Frogs :: essays research papers

Frogs are amphibians in the order Anura. The order Anura is broken down into 22 different families of frogs and toads. Although they belong to the same order, frogs and toads are different in a lot of ways. Some of the more distinct differences are their skin and where they live. Frogs usually have smooth moist skin and toads usually have dry watery looking skin. Frogs spend most of their lives in or near water and toads spend more time on land. Amphibian means "double life." Frogs and toads each have two parts to their lives: when they live on water and when they live land. A frog's life starts in the water when it is hatched from an egg as a tadpole. A tadpole looks very different from an adult frog. A tadpole has a tail, no limbs, and breathes through gills. After a while the tadpole goes through metamorphosis. During the change the frog grows limbs, the tail disappears, it uses lungs to breathe, and it doesn't have to live in water anymore. As a tadpole, the frog feeds mostly on vegetation. The tadpoles have a small rasping mouth suited especially for scraping algea from the bottom of ponds. Depending on the species, it can take a few weeks to a year or more for the tadpoles to become fully grown. Not all frogs hatch as tadpoles. Some species of frogs hatch as froglets. Froglets look just like adult frogs but are a lot smaller. Froglets don't go through a metamophosis. Most species that hatch as froglets are found in dry places. Frogs who live in dry places where rains are seasonal have to grow up quickly because a tadpole will die if their temporary pond dries up. Adult frogs can live in water or on land, but it always needs to be near water so its respiratory organs don't dry out.

Drug Use Essay -- essays research papers

Trends in drug use among youth are indirectly attributable to trends in society. Although drugs have always been around in one form or another, their early influences on society trace back to just before the 1930’s. Marijuana was a popular drug among Mexican laborers, jazz musicians, and so-called beatniks. Then after major social changes that took place in 1930, "The government cracked down on marijuana use." "In 1937, the Marijuana Tax Act†¦made the use and sale of marijuana without a tax stamp federal offenses. This unprecedented event prompted law enforcement officers to arrest recreational users. Some observers speculate that passage of the law resulted from strong anti-Mexican sentiment in the Southwest and from the political power of federal Commissioner of Narcotics Harry Anslinger, who reigned from 1930-1962 and was strongly anti-drugs." ( Glazer ? ) Thirty years later a counter culture emerged with strong anti-war sentiments and a disdain for establishment. The 1960’s were a time of sweeping change and events such as the Vietnam war had caused many young Americans to lose faith in authority. "’Grass’ became an emblem of a generation challenging grownups’ political and social conventions. Marijuana cigarettes, or joints, were widely used at demonstrations protesting the Vietnam War and at the seminal Woodstock music festival." ( Glazer ? ). The revolution would be televised. With youth drug culture becoming widespread and g...

