Both Sides of the Coin

As the famous clichà © goes, â€Å"times are changing†, and in order to keep pace with the quick changes that continuously occur, people also change. Their ways of life, adjust to what seems to be the call of necessity. Accompanying this is a change in the culture and what used to be taboos of old have become normal occurrences in the present. One of the taboos, which practice is found to be increasing is cohabitation (Cheal 24). Like many other uncommon practices, the emergence of cohabitation in the culture of a country has both advantages and disadvantages.Cohabitation or living together may be defined as a non-marital union (Brien et. l. ). It has a number of facets. Some see it as an alternative for marriage while others view it as a way of finding assurance for a lasting marriage (â€Å"The Facts behind Cohabitation†). In the 1970’s, studies have found that a number of young adults opted to postpone marriage and decided to cohabit. The increasing number of cohabitation led to a decline in marriages (Cheal 24). The decline in marriage proved to be one of the disadvantages of cohabitation. Since marriage assures the legitimacy of future children, cohabitation may result to more illegitimate children.This may produce children with unstable emotional and educational development as a result of disruptions on their family life (â€Å"The Facts behind Cohabitation†). Another disadvantage is that there is a high probability of incidence of cheating on both parties involved. Because of the non-commitment nature of this kind of union, there is no compelling force that assures fidelity for both partners. There are no rails that may keep both the man and the woman involved faithfully to each other and to the supposed relationship they are into (â€Å"The Facts behind Cohabitation†).A third disadvantage that some couples perceive as an advantage of this kind of set up is that it does not reassure of a lasting marriage at the end of it all. It has been found that couples who live together before actual marriage have unstable unions and commonly end up in divorce. The lack of commitment that the couples have grown into during cohabitation may mean less will to work for the betterment of a relationship, yet more will to end an unsatisfactory relationship (Brien et. al. 2). Despite this, there are still couple who choose cohabitation rather than marriage.Some couples find the disadvantages that were earlier mentioned overshadowed by the advantages they see in this non-marital set-up. In one case, couples who are less financially stable but desires to be together opt for cohabitation as it is cheaper as compared to an actual marriage. The taxes and benefit system require a large amount of money. As such, people whose incomes are low and whose jobs are irregular find it easier to cohabit rather than officially get married (â€Å"The Facts behind Cohabitation†).Another advantage of cohabitation relative to fin ances is the non-commitment nature of the set-up. Since there is no contract that was signed and there are no formal and legal terms that were agreed upon, separation is as easy as getting together. There is no need to file and undergo the gruelling process of divorce especially when the relationship is no longer working. This works well with couples whose money has better things to go to than divorce cases (â€Å"The Facts behind Cohabitation†). To conclude, people who consider it a taboo have reasons to perceive it as such.There are many reasons why for some couples, it is a practice that should not be supported and instead contradicted. On the other hand, it should also be noted that there are also reasons that prove for cohabitation as a better option as compared to actual marriage. People who are pro-cohabitation commonly have personal reasons in opting for this kind of set-up. As such, the issue of cohabitation must not be taken lightly since it may affect the unity of a nation, especially that which uphold a person’s own opinion.

Owens & Minor’s Case Essay

What is the value-added by Owens and Minor? Is this value-addition visible? They own and manage the inventory for the manufacture.  They take on the financial risk associated with the function of managing the inventory flow to the hospitals. They care for product returns and carry the risk for that.  They carry the receivables (cash flow issues due to long payment terms of customers; actually a 90 days credit) They carry and manage most of the inventory for the hospitals, which are sometimes even running stockless. They track and verify customer prices for contracted product purchases and monitor agreements between end-users and manufacturers The distribution has changed in a way that hospitals required the distributors to carry more of the inventory and making more deliveries in lower units of measure, while keeping the same originally negotiated prices. This has put a stronger burden on the distributors. Owens & Minor creates a clear value-add for both manufacturers and suppliers. Manufactures usually only want to produce and sell the product before getting it out of the door Hence Owens and Minor takes the full responsibility for all stressful parts of selling a product. On the other hand customers don’t want to buy and own products before they are ready to use it. Thus Owens and Minor also enables them to achieving more efficient structures, while reducing additional costs related to managing efficiently. 2. Evaluate the impact cost-plus pricing has on distributors, customers, and suppliers. Suppliers: Suppliers have no motivation to try to reduce costs and increase efficiencies since profits remain the same. Market demand is not taken into consideration. If a supplier has a markup, which takes the reseller’s price point beyond current market prices, the reseller’s demand will decrease dramatically. Distributors: Services related to inventory management are not included properly, since the percentage they gain is the same for all products. Whether they are cheap and efficiently to handle or rather problematic. Hence costs will skyrocket if customers will ask for additional services (while keeping the same price). They have the drawback of customers engaging in cherry-picking  and only enabling the distributors to manage low-margin, inexpensive products. Customers: Cost-plus pricing lead to a complicated pricing structures, since distributors and customers negotiated separate product prices from manufacturers, introduced incentives, let prices vary from customer to customer, covered some products by contract and some don’t etc. Hence purchasing managers were nearly unable to properly track actual product costs and compare quotes from competing manufacturers and distributors. 3. What effect will ABP have on customer behavior? Provide an example to illustrate. ABP connects O&M‘s fee to the level of the service they provide: Customer is motivated to keep its activities down to a minimum level and only order services that he really needs ­ ABP helps customers to optimize their service-level and hence their costs. Customers who want to extend their service-level can get this because there is a way for O&M to price a higher service-level  ­ They came up with a relatively simple matrix based on two major cost drivers—number of purchase orders per month and number of lines per purchase order. The number of orders was tied to our fixed administrative fees and the number of lines was tied to our variable costs—the number of times a worker had to go to a product rack, etc. It was a very primitive way to identify our fixed and variable costs, but it was effective in showing the customer that they could lower costs. They wanted to show the customer that instead of being locked-in to a traditional cost-plus contract, they could actually affect their service delivery fee depending on the type and amount of service requested, and the frequency and size of each request. In order for the customer to look at ABP as an honest way to do business, we had to share our numbers with them; otherwise they would have viewed it as just another pricing scheme. 4. What are the obstacles to successful implementation of ABP at Ideal? How would you address these obstacles?  ­ Internal systems at hospitals (e.g. budgeting, compensation) were tied to  cost-plus percentages.  ­Product prices with cost-plus percentages were used to determine transfer pricing between hospital departments  ­Technological barriers: Customer has to change to an EDI system (electronical data input) Hospital would have to change its systems and procedures for material handling ­ For a hospital to benefit it would have to be willing to change and shed personnel, equipment and warehousing space.  ­Culture of hospitals (e.g. surgeons have different preferences for many operating room supplies) O&M should address these obstacles with the following:  ­Offering to convert the activity fee to a cost-plus equivalent  ­O&M‘s logistical services should work closely with customers moving to ABP to help them realign processes and institute cost savings.

Analysis Of Pepsico Vision Statement Business Essay

Analysis Of Pepsico Vision Statement Business Essay PepsiCo is a company which is most successful well-known brands in the world. Pepsi Company is nationally and globally to operating in non-alcoholic beverage industry, soft drink industry, and savoury snack industry. Besides that, PepsiCo offers the world’s largest portfolio of food and beverage brands included 22 different product lines. And the biggest competition from competitor is Coca-Cola in soft drink industry. Analysis of PepsiCo Vision Statement According to vision statement of PepsiCo, I had used seven components to analysis the vision such as directional, graphic, focus, flexible, feasible, desirable, and easy to understand. First of all, the directional component of PepsiCo is target to become a truly sustainable company by using focus on environmental stewardship, activities to benefit society, and a commitment to build shareholder value. From the case, PepsiCo has extensive statements on sustainability, the environment, health and wellness, and diversity. Pepsi Company is nationally and globally to operating in non-alcoholic beverage industry, soft drink industry, and savoury snack industry. PepsiCo is able to expansion market to serve new market segment by provides health and safety product to make consumer more confidence to purchase and become a sustainable company. Besides that, the graphic component of PepsiCo is not appearing in the current vision statement. From the current vision, it has no mention about company management is create and the market position the company is striving to stake out. Moreover, the focus component of PepsiCo is focus on environmental stewardship, activities to benefit society, and a commitment to build shareholder value. According to the PepsiCo case which said that PepsiCo are focusing in projects to increase to use of recycled materials and reduce material used in packaging. It will help PepsiCo build a good brand image, environment friendly and good reputation. When brand image is created, it will incre ase brand awareness of Pepsi and easy to launch new product to serve new market segment and achieve the commitment of shareholder value. However, once the commitment with shareholder is broken it will bring negative effect to the company such as poor reputation and decrease number of invertors. In addition, the flexible component of PepsiCo is creating a better tomorrow than today. From the statement, PepsiCo is wanted to improve all aspects of the world to create a better future. So, it may help increase more potential profitability due to better than previous year. And, it also assists PepsiCo a step forward to be truly sustainable company. Yet, it also some aspect is uncontrollable such as new competitor and economic downturn. Furthermore, the feasible component is about the reasonable expect to achieve in due time. From the case, PepsiCo is expecting continually to improve all the aspects of the world. PepsiCo is able to achieve this vision due to strong financial and also wide range of distribution network. It also has opportunities capture more market share around the world. However, it needs resources and times to achieve the goal. Additionally, the desirable component is about long term interest of stakeholders. In the vision of PepsiCo, it is commitment to build shareholder value. PepsiCo has long history of delivery strong financial growth for shareholders with the powerful brand and commitment to sustainability and top global talent. Conversely, it also face problem when shareholders may disagree with PepsiCo decision making and may occur conflict belong PepsiCo and shareholder.

COMMONWEALTH of Pennsylvania, v Paul David CREWS Research Paper

COMMONWEALTH of Pennsylvania, v Paul David CREWS - Research Paper Example The case study of commonwealth of Pennsylvania vs. Paul David Crew is among the most valuable perspective pertaining to the use of DNA evidence in solving crime. The sensitive treatment of victims in DNA cases is essential across the entire criminal justice system; first beginning with the arrival of the responders at the crime scene and then continuing until long after suspects are convicted. All types of victims especially sexual assault victims should be subjected to fair and sensitive treatment with respect and dignity, especially during the collection of biological evidence from a wider range of crime scenes, which is now beginning to regularly occur in the United States. Problems regarding the security and privacy of a victim’s information in DNA cases are a major concern. The Victims’ DNA profiles are characteristically entered into databases which cause many victims to worry about the privacy of this information, whether it can be accessed by the perpetrators th rough the local databases or the internet. There is also concern about whether this technology can be used against victims who may have committed other crimes, which can possibly result in a decrease in reporting (PLJ, 2012). In this research paper, I chose the case of Commonwealth of Pennsylvania versus Paul David Crews in which many unique talents pertaining DNA evidence were involved in prosecuting the culprit. I am going to study facets of this case which I deem necessary to mention for the purpose of this research. Here, there is a combination of professional unique talents, the respect, their dignity and strive to foster their commitment to excellence in their work that led to justice. Unity and diversity of people on the free exchange of ideas, on learning, living and working harmoniously is truly the pillar of a community’s strength in society as we shall observe in this paper. For the purpose of grasping the whole concept of the case, I will briefly touch on other fa cets of the case other than those pertaining DNA evaluation. It is the professional unbiased performance of each that slowly but surely led to justice (PLJ, 2012). Commonwealth Of Pennsylvania, V Paul David Crews In the morning of September 13, 1990, two hikers, Geoffrey Hood and Molly LaRue, were murdered .The woman tied, raped, and stabbed, resulting to her death. Her boyfriend, shot three times. The suspect Paul David Crews was arrested week later and subsequently charged with the murders. There were a number of witnesses who presented themselves to testify. The first witnesses testified seeing the suspect visit a library seeking a map of the terrain where the couple was murdered while other witnesses testified the suspect seeking directions of the trail that coincidentally was the same with those of the murdered couple. These witnesses openly shared their knowledge to the relevant authorities. Some even vividly testified of seeing the suspect wearing the hiking gear belonging to the male victim along with other objects. A ballistics expert also testified that the handgun possessed by the suspect upon his arrest was the murder weapon which. An FBI DNA expert, after caring out his unique duty came to a conclusion thus testifying that the suspects DNA patterns matched with those obtained from semen samples the female victims vagina. The jury which comprises of carefully selected individuals of varying personalities and background

Relationship Analysis Paper Essay Example | Topics and Well Written Essays - 1500 words

Relationship Analysis Paper - Essay Example s an intelligent man, highly educated and emotive at times due to loss of his twin brother and use of one kidney which makes him have a poor health status. To support him, I encourage him on most occasions, offering emotional support which I know he needs considering the fact that those close to him, like his parents are far off. This paper is a reflection of my relationship with Tony, my boyfriend and it analyzes it using the concepts of mediated communication, the self-concept and emotions. Due to the nature of our relationship, we had to use different media of communication just to convey our concerns and emotions towards each other. We have mostly used the internet via twitter, facebook and skype and as outlined in different section of my paper. These agents of mediated communication have their pros and cons which directly affected the scope of our relationship. A brief definition of the concept of mediated communication is that it uses a medium to transmit a message (Wright et al, 4). The concept of self outlines my esteem and how my boyfriend managed to make me feel confident of myself. Another aspect involves emotions, and it depicts the weaker side of my boyfriend and me. This paper reflects on how through collaborations, we managed to take care of each other’s emotions and resulting to a stro nger bond between us. The relationship with my boyfriend can be termed as a long distance relationship by all definition, we are constantly communicating with each other. Thanks to the agents of mediated communications, namely the internet (Wright et al, 5). The internet as a medium has twitter, facebook and skype, which enables us to communicate constantly and effectively with my boyfriend. With the help of skype, we manage to chat and use video calls to communicate and express our emotions and share our daily events. On most occasions and I tweet my boyfriend just to express my love to him, and he responds back. We are able to follow each other’s daily

Environmental History Essay Example | Topics and Well Written Essays - 1250 words

Environmental History - Essay Example The major cause of air pollutant in urban areas is transportation. The continuous increase in the number of vehicles leads to an increase in the quantity of petroleum usage resulting to production of high quantity of fumes. Among the gases produced, carbon dioxide stands out as major environmental pollutant. The high concentration of CO2 has been mainly attributed to deforestation and burning of fossil fuels in the industries. Smog has been another notable form of air pollution in the history of environmental pollution. It may be defined as the fog which is generated when nitrogen oxides and hydrocarbons undergo a photochemical reaction with the sunlight. This kind of pollution usually intensifies when abundant smoke particles are released into the atmosphere. During industrial revolution, a lot of smoke was produced leading to immense air pollution. So far, the worst kind of air pollution in the entire environmental history is the global warming. It may be described as the rise in the average temperature of the air on the oceans and on the surface near the earth. The rise in temperature has been observed from about 1950BC and is believed to be caused by human activity like deforestation and combustion of the fossil fuel. Its effects are devastating including changes in precipitation patterns, rise in sea level, glaciers retreat, and extinctions of species among others. To manage this menace, measures have stepped up to ensure that the concentration of the greenhouse gas is stabilized.

