Disney & Lucas Film

Table of Contents Executive Summary| i| Introduction | 1| Marvel Industry Analysis| 1| Disney Industry Analysis| 3| Marvel Company Analysis| 4| SWOT Analysis| 6| Valuation| 6| Disney Company Analysis | 7| Share Price Analysis| 10| Examination of the Premium| 12| Takeover Overview, Methods and Tactics| 14| Analyst, Media and Legal Reaction| 16| Recommendation and Conclusion| 17| References| 19| Appendices| 22| , increased pressure from eBook innovation and internet piracy. As such, this industry grew an estimated 2. 50% from 2008 to 2009 and maintained a Compounded Annual Growth Rate (CAGR) of 5. 4% from 2000-2009 (Jackson, 2011). Licensing Marvel’s second major unit of operation consist of its large licensing business. Marvel licenses the use of its various characters to gaming, movie, toy and television show producers alike. This market is primarily driven by trademark and character licensing. As of 2007, Intellectual Property (IP) licensing represented a $USD 30 Billion mark et in the United States (U. S. ) alone (IBISWorld Licensing, 2012). IP licensing exhibited constant growth. However, in 2008 it incurred a slight contraction of 3. 4% due to the global financial crisis.As well, from 2000-2008 it had a CAGR of 5. 09%. Further, character and trademark licensing represented more than 40. 0% of the total licensing market for 2012. The IP Licensing market is considered to be moderately aggregated with Disney acting as the industry leader (after its acquisition of Marvel) with just over 10. 50% of market share (IBISWorld Licensing, 2012). However, the industry did exhibit lacklustre performance in 2009, (down almost 10. 00%) from its 2007 high. Film Production Marvel’s final major operational segment consists of its film production operations.Generally, the industry has consistently outperformed the market (CAGR 5. 80% from 2000-2009) and as of 2009 represented a $USD 118 Billion dollar market in the U. S. (Thomson ONE, 2012). The industry is highl y consolidated with the top 10 studios (Disney being in second place), representing over 70. 00% of the market. (Nash, 2012). The changing nature of consumer entertainment consumption is gradually eroding various industry segments such as DVD sales and DVD rentals. However, this has been compensated for by the adoption of other viewing alternatives like: pay per view and direct broadcast television (Thomson ONE, 2012).Moreover, have managed to impose price increases on consumers. Thus, allowing them to earn $USD 2. 5 Billion more in 2009 than in 2001 despite lower ticket sale volume for the same comparable period. (Nash, 2012). The film industry has also proven to be resistant to the economic downturns with moderate growth during the recessionary slumps of: 2001, 2008 and 2009 (Thomson ONE, 2012). ————————————————- Disney Industry Analysis Disney operates in two major segm ents: licensing and entertainment. These segments are similar to the ones Marvel operates in.However, Disney also incorporates theme parks into its operations, thus differing from Marvel (Disney Financial Report, 2008). It should also be noted that Disney media services go well beyond simply producing children’s shows and films. They own several studios and until 2009 owned ABC (Thomson ONE, 2012). It can be stated that, the two corporations with regards to their fictional character businesses, target distinct customer bases with respect to gender, but target similar customer bases with respect to age. Disney primarily targets oung children and teenage girls, whereas Marvel targets young adult males and teenage boys. Theme Parks Disney is the leader in the theme-park market; with all of the top 5 theme parks in the world belonging to this company. In 2009, although most theme parks experienced significant decreases in customer presence, Disney managed to actually increase att endance through appealing to local market and offering loyalty programs (AECOM, 2009). Over 185 Million people attended one of the top 25 theme parks in the world in 2009 (119 Million in the U. S).Attendance showed remarkable resilience in America with the top 20 parks in the U. S only losing a fraction of their attendance from their 2007 high, despite the financial crisis. (AECOM, 2009). The $USD 10. 70 Billion change significantly over the 3 year period. Net income quadrupled from 2006 to 2008 reaching an all time high of $USD 205 Million in 2008. Further, diluted earnings per share (EPS) growth exhibited similar performance, indicating no extraordinary abnormalities in executive compensation or share issuance (Marvel Annual Report, 2008).The company managed to decrease its total liabilities by over $90 Million from 2007 to 2008. As well, Marvel significantly bolstered its cash reserves from $USD 30 Million to $USD 105 Million. There was also a large increase in accounts receivabl e (A/R) from $USD 28. 70 Million in 2007 to over $USD 144 Million in 2008. However, given the fast growth of A/R and consistent inventory levels, this large increase warrants little concern. As well goodwill, comprises over 30% of the corporation’s assets.It must be noted that this goodwill was not accumulated via a â€Å"momentum† acquiring strategy which was adopted by Tyco (Bruner, 2005). Thus, the goodwill was accumulated in a proper manner and not for the sole purpose of continually bolstering EPS and Price-to-Earnings ratios (Marvel Annual Report, 2008). Although the debt to equity (D/E) ratio is still moderately high (1. 36), the firm did manage to significantly decrease this ratio throughout the 2007-2008 period; this was achieved by decreasing its liabilities and doubling its retained earnings.Moreover, an exorbitant $USD 251 Million cash disbursement for film inventory in 2007 contributed to the company’s significant negative cash flow for the year. if the premium paid is too high as Disney does not expect any cost-reduction or revenue-enhancement synergies from the merger (Business Insider, 2009). Moreover, analysts see the acquisition as a valuable opportunity for Disney to secure future profitable movies and contemplate the possible outcomes of movies based on Marvel’s characters combined with the animation resources of espoused by Disney and Pixar.Finally, Disney’s previous acquisition of Pixar Animation Studio was incredibly successful, both in terms of revenue generation (each Pixar movie made post merger yielded large profits) and in terms of the integration of Pixar management into the Disney family (CNBC, 2009). By incorporating over 5,000 of Marvel’s characters into Disney’s library, the media expects this merger to follow the same path and prove to be another successful acquisition story for Disney. Two days after the merger announcement, an independent blog speculated that security law had been infringed upon as a result of the deal.The report suggested that Marvel’s chief executive; Mr. Perlmutter engaged in suspicious behaviour prior to the merger. The blog stated that in February 2009, a meeting took place between the chairman of Marvel’s film division and Disney’s CEO, where they â€Å"discuss[ed] ways in which the relationship between the two companies could be extended. † Two weeks following said meeting, Mr. Perlmutter was granted 514,354 options for Marvel shares with a strike price of $USD 25. 86 per share. Three weeks later, he was granted another 750,000 options at an exercise price of $USD 23. 5 per share. The representatives of the firms met again in the beginning of June and disclosed afterwards the possibility of a merger to the other managers (Wall Street Journal, September 2009). In essence, the proximity of the dates in which Mr. Perlmutter’s was granted options renders the transaction suspicious . Although it is no t unusual for Marvel’s employees to receive options as annual com APPENDIX A – VALUATION MODEL APPENDIX B – MARVEL 2008 ANNUAL REPORT (FINANCIALS) APPENDIX C – DISNEY 2008 ANNUAL REPORT (FINANCIALS) APPENDIX D – DISNEY 2010 ANNUAL REPORT (FINANCIALS)

Knowledge-based systems Essay

We tabulated the required sample size n and the corresponding critical acceptance value [c. sub. 0] for various [alpha]-risks, [beta]-risks, and the capability requirements AQL, LTPD. The results obtained in this paper are useful to the practitioners in making reliable decisions. For illustrative purpose, we demonstrated the proposed method by presenting a case study on liquid-crystal module (LCM) manufacturing process to evaluate the process performance. Here could be many decision problems in which decision-makers have different interests in reaching certain objectives. A useful decision support system which has interesting characteristics is presented here: it allows each decision-maker to learn individually how to move around the efficient frontier and, interact anonymously, in a progressive manner, with the other members of the group to impel the process toward his interests, or to back down before the other decision-makers’ interests, to end up in a balanced decision that satisfies all the members of the group. (Sethi, & King 2001) The system presented here has the role of an impartial and trustworthy facilitator that enables the group to reach their objectives in an appropriated time, manages it, questions it and makes proposals. The system can rapidly synthesize information and judgments and effectively reflect back the tentative outcomes to decision-makers. It generates understanding, learning and creativity. (Edwards 2004) This process can drive certain members of the group to strongly bias the decisions towards their own interests, by proposing solutions that exceed their goals so that in a negotiation process they can diminish their aspirations to reach their individual true goals. In the proposed methodology several options were included that diminish the vulnerability of the process to radical proposals. These options induce the decision-makers to express their real preferences and not those that would allow them to manipulate the decision. The proposed methodology allows autonomy and privacy in the decisions of each member of the group. It improves the participation of all decision-makers and avoids pressures by other members. It allows that decision-makers have different importance within the process, and it also includes a weighting system that can be defined by a consultative procedure. (Tan, & Benbasat 2003) References Adelman, L. (2001). Handbook for evaluating knowledge-based systems: Norwell, MA: Kluwer. Anderson, E. E. , & Chen, Y. (2006) Microcomputer software evaluation: An econometric model. Decision Support Systems. 19 (2), 75-92. Adelman, L. (2005). User and R&D specialist evaluation of decision support systems: IEEE Transactions on Systems, Man, and Cybernetics. (SMC-15)2, 334-342. Balasubramanian, P. (1999) Managing process knowledge for decision support: Decision Support Systems. 27 (1-2), 145-162.

