And Still We Rise Essay Essay

It is a unique experience to be rendered completely helpless, to be put completely at the mercy of another human being by force. I have felt complete submission of this kind once in my life; I lay on the cold, wet grass, confused, slowly regaining consciousness after being choked out. As I look back on how I have lived my life over the past couple years, this incident is one of the most influential factors. After being so overpowered by another man, I decided that I could never let this kind of thing happen to me again. I became extremely motivated to lift weights, and to learn wrestling and MMA. This experience changed my expectations for myself and helped me realize that it is in my hands to decide how I am perceived. It was a dispute over nothing. Two guys, driven by a natural instinct to fight, finding an excuse to challenge each other. These two guys were me, a scrawny, 100lb 8th grader, and Collin a well built 22 year old. We were sitting around a bon fire with five other friends, but only six fold-out chairs. Collin suggested tap out to decide who got the last chair, and the next thing I remember is the utterly confused feeling as I regained my senses one by one. It was a full minute before I really knew what had happened: unable to break a choke hold, I had refused to tap out and collapsed unconscious on the ground. It is hard to describe the mix of relief and humiliation that I felt as I walked away from the incident. Even though I trusted and respected Collin, he had just proved my vulnerability and made me realize my lack of confidence. I did not, however, accept my defenselessness and move on. I realized that there was no reason for me to have settled for my skinny pathetic build, and I hit the weights. I started lifting six days a week a friend of mine and within three months, had put on fifteen pounds of muscle. A full year later, I weighed 155 and bench pressed over 200lbs. This incident is also one of the main reasons I started wrestling, a sport that I have grown to love and excel in. To complete my self-improvement plan, I took a few MMA classes and got some sparring equipment and a heavy bag to practice on. Since then, I’ve spent hours in my garage letting my anger out on that bag to staying in wrestling shape. Of course I am no were close to my vision for myself, still only 5’ 8†, and well below my goal of muscular development, but I can see that it is possible. This whole process has taught me that I am I control of my own destiny. Any goal is attainable if you work for it, and what doesn’t kill you makes you stronger. This event was not the only factor contributing to my decision to change, I hated being skinny. It was however an incredible catalyst, giving me a specific reason around which to focus my efforts. It made me realize that you are born with no restrictions. No matter what your natural conditions are, they can be changed and formed to fit your ideals. Furthermore, it’s up to you to change them and the effort you put in will be directly reflected in your outcome. This experience brought to light that, when I have a goal in mind, I am incredibly motivated and focused. It has shown that I can maintain interest in a goal and continually set the bar higher and higher. This experience has changed the way I perceive and carry myself. It has shaped me into someone who is comfortable with their abilities and willing to work to improve themselves. It has shown my ability to let setbacks help me grow and demonstrated my strong self motivation. Ultimately, I am very thankful for Collin and what he did for me, in a sense, being completely helpless has been one of the most empowering situations of my life so far.

Major Turning Points in U.S. History (1492-1820) Essay

Throughout documented United States history, immense changes in social, political, and economic establishments have been brought about by perplexing people or conditions. Often, these changes mark a turning point in the progress of civilization as new ideas are formed, new governments raised, or new discoveries put to use in the interest of progress. Whether these pivotal moments in history may be triggered due to a single nonconforming individual or a vast, radical multitude, each turning point has explicit influences and outcomes which shaped America for years to follow. Every important decision has two key dimensions. The first is the outcome in the immediate case, and the second is as a precedent for future development. When calculating the most substantial turning points of something as expansive as an entire country one must discern not merely the immediate effects, but the long-term consequences as well. Throughout the duration of this essay I will briefly analyze what is perceived to be the most imperative turning points in American history politically, socially, culturally, and economically on, not simply an immediate premise, but also on an enduring scale. One of the first major turning point events in early American history was the French and Indian war. The French and Indian war was fought between the French and its American Indian allies against the British colonial forces from the year 1756 to 1763 and is considered one of the bloodiest wars in American colonial history, and the bloodiest American war in the 18th century. It took more lives than the American Revolution and involved people on three continents. The war was the product of an imperial struggle, a clash between the French and English over colonial territory and wealth. The war was fought for 7 years across territory in North America and a major cause for this war was struggle for territorial expansion between Frenc h and English forces. It is also believed that the effects of the French Indian War are the ultimate cause of American Revolution. Before and throughout the French and Indian War, from about 1650 to 1763, Britain essentially left its American colonies to run themselves in an age of neglect. The consequences of the war successfully ended French political and cultural influence in North America. England gained massive amounts of land and vastly strengthened its hold on the continent. The war, however, also had indirect results. It severely eroded the relationship between England and Native Americans; and, though the war seemed to strengthen England’s hold on the colonies, the effects of the French and Indian War played a key role in the deteriorating relationship between England and its colonies that ultimately led into the Revolutionary War. As you proceed onward with the history of our country you reach what is undisguisedly the most significant turning point in American history; the American Revolution. After the French and Indian War, the age of neglect was finished. Britain, wanting to replenish its drained treasury, placed a more substantial tax burden on America and tightened regulations in the colonies. Over the years, Americans were forbidden to circulate local printed currencies, ordered to house British troops, made to comply with restrictive shipping policies, and forced to pay unpopular taxes. Furthermore, many of those failing to conform to the new rules found themselves facing a British judge with no jury. Americans were shocked and offended by what they viewed as violations of their liberties. Over time, this shock turned to anger, which ultimately grew into desire for rebellion. The Treaty of Paris was signed in Paris, France on September 3, 1783. This ended the American Revolutionary War, and gave the colonies their independence from Great Britain. The 13 states were now free to join together and become the United States of America. They could now formulate their own government and conceive their own laws. This freedom was the most substantial effect of the American Revolution. New ideas like those conveyed in the Declaration of Independence were finally allowed to spread and grow in the new country. The British gave America all of the land between the Atlantic Ocean and the Mississippi River, from Canada to the north and Florida to the south. If the revolution had not taken place, it is probable we would still be under British rule today. The newly formed United States of America would need to set up a new national government. The citizens of the new country did not want a government that would inflict high taxes like England did before the revolution. However the new government would be weak unless the states were willing to compromise. The Articles of Confederation specified that all thirteen states had to ratify any new constitution for it to take effect. To avoid this obstacle, the delegates included in the new Constitution a section outlining a new plan for ratification. Once nine of the thirteen states had ratified the document (at special conventions with elected representatives), the Constitution would replace the Articles in those nine states. The delegates figured correctly that the remaining states would be unable to survive on their own and would have to ratify the new document as well. Politically, the creation of a new constitution, led to the establishment of a new centralized democratic government. Socially, more individuals and groups fought to secure rights for themselves, especially women, slaves, and religious groups. Economically, a method for fixing the national debt, along with a strong agrarian base, would help a slow, but steady improvement to American society. Political, social, and economic aspects of the overall American society were affected so dramatically as to create a new country that is so unlike any nation created before it. Benjamin Franklin jokingly made one of the best educated guesses and assumptions of all-time when he said, â€Å"Our new Constitution is now established, and has an appearance that promises permanency; but in this world nothing can be said to be certain, except death and taxe s†. Neither death nor taxes have shown any sign of letting up, and the Constitution has shown plenty of longevity. Over 220 years after the ratification of the Constitution it stands almost untouched to rule and guide the citizens of the United States of America. Thousands of laws, actions, treaties, regulations, and judicial rulings have been made and decided on behalf of this document. This document not only protects and governs the lives of the people, but the businesses and foundations in which they work and own. As American Society continued to grow reaching residency in the millions another huge turning point event arose, the Louisiana Purchase. The purchase of Louisiana by the American President Thomas Jefferson was one of the greatest acquisitions America managed in history. It paved way for easy trade and doubled the total land space of the country. The Louisiana territory encompassed all or part of 15 present U.S. states and two Canadian provinces. The Americans managed to acquire this immense amount of land for merely $15 million dollars. Furthermore this colossal purchase directly led to what is identified as the Lewis and Clark Expedition. The Lewis and Clark Expedition (1804–1806), was the first transcontinental expedition to the Pacific coast undertaken by the United States. Commissioned by President Thomas Jefferson, it was led by Meriwether Lewis and William Clark. It is difficult to overstate the long-term ramifications of the Expedition. The most noticeable immediate effect was the rise in the northern plains fur trade between 1806 and 1812. For Native Peoples, the aftermath of the Lewis and Clark was anything but a positive experience. Perhaps the most devastating was the outbreak of smallpox among the Mandan in 1837, an epidemic which all but destroyed the once-powerful group. To the Native Americans, it was the beginning of an end. Their lives were forever changed by their contact with the fur traders, soldiers, and missionaries that followed in result of the Lewis and Clark expedition. The changes were no less profound for the European Americans either. Lewis and Clark provided valuable information about the topography, the biological sciences, the ecology, and ethnic and linguistic studies of the American Indian. The mysteries of the vast area known as the Louisiana Purchase quickly disappeared after Lewis and Clark.

