Thursday, December 26, 2019

Words Used to Describe Food

The words below are some of the most important used to talk about how food tastes, the condition it is in, and how we cook. Practice the sentences and learn how to talk about your food.   Food Condition fresh - Sushi always requires fresh fish.off - Im afraid this cheese tastes off.raw - Sushi is made from raw fish as well as vegetables, seaweed, and rice.  ripe - Make sure the bananas are ripe so I can use them in the cake.rotten - This meat smells rotten. I think we should throw it away.tough - The steak was very tough. I could hardly chew it!tender - The lamb was so tender that it seemed to melt in my mouth.undercooked - The undercooked salmon was very poor.unripe - Many types of fruit are picked unripe and become ripe as they are shipped.overcooked - The broccoli was overcooked. It should have been crisper.   Food Verbs bake - Ill bake a cake for her birthday party.boil - You should boil these potatoes for forty-five minutes.cook - What would you like me to cook for dinner?fry - I usually fry some eggs and bacon on Saturday mornings.grill - During the summer I like to grill meat outside.heat - Heat up the soup and make some sandwiches.microwave - Microwave the macaroni for three minutes and eat.poach - Jennifer prefers to poach her eggs.roast - Lets put this in the oven and roast for two hours.steam - The best way to cook many vegetables is to steam them for a few minutes. Food Quantities bar - Melt one bar of butter for the sauce.liter - Ill put a liter of water on to boil for the pasta.loaf - I bought three loaves of bread at the supermarket.  lump - Put of a lump of butter on top of the casserole to make it tasty.piece - Would you like a piece of chicken?pint - I drank a pint of ale at the pub.portion - Have you eaten your portion of vegetables today?slice - Please put three slices of cheese on my sandwich.spoonful - Add two spoonfuls of sugar to sweeten. Food Taste bitter - The almonds were very bitter. I could hardly eat the cookies.bland - This sauce is very bland. It doesnt taste like anything.creamy - I enjoy eating creamy tomato soup on cold winter days.crisp - The apple was crisp and delicious.  crunchy - Granola is a very crunch type of breakfast cereal.hot - The soup is hot. Let it cool down.mild - The spices are very mild.  salty - The sauce was much too salty. I think you should add some water and boil it down.savory - Savory crackers with cheese make a great snack.  sour - Lemons are very sour!spicy - Greg enjoys eating spicy Mexican food.  sweet - The cherry pie wasnt too sweet. It was just right.  tasteless - The vegetables have been cooked for too long. Theyre tasteless. Food Types barbecue - Do you enjoy barbecue during the summer?buffet - We went to an Indian buffet and had all we could eat.four-course meal - My wife and I enjoy making four-course meals on special occasions.picnic - Lets take a picnic to the park and enjoy the good weather.snack - You should eat a snack at four, but dont eat too much.TV dinner - TV dinners are disgusting but fast. Eating and Drinking bite - Dont bite off more meat than you can comfortably chew.chew - You should chew each bite well before you swallow.swallow - If you swallow too much you might choke on your food.sip - Its best to slowly sip a cocktail rather than gulp it down.guzzle - He guzzled a glass of water after he finished the job.gulp down - He hungrily gulped down the meal as he was very hungry. Preparing Drinks add - Add two shots of whiskey and some rum.fill - Fill the glass with ice.mix - Mix in a teaspoon of sugar.pour - Pour your drink over ice cubes.  shake - Shake the drink well and pour into a glass.stir - Stir the ingredients well and enjoy with your favorite seafood.   If you know all of these words, try the advanced level food vocabulary page to really expand your vocabulary. Teachers can use this lesson about food to help students plan a meal of their own.

Wednesday, December 18, 2019

The Art of Brand Naming Essay - 926 Words

Do you ever like a brand, and everything that they have to offer, bit then you think to yourself what a stupid name though!? While a crappy name wont nesesarily doom a company for success, it can be a hurdle to overcome if botched. The art and science of great naming is absolutely about balancing a confluence of core concepts: Companies should focus on domain name availability, descriptiveness, trademark strength, originality, length, integrity (the bigger picture of the name and brand), and lastly, the names tested market appeal. We dont ever want to find ourselves naming exclusively reaching for one particular aspect of a name, as there is a bigger picture to be considered. Being integral: There is a major plus when a name can†¦show more content†¦There are exceptions, like Trader Joes named for founder Joe Coulombe, and of course the eponymous Ben and Jerrys Ice cream. Dont confuse their existing goodwill with the difficulty inherent to how hard it may have been overcoming a plain name–although one could say their names made them approachable given the lack of seriousness to say, ice cream. As an example and amusing execercise, think of many quirky and cleverly named brands and imagine the inverse of the Trader Joes or Ben and Jerrys format, e.g. if Naked Juice had been the less than inspiring Daves Juice for co-founder David Bleeden. Daves Juice also would totally lack the quasi edginess that Naked Juice has, and is totally forgettable. Legal Research: EatMyWords Founder Alexandra Watkins advises on the legal loose ends of naming your business, For initial trademark screens, you can do free searches on Trademarkia.com and the governments trademark database, TESS, at USPTO.gov. Use these to knock out potential conflicts, then hire an attorney to do a thorough search. This is not something you want to skimp on. Domain name availability. 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In this advert, the designer attaches the meaning of revelry and freedom to this product by naming it, stimulating customers’ desire for this kind of lifestyle so that they are dying to purchase the bag. But it is the first level of the signing process, in term of Barthes (1991)ï ¼Å'the first level of signs can become a new sign and create a new

Tuesday, December 10, 2019

Effects Of Tv On Children Essay Example For Students

Effects Of Tv On Children Essay Sitting in school, little Jane sits anxiously watching the clock. The teacher is talking to the class, but Jane just cant wait to get home. When the bell finally rings, she runs out of the classroom, and all the way home. After blasting in the house, she runs to turn on the TV. Having nothing more exciting to do, Jane will sit in front of the television until her mom pulls her away for dinner. This is an all to familiar scenario in many American homes today. What many people dont realize are the problems that can develop from young children watching too much TV. Many emerging dilemmas are resulting from this concern. When a young child with a maturing brain sits in front of the TV for several hours every day, it can instigate loss of creativity, impatience, and violence further along down the road.The ability to be creative is an important factor in the development of a young childs mind. By sitting down and watching TV for a couple hours, the child is entertained, but is also not th inking. Information in spoon-fed to them, so when it comes time to read a book in school, some can have a hard time grasping ideas. They are so used to having images flash before them to provide understanding; they have trouble moving their eyes side to side to gather the information for themselves. With the TV in front of them, supplying amusement, they may never stop to think that putting a puzzle together, or reading a book could also be fun. They could actually become dependent on this one source of fantasy, and never bother to create their own. As the child grows older, it is less likely to put effort into playing with other kids, or taking up a hobby.While losing creativity, the child can also gain impatience. By having all the stories and facts plastered clear in front of them, they can easily loose interest sitting in a classroom all day. Even during their favorite TV show, there is a brief change of pace in the story line when a commercial comes on, which is about every sev en minutes. Their attention spans are being molded by this continuos interruption, causing them to loose focus easily. Research has shown that teachers today are using many more multimedia devices to capture the students attention. Being so used to seeing information provided by the TV, they are more responsive to learning with it in school, and are more likely to remember it. Many links are showing up in studies between Attention Deficit Disorder (ADD), and watching too much television in elementary children. This disorder is becoming more common in the classroom, where they have a hard time concentrating. Along with losing creativity and gaining impatience, the child is more apt to behave violently. They can slowly learn as it is played repeatedly, that they can get what they want by responding with violence. When they see a character shot, or beat someone up so they can steal their car, they may catch on to the idea. They come to expect it in the real world, and when they do not see it, the world becomes bland. The children then may create the violence that their mind craves. A child may also see a villain on TV, and try to test out his tactics to see if they really do work. In California, a seven-year old boy sprinkled ground-up glass in into the stew his family was to eat for dinner. When asked why he did it he replied I wanted to see if it would be the same as on TV. In Alabama, a nine year old boy was caught putting rat poison on a box of candy that he was going to give to his teacher due to the bad grades he received on his report card. He responded by saying he got the idea form a TV show he watched the night before. These are certainly startling examples of how television violence can affect a child. Is it surprising to many that statistics show television is the number one after school activity for young children? 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Monday, December 2, 2019

Mexican Revolution Essays - Presidency Of James K. Polk,

Mexican Revolution International borders have always been centers of conflict, and the U.S.-Mexican border is no exception. With the European colonizing the New World, it was a matter of time before the powers collided. The Spanish settled what is today Mexico, while the English settled what is to day the United States. When the two colonial powers did meet what is today the United States Southwest, it was not England and Spain. Rather the two powers were the United States and Mexico. Both Counties had broken off from their mother countries. The conflict that erupted between the two countries where a direct result of different nation policies. The United States had a policy of westward expansion, while Mexico had a policy of self protection. The Americans never had a written policy of expansion. What they had was the idea of Manifest Destiny. Manifest Destiny was the belief that the United States had the right to expand westward to the Pacific ocean. On the other hand, Mexico was a new country wanting to protect itself from outside powers. Evidence of U.S. expansion is seen with the independence of Texas from Mexico. The strongest evidence of U.S. expansion goals is with the Mexican-American War. From the beginning, the war was conceived as an opportunity for land expansion. Mexico feared the United States expansion goals. During the 16th century, the Spanish began to settle the region. The Spanish had all ready conquered and settled Central Mexico. Now they wanted to expand their land holdings north. The first expedition into the region, that is today the United States Southwest, was with Corando. Corando reported a region rich in resources, soon after people started to settle the region. The driving force behind the settlement was silver in the region. The Spanish settled the region through three major corridors; central, western and eastern. The first settlements were mainly through the central corridor. The Spanish went thorough what is now the modern Mexican state of Chihuahua into the U.S. state of New Mexico. Eventually the Spanish established the city of Santa Fe in 1689. The eastern corridor was through modern day Texas and led to the establishment of San Antonio. The eastern expansion was caused by the French expansion into modern day Louisiana. The Spanish crown wanted a buffer between the French in Louisiana and central Mexico. The last corridor of expansion was in the west, through the sea, which led to the establishment of San Diego in 1769 and Los Angles in 1781. The Spanish were not the only European power to colonize the new world; French, English and the Dutch also settled North and South America. The Spanish and the French settled what is present day U.S.-Mexico border region. The French settled modern day U.S. midwest, while the Spanish settled present day Mexico and U.S. southwest. As time went on, European influence in the region diminished.. The French sold there claims to the United States, in 1803 with the Louisiana Purchase. Mexico gained independence from Spain in 1821. Once the United States bought the Louisiana Purchase, western expansion began. This set the stage for major conflict in the region. The United States gained independence from England in 1775. After 1775, the Americans started to expand west. By the time Mexico gained independence, the United States had reached the Mexican frontier. Mexico needed to protect its northern borders. To protect the border region, Mexico needed to populate the area. Mexico continued the policy started by Spain of allowing Americans to settle Texas. The Americans had to follow Mexican law, religion and customs. The settlement of Texas played into the United States expansion plans. Eventually Mexico City closed Texas from more Americans from entering. This angered the Americans wanting to enter and Americans already living in Texas. Texas revolted from Mexico in 1833. Mexicans did live in Texas, and fought for the independence of Texas. The majority of Texans were Americans and fought for their independence. After the war the Americans intentionally or non-intentionally forced most Mexicans out of Texas. The ones that stayed faced racial tensions that continue to today. After gaining independence from Mexico, Texas wanted to join the United States immediately. The U.S. Congress voted against Texas from joining the

