Corporation Law Case Study

Corporation Law Case Study 1. What common law duty and statutory duty if any has Julian breached? In the case involved, Julian had definitely breached his common, as well as statutory duties as a Director of Property Developments Ltd when he intentionally disclosed a confidential information, the bidding prices of various interested architectural firms, to his brother Raphael. More so, his failure to disclose to the Board that Raphael who will submit a tender is an act of dishonesty and bad faith. Common law provides that due to the fiduciary role of directors in the company, they have a duty not to abuse any confidential information that they knew or acquire as a consequence of their position. In Thomas Marshall (Exports) Ltd v Guinle [1979] Ch 227., the Court states that it is a breach of duty if a Director would be disclosing details of the companys clients or suppliers in situations where such information would be considered to have been given in confidence. That in the case sample, it was clear that Julian who was in charge of the tender process, intentionally discloses the bidding prices of the various interested firms so that his brother could make a better bidding price. More so, Julian also violated Section 183 of the Corporations Act 2001 Use of Information. Under the said proviso, it states that: A person who obtains information because they are, or have been, a director or other officer or employee of a corporation must not improperly use the information to: (a) gain an advantage for themselves or someone else; or (b) cause detriment to the corporation. A person who obtains information because they are, or have been, a director of a corporation must not improperly use the information to gain an advantage for themselves or someone else, or cause detriment to the corporation. (s 183 Corporations Act 2001 (Cth)). Another duty that Julian breached is his failure to disclose that his brother will submit a tender whom he initially informed of the bidding prices of his brothers counterparts. Directors have a duty not to have a personal interest in a transaction with the company. A director will breach this duty where he or she enters into a contract with the company either directly (by personally contracting with the company) or indirectly (such as where the director is both a director and shareholder of another company which contracts with the first company of which he/she is a director).[1] Another qualification to the duty to avoid conflicts of interest is where a director makes  fulldisclosure of the nature of his or her interest in the transaction to members of the  company at a general meeting, and the transaction is approved by ordinary resolution.[2] Julian breached his duty to act in good faith because he leaked the information to his brother and did not disclosed his relationship with Raphael to the Board. 2. What common law or statutory duty have Sol and Daniel breached? A director or other officer of a corporation must exercise their powers and discharge their duties with the degree of care and diligence. (Section 180-Corporations Act 2001). Directors are required to make an informed and independent judgement on decisions put to the board of directors[3], and are required to place themselves in a position to guide the company and monitor its management.[4] As directors, Sol and Daniel should have verified or put queries to the proposed land to be acquired by the company. It is their basic duty to know the value of the land and how to finance the acquisition as the interest of the company is at stake in the situation. In Land Credit Company of Ireland v Lord Fermoy, 771, Lord Hatherly states, it would be carrying the doctrine of liability too far to say that directors are liable for negligence, not because they did not ask whether [the borrowers] were solvent and respectable, but because they did not inquire what they were going to do with the money. Applying the afore stated doctrine, it laid that Sol and Daniel failed to observe their common and statutory duty to act with care and diligence. 3. If the directors have breached their duties do any of them have a defence and if not what are the consequences for them? Julian can be slapped with civil and criminal charges because of his acts. In the case sample, he breached his duties to act in good faith, not to make improper of position and not to make improper use of information. Julian can hardly have a defence on his side if his acts are discovered. As to Sol and Daniel they can be charged with civil offense for acting without care and diligence. However, both can make a defence that they did not acted in bad faith as they are in honest belief that the deal was proper and most importantly it did not put the company into disadvantageous position. If proven guilty, Julian, Sol, and, Daniel could be fined up to A$ 200,000.00, or ordered to be disqualified as director as their civil liabilities. As to the criminal liability of Julian he could face an imprisonment up to five (5) years or a fine of A$ 200,000.00 or both. References Corporations Act 2001 pwc.com.au. A guide to directors duties and responsibilities for non-listed public companies and proprietary companies in Australia Ian M Ramsay 1997, Corporate Governance and the Duties of Company Directors. The Centre for Corporate Law and Securities Regulation Faculty of Law The University of Melbourne [1] South Australia v Clark (1996) 14 ACLC 1019. [2] Woolworths Ltd v Kelly [1991] 22 NSWLR 189 [3]AWA Ltd v Daniels (t/as Deloitte Haskins Sells) (1992) 7 ACSR 759 [4] Daniels (formerly practising as Deloitte Haskins Sells) v Anderson (1995) 37 NSWLR 438