The Ethical Questions Surrounding Vegetarianism Essay

The Ethical Questions Surrounding Vegetarianism - Essay Example Some choose the vegetarian lifestyle for religious reasons as they find it wrong to eat the flesh of animals. But for many, the decision to adhere to a vegetarian diet comes down not to a matter of nutrition, but a question of ethics. Vegetarians often cite their love for animals as a reason to reject a meat-eating lifestyle, claiming that slaughtering animals for the purposes of consumption is morally objectionable. Still others argue that meat consumption contributes to environmental issues such as pollution, deforestation, and the exploitation of natural resources in the interests of raising feed crops as opposed to more sustainable crops. Whatever the reason, the ethical dilemmas surrounding vegetarianism continue to foster debate among people who wholeheartedly embrace a meat-eating diet and those who condemn the consumption of meat as being morally and ecologically detrimental. It is important to note that there are several levels of vegetarianism by which one can decide to liv e. The catch-all term â€Å"Vegetarian† indicates that a person’s diet does not include the flesh of animals, but the label does allow that animal by-products, such as gelatin, dairy foods, and eggs, can be consumed. Within the vegetarian label, there are several sub-categories. â€Å"Lacto-ovo† (or â€Å"ovo-lacto†) vegetarians eat dairy and eggs, while â€Å"ovo-vegetarians† do not eat dairy, and â€Å"lacto-vegetarians† eschew eggs. There is even a category of dieters referred to as â€Å"pescetarians,† who consume fish and other seafood but no other meats (though many vegetarians do not consider pescetarianism to be â€Å"true† vegetarianism). â€Å"Vegan† is the one of the strictest forms of vegetarianism, as adherents do not eat meat or any animal by-product—this includes the aforementioned dairy and egg products, but also includes any animal-produced food such as honey. But there are offshoots of veganism t hat are even stricter: fruitarians, for example, only eat fruits, seeds, and nuts in an effort to avoid harming plant life, and su vegetarianism not only prohibits the consumption of animal products, but also forbids the eating of all varieties of onion and garlic—essentially, any vegetable that produces an odor. The decision about which path of vegetarianism an individual may take depends on several factors, including concerns about health and weight-related issues and religious beliefs—for example, su vegetarianism is synonymous in many parts of the world with the Buddhist faith. But arguably the greatest influences on a person’s decision to â€Å"go veggie† are questions of morality and ethical behavior. The predominant motivation for many vegetarians is the preservation of animal life. Many vegetarians believe that killing animals for the purpose of eating them is wrong, because animals are living creatures and should be afforded the same right to liv e as human beings. As David DeGrazia states, â€Å"[A]nimals are not mere resources for our use, playthings for our amusement, or even practicing grounds for good behavior towards other humans. They count for something in their own right† (148). Because animals have this â€Å"moral status† in our world, DeGrazia argues, â€Å"it’s wrong to cause extensive, unnecessary harm† to them (149). Abuse of animals is a hot-button topic. Whenever dogs or cats are shown in the aftermath of severe abuse, the public outcry can be deafening, with hundreds of people condemning the abusers while volunteering to shelter the defenseless animal. Yet there is generally not a similar outcry when it comes to the slaughter of animals for meat consumption, because many

It's not the size of the dog in the fight, it's the size of the fight Essay

It's not the size of the dog in the fight, it's the size of the fight in the dog - Essay Example Her father was a radio announcer for years and of course his name was used on air. McClusky did not have trouble with her McFest name until she applied for patent for the continuing concerts. That is, of course, when McDonalds got involved. Knowing you have been served from a company like McDonalds (the big dog) would make most regular people give up (the little dog) but not McClusky, This paper will introduce the fight this little dog plans on winning. McDonlads, it would seem has a McFamily of names that cannot be used by others. Those include McWatchy, McDouble, McJobs, McShirt, McPool, McShades, McFree, McRuler, McLight and even just Mc. So McClusky has the wrong last name. There were no objections from the big dog when McClusky raised $30,000 in charity for the Special Olympics last year. Could it be because McDonlads also supports Special Olympics and it was seemingly free advertising for them. Now, $5,000 of that money has gone to pay lawyers to support the little dogs point of view (fight). McClusky says she cant understand when one company can infringe on the rights ones sir name gives them and will continue this fight in the courts, however, she wants this money to go to charity and not to lawyers. McDonalds says they have the legal mandate to protect their trademark and that trademark means anything that starts with Mc. Well, how can that be, McClusky says does that mean because her name is a Mc name that she does not ne ed a separate trademark as she is already part of the Mc names? Surely they cannot force her to change her sir name and this is her chartable business. McDonalds contends that they will continue this fight and that there will be no use of the Mc trademark and McClusky responds with the fact that she cannot change the name of a concert series that has already been functioning for two years. People expect to see that name and that it is a charitable concert raising money for one of several charities. In fact,

Korean American Media Essay Example | Topics and Well Written Essays - 750 words

Korean American Media - Essay Example That was the reaction that went viral when word spread about the making of K-Town in Los Angeles’ Korea town. Even the Korean American greybeards were afraid that this show would make them look bad.K Town’s executive producer, Mike Le, was amazed at how fast the rumor went before they produced anything. This excitement and media coverage illustrate the thrill felt by the world feels, as if they were not expecting such a show to be released. This gave the production crew the much-needed morale to provide quality production, as they enjoyed media coverage before the show’s release. Magazines like the New York Times, Los Angeles Times, and New York Post. Even SNL and Chelsea Lately covered the story of KTown’s release (Yang, 2012). Soon, Hollywood also got wind of this upcoming reality show, and two prestigious networks were battling over airing of the show. However, things did not work out from there on. This was until LOUD’s newly launched YouTube ch annel aired no holds barred online edition of KTown. The show was described as buzz worthy and high impact. From the cast and character development in K Town, it is evident that its production is aimed at challenging some of the existing stereotypes of Korean Americans. ... This leads to a series of vengeance, betrayal, and romance. This depiction contradicts the model minority stereotype. This is according to an article by Yang Jeff, ‘Tough Times for Tiger Mom as Asian America Meets Jersey Shore’ that was posted in Speakeasy on July 17, 2012.K Town portrays Korean Americans as partygoers, with theimmense preference to the nightlife of Korea town. In this show, both men and women party together and the men are portrayed asflirtatious and fighters.This is contrary to the known stereotype that Korean Americans are conservatives and with good morals. They do not publically display affection like kissing, and they are faithful, sticking to one partner. Furthermore, Korean American women have always been assumedconservative as opposed to outgoing. Their women do not indulge in public drinking, let alone with men. However, K Town’s Scarlet and Jowe both go out, and get seriously drunk after which Jowe starts flirting with other girls. Anot her stereotype is that Koreans mind about their perception and image they portray to the world. Because of this, the show was met by some criticism since the Korean community was afraid of negative depiction of their culture to the world (Wang, 2012). And indeed, the show portrayed the side of Korea’ nightlife that they are not comfortable with exposing to the world. As such, K Town was described as an Asian version of America’s Jersey show. It should be noted that these criticisms do not imply that such occurrences do not happen in Korea. Far from it, they do happen but most Korean K Town critics object because of public exposure. This is according to another article titled ‘The Altered Reality of K

