Company Law Essay Example | Topics and Well Written Essays - 2250 words - 2

Company Law - Essay Example The most appropriate remedy that Quincy should avail is the second remedy of applying for an order from the court on the ground that the company's affairs are being conducted in a manner which is 'unfairly prejudicial' under Part 30 CA 206, ss 994-998 because this remedy allows Roar to continue its business. CA 2006 (s 994) gives Quincy very flexible solutions to disagreements within Roar without having to necessarily wind up the company under the first remedy. Specifically, s 994(1) CA 2006 provides as follows: "A member of a company may apply to the court by petition for an order under this Part on the ground - (a) that the company's affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or of some part of its members (including at least himself), or (b) that an actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial. The 'Act or omission' under this Section can include either an isolated act or omission or a continuing situation, depending on the circumstances. In fact, in Re Norvabron Pty Ltd (No 2) (1986) 11 ACLR 33, this can even include an act which took place before the petitioner became a shareholder. Furthermore, the legal import of the term 'C onduct of the company's affairs' has been considered in Re Legal Costs Negotiators Ltd (1999) 2 BCLC 171 CA wherein there were originally four individuals who set up a company, each was a director and employee and each had an equal amount of shares. When the relationship with one person broke down, he was dismissed subsequently as an employee although he resigned as a director just before he was removed. Nonetheless, he remained a shareholder although he refused to sell his shares to the other three. When the majority petitioned under s 459 CA 2006 for an order that he should transfer his shares to them, the petition was rejected because of the distinction between this remedy and personal actions, i.e. in this statutory remedy, what is relevant to consider is the 'company's affairs'. In the given situation, the following facts clearly indicate that the company's affairs are being or have been conducted by Patrick and Sally in a manner that is unfairly prejudicial to the interests of Quincy, a minority; and an actual act of the company (including an act or omission on its behalf) is so prejudicial to Quincy: Patrick and Sally have remove Quincy as a director; Patrick and Sally take out any profit from the business as director's salaries; and they also decide to change the nature of the business which by the Articles of Association requires a 75% majority. In fact, the 75% requirement in amending the Articles of Incorporation was not met because Patrick and Sally only owned at least 70% of the shares. Moreover, Patrick and Sally appropriated several valuable contracts to Sally's company, Tiddles Limited (Tiddles) which would normally have gone to Roar in order to make sure that no benefit will come to Quincy from these contracts. Clearly, these events and the facts taken together not only constitute a basis to grant an application for an order based on the ground that the company'

Banking and Finance Law Essay Example | Topics and Well Written Essays - 1250 words

Banking and Finance Law - Essay Example In the case at bar, the role of Bank A is an arranger as it is representing the borrower and not the participating banks, therefore, its obligations centered upon the borrower. Generally, the functions of the arranger starts upon its acceptance of the offer to arrange from the borrow and shall subsist until the time that the facility shall have been executed or in case of syndicated loan, its duties and obligations shall be deemed fulfilled at syndication when the participant banks are brought into direct contractual relations with the borrower2. Part of the duties of the arranger is to assist the borrower in drafting the Information Memorandum (IM), which will be circulated to prospective lenders/investors or in the case of syndication, to participating banks. Note that the IM is an instrument, which will be relied upon by the participating bank in assessing the nature of the investment and risk involved thereon. By this token, English law so for measures that will ensure that the p articipating bank will not be misled by unfounded claims set in the IM. The obligations of the arranger towards the participating banks in the case of syndication arise particularly during the negotiation stage and before the signing of the instruments of documents ratifying the facility. Breach of obligation to disclose the full state of the borrower or the misrepresentation of facts in the IM whether it is fraudulent or negligent in nature would give rise to both statutory breach and violation of established case laws. Fraudulent misrepresentation is the act of giving information knowing fully that it is not true. Fraud can also be deemed present where the arranger recklessly gives information without ascertaining its veracity and rending the facts disclosed as misleading. The key in this situation is that there is deceit in the act of the arranger as opposed to an innocent misrepresentation where the arranger believed in good faith in the truthfulness of the data disclosed.