The akan clan system Essay Example | Topics and Well Written Essays - 1250 words

The akan clan system - Essay Example Additionally, the Ashanti Empire owed its prominence to its location because it was located with the regions richest goldfields. Today the tradition kingdom remains and significant national traditional and political force. This is because it is inseparably tangled to the functions and structures of the matrilineal ancestry system that forms the foundation of the Akan social order. The Akan’s make the biggest ethnic group in the two countries where they make up a population of about 20 million people. This essay will analyses the Akan clan examining their lineage, cultures and ritual functions and oral traditions, as well as, the political economy of the clan. The Akan Clan has a multitier segmentary structure that comprises of matrilineal clans. There are main matrilineages and minor ancestry parts where the clans are made up of eight clans that are not localized including the members throughout the kingdom. The Akan abusua include Agona, Aduana, Asakyrir, Asinie, Asona, Ekuona, Bretuo and Oyoko. Most individuals belong to the Asona abusua who make the largest group while the smallest is the Asakyiri (Shumway, 2011. P. 17). The origin of the clans has been attributed to the mythical female ancestors, but there have been no attempts made to trace back the descent lines to the founders of the clan. Abusua means a group of people that were derived from one great-grand mum on their maternal side. Where a clan is a confederation of four or five diverse groups of abusua that traces their ancestry via the same mutual ancestress. The Akan’s believe that a human being is made up of a soul (okra), blood (mogya), spirit (sunsum) and family (abusua). The kinship from the mother determines, which family group a person belongs to because the according to the Akan’s a kid is what his or her mother is. This means that a person can be an Asante because of the fact that their mother is an Asante. In the Akan clan, matrimony between members of an in-group is

Viewing the Globe in 2006 and 2056 Part 4 Essay

Viewing the Globe in 2006 and 2056 Part 4 - Essay Example I cannot really do anything to salvage the situation, since it is due to the desert region that the country is situated. Apart from this, all other area of my life has changed for the better. Libya is now politically stable since the change from authoritarian to democratic system of government, so I do not need to bother about any political wrangling as Libya is now freer to what it used to be in 2006. Libya is now a land that guarantees freedom to all and sundry and this is one of the reasons that the United Nations has recognized it as a land that avails opportunity to not only its citizens but to other citizens of the world. Libya is now among the top exporters of petroleum in the world; its export partners include Italy, USA, Great Britain, Tunisia, Spain, Germany, Australia and France. There has been a rapid development in the fields of petrochemicals, mineral resources and other key economic areas of the country. The fact that the economic situation of Libya has changed means t hat I now experience a big improvement in my finances and the responsibility of meeting the daily needs of my family is not a problem. I am proud to be a Libyan parent as the situation in the country is really encouraging for people that have to take care of their kids. The prices of market commodities have been relatively stable when compared to yester years. There is really no queue when I drive to the petrol station to fill my engine with fuel as there has not been any problem of fuel scarcity in the country. Libya has really developed in terms of trade and commerce that stores that sell groceries and other household items are just a stone’s throw from my house. As said earlier, Libya has experienced a tremendous change in economical growth, so the prices of groceries are very okay to the point that we could get them from nearby private stores for the same price you would get them when you go to large markets that are far away but this was not the case in 2006, the prices at the large markets were cheaper than the private stores. Benghazi still remains the commercial capital of the country as there is really nothing that cannot be gotten from this city, which is the second largest city in Libya (Sanders, 1999). Libya has become a major tourist center to other countries of the world as people from all over the world come to the country to experience the beauty of this great country. The government has contributed to the making of the county as one of the best tourist centers in the world. Tourism has really thrived in Libya in the year 2056 and I often take my family on vacation to the various tourist centers in the country and the place we often visit is the theater at lepcis magna, I love this place so much. Things keep happening at a very fast pace in Libya. If one is not careful, one would be left behind in the fast pace those things happen and this has actually been my greatest worry. I am worried that I would be left behind one day if I do not t ry to blend with the trend of change that has taken place in Libya. Things have really changed in Libya and this has really made me to have little worries, but my greatest worry is the sustenance of this change as I worry if Libya as a country would be able to manage the changes it has experienced. If it was in 2006, I would have been bothered about the security of my spouse and kids considering

Treating and Preventing Pressure Ulcers Article

Treating and Preventing Pressure Ulcers - Article Example The original review found no studies that would meet the inclusion criteria and that there was no statistically significant difference among groups in terms of pressure ulcer incidence. Further evaluation and studies need to be conducted regarding the effectiveness of risk assessment tools. The randomized controlled trial was utilized as the design of the study. Methods include were the Braden pressure ulcer risk assessment tool and training, unstructured risk assessment and training, and unstructured risk assessment alone. The population included 256 people randomized by ward into three groups. The strengths of the study included the focus made on resolving biases such as sequence generation, allocation concealment, blinding, incomplete outcome data, selective outcome reporting, and extreme baseline imbalance. Limitations of the study include methodological limitations that prevent firm conclusions and unavailability of high-quality RCT evidence. The article of Jaul (2010) discussed the pathogenesis of pressure ulcer development in the elderly (p. 311). Elderly were assessed in terms of comorbidities, risk factor, and management of pressure ulcers.The review found out the pressure ulcers were common problems of elderly in all types of healthcare settings. Immobility, nutritional deficiency, chronic diseases, and multisystem dysfunction predispose the elderly to the development of pressure ulcers. Factors related to the overall health status of the patients and the management done by health care practitioners affect the development and treatment of pressure ulcers. The article is primarily a review; no research design stated. Methods employed were the review of literature and studies. There was no specific population stated but elderly in general. The vast majority of literature and studies were the strengths of the article. Limitations focused only on review of the risk factor, wound, pathogenesis, and management of pressure ulcers.

Art Appreciation Essay Example | Topics and Well Written Essays - 750 words

Art Appreciation - Essay Example It had a gabled roof, which was over 100 feet at the centre. The atrium of Old St. Peter's Basilica was known as the "Garden of Paradise." It had five doors leading inside the church. The atrium was added in the 6th Century. ("Old Saint Peter's Basilica," Wikipedia 2007) The nave ended with an arch holding a mosaic of Constantine and Saint Peter. The walls had 11 windows and were decorated with frescoes. The Basilica contained the tomb of St. Peter in the apse of the church. The most significant architectural element was the 'transept,' which marked the cross axis to the nave. "The cross axes of the nave and transept allowed for the concentration of attention on the tomb of Peter." ("The Romanization of Christianity," 2007) The Hagia Sophia, built as the new cathedral of Constantinople by Emperor Justinian in 532 to 537 A.D., is supposed to realise the "ideal" Byzantine model. ("Hagia Sophia," Great Buildings Online 2007) "It combined a longitudinal basilica and a centralised building, with a huge main dome supported on pendentives, and semi domes on either side." ("Hagia Sophia," 2003) This was the first instance of the use of pendentives, which "enable the round dome to transition gracefully into the square shape of piers below." ("Hagia Sophia," Wikipedia 2007) The building itself measures 102 feet by 265 feet along its main floor. The central space is a 100 feet square, which is extended to 200 feet by adding two "hemicycles" covered by semi domed "exedras" to the east and west of it. These are extended further with three minor apses eastward and two to the west. The main dome is 102 feet in diameter, and 184 feet high. It contains a corona of 40 arched windows, which reflects light into the interior of the nave. "Flanking the nave on the north and south are side aisles, with galleries over them." ("Hagia Sophia," 2003) Their massive vaults are carried at both levels by monolithic columns, thus receiving the weight of the dome and its arches. The Dome of the Rock This is the earliest architectural monument of Islam. It was constructed to cover the Noble Rock, in 691-2 A.D. in the old city of Jerusalem. The Dome of the Rock is octagonal shaped. It consists of a Dome which is 20m 20cm in diameter and its height is 20m 48cm. The dome rises to a height of 35 meters over the Noble Rock. The Noble Rock is surrounded by inner circular and outer octagonal arcades. Each side of the octagon has a door and 7 windows. ("Dome of the Rock," Islamic Architecture Org 2007) Common Structural Elements The Old St. Peters Basilica and The Dome of the Rock are, both, built in the shape of a Byzantine "Martyria." A martyrium is used for the housing and veneration of saintly relics. ("Byzantine Architecture," Wikipedia 2007) In the former case, it is the tomb of St. Peter, and in the latter the Noble Rock, venerated by Christian, Jews, and Muslims alike. The church of Hagia Sophia and the Old St. Peters Basilica, both follow the basic Roman architectural design of a longitudinal basilica. But, a central or circular type of structure is also found in the Hagia Sophia, and it is very similar to the domed circular structure of the Dome of the Rock. The windows on the main dome of the Dome of t

The Role of the Principal Officer Essay Example | Topics and Well Written Essays - 1000 words

The Role of the Principal Officer - Essay Example The position of Principal Officer has an expanding role through the implementation of shared service, NOMIS, the Phoenix Program, and contestability. These programs not only demand a greater accountability of our resources, but also allows us a vision of where we fit in the organisation. Ultimately it can reach beyond human resource management and allow us to see the Service as the single entity it has become by tying us together through technology. The Principal Officer has many responsibilities and obligations under NOMS. We have a primary obligation to offer the prisoners a safe and healthy environment while encouraging skills programs. We likewise have a duty to provide our employees with a safe workplace and the tools they need to accomplish their job. We're bound by our mission to provide the public with the assurance that released prisoners will make an easy transition back into the community. We additionally need to commit to assuring that prisoners will not re-offend. Our obligation extends to other departments such as health and safety, police, probation and court systems. We need to interact with these agencies to provide them with timely and accurate information and offer plans and proposals in a continuing effort to improve our service. We have a responsibility to the Service to follow policies and procedures and insure fiscal efficiency. The effective Principal Officer will be able to balance these responsibilities as they compete for time and resources. The competent Principal Officer must be a good listener. To facilitate change it is necessary to evaluate how the changes are affecting the people that work for you and with you. Employee feedback is a valuable tool to gain knowledge of what we are doing right or what we are doing wrong. Employees need to feel free to comment and offer suggestions or criticism in an open environment. A well placed trust in the workforce and a view of the staff as trained professionals who are motivated to do an outstanding job will insure open communication with the Principal Officer. Motivating our employees is a many sided endeavour. We first listen and then we take action as deemed appropriate. We need to be proactive in the areas of fairness and respect. Regular meetings with employees to insure that they have an in depth understanding of frequently changing policies will allow workers to perform their jobs with confidence. Encouraging diversity is a way to bring in new ideas and methods and is critical to our continued improvement. Timely and adequate assessment of job performance is also crucial to keeping employees striving to succeed and excel. People need to be recognised for their outstanding efforts and rewarded accordingly. Along with recognition and rewards, we need to offer our employees a clear career path with focused career goals. This helps the employees remain involved with their work and offers them a reason to excel and the motivation to meet our organisational objectives. This will not only aid in retention of our quality employees, but will also attract a higher quality workforce. By providing clear career objectives we will produce a climate that can offer improved performance and greater dedication. As important as it is to interact with other agencies, the Principal Officer also must interact with their employees and involve them in the day to day operation of the system.