Reactio paper 1 Research Example | Topics and Well Written Essays - 750 words

Reactio 1 - Research Paper Example A Warm December aggrandizes the mystical and hidden understanding of the transcendental feeling of love and ameliorates one’s perception about being human. He was intelligent, grown up, tall, impressive and a tender natured father. She was a sweet, gentle and soft spoken single. However there was one contrast that he was as a whole ardent in nature: on contrary she was very reserved and stand-off-ish. She had a reason for being reserved and the reason was the Sickle Cell Anemia. Unlike Bette Davis and Ali MacGraw and all the other diminishing personas of Hollywood, this story is a timelier segment of a rare blood disease of this girl which remained imprinted in the hearts of the public for a long time. This film attenuated and switched the then discernment of love among the minds of the people and made an altogether new mystical and amusing version of love. The story engulfed the public from the very start as it will be explained in the upcoming context. The actual motivations and the objectives of the movie, "A Warm December" (besides gaining a good reputation) are friendliness with your kids and understanding them, domestic and homely care, affections and virtues, sentimental and emotionally embedded sex, touristic and inspiring and striking personality. It is like a very few hidden and unexpressed emotions which lay in the clandestine veil of the human emotions, which may or may not be understood, but cannot be told for sure. Dr. Matt Younger came to England for the sake of rest and relaxation and to show his daughter the dirt motorbike race. Catherine was also there with her uncle who was an African ambassador. They met, feelings developed Catherine always had a reserved attitude towards the happening around her despite her other capabilities and qualities. That was because she had this disease’s secret. Matt, on the other hand also had some secrets. The craving to live an ordinary life and to forget the bitterest fact that Catherine would liv e not much was so much impregnated in her. After their meeting the same wish mounted further in her heart. Dr. Matt Younger, however on the other hand was a compassionate person, an avid dancer and a racer also, who tried his best to be a good father, and succeeded in his goal. In the movie "A Warm December" the story line inclined towards the originality in expressions and reality. The movie depicts the very capital of west as well as a tour to the African art gallery and some formal musical presentations. The movie is an integration of different experiences, specially parents and children’, the rich and the poor, and the intellectual and the physical. At last when she is free , she cried in a joyous shriek that, â€Å"May I cook?, do all households, spend time with Stefanie?, and not to waste the left precious moments of her life in vain. The story depicts full and positive blend of fine people and set of realities about the Africans, blacks and the American-African tribes . It shows that the anachronistic prejudices and the racism against blacks have long been vanished but the biological effects remained. The fatal facts is the disease which was found to be common in Blacks, but still it was very promising to develop relations between man and a woman regardless of the severity of the illness, which does not count when it comes to the question of love, care and affections. For the romance part in the movie, the director Sidney Poitier, who

Compare and contrast Research Approaches and Methods from text Assignment

Compare and contrast Research Approaches and Methods from text - Assignment Example By comparing and contrasting historical methods with other methodologies, a substantive theory can be developed to form a conceptual framework. Such a framework can create a significant bridge between records characteristically produced by historians and the statistical and experimental models typically brought forward by high theorists. Historical research method versus other approaches Historical research can mean collecting information from conditions that have already taken place and carrying out statistical analysis on this information. One major difference between a historical research and other methodologies is majorly on the manipulation of data. Given that historical method depends on data from the past, it cannot be manipulated in any way. For example, studying older students’ data and those of younger ones may give some insight into the dissimilarities between the varying research methods, but it is impossible to manipulate the work experience. Therefore, historical research may often result in current experiments that try to look at what happened in the past. Apart from the variations, historical research method shares some similarities with other methods, most specifically utilized in business research. Historical Research versus Qualitative Methods Although there are differences between these two approaches, there are similarities as well. Historical research focuses on the narration and interpretation of past events. On the other hand, qualitative studies are focused on ongoing or current events. In historical research method, data sources are similar to those utilized in a number of qualitative studies. They include records, oral histories, documentaries, and eyewitnesses. History links a profession with its legacy and offers a sense of identity, both professionally and personally. However, it does not generally center on identifying social values. For instance, although nursing’s relationship to the whole world is described by his tory, it accomplishes this in an overall sense instead of ascertaining the meaning of the world for an individual (Clarke & Harsh, 2009). The neo-positivistic or positivistic discipline of historical research attempts to trim down history to universal laws. Innovation, verification, and classification of data are used to analyze information as well as an attempt to show cause-effect relations. Researchers in this historical research discipline though they use similar forms of analyzing data like those of the qualitative researchers, come out with very different conclusions (Harris & Brown, 2010). Some statistical analyses and survey methods may also be utilized to improve presentation of objective proof and in this sense too, historical work deviates from pure qualitative methods. The idealist school entirely uses experience and intuition as elements for interpretation. From this point of view, historical researchers perceive it is essential to get the occurrence and reorganize the thought of the inventor relating to the time in context and conditions to make sufficient historical interpretations. In a comparative point of view, one can consider that historical research interprets events in the past while qualitative research examines current events, putting in mind the impacts of history on the context. The interpretations of history and its impacts by the participants such as focus groups, however, are essential to the

An Analytical Study of the Earthquakes as a Natural Disaster Research Paper

An Analytical Study of the Earthquakes as a Natural Disaster - Research Paper Example â€Å"An earthquake is a series of vibrations or seismic (shock) waves which originate from the focus – the point at which the plates release their tension or compression suddenly†. Earthquakes involve the phenomenon where the earth surface shakes at certain points in time. It involves some kind of vibration that is emitted from deep within the earth's crust. Earthquakes result from some shocks that are remitted from within the earth's surface which is felt on the land and in the sea. Earthquakes often cause the damage of building and destruction of properties. The epicenter of an earthquake is the part of the surface of the earth which is the focus of the earthquake. Usually, the epicenter is the point on the earth where the highest impact of the earthquake occurs. Aside from the epicenter, the earthquake is felt in other lands around the epicenter. However, relative to the epicenter, the other areas affected by the earthquake is much lesser than that of the epicenter. Earthquakes are emitted by a series of shocks. There are some large shocks whilst there are other smaller shocks. These shocks shake the earth surface and are known as tremors. The tremors that occur before the earthquake are known as foreshocks whilst those that occur after the major earthquake are known as aftershocks. In terms of occurrence, there dynamics of earthquakes vary with the layer within which an earthquake emanates. Primary waves are body shocks in the earth's interior. The occur deep within the earth and close to the earth's core.

College is worth it Essay Example | Topics and Well Written Essays - 500 words

College is worth it - Essay Example Therefore, after graduation, many students have huge debts to settle despite the reduced availability of jobs. This paper explores whether college education is worth its cost. Students who have acquired college degrees are more likely to get employment as compared to their colleagues with high school education (Time 1). Therefore, though the college education is relatively expensive; it is worth. However, it is important to consider the choice of course that a student enrolls in based on its demand in the market. Some courses are more marketable than others and they pay more and this is especially related to the technical courses such as engineering (Economist 1). The payoff of engineering courses within duration of about 20 years goes beyond a value of 1 million dollars. Students who have achieved a college education are reported to be contented with their investment. In a study that was conducted in United States 86% of the respondents said that college education was worth (Pew 1). This is from the fact that it opened their thinking and they were more likely to get employment as compared to those with high school education. Labor statistics fromUnited States further indicate that the employmentrates for college graduates are twice the national employment average (Konwerski 1). College education will remain valuable also based on the pay gap that is found between college graduate and high school graduates (Leonhardt 1). College education remains worth alsobased onthe fact that the unemployment rate for graduates is less than 5% as compared to the average of 13% unemployment rate in United States (Morgan 1). However, college degree is becoming more expensive and reducing the number of people accessing the education. In contrary, the amount of unpaid loans by college students has grown significantly over the years challenging worthiness of the

The History of Community Policing Research Paper - 1

The History of Community Policing - Research Paper Example In looking for the key variable that provided the cohesiveness and viability to the concept of democracy, Alexis de Tocqueville identified the abundance of voluntary associations (Trojanowicz, 1982). It is likely that American judges, attorneys, and police officers of the 1800s and 1900s had a good sense of values of community, the decisions required relative to crime and social control, and the resources required to maintain the community in a healthy state (Tocqueville, 1961). Democratic ideological fears of adopting an institution from monarchical Europe helped ensure that local political repre ­sentatives would control American police departments. This local control eventually resulted in the misuse of police agencies by politicians and corruption flowed over into police departments (Miller, 2000). The first American police department to advance beyond the night watch concept and organize along the professional lines of Peel's model was the New York City police department in 1845 (Fogelson, 1977). Since the 19th century the United States has seen three specific periods of policing methodology that have been predominately, but not exclusively, directed at urban areas. The majority of information that has been learned from researchers has come from studies that have focused on large metropolitan police departments that were the first to implement these programs (Maguire et al., 1997). These three periods of policing strategy include: the political era, the reform era, and the community problem-solving era.