Use Of Paralanguage And Kinesics In Everyday Life Essay -- essays rese

Use of Paralanguage and Kinesics in Everyday Life The use of kinesics and paralanguage in everyday life is the most prominent use of persuasion we use subconsciously. They are used subconsciously because you may not know what they mean. Which can cause cultural tension if you do something that may seem harmless to you but may be a great insult to another culture. Paralanguage has many forms such as whistling which can be used by many people as a means of entertaining by whistling a song or even in American culture used to hound women on the streets because they appear to be attractive. These two uses of persuasion I will discuss about in my paper. I will discuss the history of both and also how they are used today in everyday life. To start of with I will define kinesics. Kinesics is articulation of the body, or movement resulting from muscular and skeletal shift. This includes all actions, physical or physiological, automatic reflexes, posture, facial expressions, gestures, and other body movements. Body language, body idiom, gesture language, organ language and kinesic acts are just some terms used to depict kinesics. In ways that body language works in nonverbal acts, body language parallels paralanguage. Kinesic acts may substitute for language, accompany it, or modify it. Kinesic acts may be lexical or informative and directive in nature, or they may be emotive or empathic movements. Posture is one of the components of kinesics. Posture is broken down into three basic positions: bent knees, lying down, and standing. Artists and mimes have always been aware of the range of communication possible through body stance. But there are some cultural differences in posture positions. Most people use the bent knee position to eat, but while the Romans used to eat lying down. Prince Peter of Greece and Denmark described the sleeping posture of the Tibetans before World War II. He said that the local men slept outside at night huddled around the fire, hunched over on their knees with their faces resting in their palms. In 1932, William James did a study of expression of bodily posture. He recognized the relationship of facial expression, gesture, and posture. He declared that studying each one independently was justified for the purpose of analysis, but they should be re... ...ell, and variations of it as expressed by the scream, shout, roar, howl, bellow, squeal, holler, shriek, or screech, are effective non-speech communications, difficult to describe technically, and almost impossible to duplicate the effect of in other kinds of communication media. The Confederate Yell, during the Civil War, was a ulant yell that was the signal for the Confederate troops to charge at the enemies. The use of paralanguage in today's society is very prominent. We use paralanguage with children when we tell them to be quiet by saying "shush." If we see something disgusting we can make a gagging sound which shows disapproval. We also use kinesics today a lot too. We use the "O.K." sign to signal that everything is fine. We even have body language for vulgar words that many people today seem to use a lot. The study of these two topics can help a lot in understanding what people are really saying in today's society. Without the understanding of kinesics or paralanguage we would not be able to help bridge the gap between certain cultures or even each other. We need these two non- -verbal communication techniques to survive.

