...PRINCIPLES 2 A.) Efficiency and Other Concepts 2 B.) Agency and Partnership Law 2 II.) INTRODUCTION TO THE CORPORATE FORM 16 A.) Formation and Structure 16 B.) Debt, Equity, and Valuation 22 III.) CONTROL OF CORPORATE DECISIONS 32 A.) The Role of the Shareholder 32 B.) Management Obligations 50 1.) Duty of Care 51 2.) Duty of Loyalty 56 3.) Duty of Fairness: Parent-Subsidiary Relationships 63 4.) Duty of Good Faith 64 5.) Management Obligations Under Federal Securities Laws 67 C.) Shareholder Litigation 76 IV.) Structural Changes 85 A.) Transactions in Control 85 B.) Mergers and Acquisitions 86 1.) Mergers 87 2.) Sale of Assets 93 3.) Asset Purchase or Tender Offer 94 C.) Public Control Contests 96 1.) The Poison Pill 100 2.) Enhanced Review When Business is Up for Sale 103 3.) Proxy Contests for Corporate Control 106 4.) Protecting the Deal: Shareholder Lockup Agreements 109 I.) INTRODUCTORY PRINCIPLES • Definitions o Corporate Law: The allocation of rights and power within a corporation; the internal body of law ▪ Addresses the creation of economic wealth through the facilitation of voluntary, ongoing collective action ▪ Flexible- expectation that market discipline will weed out what is not working ▪ Principle aim- reduce agency costs of all sorts o Securities Law: Regulates capital markets that corporations use to obtain funding o Firm: A form of business relation...
Words: 62796 - Pages: 252
...FREEZING OUT BEN & JERRY: CORPORATE LAW AND THE SALE OF A SOCIAL ENTERPRISE ICON Antony Page* & Robert A. Katz**† INTRODUCTION The perfect duo. Ice cream and chunks. Business and social change. Ben and Jerry.1 Nobody wants to end up like Ben and Jerry’s, where soon after a multinational acquired it, key facets of its social mission were cut from the company.2 Ben & Jerry’s Homemade, Inc. was once the darling of proponents of social enterprise and social entrepreneurship.3 It was a for-profit corporation that seemingly did not put profits first. Rather, it pursued, in the parlance, a “double bottom” line, seeking to advance progressive social goals, while still yielding an acceptable financial return for investors. It advanced its social mission in many ways, such as by committing 7.5% of its profits to a charitable foundation; conducting in-store voter registration; and buying ingredients from suppliers who employed disadvantaged populations.4 Ben & Jerry’s founders, Ben Cohen and Jerry Greenfield, held out their double bottom line approach (they called it the “double-dip”) as a model for others who wished to “Lead With [their] Values and Make Money, Too.”5 * Professor of Law at Indiana University School of Law—Indianapolis. ** Professor of Law at Indiana University School of Law—Indianapolis and Professor of Philanthropic Studies at the Indiana University Center on Philanthropy. † Thanks to the organizers of the symposium “Corporate Creativity: The Vermont L3C & Other...
Words: 21309 - Pages: 86
...re tu ra li CAPE Modern te ng Languages Literatures nE e siniEnglish ur e at l er g it En sin ur e at er it L Caribbean Examinations Council ® SYLLABUS SPECIMEN PAPER CSEC® SYLLABUS,MARK SCHEME SPECIMEN PAPER, MARK SCHEME SUBJECT REPORTS AND SUBJECT REPORTS Macmillan Education 4 Crinan Street, London, N1 9XW A division of Macmillan Publishers Limited Companies and representatives throughout the world www.macmillan-caribbean.com ISBN 978-0-230-48228-9 © Caribbean Examinations Council (CXC ®) 2015 www.cxc.org www.cxc-store.com The author has asserted their right to be identified as the author of this work in accordance with the Copyright, Design and Patents Act 1988. First published 2014 This revised version published 2015 Permission to copy The material in this book is copyright. However, the publisher grants permission for copies to be made without fee. Individuals may make copies for their own use or for use by classes of which they are in charge; institutions may make copies for use within and by the staff and students of that institution. For copying in any other circumstances, prior permission in writing must be obtained from Macmillan Publishers Limited. Under no circumstances may the material in this book be used, in part or in its entirety, for commercial gain. It must not be sold in any format. Designed by Macmillan Publishers Limited Cover design by Macmillan Publishers Limited and Red Giraffe CAPE® Literatures...
