...After the Fire is a non profit corporation geared towards helping convicted felons become accustomed to life after prison. The goal of the organization is to assist participants to change negative patterns of thinking, feeling and behaviors that predispose them to negative actions such as drug abuse, criminal activities and anti-social behaviors. After the Fire’s mission comes is three-fold. The first is to provide a range of direct hands-on constituent services including but not limited to counseling and referral on education services and employment. The second is fundamentally directed towards planning and development with an emphasis on business planning and job training. The third area of importance is community relations and advocacy for issues of importance for the community. The program represents an entirely new opportunity to place the heavy emphasis on the period of transition from incarceration to the community. It’s Time to Change is a highly collaborative effort that is geared toward stopping the ever rising number of men and women who are incarcerated and re-incarcerated in the state of Ohio. This is accomplished by reducing the offenders’ likelihood of reoffending and improving their re entry into society and post release success. It’s Time to Change represents an exceptional approach for meeting statutory purposes and requirements. The fundamental purpose in establishing and operating the program is to reduce recidivism of men and women released from...
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...After the Fire is a non profit corporation geared towards helping convicted felons become accustomed to life after prison. The goal of the organization is to assist participants to change negative patterns of thinking, feeling and behaviors that predispose them to negative actions such as drug abuse, criminal activities and anti-social behaviors. After the Fire’s mission comes is three-fold. The first is to provide a range of direct hands-on constituent services including but not limited to counseling and referral on education services and employment. The second is fundamentally directed towards planning and development with an emphasis on business planning and job training. The third area of importance is community relations and advocacy for issues of importance for the community. The program represents an entirely new opportunity to place the heavy emphasis on the period of transition from incarceration to the community. It’s Time to Change is a highly collaborative effort that is geared toward stopping the ever rising number of men and women who are incarcerated and re-incarcerated in the state of Ohio. This is accomplished by reducing the offenders’ likelihood of reoffending and improving their re entry into society and post release success. It’s Time to Change represents an exceptional approach for meeting statutory purposes and requirements. The fundamental purpose in establishing and operating the program is to reduce recidivism of men and women released from...
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...CARTER v. HUCKS-FOLLISS, 131 N.C. App. 145, 500 S.E.2d 177 (1998) Relevant facts: The Moore General hospital is the defendant and the Carter's are the plaintiffs. This case is against the defendant's plea for a summary judgment. The plaintiff underwent a neurosurgery at the defendant hospital and it was performed by Dr. Folliss who has medical staff privileges at the hospital. Due to Dr. Folliss's negligence the plaintiff sustained quadri paresis, painful injuries and disfigurement. The plaintiff commenced action against the defendant hospital in granting clinical privileges to Dr.Folliss who was not board certified, in failing to ascertain if he was eligible to perform neurosurgery and in failing to adhere to the standards of JCAHO. Issue: Is the defendant hospital responsible for the harm caused to plaintiff in not adhering to standards of JCAHO. Holding decision: The appellate court reversed and remanded the summary judgment. Analysis/ Reasoning: The defendant hospital was accredited by JCAHO and as per JCAHO regulations anyone having surgical privileges at the hospital should be board certified. But Dr. Folliss had the surgical privileges and it was renewed even though he wasn't board certified and was not eligible for the exams anymore. The hospital did not take any action to ascertain if Dr. Folliss has taken and cleared the exam and hence it did not adhere to the JCAHO regulations Concur/Dissent: I concur with the decision of the court. SOKOL v. AKRON GENERAL MEDICAL...
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...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 that has a temporal dimension, a social identity, and a separate pool of dedicated assets Efficiency and Other Concepts • Efficiency is the primary objective of business law (fairness objectives, like protecting the environment, are dealt with through other bodies of law) o Economic Efficiency: The extent to which the law enables...
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...Study Notes for Exam Ch 1. Advantages and disadvantages of the different forms of organization. The difference between partnerships and corporations. Also read about agency conflicts. Forms of business Proprietorship Advantages * it is easily and inexpensively formed * it is subject to few government regulations, and * its income is not subject to corporate taxation but is taxed as part of the proprietor’s personal income. Disadvantages * it may be difficult for a proprietorship to obtain the capital needed for growth * the proprie- tor has unlimited personal liability for the business’s debts, which can result in losses that exceed the money invested in the company (creditors may even be able to seize a proprietor’s house or other personal property!); and * the life of a proprietorship is limited to the life of its founder Partnership-two or more ppl conduct a non-corporate business for profit. Advantages * general partners have unlimited liability * option of limited liability – one general partner and others are limited partners * one person is liable for the debts of the partnership Disadvantages * limited partners typically have no control—it rests solely with the general partners—and their returns are likewise limited * partners can potentially lose all of their personal assets because all partners are liable for the business debts Corporation-a legal entity under state law and is separate from mangers and owners...
