Simple Essayer (to Try) French Verb Conjugations

Straightforward Essayer (to Try) French Verb Conjugations The French verbâ essayerâ means to attempt. Its a straightforward word that can without much of a stretch be befuddled withâ essuyerâ (to wipe), so make certain to look and tune in for that An inâ essayer. So as to placeâ essayerâ into the past, present, or future tense, the action word should be conjugated. Simply track with in this exercise and youll be stating attempted and attempting in French before you know it. Conjugating the French Verb Essayer​​ Essayerâ is anâ optional stem-evolving action word. Ordinarily with action words that end in - yer, the Y needs to change to an I in specific structures. The standards are somewhat more easygoing withâ essayerâ as youll find in the table. When there are two types of the conjugation, you can utilize either. The stem ofâ essayerâ isâ essay-. To this, an assortment of infinitive endings is included that acclimate with the subject pronoun just as the strained of the sentence. For example, I attempt is jessaie or jessaye. Essentially, there are two alternatives for we will attempt: nous essaierons or nous essayerons. This leaves you with numerous words to remember. Fortunately there are numerous chances to rehearse it and useâ essayerâ as you attempt things consistently. Subject Present Future Blemished j essaieessaye essaieraiessayerai essayais tu essaiesessayes essaierasessayeras essayais il essaieessaye essaieraessayera essayait nous essayons essaieronsessayerons essayions vous essayez essaierezessayerez essayiez ils essaientessayent essaierontessayeront essayaient The Present Participle of Essayer Theâ present participleâ of essayer isâ essayant. This is as straightforward as including - antâ to the action word stem. In addition to the fact that it works as an action word, it can likewise turn into a descriptor, ing word, or thing when required. The Past Participle and Passã © Composã © Theâ past participleâ essay㠩â is used to shape theâ passã © composã ©, a typical past tense type of attempted in French. To utilize this, youll additionally need to conjugate theâ auxiliary verbâ avoir. For instance, I attempted is jai essayã © and we attempted is nous avons essayã ©. More Simple Essayer Conjugations to Know At the point when the activity of attempting is here and there faulty, you can go to the subjunctive action word state of mind. So also, if its reliant on something, the restrictive action word disposition is utilized. With less recurrence, you will run over the passã © basic or the blemished subjunctive. These are for the most part found in formal writingâ and will help significantly with understanding cognizance. Subject Subjunctive Contingent Pass Simple Flawed Subjunctive j essaieessaye essaieraisessayerais essayai essayasse tu essaiesessayes essaieraisessayerais essayas essayasses il essaieessaye essaieraitessayerait essaya essayt nous essayions essaierionsessayerions essaymes essayassions vous essayiez essaieriezessayeriez essaytes essayassiez ils essaientessayent essaieraientessayeraient essayrent essayassent To useâ essayerâ in orders or direct demands, go to the basic action word structure. When utilizing this, the subject pronoun isn't required: use essaie rather than tu essaie. Basic (tu) essaieessaye (nous) essayons (vous) essayez

Synchronizing Threads and GUI in a Delphi application

Synchronizing Threads and GUI in a Delphi application Multi-stringing in Delphi lets you make applications that incorporate a few concurrent ways of execution. A typical Delphi application is single-strung, which implies all VCL objects get to their properties and execute their strategies inside this single string. To accelerate information preparing in your application, incorporate at least one optional strings. Processor Threads A string is a correspondence channel from an application to a processor. Single-strung projects need correspondence to stream in the two headings (to and from the processor) as it executes; multi-strung applications can open a few distinct channels, hence accelerating execution. Strings GUI At the point when a few strings are running in the application, the inquiry emerges of how you can refresh your graphical UI because of a string execution. The appropriate response lies in the TThread class Synchronize technique. To refresh your applications UI, or principle string, from an optional string, you have to call the Synchronize technique. This strategy is a string safe technique that stays away from multi-stringing clashes that can emerge from getting to question properties or strategies that are not string safe, or utilizing assets not in the primary string of execution. The following is a model demo that utilizes a few catches with progress bars, each progress bar showing the present condition of the string execution. unit MainU;interfaceusesWindows, Messages, SysUtils, Variants, Classes, Graphics, Controls, Forms,Dialogs, ComCtrls, StdCtrls, ExtCtrls;type//interceptor classTButton class(StdCtrls.TButton)OwnedThread: TThread;ProgressBar: TProgressBar;end;TMyThread class(TThread)privateFCounter: Integer;FCountTo: Integer;FProgressBar: TProgressBar;FOwnerButton: TButton;procedure DoProgress;procedure SetCountTo(const Value: Integer) ;system SetProgressBar(const Value: TProgressBar) ;technique SetOwnerButton(const Value: TButton) ;protectedprocedure Execute; override;publicconstructor Create(CreateSuspended: Boolean) ;property CountTo: Integer read FCountTo compose SetCountTo;property ProgressBar: TProgressBar read FProgressBar compose SetProgressBar;property OwnerButton: TButton read FOwnerButton compose SetOwnerButton;end;TMainForm class(TForm)Button1: TButton;ProgressBar1: TProgressBar;Button2: TButton;ProgressBar2: TProgressBar;Button3: TButton;ProgressBar3: TProgressBar;Button4: TButton;Progress Bar4: TProgressBar;Button5: TButton;ProgressBar5: TProgressBar;procedure Button1Click(Sender: TObject) ;end;varMainForm: TMainForm;implementation{$R *.dfm}{ TMyThread }constructor TMyThread.Create(CreateSuspended: Boolean) ;begininherited;FCounter : 0;FCountTo : MAXINT;end;procedure TMyThread.DoProgress;varPctDone: Extended;beginPctDone : (FCounter/FCountTo) ;FProgressBar.Position : Round(FProgressBar.Step * PctDone) ;FOwnerButton.Caption : FormatFloat(0.00 %, PctDone * 100) ;end;procedure TMyThread.Execute;constInterval 1000000;beginFreeOnTerminate : True;FProgressBar.Max : FCountTo div Interval;FProgressBar.Step : FProgressBar.Max;while FCounter FCountTo dobeginif FCounter mod Interval 0 then Synchronize(DoProgress) ;Inc(FCounter) ;end;FOwnerButton.Caption : Start;FOwnerButton.OwnedThread : nil;FProgressBar.Position : FProgressBar.Max;end;procedure TMyThread.SetCountTo(const Value: Integer) ;beginFCountTo : Value;end;procedure TMyThread.SetOwnerButton(const Value: TButton) ;beginF OwnerButton : Value;end;procedure TMyThread.SetProgressBar(const Value: TProgressBar) ;beginFProgressBar : Value;end;procedure TMainForm.Button1Click(Sender: TObject) ;varaButton: TButton;aThread: TMyThread;aProgressBar: TProgressBar;beginaButton : TButton(Sender) ;if not Assigned(aButton.OwnedThread) thenbeginaThread : TMyThread.Create(True) ;aButton.OwnedThread : aThread;aProgressBar : TProgressBar(FindComponent(StringReplace(aButton.Name, Button, ProgressBar, []))) ;aThread.ProgressBar : aProgressBar;aThread.OwnerButton : aButton;aThread.Resume;aButton.Caption : Pause;endelsebeginif aButton.OwnedThread.Suspended thenaButton.OwnedThread.ResumeelseaButton.OwnedThread.Suspend;aButton.Caption : Run;end;end;end. On account of Jens Borrisholt for presenting this code test.

Grief vs. Depression Which Is It

Grief vs. Depression Which Is It Depression Causes Print Grief vs. Depression: Which Is It? Its important to sort out the differences By Nancy Schimelpfening Nancy Schimelpfening, MS is the administrator for the non-profit depression support group Depression Sanctuary. Nancy has a lifetime of experience with depression, experiencing firsthand how devastating this illness can be. Learn about our editorial policy Nancy Schimelpfening Reviewed by Reviewed by Amy Morin, LCSW on January 24, 2020 facebook twitter instagram Amy Morin, LCSW, is a psychotherapist, author of the bestselling book 13 Things Mentally Strong People Dont Do, and a highly sought-after speaker. Learn about our Wellness Board Amy Morin, LCSW Updated on February 04, 2020 Depression Overview Types Symptoms Causes & Risk Factors Diagnosis Treatment Coping ADA & Your Rights Depression in Kids Peopleimages / Getty Images Grief and depression share similar symptoms, but each is a distinct experience, and making the distinction is important for several reasons. With depression, getting a diagnosis and seeking treatment can be literally life-saving. At the same time, experiencing grief due to a significant loss is not only normal but can ultimately be very healing. Clinical Perspectives The fifth edition of the Diagnostic and Statistical Manual of Mental Disorders (DSM-5) removed a bereavement exclusion from the diagnosis of major depressive disorder  (MDD).?? In the DSM-IV, the bereavement exclusion stated that someone who was in the first few weeks after the death of a loved one should not be diagnosed with MDD. However, the DSM-5 recognizes that while grief and MDD are distinct, they can also coexist, and grief can sometimes trigger a major depressive episode, just as with other stressful experiences.?? Studies have shown that the extreme stress associated with grief can also trigger medical illnessesâ€"such as heart disease, cancer, and the common coldâ€"as well as psychiatric disorders like depression and anxiety. What to Know About the 5 Stages of Grief Comparisons Given this overlap, there are times when it may be tricky to distinguish between grief and depression. A better understanding of their similarities and differences can help. Similarities Grief has several symptoms in common with the symptoms of major depressive disorder,  including: Intense sadnessInsomniaPoor appetiteWeight loss Grief can also develop into complicated grief, which, unlike uncomplicated grief, does not seem to dissipate with time and can look a lot like depression.?? In extreme cases, someone with complicated grief may engage in self-destructive behaviors or even contemplate or attempt suicide. It is likely due to these symptoms that the DSM no longer includes the bereavement exclusion from the diagnosis of major depression. Differences Where grief and depression differ is that grief tends to decrease over time and occurs in waves that are triggered by thoughts or reminders of its cause. In other words, the person may feel relatively better while in certain situations, such as when friends and family  are around to support them. But triggers like the birthday of a deceased loved one or going to a wedding after having finalized a divorce could cause the feelings to resurface more strongly. Depression, on the other hand, tends to be more persistent and pervasive. An exception to this would be atypical depression, in which positive events can bring about an improvement in mood.?? A person with atypical depression, however, tends to exhibit symptoms that are the opposite of those commonly experienced with grief, such as sleeping excessively, eating more, and gaining weight. Complicated Grief Intense sadness Anger Irritability Difficulty accepting that whatever caused the grief occurred Excessive focus on the episode of grief or avoidance of it altogether  Thoughts of joining the deceased Sensation of hearing or seeing things MDD Feelings of guilt not related to grief Morbid preoccupation with worthlessness Sluggishness or hesitant and confused speech Prolonged and marked difficulty in carrying out day-to-day activities Thoughts of suicide Hallucinations and delusions Treatment While grief can be extremely painful, there is generally no medical indication to treat it. Some exceptions include: If grief-related anxiety is so severe that it interferes with daily life, anti-anxiety medication may be helpful.If the person is experiencing sleep problems, short-term use of prescription or over-the-counter sleep aids may be helpful.If you meet the diagnostic criteria for MDD, antidepressants may be prescribed. In both cases, psychotherapy can be greatly beneficial in helping you process what you are feeling and learn strategies that can help you cope.?? The Best Online Resources for Depression A Word From Verywell If you are wondering if you are experiencing grief or depression, its important to talk to your doctor and/or therapist who can help you make the distinction. If your symptoms are related to normal grieving of a loss, they will probably improve in time. Grief is our bodys way of working through difficult and traumatic experiences. Every person grieves differently and there is no right or wrong way to do it. Talk openly with a therapist or someone you trust, and remember that grief is not a sign of weakness. Likewise, depression is an illness like any other. Reaching out for help when you experience depression symptoms is a sign of strength and can help get you on the road to effective treatment.

Gambling Is Not Only A Fun And Social Activity - 1288 Words

Gambling In today’s world, there are many different ways to gamble such as casinos, state lotteries, pull tabs, bingo, sporting events and the internet just to name a few. Although the popularity of this activity remains strong in America, there are individuals and groups that continue to scrutinize and attack this industry. Those that are strongly opposed to gambling would like to see it policed by the federal government or outlawed completely; I do not agree. Gambling is not only a fun and social activity it also provides economic benefits. I believe it should be an individual’s right, of legal age, to decide if he or she should gamble based on his or her own personal beliefs and view point. The history of gambling can be traced back as far back as ancient times. Dice have been recovered in Egyptian tombs. The British colonization of America was partly financed through lottery proceeds. There are several other cultures that have shown evidence of gambling. For Native A mericans, this was a spiritual experience as they believed their gods determined fate or chance. This not only proves that gambling has been around for a long time it also illustrates that it’s multi- cultural and can serve different purposes. In a world where there are many conflicts gambling is something that people of different race, religion, ages and income can enjoy in a casino side by side. According to a 2000 survey by national pollsters Perter Hart and Frank Luntz, more than 94% ofShow MoreRelatedWhy Gambling Should Not Be Prohibited Or Policed By The Federal Government1236 Words   |  5 PagesGambling In today’s world there are many different types of gambling such as casinos, state lotteries, pull tabs, bingo, sports and internet gambling. Popularity of this activity remains strong in America, however, there are individuals and groups that continue to scrutinize and attack this industry. I believe gambling is a fun social activity that should not be prohibited or policed by the federal government. It should be an individual’s right to choose if they gamble or not based on theirRead MoreCasinos Offer Many Things, To Different People. Most People1023 Words   |  5 Pagesjobs created by casinos. It can help someone be on track. Many people go to have fun, while for some people it’s a lifestyle. Despite the other problems like addiction, gambling is something that is very popular and it just continues to grow more and more, illegalizing this would cause problems and not end easily. The positive benefits of legal gambling far out weigh the disadvantages p roposed by any naysayers. Gambling is something that will continue to grow and will always be a thriving thing. Read MoreBenefits Of Gambling Among College Students1147 Words   |  5 PagesGambling Among College Students Gambling is risking money or something of value on uncertain events driven by chance. Most people see gambling as just another form of fun. Gambling often becomes a sensitive issue for the gambler and their family. This is especially important to consider, since the practice of gambling among college students is constantly growing with the rise of internet-based gambling.Though gambling is legal in many states, it does not make it right for people to engage in suchRead MoreGambling Is Not Immoral Or Unethical1406 Words   |  6 PagesGambling In today’s world, there are many different ways to gamble such as casinos, state lotteries, pull tabs, bingo, sporting events, and the internet, just to name a few. Although the popularity of this activity remains strong in America, there are individuals and groups that continue to scrutinize and attack this industry. People strongly opposed to gambling would like to see it policed by the federal government or outlawed completely; they are wrong. There are several positive aspects of gamblingRead MoreThe Ethics Of Gambling And Gambling1556 Words   |  7 Pagesregarding the ethics of gambling whether in an online setting or in a public setting. Gambling has many benefits for both gamblers and casinos, but it’s crucial to acknowledge the psychological repercussions of gambling as it isn’t always just â€Å"harmless fun.† We can consider the negative and positive implications of gambling on non-gamblers as well. However, how would ethical theories and persp ectives differ in their approach to the effects of gambling? When people think of gambling, they usually see flashingRead MoreThis is a oral presentation about Excessive Gambling1024 Words   |  5 PagesEXCESSIVE GAMBLING in Australia Good morning/ afternoon Pastor xxx and fellow classmates. Today I would like to talk to you about the topic- excessive gambling. During my talk, I will be covering the following areas: 1.What is gambling? 2.What is excessive gambling? 3.Reasons for excessive gambling + statistics on excessive gambling in Australia. 4.The problems of excessive gambling. 5.How to stop excessive gambling 6.Opinions on gambling from different point of views. To my first pointRead MoreOnline Gambling And Its Effects On Society967 Words   |  4 Pagescaused casino gambling to shift to online, â€Å"on-the-go†, gambling. Online gambling can be effortlessly accessible to anyone over the legal age as required by various jurisdictions. Margee Hume and Gillian Mort argue that youth misperceive the definition of â€Å"gambling†, as they believe gambling is a hobby from which one can receive rewards such as money (119). As a result, those gambling for rewards, do not generally acknowledge the possible negative outcomes associated with gambling. Hume and MortRead MoreWhat Is the Difference Between Work and Fun? Essay598 Words   |  3 Pageswork and fun? In the world we live in today, gambling is a professional career to some, whilst others gamble for leisure, a combination of necessity and pure enjoyment. However there is hardly any single moment where a person just fell into being a professional gambler, but there will be some people who realized that they didn’t have any other source of income. The truth is that there are many thousands of people around the country who make a good living exclusively from gambling. It isRead MoreGambling Is The Largest And Most Financially Significant Entertainment Industry1460 Words   |  6 PagesGambling is Canada’s largest and most financially significant entertainment industry. The world of gambling is not limited to solely the casino. It has a presence everywhere, even innocently, from video games to Wal-Mart arcade games. In the adult world there are various types of gambling, ranging from horse racing to scratch lotto cards. One could argue that gambling is a regu lar part of life. We have become almost desensitized to it because it is so apparent in our world today. Gambling is consideredRead MoreGambling Is An Extremely Well Liked And Entertaining Activity For The Canadian Population1530 Words   |  7 PagesGambling is an extremely well liked and entertaining activity for the Canadian population. In theory, gambling can be a sense of fun and games, yet it has always been inevitably linked to the Canadian Criminal Code. It has been noticed that, â€Å"Canadians spend more on legal, government-promoted gambling than on clothing, shoes and medicine combined† (Hutchison, 1999). In 1892 all forms of gambling were banned in Canada, with the exception of horse racing (Stevens, R., 2005). Throughout the years Canadians