Wednesday, November 27, 2019

Final Examination and Turkish Economy Essays

Final Examination and Turkish Economy Essays Final Examination and Turkish Economy Essay Final Examination and Turkish Economy Essay ATD457-1 Turkish Industry Fall 2013 Instructor Lecture Hours Classroom Contact : Prof. Dr. Mehmet Hseyin Bilgin : Thursday: og:oo-11 : 309 : [emailprotected] com Main Books: Undersecretariat of Treasury, Turkish Economy, January 2012. Ministry of Industry and Trade, General Assessment of Turkish Industry Sectors 2010, March 2011. Suggested Readings: TsiAD, Turkiye Ekonomtst 2013, December 2012. Ministry of Industry and Trade, Turkish Industrial Strategy Document: 2011-2014 (Towards EIJ Membership), 2010. State Planning Organization, Sector Profiles of Turkish Industry, February 2004. Course Description: This course aims to introduce students to the Turkish economy and provides the students a comprehensive understanding of concepts used in the Turkish economy and industry. The course will give an overview of the industries of the Turkish economy, but the emphasis will be to understand the fundamentals of the Turkish economy and industry. Exams: There will be a midterm exam, a term project, and a final exam. The midterm exam will consist of multiple-choice questions and short answers/definitions, including application problems. It will be held as scheduled and will count toward your final grade (20%). The final exam will consist of multiple choice, short- and long-answer questions, application problems, and figure labeling. It will be comprehensive, covering all required materials through the date of the final exam. It will be held at the end of the semester. The final exam will count for 60% of the final grade. All exams will be closed book and notes. Term Project: You will be assigned a term project to be completed before the end of the term. The erm project topic is The International Competitiveness of the Turkish ABC Industry. : Please choose one industry of your interest and analyze its international email to [emailprotected] com. The deadline for submission is December 27th, 2013. The project will count for 20% of your final grade. Grading/Assessment: The final grade will be determined as follows: Midterm Exam Term Project Final Exam Course Outline: PART l: TURKISH ECONOMY Week 1: Turkish Economy in the World Week 2: Demographic Profile; Growth; Employment; Inflation Week 3: Foreign Trade and Balance of Payments Financial Sector Week 4: Public Finance Debt Management Week 5: Market Indicators Investment Environment Week 6: Social Security Labor Market week 7: Energy sector Week 8: Relationship with the IMF and EIJ THE MIDTERM EXAM PART II: TURKISH INDUSTRY SECTORS Week 9: Turkish Automotive Machinery Sectors Week 10: Turkish Base Metal Sector Week 11: Turkish Electrical Electronical Sector Week 12: Turkish Textile, Apparel, Leather and Leathe Products Sectors Week 13: Turkish Chemical Glass Sectors Week 14: Turkish Cement Furniture Sectors THE COMPREHENSIVE FINAL EXAM

Saturday, November 23, 2019

Biography of Oliver Hazard Perry, American Naval Hero

Biography of Oliver Hazard Perry, American Naval Hero Oliver Hazard Perry (August 23, 1785–August 23, 1819) was an American naval hero of the War of 1812, famous for being the victor of the Battle of Lake Erie. Perrys victory against the British ensured U.S. control of the Northwest. Fast Facts: Oliver Hazard Perry Known For: War of 1812 naval hero, victor of the Battle of Lake ErieAlso Known As: Commodore PerryBorn: August 23, 1785 in South Kingstown,  Rhode IslandParents: Christopher Perry, Sarah PerryDied: August 23, 1819 in TrinidadAwards and Honors: Congressional Gold Medal (1814)Spouse: Elizabeth Champlin Mason (May 5, 1811–August 23, 1819)Children: Christopher Grant Champlin, Oliver Hazard Perry II, Oliver Hazard Perry, Jr., Christopher Raymond, Elizabeth MasonNotable Quote: We have met the enemy and they are ours. Early Years Perry was born on August 23, 1785, in South Kingstown, Rhode Island. He was the eldest of eight children born to Christopher and Sarah Perry. Among his younger siblings was Matthew Calbraith Perry who would later gain fame for opening Japan to the West. Raised in Rhode Island, Perry received his early education from his mother, including how to read and write. A member of a seafaring family, his father had served aboard privateers during the American Revolution and was commissioned as a captain in the U.S. Navy in 1799. Given command of the frigate USS General Greene (30 guns), Christopher Perry soon obtained a midshipmans warrant for his eldest son. The Quasi-War Officially appointed a midshipman on April 7, 1799, the 13-year old Perry reported aboard his fathers ship and saw extensive service during the Quasi-War with France. First sailing in June, the frigate escorted a convoy to Havana, Cuba where a large number of the crew contracted yellow fever. Returning north, Perry and  General Greene then received orders to take station off  Cap‑Franà §ais, San Domingo (present-day Haiti). From this position, it worked to protect and re-capture American merchant ships and later played a role in the Haitian Revolution. This included blockading the port of Jacmel and providing naval gunfire support for General Toussaint Louvertures forces ashore. Barbary Wars With the end of hostilities in September 1800, the elder Perry prepared to retire. Pushing ahead with his naval career, Perry saw action during the First Barbary War (1801–1805). Assigned to the frigate USS Adams, he traveled to the Mediterranean. An acting lieutenant in 1805, Perry commanded the schooner USS Nautilus as part of a flotilla assigned to support of William Eaton and First Lieutenant Presley OBannons campaign ashore, which culminated with the Battle of Derna. USS Revenge Returning to the United States at the end of the war, Perry was placed on leave for 1806 and 1807 before receiving an assignment to construct flotillas of gunboats along the New England coast. Returning to Rhode Island, he was soon bored by this duty. Perrys fortunes changed in April 1809 when he received command of the schooner USS Revenge. For the remainder of the year, Revenge cruised in the Atlantic as part of Commodore John Rodgers squadron. Ordered south in 1810, Perry had Revenge refitted at the Washington Navy Yard. Departing, the ship was badly damaged in a storm off Charleston, South Carolina that July. Working to enforce the Embargo Act, Perrys health was negatively affected by the heat of southern waters. That fall, Revenge was ordered north to conduct harbor surveys of New London, Connecticut, Newport, Rhode Island, and Gardiners Bay, New York. On January 9, 1811, Revenge ran aground off Rhode Island. Unable to free the vessel, it was abandoned and Perry worked to rescue his crew before departing himself. A subsequent court-martial cleared him of any wrongdoing in Revenges loss and placed blame for the ships grounding on the pilot. Taking some leave, Perry married Elizabeth Champlin Mason on May 5. Returning from his honeymoon, he remained unemployed for nearly a year. War of 1812 Begins As relations with Great Britain began to deteriorate in May 1812, Perry began actively seeking a sea-going assignment. With the outbreak of the War of 1812 the following month, Perry received command of gunboat flotilla at Newport, Rhode Island. Over the next several months, Perry grew frustrated as his comrades aboard frigates such as USS Constitution and USS United States gained glory and fame. Though promoted to master commandant in October 1812, Perry wished to see active service and began relentlessly badgering the Navy Department for a sea-going assignment. To Lake Erie Unable to achieve his goal, he contacted his friend Commodore Isaac Chauncey who was commanding U.S. Naval forces on the Great Lakes. Desperate for experienced officers and men, Chauncey secured Perry a transfer to the lakes in February 1813. Reaching Chaunceys headquarters at Sackets Harbor, New York, on March 3, Perry remained there for two weeks as his superior was expecting a British attack. When this failed to materialize, Chauncey directed him to take command of the small fleet being built on Lake Erie by Daniel Dobbins and noted New York shipbuilder Noah Brown. Building a Fleet Arriving at Erie, Pennsylvania, Perry commenced a naval building race with his British counterpart Commander Robert Barclay. Working tirelessly through the summer, Perry, Dobbins, and Brown ultimately constructed a fleet that included the brigs USS Lawrence and USS Niagara, as well as seven smaller vessels: USS Ariel, USS Caledonia, USS Scorpion, USS Somers, USS Porcupine, USS Tigress, and USS Trippe. Floating the two brigs over Presque Isles sandbar with the aid of wooden camels on July 29, Perry commenced fitting out his fleet. With the two brigs ready for sea, Perry obtained additional seamen from Chauncey including a group of around 50 men from Constitution, which was undergoing a refit at Boston. Departing Presque Isle in early September, Perry met with  General William Henry Harrison at Sandusky, Ohio before taking effective control of the lake. From this position, he was able to prevent supplies from reaching the British base at Amherstburg. Perry commanded the squadron from Lawrence, which flew a blue battle flag emblazoned with Captain James Lawrences immortal command, Dont Give Up the Ship. Lieutenant Jesse Elliot, Perrys executive officer, commanded Niagara. Battle of Lake Erie On September 10, Perrys fleet engaged Barclay at the Battle of Lake Erie. In the course of the fighting, Lawrence was nearly overwhelmed by the British squadron and Elliot was late in entering the fray with Niagara. With Lawrence in a battered state, Perry boarded a small boat and transferred to Niagara. Coming aboard, he ordered Elliot to take the boat to hasten the arrival of several American gunboats. Charging forward, Perry used Niagara to turn the tide of the battle and succeeded in capturing Barclays flagship, HMS Detroit, as well as the rest of the British squadron. Writing to Harrison ashore, Perry reported, We have met the enemy and they are ours. Following the triumph, Perry ferried Harrisons Army of the Northwest to Detroit, where it began its advance into Canada. This campaign culminated in the American victory at the Battle of the Thames on October 5, 1813. In the wake of the action, no conclusive explanation was given as to why Elliot delayed in entering the battle. Hailed as a hero, Perry was promoted to captain and briefly returned to Rhode Island. Postwar Controversies In July 1814, Perry was given command of the new frigate USS Java, which was then under construction at Baltimore. Overseeing this work, he was present in the city during the British attacks on North Point and Fort McHenry that September. Standing by his unfinished ship, Perry was initially fearful that he would have to burn it to prevent capture. Following the British defeat, Perry endeavored to complete Java but the frigate would not be finished until after the war ended. Sailing in 1815, Perry took part in the Second Barbary War and aided in bringing the pirates in that region to heel. While in the Mediterranean, Perry and Javas Marine officer, John Heath, had an argument that led to the former slapping the latter. Both were court-martialed and officially reprimanded. Returning to the United States in 1817, they fought a duel which saw neither injured. This period also saw a renewal of the controversy over Elliots behavior on Lake Erie. After an exchange of angry letters, Elliot challenged Perry to a duel. Declining, Perry instead filed charges against Elliot for conduct unbecoming an officer and failure to do his utmost in the face of the enemy. Final Mission and Death Recognizing the potential scandal that would ensue if the court-martial moved forward, the secretary of the Navy asked President James Monroe to address the issue. Not wishing to sully to the reputation of two nationally-known and politically-connected officers, Monroe diffused the situation by ordering Perry to conduct a key diplomatic mission to South America. Sailing aboard the frigate USS John Adams in June 1819, Perry arrived off the Orinoco River a month later. Ascending the river aboard USS Nonsuch, he reached Angostura where he conducted meetings with Simon Bolivar. Concluding their business, Perry departed on August 11. While sailing down the river, he was stricken with yellow fever. During the voyage, Perrys condition rapidly worsened and he died off the Port of Spain, Trinidad on August 23, 1819, having turned 34 that day. Following his death, Perrys body was transported back to the United States and buried in Newport, Rhode Island. Sources â€Å"Oliver Hazard Perry.†Ã‚  American Battlefield Trust, 5 May 2017.â€Å"Oliver Hazard Perry.†Ã‚  Naval History and Heritage Command.â€Å"Battle of Lake Erie.†Ã‚  Oliver Hazard Perry Rhode Island.