Words: 121889 - Pages: 488
...Employers, job seekers, and puzzle lovers everywhere delight in William Poundstone's HOW WOULD YOU MOVE MOUNT FUJI? "Combines how-to with be-smart for an audience of job seekers, interviewers, Wired-style cognitive science hobbyists, and the onlooking curious. . . . How Would You Move Mount Fuji? gallops down entertaining sidepaths about the history of intelligence testing, the origins of Silicon Valley, and the brain-jockey heroics of Microsoft culture." — Michael Erard, Austin Chronicle "A charming Trojan Horse of a book While this slim book is ostensibly a guide to cracking the cult of the puzzle in Microsoft's hiring practices, Poundstone manages to sneak in a wealth of material on the crucial issue of how to hire in today's knowledge-based economy. How Would You Move Mount Fuji? delivers on the promise of revealing the tricks to Microsoft's notorious hiring challenges. But, more important, Poundstone, an accomplished science journalist, shows how puzzles can — and cannot — identify the potential stars of a competitive company.... Poundstone gives smart advice to candidates on how to 'pass' the puzzle game.... Of course, let's not forget the real fun of the book: the puzzles themselves." — Tom Ehrenfeld, Boston Globe "A dead-serious book about recruiting practices and abstract reasoning — presented as a puzzle game.... Very, very valuable to some job applicants — the concepts being more important than the answers. It would have usefulness as well to interviewers with...
Words: 78201 - Pages: 313
...TeA M YYe PG Digitally signed by TeAM YYePG DN: cn=TeAM YYePG, c=US, o=TeAM YYePG, ou=TeAM YYePG, email=yyepg@msn .com Reason: I attest to the accuracy and integrity of this document Date: 2005.07.04 23:45:43 +08'00' ������������ Want to learn more? We hope you enjoy this McGraw-Hill eBook! If you’d like more information about this book, its author, or related books and websites, please click here. HOW TO ACE THE BRAINTEASER INTERVIEW JOHN KADOR M C G R AW- H I L L N E W YO R K MADRID C H I C AG O SAN FRANCISCO MILAN SYDNEY LISBON TO RO N TO LONDON S A N J UA N MEXICO CITY SEOUL NEW DELHI SINGAPORE Copyright © 2005 by John Kador. All rights reserved. Manufactured in the United States of America. Except as permitted under the United States Copyright Act of 1976, no part of this publication may be reproduced or distributed in any form or by any means, or stored in a database or retrieval system, without the prior written permission of the publisher. 0-07-144606-0 The material in this eBook also appears in the print version of this title: 0-07-144001-1. All trademarks are trademarks of their respective owners. Rather than put a trademark symbol after every occurrence of a trademarked name, we use names in an editorial fashion only, and to the benefit of the trademark owner, with no intention of infringement of the trademark. Where such designations appear in this book, they have been printed with initial caps. McGraw-Hill eBooks are available at special...
Words: 77414 - Pages: 310
...Abstract Raves have historically referred to grass-roots organized, anti-establishment and unlicensed all night dance parties, featuring electronically-produced dance music (EDM), such as techno, house, trance and drum and bass. Since their late 1980s origins in the U.K., raves have gained widespread popularity and transformed dramatically. Consequently, their many cultural traits and behaviors have garnered much sociological interest, which mostly falls into two competing perspectives: cultural studies and public health. In this paper, we review what raves look like today compared to their high point in the 1990s. We then discuss how the cultural studies and public health perspectives define raves and have studied them over time, focusing on the “pet” sociological concepts each has sought to advance. Our analysis of these literatures reveals important differences in rave research by country and over time. We end by discussing the politics associated with the shift in rave research. Introduction Society has been greatly influenced by many alternative scenes, subcultures, or lifestyles oriented around music, youth and young adults (Epstein 1998). Some of the more notable ones include the English punk scene in the 1970s- 1980s, the U.S. jazz (1930s-1940s) and hippie scenes (1970s), and the 1990s rave scenes in the U.K. and U.S. From them have come musical innovation, social identity, fashion and other aesthetic nuances, and mainstream and alternative cultural production...
