Mother To Son Essay example - 676 Words

nbsp;nbsp;nbsp;nbsp;nbsp;On the road of life, many trials arise that one must overcome to make his or her life feel complete. In Langston Hughes’s poem, â€Å"Mother to Son,† these trials are a subject of concern for one mother. Hughes’ â€Å"ability to project himself† is seen in his use of dialect, metaphors, and tone (Barksdale 3). nbsp;nbsp;nbsp;nbsp;nbsp;Although the dialect by itself does not seem to be an important quality, however, â€Å"when it is presented with all dramatic skill†, it is important (Barksdale 3). In â€Å"Mother to Son†, Hughes uses dialect to show that the mother is not as well educated as many people. When she says phrases such as â€Å"For I’se still goin’, honey,† it is understood that she means that she is still going,†¦show more content†¦Although these are â€Å"homely† things someone may face on a staircase, they actually mean things that she has encountered in her life (Emanuel 148). She says that she reaches landings, which means that she has come up on place where she could rest. When she says she turns corners, it is when her life changes and she has to turn away from her original path. Her final comparison is when she goes in the dark, which are times in her life when she does not know what she can do to help herself. The met aphors in this poem show a conflict in the mother’s life and makes the poem seem complete. nbsp;nbsp;nbsp;nbsp;nbsp;The third quality that Langston Hughes uses in his poem is the tone of the speaker. When she explains to him not to â€Å"set you down on the steps / ‘Cause your find it’s kinder hard. / Don’t you fall down now,† the tone in her words in compassionate (Hughes 232). The mother is simply trying to tell her son that she knows what he is going through because she has been in rough times herself. Those rough times were troublesome but she had the strength to go on and get past them. All she wants for her son is for him to keep climbing, and never give up. Winslow believes that this â€Å"enduring exuberance† shows her youthful spirit towards life (262). She wants this all because â€Å"[she is] still goin’, honey, / [she is] still climbin’, / and life for [her] ain’tShow MoreRelatedMother to Son790 Words   |  4 PagesProfessor miller October 16, 2012 The poem â€Å"Mother to Son†, by Langston Hughes, is an inspiring poem. It is the epitome of what every parent should instill within their child and that is the success of our children. Langston Hughes was born in 1902 and was a well-known poet during the Harlem Renaissance. His poems were not personalized but spoke for all African Americans alike. In this poem there is significant meaning from a loving mother to her son through language, metaphors, imagery repetitionRead MoreInvictus And Mother To Son Analysis752 Words   |  4 PagesHardships are very common among people who are struggling, but they can not give into those struggles, instead of giving in they need to get stronger. This idea can be seen in many pieces of the following poems.â€Å"Invictus† by William Ernest Henley and â€Å"Mother to Son† by Langston Hughes both convey the message that people who are struggling throughout a hardship can not give up and need to get stronger. Throughout â€Å"Invictus† William Ernest Henley conveys that people can not give up when theyre strugglingRead MoreMother to Son Analysis Essay611 Words   |  3 Pagesâ€Å"Mother to Son† The speaker of the poem â€Å"Mother to Son,† by Langston Hughes is a mother who is giving advice to her son. Her life has been difficult and hard at times. As readers, we know this because the speaker talks about how life is a staircase and her staircase has had â€Å"tacks and splinters in it† (line 3-4). This means that her life has not been perfect and she had many challenges to deal with. Perhaps she was born into poverty, because the images in her poem reveal a ragged, old staircaseRead MoreHamlet Tragedy Of The Mother And Son1137 Words   |  5 PagesHamlet-Tragedy of the Mother and Son William Shakespeare is a writer of tragedies—the tragedies within common everyday relationships. Of these various relationships, Shakespeare reveals his interest in the relationship between the mother and son within Hamlet. The mother: Queen Gertrude, and the son: Prince Hamlet is unique within the play because Hamlet’s relationship with his mother is rare in the sense that Gertrude is one of two women within Hamlet. And like the other woman, Gertrude is submergedRead MoreMother to Son Essay examples636 Words   |  3 PagesEvery mother would like to see her child succeed in life. The following passage from the poem, Mother to Son, by Langston Hughes demonstrates the love and concern a mother has for her son. She teaches him using her own life as an example; her life as a climb up a staircase. The imagery from the advice given in the stanza is explicit and poignant: Well, son, Ill tell you: Life for me aint been no crystal stair. Its had tacks in it, And splinters, And