Helios Essay

The creator makes a point that the partnerships should seek the city of Helios for new business openings or another area. Creator makes this point on the proof that the joblessness in the city has been lower when contrasted with the territorial normal and that it has verifiably given more assembling employments than a lot of the district. Further, the creator says that Helios is attemption to grow its financial base by pulling in organizations to concentrate on Research a developmen of imaginative advances. In any case, the proof gave by the creator doesn't straight away prompt the end that the companies ought to think about Helios as another area for looking for business opportunity. The accompanying passages clarifies how the proof isn't adequate and the presumption mistaken. Right off the bat, the creator expresses that the joblessness rate was lower in Helios when contrasted with the local normal. Nonetheless, Helios being a modern focal point of a specific locale, its unemployement rate can’t be contrasted and the area, however will be contrasted and other created urban areas. Further, creator expresses that Helios has give too much of region’s fabricating employments. It neglects to give the data with respect to a lot of employments in different parts. The creator wrongly accept that the high portion of occupations in assembling part as a delegate of a lot of absolute employments. Further, joblessness rate and high portion of assembling occupations are not the rules that companies search for when putting resources into another area. The creator ought to have given some other data which partnerships search for so as to make an increasingly obvious end result. Further, creator expresses that Helios is endeavoring to extend its monetary base by drawing in organizations that attention on innovative work of inventive advancements. Creator neglects to state what is being offered by Helios to draw in the partnerships. Creator by and by neglects to give total data. Creator more likely than not expressed the different plans, improvement bundles, charge exclusions, land portion and so forth which could be offered to the organizations in the event that they put resources into Helios. Consequently, the creator doesn't give legitimate confirmations and complete data so as to assess the contention putforth. Creator ought to give extra explicit and relvant data so company can assess whether to put resources into Helios or not.

T.S. Eliot-Imagery And Preludes Essays - Eliot Family, New Criticism

T.S. Eliot-Imagery And Preludes T. S. Eliot ? Symbolism of Preludes In T. S. Eliot's sonnet Preludes he depicts the estrangement of the person from society. His symbolism is sharp and clear and he utilizes numerous methods to accomplish this. An away from of what something is, can be envisioned in the psyche by his exact utilization of symbolism. For instance, the words, wilted leaves?(7) gives a reasonable picture, as does, dirty shades?(22). The impact is accomplished through depictions of the human impact, word decision, language structure, and musicality. Eliot utilizes portrayals like, ?the black out smell of beer?(15). This unquestionably carries a smell to your brain. The principal verse starts with a natural setting, a winter evening?(1). This is related with an absence of development and lost imperativeness. It likewise depicts passing and devastation. This doesn't keep going long when we are stood up to,? with scents of steaks in passageways?(2) illustrates a dirtied and ordinary condition. The exact utilization of unmistakable words makes this state of mind out of decay and sadness. As observed when you read ? ?the wore out parts of the bargains). The disposition is indispensable to understanding Eliot's vision of anguish and lose faith in regards to the person that is estranged from society. These temperaments are communicated all through with the cautious utilization of symbolism, word usage and redundancy. His particular linguistic structure and utilization of beat additionally upgrade the impacts of his verse. Just in refrain III does he really portray an individual and not a body part, as Ratza 2 he does in the verses prior and then afterward. Case of this is ?wilted leaves about your feet?(7), and ?one thinks about all the hands?(21). He additionally utilizes the human nearness to depict them in the sonnet, a case of this is, ?the smell of steaks?(2) and ?to early espresso stands?(18). He makes lifeless things the subject of his sentence and progressively significant then the individuals, for instance ? The winter evening settles down/With smell of steaks in passageways.?(1-2). He makes the winter evening the subject of the sentence, not the human nearness. In ?of shriveled leaves about your feet/and papers from empty lots(7-8), he makes the non-living, immaterial articles, the focal points of his sentences. The majority of the sonnet is depicted outside, ?the winter evening(1) where it is cold and forsaken. In verse III we head inside, where it demonstrates that it is no more clean, ?or fastened the yellow bottoms of feet/In the palms of both ruined hands?(37-38), than outside. Eliot composes of how the world is enduring and how nothing was finished by them to merit this with ?wipe your hand over your mouth and chuckle;/The universes rotate like antiquated ladies/gathering fuel in empty lots?(52-54). Eliot has made a universe of offensiveness, soil, and dimness. He utilizes numerous types of symbolism to pass on this scene to the peruser. He utilizes word decision, strict symbolism, depiction of human limits and nearness, and beat. T.S. Eliot expounds on a universe of torment and sadness and makes a genuinely amazing feeling with his perusers that they feel the distress of the world, through his symbolism. English Essays

Can Spanking Improve ADHD Behaviors

Can Spanking Improve ADHD Behaviors ADHD Parenting Print Can Spanking Improve ADHD Behaviors? By Keath Low Keath Low, MA, is a therapist and clinical scientist with the Carolina Institute for Developmental Disabilities at the University of North Carolina. She specializes in treatment of ADD/ADHD. Learn about our editorial policy Keath Low Medically reviewed by Medically reviewed by Steven Gans, MD on August 05, 2016 Steven Gans, MD is board-certified in psychiatry and is an active supervisor, teacher, and mentor at Massachusetts General Hospital. Learn about our Medical Review Board Steven Gans, MD Updated on August 04, 2019 ADHD Overview Symptoms Causes Diagnosis Treatment Living With In Children Sandro Di Carlo Darsa / Getty Images ADHD is a disorder that includes impulsivityâ€"that is, difficulty with limiting ones own behaviors. As a result, one of the most important skills your child needs is self-discipline. Self-discipline, of course, increases as a person maturesâ€"but it can be taught through modeling and practice. Can spanking help to teach self-discipline? The Problem with Spanking as a Form of Discipline for Children with ADHD Spanking is not a very