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...Business Associations Outline 1. Agency a. Creating the Agency Relationship i. agent and principal enter into an agreement (not required to be in writing....no K required) in which the agent acts on the principal’s behalf in entering K’s etc…. 1. if done within the scope of the agency (enter into K, etc…) anything done by the agent is binding on the principal 1. principal may be liable in K, tort, property, etc…. (Vicarious liability) ii. question of agency is a factual matter to be determined as a “matter of fact” b. Res 3d Agency 1.01 (definition of “Agency”) i. Agency relationship created when (First Question to ask when dealing with agency) 1. The principal manifests assent to have the agent act on the principal’s behalf and under the principal’s control; and 2. The agent manifests assent or otherwise consents so to act 1. When agency exists the principles of attribution bind’s the principals to agents dealings with third parties 2. manifestation need not be by words (spoken or written), it may be created by conduct/actions i. Agent rx believes that Principal has manifested assent, and has rx accepted ii. (Notes….Legal Consequences of Agency) 1. Inward Looking Consequences: relate to the relationship between the principal and the agent and are largely governed by the contracts between the parties and by the law of fiduciary duties 2. Outward Looking Consequences: relates to the relationship among the principal, the agent, and a third party and are governed...
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...2014 ANNUAL REPORT AND PROXY STATEMENT Chipot le Mexican Grill, Inc. 1 401Wynkoop Street, Suite 500 en er, 0 0 arch , 01 5 DEAR FELLOW SHAREHOLDERS: When we set as our mission to change the way people think about and eat fast food, we knew it was a big and dif cult, but ery important, goal n establishing this mission for hipotle, we belie ed that we had a food culture and a people culture that would allow us to create a new fast food model, and unit economics that would enable us to do this in a way that was pro table and that would pro ide outstanding returns to our shareholders hroughout , we ha e seen increasing e idence that our ision is becoming reality idence of hipotle s continued leadership and in uence comes in many forms, from our ongoing uest to make the ery best tasting food we can made with the ery best ingredients and prepared using classical cooking techni ues to the strengthening of our people culture, strengthening of consumer trends that support our business model, our in uence on the category and our performance relati e to the industry as a whole uring the year, in our pursuit for better ingredients we ser ed more esponsibly aised® meat (from animals raised in more humane ways and without the use of antibiotics or added hormones) than any other restaurant company We continued to use dairy products made with milk from pastured dairy cattle We remain committed to our program of using local and organically grown produce whene er possible nd we continued to make...
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...CHAPTER 15 Debt and Equity Capital Review Questions 15–1 A trust indenture is drawn to protect the position of bondholders by imposing restrictions upon the borrowing corporation. One of the most common of these restrictions is that the company must not declare dividends that would cause the working capital to fall below a specified amount. An overly generous dividend policy could leave the company so short of cash as to endanger the position of bondholders. 15–2 Restrictions commonly imposed on a borrowing company by long-term creditors relate to (a) dividend payments, (b) acquisition of property and equipment, (c) increases in managerial compensation and (d) acquisition of additional debt. Such actions are usually permitted only if they will not reduce the current ratio and amount of working capital below specified levels, or increase the debt to equity ratio above a specified level. Creation of a sinking fund is another common requirement designed to assure that cash will be available to pay the long-term debt at maturity. 15–3 The trustee protects the interests of the bondholders by accounting for the issuance and redemption of bond certificates, determining that provisions of the borrowing agreement are observed by the corporation, and reporting periodically on the amount of the liability and of any related sinking fund. This work by the trustee leaves little opportunity for either error or fraud in the issuance, servicing, or redemption of bonds...
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...FIDUCIARY DUTIES AND OTHER RESPONSIBILITIES OF CORPORATE DIRECTORS AND OFFICERS Morrison & Foerster LLP Christopher M. Forrester Celeste S. Ferber RR DONNELLEY EZ START XBRL We Tag. You Validate. We File. With the release of the proposed rule, the SEC will require the use of XBRL for financial reporting starting as early as 2009 for some companies. RR Donnelley is uniquely qualified to give you guidance on how your company can prepare for the SEC mandate. As the market leader in XBRL filings, we have been helping leading companies successfully tag and file XBRL financials since the inception of the SEC Voluntary Filing Program. RR Donnelley’s proven EZ Start XBRL full-service solution is designed to save you crucial time. With EZ Start, we do the initial tagging for you, reducing the time spent mapping and validating XBRL tags to under ten hours. Our goal is to transfer knowledge to your financial team to ensure a firm understanding of the taxonomies, mapping process and SEC requirements. To learn more, visit www.tryxbrl.com. FIDUCIARY DUTIES AND OTHER RESPONSIBILITIES OF CORPORATE DIRECTORS AND OFFICERS MORRISON & FOERSTER LLP Christopher M. Forrester Celeste S. Ferber RR Donnelley Global Capital Markets Copyright© 2008 Morrison & Foerster LLP (No claim to original U.S. Government works) 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...