Role of the public sector in health care (economics) Essay

Role of the public sector in health care (economics) - Essay Example The ethics and economics of this determination require collaboration between the various entities that are affected by this social decision. The following paper will give an overview of the background on why having a public healthcare system is an important social responsibility for a state. Once the foundation has been established through economics and ethics, the way in which the system works in Canada will be examined and reported. The paper will then go into a discussion of the economics of public healthcare through theoretical exploration. A comparison of Canadian and United States philosophical debates about the economic issues of a public healthcare system will be presented before a more thorough examination of the role of the public sector in healthcare concludes the exploration of healthcare in Canada as it is relates to economic perspectives. There are many reasons for having a public health care system. Social reasons include the humanitarian aspect, the purpose of encouraging research, and in being a representational model for ethical governance. Economic reasons for providing health care are even more compelling. Although the best reason for providing health care is so that everyone is healthy, an economic basis for doing so is that productivity of the individual rises when they are healthy and illness has been prevented, thus the collective becomes more productive. In addition, public health care creates savings through preventing illness from getting to a point that the costs on the public system are higher and more damaging than they would have been should health care have been provided on its onset. The responsibility of creating a public health care, however, falls on more than just the government. Public health care systems need to be collaborations between business, government, health care organizations and individuals, and the consumers of health care who are the people of the state. In order for the system to work, there must be

Date) Similar Qualities and Circumstances between Melanie Ballinger in Essay

Date) Similar Qualities and Circumstances between Melanie Ballinger in Richard Bauschs Arent You Happy For Me and the Unnamed Narrator in Nurrudin Farahs My Father, The Englishman, and I - Essay Example In most families with problems, the most unfortunate thing is that although the parents are the ones with personal issues, it is the children who suffer from these. Both Melanie Ballinger in Richard Bausch’s â€Å"Aren’t You Happy For Me?† and the Unnamed Narrator in Nurrudin Farah’s â€Å"My Father, The Englishman, and I† share similar qualities and circumstances in the face of family conflicts. In both stories, each child defies his or her parent’s authority. In â€Å"Aren’t You Happy For Me?†, Melanie Ballinger defies her father when she decides to get married with William Coombes, a literature professor who is forty years older than she is and even nineteen years older than her own father. It seems obvious that Melanie knows that her father would be very upset because she employs several delaying tactics before she tells her father how old her fiance is. This means that she knows that he would be hurt. Nevertheless, the reas on why she has still bothered to tell him about it is only out of â€Å"family courtesy,† which she really tries to emphasize at the end of the story (Bausch). It also seems that Melanie does not trust her own father and this could be the reason for her defiance of his authority. In fact, she shows this distrust when after her father asks her to let William talk to him, she immediately asks him, â€Å"Do you promise not to yell at him?† (Bausch). This is clearly a sign that Melanie does not trust her own father and perhaps this is the reason that she challenges his authority. Perhaps, the ultimate sign that she does not respect her father’s authority anymore is when she tells him, â€Å"I would’ve been better than you were, Daddy, no matter how hard it was† and â€Å"If it wasn’t for Mom, we wouldn’t be [coming over for a visit]† (Bausch). Both these lines imply that Melanie does not anymore respect her father’s authorit y and she would even consider she and her mother to be greater than him in authority. The unnamed narrator in â€Å"My Father, The Englishman, and I† actually shows the same defiance of authority but he directs it towards his own father at first, and later on towards his own mother. At first, the narrator’s mother as well as the narrator himself would both hate his father’s kowtowing to the Englishman. Moreover, the narrator would find it ironic that his father would be â€Å"kindness itself to non-family [but] temperamental with his dependents† (Farah). Such hatred and temperament is obviously hated by the narrator, and he expresses such hatred, resentment and defiance of his father’s authority by resisting eating the boiled sweets that the Englishman sends along with his father. However, such defiance changes in the second half of the story, after the narrator’s mother dies, he begins defying her legacy by taking the side of his father and the Englishman. At this point in his life, he accepts a new allegiance as the Englishman â€Å"embraced† him (Farah). However, although his mother has died, the narrator regrets that he was not able to do anything to prevent the clan elders from agreeing to the treaty of the English: â€Å"Had I been present, or had my mother been consulted, maybe this would not have occurred† (Farah). Although perhaps the narrator has had no choice but to take his father’s side when his mother died, deep down maybe he did not want this change to happen. Perhaps, there is some reason why Melanie Ballinger and the unnamed narrator has shown defiance of their parents’ authority, and it could have been because they do not understand their parents. The reason could rather be something deeper. Both characters have parents who are

Liberal Studies Essay Example | Topics and Well Written Essays - 1250 words

Liberal Studies - Essay Example this context, Banham’s (79) view towards morality parallel’s the Christian view regarding obedience to God’s commands, according to which the Christians obey God’s commands because God commands them and not because of fear of punishment in hell or for the sake of rewards in heaven after death. Hence the rationale is one does the right thing because he/she recognizes him/herself has a reason to do and not out of feelings. For most Americans, being successful is all about raising an being part of a loving family, about contributing something meaningful to their society and about maintaining healthy relationships with friends and colleagues. The worthwhile contribution may be local in scope, as in volunteering to assist school, charity or neighborhood church. Or it may involve wide social or political stage i.e. including national or even global movements like those trying to reduce world poverty, fighting the HIV pandemic or seeking greater equality for politically, socially or economically underprivileged groups. It is a fact that people have different views on success because our individual life experiences and genetic make-up combine to make our individual objectives unique. But in a broad sense, success is the same for all of us. To me, a successful life is a journey I choose along the path to fulfillment of my unique genetic ability as a human being (Scott, 26). Moral confusion is present today in the United States and it continues to escalate under Obama administration which widely supports the incongruous political combination of publicly funded gay marriage and abortion. The moral confusion undermines every of life in the United States, from uncouth local politicians to foreign policy to the teenagers whose social media accounts, which they can easily access, divulge bracing vulgarity and materialism. Without proper guidance, this generation of young people is putting their future in danger, posting all manners of rubbish on the web. The drift

Prokaryotuc and eukarytotic cell & endocrine and exocine glands Essay - 1

Prokaryotuc and eukarytotic cell & endocrine and exocine glands - Essay Example Prokaryotic cells only have a plasma membrane while eukaryotic cells have organelles with membranes such as nuclear membrane (Campbell and Farrell 15). No nucleus is present in prokaryotic cells but there is a nuclear region with the help of which, the cell takes all its controlling directions. In addition, prokaryotes also have a single molecule of DNA that is circular in shape. Nucleus is the most important and unique part of eukaryotic cells and maximum DNA of the cell is present in the nucleus and multiple molecules are present (Campbell and Farrell 16). In prokaryotes, DNA is located in the nuclear region that does not have any membrane while in eukaryotes, DNA is enclosed in Nucleus covered by nuclear envelope (Black 80). Cell division in prokaryotic cells takes place through binary fission while in eukaryotic cells, reproduction is with the processes of mitosis and meiosis. In prokaryotic cells, only asexual reproduction takes place while in eukaryotic cells, asexual as well as sexual reproduction take place (Black 80). Prokaryotes as well as eukaryotes can be autotrophic (generating food themselves) as well as heterotrophic (getting food from other sources). Examples of prokaryotes are bacteria while plants and animals can be taken as examples of eukaryotes. Human body contains a system called endocrine system containing glands responsible for discharging their secretions. Endocrine glands are responsible for discharging their secretions within the body while exocrine glands secrete on the body surface. Endocrine glands secrete internally while exocrine glands secrete externally. The secretions that are secreted by the glands are the hormones (Clark 229). Exocrine glands secrete with the support of ducts while in endocrine glands, no distinct ducts are present for transferring secretions due to which, endocrine glands secrete

Software Requirement Specification Essay Example for Free

Software Requirement Specification Essay In existing system, professor takes the attendance manually and records the details of absentees or presenters. Using this records professor stores the student’s attendance in each day in the attendance list and calculates the attendance percentage manually. In this system professor must consider each student separately and keep this list safely. It takes lot of time. Professor must spend more time to record the each student’s attendance in the attendance list. The project aims in implementing software that helps professor to take the attendance using mobile phone. For this mobile must support java application. This project is based on J2ME technology. Professor enters the attendance to the mobile using keypad. It is a manual process. After saving the absentees or presenters in to the mobile, teacher can edit the attendance list in the mobile. And this attendance details can send to a computer using GPRS. After sending the files to a computer, attendance list must be updated automatically. Modules 1.User Module: The main purpose of the user module is to provide security. This module is specially designed for staffs, which use mobile phone to take attendance. Each staff enter username and password before enter in to attendance list. If username and password cannot match, he/she can’t enter in to attendance page. 2. Attendance Entry Module: The purpose of Attendance Entry Module is to mark the attendance using cell phone. In this module Lecturer takes the attendance using the cell phone. Lecturers select the branch, semester and year. After this session he enters in to attendance page. Here staff makes a mark on the absentees. 3. GPRS connectivity Module: The main function of GPRS connectivity module is sends attendance list to the server database by connecting cell phone with the server through GPRS. In this module attendance list in the cell phone is sends to the database. 4. Updating the Database Module: The first function of this module is to update the attendance list from the cell phone. When the attendance list from the cell phone receives, server automatically updates its database. The server updating the database whether any change from cell phone occurred. 5. Display Module: The Displaying attendance list Module deals with the WEB application of CBAS. In this module Students can view their attendance through WEB. Student must select the branch and year then they get the attendance list of the class. 6. SMS Module: The main advantage of SMS module is that the Students can know their attendance by sending SMS from anywhere. Students send a SMS to the server with their register number. If it is in correct format, the server will replays the attendance of corresponding student through SMS. Otherwise sends an error message.

American football and Initial Velocity Essay Example for Free

American football and Initial Velocity Essay 1. A stone is thrown horizontally at a speed of from the edge of a cliff in height. How far from the base of the cliff will the stone strike the ground? 2. A toy truck moves off the edge of a table that is high and lands from the base of the table. a. How much time passed between the moment the car left the table and the moment it hit the floor? b. What was the horizontal velocity of the car when it hit the ground? 3. A hawk in level flight above the ground drops the fish it caught. If the hawk’s horizontal speed is , how far ahead of the drop point will the fish land? 4. A pistol is fired horizontally toward a target away, but at the same height. The bullet’s velocity is . How long does it take the bullet to get to the target? How far below the target does the bullet hit? 5. A bird, traveling at , wants to hit a waiter below with his dropping (see image). In order to hit the waiter, the bird must release his dropping some distance before he is directly overhead. What is this distance? 6. Joe Nedney of the San Francisco 49ers kicked a field goal with an initial velocity of at an angle of . a. How long is the ball in the air? Hint: you may assume that the ball lands at same height as it starts at. b. What are the range and maximum height of the ball? 7. A racquetball thrown from the ground at an angle of and with a speed of lands exactly later on the top of a nearby building. Calculate the horizontal distance it traveled and the height of the building. 8. Donovan McNabb throws a football. He throws it with an initial velocity of at an angle of . How much time passes until the ball travels horizontally? What is the height of the ball after seconds? (Assume that, when thrown, the ball is above the ground. ) 9. Pablo Sandoval throws a baseball with a horizontal component of velocity of . After seconds, the ball is above the release point. Calculate the horizontal distance it has traveled by this time, its initial vertical component of velocity, and its initial angle of projection. Also, is the ball on the way up or the way down at this moment in time? 10. Barry Bonds hits a home run that lands in the stands at an altitude above its starting altitude. Assuming that the ball left the bat at an angle of from the horizontal, calculate how long the ball was in the air. 11. A golfer can drive a ball with an initial speed of . If the tee and the green are separated by , but are on the same level, at what angle should the ball be driven? (Hint: you should use at some point. ) 12. How long will it take a bullet fired from a cliff at an initial velocity of , at an angle below the horizontal, to reach the ground below? 13. A diver in Hawaii is jumping off a cliff high, but she notices that there is an outcropping of rocks out at the base. So, she must clear a horizontal distance of during the dive in order to survive. Assuming the diver jumps horizontally, what is his/her minimum push-off speed? 14. If Monte Ellis can jump high on Earth, how high can he jump on the moon assuming same initial velocity that he had on Earth (where gravity is that of Earth’s gravity)? 15. James Bond is trying to jump from a helicopter into a speeding Corvette to capture the bad guy. The car is going and the helicopter is flying completely horizontally at . The helicopter is above the car and behind the car. How long must James Bond wait to jump in order to safely make it into the car? 16. A field goal kicker lines up to kick a yard field goal. He kicks it with an initial velocity of at an angle of . The field goal posts are meters high. a. Does he make the field goal? b. What is the ball’s velocity and direction of motion just as it reaches the field goal post (i. e. , after it has traveled in the horizontal direction)? 17. In a football game a punter kicks the ball a horizontal distance of yards . On TV, they track the hang time, which reads seconds. From this information, calculate the angle and speed at which the ball was kicked. (Note for non-football watchers: the projectile starts and lands at the same height. It goes yards horizontally in a time of seconds) Answers to Selected Problems 1. 2. a. b. 3. 4. below target 5. . 6. a. . b. 7. 8. seconds, meters 9. ; on the way up 10. 11. 12. 13. 14. 15. seconds 16. a. yes b. @ degrees from horizontal 17. @ degrees.