effective parenting strategy for any child. It may stop the behavior at that moment, but it does not teach new skills or appropriate replacement behaviors to children. Spanking also models aggressive behavior as a solution and can lead to deterioration in the parent-child relationship. In most cases, it also does not stop the problematic behavior in the longer term, particularly for a child with ADHD who tends to live in the moment and has difficulty connecting behaviors to consequences. Can Negative Consequences Other Than Spanking Be Useful? Negative consequences certainly have their place in parenting children with ADHD. The most effective way to use these consequences, however, is in a calm and consistent manner and in a way that helps your child learn ways to change the inappropriate behavior. Spanking is effective in getting the child to comply immediately in the short term, but it does not promote positive and adaptive behaviors in the long run. Consequences such as removal of privileges, loss of special activity, and use of time-out have been shown to be more effective. For a child with ADHD who has difficulty with self-regulation, a proactive approach to discipline is most effective. This approach includes a structured, predictable environment, immediate and frequent feedback, shaping and rewarding appropriate behavior, and using incentives before consequences. How to Avoid Use of Spanking as a Consequence Children with ADHD can be very exasperatingâ€"they are highly active, dont seem to learn from mistakes, need frequent monitoring and redirection, are impulsive, reactive, demanding and temperamental, or have aggressive or destructive tendencies. This can evoke a wide range of feelings and frustrate even the most patient of parents. In some cases, parents may resort to spanking as a last-ditch effort especially when they feel a lack of power or control over how to manage the behaviors. If you find yourself in this situation, it can help to keep a disability perspective by understanding that your child has special needs. It can also help to remind yourself again and again not to personalize your child’s behaviors. Plan ahead about how you will deal with difficult situations, and when those incidents occur, take a long deep breathâ€"or three or fourâ€"before responding to your child. This delay can often help you think through and respond with a more effective parenting technique than a spank.

The Body Shop - 4017 Words

The Body Shop Canada â€Å"You’re not the kind of franchise applicant we usually get,† said Harry Robertson, company lawyer for the Body Shop Canada, as he opened his meeting with potential franchisee Richard Paul. â€Å"I suppose we’ll find out whether that’s an advantage or disadvantage,† replied Mr. Paul. Mr. Robertson’s comment had taken Mr. Paul by surprise, and though he was pleased with his response, the comment had produced a sinking feeling in the pit of his stomach. Richard Paul Mr. Paul, age 36, was about to graduate from the M.B.A. program at the University of Western Ontario. His employment background included a stint as a high-school business education teacher and seven years of retail management. He had managed†¦show more content†¦The presentation seemed almost amateur, with much of the material obviously photocopied. Nonetheless, Mr. Paul took a night off from analyzing cases to study the documents. The material consisted of: †¢ Company background 8 pages †¢ Environmental issues 15 pages †¢ Information on the franchise agreement 3 pages †¢ Financial data 6 pages †¢ List of current franchises 3 pages The synopsis of the franchise agreement outlined the standard elements of a franchise agreement and included the following, additional facts: †¢ The Body Shop Canada would lease the premises and sublet it to the franchisee; †¢ The franchisee must operate the business and be in the store at least 40 hours per week; †¢ The franchisee must purchase the complete product line; †¢ The franchisee must retain effective ownership and control; †¢ Any sale of the franchise to a new franchisee must be approved by the franchisor; †¢ The franchisor may terminate the franchise if the franchisee fails to operate within the law or fails to carry on business as prescribed by the franchise agreement; and †¢ No royalty fees would be paid except a monthly administration fee of $200, and a promotion and publicity fee of 2 percent of gross sales. Cost to start a new franchise were estimated as: Franchise fee Fixtures Design Fee Opening inventoryShow MoreRelatedThe Body Shop3891 Words   |  16 PagesTHE BODY SHOP GLOBAL STRATEGIES AND RECOMMENDATIONS ON HOW TO IMPROVE THEM Table of Content I. Executive Summary of The Body Shop II. Introduction III. SWOT Analysis of The Body Shop IV. PEST Analysis of The Body Shop V. Porter’s Five Forces VI. EVR Congruence VII. Recommendation VIII. Conclusion IX. References I. Executive Summary The Body Shop International PLC (Body Shop) is one of the largest cosmetics companies in the worldRead MoreThe Body Shop14072 Words   |  57 PagesIntroduction   Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚   There is success in body care.   Behold the Body Shop, one of the famous international cosmetics brand.   It is not just one’s ordinary shop for body or hair care.   It is extraordinary just as its pioneer.   The entrepreneur assessed in this paper is in no way or another connected to me.      Personal Profile   Ã‚  Ã‚  Ã‚   The name behind the Body Shop, a famous cosmetic line for decades now, is Anita Roddick.   On October 23, 1942 in Littlehampton, Sussex, England marks her birth toRead MoreManagement and the Body Shop1476 Words   |  6 PagesManagement and The Body Shop In this paper I will be taking a look at basic management functions. The approaches, and the synthesis of two views of management. I will attempt to take an overview of culture and its effect on a company. In todays changing global environments many companies have joined the open trade policies, and existing foreign opportunities available to growing companies with positive views and socially responsible attitudes. It all sounds like a lot to cover in a short essayRead MoreThe Body Shop International627 Words   |  3 Pages (908)-752-2924 January 20, 2015 Anita Roddick, Founder: The Body shop International PLC 2001 Re: Case C: Chapter 8: The Body Shop International: An Introduction to Financial Modeling, Years 1 – 3 Observed Value of The Body Shop International as of February 28, 2004 = 2,000,000 GBP Dear Mrs. Roddick: As you requested, I have forecasted pro-forma statements and ratio analysis factors of The Body Shop International for Years 2001 through 2004, using the information presentedRead More Management And The Body Shop Essay1455 Words   |  6 Pages Management and The Body Shop In this paper I will be taking a look at basic management functions. The approaches, and the synthesis of two views of management. I will attempt to take an overview of culture and its effect on a company. In todays changing global environments many