Marketing Essay Example | Topics and Well Written Essays - 750 words - 23

Marketing - Essay Example An integrated approach is more vigorous and likely to reach a large number of potential customers. Having realised that there was a possibility of expanding into new services, UPS’s promotional strategy was to integrate all the services into a synchronised entity where they will fall under one umbrella name. All the services would be offered at the same time together and the customers were supposed to get this information correctly. â€Å"Synchronised commerce† entails that different activities can be performed during the same period by the same company which is UPS’s objective of enlightening is customers that it is growing bigger and offering more services whilst still under one umbrella name at the same time. 2. UPS can use either electronic or print media to reach all its five segments. Advertising is very effective in reaching the targeted audience where specially designed adverts are posted on selected media at given time frames which are popular with the targeted audiences. Public appearances in popular business press such as the Wall Street Journal are other means that can be used to reach the targeted audiences. Promotional elements such as price discounts can be effectively used to attract more customers as they will also benefit at the end of the day for using the service. The promotional services can also include the use of coupons where draws can be conducted to identify winners in promotional events meant to market the services offered by the organisation to all its customers as well as potential clients. 3. The colour brown is a primary presentation of UPS and it represents a creative platform which brings together all pieces of the campaign. UPS is basically identified with the brown colour which is found on all its fleet of vehicles, planes, uniforms as well as packaging. Brown colour forms part of the

Research Proposal on The Rape Shield Law Example | Topics and Well Written Essays - 2000 words

On The Rape Shield Law - Research Proposal Example Despite the purported and perceived protection, which the enforced Rape Shield laws serves to give to the complainants, there may be some flaws in the laws itself, which may prejudice the interests of the defendant. The defendant may not be able to present his side of the story in front of the judge or to provide evidentiary support to prove his innocence in case where previous sexual conduct of the victim is not taken into consideration. Thus, false and unjust incarceration of the defendant may happen. The rape shield laws are deficient in some ways and specific amendments have to be brought into the rape shield laws to provide a fair and just decision to the defendant as well as the victim. Though the rape shield laws is an accepted statute, mainly for the purpose that it seeks to protect the victims of rape, yet, acceptance does not eradicate the contention that rape shield laws may have some inherent deficiencies that needs to be taken care of to make it a more acceptable and fai r form of legislation. The present research paper is devoted to explaining the deficiencies that are inherent in the rape shield laws, which may prejudice the legal rights of the defendant and at times even the victim. The basis of the contention is deficient and vague rape shield laws in different states, constitutional criticism of the rape shield law and failure of the laws to fulfill their purpose in exceptional cases where high profile is involved. 2. Vagueness of Rape Shield laws in Different States The rape shield laws in different States are different. There is no uniform set of laws like the Uniform Commercial Code, which may be applicable to all the states. This increases vagueness of the law itself. Each state has its own set of laws enacted with its own set of exceptions, sometimes distinct from that which is enacted in a particular state and sometimes completely different from other states. For instance, as per the Alabama statute any evidence relating to the past sexua l behavior of the complaining witness is admissible with an exception that evidence shall be admissible, when it is found that past sexual behavior directly involved the participation of the accused. On the other hand, though most states have in one way or another bared the admissibility of the past sexual conduct, however, the exceptions to such restriction is sometime less stringent and in some cases more stringent. In comparison to the exceptions to rape shield laws, which is in force in Alabama , the exceptions in Texas, Utah and Vermont are more stringent, as evidence is acceptable where probative value outweighs danger of unfair prejudice .1 This indicates while defendants in certain jurisdictions get better opportunities to prove their innocence while at other jurisdictions do not. 2. Constitutional criticism There are some inherent deficiencies in the rape shield laws despite its acceptance as an enacted law in all the states of US. The critics who seek to criticize the rape shield laws on the reasoning that it somehow violates the constitution propose that the rape shield laws are deficient in providing a fair trial to the defendant, it violates his right to cross-examine the victim or witnesses, it discriminates between sexes, it is an intrusion of the legislature into the judiciary and thus a violation of the doctrine of separation of powers and it is a vague form of law.2 In the forthcoming cases, the questions which arose to prove the constitutional violation of the rape shield laws were repeatedly nullified by the court. In a case, the question arose that whether not allowing the defendant to raise questions about the