Thursday, November 21, 2019

Final Research Paper Example | Topics and Well Written Essays - 2000 words

Final - Research Paper Example Economists and social scholars have termed the crash of the financial markets in the United States of America as a self-serving failure on the part of the regulations of the government. There were lapses and loopholes in the fiscal regulation deposed and an unimplemented by the government contributed to the financial crush. At this point and level, it may be needless to stress on the effects and impact of the financial crash since the effects and extent of the crash was felt far and wide. It however did cost the country as a whole to revive the economy such as the banks being forced to give mortgages band loans to people without proper credit worthiness record (Hartmann, Straetmans & Vries, 2004). Analysts and economic observes have raised concerns and issues such to the direction that the extent of the negative effects and consequences of the financial meltdown could have been avoided if there were proper regulations on banks and micro-credit institutions which gave out mortgages. In order to pursue this research to its logical conclusion and end, it would be imperative to gauge the macro and fiscal regulations which would be introduced along government policies to control the effects of the crash. Thus, this paper will delve into the concept and issue of fiscal policies which would be introduced hand in hand with the remedial policies by the United States government to help caution and prevent the economy in going into another financial markets crash. In principle, there are sectors and areas which would prove beneficial to this study so as to arrive at informed inference and recommendation (Hodgson, 2009). They include the policy sectors, the bank regulatory authorities and the financial markets as a whole. Therefore this research and study will seek to explore means and avenues which will caution the economy of

Wednesday, November 20, 2019

Law of Accounting Coursework question Essay Example | Topics and Well Written Essays - 4000 words

Law of Accounting Coursework question - Essay Example It is a well established principle that a contract can come into existence even if it is oral or has been concluded in an informal manner, however, it is important to note that there are certain conditions which must be satisfied for a legally binding contract to be existent. The starting point for the formation of a contract is that there must be an offer made and it should clearly not be an invitation to treat and subsequently there should be acceptance. The next aspect is that of the criterion of consideration, the intent to enter into legal relation the presence of certainty. For an effective evaluation of how a contract is to be concluded can be found in the case of Smith v Hughes1, whereby the subjective as well as the objective test was laid down so as to evaluate the existence of a valid and legally enforceable contract. The subjective test focuses on the intention of the parties who entered into the contract, while on the contrary the objective test looks into what had been said, done, not done by the parties and what the intention of saying or doing was. An important evaluation on the principles of offer and acceptance can be seen from the evaluation of Professor Atiyah, whereby it was reasoned that offer and acceptance is determined by of one of the methods which is ‘reason forwards’ and ‘reason backwards’. Reason forwards takes into account of offer and acceptance and their existence at first and then goes on to reason out and conclude on the dispute at hand and as for reason backwards the most reasonable solution is made out and it then turns around to ascertain from that offer and acceptance. The definition offer is unequivocal willingness by the offeror that is the person making offer to be bound by certain terms and conditions subject to acceptance of the offeree that is the peron to whom the offer is made. There has been a clear distinction which has been drawn by the courts on the area of invitation to treat and offer , however, there have been times when the differentiating was a mere thin line. Invitation to treat has been defined as an expression of willingness to induce another party to enter into negotiations and to make an offer, however, the boundary is, the fact that it is conditional and is therefore not an offer. The case of (Fisher v Bell)2 clearly defined the fact that invitation to treat is merely an expression of willingness of one party to enter into negotiations with another party thereby hoping that eventually offer and acceptance would take place and a valid and legally enforceable contract would come into existence. The thin line and the distinguishing features between an invitation to treat and offer can be seen from the cases of of Gibson v Manchester City Council3 and Storer v Manchester City Council4. The facts in Gibson were that the treasurer in his letter to Mr. Gibson stated that the council was willing to sell Mr. Gibson the house and needed him to make a formal applic ation. The courts looked into the circumstances of the case and in particular the price factor and held to be an invitation to treat. Contrary to Gibson, in Storer the courts held that a valid contract had been created because of the fact that the transaction had moved one step further and was prior to exchange of contracts. Even though it was a very thin line the courts distinguished between the

Sunday, November 17, 2019

Alcoholic Beverage and Scott Russell Sanders Essay Example for Free

Alcoholic Beverage and Scott Russell Sanders Essay Analysis of â€Å"Under the Influence† by Scott Russell Sanders Scott Russell Sanders’ narrative essay â€Å"Under the Influence† is a piece about his experiences with his alcoholic father. To describe these experiences, Sanders uses animalistic diction, asyndeton, and explains how his father’s disease creates insecurities in himself. Sanders’ purpose is to describe life with an alcoholic in order to demonstrate the effects and devastation in correlation with the â€Å"disease†. Using negative connotation, Sanders creates animal-like characteristics when writing about this father’s illness. Sanders reminisces about this childhood when he would â€Å"tiptoe past [his father], as past a snoring dragon†(59); he is portraying his father as a creature known for being a giant, angry, fire breathing monster. While intoxicated, people are often referred to as having â€Å"dragon’s breath†, which is why Sanders chooses a dragon over any other monster or creature. When Sanders’ father argues with his mother, â€Å"he snarls back, she yells, he growls† (59); this gives the father traits of an animal showing that his disease is dehumanizing and turning him into a monster when he drinks. In addition, Sanders’ gives his father animalistic qualities in contrast to his mother. His mother would regularly address the fathers’ alcohol problem which would lead to an argument in which the father would â€Å"grunt† and â€Å"snarl† while the mother â€Å"yells†. This implies the father is an animal while the mother still has human qualities. The disease of alcoholism not only destroys the father, but also places several insecurities inside Sanders himself. Sanders feels that maybe if he â€Å"[earned] A’s in school, [won] baseball games, [or fixed] the broken washer† (59), it would take away the â€Å"ache that gnaws† at this father. Seeing his father drink as a child, Sanders feels tha t it is his fault that his father drinks as much as he does, because he is not the great son every father dreams of having. Sanders also recognizes that he is more likely to become an alcoholic and shies away from â€Å"nightclubs, from bars, from parties where the solvent is alcohol† (68). He is reluctant to drink alcohol because he is insecure about his ability to resist acquiring the â€Å"illness† (â€Å"†¦a glass of wine, a can of beer, nothing stronger, nothing more. I listen for the turning of a key in my brain.†); since statistics show that since his father is an alcoholic, the disease is contagious. Using asyndeton, Sanders shows how certain memories are stronger than others. When using the asyndeton, (â€Å"our father prowls the house, thumping into furniture, rummaging in the kitchen, slamming doors†¦Ã¢â‚¬ )(59), it gives the effect that these memories are often repeated over a long period of time and he remembers vividly, this technique gives a tone that Sanders is annoyed and somewhat depressed with the effects of his father’s drinking. If these memories were frequently happening, Sanders probably became annoyed of seeing his father under the influence and going through the same routine everyday, and becoming depressed knowing that there is something wrong with his father and that he is hurting from his illness. These strategies give us a deeper understanding of the life of an alcoholic and how it not only destroys the one with the disease, but the people around them. If you were Sanders, how well should your shining armor stand against the dragon of alcoholism?

Friday, November 15, 2019

Body Modification :: Body Piercings Essays

Body Modification: A Rising Sensation A heavily tattooed woman pinched my nose and picked up a gargantuan needle with her other hand. â€Å"Whoa...hold on,† I muttered. â€Å"What’s the matter?† â€Å"You have got to be kidding me. You can’t pierce me with that!† â€Å"Uh...why not?† â€Å"It’s waaaay too big! You can’t just take a chopstick and jab a hole into my face with it...† â€Å"Listen...do you want this piercing or not? I have a whole line of people waiting outside to be in this chair.† I stared in horror at the fearsome needle taunting me to challenge its glinting tip. I closed my eyes, prayed with every cell in my body for the pain to be minimal, and grimaced as she expertly twirled the needle between her fingers and then slid it through my flesh in one fluid motion. When I took a peek, I gaped cross-eyed at the foreign object jutting out of my nose and smiled. I don’t remember what state of mind I was in when I walked into the parlor, but I left victorious! Throughout history, people have decorated and modified the appearance of their bodies in many different ways. Nostril piercings are thought to have been adopted into the noble castes in the Middle East almost 4000 years ago. Nowadays, nostril piercings have been adopted by Christina Aguilera. In South America, Aztec and Mayan priests pierced their tongues as part of a ritual to communicate with their gods. In several African tribes, the beauty of women was determined by the size of plates that were fitted into their upper lips. In ancient civilizations of Egypt, a â€Å"perfect belly button† could elevate someone’s social standing. At that time, only Pharaohs and royal families could pierce their navels. Anyone else was promptly executed. A â€Å"perfect belly button†, however, could be a peasant’s ticket to a better life. The ancient Romans pierced their nipples (ouch) to show their strength and endurance. It is also theorized that their nipple jewelry he ld their cloaks in place! To this day, piercings have continued to capture human curiosity and fascination. The world record for the highest number of body piercings is one of the most volatile since it is constantly adjusting as each prickled being attempts to outdo the previous one. In 2002, Nathan Robitaille, 23, had 420 needles stuck into his arms, thus breaking the previous world record of 301 piercings.