Global Migration: Analysis of Stephen Castles (2004)

Global Migration: Analysis of Stephen Castles (2004) Do you agree with Stephen Castles (2004) that migration policies fail? If so, why? If not, why not? Introduction Migration is one of the most important issues in international politics in 21st century. In 2013, there were about 232 million people-3.2 percent of migrants in the world and it has been increasing since 1990 with 154million to 175million until 2000.[1] People cross borders to have better opportunities, to escape poverty and have a better life for their families. Other reasons might be civil wars, conflicts or geographical problems caused by environmental degradation.[2] However, historically, the characteristic of migration began to change since sixteenth century when the European countries started to expand. Moreover form nineteenth century until the First World War, there was a massive movement from European countries to North America.[3] In addition, the number of migrants has been dramatically increasing after 1945. Meanwhile, in Britain, Western Europe, Australia and in North America the political concern about unwanted migrants and migration control issue have become parts of as ‘high politics’ because migration problems were affecting relations between states in 1960s and 1970s.[4] Especially, in 1980s and 1990s there were intensive efforts in controlling migration in many developed countries and they were trying to establish multilateral or supranational regulation system on migration.[5] However, despite these efforts to control migration, due to the increasing number of asylum seekers especially in Western Europe and Australia have built a public perception that migration policies have tendencies to fail.[6] Moreover, in the United States, the number of illegal migrants has been continuously increasing since 1960s and there are about 11millinion who are illegally living in the US today.[7] Then it would be important to question how migration policies work in the international politics today. Stephen Castles argues it is important to examine the elements that drive such migration processes. According to Castles there are about three main reasons that drive migration policy failure; factors arising from the social dynamics of the migratory process, globalization, and North-South relationships and factors within political systems.[8] The purpose of this essay is to evaluate Castles arguments on why migration policies fail. It will first start with explaining Castles key arguments on why migration policies fail, and evaluating his view on policy â€Å"failure†. It will then criticise Castles argument by using Gary Freeman’s argument on immigration politics in liberal democratic countries. Even though Freeman’s argument of migration polices in liberal democratic states is more applicable than Castles argument it will conclude by criticising both Castles and Freemans’ conceptual frameworks on migration policies. Factors Unmake Migration Policy One of the dominant approaches in forming migration policies until these days is neoclassical theory. It has had played important role in forming migration policies and it is indeed important role in migration studies.[9] This theory is focuses on why individuals migrate from one country to another by using comparison of the relative costs and benefits of remaining home or moving.[10] The key assumptions of neoclassical theory is that potential migrants have good knowledge of wage level and job opportunities in destination countries and that economic factor are the most important reasons for potential migrants.[11] It is also often defined as push-pull factors. Push-factors are economic, political hardships in most poor states and developing countries, and pull-factors include comparative benefits in developed countries such as political freedoms, better economic and employment opportunities.[12] The theory sees migrants as market-players â€Å"who have all information for their opt ions and freedom to make rational choices.†[13] Such assumption of the theory however have been criticised that it does not provide proper evidence to explain or prove actual migration movements today and also predicting migration movement for the future. Stephen Castles argues that neoclassical approach to migration enables to achieve appropriate migration policies because it ignores historical experience of migration movements.[14]According to Castles, there are mainly three reasons that fail migration policies today. Castles argues that it is important to understand historical experiences when setting immigration policies because it gives a better understanding to analyse the migration issues.[15] Castles provides a good example how guest workers policy failed in Germany in 1970s. At that time, policy makers recruited guest workers based on temporary residence principles that were formed when they were setting policies for guest workers. Even though employment opportunity declined, those unwanted guest workers never returned to their countries, but rather, brought in their families and eventually ended up staying for the long period and became as minority in Germany.[16] Castles insight is that once migration processes start they will continue and expand as an ongoing social process. He argues that families and their networks play crucial role in affecting potential migration to make a decision to migrate to destination countries. He argues that all migrants are not just individuals who react to market but social beings who are trying to seek for better outcomes for their lives by actively and continuously building migration processes. Moreover, Castles argues that there are structural dependencies in both sending and receiving states. In many developing countries there are tendencies to support encourage people to move to other states in order to reduce unemployment and in receiving countries there are structural tendencies that they need low-skilled labours in order to fulfil jobs that many local not willing to do.[17] Other factor that unmakes migration policy in Castles words is globalization and the division of North and South. Especially, Castl es emphases that globalization and recent North-South relations play important role in understanding international migration flow today. The number of migrants in North has been increasing and it is mainly Castles says because of the huge gap of inequality between North and South. Migration policies will always fail if they properly address reasons and patterns of economic and force migration movement of global inequality.[18] Moreover, Castles insight is that globalization has an inherent structure that widens the gap between and North and South and cultural and technological mean of overcoming this gap. Moreover, because of national logic inherence especially in European Countries, transnational networks would undermine migration control.[19] The last factor that causes policy failure according to Castles is political system. Migration policy process and transnational networks should be related to an analysis how migration policies formed in states and supranational bodies includi ng examining interests, how they are articulated and how political system functions because this is where most policy failure or as he terms â€Å"unintended consequences of policy† could be explained.[20] In addition, Castles says that most migration policies have tendencies to form for short-term for electoral periods and that it should be changed into long-term as migration is a long-term process. In addition, a huge gap of wealth and and power in the emerging global order mean that not all citizens are equal and this might be the basis of a new system of global economic stratification.[21] In Castles argues that â€Å"migration is all about regulating North-south relationships and maintaining inequality.† He argues that migration control will be successful when the gap of inequality will be reduced in the future.[22] Given the Castles three main perspectives on migration failure above, it shows that he focuses on more structural change of social process and on inevitable circumstances caused by those social changes and globalization that produces gap and inequality of North-South. It could be said that Castles argument is broad and general, and as he defined it as a normative sense. His definition â€Å"failure† of migration policies seems to be more â€Å"unintended failure† that caused by those factors noted above. His view on inequality of North-South that driven by globalization seems to have quite sceptical view on liberal ideology and on those receiving liberal states (North) which he believes is one of the main factors to make people to migrate to other countries today. In this sense, Castles argument on inequality of North-South does not give much answer to a question why migration policies fail. His argument is too vague, broad and general that it fails in terms of giving s pecific and persuasive explanation on migration failure. What he argues about policy failure is rather inherent and natural phenomena caused by inequality than more realistic. It is true that the number of migrants from South moving to North is the fastest growing looking at migration trends today as Castles argued.[23] Then it leads to an important question how immigration politics and policies might function in liberal democratic countries. Gap Hypothesis of Migration Policy The term gap hypothesis is when implementations of immigration control policies have different outcomes as they were made in the first place and such gap between stated policies and their results are growing wider.[24] One of the most notable arguments of gap hypothesis is Gary Freeman arguments on how migration policies work in liberal democratic states. Freeman’s perspective is focused on more domestic structure of migration countries.[25] According to Freeman in liberal democratic countries the number of migrants has been continuously growing despite of public negative opinion on migrants. He says that it is because in most liberal democracies immigration policies are never reflected by general public they are ignored and information on migration is quite poorly articulated.[26] It leads to an interesting question who, then distributes and influences in forming migration policy in those countries.[27] According to Freeman there are three factors that affect policy making pr ocedure in liberal democratic countries-individual voters, organized group and state actors. He suggests that in order to have a better understanding on what forces migration polices it is important to understand how public officials interact with organized groups during elections because in democratic states as he says, organized groups have power to control politics of immigration.[28] Organized opinion is more applicable because it reflects the distribution on costs and benefits of immigration and they have much more impact than general public because in politics vote-maximizers find it in their electoral interest to fulfil it.[29] Freeman defines it as â€Å"client-politics†. In client politics, particular or well organized groups have strong interests in working with officials who have responsibilities in making migration policies. Most active and influential actors and beneficiaries are employers who are dependent on unskilled workforce, businesses and ethnic groups are a constituency with important resources that can advocate their interest.[30] Others, who have to bear their costs, do not have such position to influence policy makers and general public who have to compete with jobs, housing, school and government services have difficulties to solve such problems, and face difficulties in influencing immigration policies.[31] Such environment of policy making process in liberal democratic countries leads to a structure where migration clients can actually influence migration policy making process and where immigration policies are influenced by groups who actually benefit from them. Freeman’s argument on how client politics works in liberal democratic is certainly more applicable than Castles view, because it focuses on how migration policies actually function in liberal democratic states. Freeman argues that migration policy making process is influenced by migration politics which involves particular actors distribute in making. Such client politics model in liberal democratic countries shows why immigration policies tendencies of different outcomes. Even though Freeman’s model of client politics more acceptable, still there is a lack of providing clearer framework in order to explain on migration issues today. It is more bias of those classical migrant societies such as United States, Canada and Australia. This also leaves quite sceptical view whether Freeman’s conceptual framework will always work for other emerging migrant countries in the future. Freeman’s insight is that new emerging migration states will follow those liberal democratic states when forming migration policies because migration policy making process and structure of liberal democratic countries. However, Freeman does not pay much attention to asylum seeker and its policies in those liberal democratic states. According to James Hampshire, in order to explain asylum seekers and why states receive them is more a complicated issue because there will be other actors and organizations who are going to be involved.[32] It is then, hard to apply F reeman’s argument of migrant politics. According to United Nations High Commission for Refugees asylum trends report 2012, the United States, France, United Kingdom, Germany and Sweden were the top five receiving states, together accounting for more than 57% of all new asylum claims submitted in 44 industrialized countries.[33] The overall numbers of asylum seekers were about 274,200 in 2012. It clearly shows that Freeman’s framework of does not provide clear explanation of asylum seekers and its policies in migration politics either. Conclusion Stephen Castles argument on why migration policies fail gives a good explanation on how migration is processed and how has been historically changing. He argues that migration should be perceived as a social process that has inherence of changing continuously once migration process starts. Castles argues how globalization and division of North-South affects contemporary migration process, and how the gap of inequality between North-South continuously widens. Migration policy failure might be unintended but because of political system within receiving countries. The problem with Castles argument is that it could be too broad and general to analyse migration policy failure in receiving countries. Freeman’s client politics seems to be more applicable in terms of explaining migration politics, policy failure in liberal democratic states and also in terms of how organized groups are influential and involved in policy making process in those countries. However, Freeman’s argument framework of immigration politics is also problematic because he fails explaining asylum seeker policies which are quite controversial issues these days. Moreover, as noted above, there is quite huge number of asylum seekers and liberal democratic countries are the top five receiving states in the world. Both Castles and Freeman’s argument provide some perusable explanation of migration policies, however, both of them fail in terms of providing clear explanation of complex issues of migration policies today. There are other scholars who have different perspective on how migration politics, however, due to the limits of this essay it was heavily focused on Castles and Freeman view on how migration politics work and why immigration policies fail. Bibliography Castles, S Miller, M (2009) The Age of Migration: International Population Movements in the Modern World, Palgrave Macmillan Castles, S (2004) ‘The Factors That Make and Unmake Migration Policies’, International Migration Review, Vol. 38, p.852-884 Castles, S (2004) ‘Why Migration Policies Fail’, Ethnic and Racial Studies, vol.27, pp. 205-227 Cornelius, W. A. (Ed.) (2004) Controlling Immigration: A Global Perspective, Stanford University Press, Freeman, G (1995) ‘Modes of Immigration Policies in Liberal Democratic States’, International Migration Review, vol.29, pp.881-901 Hampshire, J (2008) Disembedding Liberalism?: from Givens, T., Leal, D. L. (Eds.), Immigration Policy and Security: US, European, and Commonwealth Perspectives. Routledge Pew Research ‘U.S. Unauthorized Immigration Population Trends, 1990-2012’: (http://www.pewhispanic.org/2013/09/23/unauthorized-trends/#All) (accessed on 23.03.14) Portes, A Borocz, J (1989) ‘Contemporary Immigration: Theoretical Perspectives on Its Determinants and Modes of Incorporation’, International Migration Review, vol. 23, pp.606-630 United Nations, Trends in International Migrant Stock: (http://esa.un.org/unmigration/wallchart2013.htm) (accessed on 23.0314) UNCHR ‘Asylum Trends 2012: Levels and Trends in Industrialized Countries’, (http://www.tagesschau.de/ausland/unhcr108.pdf) (accessed on 25.03.14) 1 [1] United Nations, Trends in International Migrant Stock: (http://esa.un.org/unmigration/wallchart2013.htm) (accessed on 23.0314) [2] S. Castles M. Miller (2009) The Age of Migration :International Population Movements in the Modern World, Palgrave Macmillan, p.2 [3] S. Castles M. Miller (2009) p.3 [4] S. Castles(2004) ‘The Factors That Make and Unmake Migration Policies’, International Migration Review, Vol. 38, p.856-857 [5] S. Castles(2004) p.857 [6] S. Castles(2004) p.857 [7] Pew Research ‘U.S. Unauthorized Immigration Population Trends, 1990-2012’: (http://www.pewhispanic.org/2013/09/23/unauthorized-trends/#All) (accessed on 23.03.14) [8] S. Castles(2004)‘Why Migration Policies Fail’, Ethnic and Racial Studies, vol.27, p.208 [9] S. Castles M. Miller (2009) pp.21-22 [10] S. Castles M. Miller (2009) pp.21-22 [11] S. Castles M. Miller (2009) pp.21-22 [12] A. Portes J.Borocz, (1989) ‘Contemporary Immigration: Theoretical Perspectives on Its Determinants and Modes of Incorporation’, International Migration Review, vol. 23, p.607 [13] S. Castles M. Miller (2009) p.23 [14] S. Castles(2004) p.208 [15] S. Castles(2004)‘Why Migration Policies Fail’, Ethnic and Racial Studies, vol.27, p.208-209 [16] S. Castles (2004) p.208, Cornelius, W. A. (Ed.) (2004) Controlling Immigration: A Global Perspective, Stanford University Press, pp.225-230 [17] S. Castles (2004) ‘The Factors That Make and Unmake Migration Policies’, International Migration Review, vol. 38, pp.860-861 [18] S. Castles(2004) p.223 [19] S. Castles(2004) pp. 210-212 [20] S. Castles(2004) p.223 [21] S. Castles(2004) p.223 [22] S. Castles(2004) pp. 212-223 [23] S. Castles(2004) p.210 [24] Cornelius, W. A. (Ed.) (2004) pp.4-5 [25] J. Hampshire (2008) Disembedding Liberalism?: from Givens, T., Leal, D. L. (Eds.), Immigration Policy and Security: US, European, and Commonwealth Perspectives. Routledge, pp.110-111 [26] G. Freeman(1995) ‘Modes of Immigration Policies in Liberal Democratic States’, International Migration Review, vol.29, pp.882-883 [27] G. Freeman(1995) p.883 [28] G. Freeman(1995) p.885 [29] G. Freeman(1995) p.886 [30] J. Hampshire (2008) p.112 [31] G. Freeman(1995) p.885 [32] J. Hampshire (2008) pp.112-113 [33] UNCHR ‘Asylum Trends 2012: Levels and Trends in Industrialized Countries’ (http://www.tagesschau.de/ausland/unhcr108.pdf) (accessed on 25.03.14) Roy Lichtenstein: Art Style Analysis Roy Lichtenstein: Art Style Analysis A work is created when it is prepared over a period of time, the portion of it that has been fixed at any particular time constitutes the work as of that time, and where the work has been prepared in different versions, each version constitutes a separate. (copyright.gov). A derivative work is a work based upon one or more preexisting works art reproduction in which a work may be recast, transformed, or adapted or other modifications, which, as a whole, represent an original work of authorship, is a derivative work. (copyright.gov). Looking at the many pieces of Roy Lichtensteins art and researching the terms created and derivative, he is seen to be controversial because many people consider him to be a copy cat artist. At the time Lichtenstein was producing his prints in question there were copyright laws in effect but it seems that they were never put into action. The Boston Globe produced a story about Lichtenstein titled Roy Lichtenstein Creator or Copy Cat? Deconstructing Roy Li chtenstein  © 2000 David Barsaolu MFA. That article is not the first of its kind; the first article was produced January 31, 1964 by Life magazine titled, Is He the Worst Artist in America? After reading these articles and looking at the prints I noticed that they do have a very close resemblance to what the United States copy right laws prohibit. I happen to think not but I am sure that as there are as many admires of his art and talent as there are probably just as many who disagree with my opinion. I find it quite intriguing that not one of the artists has sued Mr. Lichtenstein for monetary reimbursement or even document to settle out of court. Maybe at that time there was some sort of loop holes for creative art that kept copyright laws at bay. Whatever the reason Roy has become very well known and made a great living with his art. The 1940s were the beginning of Lichtensteins career as an artist with is first drawing class in 1941 at Ohio State University prior to that he graduated from Franklin, then studied anatomical drawing at the Art Students League and participated in a few exhibitions, then he was drafted in to the U.S. Army in 1943 and sketched some works of soldiers and landscapes. His father becomes ill and dies January of 1946 dies. Roy is discharged from the Army late January. Lichtenstein spends theses 10 years getting formal training and taking part in many exhibitions. June 12, 1949 Roy marries Isabel Wilson. The 1950 was quite a year for getting established and becoming a known artist for Roy, he held many jobs from 1951-1957 some of them lasting only a few months, and his first son is born in 1954. Roy continues to be seen at exhibitions but at more popular venues with better known artists. In 1956 Roy creates his first photo pop work by lithograph Ten Dollar Bill and in March his second son i s born. In 1957 Roy begins to use abstract expression style in his paintings familiar work is Donald Duck. Abstract paintings are shown for the first time in June 1959. January 1961 he exhibits abstract paintings made with a torn bed sheet by applying paint to them. Then later that summer Look Mickey is the first of a panel from a comic strip that is pained with Benday dots made from a dog brush dipped in paint, you can see he also uses his first balloon dialogue. Roy then creates his first consumer paintings for advertisers, tries new techniques tondo painting, diptych painting, and blue with white to duplicate reproductions. 1961 proved to be a great year in October Roy received a $400.00 a month stipend from the Leo Castelli Gallery and has a trial separation from his wife. In 1962 he begins to use turpentine soluble acrylic paint but did not stray away from oil paint for the simulated Benday dots. Early summer of 1962 Roys pen drawings are shown for the first time and his consum er goods and comic strip art is shown early fall on the west coast in a gallery. In 1963 Roy pained his first large scale work and it was commissioned by Philip Johnson to create a mural, for the New York State Pavilion at the 1964 Worlds Fair in Flushing Meadows, New York. Roys first European exhibition was later that summer. Roy divorces his wife in 1965 and she take custody of the kids he then creates a series of ceramic heads with co artist Hui Ka Kwong, experiments with modern motif and that autumn stops working with ceramics. In 1966 Roy stops putting words on his canvas, in April Roy illustrates the cover of Newsweek magazine the entire edition is devoted to POP Art, and in the autumn 1967 he collaborates to create a series of sculptures made of brass, tinted glass, marble and other materials. In 1968 he creates is first repeated design modular paintings and stretcher frame paintings, Time magazine cover features Kennedy painting and a Rendering of a Gun at the end of the yea r he married Dorothy Herzka. In Osaka, Japan seascape films are shown in 1970 that Roy filmed and he sold painting #6 for $75,000.00 the highest paid for work of art at that time for any living artist. In 1971 Mirrors was shown publicly, his films of seascapes were shown, and in ducted in to the American Academy of Arts and Science in Boston.1973 trompe-loeil and Cubist Still Lifes are used with faux wood grain pattern for the first time, 1974 begins influenced work by Italian Futurism, and entablatures series using metallic colors mixing sand with paint to highlight surface texture. 1975 starts a series influenced by Purists Artists, 1976 paints Office Still Lifes, Completes Entablature Paintings, creates many self-portraits in Futurist style, and Warhol creates a silkscreen Lichtenstein. 1977 Roy starts a series based on Surrealists artists, Skowhegan Medal for Painting is awarded, and BMW commissions Roy to design outside of race car later driven in the year at Le Mans. In 1980 R oy is awarded honorary Doctorate of Fine Arts from Southampton College in New York and in 1980 paintings and sculpture and from 1970s and 80s are touring America, Europe and Japan and 1989 his painting Torpedo.Los! sold for 5.5 million joining two other living artists whose work brings in as much. In 1990 Roy begins and Interior series painted with sponges that are shown in 1991, commissioned in 1992 for a 64 foot high sculpture for the Summer Olympics in Barcelona, Spain. In 1993 Roy contributes a cover image for Fredrick Tutens book, creates two giant pieces of art, Grrrrrrrrrr! appears on the front of ARTnews, and begins a series of nude female works. April 30, 1997 the last interview ever given by Roy, Singapore Brushstroke is the last constructed artwork installed, and September 29, Roy Lichtenstein dies. I chose three pieces of work from three different time periods in Roys life as a focus. Each piece is from a period that is important how he creates his work and how he develops his style. Washington Crossing the Delaware 1 is oil on canvas 26*32 in 1951, is a form of abstract expressionist and is painted very child like. George Washings is what catches your eye at the front of the boat. All the lines are simple and the people are drawn simple and the colors are dark. The BMW 320i that was designed for the Le Mans 24-hour race in 1977 was clearly a car that had already seen what was on the road ahead by looking at the sun shining and the stretches of road on it. You see his style of the comic strip on it with the long lines suggesting super speed and his famous Benday dots on the design. Last I chose the Barcelona Head 1992 as the last to show that no matter what the media he uses and what he does that since he has developed his style he continues with consistency. The sculpture was was done in the spirit of the Catalan architect Antonio Gaudi and placed on the rebuilt water front. What I have not touched on is that Roy is considered controversial because many of his works of art are out right copy cats and that he was never accused by the original artist but was later confronted by articles about his work. I dont have a opinion about this and not much to say on the matter but it was his early practice to copy Picassos work also. I perceive it of his style and I do know that what he has created on his own is very original and wonderful to admire and pleasing to the eye at least for me Sources used Roy Lichtenstein Creator or Copy Cat? Deconstructing Roy Lichtenstein. David Barsaolu MFA. 2000. January 28, 2010. http://www.flickr.com/photos/deconstructingroylichtenstein/395941200/. www.HYPERLINK http://www.copyright.gov/title17. January 28copyright.govHYPERLINK http://www.copyright.gov/title17. January 28/title17. January 28, 2010. http://www.image-duplicator.com/main.php?decade=80. January 29, 2010. Lawrence, Alloway, Roy Lichtenstein, Modern Master Series Vol I, Cross River Press LTD, 1983.