Philosophical Analysis Essay Example for Free

Philosophical Analysis Essay History of the School National College of Science Technology (NCST) was born in the historic and progressive Municipality of Dasmarià ±as, Cavite, Philippines in 1998. As a brainchild of a 23-year-old visionary entrepreneur in the person of Emerson B. Atanacio, NCST has slowly yet steadily carved its niche in the fast growing and very competitive educational arena not only in the province but in the entire CALABARZON region. With an initial enrollment of 550 students in 1998, the school has now increased tenfold from its original number as it now has a total population of 5,000 students in its conventional programs. The school has been faithful in its mission to provide industry responsive graduates. Thus, in 2005, it ventured into its â€Å"first institutionally developed† course offerings: the Certificate in Manufacturing Technology and the Diploma in Production Technology. Both curricular programs are under the Dual Training System where students are being trained in two avenues of learning – the school and the industry. With an initial enrollment of only 18 students in 2005, it has increased to 1,592 in 2008 and 1,026 as of August 2009. The university town of Dasmarià ±as is an inland town located some 32 kilometres south of Manila, and 27 kilometres south of Tagaytay City. As a rapidly developing municipality, it is situated along the western industrial corridor of the Laguna de Bay basin. It has an area of 234 hectares comprising 6.4 percent of the total area of the province of Cavite. It is bounded in the north and west by General Trias, in the northeast by Imus and east by General Mariano Alvarez and Carmona and in the south by Silang. The National College of Science and Technology (NCST) is one of the leading educational institutions in the vast growing locality of Dasmarià ±as, Cavite. NCST has chosen Cavite as its place of birth due to its strategic location having numerous technology-based industries and companies operating in the different techno parks within the province, which is in cognizant with the institutional commitment of serving the youth of CALABARZON. With its considerable resources, NCST is continuously engaged in the research and development of new courses as well as the enhancement of existing curricula and the further improvement of its facilities to support the various program offerings. Close linkage with the different business and industrial sector has brought forth enhanced training programs where students are simultaneously exposed to both academic and actual work environments ensuring that upon their graduation, they are equipped with employable skills, work knowledge and proper attitude. The NCST Campus is located along the stretch of Emilio Aguinaldo Highway and near the Congressional Avenue East in the university town of Dasmarià ±as, which is a strategic location, and makes it accessible to all parts of the provence of Cavite and of Manila. The campus itself has a two building, 4-storey structure, with fifty-seven (57) classrooms inclusive of fifteen (15) laboratories, all of which are fully air-conditioned. In order to give the students the relevant training required in their respective fields of study, a special laboratory for each course is provided and which include a network of four hundred (400) computer systems and was the existence of five (5) servers that guarantees 1:1 student/computer ratio. Furthermore, Internet access in the World Wide Web is also provided in order to familiarize the student with the sophistication of the information superhighway. Skills development is constantly upgraded to meet the challenging demands of the future. As such, technology-based courses in NCST are equipped with state-of-the-art technical equipment as well as the backing of personnel with technological expertise who ensure that a well-rounded and comprehensive training program, and responds to the demands of the industry for quality and productivity. II Philosophical Analysis The National College of Science Technology (NCST) systems envision to become one of the nation’s leading industry-based educational institution with campuses in key areas around the Philippines. NCST will be a top choice for human resources of every industry. NCST aims to become the institute for nation building, where student excellence is not an extraordinary achievement but a daily way of life. NCST, in response to the commercial and industrial sectors’ need of highly professional and skilled manpower, provides advanced technology and industry-based education, and sets standard of proficiency and competency compatible to the demands of industry, enduring positive work values, competitiveness and quality among its graduates. They aim to contribute to the national development by providing functional and relevant education thereby producing quality and responsible graduates with a strong foundation in character, faith, and love of country. Our graduates will become the change agents who will make a difference for this nation. We will produce professionals, leaders, entrepreneurs or skilled workforce who will become assets to the society and productive citizens of our country. MISSION NCST undertakes the responsibility of providing the country with quality graduates who are trained with industry-responsive knowledge and skills and founded with underpinning values of faith, love of country and humanity, hope, justice, mutual respect and peace. Their academic community accepts the challenge to work hard as a team in the spirit of excellence to ascertain that our vision and mission turn into glorious reality. Furthermore, NCST has its’ core values such as MAKADIYOS ,the foremost value that seeks to experience a lasting relationship with GOD. It inspires the people of NCST with courage, spirit and confidence through faith, love and commitment to God Almighty. MAKABAYAN, this value to kindle the nationalistic spirit of the people. Such aspiration gives the people of NCST a mission and a sense of dedication to work with the best of their skills and abilities by promoting science and technology for the advancement of the nation. MAPAGMALASAKIT , this value promotes understanding of the student’s welfare – the NCST’s primary concern by providing caring environment and amenities conductive to learning. MAY PAGKAKAISA , this value lies on the relationship arising from the common interest, purposes and responsibilities of the people. With this, the people of NCST think, feel and act together towards the attainment of the school’s mission. MAKAKALIKASAN , this value harbors on the ideal of NCST of having a high regard for the preservation and conversation of the country’s environment and natural resources. Having exposed to the mission, vision and core values of NCST, I could say that the institution adapted various philosophy. First and the most dominated philosophy is the Progressivism, a philosophical belief that argues that education must be based on the fact that humans are by nature social and learn best in real-life activities with other people, since NCST aims to become the institute for nation building, where student excellence is not an extraordinary achievement but a daily way of life. The curriculum used by the school are somewhat related or has resemblance with progressivism wherein teachers should not only emphasize drill and practice, but should expose learners to activities that relate to the real life situations of students, emphasizing ‘Learning by doing’. Progressivists emphasize the study of the natural and social sciences. Teacher should introduce students to new scientific, technological, and social developments. To expand the personal experience of learners, learning should be related to present community life. Believing that people learn best from what they consider most relevant to their lives, the curriculum should centre on the experiences, interests, and abilities of students. In NCST they not just study mathematics, literature, science but also courses that require students ability to apply what they learned in the four corners of the classroom to the world outside the school courses like their TESDA courses Certificate in Manufacturing Technology, Diploma in Production Technology, etc. In NCST, students are encouraged to interact with one another and develop social virtues such as cooperation and tolerance for different points of view. The core value of being MAKADIYOS is also related to idealism because in idealism, the aim of education is to discover and develop individual’s abilities and full moral excellence in order to better serve society. On the other hand, their core value of MAKAKALIKASAN shows that they also adapted the philosophy of Naturalism or the love for nature. III Conclusion/ Summary NCST is an institution that aims to provide the country with quality graduates who are trained with industry-responsive knowledge and skills and founded with underpinning values of faith, love of country and humanity, hope, justice, mutual respect and peace. The educational philosophy of this institution such as Values Formation, where in they aim to build the character of every individual and emphasize mutual respect, we put forth our belief in transforming ordinary students to become extraordinary is highly recommendable. Another thing that is good in this institution is their love for nature for they believe that it is our common responsibility to give environmental consciousness, care and protection. They believe that we are all responsible and should take our place in the ecological balance and management and be part of the solution instead of becoming the problem. We should inspire and influence our community in the implementation of our environment programs. Their program which offers courses that develops practical skills is now a key for the students to immediately be hired or have works after their graduation. They continuously aims to develop practical skill enhancement programs to sustain competitiveness among their graduates, creating an avenue of cooperation between the industry experts and the academic community in crafting a more relevant curriculum and more industry-relevant skills pertaining to the technical training requirements of our students. To sum this up, their Values is their heart, their Environmental Concern and Protection represents their Soul, Theoretical Foundation represents their Mind and Practical Skills represents their Body.