My Writing is My Voice :: Teaching Writing Education Essays

My Writing is My Voice For the longest time, I really did not know who I was. Not that I was confused about who I saw in the mirror, but I had know idea why I thought the way I did about things. Science had always interested me. Animals have such a unique character created out of the need for survival. They are not influenced by outside pressures to conform. I made the decision to study them for the rest of my life. But I really did not know what separated me, as a human, from my cat. The school systems and church tried to give me explanations. They encompassed the fact that I think logically, have problem solving skills, emotions, and make decisions based on these emotions. Animals did not have these abilities and this separated them form us. But the education started to contradict itself. After being exposed to a vast majority of animals, I saw abilities that humans cannot posses. Some can fly, breath underwater, and exist in climates where humans cannot without artificial devices. Humans cannot survive winters without clothes or travel the oceans without boats. The system was lying to me. Animals could adapt and think quite well. We were not better, just different. This made me lose faith in the system and I began to take up independent thought. Because I thought I should be a truly independent thinker, I believed that everything I knew was a product of my own discovery. Within my own mind, everything was the way it was because I thought it. The rest of the information in my head was only a bunch of stuff set up by society for me to learn. When I left my small town of Big Lake after graduation, I was in search of a higher education. Where? A university of course! I rushed into the world of undergraduates with hopes and dreams of someday being able to explain a reason for everything. But I did not want to do it in the same fashion the system was requiring it. They made the rules and I was supposed to follow them. I did not like what they had to say. I questioned most everything. There were disciplines though that I did not question. Physics, biology, and chemistry existed long before humans. I have already seen them in nature. Nature itself was proof enough to believe in their validity.