companies have joined the open trade policies, and existing foreign opportunities available to growing companies with positive views and socially responsible attitudes. It all sounds like a lot to cover in a short essayRead MoreSwot Analysis : The Body Shop1637 Words   |  7 PagesCurrent Segmentation The Body Shop uses quality and price elements in its segmentation. It produces a broad range of products and sells them at different prices to the various target markets. The Body Shop offers high-quality beauty products at a low-medium price. The product lines include men s segment, bath and body care, make-up line, fragrance, and skincare. SWOT Analysis SWOT analysis is an important critical activity completed by the organisation to determine the future market condition asRead MoreThe Body Shop Marketing Report2855 Words   |  12 PagesThe Body Shop â€Æ' Executive Summary The Body Shop Company is an international and global industry that produces beauty and cosmetic products. It started in 26th March 1976 in Brighton by Anita Roddick. After more than 30 years of operations, there have been lots of changes and developments in The Body Shop Company, which includes the product category, the changes from the micro and macro environment, and how The Body Shop segments, targets, and positioned its image andRead MoreThe Body Shop International Plc2303 Words   |  10 Pagesstudying the case: The Body Shop International Plc. First of all, I will give a brief introduction to the background of The Body Shop International Plc. Then the essay will go further into the definition of the Entrepreneurial Management Model, which is introduced to people by Dr. David Rae (2007), and how The Body Shop explains the concept of the model by illustrating the management strategies the company uses and the entrepreneurial skills it adopts respectively. The Body Shop is a well-known BritishRead MoreSustainability And Ethical Concerns Of The Body Shop1627 Words   |  7 PagesSustainability and ethical concerns The Body Shop was always considered as sustainable and ethical business. ‘The company s campaigns against human rights abuses, in favour of animal and environmental protection and it commitment to challenge the stereotypes of beauty perpetuated by the cosmetics industry’ (THE BODY SHOP, 1999). The Body Shop sources the best quality raw ingredients around the world, they have ‘twenty-five Community Fair Trade suppliers’ (THE BODY SHOP, 2015) and their purchasing practicesRead MoreLOreal the Body Shop, Industry Analysis2825 Words   |  12 PagesTHE BODY SHOP LOreal is one of the largest cosmetics companies in the world. It produces and markets a range of make-up, perfume, hair and skin care products. The companys products are sold under well-known brands such as LOreal Paris, Garnier, Maybelline, SoftSheen Carson, CCB Paris, LOreal Professionel, Kerastase, and Redken. It markets 19 global brands through three divisions: cosmetics (comprising of skincare, haircare, make-up, hair colorants, perfumes and other products), The Body Shop

Rights of Shareholders as Members of a Company - Free Essay Example

Sample details Pages: 14 Words: 4247 Downloads: 1 Date added: 2017/06/26 Category Business Essay Did you like this example? Shareholders play an important part in the corporation. They are very vital for the company. They have the power to take company decisions and influence the working of the company. Don’t waste time! Our writers will create an original "Rights of Shareholders as Members of a Company" essay for you Create order The shareholders are able to exercise such influence and control over company only when they are free to exercise their rights in a legitimate manner. The shareholders have numerous rights which have been laid down in the Companies Act, 1956. Under the Act, the shareholding of a company is determined by rights, entitlement, ownership etc. The best way of controlling the company, among other rights, is through voting right[1]. Voting is one of the powerful instruments in the hands of the shareholders. They can also raise a motion and call a meeting. Shareholders are also eligible to appoint directors and auditors so that the future course of the company can be decided. The information and disclosure should be all time maintained between management and shareholders as only the well informed shareholder could actively participate in the decisions of the company and could also effectively contribute in shaping the functioning of the company. Thus, through these rights, they are able to e xert control on the decisions of the company. Companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s management on the other hand plays its part in involvement of shareholders in companiesà ¢Ã¢â€š ¬Ã¢â€ž ¢ matters so to provide a check and balance system. This is done to ensure transparency in the companies matters. A company functions through board and shareholders take part in voting to shape up the decisions of the company through various modes provided by Law. To see the company functioning smoothly and effectively, every shareholder should make vigorous efforts in the decision-making process. The legislature on the other hand should make laws keeping the changing scenario of capital market in mind so that the laws could be implemented not just in theory but in practice too. However, the company often loses the sight of minority shareholders when it comes to providing rights to them. They are also shareholders in the company and in fact it is the minority shareholder that keeps a check on the power of majority shareholders and the board. Minority shareholders help in the governance of a company[2]. However, the concerns of the minority shareholders could be met if the company ensures the basic rights to them. Thus this chapter enumerates the rights which belong to the shareholders by virtue of being the members of the company. These rights have been categorized under 5 heads by the researcher for the sake of brevity. EQUITABLE TREATMENT The shareholders have the right to be treated equally with the other shareholders. They all should get equal treatment by the company[3]. The equality of the shareholders can be traced from two angles. One is equal treatment vis-ÃÆ'  -vis company and other is vis-ÃÆ'  -vis other shareholders. Equal treatment of shareholders can be best explained in relation to corporate distributions and re-organization shareholders may have many things in common but what is necessary to note here is whether same shareholders in the same situation are treated differently. In normal scenario the distribution occurs according to the shares held by shareholders. But the constitution of the company or articles of association may provide for different criteria to distinguish among shareholders. With respect to the treatment vis-a-vis the company is a limit on the power of the company to maintain the equilibrium among shareholders and not to adopt any scheme which goes against the interests of some of the shareholders placed in the same situation. With