Phenomenology Through the Passage of Time

Phenomenology Through the Passage of Time Phenomenology through the passage of time Today architecture has become extremely dependent on peoples visual experience. Writers, poets, philosophers, artists, and experts from diverse areas of life have noticed the increase in the quantity as well as the speed of visual imagery which affect our society. In the context of this observation they have commented by saying the following statements. Italo Calvino (1988, p. 57) has written about the unending rainfall of images, in addition to which Richard Kearney (2002, p. 383) talks about the image addiction, and furthermore Roland Barthes (1964, p. 38) suggests that its the civilization of the image. Through the passage of time, the way we perceive architecture has changed. As the world has evolved, our means of interpreting what we see have evolved with it too. Earlier, during the renaissance period, architecture and art were perceived through static portrayals of paintings, whether it were within the architecture itself or on a canvas. In order to experience the architecture, one had to physically visit the space, which in turn changed the experience one had within the space. The speed and quantity of images during that time period were comparatively lower. As compared to the era of the renaissance, today, art and architecture are perceived through fast moving images, bright LED screens, and flashing signboards. The modern architect has skipped the static era and interprets architecture through the mobility of images. In order for one to know about a famous work of architecture, one doesn’t necessarily have to physically visit the space. The increase in the quantity of i mages today makes it easier to transport images as compared to buildings. Through the infinite amount of images that are available via various resources, the way we perceive architecture today has become extremely different as to how we perceived architecture back in time. In the context of architecture today, Juhani Pallasmaa (2011, p. 119) has written: Architecture is increasingly turning into the fabrication of seductively aestheticized images without roots in our existential experience and devoid of authentic desire of life. Instead of being a lived and embodied existential metaphor, today’s architecture tends to project purely retinal images, architectural pictures as it were, for the seduction of the eye. Since the early part of the twentieth century the basic principals of the theory of phenomenology were moderately applied to architecture, but as an acknowledgement towards modernity the theory emerged as a workable alternative for architectural thought, and more recently the theory has gained a following amongst architects and writers. It is an established fact that the relationship between the architecture and its image is profoundly entwined amongst one another, although there is a another topic that is quite frequently discussed in architecture that rotates around whether there should be a constant need for new innovations or the quest for architecture that already exists amongst us. These two opposing sides of architectural theory were coined the following terms by Peter Eisenman, zeitgeist and genius loci respectively. Those in the favor of the theory of phenomenology towards the approach of architectural design support the genius loci, which in simple terms talks about the spirit and distinctive atmosphere of the place. Therefore this also means that they associate unconventional and new innovations in the field with temporality, hence according to their methodology they prefer informed and descriptive design which they affiliate with the deep understanding of the context of the place. One of the core principles of phenomenology today is that the way we experience architecture is ongoing. That it is a dynamic experience. We experience it with all our senses. This experience in totality is dependent, culturally on where we come from. It differs person to person. The axiom of phenomenology revolves around the successful ability to design and build spaces, through the process or reverse engineering experiences, or by obtaining the crucial requirements that the space needs through personal intuition. One of many experts who have written about this percept, Japanese author Jun’ichirÃ…Â  Tanizaki’s in his work writes about how coming from different cultural backgrounds can immensely effect the experiences that people go through while visiting an architectural space. Similarly many other literature pieces have strongly been favorable towards the theory that the personal experiences that one goes through are unique and differ person to person when it com es to space and context. Furthermore, many theorists in the field of phenomenology also argue that while experiencing an architectural space, one needs to have grounding in relation with the context of the space, as well as ground with the genius loci. Theorists argue that this grounding is extremely necessary as it changes the experience for the better, and that if one experiences the space with no prior knowledge of the context of the space, the experience is not as profitable as the prior. However, I disagree with this theory. I do not agree that grounding is entirely necessary when it comes to experiencing a space. Phenomenology as a theory does not just talk about grounding in relation with context and space but talks about the experiences we feel while we are within the space. It is not about the architecture as much as it is about the people that inhabit the architecture. I think that the experiences that we go through are most definitely effected by where we come from, what our cultural backgrounds are, and what we, as individuals have experienced so far in our life. Going back to the context of this essay, the theory of phenomenology impacts the experiences we have while being within the spaces, but these experiences also change with time. If one experiences a certain range of emotions through their senses while visiting an architectural space, it is not necessary that they will experience the same set of emotions if they visit the space at a different point in t heir life. As time passes, we grow, we mature, and we get exposed to different outlets which in turn change the way we look at things. Our opinions change with time, and so does out perspective. Like many other experts in his field, Martin Heidegger wrote about the theory of phenomenology. His work (1927) broadened the scope of the theory as he suggested to include the semiconscious activities as well as the unconscious mental activities that were related to rational and practical activities. The way Heidegger approached these ideas were more practical than those of Edmund Husserl. He favored to find truths in relation with deep understandings of being. Through his work Heidegger secured a link between the theory of phenomenology and the practice of architecture, which has continued to influence experts from both these fields till today, theorists as well as architects. Numerous philosophers, writers, architects and theorists have condemned the analytical debate about the influence phenomenology has on architecture and design. Many architects have been linked to the theory with the work that they’ve put forward into the field. Although the extent of this relationship between the theory and their practicality while building varies. Some of these architects include: Alvar Aalto, Peter Zumthor, Hezrog and De Meuron and Louis Kahn. Individually they have all practiced changing the theory into practicality through their respective experiences. They have done this by studying the precise context and culture in relation with their design for the spaces, the aim of these works are to impact the users of the space in the same way that the architects were impacted, and in order for the users to imitate these experiences in the way that these architects has intended to put across. Opinions of the experts on the theory of phenomenology vary from person to person. The opinions on how the practice of this theory on architecture should adapt to times today differ as well. Pallasmaa (2009) insists that we should do the following, Instead of participating in the process of further speeding up the experience of the world, architecture has to slow down experience, halt time, and defend the natural slowness and diversity of experience. Architecture must defend us against excessive exposure, noise and communication. But I think that in reality the world is constantly moving at a fast pace which makes it extremely difficult to slow down experiences and time with it. Even though this would be the ideal way to approach meaningful experiences that people would go through while visiting a space, it is very difficult to achieve. In this context Rem Koolhas has said the following quote in an interview with the a magazine (Icon Magazine 2004) Any architectural project we do tak es at least four or five years, so increasingly there is a discrepancy between the acceleration of culture and the continuing slowness of architecture. I think that throughout time architecture has come up to be one of the most impactful and crucial reflection of cultures across the world. Whether we talk about historical monuments such as Coliseum in Rome, the Taj Mahal in India or whether we talk about modern day iconic buildings such as the Guggenheim Museum and the Empire State Building, each building reflects a different story of a different period of time that we have passed. While older cities have retained their essence and transport us back to a different time and era, modern day metropolitan cities are constantly moving at a fast pace, they don’t give us the time or the essence to look back and feel experiences about our past. They in turn project a vision of the future, and push us towards that future. Similarly phenomenology through time reflects different emotions on us at different points in our life. In this context it is not necessary that one must absolutely have prior knowledge about the context and genius loci of the space. A completely fruitful experience can also be achieved as architecture appeals to our senses, and its only a matter about what those senses do to our emotions. These emotions can vary due to various aspects at that point in time. It could be affected by the experiences we have previously encountered in our life, or it could trigger a range of emotions that have been enforced upon us while we visit the space. These range of emotions do not need to be grounded to the context of the site in order to felt. They can be affected by the essence of the space, just the way old cities have a different atmosphere to it. Although what I feel it is not necessary that the person I visit the place with feels the same while being within the space. These experiences also differ due to our cultural backgrounds and upbringings. I do believe that phenomenology as a theory plays an important role in experiences we feel while being within spaces, but I also think that the theory is almost flawed. Personally I think that thinking, processing and designing through the theory of phenomenology requires to envelope the ideology that it is extremely difficult to design spaces and just based on practicality and rationalization, but it is not that that difficult that an essence cannot be effectively felt through basic intuition and through the study of knowledge that we have but its just subconsciously or unconsciously there within our reach to access. To achieve a space that works functionally yet embodies the essence that is meant to trigger a set of emotions, both of the prior ways need to be combined and be constructively applied through design methodology. Only by doing this can a designer or an architect create a space where there is ambiguity and instinctiveness, as well as senses that are not visual which act as perfect tools to experience the architectural space. To conclude my essay, I think that through time as we grow and evolve, we are exposed to far more experiences which slightly change the way we look at things every time. The more exposure we get the more we grow spiritually and emotionally. This changes the way we experience spaces. I think that phenomenology is deeply intertwined with the concept of time and growth. It is also deeply intertwined with the speed at which we experience things. Through the passage of time we experience architecture differently and that phenomenology plays an extremely vital part in the equation of experiencing spaces.