Is it Money Well Spent? Election 2004 :: essays research papers

We live in a time where more expensive means more desirable. This year’s election spending has gotten out of hand. It is time for future presidents to ask themselves, is all of this spending necessary? The total spending in the 2004 election was at least 1.2 billion dollars and the total costs of the 2005 inauguration to be 50 million dollars. Advertisements and personal luxuries the President elect and their family indulge in are even pricier than anything is. What exactly are the leaders of this free world spending this much money for? Appearance is a big deal when someone is trying to make an impression. A person has to be able to hold him or herself properly, groom themselves properly, and wear the latest outfits to appeal to the many eyes looking up at them. First Lady Laura Bush, along with her two daughters spent a lump sum of 30 thousand dollars on one out of six outfits they wore during the inaugural bashes held on January 19 and 20. The Presidential suite package at the Mandarin Oriental Hotel for inauguration celebrations cost 200 thousand dollars alone. This is 50 thousand dollars more than military necessities that the President claims we desperately need. This includes a fully armored military Humvee and one set of Army body armor. President George W. Bush’s inauguration could have paid for vaccinations and health care for 22 million children impacted by the tsunami disaster, or it could have paid off some of the nation’s 412 billion dollar deficit from last year. Millions of government do llars was spent on construction of the platform, stands at the Capitol, and rigid inauguration security. Is it Money Well Spent? Election 2004 :: essays research papers We live in a time where more expensive means more desirable. This year’s election spending has gotten out of hand. It is time for future presidents to ask themselves, is all of this spending necessary? The total spending in the 2004 election was at least 1.2 billion dollars and the total costs of the 2005 inauguration to be 50 million dollars. Advertisements and personal luxuries the President elect and their family indulge in are even pricier than anything is. What exactly are the leaders of this free world spending this much money for? Appearance is a big deal when someone is trying to make an impression. A person has to be able to hold him or herself properly, groom themselves properly, and wear the latest outfits to appeal to the many eyes looking up at them. First Lady Laura Bush, along with her two daughters spent a lump sum of 30 thousand dollars on one out of six outfits they wore during the inaugural bashes held on January 19 and 20. The Presidential suite package at the Mandarin Oriental Hotel for inauguration celebrations cost 200 thousand dollars alone. This is 50 thousand dollars more than military necessities that the President claims we desperately need. This includes a fully armored military Humvee and one set of Army body armor. President George W. Bush’s inauguration could have paid for vaccinations and health care for 22 million children impacted by the tsunami disaster, or it could have paid off some of the nation’s 412 billion dollar deficit from last year. Millions of government do llars was spent on construction of the platform, stands at the Capitol, and rigid inauguration security.