respect to treatment vis-a-vis other shareholders, all are to be treated in the same manner. OECD has laid down six principles of Corporate Governance and Equal treatment of shareholders forms one of those six principles. This places emphasis on the point that protection of minority shareholders is of utmost importance and it should be done in all fairness, whether shareholders are small or large, they would get equal treatment by law[4]. Equal treatment is with respect to the shareholders of the same class. So each share of same class will be entitled to get same rights, liabilities, responsibilities etc. this shows that differences among different classes should also be taken into consideration[5]. This is precisely the reason that controlling shareholders have more duties which are not borne by minority shareholders as the difference among different classes of share are recognized by the law. For example, right to v ote, right to receive dividends are subjective depends upon the shares person holds, so equality is different, whereas certain rights like to receive information, to get notices, here equality assumes different perception. The principle of equality does not aim at giving minority shareholders the same treatment as the majority. As the weaker party in a company, minority shareholders only need an equitable and fair treatment protecting their rights as provided by law and the capital they have invested in the company.10 . Shareholders might have many things in common, but not all ofthese are relevant for company law and for the rule of equal treatment, so it isnecessary to establish whether different shareholders are in thesamesituationornot.Usually,thedistributivecriterionadoptedbycompanylawistheshareof legal capital held by shareholders, but the competent jurisdiction couldprovide for different criteria or allow the article of association to distinguishamong different classes of shares.By contrast, the equal treatment of shareholders vis-ÃÆ'  -vis the company is alimit to the powers of companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s bodies, so its infringement might lead toannulment of a corporate decision or to sue the directors for damages 11 .Beingthis a duty burdened to behaviours and decisions of companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s bodies, thecompetent jurisdiction can admit exceptions under specific circumstances 12 .In addition, in all jurisdictions the question arises as to whether companyà ¢Ã¢â€š ¬Ã¢â€ž ¢sdecisions that treat shareholders formally equal, but in reality affect themdifferently due to personal positions or interests of such shareholders, areencompassed by equality vis-ÃÆ'  -vis the company or by other principles orfiduciary duties, such as the à ¢Ã¢â€š ¬Ã…“abuseà ¢Ã¢â€š ¬Ã‚  of majority powers or the à ¢Ã¢â€š ¬Ã…“fraudà ¢Ã¢â€š ¬Ã‚  on theminority. To sum up, each jurisdiction is free to shape autonomously thecontours of thi s principle. In addition, there is no shared view among legalscholars and among member states regarding the content of the principle ofequal treatment 13 . The former is the basic distributive principle upon which the relations amongshareholders are built, which answers the basic question à ¢Ã¢â€š ¬Ã…“Equality ofwhat?à ¢Ã¢â€š ¬Ã‚  10 . Shareholders might have many things in common, but not all ofthese are relevant for company law and for the rule of equal treatment, so it isnecessary to establish whether different shareholders are in thesamesituationornot.Usually,thedistributivecriterionadoptedbycompanylawistheshareof legal capital held by shareholders, but the competent jurisdiction couldprovide for different criteria or allow the article of association to distinguishamong different classes of shares.By contrast, the equal treatment of shareholders vis-ÃÆ'  -vis the company is alimit to the powers of companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s bodies, so its infringemen t might lead toannulment of a corporate decision or to sue the directors for damages 11 .Beingthis a duty burdened to behaviours and decisions of companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s bodies, thecompetent jurisdiction can admit exceptions under specific circumstances 12 .In addition, in all jurisdictions the question arises as to whether companyà ¢Ã¢â€š ¬Ã¢â€ž ¢sdecisions that treat shareholders formally equal, but in reality affect themdifferently due to personal positions or interests of such shareholders, areencompassed by equality vis-ÃÆ'  -vis the company or by other principles orfiduciary duties, such as the à ¢Ã¢â€š ¬Ã…“abuseà ¢Ã¢â€š ¬Ã‚  of majority powers or the à ¢Ã¢â€š ¬Ã…“fraudà ¢Ã¢â€š ¬Ã‚  on theminority. To sum up, each jurisdiction is free to shape autonomously thecontours of this principle. In addition, there is no shared view among legalscholars and among member states regarding the content of the principle ofequal treatment 13 . The shareholders should get same rights within each class. The shareholders who belong to the same class must form one group and would be entitled to the same rights. Each share in that group represents the same claim on corporate assets, returns, dividend etc[6]. Dividend Distributions Shareholders are to be treated equally with respect to dividend distribution if they form same group. When dividend is decided to be distributed, each shareholder must receive dividend equal to the dividend paid to the other shareholders placed equally in the particular class[7]. Dividend is the share of profit that falls to the share of each individual member of a company[8]. There is no express authority in the articles of association or memorandum of association to enable company to pay dividends. It is implied. There is no set amount which is distributed to the shareholders. Without prescribed criteria for distribution, the shareholders would have no control or would have no awareness as to when the management could allot more dividends to some shareholders ignoring others. Variation of Shareholders rights subject to voting The share capital of a company is divided into two groups:- ordinary shares and preference shares[9]. Both these constitute separate class. The rights attached to one class of shares may be different from other class. A shareholder who has a pre-emptive right to purchase shares on further issue of shares constitute separate class and this right must not be taken away from him without his consent[10]. If the rights attached to the class need to be altered, certain procedure need to be followed. Firstly, there should a provision in the articles of association or memorandum of association of the company entitling it to vary such class rights. Secondly, the holder of three-fourth of the issued shares of that class must have given their consent in writing or a special resolution sanctioning the variation must have been passed at a separate meeting of the shareholders of that class. Thirdly, the holders of at least ten percent of the shares of that class who did not consent to or vote in favour of the resolution may apply to the tribunal and then variation shall not take effect unless and until it is confirmed by the tribunal[11]. The application should be filed within 21 days of the date of consent or resolution.