Analysis Of Homer s The Iliad Essay - 1692 Words

A major theme seen in Homer’s The Iliad is one of war and the politics that play a role in it. A key part of politics is the interactions that take place between people when determining policies and courses of action. The focus of this paper will be on the interactions between the Greek leaders and the army in the opening of book 2. There will be a section where I will analyze these interactions and provide evidence showing what degree I believe the Greek leaders care about their army. The way that the leaders negotiate with one another also plays an important role in the war and story. One of the interactions that takes place between the leaders and the Greek army is when Agamemnon decides to test the army’s loyalty. This comes after he received a message from Zeus in his dream. In lines 74 to 75, Agamemnon talks about how he will â€Å"test them with words, as is right, and I shall urge them to flee† (Homer, Verity, Graziosi, 2011, p.20). Agamemnon wants to te st the loyalty of his people. It is crucial to the war that those fighting in the army are completely loyal to Agamemnon and his leadership. The army’s loyalty allows Agamemnon to know that they will do what he believes they must do in order to win this war. There are issues that arise from the nature of this interaction that will be addressed later on. Those fighting in the Greek army tend not to know the exact plans that Agamemnon and other leaders have all of the time. As the earlier example shows, the people hadShow MoreRelatedAnalysis Of Homer s The Iliad Essay1231 Words   |  5 Pagesthe Iliad is a tale of war and aggression (Puchner 183). Written in the 8th century, it remains relevant to society today. The basis of the Iliad, warfare, brings with it portrayals of death, grief, and the real problem with humankind: we are not peaceful beings. In a war-ridden world, these topics remain pertinent to society. These terrors of war showcased in the Iliad generate an anti- war message. With this said, Homer creates a timeless lesson against war with his work. While the Iliad has beenRead MoreAnalysis Of Homer s The Iliad997 Words   |  4 Pagesare set up in a way such that the audience must believe at least one party loves another. How they act on behalf of this love is perhaps a testimony to the strength of their love and heroic status. Taking this structure at face value, in Homer’s The Iliad, Hector shows the most modern form of heroism in Book Six. He chooses to fight rather than see his loved wife fall to the Achaeans, while others throughout the story view their women as prizes and choose to fight- or not- based on very different values;Read MoreAnalysis Of The Homer s The Iliad Essay1010 Words   |  5 PagesPoor leadership is devastating in The Iliad.. Homer recognizes this, making a particular effort to demonstrate what traits constitute effective leadership. It is crucial, therefore, to determine exactly how Homer presents this idea in order to gain a coherent understanding of his beliefs. With Homer’s convic tions in mind, the individual gifts of these war leaders shine rather brightly. One can then begin to analyze them, deciding for oneself who fits Homer’s ideas the best. Assuredly, each of theRead MoreAnalysis Of Homer s The Iliad 1310 Words   |  6 Pagesunity in his tale. Homer was a writer who performed this feat throughout the entirety of the Iliad and showed his unique ability to weave a tale full of similes that both enhanced and unified his story. Although Homer used a variety of subjects in his similes, and many of them had a common thread. Homer’s unique ability was to create a tale so descriptive that the listener was able to fully immerse him or herself into the story. His usage of similes magnified this ability. Homer focused on the commonRead MoreAnalysis Of Homer s The Iliad887 Words   |  4 PagesIn Homer’s the Iliad there are two types of culture which are shame and honor. The Greeks rank great significance on personal honor. Why is tha t? The reason being is that to them honor means the ability to fight and be triumphant on the battle field. There are many ways honor is obtained to the Greeks, another way to prove your honor is to reveal athletic abilities. Meanwhile, the shame culture has a different concept to the Greeks. Shame meant to have good morals towards others and it is a moreRead MoreAnalysis Of Homer s The Iliad866 Words   |  4 PagesIn Homer’s The Iliad, women can often be overshadowed by the strong male warriors that dominate the epic poem. However, many women in The Iliad are central to the plot; without these women the poem would have a drastically different story. The influence of women in The Iliad varies from woman to woman, usually having some effect on the plot, but the extent of their involvement is typically dependent on their status in society. However, even when a woman is in a position of great power, she is stillRead MoreAnalysis Of Homer s Iliad 1382 Words   |  6 PagesRy an Doerhoff History of Greece Dr. Kirkland September 5, 2014 Document Analysis The primary documents that will be focused on in this analysis come from Homer’s Iliad. Homer is venerated today as the greatest of Greek epic poets, as his works had a colossal impact on the history of literature. Through his epics, Homer brings us first hand into the culture of the Greek world in the eighth century B.C. It is important to note that at this time very few had the privilege of an education, and lackedRead MoreAnalysis Of Homer s The Iliad 1177 Words   |  5 Pagesto the powerful, hardheaded fighters that generally appear in The Iliad. His purpose in The Iliad is to demonstrate, through tact and strategic ability, that strength and brawn isn’t all that compose a hero. Odysseus, the great tactician, isn’t known as the brawn, but the brain of the Achaian army. When compared with Menelaos, â€Å"Menelaos was bigger by his broad shoulders, but Odysseus was the more lordly† (III, 210). Here, Homer is intentionally lessening Odysseus’ physical prowess to uphold hisRead MoreAnalysis Of Homer s The Iliad993 Words   |  4 Pages In Homer’s The Iliad, we learn that the mother and father relationships within the family is very important, but we don’t want to overlook the brothers. For instance, in the Greek and Trojan families, it was one way to bring everyone together. The brotherhood of Agamemnon and Menelaus, and Hector and Paris illustrates their devotion. Book Six of The Iliad comprehends several illustrations of how honor strengthens the bond between both brother’s Agamemnon and Menelaus and Hector and Paris. GloryRead MoreAnalysis Of Homer s The Iliad1040 Words   |  5 Pagesthe generation of leaves, so is that of humanity. The wind scatters the leaves on the ground, but the live timber burgeons with leaves again in the season of spring returning. So one generation of men will grow while another dies† (6.146-50) Homer in the Iliad tells of generation after generation fighting to bring glory and honor to not only themselves, but their families. Generations are connected by men who have fought before and men who have yet to fight. Diomedes, after being asked of his lineage

The Place You Most Loved to Spend Time as a Child. Free Essays

? Topic: The place you most loved to spend time as a child. Ma Vio’s Kitchen Today, nineteen years after the passing of my grandmother, her kitchen looks the same with its walls in the same pastel orange and green she had painted it in so many years ago. The floral patterns that were done by my cousins and I using ochoes that she had cut in half and potatoes which she carved flowers from to make stamps that we gleefully dipped in containers of paint and placed on the wall hap-hazardly to form various patterns. We will write a custom essay sample on The Place You Most Loved to Spend Time as a Child. or any similar topic only for you Order Now I remembered her being so delighted in the end product that I don’t think there was a neighbour, friend or visitor that my grandmother didn’t boast to about her beautiful kitchen wall hat was so artfully decorated by her clearly talented grand children. I look at those walls to day and sometimes laugh at what persons out side of her family may have thought of her walls of art that anyone could have see were decorated by children all under the age of eleven. Walls that have been laquered to preserve what Ma Vio, as she was lovingly called by everyone, considered a ‘masterpiece that not even the most renowned of painters could have done with such perfection’. My fondest memories however, are not of the many different art projects that Ma Vio encouraged us into doing on her huge kitchen table but of the aromas drifting out of that little haven off of her livingroom. I remembered how she used to have these large bottles filled with all different types of homemade treats lined off on top of the kitchen counter†¦.. ed mangoes, stewed tamarind, tulum, benee balls, sugar cake, fudge you name it Ma Vio made it. Boy! Don’t even get me started on her bread bin that never seemed to run out of mouth watering cakes and pastries†¦. coconut tarts, lemon bread, drops, peanut butter cookies and my favourite banana bread. Mmmhmmm †¦. I can smell it all now†¦. fresh out of the oven. Her pound cake and whole grain bre ad were what my brother used to call ‘the bestest in all of Trinidad and Tobago’, you couldn’t find a bakery for miles with anything that good. You ever had homemade bread where you felt as if you had anything at all with it you’d spoil the taste? That’s how everyone felt about Ma Vio’s bread. It’s good when accompanied by a filling but it’s best when eaten by itself. Ma Vio’s Kitchen smelled like christmas morning almost everyday as she was always busy making or baking something. Her kitchen was my own little ‘snack heaven’ where everything that came from there seemed to taste extra good. By Havilanna Davidson How to cite The Place You Most Loved to Spend Time as a Child., Essays

Umaia Sheikh Essays - Humour, Entertainment, Film Genres, Humanities

Umaia Sheikh The United States since 1877 HIST 1302-88801 May 5, 2016 The Laugh that Counts America is a great nation, and it is kept as so through the actions of the American people. Being aware, having knowledge about the issues this country has, and welcoming change is the key to keeping this nation at its very top. In America comedy is a very important aspect in our today culture. It creates the laughter that is very much needed. There is a lot to be said for making people laugh, and many people take that for granted. The importance of it is not really noticed and is normally shrugged off as something as a mean of entertainment. But through the times, since the 1950s till now, comedy has been used right, and progressed from just a mean of entertainment. Comedy and the different forms of it assist with the growth of social consciousness and helps to ease into the transitioning of social change. Comedy itself started around the 1950s. It was the new thing that was slowly growing popularity. A muffled explosion happened one late night in December of 1953. A young man by the name of Mort Sahl stood in a small downstairs room in San Francisco and held the daily newspaper and dared to say what was on his mind, in a very humorous manner. This one act started something new, somewhere where people can come have a good time and talk about things on their mind. Great times were spent in that small downstairs room. Countless jokes were made and laughter was brought upon the people faces. But these jokes had eventual lost its magic touch of humor from being said over and over again. Jokes about your wife's lousy cooking, or the mean monster mother in law, or simply insulting the bald guy at the front of the audience had lost its ability to make the small audience grow a wide smile and laugh with delight. Soon the audience wanted something more, something that was a regular concern to people at that time, something more than moldy made-up in law stories. The audience wondered what was on these comedian's minds on political matters, and suggested civil rights etc. Sahl was acknowledged as the rebel leader of the comedians. He was the man who had no fear when it came to these political matters, and stated whatever was on his mind. He roared and blurted what he thought about what was happening in America using extreme satire to do so. The crowd would always approve and roar back with laughter. As comedy was slowly growing popularity it still had a long way to go and nearly every comedian who made it to popularity had something to talk about from the emerging world. From racial harmony to health and sex, or pharmaceutical, and medicine related jokes, to linguistic revolution. These clubs where comedians performed became more than a fun night out with friends drinking, but a social awareness builder of what was happening in the world we live in today. In an odd way this helped build new connections, and helped make the night feel more real and alive. Just as those entertaining nights during the 1950s, comedy is still used as a mean to bring social conscious. Talking about the issues of America was not done in a boring manner or in fear of what authority might think. According to Nachman's book, Seriously Funny, it was done with "political satire, rabid social commentary, and bleak black humor." It brought safety and comfort to people knowing they were allowed to say as they please and laugh about it. It created this awareness and feed the audience new things to think about at home, and easing up to the world changing for the betterment of it. Nowadays most performances have some form of salient political, social, or economic events played within them. Satire is normally used when performing a comedy, and is a sly way to criticize. As quoted in the article, Does Political Humor Matter? by Margaret Duffy, and Janis Terruggi, "Satire is sly criticism, a way to find fault, pass judgment, and ridicule individuals or social practices. It