Lincoln Electric Case Study Example | Topics and Well Written Essays - 1000 words

Lincoln Electric - Case Study Example As the discussion stresses  one of the major contributing factors towards the success of Lincoln Electric is its flexibility. The company does not believe in maintaining an official organization chart in order to offer high flexibility. The company’s easy and less complicated policy support s employees to go to anyone whom they think to be proficient enough in providing solutions to their problems offering a flexible organizational structure. Flexibility is considered to be an important factor for the success of any organization. Employees or workers should be given enough flexibility to work according to their own ways and convenience in order to be productive ensuring the superiority of the end products.This paper highlights that  an easy and less complex policy would remove the barriers among the workers and the executives and would facilitate smooth communication. Communication is quite important in organizations so that the problems can be communicated to the concerne d person and measures can be immediately taken to find a solution without largely hampering the manufacturing functions.  The company does not have any special policies or perks for the executives which promotes a sense of equality among the employees and in turn encourages a sense of responsibility in them.  The company handed over the control of management to various teams which facilitate them with the right to take decisions when necessary. This ensures a smooth flow of work, as employees need not wait for others to take decisions and then having to act accordingly. This triggers in them a sense of responsibility to perform better (Willcoxson, 2011). Another important factor is that employees are entitled to profit sharing as well as stock options based on individual as well as team performance (McGee & Et. Al., 2006). Employees are influenced to bring forward innovative ideas by the management which would enhance their productivity. The company constantly invests on trainin g as well as educating the employees to make certain effectual contributions towards business performance. The responsibilities given to the employees are also considered as significant factor. They include pay cuts and penalties in case of absenteeism which instill a sense of responsibility, the workers related to production needs to provide assurance regarding the quality of individual piece produced by them or else no payment is made against it and finally there are only few supervisors owing to which team work is promoted without any detailed supervision. Thus, the above mentioned factors can be considered as the major contributing factors for the company’s superior performance (Lussier, 2008). Understanding of the Factors Responsible for High Performance The high performance of Lincoln Electric is reliant on many external as well as internal factors. Flexibility, communication, incentive structure, policies, sense of equality and responsibility are the most important contributing

How Does The Drug Molly Work Essay Example | Topics and Well Written Essays - 1000 words