Cooks Essay Example | Topics and Well Written Essays - 250 words

Cooks - Essay Example This brings about a further classification of cooks as recipes and various styles/techniques of food preparation will be interpreted differently and to some extent customized to suit personal tastes and preferences. Cooks will fall under different categories based on their mannerisms as they prepare various dishes in the comfort of their homes. In this case, mannerisms refer to habits such as using different cutting boards for meats and vegetables or different stirring spoons for every pot. A mother’s cooking will be affected by the fact that she is considered to be the one in charge of the family’s health. Also, one’s personality will affect their classification as a cook. For mothers, if one is a neat person they will clean up after themselves as they prepare their meals. On the contrary, there may be a cook that clutters the whole kitchen during the process of food preparation (Pope). Mothers will also be seen to measure ingredients instinctually; this means they may not follow a recipe to the letter rather they measure as they deem sufficient. Friends cooking will be determined by the reasons as to why they cook. They may fall under various categories where some cook because they simply enjoy it, some because they want to impress their peers, some because they need to try out a recipe and who better to serve as ‘guinea pigs’ than friends and lastly some cook because they are the ones that play the motherly role of taking care of everyone in the group. Finally, restaurants cooking will be determined by the industry and social standing it holds. This means that if it is a restaurant located in a five-star hotel, it will adopt technical methods of operation such as the French Brigade system that ensures effectiveness and efficiency in the kitchen (Culinary schools). On the other hand, a small-scale restaurant will share out duties among chefs who may be self-taught but under the mentorship of a trained chef. In conclusion, cooking is an art

Assignment presentation QAHE Essay Example | Topics and Well Written Essays - 2000 words

Assignment presentation QAHE - Essay Example of which 265 are in the United States and 182 outside America.The importance of this research is to evaluate the internal and external environment in which Apple Incorporation operates. Apple incorporation external environment will be analysed using the PEST analysis model. PEST stands for its political, economic, social and technological aspects of the company in order to determine Apple’s feasibility in relation to its growth, market, size, its performance position and possible operation ventures (Newlands & Hooper, 2009). Apple’s political environmentincludes the external problems that can hinder its routine operations,which can be caused by the instability of the national government. The problems can include terrorism, civil wars, corruption, health concerns and political instability. All these uncertainties can affect the sales of Apple products worldwide. In order for Apple to reduce its overall operational costs and external calamities, it has outsourced its activities in various countries. The countries include the Republic of China, Cork, Ireland, Korea and the Republic of Czech.Apple’s business activities can be hindered if these countries encounter political instability, which can otherwise affect its manufacturing processes. The hindrances of products manufacturing can cause a delay; resulting inshortages and dissatisfaction from the customers and its loyal dealers (Gendron, 2013). The economic environment can be analyzed by the global economic condition. The purchase of the company’s products can be hindered by the unemployment level of the country. If the unemployment rate is high, the consumers will have a low purchasing power and subsequently,a decrease in disposable income. Inflation is another robust problem which can adversely affect Apple’s revenue values.Inflation can be brought about by the increase in oil prices leading to inflation in the global economy. Due to the rise in operational costs, the costs arelater transferred to the

Casual analysis Essay Example | Topics and Well Written Essays - 1250 words

Casual analysis - Essay Example Other causes are lack of intellectually challenging church teachings, and too much emphasis on prosperity rather than Godliness. Church scholars observe that while many people claim to be Christians, most of them rarely attend church on a regular service. This essay discusses the decline of church attendance by review recent statistics, the reasons for the decline, possible remedies and the future of the church. Church Attendance Statistics Studies on church attendance reveal startling statistics that are only indicative of a drastically declining church attendance. In addition to the documented increasing closure of churches, it is recoded that 2.7 million church attendants become inactive members every year (Gill 46). This translates into the observation that an increasing number of people are leaving the Christian church and entering into the secular world where church has no significance. Olson and Adams (7) notes that beginning 1990 through 2000, the total membership of all Prot estant churches in the United States reduced by approximately 9.5 per cent, meaning that 5 million people stopped going to church during that period (). This decline in church attendance occurred despite the population of the nation rising by 24 percent, that is, 11million people. In 2002, 87 per cent of Americans claimed to be Christians in most studies but only around 40 to 50 per cent of them are regular church goers (Jackson 4). This confirms the assertions of theology scholars that church attendance may be up to a half of the population that claims in polls to be Christians. Reasons for Church Attendance Decline One of the major problems cited by church scholars for the decline church attendance is poor church leadership. Most people are simply unhappy with the way their clergymen and church officials run their churches. Chief among the elements of poor leadership is unacceptable management of funds, morale problems, and lack of a clear vision for the members of the church (Jac kson 25). For instance, if a church runs a building fund for over 20 years, there is a likelihood of the members wondering if the building will ever come into being. Moreover, if the church leaders are unable to follow through a course to its completion, the existing members will develop doubts while potential members will get discouraged from joining the church. Moreover, if a pastor or a prominent church member is caught in improprieties, the members of the church who look up to those as their source of inspiration and motivation lose their trust. In addition, there are high chances that a respected church member will deny being involved in wrongful actions. The fact that it can be proven that they actually went against Christian teachings worsens the case because the congregation wonders how evil people are supposed to lead them in leading straight, Christian lives (Gill 47). Another reason blamed for the decline in church attendance is observation that people are finding churche s to be lacking in intellectual challenges. It is crucial to note that more and more members of the young generation are educated at college and university levels, making them thinking people with expanded capacities of knowledge and curiosity (Wijsen and Schreiter 54). The conception of the young people that they always know more than the person preaching at the pulpit apparently gives them the perception that the