Boyfriends and Dating Essays

Boyfriends and Dating Essays Boyfriends and Dating Essay Boyfriends and Dating Essay Essay Topic: Black Boy Orlando When was younger my dad would always say dont I know just tanning or kissing a boy could get me pregnant? To some people it would probably be strange for them to read because they are not use to that type Of life style were one has to hide their relationship with an opposite sex from their parents. In America, its common for adults to tell their parents who they are dating. If I try as much as to tell my dad that I have a boyfriend, I would probably receive a slap across my face. Between my dad and my mom, my mom understood the fact that at a point in my life, I would date at the right time which is when I am mature enough. But my dad doesnt understand that t all. At the age of 13, I was living with both my parents when my dad moved to America. So was left back home with my mother, brothers and sisters. At this age, I wasnt old enough to start dating and I was still in primary school. My mind wasnt on boys and I didnt know much about having a boyfriend. During my first year of high school in Africa, boys started approaching me and was 15 years old at the time. It might have seemed a little bit too early for me to be dating but most of the girls my age or even younger were dating. I was living with my mother since, my dad had moved to America, so it was easier for me to date because my mom wasnt strict. She would let me go out, but always told me that I couldnt keep late nights which was awesome. I could do all that but I still wasnt allowed to date. In my second year, of high school, I attended the same school as my boyfriend which was when we actually started dating and he was my very first boyfriend. I had no problem spending time with him because we attended the same school, and saw him every week days but there came a point, when we wanted to spend time together after school which means I had to come up tit a lie to tell my mom in order to leave the house and come back late without her complaining. So I lied, and said was going to study for my exams. Other times, my boyfriend would come to my house like he was visiting my brother but instead he was visiting me. When moved to America, didnt start dating until my freshman year in high school. I dated my boyfriend for a year and six months without my dad having any knowledge of it. Since my dad didnt want me to date or interact with boys, nor talk Of having a male friend; I had to come up with an idea that would at least allow e to see him from time to time. Sometimes when I would leave the house, would tell my dad am going to the public library. At that time, I didnt have a computer at home so I would use the library as an excuse to go out and spent time with my boyfriend. Other times, I would lie and say that am staying after school, but instead I went and spent the rest of the day with my boyfriend. Just recently, like lasted month, on the 9th of august, my boyfriend came to visit me from Maryland. My dad didnt know anything about the secret except for my brothers and sisters. He came as if he was miming to see my brother but he actually came to see me. One grateful day, I came back from work early and I and my boyfriend had talked about going on a dinner date. Gratefully, when I got home he told me that my dad had gone to work and he wont be back until 1 1 pm and was very excited. Around pm, he and I got ready and drove to T. G. I. Fridays. We ate, talked, laughed and had a blasted. We headed home not knowing my dad was back. All through this time, we wanted to get back home before he did, but to our greatest surprise he was already home before we got there. I opened the door with my keys thinking that my dad wasnt back yet, and that was when my little sister ran to the living room, and whispered to me dad Was back and he is in the kitchen. She told me to hurry up which I did. While doing so, I took off my heels and handed them to her, in order for my dad not to see them. My boyfriend was still standing outside surprised and that was when I told him to hurry and come inside. As soon as he walked in, my dad also walked out from the kitchen, and asked us where we coming from? I lied and said that I took my boyfriend to go get something to eat. He also lied and said, he doesnt eat the food we cooked and my dad believed us. I was so relieved I have come to realize that my dad love being lied to because every time tell him the truth, he always had something to say or start giving unnecessary advice. Than for me to tell my dad have a boyfriend I rather keep it a secret so I wont receive a slap. I have come to realize that having a boyfriend would make me have a better understanding of life and how boys think. Also it would be a shorter road leading me towards finding my own husband someday. So dont see anything wrong in having a boyfriend like my dad thinks. Essay #2 Motherland. In life, everybody has come across a place they will remember for the rest of their lives. In this world, there are a lot of different places one could come across, and just totally fall in love with, but my situation is different from some people, because I havent really visited nap. Where except for my homeland, and the United States of America, Orlando Florida to be exact in which I am located at as of today. In my life, the one and only place I would never forget about is my country Cameroon. Cameroon is located in the West Central part of Africa which its close to Nigeria. It is a bilingual country which means they speak English, and French. It is known as the republic of Cameroon in English and rapplique du Cameroon in French. Cameroon was annex by Britain and France which gave the main reason why its bilingual. It has a mountain located in the city of BEA, and a national youth day on the 11th of February, and also a national day on the 20th of May. Cameroon is also known for its great football team (soccer). Cameroon is great in agriculture because people mostly plant and arrives their own food, so by this the people of the land save money. There is a race called the mountain race of hope which takes place in BEA each year. BEA happens to be the city was born, and raised up in. My country is very unique to me because this was the place I had my first education, and it was the same place I had my very first experience of having a boyfriend. This is the place all my families grow up in, and still live until today. Ivied in Cameroon for fourteen years, so that means had been through different experiences all through my life as a teenager. My country has multiple of efferent languages, tribes, and cultures in which have grown to love, and appreciate. Learn new things every day when I lived in Cameroon; I learned four different languages which are English, French, my dialect, and Pidgin English. I am mostly fluent in English, and pi dgin. Was a hard working person back home in Cameroon, because we had child labor which means we went to the farm, and worked, and plant crops with our parents, and also in school. We didnt have people to clean for us at school because we had to do it ourselves, and it helped me to know a little bit about life, and what it has to offer. This place is special to me a lot, because this is where I first learned how to cook for my family, and also came to love dancing. I used to dance for my school, Inter Comprehensive High School. This was actually the very first place I loved dancing, because it makes me happy. I used to perform for my school on the national youth week which is held every year all across the country. I also used to dance on talent shows, because I was really good at what I do. In my neighborhood, and school was popular, because people knew me as a great dancer. One of the things that motivated me to dance as the music because I loved the rhythm, and how it makes me feel as a whole. The music from my country is very interesting and unique to me, because the music has its own beat, and its mix with different cultures and traditions, and its hard to find in other places. Many people might think getting a whooping is a very terrible thing but its not that bad when its necessary and place children on the right position. I am saying all this out of experience because in my country its like a tradition to beat up a kid when they do something wrong or disrespect an elderly person. All through my life, n my country I have gotten whooped for several different reasons and it got to a point where I just got used to IL One day, in primary school, I had morning classes, and my teacher had taught the whole class and she decided to ask questions, and when she asked me I didnt know the answer to the question, and she used a very long and large whip and whoop me all over my body like I was an animal. I was very upset to the point where I wanted to walk out of the class but didnt because would have received more beating. Another time, was when was in secondary school with my elder brother and our English teacher asked my brother a question about what we had learned in the previous class and he didnt know, so the teacher slapped him across his face twice, and I felt so embarrassed that she had hit him in front of me, so I made sure never get slapped by her because my elder brother had received five fingers on his face from her slaps, and I definitely didnt want to be in his position as long as I was in her class. Other times, when get whooped would be when I disrespect my parents, came home late, and also in school when made noise in class which I always ended up being a victim f, and I actually didnt mind, because was getting used to it. All through growing up, my experience now is way more different from my experience back then, because before I was in my country Cameroon, and now am in U. S. A. In my country, I never had a part time job while going to school like I do now in the United States. I used to wear uniforms to school being neither government nor private. During my high school and middle years in America never paid for school or textbooks and I also had free lunch in school which I loved every part of. When looking back at the whooping part I totally hate it, cause there is no such thing in America, and I have become used to that experienced and I love it and have better opportunities in America than in my country. I cant picture a day in my life where I will ever forget about my country Cameroon because this is where I was born, and raced by both my parents. Also this is where all my families live at, and most of them are still there until today. This was the same place my parents grow up in. I will always love my country no matter the circumstances that I faced there because this was the one place I had all my first experiences as a child, and it makes me ho I am. Essay #3 Dear Riddled Scott, When watching the film Life in a Day I came to realize that I can relate to some Of the people around the world. Things that happened in the film have shown me how we all turn to live our lives on daily bases. What a person can be doing today someone else in another country could be doing that same thing in another country. It has also brought a great meaning in their lives, and has a great meaning in our daily lives. It shows that in life, not everything comes easy one individual has to work truly hard to get things accomplish. Most people that would come across this film would be really touch and could definitely relate to it There are many cultures, and different diversities in the world where people love, and hate certain things. People have their own personalities, and also view things in many different ways, and this film has done just that to prove it. There are so many cultures out there where some require the woman to kneel for the man every morning, and they enjoy it and some require the man to kneel for the woman. In some places, the people plant their own crops and do their own farming and it reminds me of when as back home in Africa me and my family always used to go to the farm and plant and harvest our crops and that is how most African live in order to save money and by doing all this it made me more active and hardworking but here in America there is different so have somewhat become lazy in certain things and I am a lady wish isnt good because life isnt a cup of tea one has to go out of their way sometimes to get want they want and be successful. Everyone is this world have a fear of something at a point their lives. There was points in the film were a lady said she fears of not losing weight because he was fat (Riddled Scott), and there are many people out there that feel the same way as her. Even though it is said that we should accept our bodies TFH way they are and not to worry about what people say (Imitation), some people will agree With this statement and live up to it but some still wont because they are being reminded everyday of their lives that they are fat or over weight. I dont really worry about my belly fat but, I am being reminded everyday by a friend that my belly is fat, and that I need to lose it which makes me worry about my body, and it makes me think about my physical appearance by wanting to lose my belly fat every day. I have come to understand that when people are reminded about certain things all the time it wont help them, but it will bring them down instead because the people from outside judging them by not really knowing the true meaning oftener situation so they just go by what they see and react on that which is wrong. Some people in our world today, believe they know everything. They know better than everyone else and they always want people to always listen to them and view things their own way but in reality things dont always happen as one expect it to. My dad is a perfect example for this type of people. I have lived with my dad since the day was born I totally know the type of person he is and how he reacts to things. I know my dad could be right sometimes but not all the time like he thinks like it is said the man who thinks he knows does not yet know what knowing is(Imitation), my dad feels like just because he is more experienced and older he understands and know everything that is out there in the society. To my dads eyes we are kids so that means we are never right. One day I was sitting at the computer at my house with my brothers friend hat we have known for a little while and we was watching a movie and it was starting to get a little late and my dad started saying how its late that we should go to bed just because of my brothers friend so did as my dad had said and wasnt expecting any accusation from him because I know didnt do anything wrong. He started saying that I have something to do with my brothers friend and that was crossing my legs underneath his and when we saw him coming we moved but really we were just sitting across from each other and there was a huge gap between us so it got me really upset that my ad could just accuse me falsely because he thinks he knows everything. Since, there are different cultures, and also different views on religion and HTH god people believe in. Member one day, when my mom was preaching the word of God to this lady to live her sinful ways, and follow the ways of God, but she looked at my mom like she was stupid and didnt know what SSH. Was talking about. Also she didnt believe what she was preaching to her that there is a God, and the world would soon come to an end. My mother told her to leave her sinful ways, and follow the ways of God. Instead of the lady stewing she started asking my mother why she follows the ways of God. What makes her think it would be better for her to leave the way she is living to follow God, and my mom told her that God will make her life better, and that God will be there for her in times of her sorrows and troubles. She total refused to see where my mom was coming from saying she wouldnt Stop living in the ways of the world to follow God. l fear for the people that dont want to live in the ways of God and later end up going to hell (Riddled Scott), if a kid can have this in her mind for all the people in the world why can one errors feel this way from themselves? Life is too short because one never knows what the future might bring. A man was free from a cave and saw how beautiful the world was and came back to tell his friends that stayed back in the cave what he saw but they all didnt believe him(Potato), this all go back to when my mom was trying to convince that lady that God way is the best. This also brought me back memories of when my boyfriend loosed his dad. He was in shock and denial that his dad is gone. He couldnt believe it until when they told him they are making his dad funeral that was reality hits hat truly he has loosed his dad and the worst part of all he couldnt even see him for one last time because he is here America. I have come to learn a lot from watching this film. Life is too short because one never knows what might hit them. Like it was said in the film 18 people were crushed to death at a crowded concert (Riddled Scott), this people didnt know they were going to lost their lives that day, but they did which was terrifying. We all live in a difficult world, and nothing come easy. There are lots Of things we can never understand in life. Everything is too complicated or men to be able to understand(Imitation), there are some places where people dont even have a place to sleep, enough food to eat or feed their families, so I believe people should appreciate what they have because what someone have another person somewhere may not have. Work Cited Plato. The Myth of the Cave. 75 Reading Plus. De. Santa V. Busbies and Charlotte Smith. 9th De. New York: McGraw-Hill, Bibb. C. 343-346. Print. Lain De Button. Imitation on Self-Esteem: A Guide to HappinessYouth. 23 May 2012. Web. 12 septet 2012 Life in a Day. Kevin Macdonald. Aridly Scott, 24 July 2011 . DVD Essay Change in America In life, people are constantly going to dislike each other in some reason or another, but ifs never worse than being racists to a fellow human being. When growing up, I never knew anything about racism because in Africa, where I came from, we are all black, so there wasnt any reason for us to be racist to one another. Had constantly learned about slavery, but I never recognized it was related to racism. Being racist can actually leads to discrimination which was exactly what Martin Luther King talked about in his speech l have a dream. He desired the blacks in America to be treated equal s the white were being treated. He didnt want the blacks to be left out in the cold in their own country because of the color of their skin. Kings dream of equality and opportunity for African-American has been fulfilled in American after a long run. Today, numerous people can say Martin Lathers speech was by far one of the best speeches they have ever come across because he was one of those people that stood for what he believed in, and many people admired him for that. Throughout history, blacks had gone through a lot of difficulties beginning from when they were slaves, and to when they were been beating p, killed, locked up, and also to when they were sitting at the back of the bus All Of this remained what Martin Luther was fighting to stop, and also persuade the white Americans about. Since, kings passed his speech at the Lincoln memorial most things that usually happened back in the decades have actually come to past. In the decades, when king was still alive, the blacks were being treated worse than how they are being treated today, and would say there is a big difference. The situation Of black Americans has changed rapidly because blacks were not allowed to interact with the whites after all, and if they were caught talking to the whites they get involved in so much trouble so this was one of the reasons why the blacks stayed out of the whites path. Everything has changed now because blacks and whites now interact with each other on different occasions. Blacks and whites can now date each other now when they couldnt before. Blacks have freedom of speech, and can also vote when it wasnt possible back in the decades. It has changed to a point where we now have a black first president after so many years. Martin Luther king was said this will be the day when all of Gods hillier will be able to sing with new meaning my country, its of thee, sweet land of liberty, of thee I sing: land where my father died, land of the pilgrims pride, from every mountain-side let freedom ring. (Kings 435) with this being said the kings dream has come true because freedom has ring in America, and the blacks can do so much more they couldnt do in decades. I believed the king dream came to true because the blacks have actually gotten their freedom after all this years. One day, when I got off work I went to check out the other stores in the shopping center and I came past this one store and away some shoes that caught my eyes so I said to myself to go and check the shoes out to see if I could get it for my boyfriend and as Soon as I worked in the store this one Spanish looking lady approved me and asked me if everything is upright and I said yes and then she walked few inches left from me, but silently waited near to make sure dont steal anything and was the only black in the store at that particular time. There was one guy on the register and I presumed what the customer wanted he couldnt do the transaction so he called the lady and so when the lady went to the registers he asked the boy to stand on the aisle was in, and later she said they should place the camera on aisle two which was where I stood. So he did exactly what the lady asked of him and, was looking straight at me when they had other people in the store but, since they were not black it didnt bother them as much I did when I walked in. Uses they considered the blacks as the stealers, so that was when encounter my first racial act. Another time, the same situation happened to me, and some friends in the same store. As soon as we walked in the store, the man that stood by the door didnt allowed us get half way inside the store, and he said he will call the security on us, so we all got upset left the store.