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...Abstract The present paper aims at reviewing the various developments in Corporate Governance in India. Corporate Governance has gained a lot of importance and momentum the world over. The objective of any corporate governance system is to simultaneously improve corporate performance and accountability as a means of attracting financial and human resources on the best possible terms and of preventing corporate failure. In short Corporate Governance is about promoting corporate fairness, transparency and accountability. Keywords: Corporate Governance (CG) Security and Exchange Board of India (SEBI) Stakeholders Clause 49 OECD principles Chapter: 1 INTRODUCTION 1.1 Prelude Corporate governance (CG) has emerged as a very important ideal. The reason is, today companies are substantially contributing to the overall growth and development, particularly in emerging economies such as India and a healthy investment environment is vital. The corporate form of business has succeeded gradually and expanded worldwide. However, not all companies are managed successfully. There has been a spree of corporate frauds worldwide, e.g., Enron in the United States and Satyam Computers in India. The latter had accounting and auditing flaws apart from lack of accountability and oversight by Independent Directors at Board meetings. There was no whistle-blowing in case of Satyam Computers unlike Enron. The Satyam Computers revelation was an outcome of a takeover...
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...Overview", raised and discussed few pertinent questions about Good governance and whether it matters to the corporations. He says it is required to be studied that whether good governance creates sustainable value to companies and shareholders, does it mitigate their vulnerability to business risk and whether investors and stakeholders do care to see that their corporate connections are well governed or not? To answer these questions he referred some of the prior studies and suggested that the academic evidence and opinion on the relationship of good governance and good performance are mixed. He identified three categories of research i.e., opinion based research, focus...
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...Definition of an Organization: regularized procedures that focus on a desired outcome -examples: corporations, hospitals, churches, armies, government agencies, clubs (some) -usually have: explicit purpose; rules, routines, meetings, and schedules; titles and job descriptions; material assets such as money, equipment, real estate -may or may not have: formal requirements for membership; dues; oath of allegiance; uniform or dress codes; restrictions regarding behavior or speech Informal Collectivities: the opposite of a formal organization- includes natural and spontaneously evolving associations such as groups and families. They share these features with organizations: -familiarity and continual communication among members -personal identification of members with the collectivity -solidarity among members -maintenance of boundaries between members and outsiders -identifiable social structure Social Structure: the pattern of relationships, expectations, and transactions in a collectivity, whose relationships include: -who directs actions and who receives action -who initiates contact with whom -who depends on whom for services, material resources, or emotional support -who may grant and who must request approval or permission -what others expect or need from specific individuals only formal organizations have Formal Structure 1. explicit descriptions of individual expectations and duties 2. rules governing access of some individuals to...
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...Chapter II Back ground study What is Fraternity?-The term fraternity, often colloquially shortened to "frat," generally refers to all-male or mixed-sex student organizations at a college or university; the female-only equivalent is usually called a sorority, a word first used in 1874 at Gamma Phi Beta at Syracuse University. Before this, societies for either gender were called "fraternities." To this day, some women's organizations prefer to be called "women's fraternities." Outside North America, they are also referred to as "student corporations," "academic corporations," or simply "corporations." Fraternities and sororities often use the Greek alphabet to depict their name. There are usually various initiation rituals for new member before he or she is accepted into the organization and entitled to the benefits that come with that particular fraternity or sorority. These can include a close knit group of friends, access to on campus parties, job placements after school with fraternity or sorority alumnus, and residing in the chapter house—housing usually given to them by the college or university. The name of this type of organization implies that the members live and relate to each other as siblings, brothers or sisters, in a familial relationship. Indeed, one's student peers are like one's siblings, and many of these organizations specifically treat new members as younger brothers or sisters. However, in the fraternity or sorority there...
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...Abstract In combination between my experiences and life learning knowledge in a discussion topic of defining forensic accounting; I will be sharing with you my life knowledge in key specific areas within the fraud examination. I will also discuss my views of what is forensic accounting and its importance of this field. In addition; I will be delving in my definition of the fraud triangle and how I would utilize it in today cases. Going forward, I will explain the importance of the fraud triangle in fraud examination cases as well as I will give an explanation on my belief of how the fraud examination has an inevitable part today and along with how it works at the same point in time. I will finalize this discussion with the requirements needed to become a forensic accountant in the present state of Florida that I reside in. Definition of Forensic Accounting Forensic, a word that ignites the search for clues to find the perpetrator 's intent and truth in a criminal case. In the topic of forensic accounting, it brought to my attention of a T.V. show that I have recently watched a few nights ago. The show was called Forensic Files on the HLN network. The particular case was about on how investigators of a police department were working on a murder case. They were working with different specialized groups of examiners, doctors and specialists to help solve how the death of a man occurred. During the investigation...
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...in the nature of undertakings in which children play a part. More specifically, child labor is described as economic undertakings that may be harmful or lethal to the welfare of children. It may be difficult to imagine, where some children are chained to factory floors working in horrific conditions, forced into prostitution or even child-forced soldiers. Unfortunately, some countries do not hold the same values as developed or developing nations, where forced or voluntary child labor is regarded as a form of child abuse. It mostly depends on the type of work and what type of work environment that encircles the child or children (Edmonds & Pavcnik, 2005). For example, the United States enacted child protection laws against corporations or specific industries from...
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