boardsRead MoreEssay on Mother vs. Son1377 Words   |  6 Pages.Description Paper.docxAdd to DriveEdit onlineDownload originalShareYou are using a version of Internet Explorer which is unsupported. Some features may not work correctly. Please update your browseror try Google Chrome.Dismiss FileViewHelp Mother vs. Son When thinking of conflict, many think of violence or hate. Although, according to Wilmot and Hocker, conflict is simply a â€Å"struggle over values and claims to scarce status, power, and resources in which the aims of the opponentsRead MoreAn Explication Of Langston Hughes Mother To Son1210 Words   |  5 PagesAn Explication of Langston Hughes Mother to Son Langston Hughes once stated in his own words that his whole purpose for writing was, to explain and illuminate the Negro condition in America. In the poem Mother to Son, he denotes his belief on racism in America. In Mother to Son, a mother is giving advice to her son about life from her perspective and experiences. She wants her son to keep striving on what he believes and to have a more prosperous life than what she had. Langston HughesRead MoreAnalysis Of Mother To Son By Langston Hughes768 Words   |  4 Pagesto poetic language in Mother to Son by Langston Hughes.    Background:ï ¿ ½ Students have been working on a poetry unit and have been studying how the elements of poetry help the poet convey thoughts and meaning.ï ¿ ½ This lesson extends the focus of language as a key to meaning.    This lesson is tiered in product according to readiness    All students read the following poem (from The Collected Poems of Langston Hughes): ï ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½ ï ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Mother to Son ï ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½Ã¯ ¿ ½WellRead MoreAnalysis Of Mother To Son By Langston Hughes736 Words   |  3 Pagespoet and was known to be a leader of the Harlem Renaissance. The poem â€Å"Mother to Son† was written by Langston Hughes in 1922 and the poem portrays a conversation between the mother and her son. The poem revolves around the mother telling her son that life is full of ups and downs and no matter what happens, not to give up. The poem showcases hardships, hope, and words of wisdom that the mother will tell to her son. The mother begins by how her life wasn’t easy, she states â€Å"Life for me ain’t beenRead MoreThe Poem Mother to Son by Langston Hughes690 Words   |  3 PagesThe poem â€Å"Mother to Son† by Langston Hughes expresses a message that society can relate to. The poet does not just write directly about life; he uses extended metaphor; he compares climbing up a staircase to life’s many obstacles. The poet does this so a substantial number of people can understand his definition of life. What is life, an organism that has a pulse? If you agree with this, you are wrong! The poet’s concept of life isn’t a wordy definition that revolves around science, but life comes

TV Violence free essay sample

A look at the complexities involved in television violence and how it effects childrens lives. This literature review is all about television violence and the effects on youth. The author attempts to examine whether television consumption cause children to imitate behavior. The author includes an examination of how parent involvement interacts. This research includes statistics as proof variables. From the paper: Television is a part of life. Virtually every household has a television set and many homes have two or three (Ledingham, 1993). Needless to say, television plays an enormous role in the lives of many American families and the magnitude of its influence on people is considerable also. This is especially true where children are involved. According to Liebert Sprafkin (1988), television viewing time rises from about 2.5 hours per day at the age of five to about 4 hours a day at the age of 12. Ledingham goes on to say that television is used frequently by parents as a babysitter or distraction device (1993). We will write a custom essay sample on TV Violence or any similar topic specifically for you Do Not WasteYour Time HIRE WRITER Only 13.90 / page

Symbol Use Within Two Short Stories Essay free essay sample

, Research Paper Symbol Use Within Two Short Narratives The writers, Shirley Jackson and Nathaniel Hawthorne, both often use symbols within their narratives # 8220 ; The Lottery # 8221 ; and # 8220 ; Young Goodman Brown. # 8221 ; Symbols are utilized as an enhancement tool to emphasize the subject of each narrative. Hawthorne utilizations names and objects to heighten the subject, and Jackson chiefly utilizes names to emphasize the subject, although she does hold one object as a symbol of great importance to the subject. The narratives both contain symbols depicting immorality. The bulk of Hawthorne s symbols describe faith ( both good and evil ) , but Jackson s symbols reflect the evil nature within society as a whole. There exists symbolic Acts