The Email Marketing Calendar Template You Need to Get Organized

The Email Marketing Calendar Template You Need to Get Organized You know how hard it is to keep your email marketing schedule organized. Right now, you’re operating under the assumption that something is going to go wrong because your email workflow is (to put it bluntly) a mess. But, it doesn’t have to be. Using an email marketing calendar will help you: Keep track of every email in a campaign. Organize your email lists. Meet your deadlines. Find the content that’s associated with specific emails. And more. So keep reading, and download your email marketing calendar template to go from managing a chaotic mess to sending emails stress-free. The Best Email Calendar Template You Need to Manage Marketing Newsletters via @Download Your Email Marketing Calendar Template Make it easy on yourself and download your free email marketing calendar template. This easy-to-use Excel spreadsheet will give you and your email marketing team the bird’s eye view you need to keep every email campaign you send organized. Get your free #email #marketing calendar template from @... Or Plan and Execute ALL Your Newsletters With With Email Marketing from , you can: Seamlessly integrate with your *favorite* email marketing platform. You already have a kick-a$$ email platform you know and love, so why give it up? With Email Marketing, you can easily connect your preferred email platform to with just a couple clicks. Write click-worthy email subject lines...every time.  With Email Marketing, you can use ’s *exclusive* Email Subject Line Tester to optimize and perfect every subject line to drive more  opens, more  clicks, and more conversions. Get full visibility into your ENTIRE  marketing strategy. Say â€Å"buh-bye† to disjointed marketing content (and constantly jumping from screen to screen). With Email Marketing, it’s easy to see how your email campaigns relate to the rest of your marketing strategy and quickly make adjustments if necessary. With Email Marketing, you can easily connect your preferred email platform: MailChimp Campaign Monitor Constant Contact ActiveCampaign See how it works here. Or, if you're ready to try it yourself, snag a free trial or schedule a demo. Why Is Email Marketing Important For Your Business? Is email marketing really worth the effort? It is. For B2B marketers, email is considered the third most influential source of information, and 77% of B2C customers  prefer to get permission-based promotional messages via email. Email allows you to connect with your audience, and with the addition of email automation tools, you can create personalized content that reaches their inboxes at the right time  for them. Not to mention, email allows you to keep your organization at the forefront of your customers’ minds. Why? Because we’re in our email inboxes in all the time. In North America alone, 44% of people  check their inbox at least one to three times in a day. Your audience will see your messages whenever they log in. If your emails are timed correctly, you can also guide your audience members through your marketing funnel and convince them to convert. A few more reasons why email marketing should be a part of your overall marketing strategy: Guaranteed delivery:  Your audience has opted in to hear messages from you, use that. Drives more conversions:  Emails drive 6x as many conversions than a single tweet. Your audience is ready to hear about your product instead of casually scrolling through a feed. More ROI:  Email generates a $38 for every $1 spent.

Men and Women Essay Example | Topics and Well Written Essays - 500 words

Men and Women - Essay Example Moreover, they also have similarities and differences in terms of emotional and psychological needs which will be dealt with in detail. Firstly, men and women have similar physical needs such as food, clothing and shelter. Both genders need food and water in order to live. They also need clothing not only to beautify themselves but especially to keep them away from the dangers of the environment such as the dangerous effects of the heat of the sun or from the cold during winter. Shelter is also necessary for both men and women to keep them secure. Secondly, they have similar emotional needs such as the need to be loved. Since love is said to be the universal language, it is evident that people around the world regardless of race, age and gender need this emotional value that seems to be naturally a part of every individual. In addition, men and women experience pain, discouragements and other negative emotional stressors that affect the way they live. Thus, they also need emotions that soothe the pains such as joy, assurance and encouragements to lift their spirits and enable them to overcome the difficulties life b rings. Thirdly, men and women also have similar psychological needs. Since they have similar fears and concerns, men and women need similar psychological interferences. For instance both men and women worry about how they look so they both need to be assured that they look good. When they have achieved something, both men and women need to be praised for their success or they will feel like they are failures. On the other hand, there are also differences between men and women that make them distinctly different from each other. First among these differences would be their physical needs. For instance, women are known to be more concerned about how they look therefore, they spend more time and money on their clothing, accessories and make up. They spend a lot of time thinking about how they would appear so that women often end up spending

Recent Developments in the use of Titanium Alloys as Implant Materials Essay

Recent Developments in the use of Titanium Alloys as Implant Materials - Essay Example One of the main objectives of implants is to be chemically inert and biocompatible with body so that it may not be deteriorated by the body fluids. Titanium and its alloys are the materials that fulfill these criteria, so they may be used as implants with certain checks that require some studies. Biomedical implant reliability depends on the corrosion, wear, and fatigue resistance of the materials. Unalloyed titanium grades are largely used for implants and other parts which do not have to cope with high loads in the human body, while titanium alloys predominate in applications for endoprotheses and surgical instruments (http://www.metallurgy.nist.gov/techactv1995/titanall.html). Unalloyed titanium and titanium alloys have been used for years in medical engineering for a wide range of applications, some examples of which are listed below: Medical grade titanium alloys have a significantly higher strength to than stainless steels. The range of available titanium alloys enables medical specialists designers to select materials and forms closely tailored to the needs of the application. The effectiveness and reliability of implants, and medical and surgical instruments and devices is an essential factor in saving lives. Implantation represents a potential assault on the chemical, physiological and mechanical structure of the human body. There is nothing comparable to a metallic implant in living tissue. Most metals in body fluids and tissue are found in stable organic complexes. Corrosion of implanted metal by body fluids, results in the release of unwanted metallic ions, with likely interference in the processes of life. Corrosion resistance is not sufficient of itself to suppress the body's reaction to cell toxic metals or allergenic elements such as nickel, and even in very small concentrations from a minimum level of corrosion, these may initiate rejection reactions. Titanium is judged to be completely inert and immune to corrosion by all body fluids and tissue, and is thus biocompatible. 3.1. Objectives: To determine the suitability of titanium for use as surgical implants. Studies of coupled metals in dentistry alloyed with titanium. Development of standards for titanium alloys and for updating existing standards. Studies on response of pure and alloyed titanium to model surgical wound environment. 4. Theoretical Background 4.1. How Implants affects Bogy Functions The oxide film forms the interface between the metal implant and the body, its properties are