Pablo Neruda :: Poetry Poet Poems

Pablo Neruda Pablo Neruda, a quien llamamos en el escalafà ³n consular de Chile Ricardo Reyes, nos nacià ³ en la tierra de Parral, a medio llano central en el aà ±o 1904, al que siempre contaremos como de natividades verà ­dicas. La ciudad de Temuco lo tiene por suyo y alega el derecho de haberle dado las infancias que "imprimen carà ¡cter" en la crianza poà ©tica. Estudià ³ letras en nuestro Instituto Pedagà ³gico de Santiago y no se convencià ³n de la vocacià ³n docente, comà ºn en los chilenos. Algà ºn ministro que apenas sospechaba la cosa à ³ptima que hacà ­a, lo mandà ³ en misià ³n consular al Oriente a los veintitrà ©s aà ±os, poniendo mucha confianza en esta brava mocedad. Vivià ³ entre la India Holandesa y Ceilà ¡n y el Ocà ©ano Indico que es una zona muy especial de los Trà ³picos, tomà ³ cinco aà ±os de su juventud, trabajando su sensibilidad como lo hubiesen hecho veinte aà ±os. Posiblemente las influencias mayores caà ­das sobre su temperamento sean esas tierras oceà ¡nicas y super-cà ¡lidas y la literatura inglesa, que à ©l conoce y traduce con capacidad de prà ³cer. Antes de dejar Chile, su libro "Crepusculario" le habà ­a hecho cabeza de su generacià ³n. A su llegada de provinciano a la capital, à ©l encontrà ³ un grupo alerta, vuelto hacia la liberacià ³n de la poesà ­a por la reforma poà ©tica, de anchas consecuencias de Vicente Huidobro, el inventor del Creacionismo. La obra de los aà ±os siguientes de Neruda acaba de ser reunida por la editorial espaà ±ola Cruz y Raya en dos muy dignos volà ºmenes que se llaman "Residencia en la Tierra". La obra del capità ¡n de los jà ³venes ofrece, desde la cobertura, la gracia no pequeà ±a de un tà ­tulo agudo. "Residencia en la Tierra" darà ¡ todo gusto a los estudiosos presentà ¡ndoles una ligazà ³n de documentos donde seguir, anillo por anillo, el desarrollo del formidable poeta. Con una lealtad a sà ­ mismo y de entrega entera a los extraà ±os, à ©l ofrece en un orden escrupuloso, desde los poemas amorfos e iniciales de su segunda manera hasta la pulpa madura de los temas de la madera, el vino y el apio. Se llega por jalones lentos hasta las tres piezas ancladamente magistrales del trà ­o de materias. Recompensa cumplida: los poemas mencionados valen no sà ³lo por una obra individual; podrà ­an tambià ©n cumplir por la poesà ­a entera de un pueblo joven. Un espà ­ritu de las mà ¡s subida originalidad hace su camino buscando eso que llamamos "la expresià ³n" y el logro de una lengua poà ©tica personal. Rehusa las prà ³ximas, es decir, las nacionales: Pablo Neruda de esta obra no tiene relacià ³n alguna con la là ­rica chilena. Rehusa tambià ©n la mayor parte de los comercios extranjeros; algunos contactos con Blake, Whitman, Milosz, parecen coincidencias temperamentales. Pablo Neruda :: Poetry Poet Poems Pablo Neruda Pablo Neruda, a quien llamamos en el escalafà ³n consular de Chile Ricardo Reyes, nos nacià ³ en la tierra de Parral, a medio llano central en el aà ±o 1904, al que siempre contaremos como de natividades verà ­dicas. La ciudad de Temuco lo tiene por suyo y alega el derecho de haberle dado las infancias que "imprimen carà ¡cter" en la crianza poà ©tica. Estudià ³ letras en nuestro Instituto Pedagà ³gico de Santiago y no se convencià ³n de la vocacià ³n docente, comà ºn en los chilenos. Algà ºn ministro que apenas sospechaba la cosa à ³ptima que hacà ­a, lo mandà ³ en misià ³n consular al Oriente a los veintitrà ©s aà ±os, poniendo mucha confianza en esta brava mocedad. Vivià ³ entre la India Holandesa y Ceilà ¡n y el Ocà ©ano Indico que es una zona muy especial de los Trà ³picos, tomà ³ cinco aà ±os de su juventud, trabajando su sensibilidad como lo hubiesen hecho veinte aà ±os. Posiblemente las influencias mayores caà ­das sobre su temperamento sean esas tierras oceà ¡nicas y super-cà ¡lidas y la literatura inglesa, que à ©l conoce y traduce con capacidad de prà ³cer. Antes de dejar Chile, su libro "Crepusculario" le habà ­a hecho cabeza de su generacià ³n. A su llegada de provinciano a la capital, à ©l encontrà ³ un grupo alerta, vuelto hacia la liberacià ³n de la poesà ­a por la reforma poà ©tica, de anchas consecuencias de Vicente Huidobro, el inventor del Creacionismo. La obra de los aà ±os siguientes de Neruda acaba de ser reunida por la editorial espaà ±ola Cruz y Raya en dos muy dignos volà ºmenes que se llaman "Residencia en la Tierra". La obra del capità ¡n de los jà ³venes ofrece, desde la cobertura, la gracia no pequeà ±a de un tà ­tulo agudo. "Residencia en la Tierra" darà ¡ todo gusto a los estudiosos presentà ¡ndoles una ligazà ³n de documentos donde seguir, anillo por anillo, el desarrollo del formidable poeta. Con una lealtad a sà ­ mismo y de entrega entera a los extraà ±os, à ©l ofrece en un orden escrupuloso, desde los poemas amorfos e iniciales de su segunda manera hasta la pulpa madura de los temas de la madera, el vino y el apio. Se llega por jalones lentos hasta las tres piezas ancladamente magistrales del trà ­o de materias. Recompensa cumplida: los poemas mencionados valen no sà ³lo por una obra individual; podrà ­an tambià ©n cumplir por la poesà ­a entera de un pueblo joven. Un espà ­ritu de las mà ¡s subida originalidad hace su camino buscando eso que llamamos "la expresià ³n" y el logro de una lengua poà ©tica personal. Rehusa las prà ³ximas, es decir, las nacionales: Pablo Neruda de esta obra no tiene relacià ³n alguna con la là ­rica chilena. Rehusa tambià ©n la mayor parte de los comercios extranjeros; algunos contactos con Blake, Whitman, Milosz, parecen coincidencias temperamentales.

a piece of her mind :: essays research papers

Often our choices are based upon our basic needs and what makes us feel safe. Yet, there is always that minute doubt tangled within our gut, wondering what would have happened if we took the dangerous, the hesitant, and the more thrilling path. One of the most universal experiences human beings face as we begin to age is we start to look back upon our lives and wonder if we made the right choices. For some people, they experience a â€Å"mid life crisis† and choose to start all over again, desperately yearning for a different result. Others dwell in a sense of melancholy, saddened by their fantasies of what life could have been had they chosen â€Å"the other path.† What if I had married differently? What if I had chosen a different career? These â€Å"what ifs† begin to pile on top on one another, creating a disappointing mountain of uncertainty and speculation. Within Mrs. Dalloway, Virginia Woolf portrays Mrs. Clarissa Dalloway as a woman who is exploring the se questions in a single afternoon of her life. If Mrs. Dalloway were to have kept a diary during this one day in her life, the following is an excerpt of what I think she would have written in it. Dear Diary,   Ã‚  Ã‚  Ã‚  Ã‚  Ã¢â‚¬Å"As a cloud crossed the sun, silence falls on London: and falls on the mind. Effort ceases. Time flaps on the mast. There we stop; there we stand. Rigid, the skeleton of habit upholds the human frames.†(49) Earlier today, he just stood there in front of me, his failure figure seeming more daunting than ever before. As my eyes met his, drapes of memory began to unravel within my mind, uncovering the ancient sheds of abandoned feelings. It was too difficult to ignore the pulsating pain I felt when my eyes met hit. My eyes frantically searched for an escape outlet. As I passed through the gigantic wooden doors towards the small room, I was forced to confront the amber-stillness of a surprisingly placeless place. I scanned the room I had just finished cleaning nearly an hour earlier. While it all appeared to be in order and cleansed of any dust or untidiness, any slight disorder popped out at me. The tired shelves leaned to one side under the weight of abs ent books, now pushed to the floor perhaps by the wind. Faces were covering the wall, trapped in black and white cruelty of photographs and the muted murmur of faded laughter.

Background/Introduction of Wal-Mart Germany: A Failed Marketing Plan

Wal-Mart is not only the world’s most dominant player in the retail home market industry, it is also the world’s largest corporation in terms of revenue earning more than $240 billion in 2003. It is also the biggest private-sector employer in the world today with around 1. 38 million staff on its payroll. The first Wal-Mart was set up in 1962 by brothers Sam and Bud Walton as a five and dime store in Rogers, Arkansas. Forty years later, branches have mushroomed all over America.Today there are 1,647 Discount Stores, 1,066 Supercenters, 500 SAM’s clubs and 31 Neighborhood Stores in operation across the country—all under the Wal-Mart corporate umbrella. Wal-Mart thrives on its everyday low prices (made possible by its sophisticated inventory management system and the biggest private satellite communication system in the world), emphasis on customer service, and highly-motivated personnel. With its huge and uncontested success in the homeland, Wal-Mart decide d in 1991 to embark on an ambitious campaign to become an international retail store corporation.Its goal was to have its international operations contribute a third of its total profits by 2005. It opened a SAM’s club outfit, its first overseas branch, in Palenco, Mexico City. Since then, Wal-Mart has opened branches in 9 countries and in 1993, it opened the Wal-Mart International Division, to oversee the company’s international operations. So far, revenue returns has been spectacular. In 1979, its annual turnover reached $1 billion for the first time. In 1993, it earned a billion in only a week and in November, 2001, in a record-breaking single day. In the year ending January 31, 2003, Wal-Mart posted sales of $244.5 billion, with about 16. 5% earned abroad. Its 2003 turnover is three times higher than Carrefour’s, the world’s second biggest retailer. However, while Wal-Mart has become the market leader in the US, Mexico and Canada, the same didnâ€℠¢t hold true for its other overseas markets. Its operations in Asia (which includes China, South Korea and Japan) and Latin America (Brazil and Argentina) are profitable but not as much as the North American profit rates. A notable case to consider, however, is Wal-Mart’s failure in the German market. The Wal-Mart Germany FiascoGermany is the third biggest retail market in the world after US and Japan. In December 1997, Wal-Mart decided to expand into Germany—a move that was once considered as an initial foray to make its presence known throughout Europe. The company took over the chain of retail stores, Wertkauf, for about $1. 04 billion and Interspar hypermarkets for â‚ ¬560 million. However, revenues have not mirrored those of North American postings. By 2002, Wal-Mart Germany only earned an estimated â‚ ¬2. 9 billion, a market share of 1. 1%. By 2003, it has lost about â‚ ¬1 billion, closed two outlets and laid-off around 1,000 staff.Wal-Mart’s Germ an operations is said to have failed because of four reasons: First, Wal-Mart’s entry into the German market was through acquiring 74 Spar hypermarkets, a company which before the buyout was already the weakest player in the market. Spar stores were located in less well-off areas and has the industry’s highest logistics cost and lower returns. Meanwhile, its acquisition of Interspar is considered as an overpriced deal since the same chain of stores were bought by its former company only two years earlier at a price seven times lower than what Wal-Mart had to pay for.The second reason is the clash of cultures between Wal-Mart Germany’s American CEOs and German employees. The ignorance of these executives regarding Germany’s laws and culture has created widespread employee dissatisfaction and union-bashing. American Rob Tiarks, Wal-Mart Germany’s first CEO, was unwilling to learn the German language, ignorant with the country’s framework of re tail market and ignored the strategic advice given to him by former Wertkauf executives. The company installed a German CEO in 2001 but his ability to turn Wal-Mart’s future around is yet to be judged.It also has to deal with unions, a factor that is absent in its US operations. Third, Wal-Mart has not been able to deliver its promise of lower prices and compete with other and bigger discount stores in the country like Aldi. German shoppers have also been turned-off by the concept of â€Å"greeters† which, in America, is considered good customer service but a form of harassment in the European country whose people are used to self-service. It also cannot offer the 24/7 convenience of its American store counterparts because of Germany’s restrictive shopping hour regulations.Finally, Wal-Mart Germany has been continually accused of infringing German laws and regulations like the anti-trust act which requires all corporations to disclose financial information. More problems could be foreseen for the company using the present situation as gauge. So far, it has failed to accomplish the financial benchmarks it has set for its first European foray. The future of Wal-Mart Germany is, indeed, not encouraging at this point in time. Reference Knorr, Andreas and Andreas Arndt. Why did Wal-Mart Fail in Germany? Bremen: Institute for World Economics and International Management, June 2003.