Conceptual Development Reasoning And Implications Commerce Essay

Many of us execute systematically with persons from other societies and making. Every so frequently this goes good, and the societal fluctuations are exciting and heightening. However, sometimes factors can travel wrong, for factors that we may non grok. This is where it ‘s indispensable to grok the fluctuations between societies, so that we can execute with persons more successfully, and avoid uncertainness. This essay offers with finding the relationship between organisational and national civilization. Likewise, this essay besides offers with the jobs coming up from fluctuations in national civilizations in leading, and the troubles confronted by worldwide companies, or companies using workers with different national backgrounds and operating in a different national civilization with respects to its caput office organisational civilization. Trompenaars and Hampden-Turner ‘s Seven Dimensions of Culture help us screen this out. We will look at the seven dimensions in this essay, and research their functionality utilizing existent life cases of world-wide corporations such as McDonalds, British Petroleum, The UpJohn Company, Pharmacia AB and Farmitalia.Conceptual Development, Reasoning and DeductionsIn a managerial construct, civilization is a by and large investigated subject. A nexus is frequently attracted between a powerful organisational civilization and domination in the indus try. Culture is formed by a company ‘s sole history and situational development. It can be described as the values, doctrines and objectives more or less common to the company ‘s members. It impacts the manner a company does concern and makes known appropriate workers, clients, providers, and challengers. A ace director is person who is capable of engrafting the organisations rules and norms into employees so they non merely cognize what is anticipated of them, but are dying to execute in such a manner as to profit the company and this helps him make agencies of significance and acknowledgment by offering an environment that is carry throughing for its workers and clients. ( Scott & A ; Davis, 2007 ) Similarly a state ‘s civilization comprises of the beliefs, traditions, and imposts of the persons populating in that peculiar geographical part. How persons interact with fellow people, how they act with their household, their linguistic communication, their nutrient and household traditions are all aligned with the criterions and moralss of their state. Cultures normally vary in connexions between the person and community, different behaviors of undertaking issues, the extent of independency they get from the governments, their demonstrativeness and their political orientation of religious orders and gender. All of these things are much like organisational civilization, merely on a grander scope. These societal rules can sketch how persons anticipate organisations to be run, and how dealingss between leaders and followings should be. Several times the cultural distance consequences in great fluctuations that can do serious jobs for the direction of the worldwide companies. Hence when organisations plan to boom their organisations beyond the regional restrictions of their state and besides manage a diverse squad of persons, Trompenaars Seven Dimensions of Lifestyle is one of the cultural appraisal theoretical accounts that come in ready to hand. To understand the persons from different societal makings better, this theoretical account helps, which in bend decreases the possibilities of uncertainness and misinterpretations which can be confronted by organisations did they take to work in a new state without wholly cognizing the national civilization. ( Trompenaars & A ; Hampden-Turner, 1997 ) Trompenaars discovered the cultural immoderatenesss and the disbelief that can happen when making concern across civilizations, utilizing preliminary analysis including 15,000 workers in 50 states. Trompenaars arrived at seven alone dimensions of civilization, which will be elaborated as we proceed, by utilizing the questionnaire responses in his survey. These dimensions can assist organisations plan in front by acquiring to cognize and analyse the national civilization of the state that they plan to work in. Besides these dimensions can be used as an indicant to the challenges and problems they might confront in carry throughing their marks. ( Trompenaars & A ; Hampden-Turner, 1997 )Universalism versus ParticularismIn universalistic societies guidelines are applied in all state of affairss, irrespective of peculiar conditions or fortunes. However Particularism refers to flexing the guidelines harmonizing to the job in manus, after judging it decently. Harmonizing to Trompenaars â₠¬Ëœ decisions, Switzerland, Canada, and the United States are among the most Universalistic states. Whereas Russia, Korea, and China sit on the particularistic subdivision of the graduated table and are in fact are the most particularistic of states. Hence it can be comprehended from this fact that if a company which is based in a universalistic state decides to spread out its operations to a particularistic state, of course it will travel through a tough clip pull offing and seting to the patterns of the local employees. For a better apprehension of this phenomenon Lashkar-e-Taiba ‘s see the illustration of when the Italian manner of direction had clashed with the Swedes ‘ ain methods of making things, following the coup d'etat of Farmitalia ( portion of Montedison ) by Pharmacia Ab, a Swedish drug organisation, in 1993. Italians are used to a particularistic manner of direction. They besides give their close relations an improved value as in comparing to their professi on and most normally will go forth work to go to to a ill household member or aid with child care, which the Swedes frown upon. ( Burton & A ; Frank, 1997 )Individualism versus BolshevismBolshevism refers to the inclination of people to remain in groups and assist each other. It besides puts a greater value on the public assistance and consentaneous understanding of the whole society, on cardinal issues, as compared to the penchants and demands of an person. Whereas individuality encourages the opposition of external influences, from the community, on accomplishing a individual ‘s aims, encourages self-freedom and is typically denoted as a representative of a modern society. In a nut shell this dimension cores on whether remarkable rights and criterions are supplanting or secondary to those of the communal society. The most individualist states are Canada, the United States, Switzerland, and the UK. Among the most leftist are Japan, Egypt, India, Nepal and Kuwait. ( Trompenaar s & A ; Hampden-Turner, 1997 ) These types of cultural differences can present tremendous challenges to organisations, as civilizations can non be altered overnight. It takes strategic in front of clip planning to intermix into some foreign state ‘s civilization expeditiously. Otherwise the costs associated with the changeless failures are immense. An illustration which is