Motivation Theory Literature Review

Motivation Theory Literature Review INTRODUCTION: Motivation is naturally conceptualized either as an desire arising from within the human being or as an impulse arising from within the organism or as an attraction arising from an object external to the individual. According to Baron (1991) defines motivation as the internal processes that activate, guide, and maintain behaviour especially goal-directed behaviour. Also (Kanfer, 1998) defines as free will element of behaviour and the psychological mechanism governing the direction, intensity, and persistence of action not due solely to individual differences in ability or overwhelming environmental demands that force action. Motivation has been defined as essential to adaptive functioning and quality of life (Marin Chakravorty, 2005), and as the content of the positive thinking one wishes to maintain towards the attainment of an objective (Schweingruber, 2006). According to (kanfer, 1990) states that challenges facing researchers into motivation is that it cannot be seen and most in dividual see is a multidimensional stream of behaviour and the products of those behaviours. Also states motivational processes can be inferred only from analysis of this continuing stream of behaviour that is determined both by environment and heredity and is observed through their effects on personality, belief, knowledge, abilities and skills. Besides that,(Herzberg,1987)describes movement as a function of fear of punishment or failure to get extrinsic rewards and motivation as a function of growth from getting intrinsic rewards out of interesting and challenging work. Motivation is to be intrinsic and extrinsic. Intrinsic motivation is internal. Intrinsic motivation is obvious as the performance of an activity for its inborn satisfaction rather than for some detachable outcome. As soon as, intrinsically motivated, a person is stimulated to take action for the pleasurable or challenge entailed relatively than because of external products, pressures (Ryan et al 2000). It occurs wh en people are compelled to do something out of pleasure, importance, or desire. Extrinsic motivation occurs when external factors compel the person to do something. Extrinsic motivation is a pull together that pertains whenever an action is done in order to reach some detachable result. (Rayan et al. 2000).Motivation is the driving force within individuals that compels them physiologically and psychologically to pursue one or more goals to fulfil their needs or expectations. (Lam Tang, 2003, p. 61) From my understanding whatever the behaviour, the drive pushing or polling person to act in particular way is motivation and most researchers believe motivation as the drive behind human behaviour. Furthermore, people cannot be motivated to do something if there is nothing in it for them. Obviously, reward may be the avoidance of a negative outcome as much as it may be the achievement of a positive outcome. Motivation theory has to do with why do individual make the choices they make? or what makes someone persist at one activity and yet quickly give up another. Motivation is to give reason, incentive, enthusiasm, or interest that causes a specific action or certain behaviour. Motivation is present in every life function. Simple acts such as eating are motivated by hunger. Education is motivated by desire for knowledge. Motivation is a vital quality that pervades all aspects of teaching and learning. Motivated students display interest in activities, motivated teachers feel that they can help students learn and motivated administrators make possible teaching and learning in their buildings. Self-motivation is what most people use to define motivation at its highest mountain of accomplishments. If you are able to motivate yourself and reach your goals, you would have conquered the ability to be disciplined and will accomplish anything you put your mind to. Motivation is very important to all decisions that you have to make. In the workplace, motivation is defined by the actions that employees take to improve the company goals as well as their aspirations for career advancement. The effective performance of employees is what makes or breaks a company. So to keep employees motivated, employers must invest in the overall morale by implementing workshops and seminars to help them. Managers are the key personnel in what makes an employee follow directions. Using rewards like promotions and incentives as well as compliments can greatly improve an employees view of the company and its managers. Employees like to be recognized for their efforts regardless of the salary bracket. Such recognition keeps them motivated in getting their job done. Recognition in this case is the motivation technique that managers can tap into and gain the structure over the workplace environment of how they want things done. What organisation and managers can do is provide the environment, support and resources that will influence and effect motivation. Nowadays, managers are trying to find useful motivation theories to motivate their employees. While there are a wide variety of motivation theories on human motivation discussed in this literature review, which means that managers can use any or all those motivation theories to motivate their employees. Managers can use these motivation theories in ways that complement each other. MOTIVATION THEORY-MAJOR CONCEPTS AND CONTRIBUTIONS This is all about the main researchers of motivation theories and to illustrate how these theories can be apply to practical situation. Also reviewed how the major concepts and contributions can apply in work related situations and applying them in groups, teams at organisational level and individual level. Motivation is a complex concept and there are many different theories which look at the subject from different perspectives. The different theories of motivation and criticisms of the theories have been discussed as follows: 1: Hierarchy of needs theory by Maslow A.H. 2: Hygiene theory by Herzberg F. 3: X and Y theory by McGregor D.M. 4: Existence- Relatedness-Growth theory by Alderfer C. P. 5: Expectancy theory by Vroom V. 6: Goal-Setting Theory by Locke E.A. 7: Internal and External control theory by Rotter J.B. 8: Achievement theory by McClelland and Atkinson J.W. 9: Job characteristics theory by Hackman J.R. and Oldham G.R. HIERARCHY OF NEEDS THEORY: According to Maslow (1954) projected that motivation is based on a number of human need. It has to do with the hierarchy that requires the lower more basic needs to be satisfied before the increasingly less basic ones above. Maslow believed that there are five basic needs of the theory. Maslows Hierarchy of Needs is one of the most famous motivation theories, and it has been the centre of much interest by management researchers (Katz, 2004). This (Fig.1) is Maslows hierarchy of needs in pyramid with physiological needs at the base, self-actualisation at the top. 5: Self- actualisation needs: Refer to personal growth and development. 4: Esteem or Ego needs: Refer to need for status and self respect. 3: Social needs: Refer to need to part of a social group and belongingness/love 2: Safety needs: Refer to security, need for shelter or physical danger. 1: Physiological needs: Refer to basic life needs, like food, drink, shelter, etc THE SELF ACTUALISATION NEED: Maslow defined self-actualization as the complete use and utilization of talents, capacities, potentialities. (Maslow,1954). Self-actualization is not a static state. It is an ongoing procedure in which ones capacities are fully, imaginatively, and cheerfully utilized. Self-actualizing people perceive life without a doubt and they are less emotional and more objective. ESTEEM OR EGO NEEDS: According to Maslow, esteem needs were made of two types of desire. I: Desire for strength, adequacy achievement, competence and confidence in the face of organisation. 2: Desire for reputation, glory dominance, recognition, appreciation and dignity Furthermore, people need to be respected, to have self-esteem, self- respect and respect. Self-Esteem expresses the normal human desire to be acknowledged and valued by others. This has to with ones internal needs for self-respect, autonomy and external needs for status and recognition. SOCIAL NEEDS: Are the third level of human needs from the (Fig 1) above. This has to do with ones needs for affection and a sense of belonging and acceptance. Human being need to feel a sense of belonging and acceptance. They need to love and be loved. According to (Maslow, 1954) include the giving and receiving of affection. SAFETY NEEDS: As soon as peoples physical needs have satisfied, they will chase higher level needs, such as safety needs. Safety needs are determined by the need for security and protection from physical and emotion harm. Safety needs include: personal security, financial security, health and well-being, and a safety net or insurance for accidents/illness and the adverse impacts. PHYSIOLOGICAL NEEDS: Are the lowest level of needs, from the (Fig 1) above which are the most basic needs for people. Physiological needs are also measured the needs for human survival. If these needs are not met, people cannot continue to function. Physiological needs include: breathing, homeostasis, water, sleep, food, excretion, and sex. According to (Sarah Steve 2002, p175)the theory engrossed criticism regarding its principle that individuals work on satisfying needs at a higher level only once all lower- level needs have been met. Also major problem facing the theory is how to measure needs, both in terms of how powerfully they are felt and of how someone knows they have been met. Furthermore, the theory is not easy to apply directly to work because need are not met through one source. HYGIENE THEORY: According to (Herzberg et al 1959) proposed his Two-Factor Theory of Human Motivation, known as Motivation-Hygiene theory. Hygiene theory is based on the principle that things people come across satisfying in their jobs are not always the opposite of things they find dissatisfying. Herzbergs Two-Factor Theory is based on the results of research into the factors in a workplace that lead to employee satisfaction. Herzberg made use of a survey, titled, What do people want from their jobs? to achieve insights into what workplace factors people perceived as satisfying and dissatisfying. He asked people to describe in detail which workplace factors led to satisfaction and which factors led to dissatisfaction, and then he separated the results and classified them.Fig.2and Fig.3 show the factors that led to extreme satisfaction and dissatisfaction, respectively. Fig.2 Shows Factors that led to extreme satisfaction according to Herzberg Fig.3 shows Factors that led to extreme dissatisfaction according to Herzberg According to(Robins 2001) The criticisms facing the theory, is methodology used by Herzberg does not take into account that often, when things are going well, people take the credit themselves, and when things are not , they blame others and their situation. There is on job satisfaction against which the people could rate their job. Also situational factors were not identified. Despite the criticisms the theory is a vital theory of motivation and used by managers to consider hygiene factors with regards to motivation. X and Y THEORY: Based on( McGregor, 1960)reviewed that the relationship between managers and employee could be immensely improved if the assumptions that had develop about how people behaved at work were changed from Theory X view to a Theory Y view. Basically one is positive and the other is negative. THEORY X: was based on scientific management school of thought and projected that enlarged productivity could result from breaking jobs down into small unit of work and giving workers a small range of obviously defined tasks to do. According to (Gray Stark, 1984) Employees do not like to work and want to evade work as much as possible. Employees do not want to take responsibility for the work; managers should take some actions, like convincing and supervising strategies, to help them finishing their mission. Theory X assumed that human actions are dictated by low-level needs, THEORY Y: Was based the predominant theory of management there could be no trust between management and employee. Also Small opportunity for relationship between management and employees in theory .According to (Gray Stark, 1984) employees treat work as entertainment and rest, it is natural. Employees have the ability to make creative decisions, not just managers. Theory Y assumed that human actions are determined by high-level needs. The theory X and Y can influence how motivating factors are regarded within an organisation. Theory X has to do with extrinsic rewards such as pay in order to motivate people to execute good in their job while theory Y has to do with working environment in which employees may discern intrinsic rewards in their job. EXISTENCE RELATEDNESS GROWTH THEORY: This has the similarities to Maslows needs hierarchy. Alderfer C.P. extended and simplified Maslows hierarchy into a shorter set of three needs: Existence, Relatedness and Growth (ERG) Theory. (Alderfer, 1969) EXISTENCE NEEDS: According to (Hollyforde Whiddett 2002) Refers Existence needs as our concern with basic material subsistence motivators and size of how satisfied this need is therefore mostly stated in conditions of what one person has in relation to others. Existence needs, is based on various forms of material and physiological needs. RELATEDNESS NEEDS: Refers to the  motivation we have in support of maintaining interpersonal relationships GROWTH NEEDS: Refers to an intrinsic desire for personal development. Relate to personal creativity and productivity. According to (Sarah Steve 2002), the theory does not suggests how a person may meet his or needs .So managers cannot presume that everyones relationship needs will be met in the same way. Also the theory ERG theory with its three broad categories is maybe easier to deal with than the five levels of need in hierarchy of needs theory. EXPECTANCY THEORY: Vroom suggests that this theory is Based on the principle that people expect particular actions to achieve a desired result and that the desired result is something worth striving for or avoiding. Vroom does not give attention to on needs, but rather focuses on outcomes. According to (Vroom, 1964) identifies two terms the theory. 1. Expectancy: means the stronger the assurance that an act will be followed by particular outcome, the stronger the expectancy is considered to be 2. Valence: Means affective orientations toward particular outcome either positive or negative. Theory expectancy and valence of Vroom concentrated on extrinsic outcomes rather than intrinsic ones. Based on research expectancy and valence are not as distinct from each other as Vroom recommended .And one the key criticisms is that the theory was tested as if it was based on behavioural and attitudinal predictions across rather than within persons. Furthermore, expectancy theory accommodates multiple work outcomes in forecasting motivation and predicts motivation to work hard to earn the merit pay will be low if expectancy low (Schermerhorn J. et al 1997) GOAL-SETTING THEORY: The theory is based on the principle that individuals are motivated to achieve the successful accomplishment of challenging goal. According to (Locke, 1968) based his result on three main conclusions. 1: The more hard goals result in higher level of performance than easy goal 2: The specific goals produce higher levels of performance than general goals. 3: The behavioural intentions influence the choices people make. The Goal -Setting theory is helpful to many managers because much of people management is particularly about performance against goals. Theory has great relevance for managers. According to (Robins, 2001) Implies that Goal Setting theory is restricted to those cultures that match the ones in which the research was carried out. INTERNAL AND EXTERNAL THEORY: The theory is based on locus of control. Locus of Control refers to an individuals perception about the underlying main causes of events in his/her life. According to (Rotter, 1966) invented the internal -external dimension to determine locus of control. Based on the extent to which people feel they are in control of the situations that engulfed them and also the extent to which they are convinced of directing events 1. External control: when individual feels that result of his or her actions is as the result of chance, luck as under the powerful others. 2. Internal control: When individual perceives that the occurrence is contingent upon his own behaviour. The Internal and External theory has been criticised for its centre of attention on the Internal-external dimension only as on personality variable .Besides that the theory is useful when considering motivation issues at individual level. ACHIEVEMENT THEORY: The theory is based the needs that can be classed as either Achievement(nAch), Affiliation(nAff) or Power(nPow) .Also theory is based on three factors research into behaviour in achievement-oriented activities. 1: when individual expects to receive unmistakable feedback on the marks of his or her action. 2: When individual feels liable for the outcome success or failure. 3: When individual feels a little level of uncertainty or risk in the activity Achievement theory does not explore why some people enjoyment a challenge and others fear failure. Achievement theory was not specifically about work. The theory is useful when considering why individuals react different to achieving tough goals and why they react to failure in individual ways (Sarah Steve 2002).McClelland recommends that top managers should have a high need for power coupled with a low need for affiliation. Sunil R. Cited (Kreitner kinicki 1998) JOB CHARACTERISTICS THEORY This theory is based on how to design a job so that it is motivating to individual. Also the theory deals with how individual responds to complex and challenging tasks. According to (Hackman Oldham 1976) job characteristics theory proposed that individuals intrinsic motivation is affected by psychological states: 1: Experienced meaningfulness of the work: The extent individuals perceive the job as meaningful and valuable. 2: Experienced responsibility for the outcomes of the work:-the extent individual feels personally accountable and responsible for the outcome of work done. 3: Knowledge of the result of the activities:-the extent individual knows, and understands on continuous basis how successfully he or she is performing the work Also theory has five job dimensions 1: Skill variety-this has to with number of type of skill and talents of individual. 2: Task identity-this has to with work at hand and job completion 3: task significance- this has to with job considerable impact on lives or work of other people. 4: Autonomy -All about individual in setting up the work and determining the procedures to be used in carrying it out. (Freedom and independence at work environment). 5: Feedback-All about individual getting direct and clear result about the effectiveness of his or her performance The theory is one of the few motivation theories specific to an organisational environment and has plenty of practical application. Theory centre of attention is on facilitating0 high internal work motivation. Hackman and Oldman based their theory on motivating individual through job design. CONTRIBUTIONS: According to (Whittington Evans 2005) The Hierarchy of Needs theory proposed by Maslow has been identified as a major influencing factor in the growth of other motivation and management work, such as that of McGregor (Theory X and Theory Y) and Herzberg Motivation-Hygiene theory. It has been generally applied as a basis for much research into, among other things, workforce commitment, job satisfaction and management theory (Stum, 2001). Goal-Setting Theory by Locke has been acknowledged the best goals and dispute facing management environment and Achievement theory by McClelland has identified problems facing motive to achieve success in management work. (Sarah Steve 2002).Expectancy theory has been used to identify job satisfaction, occupational choice, the likelihood of staying in a job, and the effort that one might expand at management work. Internal and External control theory by Rotter has enhanced the concept of persistence (locus of control) in management work. The job char acteristics theory relies on workers insight of the job dimensions for the accomplishment of the psychological states that lead to increased motivation. APPLICATION OF THE CONCEPT OF MOTIVATION TO FACILITIES MANAGEMENT Facilities management regularly deals with identifying relations that humans have with their environment. According to (Smith et al., 1997) the rates of pay had very little influence on participants job satisfaction and subsequent work motivation. Some affiliation can be made at this point to Maslows lowest levels of his hierarchy of needs physiological and safety needs. Maslow argued that individuals can only move up the hierarchy of needs to the higher levels of belongingness/love, esteem and finally self-actualisation, once the lower levels had been achieved; however, the results demonstrated in this study suggest that ancillary staff can be motivated and achieve higher levels of Maslows hierarchy without having their physiological and safety needs completely fulfilled. Individuals can only move up the hierarchy of needs to the higher levels of belongingness/love, esteem and finally self-actualisation, once the lower levels had been achieved; on the other hand, the results demons trated in this study suggest that facilities managers can motivate their staff and achieve higher levels of Maslows hierarchy without having their physiological and safety needs completely fulfilled. McGregors Theory X and y focused on managements assumptions about employees. Theory X and Y describe the average worker from management perspective and suggest methods by which facilities manager can get the best out of worker. Herzberg studies concentrated on satisfaction at work. Herzberg came to a conclusion that certain factors tended to lead to job satisfaction.(motivators),while others led to frequently to dissatisfaction(Hygiene factors).these factor are related to job context they are concerned with job environment as an extrinsic to the job itself. Shane, S., 2001. Technology opportunities and new firm creation. Management Science 47 9, pp. 1173-1181. LATEST IDEAS ON MOTIVATION THEORY First of all, fields of management background study like leadership, decision making and organization plan persist to develop conceptually speculative developments focusing on work motivation have not held in reserve speed. These changes can have a philosophical manipulate on how companies challenge to attract, retain and motivate their employees in labour market. JOB DESIGN: This is about changing the content or process of job to increase job satisfaction and performance. This is usually easier for new organisational or new business unit. Furthermore, most organisations find themselves designing as the result of organisational change and to motivate their Staff. Job design is relating to job characteristics theory, suggests job should be design in such a way as to maximise intrinsic motivation. (Sarah Steve 2002) EFFECTIVE COMMUNICATION: This gives managers strategies, to promotes positive improvement in organizations particularly motivation and performance improvement o f employees. For organization to improve well, messages should be designed in such a way as to maximise motivation. Effective communication strategies have strong effect to motivation of employees. (Sarah Steve 2002) OBJECTIVCE- SETTING: This is important to managers to focus individuals work efforts. It is important to commit employee with goals to motivate them. Most organisations applied Management by Objective (MBO) to motivate their employee. This is relating to Goal-setting, suggests individuals tend to produce higher levels of performance when they have specific goal. (Sarah Steve 2002) MANAGING VIRTUAL TEAMS: Is made of group people who regularly work mutually dependent for joint purpose across time, distance and organization. So motivating people to apply for jobs in virtual teams is one of the latest ideas. CONCULSIONS Motivational techniques, therefore, are useful to teachers, leaders, parents, employers, and almost anyone. The key is in understanding that you are not motivating someone else. Instead, you are simply providing a circumstance that triggers that person to be motivated. However, The developments in motivation and management theory. (Whittington Evans 2005) conclude that the road to building high commitment organisations requires the solid foundation laid by Maslow, McGregor and Herzberg. Motivation theories can therefore offer guidance to anyone interest in motivational issues. Motivation theories discussed above can help mangers consider how and why people are motivated. For example, Hierarchy of need theory may help manager figures out where someone is in term of the satisfaction his or her short and long term needs -which may in turn influence how they seek to create the situation that may be the most motivating. Motivation theories discussed were based on work related environment s. However the can be applied to help individuals understand human behaviour at work. This literature review also emphasized the important of motivation theories to facilities manager with regards to working environments. Also provide frameworks enable facilities manager to manage their working environment. Finally, one of the challenge facing researchers into motivation, it cannot be seen.