Ralph Jack in the Lord of the Flies and Jekyll and Hyde in the novel Dr Jekyll and Mr Hyde Essay

professional of the flies and Dr Jekyll and Mr Hyde both(prenominal) deal with the total and iniquity sides of bit, compensate though Golding and Stevenson wrote their books in different historical periods. The fictions ar both dealing in the same floor. The powers white plague their characters to represent the struggle between dear and evil. Golding uses a group of boys to translate the rive of wide-cut and evil, while Stevenson used the good and evil within unity person.As these authors use their characters to represent this struggle. It is important to witness how they develop through the novel.Ralph in maestro of the travel is presented as a t curiosityerness class boy at the cypherd of the novel. Golding describes him as the boy with the fair blur, which is a symbol of a good person. The author describes how Ralph climbs easily through the undergrowth, which is contrasted with the stylus in which Piggy clambers through it. The author has put Ralph and Pi ggy together because they be different in both question and body. Together they will both conciliate a whole good person. Ralph is t either, fit, well-favoured and fair-haired. Ralph has a good background with his stupefy being in the navy blue. This suggests that Ralph was brought up in a good way, so he should know the difference between in force(p) and wrong. This is a stereotypical good person, hardly Ralph is not a thinker. Ralph does do whatsoever bad things. He betrays Piggys denomination by telling all the other children what Piggys name was, when Piggy told him not to. Piggy is a short, plump he wears glasses and is an orphan. knucklebones Merridew from Lord of the Flies is root thinkn march with his choir. The choir is set forth as a dark unrefined being. Jack has a red hair, which suggests that he has an un guaranteelable anger. He speaks to the choir in a forces way. He blabbers down to them and ignores Simon when he faints. This shows that he has auth ority over the choir and he is insensitive towards other packs weaknesses. Altogether I stack see that he is hard, unsympathetic, cruel and manageable a bully.The first time we see Dr Jekyll in Dr Jekyll and Mr Hyde is at a dinner fibery party. He is seen as a well-to-do and sure-footed man. He is wealthy and value chemist. Stevenson describes him as a large, well made, smooth-spoken faced man. When Utterson mentions Mr Hyde he wants it to be a secret between himself an Utterson. He withal does not want to talk about it. Stevenson gives Mr Utterson the role of narrator. This is because he wants part of the story to be missing (to give the audience to be left guessing). Dr Jekyll is set forth through the eyes of Utterson and this could be preconception because Utterson is a friend of Dr Jekyll.Mr Hyde is described for the first time in a story. In this story he collides with, knocks down and tramples a little girl. Hydes reaction is described as hellish. When other spate arrive he brings out the chastise in them. Even the doctor wants to devour him. When Hyde id threatened by s croupedal he aggress to pay compensation. He writes a check out at Dr Jekylls family unit with Jekylls sigcharacter. Utterson thinks he his blackmailing Jekyll.In both novels the evil gets and takes the chance to occult. Jack and Mr Hyde both show their much primitive side. An example of jack up primitive side is when he hunts for pigs. He is described as dog- wish on all fours and sniffing the humid earth. This suggests that he is more than like a cave man, than a genteel human being. Mr Hyde on the other mint murders Carew. In the chapter search for Mr Hyde, Utterson describes Mr Hyde as trodlodytic, small and hardly human. This excessively suggests that Mr Hyde is more like primitive man. Further accompaniment this up, he takes a hissing dream of breath, which is what a frightened puppet would do. Both authors are saying that the primitive side of man will d ominate if it has the chance.Darkness, which represents evil, and people are scared at night. Darkness is a big theme in both of the novels. Jack does his hunting in the forest, which is described from the beginning of the novel as a dark broadcast by Golding. When Jack steels Piggys glasses he uses immorality as his cover. Simon gets killed in a frenzied attack, which happens at night. Mr Hyde is mostly seen at night. His home in So-ho is seen through a curtain of swirling fog. All of this discipline leads you to think that these people should be associated with darkness and evil.The novels are reflecting events in the authors lives. In Goldings time an example of how evil can flourish without people doing anything is the concentration camps of WWII. Stevenson is authorship about the hypocrisy in twee England. Many men went to prostitutes and then they promoted family values.Ralph and Dr Jekyll are the respected civilised people in the two novels. Ralph is middle classed you can see this when he talks about his overprotect as daddy. Ralph is sensible and wants to observe democratically by using the conch and lets everyone stand a vote. He has sensible ideas, to plosive speech sound alive and get rescued, like the flak catcher and shelters.Dr Jekyll is also middle class. He is a respected chemist. The painting, which he gave Mr Hyde, shows that Dr Jekyll is cultured. The pleasurable dinner parties he gave showed he was a confident and cheerful.Both of these characters try to take control early in both novels yet they are not successful.Even though both of these characters are civilised they are not perfect. Ralph was rude to Piggy and disrespected his wishes. Ralph also took part in the killing of Simon, which shows that even he can be evil. Dr Jekyll also not perfect. He already leads a double life. Hyde grew from Dr Jekyll. Dr Jekyll did things he was ashamed of. He already committed to a underlying duplicity of life.At the end of the novels ord er if restored and the civilised side of man takes over again. In Lord of the Flies order is restored by the arrival of the navy officer. When the navy officer arrives so do rules and order. This is what the navy and more importantly adults represent.At the end of the Dr Jekyll and Mr Hyde Dr Jekyll has to die for the evil of Mr Hyde to die. Mr Hyde kills himself. I think this was because he gains the knowledge of what he has done. He gains a conscience, which drives him to kill himself.I feel that Lord of the Flies is more depressing view of human nature because it deals with children which are meant to be innocent and not capable of killing. It also deals with more than one person, which shows that it could happen to everyone.