of the Apostless in each narrative. The short narratives both portion the usage of symbols, but the symbols are used to show different ideas in 1s mind while reading them. The narratives # 8220 ; Young Goodman Brown # 8221 ; and # 8220 ; The Lottery # 8221 ; both use names as symbols. We will write a custom essay sample on Symbol Use Within Two Short Stories Essay or any similar topic specifically for you Do Not WasteYour Time HIRE WRITER Only 13.90 / page Hawthorne uses the names Young Goodman Brown and Faith to portray nice, descent people. The name Faith entirely implies a faithful and Christian person as stated # 8220 ; And Faith, as the married woman was competently named, # 8221 ; ( 211 ) . Jackson uses the name Mr. Graves throughout her narrative, he is the coordinator of the lottery. She needs non give any account to the name, as it speaks for itself ( a symbol of decease ) . Assorted other names are used as symbols within each narrative, nevertheless, these mentioned are the most important names to the subject. The narratives each contain names, objects, and acts every bit of import symbols. Hawthorne uses the names to emphasize good people, but relies to a great extent on objects to portray Satanism. The object of obvious Satanism is the staff ( a cane ) mentioned throughout the narrative. It is clearly identified when the old traveller throws it down in the sentence # 8220 ; it assumed life, being one of the rods which its proprietor had once lent to the Egyptian Magi # 8221 ; ( 215 ) . Harmonizing to the Bible. magicians with charming powers change their rods into snakes. Jackson uses the black box throughout her narrative as a symbol of tradition non to be changed as stat ed â€Å"Every twelvemonth, after the lottery, Mr. Summers began speaking about a new box, but every twelvemonth the topic was allowed to melt off without anything s being done† ( 249 ) . The fact it is an old black wore out box puts evil ideas in 1s mind while reading the narrative. The symbolic objects in each narrative differ, Hawthorne s are to demo Satanism, instead than the evil in people as Jackson s shows. The narratives each contain symbolic Acts of the Apostless. The devil s remarks during his discourse such as # 8220 ; Evil is the nature of world. Evil must be your lone felicity # 8221 ; ( 220 ) is a clear symbolic act of Satanism, although Satanism is neer mentioned by the writer. Jackson uses symbolic Acts of the Apostless to emphasize the immorality in world. An illustration is Mrs. Delacroix, a friend of Tessie s, chooses a big stone to throw # 8220 ; Mrs. Delacroix selected a rock so big she had to pick it up with both custodies # 8221 ; ( 254 ) . Additionally evil in people is clearly proven in the statement # 8220 ; The kids had rocks already, and person gave small Davey Hutchinson a few pebbles # 8221 ; ( 254 ) . One finds it non merely hard to believe the kids would take part, but her boy take parting in his ain female parent s decease excessively, makes this an unbelievable symbolic act of evil. Symbolic Acts of the Apostless play a major function to the subject of e ach narrative although they are used to show different significances. The two short narratives, # 8220 ; Young Goodman Brown and # 8220 ; The Lottery # 8221 ; , are really similar sing the importance of symbols to each. The significance of the symbols, whether names, objects, or Acts of the Apostless, are different. Symbols are of import in each narrative to specify the subject. Close observation of the symbols within each narrative proves to one their importance. Hawthorne, Nathaniel. # 8220 ; Young Goodman Brown # 8221 ; Literature: An Introduction to Fiction, Poetry, and Drama. Ed. X. J. Kennedy and Dana Gioia. 6th erectile dysfunction. New York: Harper Collins, 1995. 211-220 Jackson, Shirley. # 8220 ; The Lottery # 8221 ; Literature: An Introduction to Fiction, Poetry, and Drama. Ed. X. J. Kennedy and Dana Gioia 6th erectile dysfunction. New York: Harper Collins, 1995. 248-254

Legislation portfolio Essay examples

Legislation portfolio Essay examples Legislation portfolio Essay examples Below is a Portfolio of Legislation. It provides a brief description/explanation of the legislation. Its very import that schools and their staff of aware and familiar with the legislation as this is where the policies and procedures that we work to come from, or link to. Without legislation then there would be no rules or equality, especially in how we look to protect our children and the staff. Portfolio of Legislation Legislation and Regulations Reference to Unit and assessment criteria Children Act 1989 Unit 6: 4.1 and 4.2. Unit 8: 1.4 The act focuses on the welfare of the child and states that the court should consider a child’s welfare as paramount. Its states a child ideally is best cared for by their family. Duties/responsibilities have been allocated to local authorities, courts, parents and other agencies to ensure that children are