Business Association Outline

I. Agency (Chapter 1) A. Who is an Agent i. Agency Definition Agency is a fiduciary relationship which results from the manifestation of consent by one person to another that the other shall act on his behalf and subject to his control and consent by the other to so act. 1. Contractual relationship is not necessary, nor do either need to receive compensation 2. Agent – the one to act 3. Principal – the one for whom action is taken 4. Agency means more than mere passive permission; it involves request, instruction, or command 5.Agency cannot exist when it is against public policy or illegal 6. Agency is like an enforceable contract (offer + acceptance) but does not require consideration 7. 3 Different forms of agency: (1) Principal-Agent; (2) Master-Servant; (3) Employee-Employer or independent contractor 8. Principal cannot delegate a non-delegable act ii. Allocation of risk and responsibility based on principals of agency 1. A way to get someone to act on behalf of ano ther 2.Agency allows things to get done in a way that otherwise is not possible 3. Agents are force multipliers which allows a concentration of resources behind a collective purpose Principal-Agent-Third Party (PAT) Triangle 1. Principal is typically the lowest cost avoider and in the best position to mitigate damages 2. Agent – one authorized to act for another 3. Third Party – what does this party â€Å"see†? would a reasonable person believe that the agent had authority to bind the principal Gorton v. DotyFacts: Gorton injured in an automobile accident after Doty loaned her vehicle to coach to transport Gorton and others to football game ROL: An agency relationship results from one person's consent that another will act on his behalf and subject to his control and the other person's consent so to act Gay Jenson Farms Co. v. Cargill, Inc Facts: Plaintiffs entered into grain contracts with Warren Grain & Seed Co. , which was financed and controlled by Cargill, Inc. , a separate entity ROL: A creditor who assumes control of his debtor's business may become liable as principal for the acts of the debtor in connection with the business 1.One who contracts to acquire property from a third person and convey it to another is the agent of the other only if it is agreed that he is to act primarily for the benefit of the other and not for himself 3 Factors indicating that one is a supplier, rather than an agent: (1) that he is to received a fixed price for the property irrespective of the price paid by him – most important factor; (2) that acts in his own name and receives the title to the property, which he is to transfer; (3) that he has an independent business in buying and selling similar property Existence of agency may be proved by circumstantial evidence which shows a course of dealings between two parties Criticism and recommendations could be viewed as control B. Liability of Principal to Third Parties in Contract 1. Actual Authori ty (Express & Implied) Actual Authority: Agent must believe there is authority to act for the principal, must look through the eyes of the agent using reasonable person (RPP) standard Express Authority Express Authority: affirmative statement of authority to act, given either orally or in writing.Principal can mistakenly grant express, actual authority, but authority must be given either orally or in writing Implied Authority implied authority: is actual authority circumstantially proven which the principal actually intended the agent to posses and includes such powers as are practically necessary to carry out the duties actually delegated. Look through the agent's eyes- does the agent reasonably believe she is acting within the scope of the authority 3 ways implied actual authority can arise 1. Incidental – absent a clear, contrary instruction by the principal, the agent can use all reasonable means necessary to carry out the goals of the agency 2.Custom – if it is cu stomary in an industry for an agent to have certain authority, but the agent cannot unilaterally expand the agent's authority 3. Pattern of conduct between principal and agent- if principal fails to object to known actions of agent Mill Street Church of Christ v. Hogan Facts: Hogan was injured after he was hired by church employee to paint the inside of the church ROL: Actual authority exits until it is revokes, i. e. must be communicated. Implied authority is actual authority that is proven circumstantially to indicate that the principal intended to delegate powers to the agent that are necessary for carrying out the agent’s duties, and one major circumstantial factor is prior work performed by agent for principal. 2. Apparent AuthorityApparent authority is authority the agent is held out by the principal as possessing. It is a matter of appearances on which a third party comes to rely Person alleging agency and resulting authority has the burden of proving that it exist bas ed on the totality of the circumstances (TOC) a mere statement cannot prove agency, but it can be established by circumstantial evidence including the acts and conduct of the parties such as the continuous course of conduct of the parties covering a number of successive transactions 3 Ways to Create Apparent Authority 1. Direct communication (or conduct) by the principal to the 3rd party that the agent has actual authority, even though the agent does not. 2.Inaction by the Principal: principal must deny the authority, when he does not, then apparent authority is created 3. custom: certain positions involve generally recognized duties that include certain authority. Two ways to create: (1) 3rd par has to know that the principal placed the agent in a particular position; or (2) must be customary for an agent in that position to enter into the type of agreement in question. Three-Seventy Leasing Corporation v. Ampex Corporation Facts: 370 Leasing executed a document provided by an Ampe x Corp representative for the purchase of computer leasing equipment, but Ampex never executed the document ROL: an agent has apparent authority to bind the principal when the principal acts in such a manner as would lead a easonably prudent person to suppose the agent had the authority he purports to exercise Absent knowledge on the part of the 3rd parties to the contrary, an agent has apparent authority to do those things, which are usual and proper (custom) to the conduct of the business that he is employed to conduct Principal can protect itself from agents action by hiring well, training agents, communicating to known 3rd parties, giving accurate titles to agents 3. Inherent Authority Inherent Authority: power of agent which is not derived from authority (actual or apparent), but solely from the agency relation and exists for the protection of persons harmed by or dealing with a servant or other agent PAT Triangle 1. Looking through the eyes of the agent – agent did not have actual authority. Agent holding out not required. 2. Looking through the eyes of the 3rd party – the 3rd party did not know the agent was working for the principal; therefore, no apparent authority 3. rd party can avoid the situation, although economically inefficient, the principal is in a better position to avoid the appearance of authority Holding out: where the principal holds out the agent to the public as one having authority to act for the principal. 3rd party must have knowledge of both the principal, the agent, and the P-A relationship in order to have a holding out. Inherent authority is about economic efficiency- who should bear the loss? the lowest cost avoider; the party who could have most beared the cost. an undisclosed principal is subject to liability to a 3rd party who is justifiably induced to make a detrimental change in position by an agent on the principal's behalf without actual authority Watteau v. Fenwick Facts: Humble operated Fenwick's tavern u nder Humble's name and credit.Humble purchased goods from Watteau without Fenwick's express authority ROL: When a principal is undisclosed to 3rd parties, the actions taken by an agent in furtherance of the principal's usual and ordinary business binds the principal. Risk of loss in on the principal Restatements a. becomes the enunciation of the rules and if adopted by statues, they form a standardized or form contract and applies by operation of law; rules and the parties can modify rule through own agreements b. 3 Transactional costs: (1) the cost to â€Å"get the job done,† what does it cost to complete the entire transaction; (2) the cost above and beyond the services/goods one is seeking; (3) the restatements provide certainty and uncertainty results in severe transactional cost c. principals of economic maximization – get the most out of it Agency a. most common business association is agency b. person includes natural persons, but also includes legal persons suc h as corporations, partnerships, non-natural people, NGO, legal personage c. An agent's consent can be inferred from conduct d. Burden of proof (by mere preponderance of the evidence) falls on the party claiming that an agency relationship exists. (i) consideration is not needed; (ii) does not need to be formal or in writing, can be established through conduct; (iii) legal capacity is not necessary to form an agency relationship; i. e. , minor, as an agent, can enter into a contract on the principals behalf to bind the principal e. an agency relationship can exist even where the parties did not want, nor intend, that such a relationship to exist f.On behalf of the principal (i) agent must act primarily for the benefit of the principal; (ii) must be the expectation that the acts of the agent are on behalf of the principal; (iii) must be the expectation that the acts of the agent are on behalf of the principal; (iv) Can have an agency even where the agent is not producing a benefit fo r the principal–no particular result is required g. Control: if the principal specifies the task the agent performs that is sufficient for control to be present; very little control is needed. C. Liability of Principal to Third Parties in Tort 1. Servant Versus Independent Contractor ROL: A master is liable for the torts of its servants under the doctrine of respondent superior. A master servant relationship exists when the servant has agreed to work on behalf of the mater and subject to the master's control or right to control the physical conduct of the servant 3 Important actors of business relationships: (1) duration; (2) control (more control–less liability protection); (3) risk of loss and return (existence of independent contract reduces risk) The test of an independent contractor applies to whether the company has retained the right to control the day to day operations of the service station: control or influence over results alone being viewed as insufficient Humble Oil & Refining Co. v. Martin Facts: Martin was injured by a vehicle that rolled away from the service station owned by Humble Oil & Refining Co, but operated by another under contract ROL: Determining whether a master-servant relationship exists, rather than an independent contractor relationship, is a question of fact that will be answered in the affirmative when the master exerts a considerable amount of control over the responsibilities of the servant Hoover v. Sun Oil Company Facts: Hoover was injured when his car caught fire while a service station employee was fueling it.ROL: A master-servant relationship does not exist when an independent contractor controls the day-to-day operations of the entity that is responsible for damages suffered by a plaintiff. Restatement of Law (Second) Agency  § 220, Definition of Servant The principal is only liable for the actions of servant/employee Before assigning liability to the master must determine if the servants conduct is with in the employment scope. In determining whether one acting for another is servant or independent contract, the following 10 matters of fact, among others are considered: 1. the extent of control which, by agreement, the master may exercise over the details of the work 2. whether or not the one employed is engaged in a distinct occupation or business 3. he kind of occupation, with reference to whether, in the locality, the work is usually done under the direction of the employer or by a specialist without supervision 4. the skill required in the particular occupation 5. whether the employer or the workman supplies the instrumentalities, tools, and the place of work for the person doing the work 6. the length of time for which the person is employed 7. the method of payment, whether by time or by job 8. whether or not the work is part of the regular business of the employer 9. whether or not the parties believe they are creating the relation of master and servant 10. whether the princ ipal is or is not a business 2. Scope of Employment servant's acts may be within the scope of employment although consciously criminal or tortious, but serious crimes are outside the scope. a servant's use of force against another is within the scope of employment if the use of force is not unexpected by the master such as a bouncer a single comment by a customer does not justify imposition of liability on the employer Manning v. Grimsley Facts: Grimsley threw a baseball at Manning in response to Manning's heckling at a baseball game ROL: to recover damages from an employer for injuries from an employee's assault, the plaintiff must establish that the assault was in response to the plaintiff's conduct that was presently interfering with the employee's ability to perform his duties successfully.Presently interfering test: the interference may be in the form of an affirmative attempt to prevent an employee from carrying out his assignments D. Fiduciary Obligation of Agents (Duties Dur ing Agency) Under an agent's fiduciary duty to the principal, the agent is bound to the exercise of the utmost good faith and loyalty so that the agent did not act adversely to the interests of the principal by serving or acquiring any private interest of the agent or a third party from which the agent gets a benefit, i. e. , kickback Agent is bound to act for the furtherance and advancement of the interest of the principal General Automotive Manufacturing v. Singer Facts: Singer while employed by General Automotive Mfg, Co. secretly concealed profits earned by accepting personal orders from the plaintiff's customers ROL: An employee will be held to his or her contractual duty of loyalty, and their fiduciary duty would forbid them from engaging in activities that are competitive with their employer. Agent is only entitle to received what the agent agreed to receive from the principal, secret profits are illegal If the principal knows and acquiesces to the agent's act of acquiring an d furthering private interests of the agent that are similar to or the same as the principal's interests, then the agent will not be found to have breached the agent's fiduciary duty to the principal II. Partnerships (Chapter 2) A. What is a partnership? And Who are Partners? 1. Partners compared with EmployeesPartnership is an association of two or more persons to carry on as co-owners of a business for profit Burden to establish partnership is upon the one upon who alleges the partnership exists Totality of the Circumstances To Establish a Partnerships Court Looks at 8 Elements: 1. intention of the parties, agreement is evidential, but not conclusive 2. Right to share profits, evidential, but not conclusive. Strongly indicative of a partnership. No inference of partnership shall be inferred where received in payment as wages of an employee 3. obligation to share in losses 4. ownership and control of the partnership property and business 5. Community of power in administration â₠¬â€œ Control is strongly indicative of a partnership 6. Language in the agreement, either including or excluding one from the benefits or obligations of the partnership 7.Conduct of the parties toward the third person 8. Rights of the parties on dissolution Fenwick v. Unemployment Compensation Commission Facts: Cheshire and Fenwick entered into a partnership agreement regarding salon, pursuant to which Fenwick contributed all capital investment, possessed exclusive control over the management of the business, and bore the risk of all business losses. ROL: the sharing of profits does not alone create a partnership, despite the parties’ intentions 2. Partners versus Contract Southex Exhibitions, Inc. v. Rhode Island Builders Assoc. , Inc. Facts: Rhode Island Builders replaced Southex Exhibitions as the promoter of its home how after termination a contract it had entered into with the plaintiff's predecessor ROL: Profit sharing alone insufficient to establish a partnership, rath er the court must assess the totality of the circumstances–mutual control, contributions of valuable property by both parties, shared profits B. The Fiduciary Obligations of Partners Meinhard v. Salomon Facts: Salmon terminated a lease belonging to his joint venture with Meinhard to enter into a new lease on behalf of his solely owned business. ROL: partners owe one another (1) the highest fiduciary duty of loyalty while the enterprise is ongoing, including as well (2) the duty of good faith and (3) duty to disclose. this ROL lowers transaction costs A trustee is held to something stricter than the morals of the market place- at a minimum there must be disclosure Meehan v. Shaughnessy Facts: Plaintiffs, James Meehan and Leo Boyle, left the law firm of the Defendants, Maurice Shaughnessy et al. Plaintiffs wanted money they believed was owed to them under their partnership agreement, and Defendants countered that Plaintiffs violated their fiduciary duty and interfered with Defe ndants’ business ROL: a partner has an obligation to provide true and full information of all things affecting the partnership to any partner ROL: Partners owe each other a fiduciary duty of â€Å"the utmost good faith and loyalty. As a fiduciary, a partner must consider his or her partner's welfare, and refrain from acting for purely private gain-the partners cannot improperly lure away clients from the partnership ROL: fiduciaries may plan to compete with the entity to which they owe allegiance, provided that in the course of such arrangements they do not otherwise act in violation of their fiduciary duty Constructive trust – created by operation of law as a result of breach of a fiduciary duty by a partner, what money the partner received by the bad acts is held in â€Å"trust† for the partnership Fiduciary duties can be varied by the parties by contract Lawyers Departing from a partnership may (1) take steps to locate office space, secure financing, and alt ernative affiliations; (2) inform clients about departure from the partnership and the new practice but cannot solicity clients; (3) lawyer can remind client to retain counsel of the client's choice; (4) refrain from competing before disassociation 603(b)(3) 403(c)(2) 404(b)(3) 603(b)(2) C. The Rights of Partners in Management 1. All partners are jointly and severally liable for the acts and obligations of the partnership. 