Tuesday, November 12, 2019

Movie and the Society Essay

The pleasure of watching movies is considered vital in our society today. It gives us a temporary escape from reality and allows us to indulge in a world of thrills and chills within the persona of each character in the film that we watch. We also find ourselves contemplating on the identities of characters and somehow see a part of our life in theirs. Typical reaction of movie goers are â€Å"good†, â€Å"boring†, â€Å"exciting† and â€Å"O. K. † People’s judgment is based on their feelings and how the film made them feel that way. Are they triggered with fear during the movie? Did they end up crying? Did they feel good at the end of the movie and leave the theater with a smile on their faces? This approach in analyzing a movie is not really bad, since feelings and sensual pleasures are part of humanistic approach and initial reaction. An audience tends to react based how they exactly feel right after they’ve seen a film: how they indulge in fantasy on magical movies, how they drop off their seats during suspense and horror films, and how they feel the triumph of heroes and heroic figures on suspense and action films. Movies give us a two- to three-hour experience that we often lack in our daily lives. They also give us ideas and make us try to imagine what kind of life are we going to experience if we are in the shoes of the characters that we have watched. Movie Construction Movies are not only judged according to our feelings and emotions but also with ideas and assumptions. The plots and story give us a better vision and meaning of our own lives. Most people are not good evaluating, examining, and analyzing movies. Most people don’t bother to think much because they are after the experience of feeling different emotions or they just love the actors and actresses of the film. As a student who is in line with film studies, I think various bases should be used in analyzing movies. With this learning, we don’t only enjoy the film that we are watching but be more keen observers on the different aspects of movies that filmmakers tend to hide from us; how the film is made and what values are promoted (Kolker, 1999, p. 33). We often forget that films are not only artificial construction where people on screen are only projections from television and made out of cameras and videos. We should bear in mind that these films are results of thousand hours of writing scripts, directing, acting, shooting, editing, cutting, and splicing. Most filmmakers tries their best and makes them forget that its just a story by making sure that there is no equipments like cameras or microphones seen as a part of the filming context. They also work very hard to keep us from noticing how the film is pieced together from the footage taken in many different places, from many different camera positions, and over a much longer period of time than we experience in watching it. â€Å"Because we’re used to thinking that seeing is believing, that pictures don’t lie, it is easy to feel as if what we are seeing is really happening. † (Mast, 2008) Basic Terms in Movie Analysis Shots These are streams of images which are not interrupted by editing it is a continuity of scenes and where graphics are formed by series of still frames. In order to be able to think about a film, we have to resist the â€Å"suspension of disbelief† in order to pay attention to how the film is put together. Start by noticing when one shot ends and another begins. In film studies parlance, a â€Å"shot† is any â€Å"unbroken, unedited length of film. †(Kolker, 1999, p. 33) In most films shots gives us interpretation regarding scenes and characters. We can see the emotions and predict future events base on shots provided in the film. Like the extreme long shots that gives us the overall scenario where the enemies and soldiers begins a battle. Most of the time shots are cut through editing so that it will appear as one to the viewer but in reality it is taken with series of shots to make up one particular scene. Once we have enough knowledge in analyzing the shots and editing in the movie we can also understand how the film starts to manipulate us and our feelings through the rest of watching the entire movie. Shorter shots gives us faster pacing of the film and transitions in the events of the characters. â€Å"When we get used to fast-paced films like this, films with longer shots and fewer cuts can seem slow and difficult to watch. But, of course, such fast-paced films also make it harder to think! Films that constantly use close-up shots of the characters create a higher level of intensity and intimacy than do films which focus more on landscape, geography, and other aspects of context. † (Mast, 2008) If a film always provides us shots of the characters it gives us the notion that these individuals are the most important element in the story and through the rest of the film, places and situations also gives valuable shot as it shapes the lives of the main character. Scenes and Sequences This usually takes place in a single time and place with the characters of the film having a conversation at a given time. There are times that two scenes are provided in the film alternately showing the viewers different scenarios which often combined or talks about the same topic. â€Å"Sometimes a single scene may contain two lines of action, occurring in different spaces or even different times, that are related by means of crosscutting. Scene and sequence can usually be used interchangeably, though the latter term can also refer to a longer segment of film that does not obey the spatial and temporal unities of a single scene. For example, a montage sequence that shows in a few shots a process that occurs over a period of time. † (Film Analysis Guide 2008) Story/Plot This term refers to the overall order of the film. It is consist of settings, time frame, events and the relations between them. Story on the other hand is more extensive sine it is more straightforward especially if the genre is drama where the story is manipulated by the plot to produce dramatic effects. Often times we tend to interpret easily a film based on the story without giving consideration to other factors in the film. We easily conclude that this film is made merely to frighten or to make us laugh or cry. Without noticing factors like the mise-en-scene. Mise-en-scene This is the overall projection of the film on an audience perspective. All things are put in the scene which includes the setting, properties, wardrobe, lights, acting,etc. Things like this often manipulates the minds of the viewers as they tend to easily judge the character based on its appearance. This is also one strategy that a film critic may use in determining the role of each character. For example if the character wears red and the rest of the cast wears pink we can easily say that he is the lead character and the whole story will revolve around him. Props also gives us interpretation regarding future events once they are used as symbolism in the film. With the use of shots and camera angles we can easily predict a future event like a shot of knife then the lead character then the villain. The mise-en-scene is arranged in a way that the viewer can picture out totally what is happening in the film itself. Genres The type of films are recognized and analyzed based also on its genre. This gives the film certain distinctions in terms of â€Å" narrative or stylistic conventions, or merely by their discursive organization in influential criticism. Genres are made necessary by high volume industrial production. † (Film Analysis Guide 2008) Focus This is another element of film wherein â€Å"the degree of light rays coming from any particular part of an object pass through the lens and re-converge at the same point on a frame of the film negative, creating sharp outlines and distinct textures that match the original object. This optical property of the cinema creates variations in depth of field through shallow focus, deep focus, and techniques such as racking focus. † (Film Analysis Guide 2008) The sharpness of an image in a film gives the viewer an eye shot of the main subject. Through focus we can also interpret and analyze film since we are given enough exposure of the scenes and we feel the intense feeling of the characters using this technique. Rocking focus makes us feel the thrill during chase scenes between the killers and the main character. Editing After shooting the entire film, clips are gathered and series of shots are combined in a single filmstrip. Here the sequence of scenes are added with transitions and uses cuts to remove unnecessary scenes. Hard to achieve effects which cannot be provided by means of humanistic approach is enhanced and produced by editing to give film a more enticing effect. Magics and special effects are added to make films more appealing. Hence this also helps us to interpret and analyze movies sometimes if a film is easily cut without giving further ado to the audience it may result negatively on the end of the audience because it was edited but with bad quality. Sound and Light Effects In cinemas, sounds in films does not necessarily need to match the scenes or it needs to be continuous. â€Å"Sound can also be used to reintroduce events from earlier in the story. † (Film Analysis Guide 2008). It gives viewers interpretation of what that scene is for base on the type of songs that is played during a particular scene. Lights also gives us predicaments as to what is really happening on that particular scene. Like on love scenes lights are always darker and mostly turned off in many movies. While Enhanced light which almost blinds the viewers are provided if there are scenes of triumphs and enjoyment. Ideology and Interpretation of Films After the given terms and interpretation of film above, â€Å"We have come to understand films as artificial constructions that are pieced together by filmmakers, we can more easily begin to ask questions about the ideological agenda of a film what values it promotes. Because films are cultural products shaped by the historical context of their making they can tell us much about the values and commitments of their makers and their audiences. An ideological analysis of a film that appeals to a viewer can also tell about a great deal on ones own conscious or unconscious values. (Mast, 2008) I believe that the real criteria in evaluating an interpreting a movie is by analyzing not only its components in the technical terms of movie analysis but how it appeals to our consciousness and sensitivity as an individual. Our Values and Social responsibility as impacted by the type of film that we’ve watched. So that later on we will drop comments like â€Å"boring† and â€Å"OK† and use more helpful words like how the film reinforces you as an individual and how it challenges an assumption regarding a particular topic. â€Å"Instead of dismissing films because they are slow-paced or follow unfamiliar plots or include unusual characters, it may be more inspiring and personally transformative to ask what surprised you about these films and why. For these Studies in Cinema films, in short, it will be worthwhile to move beyond the question â€Å"How did I feel? † to the more difficult question: â€Å"What do I think? † (Mast, 2008) There are some films that makes viewer easily understand bodies of literature. Movies like Romeo and Juliet are arranged and scripted in a way that can be easily understood in literal and lay man’s term. Unlike the words used in the literary piece it is more innovated in terms of using appropriate words and drops off words that are hard to understand by viewers. Reference Film Analysis Guide (2008). Yale Film Studies Website. Retrieved January 15, 2008 from: http://classes. yale. edu/film-analysis/ Kolker, Robert (1999). Film, Form and Culture. McGraw Hill College, p. 33. Mast, Gerald J. Biesecker (2008). How to Watch Movies Intelligently. Retrieved January 15, 2008 from: http://www. bluffton. edu/~mastg/Watchingmovies. htm

Sunday, November 10, 2019

Callaway Case Assignment Essay

Callaway Golf Company (CGC) has maintained top market share and superior golf equipment since 1982. In 1998, sales began to fall and market saturation posed large strategy questions to the senior management of CGC. CGC is in need of a new strategic vision for the future. Smith Marketing Consulting Group is recommending that CGC develop an online marketing campaign and a new putter line to address the need for continued growth and innovation. CGC enjoyed large market share and high profits from 1982 to 1998. Ely Callaway, CGC’s founder, accomplished this with his vision: â€Å"If we make a truly more satisfying product for the average golfer, not the professionals, and make it pleasingly different from the competition, the company will be successful. † Callaway’s early strategy from 1988-1997 included new club designs such as S2H2, Big Bertha, and titanium shafts; high end prices; and a large budget for research and development (R&D). CGC was able to sell more units of equipment at the highest prices due to leading-edge technology. Callaway had a one price policy to all on and off course retailers. CGC also had a marketing plan that included endorsement of pro golfers; television and magazine advertisements; and training to retailers on point of sale knowledge. In recent years, the golf equipment industry has seen an increase in competition with many new startups and saturation of products in the marketplace. The industry has also experienced a decrease in demand for high-end premium equipment and an increase in close-out programs. Product life-cycles have become very short, with most companies introducing new products on a yearly basis and sales of products declining sharply after only two years on retailer shelves. Golf equipment consumers tend to purchase new products on word-of-mouth recommendations and the average consumer has a handicap of 18 and purchases new clubs every two to three years. Recommendations In order to compete in the golf equipment industry, CGC must develop new strategies to keep the company growing and moving forward. Smith Marketing Consulting Group is recommending that CGC establish an online alliance with consumers and retailers and develop innovative putting equipment as a new strategy going forward. Although CGC has voiced reservation about using the Internet to sell products, the future for most retailers and manufacturers must include the Internet to stay successful. Based on short product lifecycles and high R&D budgets, CGC should capitalize on the efficiencies of the Internet to continually produce innovative products and allow consumer’s access to these products in the shortest times possible. CGC maintains excellent recognition through word-of-mouth advertising and pro golfer endorsements. Although CGC is fearful of consumers not wanting to delay satisfaction to have products shipped, the powerful marketing tool of word-of-mouth advertisement will allow CGC to capitalize with online retailing without consumers needing to physically see the products. CGC should consider a website that would allow the consumer to purchase equipment online, but the order would be picked up at local retail store. This would maintain CGC’s relationships with on and off course retailers, yet please consumers with the ease of shopping from home. An online retail shop will allow CGC to increase market share, maintain superior products and commitment to innovation. Secondly, CGC should focus R&D on innovative putting products to compliment the CGC woods and irons. Putting equipment currently accounts for the lowest sales percentage at CGC, but studies show consumers are much more likely to purchase putters than any other club. Therefore, strengthening the CGC line of putters will increase sales and profits. Smith Marketing Consulting Company appreciates the opportunity to work with CGC and we strongly feel these recommended strategies will greatly benefit the company.