[12] The tribunal then should grant to the applicant or any other person who apply to the tribunal a hearing[13]. If the tribunal after having regard to all the circumstances of the case, is satisfied that variation would unfairly prejudice the shareholders of that class, it would be disallowed. But if it is reasonable and fair, it would be confirmed. The decision of the tribunal is final n this regard[14]. The company shall thereafter send within thirty days a copy of the Tribunals order to Registrar[15]. Right to receive share certificate Company allots shares for public subscription. The persons who apply for such shares and subscribe for such shares become shareholders of the company[16]. Thus, an allottee of shares receives from a company a document known as share certificate certifying that he is the holder of specific number of shares in the company. The company has to deliver a certificate to the allottee within three months from the allotment. The central government may extend the period to nine months. In case company makes a default in this regard, the allottee may give a notice to company reminding of its obligation and if still company doesnà ¢Ã¢â€š ¬Ã¢â€ž ¢t make good the default within 10 days, the allottee may approach the central government. Thus, the delivery of the share certificate must be effected in accordance with section 53 of the Act[17]. Right to transfer the shares subject to restrictions Shares are movable property as provided by section 82 of the companies Act, 1956[18]. Shareholders by virtue of statute has a right to transfer the shares without the consent of anybody to any person , even though he be a man of straw, provided it is bona fide transaction in the sense that it is absolute disposal of property without retaining any interest in the shares therein[19]. The shares are freely transferable subject to restrictions laid down in the articles of a company, if any. A restriction which is not specified in the articles is not binding either on a company or shareholders[20]. Section 111A provides for free transferability of shares and allows a shareholder to transfer as he may think fit and approach the Company Law Board for registering transfer. If there are restrictions on transfer, then the shares must be first offered to existing shareholders and if they refuse then shares can be transferred to outsiders. There are number of case laws dealing with the subject -matter. In v.b rangaraj v. v.b gopalkrishnan[21], This case is related to private limited company, whereby it has two branches of family as shareholders. It was agreed orally by them that there should be no change in the proportion of shareholding and if any member wants to sell the shares then he must sell first to his own branch. The thing to note here is that the restriction that was placed was orally and not provided in the articles. The Supreme Court stated that shares are freely transferable and unless the restriction is provided in the articles of association, no private agreement can be taken as binding on the company or shareholders. Such private agreement is void ab initio. In Mafatlal Industries Ltd. v. Gujrat Gas Co. Ltd[22], This decision of the Gujarat High Court has an important point to make with respect to public limited company. Here, a shareholder sells 3.87 shares in an open market. The Court stated that the decision laid down in the above cited case holds true for the public limited company too. In M.s. Madhusudhanan v. Kerala Kaumudi Pvt. Ltd[23], This is in reference to private company. The case stems from the family dispute that arose out of an agreement which provided that there should not be any change in structure of the shareholding among the family. It also provided that in case of death of two shareholders, the shares would get transferred to Madhusudanan in certain percentage. This case seems to be similar to Rangaraj case dicussed above. However, the court distinguished this case with the former one stating that transfer of shares was specific and number of shares were identified in which company need not be a party. In Western Maharashtra Development Corporation v. Bajaj Auto Limited[24], In this case, in the year 1974, Western Maharashtra Development Corporation Ltd and Bajaj Auto ltd entered into an agreement whereby they decided to enter into joint venture and name it as Maharashtra Scooters Limited and accordingly company got incorporated as public company. The shares were listed on NSE and BSE. WMDC held 27 percent and Bajaj Auto held 24 percent, and 49 percent of public holding. There was an agreement between the two promoter shareholders that restricted the transfer of shares and it was provided in articles of association too. The agreement specifies that if any wants to sell the shares then the first offer to buy should be given to other party at such price as may be agreed. If other party agrees to purchase the shares within 30 days of such offer, then the selling party must sell the shares. Where the party agrees to buy but the price is not acceptable then such dispute should be referred to arbitration. The petitioner desired to sell the shares to Bajaj Auto at a price of Rs. 232.20 per share which was not acceptable by the petitioner. According to the terms, the dispute should be referred to the sole arbitrator. The arbitrator after considering all the circumstance b y an award directed to sell shares to Bajaj Auto at a price of Rs. 151.63 per share. Thus, the award of the arbitrator didnà ¢Ã¢â€š ¬Ã¢â€ž ¢t go down well with the petitioner and hence, the petitioner petitioned to the Bombay High Court. The petitioner contended that the agreement restricting the transfer of shares was illegal and void as against section 111A of companies Act, 1956. Section 111A provides for free transferability and hence any agreement that restricts the transfer would be void and any award passed on it would have no meaning and could be set aside. Section 34 of the Arbitration and Conciliation Act, 1996 allows for setting aside arbitral award. On the other hand, Bajaj Auto files counter argument and states that agreement was valid because an agreement was not binding on all the shareholders but it binds two shareholders. The restriction was there in the article of association. Moreover section 111A doesnà ¢Ã¢â€š ¬Ã¢â€ž ¢t prohibit the restriction on transfe rability when it is agreed between specific particular shareholders providing for specific shares. However, Single Judge ofBombay High Court held that the word à ¢Ã¢â€š ¬Ã…“free transferabilityà ¢Ã¢â€š ¬Ã‚  appearing in section 111A is of widest amplitude and legislature has made its intention clear by using the word freely transferable, that shareholders can transfer freely. Any agreement and articles of association providing for restriction