2.Creditors can collect full amount of judgment against any individual partner. However if one partner pays more than his fair share, the partner can seek contribution from the other partners National Biscuit Company v. Stroud Facts: Freeman purchased bread from National Biscuit Co. , although his partner, Stroud, had informed Freeman and the plaintiff that he would not longer be responsible for additional bread purchases ROL: the acts of a partner, if performed on behalf of the partnership and within the scope of its business, are binding upon all co-partners ROL : every partner is an agent for the partnership with actual authority by the agent to bind the principal, i. e. the partnership.A partner cannot restrict the power and authority of a partner from pursing a going concern for the partnership, if such purchases are an ordinary matter connected with the partnership business unless there is a majority consent by the partners-50% is not enough In the absence of a partnership agreement, partners will have an equal vote in the management of the partnership Difficult for partnerships to remove apparent authority because it is hard to find all creditors to put them on notice that a partner does not have the authority to bind the partnership D. Partnership Dissolution – The Right to Dissolve Owen v. Cohen Facts: Respondent Russ Owen and Appellant Israel Cohen entered a partnership agreement to run a bowling alley. Within a few months Respondent moved for a dissolution of the business once the partners’ relationship turned sour. R OL: Courts of equity may order the dissolution of partnership where the quarrels and disagreements are of such a nature and to such an extent that all confidence and cooperation between the parties has been destroyed or if a partner's misbehavior materially hinders the proper conduct of the partnership's business. E. Limited PartnershipLimited Partnership – a voluntary agreement entered into by two or more parties where one or more general partners are responsible for the enterprise's liabilities and management and the other partners are only liable to the extent of their investments General Partnership – a voluntary agreement entered into by two or more parties to engage in business whereby each of the parties share in any profits and losses equally and each participates equally in the management of the enterprise A limited partner shall not become liable as a general partner unless in addition to the exercise of his rights and powers as a limited partner, he takes co ntrol of the business. Limited partner – investment is passive General Partner – directing management and control of firm If a limited partner takes part in the control of the business and is not a general partner, the limited partner is only liable to persons who transact business with the limited partnership and who reasonably believed based on their conduct, that the limited partner is a general partner. Holzman v. DeEscamilla Facts: The appointed trustee of a bankrupt estate, Plaintiff Lawrence Holzman, brought this action to hold Defendants, Ricardo de Escamilla et al. liable as general partners of the business at issue ROL: if a limited partner exercises control over the business he becomes a general partner and loses any limited partnership protection III. Corporations (Chapter 3) A. The Nature of the Corporation a. Shareholders are the owners of the corporations with 2 fundamental rights: (1) residual value of the firm and (2) elect the member of the board of d irectors b. Directors are (1) elected by shareholders based on the shareholders percentage of ownership (proportional); (2) have a fiduciary duty to manage the firm on behalf of the shareholders; and (3) may have a responsibility to 3rd party by statute c.Officers (CEO, CFO, CO, etc. ) are (1) hired by the board of directors for day to day operations; (2) responsible to the BOD for day to day operations for the benefit of the shareholders; and (3) the certificates of incorporation or bylaws will define which roles are officer positions d. Promoters: (1) people who are doing the work to create the corporation; (2) before certificate of incorporation creates shareholders, directors, and officers; and (3) can become a shareholder, director, or officer e. 3rd Parties: something impacted by the corporations including customers, suppliers, vendors, government, environment B. Promoters and the Corporate EntityCorporation: A distinct legal entity characterized by continuous existence; free alienability of interests held therein; centralized management; and limited liability on the part of the shareholders of the corporation Southern-Gulf Marine Co. No. 9, Inc. v. Camcraft, Inc. Facts: Plaintiff, Southern-Gulf Marine Co. No. 9, Inc. , contracted with Defendant, Camcraft, Inc. , to buy a supply vessel from Defendant. Defendant refused to comply with the agreement, arguing that the contract was invalid because Plaintiff was not incorporated in Texas as the initial agreement stated. ROL: where a party has contracted with what he acknowledges to be a corporation, he is estopped from denying the existence or the legal validity of such a corporation C. The Corporate Entity and Limited Liability Corporate veilCorporate veil – refers to the shielding from personal liability of a corporations officers, directors, or shareholders for unlawful conduct engaged in by the corporation when corporate formalities are respected, the corporate veil will be left intact courts will disregard the corporate veil whenever necessary to prevent fraud or to achieve equity Corporate veil makes risk finite in terms of liability to that which is invested to encourage investors to invest in those with managerial skills and contribution of capital into the business The combination of capital and managerial expertise is key to effective business operation Piercing the corporate veil is an act of equity Walkovszky v. Carlton Facts: A pedestrian struck by a taxicab sued the corporation in whose name the taxi was registered, the cabdriver, nine corporations in whose names other taxicabs were registered, two additional corporations, and three individuals. ROL: An individual can be held liable for the acts of a corporation through the doctrine of respondeat superior if it can be shown that the individual used his control of the corporation for personal gain. a. pon the principal of respondeat superior, the liability extends to negligent acts as well as commercial dealings b. h owever, where a corporation is a fragment of a larger corporation combine which actually conducts the business, a court will not pierce the corporate veil to hold individual shareholders liable Under capitalization is a value judgment Sea-Land Services, Inc. v. Pepper Source Facts: Plaintiff corporation, Sea-Land Services, Inc. , delivered a shipment of peppers for Defendant, Pepper Source, but was never paid and Pepper Source was dissolved before judgment could be enforced against it. Plaintiff wanted to hold Pepper Source and the other Defendants, Gerald Marchese and other corporations he controlled, liable.ROL: Van Dorn Test: In order to pierce the corporate veil and impose individual liability, a creditor must show (1) that there was such a unity of interest between the individual and the corporate entity that separate identities no longer existed, and (2) that a failure to do so would promote â€Å"injustice† or sanction a fraud in some way beyond simply leaving a credit or unable to satisfy its judgment 4 Factors in evaluating the unity of interest: (1) failure to maintain adequate corporate records or comply with corporate formalities; (2) commingling of funds or assets; (3) undercapitalization; (3) one corporation treating the assets of another corporation as its own Possible for one corporation to be liable for the acts of another through a piercing of the corporate veil, in this case there was a reverse piercing, must initially pierce the corporate veil to get to the other corporation. Reverse piercing puts Sea-Land into the position of a debtor instead of shareholder and would have a higher priority to receive funds Commingling assets- combining of money or property into a joint account or asset An unpaid judgment is insufficient to pierce a corporate veil- must examine to see if he shareholder treated the corporation as something different Fulfilling corporate niceties are a transactional cost to the business Frigidaire Sales Corporation v. U nion Properties, Inc. Facts: Frigidaire Sales Corp, a creditor of Commercial Investors, a limited partnership, brought an action against the corporate general partner and its limited partners individually when the partnership failed to pay installments due on contract ROL: Limited partners are not liable for the debts of a limited partnership simple by their status as officers, directors, or stockholders of the corporate general partner as long as they conscientiously keep the corporate matters General partners are liable for the debts of limited partners Officers generally not liable for corporate debts Shareholders (owners of the company) rights: (1) money-residual value of the firm, usually by way of dividends or through appreciation of price stock trades. P/E Ratio where P is market price and E is earnings, divide profits by shares outstanding, 12 P/E means 2 years to get your money back; and (2) vote-for directors of the corporation D. Shareholder Derivative Actions Shareholder derivative lawsuit: lawsuit brought by shareholders on behalf of the organization to compel the organization to take certain action Why? because shareholders feel the corporation is not protecting shareholder interest. The shareholder steps into the shoes of the corporation When? ypically found where officers have some relationship with third party or the third party is the corporate officers Precondition of a derivative lawsuit: shareholder must demand corporation to act before suing. Some jurisdictions excuse the demand requirement where the demand would be futile (i. e. asking the director to sue self) Applies when? the corporation has suffered a loss. Distinguished from direct shareholder loss Institutional investor- people who have significant investments in a corporation Cohen v. Beneficial Industrial Loan Corp. Facts: Plaintiff brought a stockholder’s derivative action in federal court. Defendant, Beneficial Industrial Loan Corporation, argued that a New Jersey tate l aw requiring parties to secure a bond for payment of the opposing party’s legal fees should be followed ROL: A shareholder’s derivative suit will follow state non-procedural laws regarding the derivative suits when possible. E. The Role and Purposes of Corporations A. P. Smith Mfg. Co. v. Barlow Facts: Diversity lawsuit. Defendant stockholders, Ruth Barlow et al. , questioned the legality of a charitable donation to Princeton University made by Plaintiff corporation, A. P. Smith Manufacturing Company. ROL: State legislation adopted in the public interest can be constitutionally applied to preexisting corporations under the reserved power. Corporate gift-giving is an allowable method of increasing goodwill. nder Erie doctrine, state rules apply for substantive issues whereas, federal rules apply for procedural issues Business Judgment Rule (BJR) Doctrine that relieves corporate directors and/or officers from liability for decisions honestly and rationally made in the co rporations best interest BJR: In the absence of fraud, illegality, or conflict of interest, the court will not substitute its judgment for the judgment of the corporate managers Why? (1) there are identifiable transactional costs for hesitating; (2) designed to accommodate the appropriate level of risk, which is better for the economy as a whole Dodge v. Ford Motor Co. Facts: Plaintiff shareholders, Dodge et al. brought an action against Defendant corporation, Ford Motor Company, to force Defendant to pay a more substantial dividend, and to change questionable business decisions (expand factory capability by adding steel plant & use profits to lower price of its cars) by Defendant. ROL: The purpose of a corporation is to make a profit for the shareholders, but a court will not interfere with decisions that come under the business judgment of directors. Although a corporation's directors have discretion in the means they choose to make products and earn a profit, the directors may no t reduce profits or withhold dividends from the corporation's shareholders in order to benefit the public. IV. The Duties of Officers, Directors, and Other Insiders (Chapter 5) A. The Obligations of Control: Duty of CareFiduciary Duty: a legal obligation to act for the benefit of another, including subordinating one's personal interests to that of the other person Business Corporation law: permits actions against directors for failure to perform duties in managing corporate assets option: the right to buy X shares at Y price for Z amount of time Kamin v. American Express Company Facts: Stockholders brought a derivative action, asking for a declaration that certain dividend in kind was a waste of corporate assets ROL: Whether or not a dividend is to be declared or a distribution made is exclusively a matter of business judgment for the board of directors, and the courts will not interfere as long as the decision is made in good faith.ROL: A complaint alleging some course of action ot her than that taken by the board would not have been more advantageous does not give rise to a cause of action for damages Errors in judgment are not sufficient grounds for equity interference for the powers of the entrusted with corporate management are largely discretionary-courts will not interfere with such discretion unless it first appears that the directors are acting in bad faith or for a dishonest purpose Smith v. Van Gorkam Facts: Plaintiffs, Alden Smith and John Gosselin, brought a class action suit against Defendant corporation, Trans Union, and its directors, after the Board approved a merger proposal based solely on the representations of the CEO of Trans Union, fellow Defendant Jerome Van Gorkom.ROL: The business judgment rule presumes that, when making business decisions, directors act on an informed basis, in good faith, and in the company's best interest ROL: the business judgment rule shields directors or officers of a corporation from liability only if, in reachi ng a business decision, the directors acted on an informed basis, availing themselves of all material information reasonably available. 1. Director may only rely on credible information provided by competent individuals, after taking reasonable measure to substantiate it 2. Directors have a duty to be informed to go about their responsibilities in a deliberate manner – hire outside experts (attorneys and investment bankers) 3. Gross negligence is the standard Directors are fully protected in relying in good faith on reports made by officers.The term â€Å"report† has been liberally construed to include reports of informal personal investigations of corporate officers There is no protection for directors who made unintelligent or unadvised judgment Valuing the Business Intrinsic value – what the company is really worth – no one knows what this is 3 Value indicators of a business: (1) cash flow; (2) asset value; (3) share price Discounted Present Value (DPV ) – what is the present value of the income stream. What would you pay to get X dollars tomorrow – a dollar today is worth more than a dollar tomorrow because of inflation. DPV is just one value indicator of a company's value Leveraged BuyoutLeverage Buyout – purchase of a company financed by a relatively small amount of equity and a large amount of debt. Management Leveraged Buyout (MLBO) – inherent conflict in that the management would be making money. (1) Sellers are the shareholders and they want to get the highest price possible, represented by the BOD; (2) Buyers want to pay as little as possible, in a MLBO, the BOD are the one's buying the firm. In a MLBO, the directors are on both sides of the bidding table; therefore we need to have a disinterested director or 3rd party value the firm BJR 1. If the BJR applies, then the analysis ends, no further inquiry needed 2. If BJR does not apply, then look to see if there is a breach of duty 3.A combination of fiduciary duties of care and loyalty give rise to the requirement that a director discloses to the shareholder all material facts bearing upon a merger vote 4. Five Factors to consider in the fairness of the transactions: (1) timing; (2) initiation; (3) negotiation; (4) structure of the transaction; (5) disclosure to and by the directors and shareholders Francis v. United States Facts: Plaintiffs, the trustees in bankruptcy of Pritchard & Baird Intermediaries Corporation (†P&B†), filed suit against Defendant, the executrix of the estate of Lillian Pritchard, for a breach of fiduciary duty as a director of P&B. Lillian Pritchard did not exercise ordinary care n monitoring the finances of P&B when her sons, other members of P&B management, misappropriated funds ROL: Directors have the duty to act honestly and in good faith and with the same degree of diligence, care and skills that a reasonably prudent person would use in similar circumstances ROL: Liability of a corpo rations directors to its clients requires the following to be demonstrated: (1) a duty existed; (2) the directors breached that duty; (3) the breach was a proximate cause of the client's loss ROL: A director's general obligation make it incumbent upon directors to discharge their duties in good faith and with that degree of diligence, care, and skill which ordinarily prudent men would exercise under similar circumstances in like positions. The general rule is that Directors are not personally liable for the debts of the corporation ROL: a director should acquire at least a rudimentary understanding of the business of the corporation . 1) a director should become familiar with the fundamentals of the business in which the corporation is engaged. (2) Because directors are bound to exercise ordinary care, they cannot set up as a defense lack of knowledge needed to exercise the requisite degree of care ROL: Directors are under a continuing obligation to keep informed about the activitie s of the corporation and cannot rely on reports/information by officers if the director knows or should have known that such information is not reliable ROL: Usually a director can absolve himself of liability by informing other directors of the impropriety and voting for a proper course of action. 1) Conversely, a director who votes for or concurs in certain actions may be liable to the corporation for the benefit of its creditors or shareholders, to the extent of any injuries suffered by such persons, respectively, as a result of such action. (2) A director who is present at a board meeting is presumed to concur in a corporate action taken at the meeting unless his dissent is entered in the minutes of the meeting or filed promptly after adjournment ROL: if the business judgment rule does not apply, determine if the decision of the director was a breach of fiduciary duty and establish if it was the proximate cause of the damages B. Duty of Loyalty Bayer v. Beran Facts: Plaintiffs, Bayer et al. filed a derivative shareholder action against Defendant directors, Beran et al. , contesting their decision to pay for radio advertising that employed a director’s wife. Plaintiffs also argued that Defendants needlessly renew the employment contract of Dr. Henri Dreyfus. ROL: A director does not breach his fiduciary duty by approving a radio advertising program in which the wife of the corporate president, who is also a member of the BOD, was one of the featured performers ROL: A director has a fiduciary duty to support the corporation’s interest over his or her own conflicting interests, and any competing interests renders the business judgment rule inapplicable. i. f the BJR does not apply, the directors have the burden of proof, to prevent a conflict of interest, demonstrating they dealt at an arm's length with the specific transaction ii. if a disinterested majority of directors have ratified a contract and if the complaining party could not prove it u nfair, the courts generally hold the contract valid C. Corporate Opportunities Broz v. Cellular Information Systems, Inc. Facts: Defendant, Robert Broz, was the sole stockholder of RFB Cellular, Inc. (†RFBC†) while also acting as an outside director for Plaintiff Cellular Information Systems, Inc. (†CIS†). Plaintiff brought an action against Defendant when Defendant purchased a cellular license for RFBC over a bid by CIS.ROL : The corporate opportunity doctrine holds that an officer or director of a corporation can take a corporate opportunity (1) if the opportunity is presented to them in their individual capacity; (2) the opportunity is nonessential to the corporation; (3) the corporation has no expectation for the opportunity; (4) and they have not wrongfully utilized corporate resources to take advantage of the opportunity. HC ROL: Under the doctrine of corporate opportunity, a corporate fiduciary must place the corporation's interest before his own inter ests in appropriate circumstance, but a corporate fiduciary does not breach his or her duty by not considering the interests of another corporation proposing to acquire the corporation in deciding to make a corporate purchase.Usurpation of Corporate opportunity factors: (1) corporation is financially able to take advantage of the opportunity; (2) the opportunity is in the corporate line of business; (3) corporation has an expectancy interest; and (4) accepting the opportunity would create a conflict of interest In Re eBay, Inc. Shareholders Litigation Facts: Shareholders of eBay brought derivative action against certain eBay officers and directors for usurping corporate opportunities when they accepted thousands of initial public offering shares at the initial offering price from eBay's investment banker, Goldman Sachs ROL: Where a corporation regularly and consistently invests in marketable securities, a claim for usurpation is stated where it is alleged the corporation's officers and directors accepted the IP share allocations at the initial offering price instead of having those shares allocated to the corporation.ROL: A claim of aiding and abetting a breach of fiduciary duty is stated where it is alleged that an investment banker has allocated lucrative IPO shares to a corporations insiders knowing(1) that the insider owed a fiduciary duty to the corporation not to profit personally at the corporations expense i. e. created a conflict of interest; (2) the corporation regularly invested in marketable securities, i. e. , in the line of business; and (3) the company was financially able to take advantage of the opportunity E. Dominant Shareholders Sinclair Oil Corp. v. Levien Facts: Plaintiff, Francis Levien, brought suit as a minority shareholder of Sinclair Venezuelan Oil Company (†Sinven†) which was a subsidiary of Defendant, Sinclair Oil Corporation. Plaintiff alleged that Defendant caused