tailored to this type of a state of affairs is when McDonald ‘s had to cover with in Japan. Eating together at the same tabular array is most of import to the Japanese. One of the most of import undertakings of nutrients is conveying people aboard one another and set uping a communal feeling. Rice, which is sent to the tabular array in a common platter, is the spirit of a nutrient that ties household members and trades societal interactions. In contrast McDonald ‘s Burgers are intended to be self-sufficiently and can non be shared. Not merely does the nutrients, but besides the existent agreement of the dining countries in McDo nalds ‘s Japan falls short to include the property of commensality. McDonald ‘s in Ginza, Japan was free from tabular arraies and seats. In fact there were counters in which clients were supposed to eat their nutrients on the spell. So these elements acted against the will of McDonald ‘s nevertheless As McDonald ‘s grew in Japan, dining countries increasingly involved Tables and chairs. ( Varma & A ; Doris, 2006 ) ( Public Broadcasting Service of the United States, 1997 )Impersonal versus EmotionalThis implies as to what extent the shows of emotions are considered acceptable in the workplace. More meaningfully it indicates whether psychological or really subjective ( instead than aim ) signifiers of rating are believed to be the base for good devising determinations in organisations. Some civilizations place greater value on information based and systematic determination devising by professionals. In contrast others feel that positions, inherent aptitude, and gut emotions are believable or legitimate demands. Understanding and moving in conformity to a community ‘s emotionalism poses as a immense challenge to Multinational companies. In add-on the linguistic communication barrier, which really can be tackled to some extent, besides plays its portion really good. For case on 27 July 2010 British Petroleum announced that, by common understanding with the BP board, British national Tony Hayward, who had been in charge of one of the universe ‘s largest organisations for the last three old ages, is to step down as group head executive. He will be succeeded by fellow executive manager Robert Dudley, an American Citizen. This determination came frontward as a consequence to the Mexican Gulf catastrophe which is considered the worst environmental bad lucks of all time. Hayward had been accused by American Journalists for deficiency of committedness, concern and apologies, when the incident took topographic point. These allegations were unusual, because it is improbable for a Chief executive officer to remain are n't bothered when his company is accountable for such a catastrophe. One of the cardinal constituents of this instance is the nationality and life style of Hayward. As a British national, his interaction manner differed from the People of America. He was less likely to demo his feelings freely. English are well-known for their consecutive face and deficiency of emotional show – hence the reaction from the American populace. ( British Petroleum, 2010 )Specific versus DiffuseThis dimension focuses on the society ‘s response towards the construct of work topographic point dealingss w idening outside the workplace. Societies that show diffuse dealingss have a inclination to widen the formal workplace relation and duties, which besides include hierarchal place, into societal twenty-four hours to twenty-four hours state of affairss, On the contrary societies exposing Specific dealingss, are the exact antonym. This surely is a critical to be a sensitive facet issue international directors, as a director can merely judge his employees, the biggest plus of a company, accurately when he is non anticipating a batch out of them. If an international company maps in a society which, unlike its central office ‘ civilization, portrays specific dealingss, so it will of course anticipate manner more from its employees than they are ready to supply. This leads to misconceptions and poorer employer-employee relationship.Achievement versus AttributionThis measuring denotes a individual ‘s place within organisations, contrasting those societies where place, dependabili ty, authorization, and finally power are largely based on excellence ( achieved ) against those where category, sex, instruction, or age are by and large the interpretation characteristics ( position is ascribed ) . Once once more these contrasting cultural values can do misconceptions and demoralisation among the employees sing clang between their and the company ‘s construct of just publicities or wagess. ( Trompenaars & A ; Hampden-Turner, 1997 )Attitude towards clipOpinions of clip normally associate with promptness for meetings and work end product deadlines. Swedes and other northern Western societies are by and large punctual and program harmonizing to precise agendas. Many southern European and Arabic societies see promptness and day of the month flawlessness as far less of import. Besides it is indispensable for a company to map in a foreign society, with people from different cultural background, to hold minimal differences towards their and the society ‘s atti tude towards clip. In 1995 after the amalgamation took topographic point, Upjohn Company of the United States and Pharmacia AB of Sweden ( with operations in Italy ) , came to appreciate how significant these unsimilarities were. Swedes take off most of the 30 yearss of July for their one-year holiday, Italians take off most of August. Unwittingly, US professionals planned meetings in the summers, merely to hold to end many because their European opposite numbers were on a holiday. ( Burton & A ; Frank, 1997 ) ( Thomas, 2000 )Attitude towards the environmentSocieties runing concern have established two chief orientations towards nature. They either believe that they can modulate nature by commanding their will upon it, or they believe that adult male is portion of nature and must travel with its Torahs, guidelines and powers. Among the first of these orientations, the organisation is comprehended ofA as a machine that submits to the will of its operators. The 2nd have a inclination to see an organisation as a merchandise of nature, owing its advancement to the foods in its environment.DecisionTrompenaars ‘ seven dimensions have been used in a assortment of ways to derive penetrations into different sorts of jobs that an international organisation might confront while working in a different National civilization to that of its central offices. In a broad-spectrum they specify the organisational features we can assume from organisations founded in certain states or controlled by certain populations. Each of the seven dimensions highlighted by Trompenaars must be given particular importance as a guideline to understand fluctuations in different civilizations and for the challenges that they might confront in front. This in bend helps avoid unwanted state of affairss, doing important pecuniary and non-monetary losingss to International Organizations working outside their Cultural range.