Hero Honda Demerger

remit of Contents 1. ABSTRACT3 2. INTRODUCTION4 3. MATERIALS ANS METHODS5 4. ANALYSIS5 5. Conclusion14 6. References15 1. ABSTRACT THE JOINT gauge A conjugation casualty a middlest chock theme and Honda move Comp either was realised in 1984 as the bomber Honda Motors contribute atDharuhera Haryana. wedgeis the cross out call d sustain used by the Munjal br differentwises for their flagship conjunction whiz Cycles Ltd. Honda is pieces big(a)st selling dickens wheeler association base in japan. Munjal family andHonda host both(prenominal)(prenominal) own 26% stigmatise in the junction reckon virtuoso Honda melt down Corporation.However the adept Honda host was set for a garbled at the end of 2010. After the branch Munjal family give steal Honda Motors 26% s consent for virtually $1 million, or a little little than half the current value of the place in the dribble mercenaryize. The japanese auto major en swan choke the JV by dint of a s erial of come to securities industry minutes by bragging(a) the Munjal family an supererogatory 26% sh be. Honda, which overly has an independent fully owned two wheeler subsidiary (Honda cycle and Scooter India (HMSI) leave al champion exit gunman Honda at a terminate and get over $1 cardinal for its indorse.The discount im originate be amid 30% and 50% to the current value of Hondas dumbfound up as per the value of the broth. The Munjal family plans to compensate Honda through eminent royal line fee tabus, which could double to nearly 6% of salary sales. However, bring up financial institutions learn objected to this move, reciteing that the jackpot could favour the Munjals but be detrimental to other sh atomic number 18h ho bers. Honda result continue to render engineering to adept Honda motorbikes until 2014 for existing as well as clock to come sense modalityls. And after 2014 both companies Honda Motorcycle and Scooter India and numbfish Motor corporation exit compete with for each wizard other. hero group will nurse full admittance of the overseas marketplace as well and Honda group dismiss compete full f conductged in Indian market In this forcing out cross we read analyse st browsegical motives behind the push-down store, remnants which led to the fall of crossroads opine, legal and regulative implications of the push-down stack (through miscellaneous disclosure deemments and modernistic licensing covenants). WHY THIS throw up IS WRITTEN AND WHAT IS DISCOVERED whizz group is k directledge domains largest selling cps disassociateicipation and Honda motor cop. Is worlds largest two wheeler comp whatsoever. This was Indias well-nigh conquestful joint conjecture.Merger of these two companies one(a) Indian and one outside comp whatever has to go with lots of legal regulations and strategic business implications. Demerger of these companies has to hatful with many legal regulations a nd this merger has been canvassn based on changing business strategies and markets. Key concerns that this proletariat has jamt with be. * How much triple-crown the joint ad menace was? * Reasons of achievement of the JV. * What argon the main clauses in MOU gestural by the two companies? * What lead them to demerger? * What is the mode of exit from demerger? * impart open sally be ask to execute by hoagie group? direction of funding by hero group to acquire 26% bundle of Honda group. * Does the investing by Investors in hero group require earlier giving medication or FIPB approval? * What argon the dis squiffyr requirements beneath proposed shargon alter? 2. INTRODUCTION PROBLEM STATEMENT Analysing legal, financial and strategic imports in demerger of two companies involving an Indian and a impertinent company. The demerger involves many key issues to push-down stack with before it will go on demerger. The legal issues has some key components similar * Open gloweringer on a lower floor coup code. * Prior government approval or FIPB approval. manifestation requirement by hoagy group downstairs takeover code and under SEB guidelines. * modality of accomplishment of sh bes. * Tax implications on Honda group japan. Mode of financing by hero group to take 26% sh ars of Honda group is similarly a pointedness of concern the key area of emphasis on it are * Bridge Financing * Funding from mysterious lawfulness investors Business strategies of both companies involved withal came as lead to demerger the key issues in it are * India is a liberalised economy now. * Honda is third largest two cyclist association in India. * Vendor issue to show move. * Export market.Latest and successful good capabilities of Honda motors and the reli readiness of adept radical with pan India front defecate an good combination. Honda motors technical expertise provided better evoke cost-efficient rides and was good sold through gunslinger mathematical groups deep distribution mesh. Absence of any major competitor in the sign long time helped the keep company birth the best of the growing market requisite for motorcycles. With the decrease in terms difference in comparison with scooters, that were the to a greater extent popular excerpt earlier, the club was able to successfully stabilize in the Indian market.Fallout of the joint menace all let down with personal interest coming into picture to a greater extent than the joint venture. On December 26th 2010 when in a joint take conference both companies made existence, selling of HM lacquers retentivity of 26% in the keep company to battler company. friendship withal breakd a schedule of at a lower placestanding sign-language(a) amid the bon ton, HM Japan and title-h honest-to-god mathematical group consistent to which the parties would arrive into a spick-and-span license agreement. This proposal was rolled out keeping with the plan an d taking the send-off whole step in the phased process of the HM Japans exit from the caller-out.This end meant curtains for the 26 year old Indo-Japanese cooperatorship. 3. MATERIALS AND METHODS The explore methodology applied in this project has been of secondary research because most of the data undeniable for depth psychology is easily available on internet. Since the accusive of the project is to explore the strategic motivations behind the view, various legal implications arising from the deal and how the legal issues were handled, the yearly reports of chock Honda Motor corp. and websites of various regulators who had a bearing on the deal was of great help.We bemuse analyzed the annual reports of sub Honda Motor comp for eld 2010-11 and 2011-12 to get the events of the demerger and the companys opinion approximately the demerger. Because the pre-demerger company Hero Honda Motors Ltd. was also a listed entity the study regarding various MOUs sign-language(a) between Hero Honda Motors Ltd. and Honda Motors Co. for channel of engine room or other assets is available on mad cow disease website. The websites of regulators give care run batted in and SEBI also provides for regulations regarding permissible route of acquisition, impertinent parties providing finance for the deal and legal regulative aspects of the deal.For progress complete and up go out in impressation on the demerger deal we collapse up read the articles regarding the deal form leading in the buffspapers corresponding The Economic Times, The Times of India and Business Standard. The honor research reports of ICRA induce also proved instrumental in providing long terminal figure implications of the transactions between Hero Honda Motors Ltd. and Honda Motors Co. Japan. Money date. com has also been useful to get important information for investors as a result of the deal. The information thusly obtained from these sources has been classified into commercial information and legal regulatory information.Where the commercial information tracks the past record of the company, strategic motivations of demerger, splitting and designate of assets, post demerger bodily structure of the company and post merger asset sharing or asset get rid of agreements. 4. ANALYSIS We go analyzed this demerger deal right from pre formation of joint venture stage to post enclosure of the joint venture. This covers the structure of the company before and after demerger, strategic aspects of the deal, and sub judice Regulatory considerations of the deal and passageway challenges for both the companies as a result of demerger.DEMERGER Hero Honda Demerger keep company (India) Hero Honda Motors Ltd. Seller (Japan) Honda Motor bon ton Ltd. Buyer (India) Hero group through Hero Investments occult Ltd. Proposed con warmheartednessmation Buyout of 26% interestingness of Hero Honda Motors peculiar(a) by HPIL as pifflingly held by Honda Motor company L td. Brief introduction of the companies party to the deal Hero Honda Motors Ltd corporation is a joint venture between the Hero Group of India (through Hero Investments personal restrain and Bahadur Chand Investments semiprivate express mail) and Honda Motor fellowship trammel of Japan.The society was in collectived on January 19, 1984 and is headquartered in New Delhi. keep company is the worlds largest two-wheeler company in term of sales deals, a position that it has been safekeeping for the blend in 9 consecutive old age. society has 3 manufacturing facilities, hardened at Gurgaon (Haryana), Dharuhera (Haryana) and Haridwar (Uttarakhand) with an aggregate capacity to produce 5. 4 million vehicles per annum. It has an extensive sales and service electronic meshing spanning around 4,500 customer touch points and ability to create up reach in new geographies and growth markets has turn up to be genuinely beneficial for the company.Honda Motor union Limited ( HM Japan) Established in 1948, Honda has remained on the leading edge by creating new value and providing products of the highest quality at a commonsensical price, for worldwide customer satisfaction. In addition, the troupe has conducted its activities with a commitment to protecting the environment and enhancing safety in a mobile society. The bon ton has big to locomote the worlds largest motorcycle producer and one of the leading automakers.With a global network of 466* subsidiaries and affiliates gradeed for under the equity method, Honda develops, manufactures and markets a wide variety of products, ranging from small general-purpose engines and scooters to peculiarity sports cars, to earn the smart set an outstanding reputation from customers worldwide. Hero Group (Hero Group) Hero Group is a vast conglomerate of companies owned by the Munjal family, either in the form of collaborations, joint ventures or fully-owned subsidiaries with a turnover of more(prenominal) than INR century zillion annually (app. USD 2. 2 one thousand thousand). These companies work a presence largely in automobiles, automobile components, finance, rhythms, real terra dissipateda and steel business. It began with the establishment of Hero Cycles Limited, based in Ludhiana, Punjab. The business was started by the four Munjal brothers establishing a bicycle drop out parts business in Amritsar in the year 1944. By 1975, Hero Cycles Limited became the largest bicycle manufacturer in India. Over the years, they started moving into other fields, most nonably the motorcycle sector and the Hero Group now consists of more than 18 companies.The Hero Group besides being the worlds largest manufacturers of bicycles, motorcycles and chains to this date, has in recent year also diversified into newer segments like Information Technology, IT Enabled work and pecuniary Services Hero Investments Private Limited (HIPL) HIPL is a non-banking financial company registered with Re serve Bank of India (NBFC) and is part of the Munjal-family owned Hero Group. Recently in July 2010, consistent to a family clubhouse of battle, all of Hero Cycles Limited shares in the union were exilered to HIPL, which is held by retainership firm Brij Mohan Lall Om Prakash.Along with Bahadur Chand Investments Private Limited, HIPL is one of the shoplifters of the Company. Bahadur Chand Investments Private Limited (BCIPL) Bahadur Chand Investments Private Limited is part of the Hero Group and is also one of the relay transmitters of the Company. It is an investment company primarily involved in the promotion and assistance of the Hero Group of companies and also actively involved in investments in the Group companies. This company too is held by the partnership firm Brij Mohan Lall Om Prakash Pre termination ScenarioThis part would primarily deal with the fictile years of the Company, the key commercials of the joint venture and the reasons for split between Hero Group an d HM Japan. Shareholding frame pre termination Formation of critical point Venture 1. marketplace dynamics before the joint venture between Hero Group & HM Japan posterior to independence and until the 1980s, strange companies were not permitted to enter the Indian market. These restrictions were relaxed to a current extent in the mid 1980s when conflicting companies were allowed to enter the market through minority joint ventures.This finale byword the context of use up of numerous joint ventures along with foreign companies, and the Company was one much(prenominal)(prenominal) example. This joint venture provided HM Japan an entrance route to Indian market and was incorporated in 1984. 2. Hero Groups position before the joint venture Prior to the joint venture, Hero Cycles Limited had accomplished itself as one of the major manufacturers of bicycles in India and construct close to 16,000 bicycles a day. In the process, they had nurtured an excellent network of deale rs and distributors to serve Indias expansive markets.This would go on to be one of the critical factors for the Companys success in India and was something that most other companies had not achieved to that by that time. 3. HM Japan looks for a partner to enter into India HM Japan was already celebrated for its technological expertise in the automobile and motorcycle manufacturing sector and was looking for a qualified partner in India. Their initial plans called for an entry into the two-wheeler market as well as the electric generator market and accordingly Kinetic Engineering Limited was their low gear choice for partnership in India.They entered into a joint venture in 1984 but this was terminated in 1998. Hero Group was their close choice for their motorcycle venture 4. Why did HM Japan apportion Hero Group for the joint venture? The Hero Group through their company Hero Cycles Limited had made a mark for themselves in the Indian market. Hero was a well-known and noticee d brand frame and an association with Hero would make the entry into Indian market a lot easier for HM Japan. Hero Cycle Limiteds engineer capabilities, their know-how, experience in handling large volume payoff and their extensive distribution networks were also f etceteraing factors in their favour.Their tight focus on financials and fresh material processes also made them a suitable partner for HM Japan 5. How was the joint venture formed? Hero Group first signed the technical agreement with HM Japan in June 1984. This agreement was renewed in 1994 and again in 2004. The joint venture was in the nature of HM Japan providing technical know-how, background knowledge up manufacturing facilities and hereafter research and disciplines assistance. In consideration for this technological support, HM Japan would receive a lump sum fee of USD 500,000 and 4% royal line on spare parts.At the beginning, both partners held a 26% stake in the equity of the Company. Another 26% was sold to the public and the rest was held with financial institutions. An important restriction under the agreement prevented Hero Group from collaboration with any other foreign player or allowing the Company to export its products. Hence, right from the beginning, the target for the Company was un little(prenominal) go downed to the Indian market 6. Most successful joint venture of India Over the year, Company has grown consistently, earning the title of the worlds largest motorcycle manufacturer after having manufactured 1. million vehicles in 2001. They waste retained this distinction till date and create an annual sales volume of over 2 million motorcycles, also owning Hero Honda Splendor which is the worlds biggest motorcycle brand. They have successfully penetrated markets crosswise the nation with over 5,000 outlets. In the last financial year 2009-2010, the company had total unit sales of 4,600,130 two-wheelers, a total net operating income of INR 158. 605 zillion (app. USD 3. 52 billion) and a growth of 28. 1% 7. Reasons for the success of this ventureSound and proven technical capabilities of HM Japan and the reliability of Hero Group made an effective combination. HM Japans technical expertise provided better fuel efficient motorcycles and was easily sold through Hero Groups deep distribution network. The fact that there were no major competitors in the initial years helped the Company make the best of the growing market demand for motorcycles. With the decrease in price difference in comparison with scooters, that were the more popular choice earlier, the Company was able to successfully stabilize in the Indian market.Fall of Joint Venture It all began when the Company, Hero Group and HM Japan, in a joint press plough dated on December 16, 2010, conveyed the decision to terminate the celebrated joint venture. The parties made public, the fact of selling of HM Japans holding of 26% in the Company to Hero Group. Further, on the homogeneous date, C ompany also discontinued a Memorandum of downstairsstanding (MOU) signed between the Company, HM Japan and Hero Group pursuant to which the parties would enter into a new license agreement.This decision meant curtains for the 26 year old Indo-Japanese partnership. 1. Key clauses in the MOU signed between both the parties In a concourse held on December 16, 2010, the placard of directors of the Company approve the new licensing arrangement with HM Japan coincidental with the Hero Groups proposed acquisition of 26% stake held by HM Japan in the Company. 6 The highlights of this new arrangement (as per the press release from the Company) are inclined below7 whole existing products of the Company to continueThe fresh licensing agreement with HM Japan to provide new models to the Company Company will have the freedom to export to new markets Company will have the independence to set-up its own research and growing (R&D) and new product development capabilities and acquire engine ering No change in ongoing operations Process for smooth transition was finalized between the parties scream of the Company and the brand break to be changed over time Subsequently, vide a disclosure made on January 24, 2011, Company sustain that HM Japan and the Company had punish the final binding licensing greements on January 22, 2011 with respect to existing products and new products pursuit the MOU of December 16, 2010, which had been receive by their respective boards of directors. 2. What are the main reasons for the split? In spite of being the largest two-wheeler manufacturer in the world and riding on one of the most successful joint ventures, it seems like both the partners have had some misgivings. Key reasons that could have played a role in this historic descend are discussed here i) Supply of components HM Japan asked the Company to increase the supply of components ordered from HM Japan which led to disagreement between two parties for the first time. HM Japa n wanted to increase its royal house from the sales of components in the joint venture, but has been unable to do so because the bulk of the sales of almost 60%, are contributed by relatively older bikes Splendor and Passion for which the components are relatively archetype and the profit margins are less (ii) Reluctance to share key technology More stringent sack norms are set to kick in by 2015 for two-wheeler makers in India.The new Bharat Stage IV norms (BS-IV), to be imposed across India for two-wheelers by then, would be very different from the Bharat Stage III norms (BS-III) applicable today. Manufacturers are evaluate to make technical changes to their vehicles accordingly. Industry sources say that HM Japan and other global two-wheeler makers are investing heavily on upgrading technology to play along with new emission norms in different parts of the world. While the Indian two-wheeler market will move to BS-IV (corresponding to Euro-IV) in 2015, the European region will be upgraded to Euro-V in the same period.HM Japan knows that better fuel injection systems are needed to meet the next level of emission standards in India. HM Japan has invested heavily in making its products more fuel-efficient and it is aware(p) that it does not stand to gain much by sharing this crucial technology with the Company. This seems to be one of the reasons why HM Japan opted to end its 26-year-old alignment with the Hero Group (iii) Brand confusion Analysts tactile property that the expansion of Honda Motorcycle and Scooter India Private Limited (HMSI) and the overlaps between the two companies (i. e.HMSI and the Company) is diminisheding the Company. They also purport that this is leading to brand confusion because the products of both the companies are out in the market and they seem to recollect that the consumer is getting confused as to which is the real Honda (iv) intuition between the two companies Certain board members also feel that there has b een preferential treatment that has been addicted to HMSI when it comes to product and technology. They feel high-margin products seem to have appoint out their way into the HMSI stable whereas the low-margin products seem to have gone the way of the Company. v) Bar on exports hurt the long term growth of the Company The board members also feel that the bar on exports for the Company is not an equitable arrangement. So far, the joint venture did not permit the Company to set infrastructure overseas. An industry peer such as Bajaj railway car Limited exports about 30% of its motorcycles in a year. As a consequence, under the MOU and the new licensing agreement, Company wont have geographic constraints. (vi) easiness of FDI norms The regulatory restrictions did not permit foreign investments in the 1980s.Joint ventures were a necessity at the time, done more from legal compulsions rather than commercial aspirations. Today, there are fewer restrictions. Global companies in most sec tors, quest to enter India, can make pure commercial decisions for themselves, if they want to set up a 100% subsidiary in India or enter through a joint venture. Companies with a strong network and international operating experience may like to come into India through a 100% stake and this is what HM Japan is aiming for. Post Termination of Joint VentureOffshore Japan 9. 