safeguarded with their welfare being paramount. It looks at the harm the child may suffer or has already suffered. It takes into account the child’s wishes and needs. The parent’s abilities to meet the needs of a child and the power of the courts. Children Act 2004 / Every Child Matters Unit 6: 4.1 and 4.2. Unit 8: 1.4 This is an act of the UK Parliament It makes amendments to the Children’s act 1989, which was mainly amended following the Victoria Colimbie case. It brings all local government services regarding children’s education and welfare under statutory authority. Following Lord Laming’s report on the death of Victoria Colimbie the green paper was produced states five outcomes which are said to be the most important by children: Be Healthy, Stay Safe, Achieve Economic Wellbeing, Make a Positive Contribution and Enjoy and Achieve. Data Protection Act 1998 Unit 1: 3.1, Unit 2, Unit 5: 1.1, Unit 11: 1.1 and 1.5 Everyone who uses data is required to follow strict rules regarding the storing and sharing of it. The Act controls how your personal information is used/shared by organisations and Government. Data should only be used for its specific stated purpose. Data should be used fairly, lawfully and accurately. The data needs to be kept safe and secure. Common Assessment Framework Unit 11: 1.1 and 1.5 CAF is a tool that has been standardised for use across all children’s services. It is used to identify and assess children and your people’s needs and how they can be met as early as possible. It brings all services together to provide a greater service for the child and again ensure their needs are met. It’s a tool used to help identify children, young people and their families who may experience problems or who are vulnerable to poor outcomes. Children Act 2006 Unit 6: 4.1 and 4.2. This is pioneering legislation that was passed by parliament in July 2006 as it’s the first ever legislation that is specifically directed at Early Years and childcare. It takes forward some of the commitments for the Ten Year strategy that was published in 2004. The act also simplifies the Early Years regulation and inspection arrangements. The acts states the importance of the role of Local Authorities and gives a set of new duties: to improve the five Every Child Matters outcomes for all pre-school children and reduce inequalities in these outcomes. Secure childcare for working parents. Provide a better parental information service. COSHH Regulations 2013 Unit 6: 4.1 and 4.2. Unit 8: 1.4 COSHH stands for ‘the Control of Substances Hazardous to Health. The regulations state that employers have a duty to protect its employees and others from substances that are hazardous to health. This can be by risk assessment, safe storage, training and the control of exposure. There is also a responsibility on employees to protect themselves from exposure of substances that are hazardous to health. Care Standards Act 2000 Unit 8: 1.4 This Act is to establish a National Care Standards Commission. It makes a provision for the registration and regulation of children’s homes, hospitals, care homes, family centers,

Reasons of Bank Failures in the US Term Paper Example | Topics and Well Written Essays - 2500 words

Reasons of Bank Failures in the US - Term Paper Example When a bank becomes unable to meet its obligations to its depositors or other creditors because of various reasons we will refer to it as bank failures. In Banking terms, banking failures occur when the banks may become insolvent or too illiquid to meet its liabilities. When we analyze bank failures in economic or market terms, we will get a clearer picture; a bank fails economically when the market value of its liabilities exceeds the market value of its assets. Such a scenario will prevent the banks from meeting the customer demands. In other words, a bank with fewer assets and more liabilities may not be able to fulfill the demands of all of its depositors on time. In such cases, it is quite possible that the failed banks may be taken over by the regulating agencies to protect the interests of its customers and the shareholders. Banking failures are considered as a serious matter because of the complex relations banks have with other organizations. For example, a failed bank may have a  lot of individual depositors, deposits from organizations and also it may have lent a huge amount of money to thousands of individuals and organizations. Moreover, many people might have invested in the shares of the same bank. Banking failures sometimes cause problems to other organizations also. Many people believe that a single bank failure can lead towards multiple bank failures because of the interconnection between banks. The recent financial crisis resulted in multiple bank failures not only in America but in Europe and other parts of the world as well. Lehman Brothers, Bank of America, AIG etc like big financial institutions suffered major setbacks during the recent recession.  