on transfer would be violative of section 111A of the Companies Act and thus is void and the award based on it is void and illegal too. In Messer Holding Limited v. Shyam Madanmohan Ruia and Others[25] This decision has overruled the decision laid down in the above cited case of Bajaj Auto that transfer of shares is contrary to section 111A of the Act. In this case, Bombay Oxygen Ltd, (defendant) is a listed company. The majority shareholder was the Messer holding there was an agreement which provided that German company would acq uire shares and provide know-how to the company. It was specified in the agreement that if either wants to sell shares then it must first be offered to other party except some of the situations. The arguments were that agreement was violative of section 111A and was also void because of fraud and misrepresentation. In this case, the Court looked into the relevance of section 111A and came to the observation that section 22A of SCRA, 1956 provided for free transferability in registered company in the year 1986. It said that company may refuse transfer on specified points. The section was adopted to fight the arbitrary powers of board of directors to refuse the transfer of shares. It is noteworthy to mention that section 22A was adopted to curb the powers of board of directors and not to curb the power of shareholders to transfer the shares by entering into agreements. Later, section 22A was deleted and new section 111A was adopted. It also provided for curbing the power of board o f directors and also specified that board of directors cannot refuse to register transfer unless there is sufficient cause to do it. The Court states that right of shareholder is not restricted and if that was the intention of the legislature then it would have made an express provision in that regard. Therefore, the words à ¢Ã¢â€š ¬Ã…“freely transferableà ¢Ã¢â€š ¬Ã‚  donà ¢Ã¢â€š ¬Ã¢â€ž ¢t curtail the right of the shareholder to enter into agreement with third party for transferring of shares. If the company desires to curtail that right of shareholders, should provide that expressly in articles of association or in the Act. Analyzing the decision of the Court, it could be seen that agreement relating to transfer of shares can be enforced and it doesnà ¢Ã¢â€š ¬Ã¢â€ž ¢t violate free transferability of shares with respect to section 111A. Moreover, it is required to be specified in the articles of association. After Messer Holding Case, the scenario has changed for transfer of shares. The ruling of the Messer holding emphasized on the fact that agreement to transfer the share is shareholders matter among themselves and not between shareholders and company. Company is not a party and thus the effect of it is that agreement is legal and valid and not violative of section 111A of companies Act, 1956. It emphasizes that restriction to transfer remains in the contract/agreement that is among the shareholders and it doesnà ¢Ã¢â€š ¬Ã¢â€ž ¢t find mention in the articles of association and thus it binds the shareholders and not the company[26]. The ruling of Messer Holding gave some respite to the shareholders as they are free to transfer and restrict by placing terms in the agreement but the issue remains open for the company. By keeping company out of the agreement of shareholders, the terms of the contracts cannot be inserted into articles of association and therefore the company cannot be restricted to transfer shares as the agreement is not bi nding on the company. So if company transfer shares in violation of terms of the agreement, shareholder would not have any remedy, as company was out of the agreement. Company law Board would not have jurisdiction as there was nothing in the articles of association. Shareholder should resort to civil jurisdiction then which is time-consuming and lengthy. Considering that the terms of agreement are placed in articles of association, it wonà ¢Ã¢â€š ¬Ã¢â€ž ¢t be valid as seen from above cited cases. Restriction on transfer of shares with respect to companies act, 2013. The companies Act, 2013 has cleared the picture with respect to transfer of shares to some extent. Section 44 of the Act is akin to section 82 of the companies Act, 1956 which provides for that share of a company is movable property, transferable in a manner provided by the articles of the company. It is noteworthy here to mention that companies Act, 2013 provides for separate provisions for public company and privat e company. Clause (1) of section 58[27] provides for private company and clause (4) provides restriction of transfer of shares in public limited companies on sufficient cause. Clause (2) of the section mentions that shares are freely transferable and a proviso has been added which says that contract or agreement among shareholders inter se shall be enforceable as a contract. It is still not clear though as to what is sufficient cause in this regard. [1] Section 87, Companies Act, 1956 [2] Anirudh Laskar Aveek Datta, Sebi plans platform for minority shareholder, Mint, Nov, 2011, available at https://www.livemint.com/Companies/VJqplNNF2GtbOdYv24KwKN/Sebi-plans-platform-for-minority-shareholders.html [3] OECD, Equal treatment of shareholders and protection of their rights, available at https://www.oecd.org/daf/ca/corporategovernanceprinciples/1930044.pdf [4] OECD Principles of Corporate Governance, OECD 2004, Available at https://www.oecd.org/corporate/ca/corporategovernanceprinciples/31557724.pdf [5] Victor Brudney, Equal Treatment of shareholders in Distributions and Reorganization, California Law Review, Article 9, Volume 71, Issue 4, July 1983, available at https://scholarship.law.berkeley.edu/cgi/viewcontent.cgi?article=2127context=californialawreview [6] Ibid [7] Ibid [8] AVTAR SINGH, COMPANY LAW, 381, Eastern Book Company, Eighteenth Edition, 2005 [9] Section 85, companies Act, 1956 [10] Cumbr ian Newspapers Group Ltd v. Cumberland and Westmorland Herald Newspaper and Printing Co. Ltd (1986) 1 WLR 26 [11] Section 107(1), Companies Act, 1956 [12] Section 107(2), Companies Act, 1956 [13] Section 107(3), Companies Act, 1956 [14] Section 107(4), Companies Act, 1956 [15] Section 107(5), Companies Act, 1956 [16] AVTAR SINGH, COMPANY LAW, Eastern Book Company, Eighteenth Edition, 2005, pg 187 [17] This section requires delivery by post or by personal delivery [18] Section 82, Nature of shares-The shares or other interest of any member in a company shall be movable property, transferable in the manner provided by the articles of the company. [19] Avtar Singh, COMPANY LAW, 142, Eastern Book Company, Eighteenth Edition, 2005 [20] Ibid [21] (1992) 1 SCC 160 [22] 1997 [23] (2003) VOL. 117 Comp Cases 19 [24] 2010 [25] 2010 (Appeal No. 855 of 2003 in Notice of Motion No. 534 of 2002 in Suit No. 509 of 2001 and Notice of Motion Nos. 1308 and 3956 of 2005, 4118 of 2007 and 1973 and 1418 of 2008) [26] Suresh, Restriction on Transfer of shares in public Company, January 15, 2012 available at