Company Law and Secretarial Practices Essay Example for Free

Company Law and Secretarial Practices Essay Incorporation means the process of legally declaring a corporate entity as separate entity from its owners. Incorporation has many advantages for a business and its owners, including: Protects the owners’ assets against the company’s liabilities. Allows for easy transfer of ownership to another party. Achieves a lower tax rate than on personal income. Receives more lenient tax restrictions on loss carry forwards. Can raise capital through the sale of the stock. Incorporation involves drafting a â€Å"Memorandum of Association† and an Articles of Association, which lists the primary purpose of the business and its location, along with the number of shares and class of stock being issued, if any. Incorporation will also involve state-specific registration information and fees. Those procedures are undertaken by a promoter who is a person who starts up a business, particularly a corporation, including the financing. The formation of a corporation starts with an idea. Pre-incorporation activities transform this idea into an actual corporation and the promoter is the individual who carries on these activities. Usually the promoter is the main shareholder or one of the management team and receives stock for his/her efforts in organization. Without incorporation, Company Law cannot stand by itself as law amended is critically meant to protect the shareholders as well as the member of the company which is incorporated. As mentioned above, incorporation tends to protect the welfare of the business and its owners in various perspectives like intellectual property, taxation and capital shares. In other words, Company law (or the law of business associations) is the field of law concerning companies. Furthermore, there are various types of company that can be formed in different jurisdictions as shown in Malaysian Company Act 1965 Section 14(2) which are: a company limited by guarantee. Commonly used where companies are formed for non-commercial purposes, such as clubs or charities. The members guarantee the payment of certain (usually nominal) amounts if the company goes into insolvent liquidation, but they have no economic rights in relation to the company. a company limited by guarantee with a share capital. A hybrid entity, usually used where the company is formed for non-commercial purposes, but the activities of the company are partly funded by investors who expect a return. a company limited by shares. The most common form of company used for business ventures. an unlimited company either with or without a share capital. This is a hybrid company, a company similar to its limited company (Ltd.) counterpart but where the members or shareholders do not benefit from limited liability should the company ever go into formal liquidation. Meanwhile, there are thousands of company law cases that showed that incorporation is the bedrock of formation of Company Law. As such, We held out a few cases here which clearly indicated the importance of Company Law in determining the court case related to incorporation. Salomon v A Salomon and Co Ltd [1897] AC 22 Corporate separate personality Salomon conducted his business as a sole trader. He sold it to a company incorporated for the purpose called A Salomon and Co Ltd. The only members were Mr Salomon, his wife, and their five children. Each member took one  £1 share each. The company bought the business for  £39,000. Mr Salomon subscribed for 20,000 further shares. However,  £10,000 was not paid by the company, which instead issued Salomon with series of debentures and gave him a floating charge on its assets. When the company failed the companys liquidator contended that the floating charge should not be honoured, and Salomon should be made responsible for the companys debts. Lord Halsbury LC stated: â€Å"†¦ it seems to me impossible to dispute that once the company is legally incorporated it must be treated like any other independent person with its rights and liabilities appropriate to itself, and that the motives of those who took part in the promotion of the company are absolutely irrelevant in discussing what those rights and liabilities are.† Hickman v Kent or Romney Marsh Sheep-Breeders Association ‘Outsider rights Hickman was a member of the Kent or Romney Marsh Sheep-Breeders Association. He began a court action complaining of various irregularities in the affairs of the association. Clause 49 of the Associations constitution stated that all disputes were to handled by arbitration. The question of whether a person who is not a member of the company has rights to sue on the ‘statutory contract provide by what is now section 33 of the Companies Act 2006 was considered . It was held that an outsider to whom rights are purportedly given by the companys articles in his capacity as an outsider cannot sue in that capacity, whether he is also a member of the company or not. From this case comes the fundamental concept that a company has a legal personality or identity separate from its members. A company is thus a legal ‘person. Macaura v Northern Assurance Co Ltd [1925] AC 619 Members have no interest in a companys property The owner of a timber estate sold all the timber to a company which was owned almost solely by him. He was the companys largest creditor. He insured the timber against fire, but in his own name. After the timber was destroyed by fire the insurance company refused the claim. The House of Lords held that in order to have an insurable interest in property a person must have a legal or equitable interest in that property. The claim failed as â€Å"the corporator even if he holds all the shares is not the corporation†¦ neither he nor any creditor of the company has any property legal or equitable in the assets of the corporation.† In a nutshell, the effect of incorporation which is embedded in Section 16(5) â€Å"On and from the date of incorporation specified in the certificate of incorporation but subject to this Act the subscribers to the memorandum together with such other persons as may from time to time become members of the company shall be a body corporate bby the name contained in the memorandum capable forthwith of exercising all the functions of an incorporated company and of suing and being sued and having perpetual succession and a common seal with power to hold land but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided by this Act† clearly demonstrated that the foundation of Company Law is the ‘company’ and that without incorporation and the creation of a separate corporate personality, there couldn’t be a base for the formation of Company law and Companies Act. 2. In practice, in no circumstances, is it possible to pierce the corporate veil between a parent and a subsidiary company. A company is an artificial person. Once it is incorporated, it comes into being and is a separate legal entity from its members and officers. The importance of the principle of separate legal entity was first established in the landmark case of Salomon v Salomon Co Ltd (1897). In this case, Mr Salomon was a sole-proprietor manufacturing boots. The business was successful. Mr Salomon incorporated a company and sold his business to the company in consideration for 20000 shares and debentures of  £10000 issued in favour of Mr Salomon. Mr Salomon ended up holding 20001 of the 20007 shares issued. The other six shared were held by his wife and five children as nominees for Mr Salomon. Unfortunately, the company experienced financial difficulty and was wound up. An action was brought against Mr Salomon to indemnify the company for all the debts due to its unsecured creditors. The House of Lords held that even though the business was managed by the same persons and the same hands received the profits, the company was not an agent or trustee for the members. Incorporation of the company created a separate person. The members were not liable in respect of the company’s obligations. The same applies to parent and subsidiary companies. Both parent and subsidiary companies has their own separate legal entity. One example is the case of The People’s Insurance Co (M) v The People’s Insurance Co Ltd (1986). In this case, the plaintiff company, People’s Insurance Co. (M) Sdn. Bhd. (PICMSB) was a subsidiary of the first defendants company, People’s Insurance Co. Ltd. (PICL). On 12 January 1978, five directors of PICMSM held a meeting. One of the directors was the Managing Director of the defendant (PICL), another one was General Manager and Director of the defendant (PICL), and another one was Executive Director of the defendant (PICL). During the meeting they passed a resolution that affected PICL. The defendant (PICL) denied any liability. The court held that: i. The parent and subsidiary companies are two separate legal entities; ii. Officers of the parent company who are on the Board of the subsidiary are not representatives of the parent company but sit at the Board Meeting as directors and agent of the subsidiary iii. A resolution of the Board of directors of the subsidiary does not bind the parent company. The resolution did not constitute a contract between the parties. Thus, it is held that the principle of separate legal entity applies as well to related companies, including wholly owned subsidiaries. In Adams v Cape Industries PLC (1990), the main defendant was an English registered company presiding over a group of companies whose business was in the mining (in South Africa), and marketing, of asbestos. The company had become the subject of a class action lawsuit in the United States, and the company tried to avoid fighting the case in the American courts on jurisdictional grounds. The Plaintiffs obtained a judgment against the English company in the American courts, but as Cape had no assets left in the U.S., they then sought to enforce the judgment against the principal company in the group in the English courts. The court accepted that the purpose of the corporate group structure set up by Cape Industries had been used specifically to ensure that the legal liability of a particular subsidiary would fall only upon itself and not the parent company in England. The court refused to pierce the veil of incorporation to allow the judgment creditor to enforce its judgment against the judgment debtor’s holding company. The court refused to treat both the subsidiary and holding companies as one single entity. However the legislature recognizes that there may arise circumstances when this principle of separate legal entity may lead to adverse positions, and thus have enacted statutory exceptions to lift the veil of incorporation under specified circumstances. Normally in new situations or circumstances, court decides on case by case basis to pierce the veil of incorporation. There are instances where the court held that the related companies do not have separate legal entities; they are indeed one legal entity. In DHN Food Distributors Ltd v London Borough of Tower Hamlets (1976), DHN carried on the business of operating a grocery on the property owned by one of its wholly owned subsidiaries. The property was compulsorily acquired by the authority which refused to pay compensation to DHN as it did not have any interest on the land. The English Court of Appeal held that the group operated as a single economic unit and thus DHN could recover the compensation due to them under law. In conclusion, in normal practice with no circumstances, it is not possible to pierce the corporate veil between a parent and a subsidiary company as mentioned in The People’s Insurance Co (M) v The People’s Insurance Co Ltd (1986) and Adams v Cape Industries PLC (1990). Only when there arise circumstances can only the corporate veil of a parent and subsidiary company be pierced. 3a. Joe and Mike issue sufficient RM1 shares to Luke to raise his stake to 40% to allow them to defeat the resolution of their removal from the board. The action proposed by Joe and Mike is not allowed under section 132D of Companies Act 1965. Section 132D(1) of the Act reads, â€Å"notwithstanding anything in a company’s memorandum or articles, the directors shall not, without the prior approval of the company in general meeting, exercise any power of the company to issue shares†. Unless the power to issue shares has been vested in the members at a general meeting, the directors are not allowed to issue shares. Under this section, the company’s power to issue shares is not transferred from the directors to the members in general meeting. Rather, it imposes an obligation on the directors to obtain the approval of the company’s shareholders in general meeting before exercising their power to issue shares. When an allotment of shares takes place by the company without compiling without any statutory procedure, it is an irregular allotment. Although it is necessary to obtain only an ordinary resolution for the issuance of new shares, section 132D (5) requires such resolution to be lodged with the Registrar of Companies (ROC). When the minimum subscription is not received, it is an irregular allotment and it is void. The directors are liable to pay both the company and also to the allotee. On the other hand, prior approval of the members is not required if the shares issued are consideration or part consideration for the acquisition of shares or assets by the company. Section 132D (6A) provides that if the consideration for the shares in kind or partially in kind, it is sufficient for the directors to inform the members in writing at least 14 days before the shares are issued. The consequences for non compliance of section 132D are provided in section 132D (6) which reads, â€Å"Any issue of shares made by a company in contravention of this section shall be void and consideration given for the shares shall be recoverable accordingly†. In fact, the directors are liable to compensate the company and the allottee for any loss, damages or costs which might occur as a result of the breach. According to section 132D (7), â€Å"any director who knowingly contravenes, or permits or authorizes the contravention of, this section with respect to any issue of shares shall be liable to compensate the company and the person to whom the shares were issued for any loss, damages or costs which the company or that person may have sustained or incurred thereby†. Thus, Joe and Mike shall be liable to pay compensation to the company and Luke if any loss or cost incurred. However, the shareholders or creditor of the company may apply to the court for validation of the shares under section 63. If the court finds the issuance of shares is just and equitable, the court may order the validation of the shares which were not properly issued. In the case of Kepala Sawit (Teluk Anson) Sdn Bhd v Yeoh Kim Leng Ors (1991), the court held that â€Å"an act of the company which is irregular offers room for its regularization or validation by application of the just and equitable principles embodied in section 63†. Nevertheless, it seems to be impossible for the court to validate the shares in the situation above if any appeal is made. Besides that, the intention of Joe and Mike to raise Luke’s shares is to allow him to defeat the resolution of their removal from the board. Section 128 of the Companies Act 1965 provides for the removal of a director of a public company but no provision is made for the removal of a director of a private company. This is left to the company’s article. Article 69 of Table A provides that the company may by ordinary resolution remove a director. Thus, if Singing Stars Sdn Bhd’s article has adopted Table A, then the procedure provided in Section 128 has to be followed. Also, depending on the company’s article, either an ordinary or special resolution has to be passed in the meeting by the shareholders of the company. In business or commercial law, ordinary resolution is a resolution passed by the shareholders of a company generally affirmed by not less than 50% of the members casting their votes, whereas special resolution is generally affirmed by not less than 75% of members casting their votes. Therefore, even if Luke’s stake can be raised to 40%, he still can’t defeat the resolution because a resolution is passed based on the voting cast by the majority in the meeting. Hence, Tony shall not worry about Joe’s and Mike’s action in raising Luke’s stake to 40% by issuing shares as its legality is bounded by section 132D of Companies Act 1965. Also, the removal of a director is allowed when a resolution is passed in the meeting. With only Joe, Mike and Luke to defeat the resolution, the resolution to remove them off as the directors can still be passed. 