Clemencias revenge Professor Ramos Blog

Clemencias revenge Never marry a Mexican is a short story which the author Sandra Cisneros explains how the main character Clemencia went through seeing her mother having an affair while her father was bedridden, it made Clemencia make poor choices by sleeping with married men throughout her life. Her mother would always tell Clemencia and her sister Ximena to â€Å" never marry a Mexican† she took this to heart.clemenica would tell her self that she would marry a Mexican but never really marry anyone at all. She feels that since she now has this experience has made her the person she is today â€Å"I’m vindictive and cruel and I’m capable of anything† (Cisneros 68). She doesn’t really see what she does wrong all she can think about how stupid their wives are from the multiple married men she has been with. This makes her angry towards her mother for her infidelity and marrying someone who is not Mexican. Clemencia felt that once her mother’s new husband and ki ds moved into their fathers house that she stopped being a mother. She wanted to belong to someone but instead, she borrowed men. This lead to her having an affair with her teacher Drew. Drew was married to Megan but nothing stopped him from seeing Clemencia. Drew then had a child with Megan and Clemencia was feeling okay about it. They eventually stopped seeing each other and moved on with their lives. Now fast forward to Drew’s son who is almost done with high school, Clemencia said: â€Å" I’ve been waiting patient like a spider all the years† (Cisneros 75). Cisneros stories would leave you having a memorable, cringy and humorous stories. I felt since she never had Drew for herself Clemencia wanted â€Å"to make the boy love me the way I love his father†. (Cisneros 82). She loves the feeling that she has the power of men in her hands she likes to have control and that’s what she had with Drew and his son. The boy would do anything for her because he loves her but little does he know that she has been having an affair with his father. What do you think he’ll do if he ever finds out? That she’s only using him as revenge. She took his son under her wing and is sleeping with at would him. She even slept with Drew when his wife gave birth to their son. which I think it’s crazy and a little creepy. She just wanted revenge and she got it by sleeping with his son. Which I think is a great comeback. She would always remember what Drew would tell her things like he loves her, calls her his doradita. Did she ever think about how Drew would lead her on? And technically she isn’t cheating. Drew is the one who is cheating and is sleeping with the Clemencia. A couple of days before they broke off their affair Clemencia was at Drew’s house having dinner. She goes to her backpack and grabs a bag of gummy bears and puts them in her pocket and walks to his wife’s room. She then began to put gummy bears in Megan’s belongings such as lipsticks, look through her medicine cabinet and the babushka dolls that Drew gave to her. She only put it in spots where Megan would notice it. There isn’t a reason why she did that, maybe she was feeling a little humorous and to just fuck with her. Maybe she wanted to let her know that she was here, or is she trying to break up their marriage. Instead, she said maybe Drew would make an excuse to cover it up. He would blame the â€Å"the cleaning woman’s Mexican voodoo† (Cisneros 81). she then took the smallest doll from the babushka dolls and pulled over by a bridge on her way home and threw the doll in the water. It made her feel better. Which I do think is a little str ange. She would also lay awake at night thinking about suicide and killing someone she then said: â€Å"except it’s not me who I want to kill†. It could be a possibility she was talking about Drew or maybe she wants to kill Megan. Drew is all she thinks about; she tries so hard to try not to call him even though she knows that Drew would tell her to leave him alone. He doesn’t want anything to do to her which then angers her. She just wants someone for herself and she wants to be told that everything is okay, I also feel like she needs validation from someone to make her feel better. She might even have a mental illness. On the other hand, Clemencia just wants to hurt Drew like how he hurt her. She is a vengeful woman and her sleeping with his son is her way of expressing her feelings of revenge, I wonder what she is going to with Drew’s son. Maybe she’ll keep having a sexual relationship with him or maybe they will get married. Another possibility would be she broke it off with him. For once she could be thinking she wants nothing to do with him anymore. She could have possibly moved on with her life and learn that she needs to stop sleeping with married men because at the end they’re not hers because they are all married and she is very aware of the things she does with men yet she always ends up being left alone. Which if not good for her mental health. She believes that she is unworthy because she sleeps with married men she would have them in her power but in reality, they really are not. Because they don’t leave their wives for her. The men think that their family is more important than breaking off the marriage or getting divorced. Ho know maybe this time around she would stop sleeping with married men and sleep with single men and she wouldn’t have to worry about â€Å"la otra† because shell have someone to love and they would love her back. Works citied: Cisenros, Sandra. Women hollering creek and other stories. Bloomsbury, 2004.