Missouri Compromise 1820 Essay

Northerners finally were receiving the outcome that they had wished for with slavery slowly declining at the end of the 18th century. Southern economilcal dependancy on slavery was slowly withering away due to the Act of 1808, stating that by that time slavery would not be allowed. Due to this Southerners were forced to change their means of production and the use of slaves. When the 19th century arrived it brought the invention of the Cotton Gin. This invention, created by Eli Whitney, assisted in speeding the picking of cotton by removing the seed. The only flaw in this was that it relied on even more unskilled labor. Slaves were found perfect for the handlying of this machine: it was easy to manufactor and as easy to work.. From this, Southerners found it now more than ever nessesary to hault the abolition of slavery do to the economic prosperity that lied ahead because of the Cotton Gin. In Southern eyes, slavery was a better choice than free labor. IN the case of using free labor Southerners couldn’t be totally dependent on the person because they might demand things such as higher wages. If free laborors were refused what they asked, Southerners faced the risk of them stop working. Because you owned a slave Southerners would never have to worry about such a situation. This threat of prolonging slavery enabled the major conflict between The North and South arise. The Southern view of this conflict was that due to the economical advantages that slavery rbought and the economical disadvantages that an abolition with bring to the states, that the issue of slavery should be considered â€Å"a nessasary evil†. Not only this, but some even believed that slavery was doing blacks a favor. They believed that even in Africa balcks had owners, that they are always fed, and are treated better as slaves then they would be as free blacks. Northerners disreguarded any attempt in justifying such a matter and stood by there point that slavery was not right. Northern abolishnists fought back and said that slavery went again the fundamental priciple on which America was built on; Equality and freeddon. Not only immoral and sinful but went again the Declaration of Independece which clearly states that â€Å"all men were created equal† with no exceptions. The North’s morality and Souths Economic self-interest, and both sides refusal to compromise left the issue in a stalemate. By the North fueling the fire with such articles like The Liberator, inspiring slaves to revolt, and other abolitionist moves, the North forced the south to fight back in order to protect themselved from future revolts and incidence fueled by enraged slaves. The Missouri Compromise made the divide between the North and the South more evident that it had ever been. This compromised, proposed by Henry Clay, declared that Missouri would enter the union as a slave state, but every other state that was North of the Ohio river and Mason-Dixon line. Though this did stop slavery it gradually decreased it. In additon to this another factor was the that all states would be admitted into the union in pairs in order to balance the slave states as well as the free states. Still enraged, Northerners demanded the instant abolishment owed to the moral breach that slavery incompassed. They believed that slaves were being treated and stripped of there rights as a humane being. In American Slavery As It Is the author, Theodore Weld, describes his view on how it â€Å"really is† for the slaves of the south and the treatment they are force to endure by their slaveowners. â€Å"†¦That their ears are often cut off, their eyes knocked out, their bones broken, their flesh branded with red-hot irons; that they are maimed, mutilated and burned to death over slow fires†¦that self interest would prompt them to treat their slaved with kindness†¦Ã¢â‚¬  By writing such things, Weld just encouraged abolitionists to fight harder and harder for their cause. Such cases as the ones he mention cant be said never happened but are surely rare if so. Due to the tone in writng that is used though, wel makes his words harsh and strong which justly, the Southerners take their place to fight back at. In actuality most southerners were not as Weld describe because they realized that the better you treated a slave and healthier it was the more work that it could accomplish for you. Not only this, but due to the harsh rigid tone of his words, Weld, gives whoever is reading this no option towards working out some sort of compromise between North and South but i nstead just relies on getting things done. Abolitionist works, such as The Liberato,r aided in aggravating the South. William Loyd Garrison’s The Liberator, was printed as a Boston proabolitionist newspaper in which Garrison referrs to Southerners to being sinners and that slaves should do anything to get out of the miserable situation that they are in, even if that means blacks revolting against their. He as well brings up the issue of blacks being equals with whites. : Assenting to the â€Å"self-evident truth, and endowed by their Creator with certain enalienable rights-among which are life, liberty, and persuit of happiness.† Garrison, here, clearly explicates how by having slaves not be free we are going against everything that the declaration stands for and represents. Some say that Garrison’s The Liberator might have even sparked the rebellion led by Nat Turner in which Turner gathers up a group of slaves and killed over fifty white southerners. Southerners were so fearful of more rebellion that it led them to create even harsher rules for slaves. In Federick Douglass’ Independence Day Speech at Rochester Douglass writes of how white southerners are fearful of blacks and that is the reason why there are such harsh laws against them reading and writing. â€Å"What is this but the awknowledgment that the slave is amoral, itellectual, and responsible being?† Douglass’s Articular only further depicts that Southerners were in fear or the capability that blacks would have if they were learned. By keeping slaves ignorant they prevented slaves from reading such abolitionist articles which could fuel an angry mob. Due to a fear of angry mobs and revolts Southerners were foreced to lay stricter rules as Civil Codes and the restriction on abolitionist literature. In Thomas Dew’s Review of the Debate in the Virginia Legislature Dew discusses how the white race and black race could never coencide because if blacks were free there would just be an array of massacres led by angry blacks. Southerners Spent more time on the issue of protecting themselved from a threat of slave rebellions due to abolitionsit literature sparking rebellions than any other matter. In George Fitzhugh’s Slavery Justified he discusses further on the matter of slave rebellions and how if black werent slaves their anger would just lead to more crimes and violent incidencs. In the matter of slave abuse he stats that its ridiculous; â€Å"His feeling for his slave never permits him to stint him in old age. The slaves are all well fed, well clas, have plenty of fuel, and are happy.† In response to the accusation of slave owners abusing their slaves, other Southerners replied by saying that incidents such as the ones which Weld discusses are isolated and uncommon. In fact it most cases it is the opposite of circumstances. In Solon Robinson’s De Bow’s Review Robinson takes the opposite stance that Weld takes and says on the contrary that slave owners would never do such abuse to there slaves because they were too valuable to them. Robinson says † The Two things that are most despised and hated in the South are masters that abuse and starve and ill-treat their slaves, and abolistionists, who sieze upon every isolated case of the kind†¦Ã¢â‚¬  As stated before, abolitionist kept on exagerateing the slave situation in order to attempt to speed up the process of getting rid of slavery when they were only furthering it because of Southerners needing to defend themselves against false accusations. Finally besides the matter of slave abuse and the morality of the situation, the South argues that due to the mass production of cotton that slaves help produce, if we abolish slavery America would be in an economic crisis. Because of the low production of cotton that there would be after an emacipation, labor woul be inconsistent, because free workers would be inconsistent and require more and we wouldn’t be able to forfill our internation al demand for cotton. In William Harper’s Source Problems in the United States History Harper says â€Å"†¦The cultivation of the grat crops cannot be carried on in any portion of our own country where there are no slaves†¦And what would be the eefect of putting an end to the cultivation†¦annihilating,at a blow,two thrids or three fourths of our foreign commerce?†¦Ã¢â‚¬  From this we can see that slavery was no easy matter and that it too more economic thinking to get rid of Slaves. Perhaps more than the North thought. Though both the South and the North make legitimate reason for their not wanting or wanting the emancipation of slaves, it seems that due to the North the process or reaching compromise was delayed unneccesarily. Instead of thinking about the economical blow emancipation would cause the North ruthlessly kept attacking the South’s morality. The South realized that without slaves for a bit longer they wouldn’t be able to make a full economic recovery once emancipation was inacted. But because of the attacks and harsh literature being published by abolitionists, the South spent more time in trying to protect themselves from slaves getting ideas from these works than trying to figure out a plan to resolve the issue with the North. It seems as if the issue could have been quickend if the North hadnt made such quick and damaging attacks.