Friday, November 8, 2019

Street pharm essay(why you should buy this book) Essay Example

Street pharm essay(why you should buy this book) Essay Example Street pharm essay(why you should buy this book) Paper Street pharm essay(why you should buy this book) Paper and she threw on her coat and aint worked there a day of my life- but the manager owed me. He was one of my customers. Time to get down to brothers real bread-and-butter! I took out my cell and speed-dialed sonny. Ty! What the fucks going on? Whyd you turn off your cell? Mind your business. Whats going on? l need your help son. Tonight we got us some deliveries. Already got some. Well, I got more for you. Go on. I wrote the stuff on my palm pilot. Hold up, I said, whos this Schultz guy? A new customer I met last week. Told him we was getting a shipment with the hottest shit this side of the bogota. He gonna drop 5 gs.

Tuesday, November 5, 2019

December 26

December 26 December 26 December 26 By Maeve Maddox The day after Christmas, December 26 (according to the Western tradition), has its own holiday associations. St. Stephens Day, or the Feast of St. Stephen Saint Stephen is the protomartyr (first martyr) of the Christian church. Tradition says that Saul, later to be known as Saint Paul, held the coats of the men who stoned Stephen to death in the first century. In the Christmas carol Good King Wenceslas, the king (he was a 10th century Duke of Bohemia) looks out of his window on the Feast of Stephen and sees a poor man gathering winter fuel. King Wenceslas and a servant follow the man with gifts of food. Wren Day is observed on December 26 in Ireland, Wales, and on the Isle of Man. Also called Wrens day, Hunt the Wren Day or The Hunting of the Wrens, the observation is believed to have originated with the Druids in pre-Christian times. It has become conflated with the Christian Feast of Stephen. For details, see the Wikipedia article. Boxing Day is a public holiday in several countries, including the United Kingdom, Canada, New Zealand, Australia, and Greece. Like many Americans, when I first saw Boxing Day on a calendar, I assumed that it had something to do with prize fighting. The box in Boxing Day, however, is a container, like a tip box or jar. On the day after Christmas, servants and other service providers received year-end tips and needed a box to put them in. Nowadays Boxing Day is a big shopping day for after-Christmas sales. Details here. Kwanzaa is a week-long celebration of African culture that begins on December 26 and ends on New Years Day. Created in 1966 by American Ron Everett Karenga, Kwanzaa is now observed around the world. You can learn more about the festival at the official Kwanzaa site. Want to improve your English in five minutes a day? Get a subscription and start receiving our writing tips and exercises daily! Keep learning! Browse the General category, check our popular posts, or choose a related post below:"Because Of" and "Due To" 50 Synonyms for â€Å"Idea†Preposition Mistakes #1: Accused and Excited

Sunday, November 3, 2019

Ethical Formal Report and Analysis of the IT employment market Essay

Ethical Formal Report and Analysis of the IT employment market - Essay Example Most of the service sectors and manufacturing units one way or other depends IT for the modernization of their processes or strategies. IT is one of the essential components not only in the computer related businesses, but it has immense influence on other fields such as education, communication, health, transportation, manufacturing etc. It is necessary to keep certain ethical standards in every business activities and IT industry is also not an exception .One unethical behaviour usually leads to more such behaviours to hide the first one. The modern people are more conscious about the importance of ethical standards in everyday life and they are even ready to pay more for the products of the organizations which keeps ethical standards. Since our college has a wide reputation over a period, any silly activities may result in loss of faith by the public in our institution. Violations of ethics in organizations may bring short term benefits while good ethical practices are necessary for the long term benefits. We have to analyze the ethical standards in our organization on this perspective. I strongly believe that as the Director of Information Technology, you will consider this report seriously and will take necessary actions to sustain the confidence public have in our organization. â€Å"When we talk about business ethics, usually were speaking about standards of behaviour in the workplace as well as with customers and partners. Companies known for high ethical standards usually have an ethical code stating that they treat everyone with dignity, dont present misleading information, and scrupulously follow rules and regulations.† Moral behaviour needs to be embedded in a supportive social infrastructure that promotes consistent behaviour†. (Adam Galinsky, 1994) Unethical behaviours often lead to unnecessary problems as far as an organization is considered. In IT industry, the intellectual property

Friday, November 1, 2019

Evaluating Cost Variances Essay Example | Topics and Well Written Essays - 250 words

Evaluating Cost Variances - Essay Example an ideal plan difference for incomes will be examined to figure out if it was the aftereffect of higher than arranged offering costs, more noteworthy amounts, or an excellent blend of things sold. In addition, a good plan fluctuation for costs will be dissected to distinguish the reason for the lower costs. An unfavorable fluctuation is experienced when an association is contrasting its genuine results with a financial plan or standard. The difference can apply to either incomes or costs, and is characterized as adverse income fluctuation. At the point when the measure of actual income is short of what the standard or planned sum. In this manner, genuine incomes of $400,000 versus a funding of $450,000 equivalents an unfavorable income change of $50,000. Unfavorable cost fluctuation. At the point when the measure of genuine cost is more prominent than the standard or planned sum. In this manner, actual costs of $250,000 versus a funding of $200,000 equivalents an unfavorable cost change of $50,000. Overall, the plan of an unfavorable difference is to highlight a potential problem, which is then remedied. Honestly, the idea does not work that well. The issue is that there is just an adverse fluctuation in connection to a standard or planned amount and that benchmark sum may be unthinkable or in any event exceptionally hard to achieve. On the off chance that an unfavorable difference surpasses the base, then it is accounted for to supervisors, who then make a move to rectify whatever the underlying issue may be. At the point when the real cost is brought about is more than the standard expense, there is fluctuation is known adverse or antagonistic change. Unfavorable fluctuation alludes to deviation to the loss of

Wednesday, October 30, 2019

Defining Reason and Morality in Kant Essay Example | Topics and Well Written Essays - 2000 words

Defining Reason and Morality in Kant - Essay Example Investigating the validity of this point then moves into reliance on both the morality which Kant sees as true as well as how other circumstances would change the decisions made by an individual. Kant’s Theory of Rational Morality The main principle which Kant has created is based on the ideology that each individual should be treated with equal respect. The ethical consideration is based on a sense of reason that each individual should have. Kant states that reason is what requires one to act in a humanitarian way, specifically which requires looking at circumstances instead of the end means in a given situation. The ideology is to use morality with the understanding that humanity is the most important aspect of practicing morals, whereas, the individual beliefs and life of an individual is not as important as the whole. More important, Kant’s belief sates that when one is able to create equal respect toward individuals, then there is the ability of building a formula which stops the disrespect and other forms of unethical values which are often created (Hill, 1980: p. 84). The idea of respect is one that is then further defined with the concept of morality, value and what the end result will be if these ideologies are withheld in any given situation. The theory behind this is based on altering the foundational principles for justice and humanitarian acts toward others in society. The concept which Kant creates is one which he leaves as a basis of being logical in terms of creating responses within the way in which an individual treats another. The requirement which Kant states is one based on three approaches which are linked to the logic of this discussion. The first is based on the preservation of rational will, which states that each individual should have the capacity to decide and rationalize how to treat another individual. The second principle is respect for human dignity and integrity. Even if there is a situation in which one is unable to justify the end result, the ability to keep integrity and dignity as a main association becomes more important. The third which Kant states is based on the end which eventually takes place. When applying reason to a given situation, it is known that each individual has the capacity to overcome the situation. If justice and forms of overcoming a specific situation remain intact, then the means eventually justify the ends with the right end decisions being made (Green, 2001: p. 247). From several perspectives, the ideologies of Kant are able to show logical solutions to given circumstances and environmental needs. For instance, in the ethics of business, there is the ability to apply this specific concept to change the circumstances of a situation. When a manager or leader is able to use reason and actions based on humanitarian ideologies then it helps to offer better advancement within the company. This attribute is often referred to as a form of transformational leadership. When the right and reasonable decision is made with the manager, than others will begin to transform and follow the same approach and perspective. This creates a sense of attraction to doing the right action in any given circumstance while building a sense of moral principles that are followed by others within a given environment

Monday, October 28, 2019

School of Education and Child Development Essay Example for Free

School of Education and Child Development Essay The School of Education and Child Development in Drury University aims to provide a teacher education program that would engender educated professionals who would uphold the importance of education and exert great efforts in order to become a productive contributor to the learning community. Future educators are trained in the university to make sound choices and judgments for the advancement of learning and education, to be instrumental in the teaching and learning process to help in the education of other people, and acknowledge the importance and significant roles that children play in the global community. (Drury University, 2004) The university takes on the future of the coming generations as their responsibility and acknowledges the functions of teachers in the realization of this responsibility. Therefore, the teacher education program of the university was designed not only teach future educators the nominal aspect of teaching, but also to encourage commitment and dedication to their line of industry. Part of this commitment is to take on various roles in order to become influential to the students and their education, knowledgeable about the lessons they teach, and the strategies and approaches that should applied in teaching process. Moreover, the teacher education program aspires to inculcate the ideal representation of the educational institution as one that nourishes learning, creativity, and uprightness and reaffirm the teacher’s view of himself as a valuable part of the school. (Drury University, 2004) Another significant objective upheld by the teacher education program is the much-needed participation of teachers to the development and enhancement of educational institutions, more specifically public schools. Teachers are persuaded to be actively involved in the reformation of the schools in order to affect desirable educational programs and learning outcomes. Moreover, the university also encourages not only the education of future educators in the university but also their ability to be able to apply everything that they have learned in the public school setting. (Drury University, 2004) The vision and philosophy of the university’s teacher education program is primarily geared towards the contributory aspect of teaching to society as a valuable member of the learning community. As a future educator, one must be able to give back to society what was learned and experienced during one’s stay in the university under the teacher education program. This may be accomplished by being instrumental in changing and modifying the face of education by improvement and development. Through this, the university is able to produce professional educators that cultivate quality and meaningful education that shapes the future of the coming generations. The teacher education program has set out several guidelines or standards that determine the competencies that students must achieve throughout training under the program. For instance, teachers must be able to focus on the students, and as part of the educational institution, they must be able to identify and provide for the needs of the students. Moreover, teachers must be able to acknowledge that students are different from one another, while at the same time exerting equal time and effort in facilitating learning within the learning environment. In addition, the learning process should be implemented during instruction in such a way that it meets the developmental needs of the students as a whole (physical, social, mental, etc. ). (Drury University, 2004) The teacher takes on multifarious roles such as the managing the classroom, monitoring the learning progress of students, etc. but most of all, the teacher is should be the one who facilitates learning through appropriate lessons and challenging activities, motivating and stimulating learning, and sound judgment and assessment of student progress. All these, of course, are grounded on the standards and objectives of education and the learning outcomes that the education program has established in the core curriculum. Aside from working with the students to affect learning, the teacher is also groomed to collaborate with other stakeholders that regard the teaching profession important as a means of educating the students. For instance, teachers must be able to establish meaningful relationships with other professional educators in order to gain insight and additional knowledge in being an effective educator within the learning community. Teachers, throughout the course of handling students from different family backgrounds and culture, must also build relationships with the parents of their students. This is part of the parent’s involvement in the education of their children, as a valuable instrument in the follow-up phase of learning within the family environment. (Drury University, 2004) The teacher education program is primarily based on established principles and standards such as the National Board for Professional Teaching Standards (NBPTS), National Council for Accreditation of Teacher Education (NCATE), the School Development Model of Comer, and postulates for the reform of teacher education by Goodlad. (Drury University, 2004) The university has achieved a highly competent teacher education program through its establishment according to the standards of NBPTS, which claims to uphold the values and knowledge that teachers should be learning (NBPTS, 2008). Moreover, the university’s teacher education program was also developed under the guidance of the NCATE standards, which aims to provide quality programs for educational institutions that embody what the students have to learn in order to achieve professional standards in preparation for the future (NCATE, 2008). The conceptual framework of the university’s teacher education program maybe understood by reviewing the eleven domains of teacher education. These eleven domains embody that learning outcomes and performance appraisals that the future teacher should accomplish before deployment to the actual school setting. The acquisition of relevant knowledge, such as the basics of teaching, the understanding of the needs and differences of students, the ability to develop challenging instructional strategies and materials, the development of a pertinent course curriculum that is fitting to the global scenario, the learning of schools for the employment of technological tools and recent instruments to facilitate learning, are just some of the eleven domains that are included in the conceptual framework of the university’s teacher education program. (Drury University, 2008) The knowledge of the university’s mission and philosophy, teaching program, and the conceptual framework for the teacher education program, is all-important in understanding the roles and responsibilities that future educators should accomplish throughout their college education as a preservice teacher. Moreover, future educators are informed of the things that they should acquire in order to be a valuable member of the learning community. References Drury University. (2004).Conceptual Framework for Initial Certification of Teachers. Retrieved April 1, 2008, from Drury University. Website: http://www. drury. edu/academics/undergrad/education/pdf/bluebook. pdf NBPTS. (2008). National Board for Professional Teaching Standards. Retrieved April 1, 2008, from the National Board for Professional Teaching Standards. Website: http://www. nbpts. org/ NCATE. (2008). Standards. Retrieved April 1, 2008, from the National Council for Accreditation of Teacher Education. Website: http://www. ncate. org/public/standards. asp

