip outside of the technical insolvency dates. Linda should challenge the floating charge under s.245. There is also no mention of its registration as required by part 25 of the Companies Act 2006. s.860(1) of the 2006 Act requires floating charges to be registered at Companies House within 21 days of creation. If there has been no registration then this security is void against Linda the liquidator anyway. The absence of a negative pledge clause means that the floating charge will rank behind fixed securities made real rights before attachment of the floating charge. So Bee Bank plc will be at a disadvantage when the floating charge crystallises. Furthermore, competing floating charges rank in order of registration. The floating charge, if registered, will already have crystallised due to the liquidation and will have already had the effect of depriving Wye Ltd of all the assets under the floating charge although ranking behind fixed securities which are real rights. Again since the registration of the floating charge is the responsibility of Wye Ltd the loan would be immediately payable if the charge was later held to be invalid under s.874(3). (f)   This is a creditors voluntary winding up under the Insolvency Act 1986 There could, by piercing the corporate veil, be liability for the directors if the company sold to was a company which was controlled or owned by a director in this transaction and was a sham company[35]. It all depends on the nature and composition of the company which has received the corporate assets in question and indeed the inclination of the court in question. The assets belong to the company and liquidators have a duty to ensure that the interests of creditors are protected under s.107 of the 1986 Act. If an asset has been sold at below value either in the six months before liquidation or 2 years if a connected person, the liquidator can challenge the transfer and claim against the recipient and/or the directors, making the transaction void. S.238 (4)(b) is the relevant section[36]. The timing aspect comes close to the wire: it should be noted that the date of the winding up order is 15th October 2010 and the date of the sale is 23rd April 2010 which places this transaction just under 6 months before the winding up of the company so whether the person is connected or not is irrelevant. The relevant date though is when the company is technically insolvent which is presumably long before the winding-up order is granted. Regardlessly, this transaction, if it should transpire that it was sold for an under value, can be voided by Linda and she can make a claim against the director(s) involved. The property might be able to be returned and vested in the company under s.241 but there are safeguards for third parties acquiring in good faith and this is not guaranteed. If the person sold to was a connected person with knowledge then the antique clock will be vested in the company again. Bibliography Atiyah (2005) Sale of Goods Pearson: UK Griffin, Steven (2006) Company Law: Fundamental Principles Pearson: UK Gower and Davies (2008) Principles of Modern Company Law Sweet Maxwell: London Palmer (2010) Company Law Sweet Maxwell: UK Sealy Worthington (2008) Cases and Materials in Company Law Oxford University Press Cases Adelaide Electric Co v Prudential Assurance [1934] A.C. 122 H.L Airbase (UK) Limited [2008] EWHC 124(Ch) Armour v Thyssen [1991] 2 A.C. 339 Cumbrian Newspapers Group Ltd v. Cumberland and Westmorland Herald etc Ltd [1986] All E.R. 816 Dimbula Valley (Ceylon) Tea Co v Laurie [1961] Ch.353 Gencor ACP Ltd v Dalby [2000] 2 B.C.L.C Greenhalgh v Arderne Cinemas Ltd [1946] 1 All ER 512 Hodge v James Howell Co [1958] C.L.Y. 446, CA, The Times House of Fraser plc v. ACGE Investments Ltd 1987 SLT 421 (HL) Re Hellenic and General Trust Ltd [1975] 3 All ER 382 Re Northern Engineering Industries plc [1994] BCC 618 White v. Bristol Aeroplane Co. Ltd [1953] Ch.65 Statute Companies Act 2006   1985  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚   Sale of Goods Act 1979 Insolvency Act 1986  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚   Directors Disqualification Act 1986 n money or money’s worth, of the consideration provided by the company.†

Identity Theft Essay Example | Topics and Well Written Essays - 2500 words - 1

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The Russian revolution Coursework Example | Topics and Well Written Essays - 250 words

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