3b. After this they will pass resolutions to remove Tony from the board and to replace him with Luke. Directors are agents of the company and thus owe a fiduciary duty towards the company. Section 4(1) of the Companies Act 1965 provides that, â€Å"director includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act and an alternate or substitute director†. Section 4(1) states that a director includes a de facto director, a shadow director and an alternate or substitute director. Sections 122(1) and (1A) of the Companies Act 1965 provides that, â€Å"every company shall have at least two directors, who each has his principal or only place of residence within Malaysia†. Sections 122(2) of the Companies Act 1965 provides that, â€Å"no person other than a natural person of full age shall be a director of a company†. This is clear that only a human being can be a director. Besides that, Section 122(2) imposes the minimum age of the director which is 18 years old. Thus, only a person who is 18 years old and above may be appointed as a director. Section 129 of the Companies Act 1965 provides that, â€Å"notwithstanding anything in the memorandum or articles of the company no person of or over the age of seventy years shall be appointed or act as a director of a public company or of a subsidiary of a public company†. A person who aged 70 years old and above can only be a director if the resolution appointing him as a director receives approval from at least 75% of the votes at the company’s annual general meeting. The office of a Tony as a director may become vacant if he is disqualified pursuant to the Companies Act 1965 or the articles of association, resigned from the position, removed from the board of directors and retires by rotation. Articles of association of the company provides that the office of a director shall become vacant if the director (a)ceases to be a director by virtue of the Companies Act 1965 (b)becomes a bankrupt or makes any arrangement or composition with his creditors generally (c)is prohibited from being a director by reason of any order made under the Companies Act 1965 (d)becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to metal disorder (e)resigns his office by notice in writing to the company (f)for more than six months is absent without the permission of the directors from meetings of the directors held during that period (g) without the consent of the company in general meeting holds any other office of profit under the company except that of managing director or manager (h)is directly or indirectly interested in any contract or proposed contract with the company and fails to declare the nature of his interest in a ma nner required by the Companies Act 1965. Tony will not be removed as he is not disqualified by the articles of association. The resignation of a director may take effect on the date which the board receives the letter of resignation, the date stated in the letter or according to the articles of association. Section 122(6) of the Companies Act 1965 provides that, â€Å"notwithstanding anything contained in this Act or in the memorandum or articles of a company or in any agreement with a company, a director of a company shall not resign or vacate his office if, by his resignation or vacation from office, the number of directors of the company is reduced below the minimum number required by subsection (1) and any purported resignation or vacation of office in contravention of this section shall be deemed to be invalid†. Tony does not take action to resign from a director. Tony will not be removed from the board. However, he may be removed from the board by an ordinary resolution. Section 128(1) of the Companies Act 1965 provides that, â€Å"a public company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its memorandum or articles or in any agreement between it and him but where any director so removed was appointed to represent the interests of any particular class of shareholders or debenture holders the resolution to remove him shall not take effect until his successor has been appointed†. A public company may remove a director by ordinary resolution before the expiration of his term of office. The resolution is passed if it garnered more than half of the votes casted. A director of a public company is not possible to be removed by other director as provided in Section 128(8) which reads that, â€Å"a director of a public company shall not be removed by, or be required to vacate his office by reason of, any resolution request or notice of the directors or any of them notwithstanding anything in the articles or any agreement†. Thus, Joe and Mike are not able to remove Tony from the board. To remove a director, a special notice of the resolution is required to serve to the company at least 28 days before the scheduled members’ meeting as stated in Section 128(2) of the Companies Act 1965, â€Å"Notwithstanding anything to the contrary in the memorandum or articles of the company, special notice shall be required of any resolution to remove a director or to appoint some person in place of a director so removed at the meeting at which he is removed, and on receipt of notice of an intended resolution to remove a director the company shall forthwith send a copy thereof to the director concerned, and the director (whether or not he is a member of the company) shall be entitled to be heard on the resolution at the meeting†. The special notice of ordinary resolutions is also called notice of intention is given by the members to the company at least 28 days before the scheduled meeting. Then the company must give at least 14 days’ notice to the members before the meeting is scheduled to be held. It is provided in Section 153 of the Companies Act 1965, â€Å" where by this Act special notice is required of a resolution, the resolution shall not be effective unless notice of intention to move it has been given to the company not less than twentyeight days before the meeting at which it is moved, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or ,if that is not practicable, shall give them notice thereof, in any manner allowed by the articles, not less than fourteen days before the meeting, but if after the notice of intention to move such a resolution has been given to a company, a meeting is called for a date twenty-eight days or less after the notice has been given, the notice, although not given to the company within the time required by this section, shall be de emed to be properly given†. The board of directors may attempt to undermine the members’ proposal to remove a director, the board may call for the meeting to be scheduled less than 28 days from the receipts of the members’ notice. Section 153 of the Companies Act 1965 provides that the meeting is not invalidated if it is held less than 28 days after the notice was given by the members to the company. In Soliappan v Lim Yoke Fan [1968] 2 MLJ 21, the High Court held that Section 128 was not mandatory. The power to remove directors under that section co-existed with any power contained in the articles of association. Therefore, 28 days notice is not necessary, the removal could be affected in accordance with the articles of association. However, on the facts the proper notice required under the articles of association had not been given either, so removed as director and consequently the plaintiff was not properly appointed as director of the company. If Tony is removed from the board, he may claim compensation or damages for the termination of his appointment as a director. Where the company has entered into a contract with Tony and the company breached it by removing him, then Tony has the rights to claim compensation. Section 128(7) of the Companies Act 1965 provides that, â€Å"nothing in subsections (1) to (6) shall be taken as depriving a person removed thereunder of compensation or damages payable by him in respect of the termination of his appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section†. Tony who is appointed as a director is not required to retire unless the articles of association provides so. Upon retirement, the shareholders may re-elect the directors who have performed but not those who failed to perform up to expectations. In See Teow Chuan Anor v YAM Tunku Nadzaruddin Ibni Tuanku Jaafar Ors [2007] 2 MLJ 212, the board of directors made a resolution that all executive directors must retire on attaining 55 years of age. The plaintiffs brought an action challenging the introduction of a new term into their existing contract that they should retire. The court held that the power to pass the resolution as to retirement of directors was a fiduciary power entrusted by the memorandum and articles of the Company. That power was used for a collateral or improper purpose, namely to remove the plaintiffs and was invalid. In conclusion, Joe and Mike are unable to remove Tony from the board and replace Tony with Luke. Tony will be removed from the board if he meets one of the events stated above. 3c. As an added incentive the shares will be issued to Luke for RM0.60 each to allow for a tidy profit. The issue here is whether Joe and Mike can issue shares to Luke at RM0.60 each to allow for Luke’s support towards them. The issuance of shares below the nominal value of RM1.00 is called issuance of shares at a discount. At common law, the issuance of shares below the par value (at a discount) is prohibited because it constitutes a reduction of share capital without confirmation by the High Court. Section 64 of the Companies Act 1965 requires a special resolution that authorizes the reduction of its share capital with the confirmation by the Court. Case : Re Wragg Ltd. Facts : A liquidator took up a court case seeking a declaration that certain shares in the company issued to two members and registered in their names as fully paid were not properly issued as fully paid up. The liquidator asked for an order that the two members pay the amounts unpaid thereon. Held : The transaction was wholly legitimate. Lindley L.J. stated â€Å"it is not law that persons cannot sell property to a limited company for fully paid-up shares and make a profit by the transaction. We must not allow ourselves to be misled by talking of value. The value paid to the company is measured by the price at which the company agrees to buy what it thinks it worth it while to acquire. Whilst the transaction is unimpeached, this is the only value to be considered.† However, there are two exceptions to the rule against issuing shares at a discount that are stated in Section 58 and 59 of Companies Act 1965. In occasions where the company enters into an underwriting agreement wherein the underwriter will subscribe the shares in the company if the shares are not taken, in return, the company agrees to pay the underwriter a fee. Section 58 of Companies Act 1965 recognises this commercial agreement provided that the payment of that commission is not more than 10% of the issued value of the shares and is authorized by the company’s articles. Section 59(1) of the Companies Act 1965 states that the company can issue shares at a discount of a class already issued if – (a) The discounted shares are authorized by ordinary resolution passed in general meeting of the company and is confirmed by Court order; (b) The resolution specifies the maximum rate of discount at which the shares are to be issued; (c) the company can only issue shares at a discount only after one year it is entitled to commence business; and (d) the discounted shares must be issued within one month from court’s confirmation or within extended time as allowed by Court. According to section 59(4), the discounted shares must be offered to existing members of that class based on pro rata basis. Failure to do so, the company and every officer who is in default shall be guilty of an offence punishable with a fine of RM1000 and default penalty in accordance with section 59(7) of the Companies Act 1965. Case : Ooregum Gold Mining Co of India v Roper Facts : The market value of the  £1 ordinary shares of the company was 2 shillings and 6 pence (2s 6d). The company issued preference shares of  £1 each with 15s credited as paid, leaving a liability of only 5s a share. Held: The holders of the discounted shares are liable to pay the full nominal value to the company. In common law, issuance of shares at a discount is prohibited but there are statutory exceptions under section 58 and 59 which enable the company to issue shares at a discount. In this case, Luke is not the underwriter of Singing Stars Sdn Bhd. Therefore, Joe and Mike cannot issues shares at a discount to him by virtue of section 58 of the Companies Act 1965. However Luke can be entitled to get the shares at a discount if the discounted shares are passed by a majority of members who are present and votes at the meeting and confirmed by the Court order, which specify the maximum rate of discounts are to be issued, commence it’s business after one year and issue the discounted shares issued within one month from court’s confirmation or within extended time as allowed by Court, then Luke can be entitled to the discounted shares after the existing shareholders are offered the discount. Luke will not be getting the shares at a discount because the most of shareholders are not satisfied with Joe and Mike and wanted to vote them from the board. Hence, the majority of them will win and Luke will definitely not getting his shares at a discount. If Joe and Mike insist on issuing the shares at a discount to Luke, the holder of the shares (Luke) may be liable to pay the full nominal value of the shares as stated in the Ooregum principle. Besides, the directors (Joe and Mike) who are responsible for the unlawful issue may be held liable to the company for the discount allowed. In conclusion, Tony can sue Joe and Mike for breach of companies act and they will be held liable to company in respect of the discount allowed. From the above Tony and the other four shareholders can vote to reject the acceptance of payment by land from Luke for the shares. Joe and Mike do not have the power to accept the payment without the knowledge of the members of the company. If the transaction is still done Section 132D(6) provides that the shares issued are void and the directors shall be liable to compensate the company and the person whom the shares were issued to for any loss, damages or costs which they may sustain as consequence of the breach. 3d. Luke has suggested that the company might accept some land which he owns as payment for the shares. Section 67 (1) of the Companies Act prohibits a company from: Financing the purchase of its own or its holding company’s shares Giving financial assistance for the purpose of or in connection with the purchase of its own or its holding company’s shares Dealing in or lending money on its own shares In the case of Datuk Tan Leng Teck v Sarjana Sdn Bhd, the plaintiff entered into a contract to sell a piece of land to the 2nd defendant, Pasti Hasil Sdn Bhd for a piece of land at a price of RM15, 896,995. According to the agreement, RM1,000,000 of the purchase consideration will be capitalized as paid-up capital for 1,000,000 shares in the SSB. PHSB had paid RM3,300,000 for the land to SSB and RM1,000,000 out of this payment had been considered as a payment for 1,000,000 shares in SSB. Thus, 1,000,000 shares had been allotted to Pasti Hasil Sdn Bhd. The court held that financial assistance has been given to Pasti Hasil Sdn Bhd as the defendant agreed to treat a portion of the sum owed by Pasti Hasil Sdn Bhd as payment for the shares. Section 67 (1) prohibits the company from giving financial assistance unless it is bona fide commercial transaction entered in good faith. As Pasti Hasil Sdn Bhd had not paid anything for the shares the share capital of the defendant had reduced. In the case of Belmont Finance Corporation Ltd v Williams Furniture Ltd (No 2), Belmont’s directors paid  £500,000 of Belmont’s money under a scheme to help a company called Maximum ( which was owned and controlled by a Mr. Grosscurth) to buy shares of Belmont. Goff LJ held that the agreement was unlawful and the payment was made by Belmont for an illegal purpose, namely to facilitate the purchase by Grosscurth and his associates of Belmont’s shares. Lord Denning in Wallersteiner v Moir (1974) propounded the following test: â€Å"You look to the company’s money and see what has become of in. You look to the company’s shares and see into whose hands they have got. You will then see if the company’s money has been used to finance the purchase.† Thus for this case if the company accepts Luke’s land as payment for the shares, it is not a bona fide commercial transaction entered in good faith and is prohibited by section 67(1). Thisi s because the land serves no specific purpose to the company and future benefits will not flow to the company through this entity. This means that the land is of no use to the company at the time of purchase which shows that it is not a bona fide commercial transaction. Furthermore this also shows that the company’s money paid to Luke for the land will be used to purchase its shares. If Joe and Mike accept this transaction, they will be guilty under section 67(3) of the Companies Act and section 67(4) provides that officers who are guilty are liable to compensate the company or any person who has suffered losses or damage as a result of the prohibited transaction. REFERENCES 1) http://www.scribd.com/doc/64780622/1/S128-1-Companies-Act-1965 2) http://www.ssm.com.my/files/clrc/consultation_documents/cd2.pdf 3) Chan Wai Meng (2012) . Company Law in Malaysia: Cengage Learning.