Attendance System Using Fingerprint

Attendance System Using Fingerprint The project entitled ATTENDANCE SYSTEM USING FINGERPRINT is to provide an authentified attendance system for Roots Industries Limited. This software provides various information, which is useful for user as well as administrator. This software can be used as a whole in organization, or can partly used as separate modules, whenever needed. The project deals with capturing the thumb impression of the employee through the thumb scanner and authenticates with the already registered impression. Attendance will be marked for the matched employee. With the in-time and out-time, the total hours worked by the employee in a day and days worked for the month is calculated. The salary is calculated from loss of pay, basic pay, allowances, and deductions. One of the main advantages of this software is its user friendliness and validation can be done for each and every employee entered. New entries can be registered very easily and if not needed then it can be deleted from the software. The environments being used are VB.NET as front end and SQL Server as back end. This project is developed in the Operating System, Microsoft Windows XP. CHAPTER I INTRODUCTION This chapter contains the problem definition, about the system environment and the organization profile which gives details about the company. PROBLEM DEFINITION OBJECTIVE AND SCOPE The main objective of this project is to do the following operations Thumb impression Comparisons Attendance Calculation Payroll Calculation The scope of the project is to capture and verify the thumb impression of the employee. And also provide effective means to calculate attendance and payroll for the employee by using thumb impression. This project would greatly help in simplifying the manual attendance calculation and payroll calculation. PROBLEM DESCRIPTION This project makes use of fingerprint to authenticate the employee. This project makes use of the physical hardware device, the thumb scanner to capture the thumb impression of the employee. The Administrator registers the details of new workers. He also registers the unique thumb code of the employee generated by the Thumb scanner. This thumb code is generally an alphanumeric code and it is stored in the database. The employee uses the thumb scanner when he enters and leaves the work place for attendance marking. The generated code is matched with the stored thumb code in the database. The attendance is marked for the corresponding employee where thumb code matches with the generated ones. If there is no match with the thumb code then the administrator will take in charge to check whether the person is a new employee or not. The time duration between intime and outtime is calculated and it is stored as hours worked by the employee. Each time when the outtime is marked the duration is calculated and hours worked (field) is updated. The employee may take leave. The leave taken by the employee is calculated as loss of pay for him. It will be used to calculate net pay for the employee in the payroll calculation. During salary calculation the monthly attendance of the employee, loss of pay, the allowance such as HRA, DA and deductions such as PF, LIC are considered. 1.2 SYSTEM ENVIRONMENT HARDWARE REQUIREMENT Processor : Intel Pentium 4 Scanner : Thumb scanner Hard disk : 40 GB RAM : 224 MB CD-Drive : 48x with R/RW Floppy disk : 1.44 MB Display type : SVGA color monitor Keyboard : Standard 104 Keys Mouse : Logitech. SOFTWARE REQUIREMENT Platform : Windows XP Front End : VB.NET Back End : SQL Server 1.3 ORGANIZATION PROFILE Park Solutions is emerging as one of the leaders in the field of software development by delivering comprehensive financial business solutions software and services. With state of the art facilities our software development centre caters to many diversified software requirements. Here challenging projects are undertaken by bright and enthusiastic teams using high-end software solutions and cutting edge technologies. MISSION Will to win in the competitive world by exceeding expectations. Achieving the hallmark of success, a platform to attract customers. Treating every goal/target as a challenge. Creating value at every angle/turn in each of the business units. Motivation through team work. VISION Innovation: Striving to be the best through being the first in all services and solutions. Quality Service: Always setting a target to exceed expectations. Diversity: Stamping the quality mark on a diversified community. Global View: Focus on the world market for constant improvement. Customer Satisfaction: Setting a chain reaction of satisfaction in each customer and creating reliability. FOCUS Serving the community for an improved and better life through its multi commitments in health care and other services. Providing means to the society for quality-oriented services. Opening new opportunities in the diversified business units. Keeping ahead with competitors in the market with services exceeding expectations. Conscientious contribution to the society through free health care services. CHAPTER II ANALYSIS This chapter contains the detailed description about the existing system and its disadvantages, the need for the proposed system and its advantages. The requirements specification is followed by the system analysis model. The system analysis model gives a clear representation of both the Entity Relationship diagram and the Data Flow diagram. 2.1 THE EXISTING SYSTEM The system currently used in the organization is manual work. The main drawbacks of the existing system is, It is time consuming process. There is a possibility for loss of records. Tedious paper work. Manual calculations may be wrong. 2.2 THE PROPOSED SYSTEM The proposed system will overcome all the difficulties of the existing system. The advantages of the proposed system is, The proposed system will provide best security than the existing system. Less time consuming. No records will be lost. Easy to maintain. The proposed system is easy to access and user friendly. No chance for duplication of thumb impression of employee. 2.3 SYSTEM REQUIREMENTS FUNCTIONAL REQUIREMENTS EMPLOYEE DETAIL MANAGEMENT The administrator registers the details of new workers. He also registers the unique thumb code of the employee. The thumb code is generally an alphanumeric code. FINGERPRINT RECOGNITION The employee uses thumb scanner when he enters and leaves the work place The thumb scanner will generate the thumb code for the received impression. The generated code is matched with the stored thumb code in the database. If there is no match for the generated code an error message will be displayed. ATTENDANCE CALCULATION The attendance is marked for the matched impressions. The time duration between intime and outtime is calculated The time duration is stored as hours worked by the employee. Each time when the outtime is marked the duration is calculated and hours worked (field) is updated. PAYROLL CALCULATION The leave taken by the employee is calculated as loss of pay. The loss of pay will be used to calculate net pay for the employee. Salary calculation includes monthly attendance, loss of pay, the allowance such as HRA, DA and deductions such as PF, LIC. NON-FUNCTIONAL REQUIREMENTS Non functional are properties and qualities the software system must possess providing its intended functional requirements. Operational Requirements: These requirements specify the environment in which the software will be running, including, hardware platforms, external interfaces and operating systems. This project is done using VB.NET and SQL Server in XP environment. Performance Requirements: These requirements specify possibly lower and upper bounds on speed, calculation of time and storage characteristics of the software. The attendance and payroll calculation time is minimized. Maintainability Requirements: These requirements specify the expected response time for dealing with various maintenance activities. The maintenance of the fingerprint attendance system is good. Security Requirements: These requirements specify the levels and types of security mechanisms that need to be specified during the operations of the system. The attendance system is highly securable as we use thumb impression. 2.4 SYSTEM ANALYSIS MODEL 2.4.1 PROCESS MODEL LEVEL 0: CONTEXT FLOW DIAGRAM Fig 2.1 Context Flow Diagram This Fig 2.1 represents the Context Flow Diagram of the Attendance System using Fingerprint. The thumb impression of the employee is taken as input and the days worked by the employee are generated as output. LEVEL 1: DATA FLOW DIAGRAM Fig 2.2 Level 1 Data Flow Diagram This Fig 2.2 represents the Level 1 Data Flow Diagram of the Attendance System using Fingerprint this diagram explains how the attendance is calculated. The thumb code of the employee is taken as input and in-time or out-time of the employee is marked based on the entry or exit of the employee. From this, the days worked by the employee is calculated as output. LEVEL 2: DATA FLOW DIAGRAM Fig 2.3 Level 2 Data Flow Diagram This Fig 2.3 represents the Level 2 Data Flow Diagram of the Attendance System using Fingerprint. This diagram explains how the salary is calculated from the number of days worked and loss of pay. From the days worked the salary of the employee is calculated based on the basic pay, allowances and deductions. 2.4.2 DATA MODEL ENTITY RELATIONSHIP DIAGRAM Fig 2.4 Entity Relationship Diagram This fig 2.4 represents the Entity Relationship Diagram for Attendance System using Fingerprint. 2.4.3 USE CASE DIAGRAM Fig 2.5 Use Case Diagram This Fig 2.5 represents the Use Case Diagram for the Attendance System using Fingerprint. 2.4.4 ACTIVITY DIAGRAM Fig 2.6 Activity Diagram This Fig 2.6 represents the Activity Diagram of the Attendance System using Fingerprint. 