Free Essays on W.E.B. Dubois

W.E.B. Dubois, the most influential African American intellectual of his day, shaped modern African American cultural values. William Edward Burghardt Dubois was born on February 23, 1868 in Great Barrington, Massachusetts, the only child of Alfred and Mary Dubois. There were few African Americans in Great Barrington, and William Edward was the only African American in his high school graduating class. Throughout his academic career, Dubois distinguished himself as a top student; he also displayed an early interest in the condition of the African American people by becoming a local correspondent for the New York Globe, an African American newspaper, at the age of fifteen. A prolific writer throughout his life, he wrote, as a teenager, about the need for African Americans to advance in the American political arena. Upon graduation he wished to attend Harvard, the top university in the nation; although his academic achievements were sufficient, he lacked financial resources, so in 1885 he accepted a scholarship to Fisk College instead, and spent the next few years at Fisk in Nashville, Tennessee. While at Fisk, he spent two summers teaching at a local school; it was the first time he had been exposed to the harsh realities of African American life in the South. This experience helped him to develop his ideas regarding the need for African American educational opportunities and cu ltural advancement. After graduating from Fisk in 1888, Dubois applied again to Harvard, he was accepted, and graduated from Harvard with a second bachelor’s degree in 1890. His primary fields of study included history, philosophy, economics, and political science. By 1891 he had also earned a master’s degree from that university and began working to obtain his doctorate. He won a grant to study for two years in Berlin, Germany, and returned to take his doctorate, becoming the first African American to earn a Ph.D. from Harvard. Du... Free Essays on W.E.B. Dubois Free Essays on W.E.B. Dubois Children learn more from what you are than what you teach. - WEB Dubois, 1897 W.E.B. (William Edward Burghardt) Dubois was born on February 23, 1868 in Great Barrington, Massachusetts. He was one of the most influential black leaders of the first half of the 20th Century. Dubois shared in the founding of the National Association for the Advancement of Colored People, or NAACP, in 1909. He served as its director of research and editor of its magazine, "Crisis," until 1934. Born in 1868 during the painful period of Reconstruction, Du Bois was graduated from Fisk University in 1888 and went on to earn a Ph.D. from Harvard in 1895 before entering the worlds of academe and activism. Using Atlanta University as his base from 1897-1910, he opposed Booker T. Washington's educational views as too limiting, preferring to organize young black intellectuals in the Niagara Movement. In 1909 he founded the National Association for the Advancement of Colored People and in 1910 launched its historic magazine, THE CRISIS. During this period he also published his classic treatise, THE SOULS OF BLACK FOLK (1903), the best known of many passionate and well-argued philosophical and sociological studies of his race, which also included THE PHILADELPHIA NEGRO, JOHN BROWN, THE GIFT OF BLACK FOLK, BLACK RECONSTRUCTION, COLOR AND DEMOCRACY: COLONIES AND PEACE. Dubois was the first African American to receive a Ph.D. from Harvard University in 1896. Between 1897 and 1914 Dubois conducted numerous studies of black society in America, publishing 16 research papers. He began his investigations believing that social science could provide answers to race problems. Gradually he concluded that in a climate of virulent racism, social change could only be accomplished by agitation and protest. Author, journalist, social reformer, activist, poet, philosopher, and educator W.E.B. Du Bois wield... Free Essays on W.e.b. Dubois W.E.B. Dubois, the most influential African American intellectual of his day, shaped modern African American cultural values. William Edward Burghardt Dubois was born on February 23, 1868 in Great Barrington, Massachusetts, the only child of Alfred and Mary Dubois. There were few African Americans in Great Barrington, and William Edward was the only African American in his high school graduating class. Throughout his academic career, Dubois distinguished himself as a top student; he also displayed an early interest in the condition of the African American people by becoming a local correspondent for the New York Globe, an African American newspaper, at the age of fifteen. A prolific writer throughout his life, he wrote, as a teenager, about the need for African Americans to advance in the American political arena. Upon graduation he wished to attend Harvard, the top university in the nation; although his academic achievements were sufficient, he lacked financial resources, so in 1885 he accepted a scholarship to Fisk College instead, and spent the next few years at Fisk in Nashville, Tennessee. While at Fisk, he spent two summers teaching at a local school; it was the first time he had been exposed to the harsh realities of African American life in the South. This experience helped him to develop his ideas regarding the need for African American educational opportunities and cu ltural advancement. After graduating from Fisk in 1888, Dubois applied again to Harvard, he was accepted, and graduated from Harvard with a second bachelor’s degree in 1890. His primary fields of study included history, philosophy, economics, and political science. By 1891 he had also earned a master’s degree from that university and began working to obtain his doctorate. He won a grant to study for two years in Berlin, Germany, and returned to take his doctorate, becoming the first African American to earn a Ph.D. from Harvard. Du...