Counsel Retainment Essay Example | Topics and Well Written Essays - 1000 words

Counsel Retainment - Essay Example The following is the criteria that a firm should have for the fulfillment of the needs of the company for a general counsel. Such a firm should have significant experience in high dollar manufacturing and product liability. Due to the many laws and regulations in the aviation industry, the firm should have experience and expertise in cases and litigation involving aviation and be thoroughly familiar with FAA regulations. Additionally, international experience in the same areas is critical. These criteria have been chosen due to the high sensitivity of the contract. The company has been awarded a $50,000,000.00 subcontract to produce landing gear components for the next generation of commercial aircraft. This contract is very important to the company and, therefore, must get the best law firm to review the contract. It is also because the company has neither had an in-house counsel, nor been involved in litigation and, thus, has never retained outside counsel. It is important the best counsel be retained for the review of the contract. Following the research and recommendation of outside law firms, the fol lowing was documented as the recommendation: The firm seems to have all our requirements. The firm has an extensive list of awards and recognition including high honors for superior client service among law firms serving Fortune 1000 companies by BTI Client Service 30, 2015; and ranking in U.S News Media Group and Best Lawyers ‘Best Law Firms’ 2015. Additionally, 164 of the firm’s lawyers were recognized in the oldest lawyer-rating publications â€Å"Best Lawyers in America 2015†. A large majority of the firm’s aviation experience has been in product liability representation and counseling. They have provided product liability counseling to companies such as Boeing, Quest Aircraft, McDonnel Douglas Corporation and Garmin, and have represented clients manufacturing clients in cases involving airline

Company Contract: Constitutions and Director Role

Company Contract: Constitutions and Director Role Question 1. Is the contract enforceable against Beanstalk Ltd owing to the fact that Jack did not have the capacity to enter into that kind of contract? Employees of a company have a clear mandate on their powers and this are usually spelt out in the in the articles and memorandum of association of a given company. The corporation act has come in handy to address this scenario. Section 124 dwells on the powers of the company and its legal status. Sec 124 (2) provides that a company legal capacity to do a particular thing is not affected by the fact that the company interests are not served by doing it. Section 125 of the CA is to the effect that a company constitution may have an express restriction on the way a company may exercise its powers. Suffice to note that the exercise of a power by the company is not invalid merely because it is contrary to an express restriction or prohibition in the company’s constitution. Subsection 2 is to the effect that an act done by the company is not invalid merely because it is contrary to or beyond any objects in the company’s constitution. Sec 126 is to the effect that an agent appointed by the company and he has the power to make, vary, ratify or discharge a contract. The person may be exercising express or implied authority and on behalf of the company. The power may be exercised without using a common seal. The court always takes the view that the duty to act in good faith in the best interests of the company means that the directors must act in the interests of the shareholders as a collective group as illustrated in the Greenhalgh v Arderne Cinemas Ltd[1]. In addition to the above sections, section 128 entitles one to make assumptions in section129 in relation to dealings with a company. The company is not entitled to assert in proceedings in relation to the dealings that any of the assumptions are incorrect. Section 130 on the other hand is to the effect that a person is not taken to have information about a company merely because the information is available to the public from ASIC. Section 128(4) is to the effect that a person is not entitled to make an assumption in section129 if at the time of the dealings they knew or suspected that the assumption was incorrect. Section 129(b) details the presumption in section 128. Section 129(2)(b) is to the effect that one may assume that a director has authority to exercise the powers and perform the duties customarily exercised or performed by a director or company secretary of a similar company. In our case scenario Beanstalk is obligated to pay even if Jack surpassed his powers unless they can prove that Giant ltd were aware of the limitations imposed on jack and they disregarded them. The Beanstalk constitution was available in the public record and Giant ltd had an obligation of knowing and complying with the con tents Section 130 of the CA serves to address the issue of notice on the limitations imposed on the directors or agents of the company. It provides that the company cannot escape liability on the premise that the person dealing with the company should have been aware of the limitations. The two Sections just before section 130 are of the following effect: Section 128(4) is to the effect that a person is not entitled to make an assumption in section129 if at the time of the dealings they knew or suspected that the assumption was incorrect. Section 129(b) details the presumption in section 128. Section 129(2)(b) is to the effect that one may assume that a director has authority to exercise the powers and perform the duties customarily exercised or performed by a director or company secretary of a similar company. One also need to look at the organic theory which states that where the agents of the company acts within the boundary of powers conferred to them by the company constitution or replaceable rules, then they are deemed as being the company itself as was illustrated in Northside Developments Pty Ltd v Registrar-General[2]. But this may always turn out not to be true as was espoused in the case of Smorgon v Australia and New Zealand Banking Group Ltd[3], where it was observed that such an act requires the attribution of mental states to corporations Company’s legal capacity At common law the company could only enter into legal obligations only if its’ constitution so authorizes. Any part to the contract was deemed to be aware of any restrictions contained in the constitution of the company. Capacity is catered for under Corporations Act 2001. Section 124 accords the company the same legal capacity as an individual