2.5 TEST PLAN Test case no: 1 Description: Validating the administrator by providing Login Id and Password. Expected result: If incorrect Login Id or password was given an error message LOGIN INCORRECT will be displayed. Test case no: 2 Description: Validating the administrator by providing Login Id and Password. Expected result: If correct Login Id and password was given LOGIN CORRECT message will be displayed and control is transferred to Administrator form. Test case no: 3 Description: Capturing thumb impression of the employee. Expected result: If there is no matching record for the current thumb impression then No such employee message will be displayed. Test case no: 4 Description: Capturing thumb impression of the employee. Expected result: If there is matching record for the current thumb impression then attendance is marked for that employee. Test case no: 5 Description: Registering the new employee details. Expected result: Registered message will be displayed. CHAPTER III SYSTEM DESIGN This chapter includes various designs of the systems namely architectural design, database design, user interface design, module design and procedural design. 3.1 ARCHITECTURAL DESIGN Attendance System Using Fingerprint Employee Detail Management Fingerprint Recognition Attendance Calculation Payroll Calculation Fig 3.1 Architectural Design This fig 3.1 represents the Architectural design of Attendance system using Fingerprint. This system is divided into four modules. They are Employee detail management Fingerprint Recognition Attendance calculation Payroll calculation EMPLOYEE DETAIL MANAGEMENT The administrator registers the details of new workers. He also registers the unique thumb code of the employee. The thumb code is generally an alphanumeric code. FINGERPRINT RECOGNITION The employee uses thumb scanner when he enters and leaves the work place The thumb scanner will generate the thumb code for the received impression. The generated code is matched with the stored thumb code in the database. If there is no match for the generated code an error message will be displayed. ATTENDANCE CALCULATION The attendance is marked for the matched impressions. The time duration between in-time and out-time is calculated The time duration is stored as hours worked by the employee. Each time when the out-time is marked the duration is calculated and hours worked (field) is updated. PAYROLL CALCULATION The loss of pay will be used to calculate net pay for the employee. Salary calculation includes monthly attendance, loss of pay, the allowance such as HRA, DA and deductions such as PF, LIC. 3.2 DATABASE DESIGN TABLE NAME : EMPLOYEE Table 3.1 Field Name Data Type Constraint Description E_Id Int(4) Primarykey Id of the employee E_Name Varchar(20) Notnull Name of the employee Dob Datetime(8) Notnull Date of Birth Sex Varchar(6) Notnull Male/Female t_code Varchar(500) ForeignKey Thumb code of the emp Address Varchar(25) Notnull the employee address Phno Int(4) Null Contact Number dateofjoin Datetime(8) Not null Date Of Join Mobileno Int(4) Null Contact mobile number Dept_name Varchar(25) Not null Name of the department. This Employee table includes the employee details of Attendance System Using Fingerprint. TABLE NAME: THUMBSCANNER Table 3.2 Field Name Data Type Constraint Description T_code Varchar(25) Primarykey Thumb code of the employee E_id Int(4) ForeignKey Id of the employee This thumb scanner table includes the thumb code and employee id of Attendance System Using Fingerprint. TABLE NAME: ATTENDANCE Table 3.3 Field Name Data Type Constraint Description t_code Varchar(25) Foreignkey Thumb code of the employee Intime Datetime(8) Null User entry time Outtime Datetime(8) Null User outtime Hrsworked Int(4) null Difference between in and out time Totaldays Int(4) Notnull Days worked in a month This attendance table includes the Hours worked field that is determined from the difference between the times. From the Hours worked field total days is calculated. TABLE NAME: LEAVE Table 3.4 Field Name Data Type Constraint Description E_Id Int(4) Foreign key Id of the employee Medicalleave Int(4) null Remaining medical leave Casualleave Int(4) null Remaining casual leave Leavetaken Int(4) null Leaves taken in the month. This leave table includes the leave taken by the employee for the month. TABLE NAME: SALARY Table 3.5 Field Name Data Type Constraint Description E_Id Int(4) Foreignkey Id of the empoloyee Basicpay Float(8) notnull Basic pay of the employee Pf Float(8) notnull pf% for the employee LIC Float(8) notnull LIC% for the employee Netpay Float(8) notnull Salary for the employee Lossofpay Int(4) null Loss of pay for the employee Grosspay Float(8) Notnull Grosspay of the employee. Hra Float(8) Notnull Hra% for the employee. da Float(8) Notnull da% for the employee. 3.3 USER INTERFACE DESIGN MAIN FORM Screen 3.1 This Screen 3.1 is the main form of Attendance System using Fingerprint. MAIN FORM SHOWING MENU OPTIONS Screen 3.2 This Screen 3.2 is the main form of Attendance System using Fingerprint. In the main menu when employee is selected user and admin options will be shown. ADMINISTRATOR LOGIN FORM Screen 3.3 This Screen 3.3 represents the administrator login. Here the password and login should given by the administrator. ADMIN FORM Screen 3.4 This Screen 3.4 represents the administrator form. This form will be shown only when the password and login in the admin form is correct. ADMIN FORM SHOWING SUBMENUS Screen 3.5 This Screen 3.5 represents the administrator form. This form represents the choices in the main menu. REGISTRATION FORM Screen 3.6 This Screen 3.6 represents the registration form. Administrator gets the details from the new employee and stores it in the database. ADMIN FORM SHOWING MENU OPTIONS Screen 3.7 This Screen 3.7 represents the administrator form. This form represents the subdivision in the main menu. VIEW FORM Screen 3.8 This Screen 3.8 represents the view form. 0Administrator will select the id from the combo box if he needed to know the details of the employee. MAIN FORM SHOWING VIEW OPTIONS Screen 3.9 This Screen 3.9 represents the main form of the attendance system using fingerprint. LEAVE FORM Screen 3.10 This Screen 3.10 represents the leave form. Here the employees have to select the date of leave. SALARY FORM Screen 3.11 This Screen 3.11 represents the salary form. The salary of the employee will be displayed with his name. MAIN FORM SHOWING MENU OPTIONS Screen 3.12 This Screen 3.12 is the main form of Attendance System using Fingerprint. In the main menu when employee is selected user and admin options will be shown. ATTENDANCE FORM Screen 3.13 This Screen 3.13 is the Attendance form of Attendance System using Fingerprint. This form displays the details of the employee when the current thumb impression matched with the impression stored in the database. 3.4 PROCEDURAL DESIGN EMPLOYEE DETAIL MANAGEMENT Start Administrator gets new employee details Stores into database Stop Fig 3.2 This fig 3.2 represents the procedural design of employee detail management module of Attendance system using fingerprint. FINGERPRINT RECOGNITION Stop Fig 3.3 This fig 3.3 represents the procedural design of fingerprint recognition module of Attendance system using fingerprint. ATTENDANCE CALCULATION Start Recognize the employee Marks in-time and out-time Hours worked per day is calculated Days worked is calculated Stop Fig 3.4 This fig 3.4 represents the procedural design of attendance calculation module of Attendance system using fingerprint. PAYROLL CALCULATION Start Basic pay, hra, da, lic, pf are retrieved from database Loss of pay is calculated for leave taken by the employee Net pay is calculated from allowances, deductions and loss of pay Stop Fig 3.5 This fig 3.5 represents the procedural design of payroll calculation module of Attendance system using fingerprint. CHAPTER IV TESTING AND IMPLEMENTATION 4.1 TEST REPORTS Test case no Description Iteration No Expected result Actual Result Reasons for Failure 1 Validating the administrator by providing Login Id and Password. 1 Login correct Incorrect login Login Id and Password are incorrect. 1 Validating the administrator by providing Login Id and Password. 2 Login correct Correct login 2 Capturing thumb impression of the employee 1 Submitted Submitted 3 Registering the new employee details 1 Registered Registered 4 Invalid person places the thumb impression 1 No matching record No matching record 4.2 SYSTEM IMPLEMENTATION STEP 1: Start the process. STEP 2: Employee places the thumb on the thumb scanner. STEP 3: The scanner generates thumb code corresponding to the thumb impression. STEP 4: This code is matched with the already stored code in the database. STEP 5: If there is a match, the employee ID and employee name is retrieved from the employee table and present time is marked as intime or outtime correspondingly to the entry or exit of the employee. STEP 6: If no match occurs then No Record for the Employee message will be displayed. STEP 7: The difference between intime and outtime is marked as hours worked and each time when the employee goes out the hours worked field is updated in the database. STEP 8: According to the total no of hours worked by the employee ,attendance is marked (as half day or full day). STEP 9: The total number of days worked in the month is calculated. STEP 10: Accordingly no of leave taken by the employee is noted. STEP 11: If the casual leave and medical leave taken by him is more than the allotted leave then it is considered to be the loss of pay. STEP 12: The allowances such as HRA, DA are added and the deductions such as PF, LIC, loss of pay are deduced from the basic pay and thus the net pay is calculated. STEP 13: To include a new employee the administrator has to be logged in using the login-id and password. STEP 14: He registers the employee details such as employee-id, employee-name, date-of-birth, date-of-join, mobile-no, sex and address. STEP 15: Stop the execution. CHAPTER V CONCLUSION The use of computerized approach in employee recognition reduces lot of time and provides more security and accuracy. The system is very flexible and user friendly. Further enhancements can me made with less effort. Modification can be made to the system with out much difficulty. The system is easy to access, understand and recognition of thumb impression enables the administration to do the attendance calculation work with less effort. There is a scope for enhancement of the project in terms of advanced technologies and uploading facilities. FUTURE ENHANCEMENTS The adopting of Object Oriented Design (OOD) methodology in handling the software development makes it easy to accommodate changes, maintain, enhancements in future and upgradeability. The use of Database methods in this project enhances easy maintainability. As these mechanisms are reused, the development of newer modules and upgrading of the software to newer technology is effortless and straight forward.