Words: 9746 - Pages: 39
...JAN REVIEW PAPER Directly observed therapy and tuberculosis: how can a systematic review of qualitative research contribute to improving services? A qualitative meta-synthesis Jane Noyes1 & Jennie Popay2 Accepted for publication 29 September 2006 Jane Noyes DPhil MSc RN RSCN Professor of Nursing Research, Co-Convenor Cochrane Qualitative Research Methods Group University of Wales, Bangor, UK Jennie Popay MA Professor of Sociology and Public Health, Co-Convenor Cochrane Qualitative Research Methods Group Institute for Health Research, Lancaster University, Lancaster, UK Correspondence to Jane Noyes: e-mail: jane.noyes@bangor.ac.uk 2 1 N O Y E S J . & P O P A Y J . ( 2 0 0 7 ) Directly observed therapy and tuberculosis: how can a systematic review of qualitative research contribute to improving services? A qualitative meta-synthesis. Journal of Advanced Nursing 57(3), 227–243 doi: 10.1111/j.1365-2648.2006.04092.x Abstract Title. Directly observed therapy and tuberculosis: how can a systematic review of qualitative research contribute to improving services? A qualitative meta-synthesis Aim. This paper reports the findings from a qualitative meta-synthesis concerning people with, or at risk of, tuberculosis, service providers and policymakers and their experiences and perceptions of tuberculosis and treatment. Background. Directly observed therapy is part of a package of interventions to improve tuberculosis treatment and adherence. A Cochrane systematic review...
Words: 12780 - Pages: 52
...Reading the Novel in English 1950–2000 i RTNA01 1 13/6/05, 5:28 PM READING THE NOVEL General Editor: Daniel R. Schwarz The aim of this series is to provide practical introductions to reading the novel in both the British and Irish, and the American traditions. Published Reading the Modern British and Irish Novel 1890–1930 Reading the Novel in English 1950–2000 Daniel R. Schwarz Brian W. Shaffer Forthcoming Reading the Eighteenth-Century Novel Paula R. Backscheider Reading the Nineteenth-Century Novel Harry E. Shaw and Alison Case Reading the American Novel 1780–1865 Shirley Samuels Reading the American Novel 1865–1914 G. R. Thompson Reading the Twentieth-Century American Novel James Phelan ii RTNA01 2 13/6/05, 5:28 PM Reading the Novel in English 1950–2000 Brian W. Shaffer iii RTNA01 3 13/6/05, 5:28 PM © 2006 by Brian W. Shaffer BLACKWELL PUBLISHING 350 Main Street, Malden, MA 02148-5020, USA 9600 Garsington Road, Oxford OX4 2DQ, UK 550 Swanston Street, Carlton, Victoria 3053, Australia The right of Brian W. Shaffer to be identified as the Author of this Work has been asserted in accordance with the UK Copyright, Designs, and Patents Act 1988. All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, except as permitted by the UK Copyright, Designs, and...
Words: 123617 - Pages: 495
...Кухаренко В.А. Практикум з стилістики англійської мови: Підручник. – Вінниця. «Нова книга», 2000 - 160 с. CONTENTS FOREWORD...............................................................................…………………………………………... 2 PRELIMINARY REMARKS.....................................................………………………………………….. 3 CHAPTER I. PHONO-GRAPHICAL LEVEL. MORPHOLOGICAL LEVEL…............................... 13 Sound Instrumenting. Craphon. Graphical Means…………………………………………………………...6 Morphemic Repetition. Extension of Morphemic Valency………………………………………………….11 CHAPTER II. LEXICAL LEVEL..............................................……………………………………….…14 Word and its Semantic Structure…………………………………………………………………………….14 Connotational Meanings of a Word………………………………………………………………………….14 The Role of the Context in the Actualization of Meaning…………………………………………………….14 Stylistic Differentiation of the Vocabulary…………………………………………………………………..16 Literary Stratum of Words. Colloquial Words…..…………………………………………………………..16 Lexical Stylistic Devices…………………………………………………………………………………….23 Metaphor. Metonymy. Synecdoche. Play on Words. Irony. Epithet…………………………………………23 Hyperbole. Understatement. Oxymoron. ……………………………………………………………………23 CHAPTER III. SYNTACTICAL LEVEL..................................…………………………………………38 Main Characteristics of the Sentence. Syntactical SDs. Sentence Length…………………………………..38 One-Word Sentences. Sentence Structure. Punctuation. Arrangement...