https://www.lawyersclubindia.com/articles/Restriction-on-Transfer-of-Shares-in-a-Public-Company-4407.asp#.U3nzJ1K6Zdg [27] Section 58- (1) If a private company limited by shares refuses, whether in pursuance of any power of the company under its articles or otherwise, to register the transfer of, or the transmission by operation of law of the right to, any securities or interest of a member in the company, it shall within a period of thirty days from the date on which the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to the company, send notice of the refusal to the transferor and the transferee or to the person giving intimation of such transmission, as the case may be, giving reasons for such refusal. (2) Without prejudice to sub-section (1), the securities or other interes t of any member in a public company shall be freely transferable: Provided that any contract or arrangement between two or more persons in respect of transfer of securities shall be enforceable as a contract. (3) The transferee may appeal to the Tribunal against the refusal within a period of thirty days from the date of receipt of the notice or in case no notice has been sent by the company, within a period of sixty days from the date on which the instrument of transfer or the intimation of transmission, as the case may be, was delivered to the company. (4) If a public company without sufficient cause refuses to register the transfer of securities within a period of thirty days from the date on which the instrument of transfer or the intimation of transmission, as the case may be, is delivered to the company, the transferee may, within a period of sixty days of such refusal or where no intimation has been received from the company, within ninety days of the delivery of the instrument of transfer or intimation of transmission, appeal to the Tribunal. (5) The Tribunal, while dealing with an appeal made under sub-section (3) or subsection (4), may, after hearing the parties, either dismiss the appeal, or by orderà ¢Ã¢â€š ¬Ã¢â‚¬  (a) direct that the transfer or transmission shall be registered by the company and the company shall comply with such order within a period of ten days of the receipt of the order; or (b) direct rectification of the register and also direct the company to pay damages, if any, sustained by any party aggrieved. (6) If a person contravenes the order of the Tribunal under this section, he shall be punishable with imprisonment for a term which shall not be less than one year but which may extend to three years and with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.

Digital Millennium Copyright Act Free Essays

I would consider the sharing and downloading of songs from the Internet to be wrong when a purchase isn’t made to obtain the download. When ecommerce is circumvented and a song is downloaded from the Internet the effects are felt beyond the large music record companies. The fans of that artist, the employees that manufacture the digital media, even you as the person downloading the content will have consequences. We will write a custom essay sample on Digital Millennium Copyright Act or any similar topic only for you Order Now If the demand for a product is high the price for such product does not have to be high. Thus, if I along with many others download my favorite artist’s song the consequences ripple far past the wealthy record companies. The fans willing to pay will have a higher cost because demand is not reflected accurately. The companies that develop products to create this digital media will have fewer jobs to offer/may require terminating employees. I will feel the effects because my favorite artiest may not put out music due the demand not being accurate. This is a very interesting topic to discuss because here there are laws that protect copyrighted material, as well as technology that solely are used to uphold these laws. In fact, it seems that the technology are the laws regarding digital media and when avoided they are broken. Once constrains on behavior are built into the technical standards governing a technology, the technical standards effectively become a new method for governing used of the technology- in essence, the technical standards become a type of law. †(Textbook) Lending a CD to a friend is ok. There isn’t infringement to copyrights, and the rights management system is not underm ined when doing so. For instance manufactures decide the rules of with the digital media can be used. â€Å"In the Case of rights management systems, copyright owners determine the rules that are embedded into the technological controls. By implementing technical constraints on access to and use of digital information, a copyright owner can effectively supersede the rules of the intellectual property law. †(Textbook) When allowing a friend to borrow a CD the RMS is not damaged in the process. Letting a friend download, copy to an external drive, or rip to CD music is definitely wrong. It infringes on various copyright statues, as well as undermines any rights management systems that are used with my digital media. To bypass the RMS of digital media would violate the Digital Millennium Copyright Act and is without a doubt wrong. No person shall circumvent a technological measure that effectively controls access to a work protected under this title. †(Textbook) To work around the RMS of a CD and rip songs to a library and then make a copy of these songs to a blank CD violates the DMCA. Using other technology to obtain this media is also wrong. In the case Real Networks, Inc. v. Streambox, Inc. we see that t o use software to copy media is another instance of DMCA violation. In this case Real Networks offered a way to stream music for sampling, but if a user wanted to own the copy they must purchase the song. RealServers hosted this music and would only play content on RealPlayers. This relationship between player and server was authenticated by means of â€Å"secret handshake†. Users who have met content owners preference to download media (i. e. purchased the music) could do so by a â€Å"copy switch† authentication method. Streambox VCR allow users to bypass the copy switch mechanism, which allow users to download media without the consent or preference of the copyright holder. We see with this case that if we use software to circumvent the ecommerce process we have violated the DMCA. The DMCA prohibits the manufacture, import, offer to the public, or trafficking in any technology, product, service, device, component, or part thereof that: (3) is marketed for use in circumventing such technological protection measures. †(Textbook) Allowing this friend to download from a site is wrong as well. It violates the same DMCA standards forbidding working around RMS. Peer to peer sharing we have seen in the case A M Records Inc, v. Napster, Inc. violates the DMCA if the holder does not grant permission to the content. To enable the act of infringing even though you yourself are not infringing does not remove liability. â€Å"Napster may be vicariously liable when it fails to