The Dietary Drug Xenical: A Breakthrough in Combating Obesity :: Biology Health Essays

The Dietary Drug Xenical: A Breakthrough in Combating Obesity In addition to the negative social drawbacks associated with being obese, there are several physical and health risks. Because of this, the issue of obesity has become a widely discussed topic in the United States, especially during the past twenty years. Experts have estimated that somewhere between one in every four and one in every three Americans are obese, and over 55% of Americans over the age of twenty could be classified as being overweight. This number continues to rise. Body Mass Index (BMI) is a scale that uses height and weight to determine body fat. This figure can then be compared to averages to determine if one is at risk for particular health risks. A BMI over 25 is considered overweight, and over 30 is obese. The risk factors that are associated with obesity include diabetes, coronary artery disease, stroke, gallbladder disease, sleep apneas, and even some types of cancers. With all of these health concerns, why is obesity an increasing problem? According to the Colorado Health Net the cost of treating obesity and health-related concerns amounts to about $68 billion per year, not including the $30 billion per year spent on additional weight loss diet programs and special foods. http://www.coloradohealthnet.org./. There are many different viewpoints as to ways to attack the growing problem of obesity. Experts claim to have found an obesity gene, which explains that those who are obese have little control over it http://dmi-www.mc.duke.edu/dfc/gene.html . When the gene is altered in mice, the amount of fat stored in the body varies. Because of the newness of the research and the obvious costs associated with this, it is not a likely procedure. Even though genetic manipulation as a treatment for obesity is years away from practical application, science has attempted to tackle the problem of weight loss in several different ways. One such method uses insulin manipulative drugs in an effort to stabilize blood sugar that would otherwise aid in the storage of fat. Another method uses beta- receptor stimulation to increase thermogenesis. Additionally, appetite is controlled through the use of selective seretonin reuptake inhibitors (SSRI’s) and other appetite satiating drugs. Special diets and exercise seem to be the most widely practiced method of weight loss, but with obesity being such an enormous health risk, many are seeking additional treatments.

Harsh Issues in A Streetcar Named Desire :: Streetcar Named Desire

Harsh Issues in A Streetcar Named Desire      Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚   A Streetcar Named Desire, by Tennessee Williams, is a play which deals with many harsh issues like spousal abuse, rape, and insanity. The play is mainly about Blanche and her sister Stella. Blanche arrives at her sisterÕs house after being fired from the school where she taught and after loosing the big family house. She says she is on a leave of absence, but Stella and her husband, Stanley, soon find out the truth. Throughout the play Blanche acts as someone she isnÕt, in order to hide her past and hope that someone will desire her. Her escape is futile for her past is uncovered, and her last chance to meet a man is destroyed.The main theme of this play is the uselessness of escape. Blanche arrives at her sistersÕ house acting like someone she isnÕt. Her dirty past, and her motives for puting on this act are quickly discovered and Blanche ends up in a nut house.      Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚   When Blanche arrives at her sistersÕ home she says that she has come to stay with them temporarily because she has lost the family estate (she could no longer support it financially). Blanche has an air of superiority, indirectly commenting on where her sister lives and acting as if she has more class. When Stanley meets Blanche he is quickly suspicious of how she obtained all of her clothes, furs and jewelry. In the third scene Stanley is drunk after a poker night and hits his wife. They reconciliate the same night and Blanche puts on an act of how terrified she is, even after being reassured by two people the event wasnÕt a big deal. In scene four Blanche tells her sister about one of her rich friends that could send her some money and get her out of her bind. This is a lie, later on Stanley finds out that this man is not rich, and just an old aquantance of Blanche. Later on Blanche has a converstaion with Stella, which Stanley over hears, where she speaks of Stanley calling him primitive and saying he has animal like behaviors. This turns Stanley against Stella, even though he says nothing to her face. Blanche meets Mitch one of StanleysÕ friends, and one day she explains to her sister that she wants to decieve Mitch so that he wants

Three Sociological Perspectives :: Sociology Functionalist Conflict Interactionist

Three Sociological Perspectives This paper discusses three approaches that can be taken when studying Sociology. There are many subjects to be studied and discussed in the field of Sociology, and the approach chosen to study a particular subject is called a perspective. There are three different perspectives, and they are functionalist, conflict, and interactionist perspectives. This paper compares and contrasts these different perspectives with one another. When studying in the field of Sociology everyone is going to approach topics in a different manner. No two people are going to have the exact same view on a particular subject. There are however, three major categories in which people might choose to approach topics. The approaches are know as sociological perspectives and are the functionalist, conflict, and interactionist perspectives. These perspectives name different ways in which different people choose to analyze a subject, and how they look at a society as a whole. The following paragraphs compare and contrast the three, and identify major characteristics of each. Functionalist Perspective Definition "The functionalist perspective is a sociological approach which emphasizes the way that parts of a society are structure to maintain its stability,"(Schaefer & Lamm, 1998). This perspective looks at a society in a positive manner and sees it as stable, with all the parts working together. Under the functionalist view every social aspect of a society contributes to the society's survival, and if not, the aspect is not passed to the next generation. Founders There are two people who where mainly involved in the development of the functionalist perspective, they are Emile Durkheim, Talcott Parsons. Durkheim contributed to the functionalist perspective when she was studying religion, and how it was responsible for people feeling solidarity and unity in groups. Parsons was a sociologist from Harvard University who was greatly influenced by Durkheim. In return, he influenced Sociology by dominating the field, with his functionalist views, for four decades (Schaefer & Lamm, 1998). Characteristics When approaching a subject with the functionalist perspective, manifest and latent functions as well as dysfunctions are looked at and studied. A manifest function of an institution is one that is stated and expected. A latent function is one that is unexpected or can show a hidden purpose of an institution, and a dysfunction is a component of a society that can cause instability (Rothman, 1998). These functions and dysfunctions are use in analyzing a society.

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