Symbolism in Medieval Art

Symbolism in Medieval Art EVE IN MEDIEVAL ART Symbolism in the Medieval period had both theological and social meanings, and the figure of Eve demonstrates how these two kinds of meanings coexisted in a single symbolic form. Medieval symbolism almost always occurred in art that was commissioned by or for the churches. In religious terms, the art of the Middle Ages was meant to instruct people of all classes and to be an aid to prayer and the contemplation of religious ideas. But, as art historians have begun to point out, this art was also a system of visual signs that can be viewed in terms of role models, social practices, and an encoded value system of social mores (Alexander 1). In strictly theological terms, the character of Eve, the first woman, was used to symbolize the Fall of the human race. Eve ate the fruit of the tree of the knowledge of good and evil and persuaded Adam to eat it as well (Hall 4). This caused the human race to experience sin and evil. But Eve was also used as a symbol of the nature of women, seen as temptresses trying to lead men into sin. On seeing the figure of Eve as she was presented in Romanesque art, the viewer was reminded of the Fall, but, depending on how she was depicted, the viewer could also be reminded that women are weak-willed, deceitful seducers who are not to be trusted. The works that will be investigated to support this thesis, is Eve at the tympanum (c. 1125-1150) The theological and the social meanings of the symbol were not completely separate. The Church also seemed interested in promoting this misogynistic idea of women as a social value. But the meanings were separable, in the sense that, when Eve was used as the basic theological symbol of the Fall, the implications about the behavior of women in general did not have to be part of the symbol. In one sense, Medieval art consisted of a kind of sacred writing in which the identity or uses of certain pictorial elements were widely understood (MÃ ¢le, Medieval 267). MÃ ¢le gives the example of a halo which, when placed behind a persons head, indicates sainthood or holiness. In a more complicated example, a naked woman, with or without a snake or a tree, and holding a piece of fruit, would be known to be Eve. These particular attributes would be given to her when the temptation of Eve by Satan (and/or Eves temptation of Adam if he was present) was the subject being shownbut Eve could be shown in other situations as well. Medieval art is also a symbolic code, and, since the earliest times, Christian art had spoken in figures, showing men one thing and inviting them to see in it the figure of another (MÃ ¢le, Medieval 272). This means that, once the viewer identified Eves Temptation by her attributes of nakedness, the tree, the snake, and the fruit, then the viewer could move on to the understanding of what Eve, in this situation, symbolized. She symbolized the Fall of the human race, which was, because of her actions, condemned to suffering, pain, death, and sin. The human race could not be redeemed until Jesus suffered and died for all humanity and provided the means of obtaining, through the Church, eternal salvation. Thus, in its plain theological use, the figure of Eve was connected to the mission of the Church because her actions were responsible for making the Church necessary. For this reason, Medieval artists (or the people who planned the art of the churches) saw the Temptation as a foreshad owing of the Annunciation in which the Virgin Mary, as the New Eve, redeemed the sin of the old Eve (Hall 5). Petzold provides an example of this symbolic pairing of Eve and the Virgin Mary in Romanesque art. This is the sculpture on the tympanum (c. 1125-1150) over the doorway at the church of Neuilly-en-Donjon in France, where three interrelated scenes from the Bible show the three main archetypes of women: Eve, Mary Magdalen (a reformed adulteress), and the Virgin Mary (Petzold 123). The three women are all shown in relation to a man. In the bottom section of the sculpture (the lintel), Eve turns from the tree to tempt Adam with the fruit, and Mary Magdalen kneels in front of Jesus and anoints his feet and wipes them with her hair (Petzold 123). Above them, the main sculpture shows the Magi worshipping Jesus, who sits on Marys lap. Around Mary and Jesus, angels blow horns celebrating Marys triumph over sin. MÃ ¢le, commenting on this same sculpture, says that symbolically the work meant that woman, through whom sin came into the world [Eve] and by whom it was perpetuated [Mary Magdalen], is at last and forever rehabilitated by the Virgin (Religious 431). The same connection is made in another French church at Anzy-le-Duc, where the main tympanum sculpture shows the worship of the Magi on one side and Eve tempting Adam on the other. In the lower, lintel portion of the sculpture, heaven is shown beneath the Virgins side, and hell is shown beneath Eve (MÃ ¢le, Religious 432). These examples make clear Eves purely theological importance as a symbol clear. But, as MÃ ¢les explanation indicated, the Eve-Mary Magdalen-Virgin Mary symbolism had a message about women in general. Women as a group were believed to be prone to sin and to causing sin, especially sexual sin because they tempted men. St. Bernard (1091-1153), who was one of the most influential and eloquent orators and writers of his age, emphasized that Eves sin was the sin of all women. He said in a sermon that Eve was the original cause of all evil, whose disgrace has come down to all other women (quoted by Kraus 42). But St. Bernard was also a great promoter of the cult of the Virgin Mary, which was becoming very popular in the twelfth century. And, on the connection between Eve and Mary, he said, Rejoice, Eve, rejoice in such a daughter . . . Opprobrium has been wiped out; never again can woman be accused (quoted by MÃ ¢le, Religious 431). But, in actual practice, though they praised Mary, this did not much change the Churchs view of ordinary women as being sinful like Eve: In the glorification of the Virgin, it was the Woman-Without-Sin, the non-woman Woman, the anti-Eve that was revered (Kraus 46). The extent to which Mary was not like a real woman was considered worthy of praise. Petzold notes that, since this misogynistic view of women was often part of the Churchs message, the symbolism of Eve was expanded so that images of her in art frequently stress her role as a sexual temptress (124). In this role, Eve becomes a symbol of the sinful nature of all women. Her role in theologically important events does not require this interpretation at all (although her feminine weakness was always implied by the Bible story). But, in the Middle Ages, this interpretation of Eve was quite popular. Petzold points out the representation of Eve in this character in another Romanesque church in France, the Autun Cathedral. In a fragment of sculpture by Gislebertus from around 1130, Eve is shown naked and nearly lying down, supported only by her knees and one elbow. The position may refer to the story that God punished her by making her crawl on the ground like the snake who tempted her. But what is most striking about the Autun Eve is that, at a time when nudity was rare in art, the sinuous figure of Eve, with her rounded breasts, is one of the most erotically charged images in Romanesque art, and she is portrayed not so much as [a] sinner but as [a] temptress who invite[s] Adam, and by implication men in general, to commit sin (Petzold 125). At this time, the Church was trying to enforce strict celibacy on priests and monks, and stressing the sinfulness of sexual relations and of women in general probably was part of that effort (Petzold 125). But, as Kraus shows, the figure of Eve was the model for the various sculptures of the vice of Unchastity, or Lust, which one finds on so many church facades of the twelfth century and is invariably a woman, while the typically male vice, on the other hand, is either Pride or Avarice (42). The overall impression of women was of their complete inability to resist their sexual urges and their deep desire to draw men into sin. But, while all this did aid the Church in its attempt to induce celibacy in priests, it was hardly the kind of teaching calculated to spread affection for the wives and mothers in the audience (Kraus 44). This is what is meant by the social meanings of Medieval symbolism. As Alexander explains it, these images functioned to provide role models to sections of the Christian community, and the Church used various artistic means to intervene in the society in a variety of contexts (1). One of the methods that was used was repetition. MÃ ¢le pointed out how repetition of images ensured that every member of the potential audience would be sufficiently familiar with the various figures and their attributes to recognize an Eve with her apple or a saint with her halo (Medieval 267). But, in addition to familiarity with the elements of the stories, the visual messages were hammered home by their iconographical similarity until they were taken for granted and thus became an unquestioned part of everyday experience (Alexander 1). One of the most shocking images of Eve is found in a series of relief sculptures showing the expulsion of Adam and Eve from the Garden of Paradise (from the twelfth century, at the French church of Notre-Dame-du-Port, at Clermont-Ferrand). In these sculptures, Adam hurls wailing Eve to the ground, kicks her, and drags her by the hair in a series of realistic gestures that may Maghave been inspired by a religious play, Le Jeu dAdam et Eve, that was performed both inside and outside of many churches (Kraus 44). The connection between such representations of Eve-Woman as deserving of this kind of treatment and an official sanctioning of such behavior by men toward their wives is not difficult to make. Some lines of the Adam and Eve play read, Oh, evil woman full of treason / Forever contrary to reason, / Bringing no man good in any season: / Our childrens children to the end of time / Will feel the cruel whiplash of your crime (quoted by Kraus 44). St. Bernards sermons, a popular play, and repeated artistic representations of Eve as the source of evil all combine to show how this symbol had a clear social meaning as well as a theological meaning. Though the Church was not the only source of such misogyny, it was an active promoter of the feeling, and the effects of the social meaning of the Eve symbol are, in part, still present today. Works Cited Alexander, Jonathan J. G. Iconography and Ideology: Uncovering Social Meanings in Western Medieval Christian Art. Studies in Iconography 15 (1993): 1-44. Hall, James. Subjects and Symbols in Art. 2nd ed. New York: Icon-Harper and Row, 1979. Kraus, Henry. The Living Theatre of Medieval Art. Bloomington: Indiana UP, 1967. MÃ ¢le, Emile. Medieval Iconography. Ancient Egypt through the Middle Ages. Vol. 1 of Readings in Art History. New York: Scribners Sons, 1969. 265-91. The Twelfth Century: A Study in the Origins of Medieval Iconography. Vol. 1 of Religious Art in France. Princeton: Princeton UP, 1978. Petzold, Andreas. Romanesque Art. New York: Perspectives-Abrams, 1995. Â © K C Research Assistance, Inc., 1997