and this encompasses power to make an agreement. S 125is to the effect that performance of an act including entry into an agreement by the company will not be invalidated merely on the premise that its beyond the power of the company’s constitution. Thus Giant limited will not be stopped from staking it claims of payments merely because Beanstalk limited had made it constitution public as provided for under s125. Section 128 and 129 are to the effect that where one enters into any dealing with the company on the belief that he is dealing with the right person, then the company will have to honor its obligations. Thus despite the constitution being made public, section 129 and 130 states that the company is still bound by the acts of it officers who are duly appointed to carry out such a task. Thus beanstalk will have to prove that despite Giant ltd being aware of the limitations, they violated what was in the public domain. Question Two Pan Ltd is a company without a constitution. At a members meeting five items of business were passed as special resolutions and placed in a new constitution of the company. These were: that dividends can only be paid if they have been recommended by the directors and declared by the members; Dividends Dividends are the payments made out to shareholders when the company is a going concern and if the directors have approved such payments. They can only be paid if the company assets are sufficiently in excess of its liabilities immediately the dividend is declared and if the dividend is fair and reasonable to the company shareholders as a whole and this does not prejudice the company ability to pay its creditors. This is governed by sections 254T and 254U. (b) That the transfer of shares in the company requires the approval of the directors; Transfer of shares A shareholder in a company who wants to terminate his relationship with the company may decide to offload his shares by way of sale. The shareholder may encounter some difficulties if he wants to sell the shares to an outsider of the company. Some of the difficulties which may arise under the replaceable rules are: The directors have the discretion to refuse to transfer the shares and There might a restriction in the company constitution (if any) on shares transfers. Sections 707. Section 140(2) stipulates that a member may refuse to be bound by modifications after becoming a member if such a modification imposes or increases restrictions on the right to transfer the shares already held by the member, unless the modification is made: or (i) in connection with the company’s change from a public company to a proprietary company under Part2B.7; or (ii) to insert proportional takeover approval provisions into the company’s constitution. Thus the discretion of shares transfer lies with the directors unless a contrary intention as envisaged in section 140 (2) is adduced. that Wendy Weird be a director of the company for life; The CA doesn’t set the specific time for retirement of directors. One can only fail to serve as a director under the circumstances contemplated in Part 2D 3 of the CA. this can be removed by members through the annual general meeting, through resignation or incapacity. To this end one can be a director for life. Those directors of the company are to be appointed by Wendy Weird; A director may appoint another director under section 201 H (replaceable rule—see section135). A person can be appointed as a director with a view of the company establishing the requisite quorum for a directors meeting. Section 201J provides that the directors of a company may appoint 1 or more of themselves to the office of managing director of the company for the period, and on the terms (including as to remuneration), as the directors see fit. To this end Wendy can be appointed under the conditions envisaged in the above sections. That the directors may issue the company’s shares only with the approval of the members. Directors have the powers to issue new shares as provided for under section 254D. Before issuance of new shares of a given class, the directors of a proprietary company must offer them to the existing shareholders of that class. The directors must give the shareholders a statement setting out the terms of the offer. Question Three In order to obtain the funds necessary to expand its business Growth Ltd is to make a $M20 share issue. Advise the directors of Growth Ltd over the following matters. REQUIRED: Can the funds be raised from existing members or anyone else without a prospectus? (2 marks) There are several ways of raising funds by companies in Australia. Public companies (i.e. those with more than 50 non-employee shareholders) can raise funds from the general public by issuing securities. Private companies (ie proprietary limited companies that have no more than 50 non-employee shareholders) on the other hand can raise funds: From existing shareholders and employees of the company or a subsidiary company, and from the general public if the fundraising does not require a disclosure document. Section 708 is to the effect that any personal offers of a body of securities do not require disclosure to the investors. But this doesn’t apply to offers which might amount to indirect issue. Vital documents one is supposed to give potential investors when raising funds? As a general rule of procedure, if a public company is desirous of raising capital or offering securities for sale (for example shares or debentures) a disclosure document must be availed to the potential investors. This is document whose main purpose is to describe all regulated fundraising documents for the issue of securities (for example shares or debentures). All companies which are allowed to raise funds can use a prospectus. A company also relies on an offer information statement or a profile statement and this is informed by the type of fundraising one intends to carry out and whether the restrictions imposed by virtue of using these documents are satisfied. Offer information statements An offer information statement (OIS) has in it a lower threshold for disclosure but can only be used for fundraising up to $10 million. If the company intends to use an OIS then it is required to include a copy of an audited financial report with a balance date within the last six months. Profile statements This is a document which sets out limited key information in relation to the company and the offer. This kind of statements can only be relied upon if ASIC has approved their use. To this end a company can raise funds from without reliance on the prospectus. In summary, a disclosure document is not required when: an offer is a personal offer, and if: offers or invitations