Words: 57354 - Pages: 230
...Кухаренко В. А. Практикум з стилістики англійської мови: Підручник. — Вінниця: Нова книга, 2000. — 160 с. Кухаренко Валерия Андреевна, д.ф.н., проф., кафедра лексикологии и стилистики английского языка факультетеа РГФ ОНУ им. И. И. Мечникова CONTENTS FOREWORD...............................................................................…………………………………………... 2 PRELIMINARY REMARKS.....................................................………………………………………….. 3 CHAPTER I. PHONO-GRAPHICAL LEVEL. MORPHOLOGICAL LEVEL…............................... 13 Sound Instrumenting. Graphon. Graphical Means…………………………………………………………...6 Morphemic Repetition. Extension of Morphemic Valency………………………………………………….11 CHAPTER II. LEXICAL LEVEL..............................................……………………………………….…14 Word and its Semantic Structure…………………………………………………………………………….14 Connotational Meanings of a Word………………………………………………………………………….14 The Role of the Context in the Actualization of Meaning…………………………………………………….14 Stylistic Differentiation of the Vocabulary…………………………………………………………………..16 Literary Stratum of Words. Colloquial Words…..…………………………………………………………..16 Lexical Stylistic Devices…………………………………………………………………………………….23 Metaphor. Metonymy. Synecdoche. Play on Words. Irony. Epithet…………………………………………23 Hyperbole. Understatement. Oxymoron. ……………………………………………………………………23 CHAPTER III. SYNTACTICAL LEVEL..................................…………………………………………38 Main Characteristics...
Words: 56594 - Pages: 227
...John Keats John Keats (/ˈkiːts/ 31 October 1795 – 23 February 1821) was an English Romantic poet. He was one of the main figures of the second generation of Romantic poets, along with Lord Byron and Percy Bysshe Shelley, despite his work having been in publication for only four years before his death.[1] Although his poems were not generally well received by critics during his lifetime, his reputation grew after his death, and by the end of the 19th century, he had become one of the most beloved of all English poets. He had a significant influence on a diverse range of poets and writers. Jorge Luis Borges stated that his first encounter with Keats was the most significant literary experience of his life.[2] The poetry of Keats is characterised by sensual imagery, most notably in the series of odes. This is typical of romantic poets, as they aimed to accentuate extreme emotion through the emphasis of natural imagery. Today his poems and letters are some of the most popular and most analysed in English literature. 1 1.1 Biography Life mask of Keats by Benjamin Haydon, 1816 Early life John Clarke’s school in Enfield, close to his grandparents’ house. The small school had a liberal outlook and a progressive curriculum more modern than the larger, more prestigious schools.[11] In the family atmosphere at Clarke’s, Keats developed an interest in classics and history, which would stay with him throughout his short life. The headmaster’s son, Charles Cowden Clarke, also became an important...
Words: 11118 - Pages: 45
...Alita Fonseca Balbi “The Less Deceived”: Subjectivity, Gender, Sex and Love in Sylvia Plath's and Philip Larkin's Poetry Belo Horizonte Faculdade de Letras Universidade Federal de Minas Gerais 2012 i “The Less Deceived”: Subjectivity, Gender, Sex and Love in Sylvia Plath's and Philip Larkin's Poetry by Alita Fonseca Balbi Submitted to the Programa de Pós-graduação em Letras: Estudos Literários in partial fulfillment of the requirements for the degree of Mestre em Literaturas de Expressão Inglesa. Thesis Advisor: Sandra Regina Goulart Almeida, PhD Belo Horizonte Faculdade de Letras Universidade Federal de Minas Gerais 2012 ii ACKNOWLEDGMENTS To my father, Tadeu, for always reminding me of the importance of having dreams and being true to them; for motivating me to be creative and to believe in my potential; and for teaching me to seek beauty and happiness in everything I see and do. To my mother, Socorro, for always making sure I enjoy all the possibilities that cross my path, and for reminding me that hard work is the only means to achieve my goals. To my brothers, Bruno and Diego, for being my best friends. To my sister-in-law, Sabrina, for embracing me as family and making me feel at home even when I’m not. To Paulo, for his company, for his love and care, and for all his witty remarks. To the professors of Letras, Julio Jeha, José dos Santos, Eliana Lourenço and Gláucia Renates, for being extraordinary professors, and for all the knowledge each...