Sinven to pay out excessive dividends, and that Defend ant breached their contract with Sinven.CB ROL: A standard of intrinsic fairness will be applied in any self-dealing transaction by a parent corporation whose majority ownership places a fiduciary duty upon the parent corporation, but the transaction only be self-dealing if the transaction is to the detriment of minority shareholders. Self Dealing: transaction in which a fiduciary uses property of another, held by virtue of the confidential relationship, for personal gain. Shareholders do not have a fiduciary duty to one another 3 Cause of Action Arguments (1) Excessive dividends (Self-Dealing): No self dealing because each shareholder received a proportionate share of divided payment (2) Usurpation of corporate opportunities: No opportunities presented to Siven independently and which Sinclair either took for itself or denied to Sinven.OK to use different subsidiaries in other countries for different business opportunities-apply BJR (3) Breach of contract: self-dealing involved and Sinclair required to account to Sinven Intrinsic Fairness Test (IFT) ROL: IFT should not be applied to business transactions where a fiduciary duty exist but is unaccompanied by self dealing IFT is a defense to a claim that a director engaged in an interested transaction by showing the transaction's fairness to the corporation when the situation involves a parent and subsidiary, with the parent controlling the transaction and fixing the terms, the test of intrinsic fairness, with its resulting shifting of burden of proof, is applied.The basic situation for the application of the rule is the one in which the parent has received a benefit to the exclusion and at the expense of the subsidiary if such a dividend is in essence self-dealing by the parent, then intrinsic fairness standard is the proper standard for example, suppose a parent dominates a subsidiary and its board of directors. The subsidiary has two classes of stock, X and Y. Class X is owned by the parent and Class Y is own ed by minority stockholders of the subsidiary. If the subsidiary, at the direction of the parent, declares a dividend on its Class X stock only, this might well be self-dealing by the parent. If would be receiving something from the subsidiary to the exclusion of and detrimental to its minority stockholders.This self-dealing, coupled with the parent's fiduciary duty, would make intrinsic fairness the proper standard by which to evaluate the dividend payment Dominant Shareholder Some fiduciary duties imposed (1) controlling shareholders can control the board. It is possible to control the board with less than 50% ownership (2) Some corporate actions require the shareholder vote and if the shareholder uses the vote in an unfair manner, the court will hold the shareholder liable. Intrinsic Fairness Test is triggered when one party is on both side of the transaction. The controlling shareholder has the burden of proving that transaction was fair to the corporation F. Ratification Fleigl er v. LawerenceFacts: Plaintiff, Irving Fliegler, brought a suit on behalf of Agau Mines, Inc. , against Defendant directors, John Lawrence et al. , after they voted to exercise an option to purchase shares of another company. CB ROL: Shareholder ratification of a transaction between the corporation and an interested party will not be legitimate if the majority of the shareholders are the interested parties. G. Disclosure and Fairness H. Delaware General Corporation Law Section 144 Rule 10b-5 (a) unlawful to defend or make untrue statements in connection with purchase or sale of securities-Look for deception or manipulation (i) disclosures must be honest (ii) allows for a private cause of action iii) companies are required to speak to tell things to the market and when they disclose it must be honest (iv) if a company discloses information to the market, whether required to disclose or not, must make an honest disclosure (v) typically, companies refrain from disclosing unless requi red by the SEC or required by market forces. Basic Inc. B Levinson Facts: Respondents, Max Levinson et al. , held shares in Petitioner Corporation, Basic Inc. Respondents brought this action after 3 misleading statements concerning a potential merger induced them to sell their shares at a depressed price. CB ROL: Misleading statements during merger discussions will be material under Rule 10b-5 if the misstatements would have changed the view of the total information by a reasonable investor.ROL: whether a company's state is material, in the context of merger discussions, requires a case-by-case analysis of the probability that transaction will be consummated and the significance of the transaction to the issuers of the securities ROL: an investor's reliance on material, public, misrepresentations may be presumed under the fraud-on-the-market theory for purposes of a Rule 10b-5 action Materiality importance-the degree of relevance or necessity to the particular matter, a fact based i nquiry (1) to fulfill the materiality requirement there must be a substantial likelihood that the disclosure of the omitted fact would have been viewed by the reasonable investor as having significantly altered the â€Å"total† mix of information available. Does the statement made by the company change the total mix of the information available? 2) materiality depends on the significance the reasonable investor would place on the withheld or misrepresented information (3) As the probability of the event increases, it becomes more and more material and increases the need to disclose (4) As the magnitude of the event increases, it becomes more and more material and increases the need to disclose (5) Probability x Magnitude = Materiality SEC Securities and exchange commission encourages transparency through disclosure of information that is material Fraud on Market (FOM) FOM the price of a company's stock is determined by the available information regarding the company and its b usiness. Misleading statements will therefore defraud purchasers of stock even if the purchasers do not directly rely on the misstatements. The market must be able to recognize the information and reflect the information in an adjustment in the price of stock Dissent in Basic he court should not endorse the fraud on market theory for 3 reasons: (1) common law doctrine of fraud and deceit; (2) the court presumption of reliance also assumes that buyers and sellers rely not just on the market price, but on the integrity of that price; and (3) many investors purchase or sell stock because they believe the price inaccurately reflects the corporations worth. Therefore, Efficient Market Theory (EMT) in a deep and liquid market, The market takes into account all available information and no one has any additional, valuable information if that's true, over the long term you can't beat the market because the market will always have more information than an individual over time. Therefore, for Rule 10b-5 action the court presumption is that the shareholder relied on the price of the stock. now the burden of proof is on the defendants to prove that the shareholders actions were not in reliance on the price of the stock but some other reason. RelianceReliance provides the requisite causal connection between the defendants misrepresentation and a plaintiff's injury we previously dispensed with a requirement of positive proof of reliance, where a duty to disclose material information had been breached, concluding that the necessary nexus between the plaintiff's injury and the defendant's wrongful conduct had been established Reliance of individuals on the integrity of the market price may be presume; however, that presumption can be rebutted Misc because most publically available information is reflected in the market price, an investor's reliance on any public material misrepresentation. The court adopted the TSC Industries standard of materiality for 10b5, which concludes that an omitted fact is material if there is a substantial likelihood that reasonable shareholder would consider it important in deciding how to vote. (a) further to fulfill the materiality requirement, there must be a substantial likelihood that the disclosure of the omitted fact would have been viewed by the reasonable investor as having significantly altered the total mix of information made available. b) there must be reliance on the statement or omission. (1) there is more than one way to demonstrate the casual connection between the misrepresentation and the plaintiff's injury–no requirement of positive proof of reliance, (2) the class action is extremely important because it allows the plaintiffs to secure counsel to pursue claims that otherwise would be cost prohibitive; (3) The court held that there is a presumption of reliance. Agreement in Principle Test Preliminary merger discussions do not become material until agreement in principle as to the price and structure of the transaction have been reached between the would be merger partners. rationales are offered in support of this (1) an investor should not be overwhelmed by excessively detailed and trivial information and focuses on the substantial risk that preliminary merger discussions may collapse (2) it helps to preserve the confidentiality of merger discussions where earlier disclosure might prejudice the negotiations. (3) the test also provides a usable, bright line rule for determining when disclosures must be made. In Basic, the shareholders sold stock based on their reliance on the integrity of the price set by the market, but because of Basic's material misrepresentation that market prices had been frequently depressed Probability/Magnitude Approach ateriality will depend at any given time upon a balancing of both the indicated probability that the event will occur and the anticipated magnitude that the event will occur and the anticipated magnitude of the event in light of the tot ality of the company activity (1) to assess the probability, a fact finder will need to look to indicia of interest in the transaction at the highest corporate levels–board resolutions, instructions to investment bankers, and actual negotiations between principals or their intermediaries may serve as indicia of interest (2) to assess magnitude of the transaction to the issuer, a fact finder will need to consider such facts as (a) the size of the two corporate entities and (b) the potential premiums over market value Why allow private individuals to press claims? allows people with a real stake in the claim to pursue it encourages reaching the larger statutory goal of disclosure by having mini-private-attorney generals–basically a multiplier for the SEC West v. Prudential Securities, Inc. Facts: Plaintiffs, Dean West et al. brought an action under the fraud-on-the-market doctrine after a stockbroker for Defendant, Prudential Securities, Inc. , gave then non-public tips that were fraudulent. CB ROL: A fraudulent statement needs to be made publicly accessible in order for a plaintiff to claim that the statement caused a loss on the investment. ROL: Unless the information reaches the market, there can be no fraud on the market to satisfy the reliance factor Santa Fe Industries, Inc. v. Green Facts: Plaintiffs, Green et al. , were minority shareholders of Kirby Lumber Corp. Plaintiffs brought this action to recover a greater share price after Defendant majority shareholder, Santa Fe Industries, Inc. , forced Plaintiffs to sell their shares.CB ROL: Section 10(b) of the Securities Exchange Act and Rule 10b-5 prohibit conduct involving manipulation or deception, but are not so expansive as to govern incidences of fiduciary breach. ROL: before a claim of fraud or breach of fiduciary duty may be maintained under 10b-5, there must first be showing of manipulation and deception Manipulation and Deception inadequate compensation does not rise to level of mani pulation or deception when all facts are disclosed No manipulation or deception; therefore, the shareholders filed the wrong cause of action and should have sought an appraisal remedy In addition, state law generally governs the internal affairs of a corporation, such as fiduciary responsibility Remember Rule 10b-5 is a federal cause of actionThe Court granted which relief that could be granted (a) federal law was asserted violated because the merger was undertaken without prior notice (b) the low valuation placed on the shares in the cash exchange offer was itself said to be fraud that is actionable under 10b-5 (c) the purpose of getting rid of the minority shareholder helps to eliminate the fiduciary duty and also if you can buy the minority shareholders out at a lower price, there's more money to be made (d) 10b-5 cause of action is based on market manipulation and there can also be a 10b-5 action when there is no sufficient disclosure, but not for insufficient compensation 10b-5 reach for minority shareholder squeeze out 0b-5 reaches breaches of fiduciary duty by a majority shareholder against a minority shareholder without any charge of misrepresentation or lack of disclosure Neither misrepresentation nor non-disclosure are necessary elements of rule 10b-5 starting point of every 10b-5 case involving construction of a statute is the language itself–the language gives no indication that Congress meant to prohibit any conduct not involving manipulation or deception Two factors determine whether Congress intended to create a federal cause of action: (1) language of the statute; and (2) whether the cause of action is traditionally relegated to state law. Absent a clear indication of congressional intent, the Courts are reluctant to federalize the substantial portion of the law of corporations that deals with transactions in securities, particularly where established state policies of corporate regulation exist. 2 Reasons Sante Fe is an appropriate case for an appeal 1) the district court's order marked an substantial extension of the fraud on the market approach Basic held that because most publicly available information is reflected in the market price, an investor's reliance on any public material misrepresentation-that public information trades quickly and influences securities prices (2) Few securities transactions are litigated to conclusion, so a review of this novel and important legal issue may be possible only through the Rule 23(f) device (a)it is hard to see how Hofman's non public statements could have caused changes in the price of Jefferson's Savings stock -found the fraud on the market doctrine on a causal mechanism with both theoretical and empirical power, for non public information there is nothing comparable (b) there is non public information and securities prices, let alone show that the link is as strong as the one deemed sufficient (c) Blue Chip Stamps court held plaintiff had no cause of action under 10b-5 because it had neither bought or sold shares, plaintiff argued because the corporation negatively painted their position, it exercised the right not to purchase share on which they would have made a profit. (d) Ernst v.Ernst court held that liability for issuance of a false or misleading statement requires proof of a state of mind referred to scienter, court also held recklessness would be sufficent (e) Central Bank court held that there was not implied private right of action against those who aid and abet violation of Rule 10b-5 I. Inside Information Securities and Exchange Commission v. Texas Gulf Sulfur Co. Facts: Plaintiff, the Securities and Exchange Commission, brought this suit against Defendants, Texas Gulf Sulphur Co. , et al. , after Defendants bought shares of Texas Gulf while they secretly had positive information regarding mining activities carried out by the company.CB ROL: Insiders cannot act on material information (information that a reasonable man would deem impo rtant to the value of the stock) until the information is reasonably, publicly disseminated. ROL: it is unlawful to trade on material inside information until such information has been disclosed to the public and has had time to become equally available to all investors ROL: A company press release is considered to have been issued in connection with the purchase or sale of a security for purposes of imposing liability under the federal securities laws, and liability will flow if a reasonable investor, in the exercise of due care, would have been misled by it. The essence of Rule 10b-5 is that anyone, would have been misled by it.In the securities if a corporation has access, directly or indirectly, to information intended to be available only for a corporate purpose and not for the personal benefit of anyone may not take advantage of such information knowing it is unavailable to those whom he is dealing Rule of Disclosure or Abstention Anyone in possession of material inside inform ation must either disclose it to the investing public, or if he disabled from disclosing it in order to protect a corporate confidence, or he chooses not to do so, must abstain from trading or recommending the securities concerned while such inside information remains undisclosed. Becomes a Rule of Abstention insider must either disclose or abstain. in this instance the company prohibited the insider from disclosing the information..Thus even if the insider quit the company and sought to disclose, the insider's fiduciary obligation to the company prohibits the insider from disclosing the information (i) because the information is private information of the company, it ultimately results in requiring the insider to abstain from trading (ii) insiders must refrain from trading until the market digests the information Materiality Test the basic test of materiality is whether a reasonable man would attach importance in determining his choice of action in the transaction in question. (i) this encompasses any fact which in reasonable and objective contemplation might affect the value of the corporation's stock or securities. ii) thus, material facts include not only information disclosing the earnings and distribution of a company, but also those facts which affect the probable future of the company and those which may affect the desire of the investors to buy, sell, or hold the company's securities Required Disclosures 10Q – quarterly earnings 10k – annual earnings 8k – material events that occur between reporting periods. Insider Information anyone in possession of material inside information must either disclose it to the investing public or if he is prevented from disclosing to protect corporate confidence, or he chooses not to do so, must abstain from trading in or recommending the securities concerned while such inside information remains undisclosed. a) the insider's duty to disclose information or his duty to abstain from dealing in his c ompany's securities arise only in situation which are essentially extraordinary in nature and which are reasonably certain to have a substantial effect on the market price of the security if the extraordinary situation is disclosed (b)the test of materiality is whether a reasonable would attach importance in determining this choice of action in the transaction in question (c) corporations are only required to disclose that information that is required to be disclosed–there is a duty to disclose every annually, quarterly, and between quarters those events and activities that are extraordinary information (d) a survey of the facts establish that knowledge of the results of the discovery hole K 55 1 would have been important to a reasonable investor and might affect the price of stock (e) a major factor in determining discovery was material is the importance attached to the drilling result by those who knew about it (1) once the information is disclosed, the market will adjust ( 2) the insider traders can start trading as soon as the market can digest the information (in modern society that's quickly) Holding: All transactions in TSG stock or calls by individuals apprised by the drilling results were made in violation of Rule 10b-5 V. Problems of Control (Chapter 6) A. Proxy Fights Proxy is the right to vote someone else's shares Proxies are need to establish quorums (50%+1), which are typically required for an election to count The outcome of voting will depend on which group has collected the most proxies: Under corporate law, shareholders may appoint an agent to attend the meeting and vote on their behalf and hareholder proxy holder Incumbent managers of large firms solicit proxies from shareholders directly Both Tender offers and proxy fights are subject both to the 1934 Securities Exchange Act and to state corporate statutes SEC – Federal Rules Require Certain Disclosures when Soliciting Proxies Proxy statement must be given– statement mu st disclose material information Proxy battles is a way to change the way a firm is manage Proxy Contest proxy contest is a struggle between two corporate factions to obtain the votes of uncommitted shareholders. A proxy contest occurs when a group of dissident shareholders mounts a battle against corporations managers 1.Strategic Use of Prox