Odors In Wastewater Treatment Plant Environmental Sciences Essay

Odors In Wastewater Treatment Plant Environmental Sciences Essay An upland reservoir in an area of a sheep farming area which is known to be soft and to have unacceptable taste and color with a pH of 5.5. A network of pumped wells delivering anaerobic groundwater from chalk aquifer. The possibility exists that there may be pathogenic organisms in the supply, together with the significant quantities of iron and manganese. Compare and contrast the possible water treatment strategies which may be required for the two sources. You should identify other quality test which you would recommend as essential before undertaking a detailed design of either option. Before recommending an essential water treatment strategy, we should know about the reservoir management. Water storage before use results in:- Reduction in Suspended Solids (SS) and color due to natural sedimentation. Reduction in pathogens due to self-purification. Minimize the fluctuation in the water quality thus enhance the treatment. Water storage also may lead to:- Algae growth which in turn will lead to increase in turbidity, smell, pH and even color. Increase in Iron and Manganese content present in soil. Thermal stratification causing variation in water chemistry and characteristics with little intermixing behind the reservoir. Color, Taste and Odor:- Hues in water is due to natural materials like iron and manganese; vegetable origins, humus materials, insoluble particles of soil, organic and microorganism. The true color of water is considered to be only that attributable to substance in solution after removal of suspended materials by centrifuging or filtration. Taste can be affected by inorganic salts or metal ions, a variety of organic chemicals found in nature or products of biological growths. Algae are the most frequent cause of taste and odor problems. According to Metcalf Eddy, Inc., the main sources of these are from (1) Septic wastewater containing hydrogen sulfide and odorous compounds, (2) Industrial wastes being discharged into the collection system, (3) Seepage handling facilities, (4) Screenings and unwanted grit, (5) Scum on primary settling tanks, (6) [Bio solids]-thickening tanks, (7) [Bio solids]-conditioning and dewatering faculties, (8) [Bio solids] incineration, (9) Digested [bio solids] in drying beds or [bio solids]-holding basins, (10) [Bio solids]-composting operations. pH:- pH is used to express the intensity of an acid or alkaline solution. A pH of 7 is neutral, if pH less than 7 its acidic, and pH greater than 7 is alkaline. Acidity is the measure of carbon dioxide and other solution. Strong inorganic acid acidity exists below pH 4.5; carbon dioxide acidity (carbonic acid) is between pH 4.5 to 8.3.Water should be close to pH 7 as possible. Possible Solutions:- A detailed raw water quality analysis (physical, chemical, biological characteristics) of the water should be done to establish a suitable strategy for treatment. Due to thermal stratification in different seasons, height of draw off point may need to be seasonally adjusted. Before treatment, the effectiveness of chemical coagulation of waste should be experimentally evaluated in the laboratory by using Jar Test. To reduce color, chemical coagulation and granular-media filtration is required. Odors in Wastewater Treatment Plant Odor Location Problem Possible Solution Earthy, musty Primary and secondary units No problem (normal) None required Trickling filters Septic conditions More air/less BOD Secondary clarifiers Septic conditions Remove sludge Chlorine contact Septic conditions Remove sludge General plant Septic conditions Good housekeeping Chlorine like Chlorine contact tank Improper chlorine dosage Adjust chlorine dosage controls Industrial odors Inadequate pretreatment General plant Enforce sewer use regulation Source:Spellman, F.R.,The Science of Water, Technomic Publ.,1998. Taste and odor can be enhanced by: Aeration:-Since the odor compound are often dissolved gases that can be stripped from the solution. Carbon adsorption:-Its the most effective way; Activated carbon can be introduced in any stage of processing before filtration where adequate mixing is available to disperse the carbon and where the contact time is 15 min or more before sedimentation or filtration. Oxidation:-It can be done by chlorination, chlorine dioxide, potassium permanganate, or ozone. For water less than pH 6, feed pumps inject a neutralizing solution of sodium carbonate or sodium hydroxide at the inlet. The dosage to be provided can be found out using Jar Test. In The Use of Soda Ash and Caustic Soda to Alter pH (Glenda M. Herman, 2013) it is stated that for water between pH 4 and pH 6, use soda ash mixed with water. Feed this solution in the source at a rate to raise the pH to 7 farthest from the source. Anyhow the basic system for treatment might be: Pretreatment Any process to modify the microbial water quality before the entry to a treatment plant; Coagulation, flocculation and sedimentation Process by which small particles interact to form larger particles and finally settle out by gravity; Ion exchange Process used for removal of calcium, magnesium some radionuclides; Granular filtration Process in which water passes through a bed of granular materials after coagulation; Slow sand filtration Process in which water is passed slowly through a sand filter by gravity, without the use of coagulation. Answer (b):- The biological organisms in the water or wastewater are called the pathogens. They are organisms, capable of transmitting diseases in humans. These waterborne pathogens include bacteria, viruses, protozoa, and parasitic worms. Attributes of the Three Waterborne Pathogens in Water Treatment Organism Size(m) Mobility Points of Origin Resistance to Disinfection Bacteria 0.1-10 Motile; nonmotile Humans and animals; water; contaminated food Type specific-bacterial spores typically have the highest resistance whereas vegetative bacteria have the lowest resistance Viruses 0.0-0.01 Nonmotile Humans and animals; polluted water; contaminated food Generally more resistant than vegetative bacteria Protozoa 1-28 Motile; nonmotile Humans and animals; sewage; decaying vegetation; water More resistant than viruses or vegetative bacteria Source:Spellman, F.R.,The Science of Water, Technomic Publ., 1998. There are various processes for removal of microbes from water. In particular, it discusses: Pretreatment oxidation -Process in which oxidants are added to water in the treatment process. This helps in: Maximize the contact time with the oxidant; Oxidize the compounds for subsequent removal by treatment process(e.g. iron or manganese); Provide initial treatment in sufficient time for water to be further treated if necessary (e.g. oxidation of taste and odor compounds); Control growth of microorganisms and higher organisms on intake structures and treatment basins; Improve the particle removal in clarification and filtration processes. Primary disinfection Process is a component of primary treatment of water and important because filter media do not remove all pathogens from water. Different types of disinfectant are Chlorine Mono chlorine, Chlorine dioxide, Ozone, UV light Mixed oxidants Secondary disinfection This process is used to maintain the water quality which we got at the treatment plant throughout the distribution system. Iron and Manganese Removal These are found in groundwater, industrial waste, and as by-products of pipeline corrosion.. They dont cause health related problems, but are not good because they cause aesthetic problems. Aesthetic problems associated with iron and manganese is: 1. Staining of plumbing fixtures 2. Discoloration of water (iron red water, manganese black or brown water) 3. Stimulates the growth of microorganisms. 4. Impart a bitter taste to the water Some of the economic problems caused are damage to textiles, dye, paper, and food. It may clog pipes and corrode through them. Iron residue in pipes decreases carrying capacity increases pumping head. Iron and Manganese Removal Techniques Precipitation: Precipitation (or pH adjustment) of these from water in their solid forms can be done in treatment plants by adding lime adjusting the pH of the water. Some of the precipitate will settle down by time, while the rest is easily removed by sand filters. This process requires pH level of the water to between of 10 to 11. Oxidation: It is the common methods of removing these, usually followed by settling and filtration. Air, chlorine, or potassium permanganate can be used for oxidizing. Ion Exchange: The ion exchange process is mostly used to soften hard water, it will remove all soluble iron and manganese. The water is passed through a bed of resin which adsorbs the undesirable ions, replacing them with less troublesome ions. Sequestering: Sequestering or stabilization can be used when the water contains low concentration of iron, when the volumes needed are comparatively small. This process does not remove the manganese and iron from the water, but binds it chemically with other ions in soluble form that will not li come out of solution Aeration: The physical process uses air to oxidize the manganese and iron. The water is pumped up to the air or allowed to fall directly over an aeration device. The air oxidizes and this is then removed by use of a filter. The lime is often added to raise the pH. Q2. Secondary wastewater treatment may involve biological treatment using either fixed film or free-film systems. Discuss, using diagrams where appropriate, which type of system might be more appropriate for treating the wastewater from a small market town with a population of 20,000. The town is situated alongside a sensitive lowland river from which a major water supply is abstracted further downstream. Your answer should explain, among others: the advantages and disadvantages of fixed-film and fixed film systems for secondary biological treatment; the typical effluent characteristics of each type of treatment system when operating in a standard, conventional mode; the specific needs of sensitive rivers with regards to nutrients loading, especially nitrogen and phosphorous compounds; the implications of discharging high nutrients into receiving streams being used as water supply sources; the implications of discharging high nutrients, especially nitrogen and phosphorus compounds to receiving rivers from a water quality management viewpoint; the details of any proposed modifications to the conventional systems which you would consider might be adopted in these circumstances to reduce (manage) the nutrients and the cost implications for these. Answer:- The purpose of secondary treatment (biological treatment) is to provide removal of BOD beyond what is achieved by primary treatment. Secondary treatment process (biological treatment process) can be separated into two categories: fixed film systems and free film system (suspended growth systems). Fixed film systems: These are processes that use a biomass or slime (biological growth) which is attached to some form of film or media. Wastewater is allowed to passes over or around the film and the slime. When the slime and wastewater are in contact, the organisms oxidize the organic solids. The film may be stone, synthetic materials or any substance that is durable, should provide a huge area for slime growth an open space for ventilation. Fixed film system includes trickling filters, bio towers and RBCs. Suspended growth systems: These are processes that use a biomass (biological growth) that is mixed with the sewage. They can be used in smaller space than trickling filter that treats the same amount of water. A typical free film system includes the activated sludge process. There are a variety of these secondary treatment, we will discuss about the following conventional processes used: Trickling Filter. Activated Sludge. TRICKLING FILTERS: In most wastewater treatment, the trickling filter is used after the primary treatment. This process is a fixed film method designed to remove suspended solids and BOD. It consists of a rotating distribution arm that sprays the influent over a circular bed of rocks, synthetic media, or other coarse materials. The spaces between the film helps to circulate air easily so that aerobic conditions is maintained. The space allows waste to trickle down through and over the media. Organic matter in the water diffuses into the media, where it is metabolized. Periodically, a portion of the film sloughs off the media material and is collected at bottom of filter. This is passes on to the secondary settling tank along with the treated wastewater, where it is removed. The overall performance of filter is depended on hydraulic and organic loading, recirculation and temperature. Appropriate for small to medium sized communities (15000 to 20000) peoples. http://www.sswm.info/sites/default/files/toolbox/TILLEY%202008%20Trickling%20Filter.jpg TRICKLING FILTERS SOURCE: http://www.sswm.info/category/implementation-tools/wastewater-treatment/hardware/semi-centralised-wastewater-treatments/t Advantages/Disadvantages Advantages Good Quality(80-90% BOD removal) for 2nd stage efficiency could reach 95% Moderate operating cost(less than activated sludge) Withstands shock loads than other processes Simple and reliable process and can be used were large area not available. Very efficient in removal of ammonia Disadvantages High capital costs Clogging of distributors or beds. Snail, mosquito and insect problems. Generate sludge that must be treated Regular operators attention is needed. Relatively high incidence of clogging. Additional treatment may be needed for the effluent to meet strict discharge standards. ACTIVATED SLUDGE: In this process influent and activated sludge is aerated and agitated. The activated sludge is finally separated from the treated mixed liquor by process called sedimentation and is returned to the reactor as needed. The treated waste flows over the weir of the settling tank in which it is separated from the sludge. Wastewater is fed into an aerated tank, where the microorganisms (activated sludge) metabolize and flocculate the organics. These are settled from the aerated mixed liquor in the final clarifier and are returned to the aeration tank. A portion of the concentrated solids are removed from the bottom of the settling tank from the process. Clear supernatant fluid from the final settling tank is the plant effluent. This process is effective to treat large volumes of flow (10000 to 1000000) people. http://techalive.mtu.edu/meec/module21/images/WastewaterAeration.jpg ACTIVATED SLUDGE SOURCE: http://techalive.mtu.edu/meec/module21/WhattoRemove-WW.htm Advantages/Disadvantages Advantages Flexible, can adapt pH, organic and temperature changes. Small area required. Degree of nitrification is controllable. Relatively minor odor problems. Low construction cost. Removes high percent of BOD. Disadvantages High operating cost. Generated solids requiring sludge disposal. Some process alternatives are sensitive to shock loads and metallic or other poisons. Requires continuous air supply. For a small population of 20000 and river being so sensitive I recommend using Trickling Filter would be more advisable for the town. Excess nitrogen and phosphorous compounds can over stimulate the growth of aquatic weeds and algae. Excess growth of these organisms can blue baby syndrome. Apply two-thirds to three-fourths of the planned fertilizer nitrogen just before the crop enters a period of rapid growth. Proper timing ensures maximum daily nitrogen uptake and minimizes the likelihood of unused nitrogen leaching below the plant roots. Apply a reasonable amount of nitrogen to your crop. When grain and forage yields are low, less nitrogen will be removed with the grain, silage, or hay crop or by grazing. Because a soil test is not a reliable means of predicting nitrogen response, consider analyzing plant samples collected early in a period of rapid growth. The need for additional nitrogen can be determined and applied before the crop matures. If your crop will follow peanuts, soybeans, or forage legumes (clover or alfalfa) of average or greater yield, reduce the amount of nitrogen you apply. Soybeans and peanuts may provide 20 to 40 pounds of carryover nitrogen per acre. A strong alfalfa stand may provide 80 to 100 pounds of nitrogen per acre for the next crop. Be sure to analyze animal, municipal, and industrial wastes for nitrogen content when applied to cropland. Guard against dumping, as this practice may contaminate water with excess nitrate. Throughout the sandy soil surfaces of the coastal plain, do not apply nitrogen in the fall for springplanted crops. Piedmont fields may receive some nitrogen (up to one-half of crop needs) for springplanted crops.