Friday, October 25, 2019

African And Native American Slavery Essays -- Slavery Essays

African and Native American Slavery The 1500's, a time of discovery, was when the Europeans came to dominate most of the New World. The Europeans traveled to Africa and captured Africans to help develop their land and satisfy their need for power. I feel that the treatment of the Indians and Africans by the Europeans was completely unjustifiable. While the Indians and Africans were less technologically advanced and the Europeans were uneducated, in this particular field, nothing can compensate for the actions of the Europeans.   Ã‚  Ã‚  Ã‚  Ã‚  As Europeans began to settle new lands they began their exploration of the foreign worlds. What they found was the opposite of what they expected. They found what they thought was a new breed of humans. In reality they were just Native Americans. These Indians were less technologically advanced than the Europeans. They also worshipped different and multiple gods and ate different foods. Europeans saw this as barbaric, so they treated them as barbarians. In the beginning Native Americans hadn't the faintest idea of what the Europeans had in mind when they said trade. They figured that when the White Man came and showed all that hospitality they meant it. Of course, they didn't, the Europeans captured the Indians to be used as slaves. They were also slaughtered and raped because of resistance to leave their land. If any Indians refused to leave their land they would be killed. The women were raped for...

Thursday, October 24, 2019

Problems of Cross Border Listing and the Way Forward

Background Paper: Obstacles to cross-border listings and acquisitions in the financial sector A. Purpose of the paper In September 2004, the informal Ecofin Council in Scheveningen discussed the issue of lagging crossborder consolidation1 in the banking area. This low level of cross-border consolidation is not confined to banking, but is relevant for the whole financial sector, with some nuances. In the upcoming Financial Integration Monitor report, the Commission will dedicate a chapter on the quantitative aspects of crossborder restructuring, confirming the trends discussed in Scheveningen. Indeed, between 1999 and 2004, the report will show that cross-border mergers and acquisitions (M&As) accounted for around 20% of the total value of M&As in the financial sector, whereas cross-border deals represented 45% of M&As in other sectors over the same period. 2 Finance Ministers asked the Commission to examine possible explanations for this low level of pan- European restructuring specific to the financial sector, by reviewing the obstacles to cross-border M&As, in order to identify possible internal market failures, gaps or shortcomings. It should be stressed that the role of the Commission is to ensure that existing EU law is enforced properly, as well as to propose growth-supportive actions, within the context of the overall EU competitiveness policy. It must be equally clear that the Commission does not intent to favour specific business models or to influence individual market decisions, as long as they are compatible with the Treaty rules and the EU secondary law. On that basis, it is the role of the Commission to analyse market functioning, in order to detect any unjustified obstacles that would hamper companies in making their own decisions regarding their business organisation in the Internal Market. The misuse of the supervisory powers to block cross-border mergers has been identified by Ministers of Finance as a possible obstacle to cross-border mergers and acquisitions. The Commission has already taken steps to improve and clarify the current provisions in the relevant directive, to avoid such situations. At the same time, there may be other factors explaining the lack of cross-border mergers in the financial services sector, when assessed against the domestic consolidation3 process. This paper tries to draw a first list of potential obstacles to cross-border mergers, i. e. obstacles that would make a cross-border merger less attractive, more expensive or more complex than a domestic merger. It covers the whole financial sector, trying to distinguish between market segments when relevant. Obstacles to consolidation in general (i. e. bstacles that impede domestic consolidation as well) are not covered. Obstacles to forms of integration other than cross-border M&As (such as direct cross-border provision of services) are also out of the scope of this paper, even though some obstacles might be relevant for different channels of integration. This list is aimed at providing all possible explaining factors, in order to serve at a later stage as a base for discussion on which of those obstacl es should, and could, be removed in order to achieve the objective of improving the functioning of the Internal Market for financial services. It is not a policy paper, but a first analysis of the explanations behind the facts discussed at the Scheveningen informal Ecofin Council. 1 Cross-border consolidation means in this paper consolidation involving entities located in different EU Member States. 2 The full study will be published in the â€Å"Financial Integration Monitor – 2005†, due in May 2005. 3 Domestic consolidation is to be understood as consolidation occurring within a single EU Member State. DG Internal Market and Services – April 2005 IPM survey on obstacles to cross-border mergers and acquisitions 2 In its present form, the paper does not distinguish between those obstacles that are key to explain lagging cross-border consolidation, and those of a more anecdotic nature. In addition, some obstacles mentioned here might be not relevant any more, but they may have influenced the situation of the past few years and could therefore provide part of the explanation for low cross-border consolidation up to now. However, we tried to mention the ongoing developments related to each obstacle identified. Introduction To Cross Border Listing The last two decades has witnessed acceleration in financial globalization represented by an increase in cross-country foreign assets. This has been the consequence of the international liberalization of capital flows as well as of the technological progress. These two phenomenons have lowered the barriers among individual national capital markets; however, geography has not become irrelevant. Obstacles to international capital flows (mainly the legal restrictions and costs associated with trading and acquiring information on firms listed abroad), i. e. the segmentation of markets, still exist. These barriers are creating incentives for corporate managers to adopt financial policies such as international cross-listing. For example, the US exchanges over the last few decades have attracted a sizeable share of the cross listed firms. Reasons for Cross border Quotation Cross border listings can help the company raise more capital by targeting new shareholders. However not all cross border listing are accompanied by share placements as this may affect liquidity and share price. Publicly-listed foreign corporations would therefore undertake to list on overseas exchanges for a variety of reasons: 1. To boost its status as a truly global player. 2. To raise Capital through debt or equity. 3. To increase trading volume. 4. To improve shareholder relations. 5. To enhance its visibility among overseas investors and consumers. 6. To tap into retail and institutional funds and benefit from changing global attitudes toward equity investing Challenges and recommendations of cross border listing There are challenges that happen to exist when considering cross-border listing for a company or country in general. First of all, potential investors located in the secondary market might be reticent, unwilling to trust and invest in a foreign firm on the market. In such a way, the company might lose prestige rather than gain more of it whilst entering a foreign xchange market. Secondly, barriers exist between countries; the real challenge might be the attitude regarding foreign firms entering a local market; this encompasses shareholder attitudes from an internal point of view of a company, as the latter might not be willing to go abroad in certain cases. Furthermore, political attitude of the secondary market’s country plays a great role in the presence of barriers. Restrictive political attitudes might give ri se to more barriers than usual to those wishing to enter the exchange market. This might also be the case the other way round, more precisely, regarding political stability; meaning that political instability in a country results in the market to be more risky and potentially unprofitable for the external firm. Another challenge is the element of uncertainty concerning policy factors such as taxation, accounting and financial standards and mechanisms but also the country’s economic and financial policies that might change, for example in the case of a change in political regiment. Such a change, if radical in some cases can become very challenging in terms of adaptation for the firm. . Methodology The paper tries to distinguish between three generic categories of obstacles: (i) Execution risks: those are obstacles that may pose a threat to a successful outcome of a bid, or may well result in the blocking of a deal. This category also covers obstacles because of which the expected result of a bid may not be what could be expected, even though the bid itself was successful. Obstacles in this category may not materialize and therefore may not have a direct cost, but their simple perception may deter potential bidders, or target entities and their shareholders, from initiating a merger process. (ii) One-off costs: those are specific costs that are caused by the execution of the cross-border deal, and would not exist in a domestic merger or acquisition deal. (iii)On-going costs: those are additional costs in the management of the merged entities, once the merger is achieved, which would not exist in the management of merged entities within the same domestic arket. Those costs can be direct (additional costs to manage the entities merged cross-border compared with the entities merged domestically) or indirect (lower synergies within the entities merged cross-border that within the entities merged domestically). The identified obstacles are also grouped according to their nature: legal barriers, tax barriers, implications of supervisory rules and requirement s, economic barriers and attitudinal barriers. A summary table is enclosed at the end. * * * C. Identified obstacles to cross-border mergers I. Legal Barriers a) Execution risks 1. Cross-border takeover bids are complex transactions that may involve the handling of a significant number of legal entities, listed or not, and which are often governed by local rules (company law, market regulations, self regulations). Not only a foreign bidder might be disadvantaged or impeded by a potential lack of information, but also some legal incompatibilities might appear in the merger process resulting in a deadlock, even though the bid would be â€Å"friendly†. This legal uncertainty may constitute a significant execution risk and act as a barrier to cross-border consolidation. The new Takeover Bids Directive (2004/25/EC), adopted on 21 April 2004, lays down common rules in order to ensure greater legal certainty for cross-border takeovers. The Directive has to be transposed by May 2006. DG Internal Market and Services – April 2005 IPM survey on obstacles to cross-border mergers and acquisitions 3 2. The financial sectors of some Member States include institutions with complex legal setup resulting in opaque decision making processes. An institution based in another Member State might only have a partial understanding of all the parameters at stake, some of them not formalized. Such a situation might constitute a significant failure risk, as a potential bidder might not have a clear understanding of who might approve or reject a merger or acquisition proposal. 3. In some cases, legal structures are not only complex but also prevent, de jure or de facto, some institutions to be taken over or even merge (in the context of a friendly bid) with institutions of a different type. Such restrictions are not specific to cross-border mergers, but could provide part of the explanation of the low level of cross-border M&As, since consolidation is possible within a group of similar institutions (at a domestic level) whereas it is not possible with other types of institutions (which makes any cross-border merger almost impossible). 4. In some Member States, the privatization of financial institutions has sometimes been accompanied by specific legal measures aimed at capping the total participation of non-resident shareholders in those companies or imposing prior agreement from the Administration (i. . â€Å"golden shares†). Some of such measures were clearly discriminatory against foreign institutions, when it came to consolidation. The European Court of Justice has indicated that such measures were not justified by general-interest reasons linked to strategic requirements and the need to ensure continuity in public services when applied to commercial entitie s operating in the traditional financial sector. See for instance cases C-367/98 (judgement of 4 June 2002) or C-463/00 (judgement of 13 May 2003). 