How Does The Drug Molly Work - Essay Example Ecstasy may be called a chemical cousin to Methamphetamine. Other names are Happy Pill, X, TC, Clarity, Love Drug, Adam (The Physiologic (Biologic) Basis of Drug Addiction). The powder may be injected, snores or ingested. The drug is usually used at clubs, discos, and concerts and in other places where people need to be energetic and fearless. The drug MDMA is very dangerous and may have really unknown consequences as sometimes each pill contains different combinations of mixed substances, which have various effects. As a rule the drug makes a person alert. Negative effects of the use may be nausea, high heart rate, muscle cramping, high blood pressure, faintness, chills, sweating, tremors, involuntary teeth clenching, muscle tension, hyperthermia or even death. Side effects include anxiety, depression, the feeling of sadness, paranoia, sleep problems, confusion, irritability, fatigue, feelings of empathy and emotional sensitivity, impaired attention, dizziness, loss of appetite, con stipation, aches and pains, exhaustion and drug craving. All these effects may last from several days to a week. High doses of Molly may seize and compromise the ability of the heart to maintain normal rhythms. Molly overdose leads to panic attacks, acute delirium, loss of consciousness, disorganized thinking, overresponsive or overreactive reflexes, circulatory shock, cardiac arrhythmia, cardiotoxicity, heart damage, brain damage, organ failure, coma or death. Being short for molecule, Molly is considered to be the purest MDMA, whereas Ecstasy is usually laced with caffeine, methamphetamine or other ingredients. The Drug Enforcement Administration finds that MDMA has a very high potential of risk, that is why the most controlled substance is and is not accepted in medical treatment (â€Å"Molly,† Powder or Crystal Form of MDMA, is Popular at Music Festivals). The drug is considered to be empathogenic of the phenethylamine and amphetamine classes. Molly refers to MDMA in a cr ystal form or powder and is the highest level of purity (MDMA). Chemical formula of the drug is C11H15NO2. This industrial chemical is used as the chemical synthesis intermediate in some chemical industries. TFMPP (Triflouromethylphenyl piperazine) became a legal alternative of Ecstasy or MDMA in 2001. Being combined with benzylpiperazine (BZP) the drug is often sold as ‘legal x’, ‘A2’ or ‘legal E’. The primary precursor for MDMA manufacturing is a slightly yellow or colorless liquid, which oily and extracted from the sassafras tree (the fruit or the root-bark). Different intermediates together with various synthetic methods help to convert safrole into MDMA. The most common way is via the MDP2P intermediate (3,4-methylenedioxyphenyl-2-propanone) (MDMA). The properties of Molly are similar to the effects of Ecstasy. In case of overdosing a person may have hallucinogenic reactions. As it is not known what quantities and substances of the drug ar e injected, the danger of using it is very high. The content of MDMA pills varies from one region to another and from one brand to another. Another problem is that the drug may contain such active substances as ephedrine, caffeine, amphetamine, mephedrone and others which may be cheap and of very low quality. Very often pills that are sold as ecstasy have no content of MDMA having a variety of undesirable substance and drugs instead. The