have been made to fewer than 20 persons in the previous 12 months, and the new offer will not result in more than $2 million being raised in that 12 months; Note: you must not advertise the offer when you rely on this exemption the offers are made to specified people who are presumed not to need disclosure because of their financial capacity, experience, or wholesale status; the offers are made to current holders of the securities; no money or other form of payment is payable for the securities; other disclosure regimes under the Corporations Act apply (i.e. takeovers, schemes of arrangement); The offer is made by certain types of financial institutions. Will the directors be safe from prosecution if they provide to investors in a prospectus everything they know that is relevant about the investment? (2 marks) The Corporations Act does not detail out everything that ought to be included in the prospectus. But section 710 is to the effect that a prospectus must contain all information that the investors (and their professional advisers) would reasonably require, and reasonably expect to find in the prospectus. This information should be availed so that the investors can make an informed assessment of material matters relating to the company and these do include: †¢ The assets and liabilities, financial position, profits and losses and prospects of the company. †¢ The rights attaching to the securities being offered. Some other information such as terms and conditions of the offer, disclosure of certain payments made to the directors and advisers in connection with the IPO and the expiry date of the prospectus must be contained in the prospectus. To this end the directors will be immune from prosecution as they will not have breached any requirement bestowed on them. If the company issues a prospectus and the directors then become aware that there is a false and misleading statement in it, what alternatives are available to them under the CA? (3 marks) Where a company directors have become aware of a false or misleading statement in the prospectus which has already been issued to the public, the can petition the ASIC to issue Stop Orders. Though these are the preserve of the ASIC to issue this can be sought so that the issues can be rectified on time. Stop orders: what they are and when we will issue one section 719 A stop order is an administrative mechanism that allows ASIC to prevent offers being made under a disclosure document where we believe it contains: a misleading or deceptive statement an omission of information required to be provided under the legislation, or a new circumstance has arisen since the disclosure document was lodged. Where a stop order is issued on a disclosure document, then the company is not allowed to offer, issue, sell or transfer its shares while that order is in force. An interim stop order may be sought for up to 21 days during which time the company will be accorded a hearing to put across its views to an independent delegate. It’s after the hearing that the interim stop order may be lifted or a final stop order on the disclosure document may issue. . Does the CA provide any protection for directors where funds are raised under a prospectus that contains a misleading statement? (3 marks) The liability for directors under corporation falls under section 1308, which provides inter alia that misleading misstatements amounts to a crime and such an offence, is one of strict liability. The CA offers protection to directors by availing the following defences. There are a range of defences available to potential civil and criminal liability, some of which include: †¢ The ‘due diligence defence’, that is, that the person has made all enquiries which were reasonable in the circumstances and having made these enquiries, they believed on reasonable grounds that a statement was not misleading or deceptive or that there was not a material omission from the prospectus. †¢ Where a new circumstance has arisen and it can be established that the person was not aware of the new matter. †¢ Establishing that the person reasonably relied on information provided by someone outside the company, such as a professional adviser, for statements contained in the prospectus But the director should not conceal such information when it comes to his attention. [1] [1946] 1 All ER 512 (CA) [2] (1990) 170 CLR 146 [3] [1976] HCA 53 Is Globalisation A Threat Or An Opportunity? Is Globalisation A Threat Or An Opportunity? Is globalisation a threat or an opportunity for business? The key objective for any business organisation is to maximise profit, if a manufacturing or service industry in any country is progressive in their field of practice, there maybe a need for them to invest or open other subsidiary operation in other country where there is a rising demand for their goods or services Sloma (2004). Furthermore, (Post et al, 1999:146) states that globalisation consist of assembling goods from components produced in several nations, buying of raw materials from overseas suppliers or selling finished goods or services to customers in other countries, also (BBC, 2011) defines globalisation as the involvement of the world becoming highly interconnected as a result of increased cultural and trade exchange. Therefore this essay would explain the cause/effect, opportunities and threat of globalisation on businesses. The main causes of globalization may; trade liberalisation, transportation, and communication (Bhagwati et al, 1983). In trade liberalisation, legislation reducing trade and foreign direct investment have been relaxed. Some governments offer tax incentives to persuade overseas companies to invest in their country, this maybe linked to what is known as free trade (BBC, 2011). Transportation is relatively becoming cheaper, fast and easy to access. People travel for holiday, business, migrate and emigrate from one country to another. Businesses organisations can ship goods and raw materials between countries more easily making goods and services from all over the world available to consumers. While communication, the internet, telephony and the television have paved way for free flow of information and ideas. Outsourcing is a example these, thus a businesses organisation in a country can have a call centre in another country answering calls from customers of the main country. One of the main effect of globalization is inequality, this refers to the income disparity that exist between countries across the world. It maybe argued that globalisation contributes in creating more wealth in developed countries, thus it does not help to close the gap between the worlds richest nations and the worlds poorest King King (2005:199). The