5. In some Member States, company law allows the company boards to set up defence mechanisms, such as double voting rights and poison pills, to prevent any hostile bids. Such asymmetries in company law might distort the level playing field within the EU, and protect national markets, sometimes to the benefits of participants in these markets. The initial Commission’s proposal for the new Takeover Bids Directive (2004/25/EC), adopted on 21 April 2004, included the approval of shareholders before activating defence mechanisms to counter a takeover bid. This provision has been repelled by the European Parliament and the Council. In the adopted text, Member States may decide to forbid such arrangements (i. e. opt in). 6. Even if an acquisition is successful, there may exist impediments to effective control, i. e. there may be a risk that the acquiring company does not acquire proportionate influence in the decision making process within the acquired company – while being exposed to disproportionate financial risks. This can be explained notably by the existence of special voting rights, ineffective proxy voting or use of the Administrative office by a foreign acquirer. Also barriers (or restrictions) to sell shares could hamper the process. As mentioned in  §5, the Commission’s initial proposal for a new Takeover Bids Directive tackled some of these issues, but some provisions were taken out of the final version during the co-decision procedure. Also, as part of the Corporate Governance Action Plan, the Commission opened a consultation on the exercise of Shareholders’ rights which was closed in December 2004. 7. Differences in national reporting schemes, notably as regards accounting systems, may result in difficulties to assess the financial situation of a potential target. From January 2005, listed EU companies will be required to publish their consolidated accounts using International Accounting Standards, as endorsed by the Commission. Member States have the option of extending the requirements of the IAS Regulation (EC 1606/2002) to unlisted companies and all banks and insurance companies and to the production of non-consolidated accounts. DG Internal Market and Services – April 2005 IPM survey on obstacles to cross-border mergers and acquisitions 4 b) One-off costs 8. The national laws of some countries might include restrictions on the type of offers that can be executed (i. e. ash only vs. exchange of shares). Even though such measures are not in themselves discriminatory to cross-border mergers, they might constitute a barrier to cross-border consolidation, given that the different features of such mergers (notably in terms of size) could call for a specific type of offer. c) Ongoing costs 9. Differences in employment legislation across t he EU may also create barriers for efficient and flexible (re)organisation. In particular, the procedures to move staff within a pan-European group remain very complex (furthermore in some cases, prudential rules impose constraints on the location of staff – cf. n insurance art. 3 of Directive 95/26/EC). Those differences may also result in higher legal costs to deal with the different legal systems, as well as complex processes and different timelines when trying to introduce changes on a cross-border basis. 10. The different accounting systems across the EU have also required companies to set up adapted IT, specific personnel and reporting systems. This limits the scope of possible cost synergies when two institutions merge across the border, where as such synergies do exist when two institutions merge within the same Member States. ? See  §7. 11. The consumer protection rules are very different from one Member State to another. This heterogeneity translates into the nece ssity of country-customised financial products compliant with those rules, and therefore also specific IT systems that handle those products and consumer relationship. For instance, this has been evidenced in the mortgage credit sector in the report recently published by the mortgage credit forum group set up by the Commission. Furthermore, those different rules are often based on the â€Å"general good† provisions and consequently potential abuses aimed at protecting the national markets are difficult to challenge in court. A significant example is the case C-442/02 (CaixaBank vs. France), where the European Court ruled in October 2004 that France could not ban interest bearing current accounts in that it constitutes an obstacle to the freedom of establishment. 12. Differences in national implementations of the Directive on data protection may also interfere with an optimal organisation of businesses within merged companies. Indeed, it can have a strong impact on IT systems and limit back-office rationalisation. 13. More generally, differences of approaches in private law, sometimes explained by historical or cultural factors, may impose a country-by-country approach for some products or services (especially in the insurance sector), with the same results as differences in consumer protection rules. Those differences include notably liability and bankruptcy rules, with the implied difficulties of enforcing cross-border collateral arrangements, as well as differences in legal rules for securities. ? The Commission is working with researchers and stakeholders to develop a Common Frame of Reference for contract law as a form of handbook identifying best solutions in European contract law and giving guidance on the different approaches used, with a view to providing common definitions, principles and model rules for use in lawmaking (see COM 2004 (651) final: â€Å"European Contract Law and the revision of the acquis: the way forward†). DG Internal Market and Services – April 2005 IPM survey on obstacles to cross-border mergers and acquisitions 5 II. Tax barriers a) Execution risks 14. As mentioned earlier, mergers and acquisitions are complex processes. Despite some harmonised rules, taxation issues are mainly dealt with in national rules, and are not always fully clear or exhaustive to ascertain the tax impact of a cross-border merger or acquisition. This uncertainty on tax arrangements sometimes requires seeking for special agreements or arrangements from the tax authorities on an ad hoc basis, whereas in the case of a domestic deal the process is much more deterministic. The Merger Directive (90/434/EEC) provides for the deferred taxation of capital gains arising from cross-border corporate restructuring carried out in the form of mergers, divisions, transfers of assets or exchanges of shares. Taxation of the capital gain is deferred until a later disposal of the assets. In October 2003, the Commission put forward a proposal to improve the Mergers Directive (90/434/EEC), which aims at clarifying the scope of the Directive as well as ensuring it applies to European Companies and European Co-operative Societies. Political agreement by the Council was reached on 7 December 2004. 15. The uncertainty on VAT regime applicable to financial products and services may put at risk the business model or envisaged synergies. The EU's VAT legislation in this area is badly in need of modernisation and because of its inadequacies, there is an increasing tendency to resort to litigation. The outcome can often be uncertain and as a result tax implications may place a question mark over otherwise sound business strategies. In recent years, the number of significant ECJ cases on VAT and financial services has increased steadily. Individual judgement may indeed clarify the law in particular circumstances but often at the cost of consequences which may not always be compatible with overall Community policy objectives. To take just one example, case C-8/03, Banque Bruxelles Lambert SA vs. Belgian State, the ECJ arrived at a judgement on the VAT treatment of open-ended investment companies (SICAVs) which has the potential to create tension in achieving the objective of equality of treatment and sustaining a level playing field for operators across the EU. In the absence of legislative measures, it is inevitable that the Court will play an increasing role with uncertain consequences. The Commission has attempted to address the provisions of the 6th VAT Directive (77/388/EEC) dealing with financial services but without much success. DG Taxud is currently looking at the distortive effect of these provisions and intends to proceed with a process of modernisation which will better ensure their compatibility with the objectives of the Internal Market and give business greater certainty about the tax implications of business decisions. ) One-off costs 16. The principal relief from the Merger Directive (90/434/EEC) is the deferral of tax on the capital gains on the assets transferred in a transaction covered by the Directive. However, in some cases where the Directive does not apply, special corporate structures have to be put in place to avoid such an exit tax on capital gains. This is for instance the case when permanent establishments are transferred from one Member State to another, by a holding company located in a third Member State. It can also occur when a subsidiary is converted into a branch. See comment of  §14. Also related to this issue is the judgement published in March 2004 (case C-9/02 – de Lasteyrie du Saillant) by the European court which ruled that taxation on unrealised capital gains of a natural person moving to another Member State constitutes an obstacle to the freedom of establishment. c) Ongoing costs 17. The issue of transfer pricing is a complex one for a group operating in several countries. As was evidenced in the Commission’s Communication â€Å"Towards an Internal Market without tax obstacles – A strategy for providing companies with a consolidated corporate tax base for their EU-wide DG Internal Market and Services – April 2005 IPM survey on obstacles to cross-border mergers and acquisitions 6 activities† (COM(2001) 582), a lack of common approach to allocate profits may rise to numerous problems on the fiscal treatment of intra-group transfer pricing, notably in the form of high compliance cost and potential double taxation. The Commission set up a â€Å"EU Joint Transfer Pricing Forum† with Member States and business representatives, meeting on a regular basis. Bringing together all parties concerned to discuss the issues at stake it helps to reach a better common understanding and allows to identify possible non-legislative improvements to the practical problems in order to reduce compliance cost and prevent disputes. 18. A group operating across several Member States may wish to centralize support functions to increase operating efficiency. But in many cases the result will include creating a VAT penalty on the inter group supply of services (e. . legal services or other back technical operations) to another Member State. Given that in the financial services sector VAT is at best only partially recoverable, this represents significant additional costs that penalised cost synergies to expect from a crossborder merger when compared to a national merger. This tax penalty on cross-border shared ser vice operations is in addition to the general bias towards vertical integration which is widely perceived as a barrier to efficiency in the existing VAT provisions. See comment of  §15. 19. The lack of a homogeneous system of loss compensation across the EU affects the profit taxation at the group level. A group with several subsidiaries in the same Member State may offset profits in some of them by losses in others, whereas it will be more difficult, if possible at all, with a group with subsidiaries in several Member States. Therefore groups may prefer intra-domestic consolidation to enjoy wider diversification effects as they may benefit from direct horizontal loss compensation instead of deferred and incomplete vertical compensation between subsequent fiscal years. ? In the pending case C-446/03 (Marks & Spencer), the European Court Justice has been asked whether it is contradictory to the EC treaty to prevent a company to reduce its taxable profits by setting off losses incurred in other Member States, while it is allowed to do so with losses incurred in subsidiaries established in the State of the parent company. 20. Specific domestic tax breaks may favour specifi c, non-harmonized products or services, with the result that every institution has to provide this service or product if it wants to remain competitive. In such a situation, a merger between two entities located in that domestic market may yield synergies of scale, whereas it will be more difficult to exploit comparable synergies for a foreign institution taking over a domestic one, while not being entitled to the tax break in their home state. 21. In some cases, there may be discriminatory tax treatments for foreign products or services, i. e. products or services provided from a Member State different from the one where it is sold. Therefore, a cross-border group will be disadvantaged when trying to centralise the â€Å"industrial functions† (e. g. asset management functions) over a domestic group since the latter may keep all its value chain within the country and still benefit from synergies. In the area of asset management, the Commission has opened a number of infringement cases to examine the tax treatments of dividends on foreign investment funds that could potentially be discriminatory (infringements 2000/5059 vs. DE, 2002/4714 vs. AT, 2003/2009 vs. FR, 1994/476 vs. EL, 2003/2010 vs. IT). 