Marketing Exploratory Research Essay Example for Free

Marketing Exploratory Research Essay Researchers employ exploratory research when little is known about the topic and previous theories or ideas do not apply. For example, if you wanted to study how to get students to use the computer lab in a college environment, you might first have to do exploratory research to figure out which students might need the lab and what appeals to this demographic. Exploratory research clarifies problems, gathers data and creates initial hypothesis and theories about subjects. The primary point of exploratory research is to give researchers pertinent information and help them to form initial hypotheses about the subject. Exploratory research is challenging in the sense that it tackles vaguely defined hypothesis and tries to find answers to questions. This kind of research is social in nature and requires some preliminary work in the direction of the research. In fact, sociologist Earl Babbie treats exploratory as the purpose of the research saying this kind of research proves to be useful when the hypothesis has yet not been formed or developed. There are certain basic premises that need to be tested at the start of an exploratory research. With the help of these hypotheses, the researcher hopes to arrive at more generalizations. Exploratory research is a form of research conducted for a problem that has not been clearly defined. Exploratory research helps determine the best research design, data collection method and selection of subjects. It should draw definitive conclusions only with extreme caution. Given its fundamental nature, exploratory research often concludes that a perceived problem does not actually exist. Exploratory research often relies on secondary research such as reviewing available literature and/or data, or qualitative approaches such as informal discussions with consumers, employees, management or competitors, and more formal approaches through in-depth interviews, focus groups, projective methods, case studies or pilot studies. The Internet allows for research methods that are more interactive in nature. For example, RSS feeds efficiently supply researchers with up-to-date information; major search engine search results may be sent by email to researchers by services such as Google Alerts; comprehensive search results are tracked over lengthy periods of time by services such as Google Trends; and websites may be created to attract worldwide feedback on any subject. When the purpose of research is to gain familiarity with a phenomenon or acquire new insight into it in order to formulate a more precise problem or develop hypothesis, the exploratory studies ( also known as formulative research ) come in handy. If the theory happens to be too general or too specific, a hypothesis cannot to be formulated. Therefore a need for an exploratory research is felt to gain experience that will be helpful in formulative relevant hypothesis for more definite investigation Descriptive Research Descriptive research is done with a specific research question in mind. It gives a set view of the subject, population, market segment or problem. An example of descriptive research would be a report that provides an age and gender breakdown of the users of a particular online service. Descriptive research provides research questions, populations or methods of analysis before the research is started. In marketing, it often consists of longitudinal studies, which study the behavior of individuals over time, and cross-sectional studies, which examine many populations at one specific time. As the name implies, a descriptive research is descriptive in nature and gathers statistics, which is later carefully studied to arrive at conclusions. In fact, descriptive research often leads to formulation of hypothesis as collation and analysis of data produces conclusions that form the basis of another research. So, if there is a research about the use of alcohol among teenagers, it typically begins with collection of data that is descriptive in nature and lets people know the age and drinking habits of students. Descriptive research is helpful for calculations and to arrive at statistical tools such as median, averages, and frequencies. Descriptive research, also known as statistical research, describes data and characteristics about the population or phenomenon being studied. However, it does not answer questions about e.g.: how/when/why the characteristics occurred, which is done under analytic research. Although the data description is factual, accurate and systematic, the research cannot describe what caused a situation. Thus, Descriptive research cannot be used to create a causal relationship, where one variable affects another. In other words, descriptive research can be said to have a low requirement for internal validity. The description is used for frequencies, averages and other statistical calculations. Often the best approach, prior to writing descriptive research, is to conduct a survey investigation. There are three main types of descriptive methods: observational methods, case-study methods and survey methods. Observational Method With the observational method (sometimes referred to as field observation) animal and human behavior is closely observed. There are two main categories of the observational method — naturalistic observation and laboratory observation. The biggest advantage of the naturalistic method of research is that researchers view participants in their natural environments. This leads to greater ecological validity than laboratory observation, proponents say. Ecological validity refers to the extent to which research can be used in real-life situations. Proponents of laboratory observation often suggest that due to more control in the laboratory, the results found when using laboratory observation are more meaningful than those obtained with naturalistic observation. Laboratory observations are usually less time-consuming and cheaper than naturalistic observations. Of course, both naturalistic and laboratory observation are important in regard to the advancement of scientific knowledge. Case Study Method Case study research involves an in-depth study of an individual or group of indviduals. Case studies often lead to testable hypotheses and allow us to study rare phenomena. Case studies should not be used to determine cause and effect, and they have limited use for making accurate predictions. There are two serious problems with case studies — expectancy effects and atypical individuals. Expectancy effects include the experimenter’s underlying biases that might affect the actions taken while conducting research. These biases can lead to misrepresenting participants’ descriptions. Describing atypical individuals may lead to poor generalizations and detract from external validity. Survey Method Survey method research, participants answer questions administered through interviews or questionnaires. After participants answer the questions, researchers describe the responses given. In order for the survey to be both reliable and valid it is important that the questions are constructed properly. Questions should be written so they are clear and easy to comprehend. What is the difference between Descriptive and Exploratory Research? †¢ Descriptive research, being quantitative in nature, is restrictive in terms of open ended questions, which can be better answered using exploratory research. †¢ Flexibility of design is offered by exploratory research more than by descriptive research. †¢ Descriptive research is used more to arrive at statistical tools such as mean, average, median and frequency. On the other hand, exploratory research allows the researcher to develop designs that are more qualitative in nature. †¢ The amount of information known to the researcher at the start of the research plays an important role in deciding upon the type of research. With only vague ideas in the minds of the researcher, it is better to go for exploratory design. On the other hand, more information such as quantitative data allows a researcher to go for descriptive research that leads to unearthing causal relationships. †¢ Exploratory research needs to be conducted first to have a platform that allows for collation of data required in descriptive research.