Enlightenment of Sammy in John Updikes A&P :: A&P John Updike

The Enlightenment of Sammy in Updike’s A & P  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚   In John Updike's short story, "A & P," the main character, Sammy, is a cashier at a small grocery store. He is seen by many to be a sexist pig, describing in detail how he sees the three girls that walk in to the store. Sammy is in fact a sexist pig by what he says about them. With evidence and quotes from the story, Sammy can be determined to be a sexist pig. He describes the first girl he sees walking in the store as "a chunky kid, with a good tan and a sweet broad soft-looking can with those two crescents of white just under it..." (421). Although the comment was kept to himself, in mind it is a sexist comment. Though the girl was in a bathing suit and there was no beach around, she probably wasn't trying to get the attention of young guys. She was just there to "pick up a jar of herring snacks" (423). Describing the girl's "can" (421), meaning her backside, gives Sammy some credit of being a sexist pig. Sammy slowly begins to see the other two girls follow the first. He notices n ot only what they're wearing, but what the little clothing that they have on covers up. "This clean bare plane of the top of her chest down from the shoulder bones like a dented sheet of metal tilted in the light" (421). With this quote, he is describing how the bathing suit was slipping off the girl, but in a more demeaning manner. "With the straps pushed off, there was nothing between the top of the suit and top of her head except just her..." (421). Sammy describes that he just sees the girl, a one-nighter type. He doesn't see that she's a human, but just a plaything. One other quote/thought that Sammy has while these girls (whom remain nameless throughout the story), is when the one he calls Queeny takes her money from "the hollow at the center of her nubbled pink top" (423). He begins to get excited as he uncreases the bill as "it just having come from between the two smoothest scoops of vanilla [he] had ever known there were" (424). Sammy seems to be more of a sexist pig, as t he reader proceeds through the story.

Geroge Orwell Essay -- Essays Papers

Geroge Orwell â€Å"One of the things Orwell bequeathed us was the adjective ‘Orwellian’†¦. It is a frightening word, generally applied to a society organized to crush and dehumanize the individual, sometimes signifying the alienation of that individual if he dares to rebel† (Lewis 13). George Orwell, the pseudonym for Eric Arthur Blair, depicted the importance of the individual in society and the danger of too much community in his literature. Through his personal experiences, however, he explored the ideas of socialism and was torn between the individual and community ideals. In his literature and his past, Orwell spoke against movements that remove the individual, but still emphasized the importance of community. Thus, he advocated a need for balance between the two concepts. In 1922, Orwell began working as the assistant superintendent of police in Myaungmya, Burma, and this is where his hatred toward imperialism and its tyrannical rule over the underdogs in society developed. He felt guilty torturing and flogging unwilling subjects. The community had taken too much power over the individual, and the imperialist society commanded Orwell to enforce this injustice: â€Å"I was stuck between my hatred of the empire I served and my rage against the evil-spirited little beasts who tried to make my job impossible. With one part of my mind I thought of the British Raj as an unbreakable tyranny†¦with another part I thought the greatest joy in the world would be to drive a bayonet into a Buddhist priest’s guts. Feelings like these are normal by-products of imperialism† (qtd. in Lewis 41). Obviously, imperialism had affected Orwell to the point where he developed animosity towards the Burmese. As a policeman doing â€Å"the dirty work of the Empire† (qtd. in Lewis 41), Orwell acquired a hatred for imperialism, a belief that is focused on dominion over other individuals. Orwell later moved on to Spain where he joined the Partido Obrero de Unificacià ³n Marxista (POUM), or the Workers’ Party for Marxist Unity, and began his belief in socialism. When he arrived in Barcelona, he noticed an almost complete elimination of the social class structure: â€Å"Waiters and shop-walkers looked you in the face and treated you as an equal. Everyone called everyone else Comrade and Thou†¦. In outward appearance, the wealthy had practically ceased to exist†¦. In some ways I did not... ...nstantly struggled between these two ideas, and throughout his life he fought for a socialist society in Britain to represent his belief in the need of both community and the individual. He wrote powerfully and blatantly to illustrate the concept of balance between the affects of community and the individual. Bibliography: Chen, Anna. George Orwell a Literary Trotskyist? 2 Oct. 2000. K1 Internet Publishing. 13 Dec. 2000 . Lewis, Peter. George Orwell: The Road to 1984. New York and London: Harcourt Brace Jovanovich, 1981. Orwell, George. 1984. New York: Signet Classic, 1961. Orwell, George. â€Å"Shooting an Elephant.† Shooting an Elephant and Other Essays. Ed. Sonia Orwell. New York: Harcourt, Brace & World, Inc., 1950. 3-12. Orwell, George. â€Å"Reflections on Gandhi.† Shooting an Elephant and Other Essays. Ed. Sonia Orwell. New York: Harcourt, Brace & World, Inc., 1950. 93-103. Teck, Yee. Nineteen Eighty-Four and Personal Freedom. 2 Oct. 2000. K1 Internet Publishing. 13 Dec. 2000 . Williams, Rhodri. Orwell’s Political Messages in Animal Farm, Homage to Catalonia and Nineteen Eighty-Four. 2 Oct. 2000. K1 Internet Publishing. 13 Dec. 2000 .