22. The impact of taxation on dividends might influence the shareholders’ acceptance of a cross-border merger. Even though a seat transfer or a quotation in another stock market might be justified for economic reasons, groups of shareholders could be opposed to such an operation if it implies higher non-refundable withholding tax, and thus lower returns on their investments. See COM(2003) 810 for a presentation of the different tax schemes applying to dividends across the EU. In the cases C-315/02 (Lenz) and C-319/02 (Manninen), the European Court of Justice ruled in 2004 that taxation on DG Internal Market and Services – April 2005 IPM survey on obstacles to cross-border mergers and acquisitions 7 dividends should make no distinction between dividends originating from domestic companies and those originating from companies established in another Member State. In particular, tax credit mechanisms or reduced rates should apply equally to all dividends distributed by any company established in the EU. III. Implications of supervisory rules and requirements a) Execution risks 3. A cross-border merger may highlight gaps or imperfections in the regulatory framework which may make regulators feel uncertain how to proceed, leading to delay, the imposition of specific measures or a veto of the proposed merger. In the banking sector, for example, the emergence of large cross-border groups might raise local supervisors’ concerns regarding financial st ability (e. g. the ongoing discussions on deposit guarantee schemes). In other sectors such as exchanges which had traditionally operated within one national market, regulators may be unclear how to operate in a cross-border context. ? The Economic and Financial Council is examining the effects of increased integration of the financial sector on financial stability and crisis management. Several areas, among which deposit guarantee schemes, are being scrutinized to ensure that the regulatory and supervisory framework is adapted to cross-border consolidation. 24. The misuse of supervisory powers, notably regarding those related to the approval of changes in the shareholding, have also been indicated as raising obstacles to cross-border consolidation. Although it was confirmed by the Commission that such powers should only be used on prudential grounds (Champalinaud case), the current legislation offers significant leeway for supervisors to veto cross-border consolidation. Following the mandate given by the Economic and Finance Council at their Informal Scheveningen meeting (10 and 11 September 2004), the Commission is considering the relevant provision of the Codified banking Directive and has put a discussion paper to the Banking Advisory Committee on 24 November 2004. A similar discussion took place at the Insurance Committee on 1 December 2004. 25. The complexity of the numerous supervisory approval processes in the case of a cross-border merger can also pose a risk to the outcome of the transaction as some delays must be respected and adds to the overall uncertainty. In particular, in the case of a merger between two parent companies with subsidiaries in different countries, ‘indirect change of control’ regulations may require that all the national supervisors of all the subsidiaries must approve the merger. b) One-off costs c) Ongoing costs 26. Despite a common regulatory framework, there might be significant divergences in supervisory practices at the level of institutions. Such divergences might be explained by optionality in the harmonised rules, including provisions taken at national level that exceed the harmonised provisions (‘superequivalent’ measures), or lack of coherence in enforcement of common rules. The consequence is a limit on homogeneous approaches, and therefore synergies, of risk control and risk management within a cross-border group. The Lamfalussy approach has been extended to the areas of banking and insurance, which i. . provides for EU supervisory committees in charge of achieving greater convergence in supervisory practices. The new Capital Requirements Directive provides an enhanced framework for supervisory cooperation, as will the upcoming Solvency II Directive. 27. The multiple reporting requirements, in some cases combined with a lack of transparency in terms of requirements and d efinitions, may also impose a significant and costly administrative burden on DG Internal Market and Services – April 2005 IPM survey on obstacles to cross-border mergers and acquisitions 8 cross-border groups. Indeed, a cross-border merger might cause heavier reporting requirements compared to those imposed on the two entities that are being merged. Instead of creating cost synergies as in a domestic merger, a cross-border might even create additional costs. The Commission set up a forum group which set out several recommendations in a report published in June 2003. To follow-up on these recommendations and within the overall so-called â€Å"Pillar II† work, the Committee of European Banking Supervisors is investigating the technical solutions to enable a streamlined reporting regime in the field of banking. IV. Economic barriers a) Execution risks b) One-off costs 28. The fragmentation of the European equity markets may impose additional transaction cost on a cross-border merger. For instance, the exchange of share mechanism can be complex, and more expensive, when the two entities involved are listed on different stock exchanges. The additional costs might also influence the bidder on the type of deals (i. e. cash vs. exchange of shares). c) Ongoing costs 29. Independently of the legal frameworks or tax incentives (see  §13 and 20), some differences in product mix, are explained by habits, preferences or even history. This is especially true for the most common products, such as payment instruments. As a result, the potential for product rationalization resulting from a cross-border merger is more limited than for a domestic merger. 30. In cross-border groups, there are also more non-overlapping fixed costs, which cannot be spread over several countries. Indeed, even without legal, tax or prudential barriers, there would remain differences between Member States that would require a differentiated approach to be adapted to the local environment. This limits potential synergies. The most obvious example is language, and the implications in terms of customer services for instance. 31. The low level of cross-border consolidation might also be explained by a lack of potential targets, due to the lack of middle-size institutions. National consolidation of middle-size institutions resulted in the emergence of rather large and complex institutions. The few examples of cross-border mergers seem to indicate that it implies more often a big institution taking over a middle-size one. Taking over a big institution may perceived as too complex (and risky), whereas the takeover of a small one might not be sufficient to offset the induced costs. 32. The absence of critical size in some market segments (e. g. investment banking) may incite institutions to enter into a niche strategy, where the advantages of cross-border mergers that create large players is less evident from an economic point of view. Indeed, not only it would be difficult to find synergies between two niche players, but also absolute size would not necessarily be an advantage if an institution wants to maintain its competitive advantage in its niche market. 3. Domestic mergers can contribute to increase market power, and therefore increased profitability even without any cost synergies (i. e. raising the income while maintaining the costs at a constant level). Since most of the retail markets are still organized on a national basis, cross-border mergers yield very few, if any, increased market power. 34. Differences in economic cycles across the different Member States may also play a role, in that the economic environment has a strong effect on bank profitability. Different strategies might be DG Internal Market and Services – April 2005 IPM survey on obstacles to cross-border mergers and acquisitions 9 needed for different macroeconomic conditions, and therefore it might limit the scope of a potential pan-European strategy implemented at the level of a cross-border group, whereas domestic groups face a single economic environment. However, this could also be a driver for consolidation, as those differences in cycles can help to smooth the profitability by reducing risk and earnings volatility through geographical diversification. V. Attitudinal barriers ) Execution risks 35. Openly or not, some Member States may promote a â€Å"national industrial policy†, aiming at the creation of â€Å"national champions†. Among possible justifications, some may argue that such a policy may ensure adequate financing of the national economy. Political considerations may also play a role with recently privatised companies or institutions that have received public money. This political interference may block a cross-border merger, even though such this transaction is compatible with the existing rules. Such interference might not require formal powers or rules to materialize. Indeed, as evidenced in the previous sections, there are many obstacles to overcome to carry through a cross-border merger that it is realistic to think that no cross-border merger can be achieved if there is a strong political opposition. In addition, such a policy may lead to tolerance of high levels of concentration at a domestic level, allowing (or even encouraging) domestic consolidation over cross-border consolidation and making it even more difficult to accept a foreign takeover of a national institution with a significant market share. 36. Employees’ reluctance within the target company of a cross-border deal might also pose a threat to the successful outcome of the transaction. Indeed, employees may not accept to be managed from another country. A public opposition to the project may influence analysts’ assessment. Also employees may play a role if they have a participation in the company. 37. Cross-border mergers may imply a change in the place of quotation, or even in the currency of quotation. Shareholders’ acceptance of quotation changes may be limited, even all risks or tax impacts are eliminated. Indeed, the place of quotation may have an important symbolic value. 8. Given that cross-border mergers are complex and need to overcome a number of execution risks (as evidenced in this document), there might be an impact on shareholders’ and analysts’ apprehension of failure risk when it comes to cross-border mergers. b) One-off costs c) Ongoing costs 39. Interference with political considerations may also have consequences in the structures put in place after a cross-border merger. Such political concessions (e. g. guarantees of level of employment, no headquarter moves, protection of the local brand) may help in getting the merger through the ifferent obstacles, but constrain the resulting cross-border entity in realising the full potential of the merger as options may be severely limited. 40. Consumers may mistrust foreign entities, meaning that all parameters being equal, a local incumbent may have an advantage over a competitor identified as foreign. This explains why foreign institutions often prefer to keep a local brand, even though it might impede synergies across certain functions (e. g. marketing) or slow down the integration process (transition from one brand to another over a long period of time). DG Internal Market and Services – April 2005 IPM survey on obstacles to cross-border mergers and acquisitions 10 Summary I. Legal Barriers II. Tax barriers III. Implications of supervisory rules and requirements IV. Economic barriers V. Attitudinal barriers a) Execution risks 1. Legal uncertainty 2. Opaque decision making processes 3. Legal structures 4. Limits or controls on foreign participations 5. Defence mechanisms 6. Impediments to effective control 7. Difficulties to assess the financial situation 14. Uncertainty on tax arrangements 15. Uncertainty on VAT regime 23. Concerns regarding financial stability 24. Misuse of supervisory powers 25. Supervisory approval processes 35. Political interference 36. Employees’ reluctance 37. Shareholders’ acceptance of quotation changes 38. Shareholders’ and analysts’ apprehension of failure risk b) One-off costs 8. Restriction on offers 16. Exit tax on capital gains 28. Fragmentation of the European capital markets c) Ongoing costs 9. Employment legislation 10. Accounting systems 11. Divergent consumer protection rules 12. Data protection 13. Differences in private law 17. Transfer pricing 18. Inter-group VAT 19. No homogeneous loss compensation 20. Specific domestic tax breaks 21. Discriminatory tax treatments 22. Taxation on dividends 26. Divergences in supervisory practices 27. Multiple reporting requirements 29. Different product mixes 30. Non-overlapping fixed costs 31. Lack of middle-size institutions 32. Absence of critical size 33. Market power 34. Differences in economic cycles 39. Political concessions 40. Consumer mistrust in foreign Entities Conclusion: Whether benefits outweigh costs depends on whether total trading volume increases subsequent to listing abroad (Mittoo 1992). Although financial markets are becoming more integrated globally, geography still has a role to play. More precisely, regulations, technological variances, market barriers and legislation vary in different regions. Barriers still exist and stock exchange markets are trying to continuously bring those down by creating strategic alliances. Cross-listing provides several advantages to firms; they are able to reduce the cost of their equity capital as they can reduce the risk to investors. The company’s firms become more liquid and there is also better flow of information on the exchange markets. In such a way, cross-border listing becomes advantageous both for investors as well as the company itself