Advantages of Being Bilingual – Short Essay

Advantages of Being Bilingual Being able to speak two different languages is one of the best abilities to have in todays world. Especially living in the United States, which is such a diverse country, it really does come in handy. Benefits of being diverse in languages are that you have a greater change of getting that job that's extremely competitive, and you'll have a wider range of culturalism in your life. As someone who is bilingual, I can say that I have experienced certain advantages. Such as having a better ear for listening, and having a more positive growth for thinking.The workforce today as we know it is extremely competitive. Bilingual constestants have the automatically have the upperhand towards other competitors. Other contestants you may be dealing with for jobs range with people that contain different skills, and types of experience. For instance, if someone has a couple years on you of experience in a job that deals with tourism, than chances are they are looking f or people who can interact with more potential customers. Living in Orlando, Florida, one of the most popular places for tourism, being bilingual is a great advantage.There are job opportunities such as theme parks, and other tourist attractions that require bilingual employees. While switching on and off with your two languages, you are sure to have experienced much culturalism in your life. Opporunities arise such as making new friends, and even conversate with them on a wider range of topics. You have a certain bond with them, that you wouldn't normally have with someone who was limited to one language. Even visiting other countries who's main language isn't English can be more enjoyable. For instance, whenver I visit Puerto Rico, I have the opporunity to convert with locals and family.