internet can be viewed as an opportunity of globalization for businesses. The internet can also be seen as a gateway to participate in the game of globalization (BBC, 2010). Through the Internet, business organisations have been able to go beyond borders, to reach their end customers with their goods or services, thus this could be referred to e-commerce. Communications can be made quickly and easily to any anywhere in the world, but at the same time businesses are exposed to big competition, Holton (1998). There are millions of websites on the Internet, despite the seemingly easy participation, the reality of the Internet can be seen as oligopoly, Sloman (2004). Furthermore, with the internet playing a roll in globalization. It may be good for a business organisation to have access to anyone anywhere in the world, but it also exposes the business to competition. In the internet competition, winners are very few, which creates a big gap between the large and small business. Howev er, there are still opportunities for small business in the world of globalization. This could be; the variety of cultures, languages, social systems and customs, etc. Take the differences of language for illustrative example. Your website may not be seen by customers if it is only in English. Actually, many web pages in the Internet are written in English. However, the business should know there are many languages in the world. If a business website has a page in a different languages, their competitors may be reduced. Another key opportunity for business, is the transfer of technological advancement and knowledge in globalisation. Corsi (2000) points out that this has led to growth in innovation and better techniques of production to business. The main result of this is the growing income and appreciation of the companys economic achievement. Foreign migrants coming to work in multinational companies contribute to the knowledge of developing businesses thus which makes the business more efficient. Economic policies, management techniques and Increased knowledge about production methods present invaluable inputs in small businesses (SME) King King (2005). In globalization there are opportunities of cheap labour for business organisations, thus Jennifer (2005) argues that developing nations are encouraged to open their economies to international trade, with the aim that free trade would bring development and prosperity. Opening its economy to international trade does not translate to economic development and instant prosperity for developing countries, but rather it signifies the exposure of the developing economy to multi-national corporations and foreign direct investors, many of which seek to expand their operations in developing economies because of the cheap labour available in these economies. Growing portions of these cheap labour sources consist of women and MNCs have been accused of intentionally hiring economically and poor educated deprived women to reduce labour costs. With cheap labour a clothing company in the UK can sell a shirt for  £60 that cost less than 10 pence in labour to produce. While globalisation may be seen as an opportunity for big businesses, it can also be argued to be a threat to big and small businesses (SME). Carper (2010) argues that energy and transportation costs increases when jobs are outsourced, as big businesses revise their business strategy and produce goods overseas. Customer service often decreases as companies pay for their goods to be transported from a foreign warehouse to their before being dispatched to the customer. Call centers, are also affected by globalization, as its being flooded with clerks who do not speak fluent English. As energy use increases, domestic supply costs increase as more businesses compete for natural resources. Intergovernmental relations between two countries can have an influence on multinational corporations. For example, If two countries are are war, there will be no trade between them. Furthermore, business operations may be influenced by the political ties of host and home country governments even when there is no war. The United States and Japan have had an important, but difficult, relationship since the end of World War 2. The United States helped rebuild Japans steel, auto industries and shipbuilding , and by the 1970s Japans productivity had increased massively. It used its efficiencies to export steel, automobiles, and semi-conducts to the big U.S. Market. The United States has shifting political relations with Great Britain, China, Russia and Brazil, and many other nations. Economic relations are affected, for better or worse, by political change, and national political priorities shape business relations. The United States, for example, banned U.S. Manufacturing industries fro m selling military products to countries that government agencies believe may be a threat U.S. Security; it restricts high technology exports; and it has banned U.S. Companies from doing business dealings in Cuba (Post et al, 1999:159). Increased Competition is another main concern, as it is threat to domestic businesses. Government of developing countries are faced with this problem as they look to export more and import less to increase the countrys GDP. Globalisation threaten domestic companies as domestic businesses have to compete with foreign business organisation, they are forced to raise their customer satisfaction levels and standards in order to survive in the market. In addition, In developing countries, this is disturbing for domestic companies as they are unable to contend with foreign companies as they are too dependent on the government for funds and therefore lack competitive edge. And also, this is were the government moves in to protect small companies by creating trade barriers and imposing tariffs on imported products. Protectionism does not apply to only developing countries but also developed countries also have the highest trading restrains, Borkakoti (1998). In conclusion, it appears to the author, based on what this essay talks about to point out that globalisation can be an opportunity also a threat to large and small business. Furthermore, globalization has played a big role in the movement of goods and service, making resources available to consumer, it may be argued that globalisation has created global expansion for big business as it has paved the way for small domestic businesses to export their goods or service. However globalization has its disadvantages as well, because of its vulnerability to intergovernmental relations (in the case of war) and its opens domestic businesses to foreign competition. 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