affirmatively use its ability to patrol its system and preclude access to potentially infringing files listed in its search index. Napster has both the ability to use its search function to identify infringing musical recordings and the right to bar participation of users who engage in the transmission of infringing files. †(Textbook) I think that the digital copyright laws of today are reasonable. They protect the copyright holders, but there are still â€Å"free use† statues are in place that makes sampling music realistic. Today we have youtube, Pandora, and spotify just to name a few. If I want to sample music or even listen to my favorite genre of music I am free to. I can subscribe to a new artist on youtube and sample their music before I ever have to pay for a CD. Today technology has made it more convenient to be a consumer of media, and harder to protect your copyright for media creators. With every streaming site there is a file-sharing site. I think that it’s unfortunate that someone who worked hard to create a work of music has to deal with it being stolen, but I think there is a solution in the near future. With everything being hosted in the cloud now a days we see media outlets like itunes and spotify have huge cloud library with the ability to take a physical copy when placing it on an external device. We are seeing less and less local copies of media with the emergence of the cloud, which will make it very hard to circumvent RMS in place. So what should be the law? The laws should evolve with technology, and as of now should remain as they are. How to cite Digital Millennium Copyright Act, Papers

Computer Power Group Case Analysis free essay sample

Founded in 1968, Computer Power Group (CPG) was Australia’s largest publicly listed information technology service company. In the mid to late 1980s, CPG went beyond IT consulting and by incorporating many Australasian companies in the IT education, training, services, staffing, software, and resourcing domains. CPG made acquisitions in the Unites States, United Kingdom and other places through out the world. CPG was establishing itself broadly in the IT marketplace. By 1998, CPG Corporate controlled seven branded businesses that were each managed as separate companies. CPG Corporate’s senior managers had no ties to the individual operating businesses. Brand integration was not a goal of the company at that time. Identify sources of equity for each brand Computer Power Group Corporate’s only role is to control internal accounting and finance and has no marketing support. Computer Power Group Pty Ltd. was CPG’s only consulting operation. It CPG provided highest quality Information Technology services. We will write a custom essay sample on Computer Power Group Case Analysis or any similar topic specifically for you Do Not WasteYour Time HIRE WRITER Only 13.90 / page GPG had been dominated by the public service and government firms and were involved in one of the largest system integration projects in Australia. Management Technology Education (MTE) was one of Austral-Asia’s largest and best know corporate IT training companies. MTE provided customized IT applications training courses for both junior and entry-level corporations clients. MTE even taught courses for non-IT business skills. Computer Power Training Institute (CPTI) provided placement for graduates seeking entrylevel positions in the IT field with a 90% success rate within the first three months. Computer Power Advanced Systems Institute (CPAS) provided IT education and training to mid- to high-level, experienced IT professions with the intention of certifying or accrediting these student in advanced systems. This was CPG’s least well know brand. Parity People specifically focused on low volume, high-margin segments for this professional staffing business. Its main focus was senior IT positions. Parity People had high reputation and loyalty among its contractors. Computer People (CP) specifically focused on high volume, low-margin business and is one of the largest resourcing companies in Australia and Southeast Asia. They attract large corporate clients. Equus serves a general niche market by focusing its efforts permanent placements because of the higher margin returns. Its focus is the elite end of the IT professional placement market. Evaluate each brand’s identity Computer Power Group Corporate has an overall good reputation for providing quality services however, because it has so many brands under it, users are confused as to specific goal and vision this company has. Computer Power Group Pty Ltd is specifically know for its high quality IT services. Because it primarily only contracts with public service and government sectors, it is not well know outside of Canberra. Management Technology Education (MTE) is a well-known corporate IT training company that provides quality trainers. MTE spends 2. 2 million on direct mail and print advertising. Computer Power Training Institute (CPTI) is seen as a good place to take junior level IT courses due to the fact that it has free placement. CPTI has a large marketing budget. CPTI is the place to go for a new future. Computer Power Advanced Systems Institute (CPAS) is not well known, values for this company are not clear. Users see it as a place for older men to go to when they need a career change that requires a certificate. Parity People is well known for providing personalized services and has highly loyal contractors from both the government and private companies. Parity People is seen as a quality company will strong values. Equus does not have high general awareness because it specializes in a niche market of the elite. Equus has a good reputation for â€Å"finding the right people†. Computer People (CP) were seen as a not-so-special company that deals with the least skilled contractors. CP is not known for quality. Lacking in positive attributes and values. Develop a set of recommendations In order for Computer Power Group’s brand to become unified, it needs to bring each of its separate companies together in a way that will take advantage of each brands strengths. Computer People (CP), Parity People and Equus should be under the same brand due to that fact that they all within the staffing market. Both Equus and CP would benefit from the good reputation of Parity People. Management Technology Education (MTE), Computer Power Training Institute (CPTI), and Computer Power Advanced Systems Institute (CPAS) should combine to become one Advanced Systems Training and Education brand. Training, education and certifying all under one brand would give its brand a clear message and make it a more attractive option for prospective clients or students. Because Computer Power Group Corporate has no specific role other than accounting and finance, they will focus their attention on its only consulting operation: Computer Power Pty Ltd. Computer Power Group Corporate will work directly with Computer Power Pty Ltd to market its services beyond public service and government firms.