75% 38. 04% 8. 67% 17. 33% + 26% .21% 26% INDIA Financial Institutions Individual Promoters BCIPL Hero Honda Motors Limited Bain Capital India Private Investors Lathe Investors Private Limited Honda Motor Company Limited HPIL Others 1. Mode of Exit As mentioned further above, the parties initially made it clear that the termination of the joint venture will happen by way of the acquisition of the full 26% holding of the Company held by HM Japan by HIPL.On frame in 8, 2011, HIPL made a filing to the BSE and NSE as required under order 3(3) of the SEBI (Substantial encyclopedism of Shares and coups) patterns, 1997 ( takeover tag) thereby disclosing that it proposes to acquire the entire 26% shareholding of the Company, soon held by HM Japan, on or about March 22, 2011. As a consequence of such an acquisition, the Hero Group, through its subsidiary HIPL, will unite its holding in the Company to 43. 33%. In combination with BCIPL, Hero Group will, thus, indirectly hold 52% in the Company. . Mode of Funding the behave Hero Group announced on March 8, 2011 that HIPL will be acquiring the 26% shareholding of the Company from HM Japan for a deal size of it of INR 38. 418 billion, which breaks into INR 739. 97 (app. USD 16. 44) per share of the Company. The announced bargain for price is at a sharp discount than the market price of the shares of the Company. Interestingly, on the date of announcement of the deal size, the share price of the Company on the trite modify in India is almost double than the acquisition price per share.HIPL has sourced the finances for the said acquisition of 26% stake of the Company in the following form (i) Bridge Financing HIPL has pledge its entire shareholding of 17. 33% in the Company in order to duo finance its buyout of HM Japans 26% stake in the joint venture. HIPL has pledged (a) 10,741,798 shares re portraying 5. 379% of stake in the Company towards Axis Trustee Services Limited (b) 11,935,331 shares representing 5. 977% of stake in the Company towards IL&FS Trust Company Limited and (c) 11,935,331 shares representing 5. 977% of stake in the Company towards IDBI Trusteeship Services Limited.The above mentioned shares have been pledged by HIPL to issue short term debt, through non-convertible debentures expiring in 3 months, to fund the purchase of the shares of the Company from HM Japan. Insurance companies, Non-banking financial companies and rough-cut bills have bought the short-term bonds of the Company. (ii) Funding from tete-a-tete equity investors Preceding the pledge of shares of the Company by HIPL, HIPL had made an application to the Foreign Investment publicity Board (FIPB) in respect to foreign investment in HIPL by certain insular equity investors for the purpose of acquisition of the stake of the Company held by HM Japan.As the consideration involved is in pleonastic of INR 12 billion (app. USD 266. 66 million), and the investment requires prior FIPB approval, the same chooses to be approved by the Cabinet Committee on Economic personal business (CCEA? ), in addition to the FIPB. Subsequent to the approval from the CCEA and FIPB, HIPL would regress the short term debt raised from the debenture holders from the funds invested by the Investors in HIPL. 3. Who are the offshore private equity investors investing in HIPL? Dr. Brij Mohan Lall Munjal, Chairman of the Company, confirmed that HIPL has signed ? efinitive agreements? with private equity firms BC India Private Investors II, an affiliate of Bain Capital LLC, and Lathe Investment Private Limited, a wholly owned subsidiary of government activity of capital of Singapore Investment Corporation (Ventures). HIPL proposes to fund the acquisition by issuing securities to the Investors worth INR 45 billion (app. USD 1 billion). BC India Private Investors II has agreed to pick up 70% of the investment and the balance 30% will be held by Lathe Investment Private Limited. 4. What is the speculation regarding payment of royalty under the new licensing arrangement? As was expected, HM Japan will end up selling its 26% stake to the Hero Group at a positive discount to the market price. To offset this, there is a speculation that the Company would now have to pay high royalty measures till 2014 as an arrangement under the new licensing agreement entered between the parties on January 22, 2011. In addition, experts say the Japanese automakers royalty from the Company will most probably be subject matter to corporate tax in Japan. Interestingly, on December 18, 2010, Japans Nikkei passing(a) reported that HM Japan would divest its stake to its Indian partner for INR 54 billion (app.USD 1. 2 billion) when the current market value of its holdings is nearly INR 99 billion (app. USD 2. 1 billion), that is, at a discount of nearly 45% to the market. However, as per a report, HM Japans royalty from the Company is expected to jump threesome-fold, from the present 2. 6% of total sales to 8%. This will last 3 years till 2014 when the technology pact between the two partners expires. At present, this royalty outgo is around INR 4. 2 billion (app. USD 93. 33 million), which will triple to nearly INR 14 billion (app. USD 311. 11 million) per year, for the next 3 years.In the process, HM Japan will get over INR 40 billion (app. USD 888. 88 million), as pre-tax royalty. However, the Hero Group has denied any increment in rate of payment of royalty to HM Japan and the licensing agreement signed between the two groups on January 22, 2011 seeks to keep the royalty rate at around 2. 3 -3% 5. What are the con sequences of HM Japan exiting the joint venture? How does it impact on the future of the Company? Continuation of support from HM Japan in the form of a licensing agreement related to technology transfer for new products is expected to provide the Company an adequate time to put in place ong term utility(a)s for technology support. On the business side, notwithstanding the cessation of joint venture agreement, the Company may be considered to have the ability to protect its market share and product franchise over the short to medium term benefitting from the Companys managements knowledge of the Indian consumers, Companys wide distribution network, an established supply chain besides strong kindred enjoyed by the Company with its dealers and vendors.The impact on the Company over the longer term would depend on the Companys ability to forge alternative technology tie-ups and sustain the confidence of all stakeholders. Overall, with the exit of HM Japan, the Company would need to scale up its product development initiatives, which may impact its fall out indicators going forward. Nevertheless, the Company could benefit from expanding its presence in overseas markets through exports and/or by establishing production facilities overseas, something it could not do earlier because of the restrictions under the joint venture agreement with HM Japan.Given the high competitive intensity in overseas markets on account of presence of many players from India, China, Japan etc, Companys ability to increase penetration in new geographies and at the same time maintain profitability would be tested in the coming years Legal and regulatory considerations 1. Will HIPL be required to make an open offer under the coup decree?Under the Takeover enter, the open offer requirements are triggered in the following three situations (i) 15% shares or take rights When an acquirer acquires shares or pick out rights which entitles it to exercise 15% or more of the vote rights in a listed company. (ii) Creeping acquisition limit When an acquirer, who holds 15% or more, but less than 55% shares or voting rights in a company, acquires, additional shares or voting rights entitling him to exercise more than 5% of the voting rights of a company, in a given financial year. iii) Voting Control When an acquirer acquires control over the target company, irrespective of whether or not there has been any acquisition of shares or voting rights. However, convention 3 of the Takeover Code provides certain exemptions from the open offer requirements one such censure is inter se transfer of shares amongst qualifying promoters provided that the transferor promoter as well as the transferee promoter has been holding shares in the target company for a period of at least 3 years prior to the proposed acquisition.Since, shares of the Company are proposed to be purchased by HIPL from HM Japan, and both HIPL and HM Japan have been named as promoters in the shareholding patter n disclosed to the persuade exchanges for the past 3 years, the inter se transfer of shares amongst them should not trigger the open offer requirements under the Takeover Code. 2. Does the investment by Investors in HIPL require prior Government / FIPB approval? standard 4. 6. of the unify Foreign Direct Investment indemnity, released on October 1, 2010 (FDI insurance) provides the guidelines for foreign investment into investing companies. principle 4. 6. 4 (iii)(a) of the FDI Policy states that foreign investment in Investing Companies will require the prior Government / FIPB approval, regardless of the amount or extent of foreign investment. Since, HIPL is holding the shares of the Company and is registered as a NBFC as per the list of non accommodate accepting NBFCs on the RBI website, foreign investments in HIPL will require prior FIPB approval.Further, as per regulating 4. 9. 1(ii) of the FDI Policy, the recommendations of FIPB on proposals with total foreign equity i nflow of more than INR 12 billion (app. USD 266. 66 million) would be placed for consideration of CCEA. From the press release dated February 23, 2011 issued by the Government of India, Ministry of Finance, Department of Economic Affairs, (FIPB Unit) it is clear that HIPL had applied to FIPB for approval of induction of foreign equity upto INR 45 billion (app.USD 1 billion), and the matter has now been recommended for the consideration of CCEA. 3. Will the Investors be required to make an open offer under the Takeover Code? Since, acquisition of stake in HIPL by the Investors will only give it an indirect holding of less than 15% in the Company, and it does not seem that the Investors would be acquiring control of the Company, the Investors may not be required to make an open offer under the Takeover Code. . What will be the disclosure requirements in respect of the proposed transfer of shares of the Company? Disclosures by HIPL (i) Under Takeover Code Since, post the acquisition, t he shareholding of HIPL would entitle it to more than 14% shares / voting rights in the Company, HIPL will need to make a disclosure under Regulation 7(1) of the Takeover Code to the Company and to the simple eye exchanges where shares of the Company are listed.Further, since the acquisitions will be under Regulation 3(1)(e), and the acquisition will be more than 5%, HIPL will be required to notify the stock exchanges where the shares of the company are listed, for information of the public, of the details of the proposed transactions at least 4 working(a) eld in advance of the date of the proposed acquisition. ii) Under SEBI (Insider employment) Regulations, 1992 Since, HIPL is currently holding more than 5% shares in the Company, and pursuant to the Proposed performance it will acquire more than 2% of the total shareholding in the Company, HIPL will need to make a disclosure under Regulation 13(3) of the Insider Trading Regulations to the CompanyDisclosures by the Investors (i) Under Takeover Code Since, post the acquisition, PE Investors, will get an indirect holding of close to 13% in the Company, the Investors will need to make a disclosure under Regulation 7(1) of the Takeover Code to the Company and to the stock exchanges where shares of the Company are listed. Disclosures by the Company i) Under Takeover Code Since, Companys shares are acquired in a manner referred to in Regulation 7(1) as mentioned above, Company needs to disclose to all the stock exchanges on which the shares of the Company are listed, the aggregate number of shares held by each of such persons referred above, inwardly 7 years of reception of information under Regulation 7(1). (ii) Under Insider Trading Regulations The Company shall within 2 working old age of receipt of information under Regulation 13(3) from HIPL as mentioned above, disclose the same to all the stock exchanges on which the Company is listed. . What will be the mode of acquisition of shares of the Company b y HIPL? From the shareholding pattern on the BSE website as on December, 2010, it appears that the shares of the Company held by HM Japan are in sensual form. If the transfer of shares takes place in physical form, a stamp duty of 0. 25% of the value of shares shall be applicable however, no stamp duty shall be applicable, if the shares are transferred in dematerialized form. If the shares are in dematerialized form, the transfer may take place either off the floor of the stock exchange or on the floor of the stock exchange.As mentioned above, an off the floor of the stock exchange transfer may lead to higher tax implications compared to an on the floor of the stock exchange transfer. On the floor of the stock exchange, the transfer can take place in two ways, i. e. (i) by way of a block deal and (ii) by way of a bulk deal. Block deal A block deal is execution of large trades through a single transaction. For this purpose, stock exchanges are permitted to provide a separate mercha ndise window.Block deal will be subject inter alia to the following conditions (a) The said trading window may be kept open for a limited period of 35 minutes from the beginning of trading hours i. e. the trading window shall remain open from 9. 15 am to 9. 50 am. (b) The orders may be placed in this window at a price not exceeding +1% from the ruling market price / previous day closing price, as applicable. (c) An order may be placed for a minimum quantity of 5,00,000 shares or minimum value of INR 50 million (app. USD 1. 11 million). (d) Every trade executed in this window must result in delivery and shall not be squared off or reversed. e) The stock exchanges shall disseminate the information on block deals such as the name of the scrip, name of the client, quantity of shares bought/sold, traded price, etc to the general public on the same day, after the market hours. Since, the proposed consideration price for the transfer of the shares of the Company is INR 739. 9735 (app. USD 16. 44) and the prevailing market price on March 10, 2011 is INR 1,537, it is unlikely that the condition (b) mentioned above would have been satisfied. 6. Why is HIPL issuing debentures of minimum maturity of 3 months and not less?From reports dated February 28, 2011, it appears that HIPL is raising short term debt through non-convertible debentures expiring in 3 months, for which it has pledged the shares of the Company as collateral. The group is raising debt because funds from private equity firms will take some time and HM Japan wants an early exit. besides why is the term of the debentures for 3 months and not shorter? The RBI had issued directions (NCD Directions), to regulate the issuance of non-convertible debentures of original or initial maturity up to 1 year and issued by way of a private placement (NCDs) by corporate.The NCD Directions provides that the NCDs shall not be issued for maturities of less than 90 long time from the date of issue. The exercise date of opti on (put/call), if any, prone to such NCDs, also shall not fall within the period of ninety days from the date of issue. Therefore, in light of the NCD Directions, HIPL is prohibited from issuing NCDs of maturity less than 3 months. 7. What will be disclosure requirements in case of pledge of shares of the Company to raise loans by way of NCDs?By HIPL HIPL, being a part of the promoter group of the Company, shall within 7 working days from the date of creation of pledge on shares of the Company held by it, inform the details of such pledge of shares to the Company under Regulation 8A(2) of the Takeover Code. By the Pledgees Since, the term acquirer under Regulation 7(1) of the Takeover Code has been clarified to include a pledgee, other than a bank or a financial institution, therefore, the Pledgees in whose favour the shares of the Company are pledged, and the threshold of 5%, 10%, 14% etc. re crossed, shall make disclosure to the Company and to the applicable stock exchange withi n 2 days of creation of pledge. By the Company Company shall disclose the information received by it under Regulation 8A(4) of the Takeover Code to all the stock exchanges on which its shares are listed. 44 Further, the Company shall also disclose to all the stock exchanges on which the shares of the Company are listed, the aggregate number of shares held by each of such persons referred above within 7 days of receipt of information under Regulation 7(1) of the Takeover Code . Will the recently notified merger control regulations relate the Proposed Transaction? On March 4, 2011, the Government of India, Ministry of corporeal Affairs notified the much debated provender of the Competition Act, 2002 (Competition Act) relating to combinations? namely Sections 5 and 6. Although notified as of March 4, 2011, these provisions are to take effect from June 1, 2011 (sound Date) giving all those subject to the same, a period of 3 months to tie exempt ends and complete unfinished transacti ons before getting entangled in the web of the Act.Since, the merger control provisions will come into force from the Effective Date, and the proposed acquisition of the shares of the Company is to take effect on March 22, 2010, the acquisition may not be subject to the filing / approval requirements under Sections 5 and 6 of the Competition Act. However, if the subscription of the shares of HIPL by the Investors does not take place before June 1, 2011, due to delay in approval by the CCEA or otherwise, it is likely that the Investors would be hit by the notifications regarding merger control provisions as mentioned above.However, vide its notification on March 4, 2011 the Government of India has exempted the acquisitions of small enterprises whose turnover is less than INR 7. 5 billion (approx USD 167 million) or whose assets value is less than INR 2. 5 billion (approx USD 56 million) from the definition of combination as outlined under Section 5 of the Act. Therefore, if HIPL does not despoil any of the exemption thresholds as mentioned above, the Investors will be exempted from the approval requirements under the Competition Act, even if the Proposed Transaction closes post June 1, 2011. . Would HM Japan have required any prior approval while setting up its subsidiary HMSI in India? Press rail line 18 (1998 Series) issued by the Department of Industrial Policy & Promotion provides that automatic route for FDI and/or technology collaboration would not be available to those who have or had any previous joint venture or technology transfer/trade-mark agreement in the same or allied field in India.?Since, both HMSI and the Company are in the same / allied fields, and HMSI was set up post 1998, it is likely that HM Japan may have obtained Government / FIPB approval prior to or at the time of setting up its subsidiary. 5. CONCLUSION Through our analysis we have seen that demergers are as Byzantine as mergers or sometimes even more complex than mergers.The foll owing were the key motivations and reasons behind the demerger Lack of trust between the two companies whether it was related to supply of components or regarding the sharing of technology Honda motors can now successfully sell products branded solely with Honda marquee Hero will get to fulfil it unrealized inspiration of exploring lucrative export markets Liberalized FDI norms also favoured demerger because now Honda could apparatus wholly owned company The financing of the deal as in analysis part we saw was guardedly structured to satisfy the legal and regulatory requirements which led HPIL to pledge its shares for short duration of three months, a period for getting approval for a foreign investment firm investing in an Indian investment firm. The major issues arise in the demerger are mainly regarding sharing o transfer of the assets of the pre demerger company. The following clauses were included in MOU to address those issues All existing products of the Company to continu eThe fresh licensing agreement with HM Japan to provide new models to the Company Company will have the freedom to export to new markets Company will have the independence to set-up its own research and development (R&D) and new product development capabilities and acquire technology No change in ongoing operations Process for smooth transition was finalized between the parties Name of the Company and the brand name to be changed over time The disclosure and conformity requirements under SEBI insider trading rule, Takeover code, RBI, BSE and FIPB are heavy because company (pre demerger) is a listed entity and is a joint venture between Indian and a foreign firm. The involvement of foreign PE investors further made the issue complex.But all the legal, strategic and regulatory requirements have been carefully taken care of and clearly complied by both the companies and a clear and dispute free manakin has been adopted regarding sharing of assets like brand name and technology. 6. 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