Words: 44492 - Pages: 178
...A BRIEF CONTENTS PART 1 • GETTING STARTED 1. Becoming a Public Speaker 2. From A to Z: Overview of a Speech 3. Managing Speech Anxiety 4. Ethical Public Speaking 5. Listeners and Speakers 1 2 8 1 4 23 30 PART 2 • DEVELOPMENT 6. Analyzing the Audience 7. Selecting a Topic and Purpose 8. Developing Supporting Material 9. Locating Supporting Material 10. Doing Effective Internet Research 1 Citing Sources in Your Speech 1. 36 37 49 57 64 73 83 PART 3 • ORGANIZATION 1 Organizing the Speech 2. 1 Selecting an Organizational Pattern 3. 1 Outlining the Speech 4. 92 93 103 1 10 PART 4 • STARTING, FINISHING, AND STYLING 15. Developing the Introduction and Conclusion 16. Using Language 1 22 1 23 1 31 PART 5 • DELIVERY 1 Choosing a Method of Delivery 7. 18. Controlling the Voice 19. Using the Body 1 39 1 40 1 44 1 48 PART 6 • PRESENTATION AIDS 20. Types of Presentation Aids 21. Designing Presentation Aids 22. A Brief Guide to Microsoft PowerPoint 154 155 161 164 PART 7 • TYPES OF SPEECHES 23. Informative Speaking 24. Persuasive Speaking 25. Speaking on Special Occasions 1 74 1 75 188 21 7 PART 8 • THE CLASSROOM AND BEYOND 230 26. Typical Classroom Presentation Formats 27. Science and Mathematics Courses 28. Technical Courses 29. Social Science Courses 30. Arts and Humanities Courses 31. Education Courses 32. Nursing and Allied Health Courses 33. Business Courses and Business Presentations 34. Presenting in Teams 35. Communicating in Groups 231 236 240 243 246 248 25 1 253 258...
Words: 104318 - Pages: 418
...This text was adapted by The Saylor Foundation under a Creative Commons Attribution-NonCommercial-ShareAlike 3.0 License without attribution as requested by the work’s original creator or licensee. Saylor URL: http://www.saylor.org/books Saylor.org 1 Preface Writing is often a challenge. If you were ever challenged to express yourself via the written word, this book is for you. Writing for Success is a text that provides instruction in steps, builds writing, reading, and critical thinking, and combines comprehensive grammar review with an introduction to paragraph writing and composition. Beginning with the sentence and its essential elements, this book addresses each concept with clear, concise, and effective examples that are immediately reinforced with exercises and opportunities to demonstrate learning. Each chapter allows students to demonstrate mastery of the principles of quality writing. With its incremental approach, this book can address a range of writing levels and abilities, helping each student prepare for the next writing or university course. Constant reinforcement is provided through examples and exercises, and the text involves students in the learning process through reading, problem solving, practicing, listening, and experiencing the writing process. Each chapter also has integrated examples that unify the discussion and form a common, easy-tounderstand basis for discussion and exploration. This will put students at ease and allow for greater...
Words: 171477 - Pages: 686
...‘ THE BUSINESS OF MASS MEDIA Advertising and Commercial Culture 345 Early Developments in American Advertising 351 The Shape of U.S. Advertising Today 359 Persuasive Techniques in Contemporary Advertising 366 Commercial Speech and Regulating Advertising 374 Advertising, Politics, and Democracy Back in 1993, the trade magazine Adweek wrote about “The Ultimate Network”— something called the Internet: “Advertisers and agencies take note: It has the potential to become the next great mass/personal medium.”1 The prediction was correct, if not understated. The Internet has become a huge medium for advertisers, targeting audiences more precisely than any medium before it. Yet, none of the venerable ad agencies at that time could have guessed that an Internet start-up—Google— would become bigger than the leading multinational advertising holding companies like Omnicom, WPP, Interpublic, and Publicis. Nearly 99 percent of Google’s $16.6 billion revenue in 2007 came from advertising. THE BUSINESS OF MASS MEDIA B 343 ‘ ADVERTISING However, Google is different from the Madison Avenue agencies. It doesn’t design witty, slick ad campaigns. Instead, it facilitates the dull but effective text-based sponsored links that appear in Google searches or on affiliated sites. “We are in the really boring part of the business…the boring big business,” Google’s CEO Eric Schmidt says.2 What Google’s ads lack in creativity, they make up in precision. Google’s AdWords advertising...
Words: 19085 - Pages: 77