Sam's Liability for SamCom Ltd's Obligations Essay

Sam's Liability for SamCom Ltd's Obligations - Essay Example Promoters also have a fiduciary duty to the shareholders, as he stands in the same position as a company director. As such, Sam cannot make a secret profit and he must have full disclosure with any transaction that he takes while he is the promoter of the company. He also cannot serve himself at the expense of the shareholders (Erlanger v New Sombrero Phosphate Co (1878) 3 App Cas 1218). The facts state that the business that became SamCom Ltd was valued at ?50,000, yet the business was sold to SamCom Ltd for ?90,000. This might be a breach of Sam’s fiduciary duty to his shareholders (Cahn & McDonald, 2010), if he did not disclose that his company was worth substantially less than what SamCom Ltd. paid for it. The solicitor who Sam hired to take the necessary steps for incorporation, however, is not considered a promoter, as Re Great Wheal Polgooth Co. Ltd. (1883) 53 LJ Ch 42 established that persons who are acting as a professional capacity at the behest of the promoter, such as solicitors, do not become promoters. As for the contract to buy the silicon chips for ?5,000, this is a pre-incorporation contract, and the company would not be bound on this contract. This was established in the case of Kelner v Baxter (1866) LR 2 CP 174, which established that pre-incorporation contracts do not bind the company. ... was incorporated, so the company would not be bound by this contract. Separate Personality of the Company and Lifting the Veil On the facts, it may be assumed that this is a closely held corporation. This does not, however, negate the separate legal personality of SamCom Ltd. According to established English law, a corporation is a separate legal personality who has the ability to sue and be sued and hold debts in its name (Wild & Weinstein, 2011). Moreover, the fact that only one person is a corporation does not defeat the separate legal personality of the corporation. This was established in the seminal case of Salomon v. Salomon & Co. [1897] AC 22. In this case, Salomon made leather boots, and he was basically the sole bona fide shareholder of his company. The company went into liquidation, and the creditors attempted to make Salomon personally liable for the company's debts. The Salomon court held that, as long as a company is a legal entity, then the business, and the debts, bel ongs to the company, not to the shareholder(s). In this case, the lower courts had attempted to say that Salomon himself was liable, because he was the only interested shareholder – the other shareholders were his family members, and they were disinterested. The House of Lords held, however, that this does not defeat the claim of corporate personality. Therefore, this case may be applied to the facts, in that SamCom Ltd. is a closely held corporation, but, as per Salomon, the corporation would still have a separate legal personality and Salomon further demonstrated that corporations, because they are separate legal entities, will be liable for the debts incurred by

Communication and social change in developing countries Essay

Communication and social change in developing countries - Essay Example They demanded a continuation of the existing order, according to which, international communication depended on the principle of free flow of information (Graubart, May 1989, p629). This new international information order ultimately saw the light of day, and the third world countries sought for an order that was to be controlled publicly. However, the new information proved to be different from what they had dreamed of. The media of the United States criticized and condemned the new order. As such, most of the US corporations are very powerful in terms of capital and operational capabilities; due to the high concentration of capital and other economic resources in their countries. Furthermore, the United States is the dominant center for worldwide communications. Accordingly, it is very difficult for the third world nations to easily access information and to participate in the creation of messages. The strategies and other initiatives undertaken by the corporate giants of the US have enabled them to retain their powerful and advantageous position in the world. In the areas of production of robotics and automation, there is a growing use of digitalized informa tion, and computers are playing a key role in the information field. Moreover, several new industries have entered the information field, in order to provide processing, storage and dissemination of information, digital imagery and data handling. The present media industry incorporates this new subset and promotes the development of the system. In addition, mergers have become common, thereby creating a new form of corporate economy, in respect of cultural industries (Schiller, 6/8/1985, p696-698). The 1955 meeting in Bandun, Indonesia saw the inception of the nonaligned nations movement. That movement brought together most of the world leaders from the Asian and African