Canadian Blood Services

Company Environment The company Customers Competitors Regulatory Situation Global Environment Major developments and general industry Trends Opportunities and threats Marketing Strategies Mission and Corporate Values Objectives Strategies Marketing Functions Product Price Promotion Place Analysis and Suggestions M analysis G analysis Conclusion Bibliography Appendix Global Environment Major Developments General Industry Trends According to a survey conducted by the Pet Products Manufacturer Association, more than 71. 1 million or 63% of U. S. ouseholds have a pet. (Gundersen, 2008) The pet food market has proven to be a very attractive market, according to the 2009-2010 American Pet Products Association, it is estimated that US$47. 7 billion was spent on pets in the US in 2010, with US$18. 28 billion being spent on pet food alone. The strong spending comes amid price increases in nearly every pet food category, the result of rising costs of fuel, ingredients and transportation for ma nufacturers. (Taylor, 2010) Opportunities: One of the biggest advantages NPP has is that it is a subsidiary of Nestle.What this means is that NPP can rely on the substantial and large funds of its parent company in order to expand its line of products, do some more aggressive marketing and pricing and have a cushion to fall back on in case of having sales decrease. The second great opportunity for NPP is the fact that pet owners are seeking for more luxurious products for their pets and they’re getting greater interest in what they feed their pets with. What this means is that the pet food market is expanding rapidly, especially in North America. According to a survey conducted by the Pet Products Manufacturer Association showed that in the U.S. more than half of the households have at least one pet in their houselod. (Gundersen, 2008) Threats: As in any business, one of the biggest threats is having numerous competitors; this is a big concern to NPP considering that they are not the leading company in the pet food industry. Not only NPP has to compete against the already established big pet care companies but there is a trend that all major pet care retailers are starting their own line of products. Having all these product lines and competitors only mean lower sales as more consumers decide to switch brands.Although North America is a well-established and growing market for pet care products, there are some other markets where customers are not well educated about the products and this may be an obstacle. An example provided by the Datamonitor report about NPP gives an example of owners believing home meals are more nutritious for their pets than commercially prepared food for pets. This is a common misbelief in emerging markets. Company environment The Company: The company we decided to research is Nestle. Nestle is currently the largest food and beverage company in the world.This company has a wide range of products such as milk based products, ice creams, prepared dishes and pharmaceutical products as of beverages. Its top brands or the ones that contribute the most to the company are Nestle, Nespresso, Maggi, KitKat, Purina and Friskies among others. Nestle is a Switzerland based company that was surged back in 1866, when the first European condensed milk factory was opened in Cham, Switzerland, by the Anglo-Swiss Condensed Milk Company. One year later, Henri Nestle, a trained pharmacist, launched one of the world’s first prepared infant cereals ‘Farine lactee’ in Vevey, Switzerland.The two companies merged in 1905 to become the Nestle  you know today, with  headquarters  still  based in the  Swiss town of Vevey. The company is currently employing over 328 000 employees worldwide and has factories or operations in almost every country in the world. For the purpose of the marketing review, we decided to talk specifically of one of the many brands that Nestle owns, being this â€Å"Nestle Purina PetCare Company† or NPP. This subsidiary is one of the most influential brands of Nestle and its main focus and line of products rely on the manufacturing of pet food products.The headquarters for this branch of Nestle are located in St. Louis, Missouri in the United States of America. Customers: Nestle Purina PetCare Company operates in North America, Asia Pacific, Europe, Central America and South Africa, what this means is that NPP is able to reach several different markets around the world and a great deal of possible consumers. Competitors: Considering Nestle Purina PetCare operates on a global market, it also has several competitors. Some of its strongest competitors are Mars Inc, Colgate-Palmolive Co. and Procter & Gamble Co. Their main competitor is Mars Inc. hich is the only company that has been able to surpass Nestle in pet food sales; having sold approximately US$13. 3 Billion compared Nestle’s US$12. 9 Billion. Regulatory Situation: The pet food industry is heavily regulated by agencies such as the Food and Drug Administration (FDA), United States Department of Agriculture (USDA) and the Association of American Feed Control Officials (AAFCO) in the case of the United States. However, all Purina’s North America facilities have on-site quality assurance laboratories and staff. One of the means by which Purina try to maintain its quality standards is by having 99% of the roducts sold in North America manufactured at Purina-owned U. S. manufacturing facilities. Also, Purina ingredient sourcing and processing meets or exceeds all the regulations implemented by the agencies mentioned above. Distribution/Sales Channels Nestle Purina Petcare uses a multichannel distribution approach in order to make it easier for consumers to get their product. One example and, for some the most convenient, is purchasing their products through Purina’s website. Customers avoid any sort of middleman and they get the product delivered directly to their front door.This is an example of direct distribution, which is having the manufacturer dealing directly with the consumer. On the other hand, NPP also uses an indirect distribution approach which consists in having one or more intermediaries work with manufacturers to provide goods and services to consumers. This is the most common way by which people purchase products as it is the case when consumers go to retailers to buy a product that the retailer bought from the manufacturer. In other words, when a consumer goes to their local grocery shop and they buy Purina products, they are purchasing through indirect distribution. Grewal, 2012) General Strategy Business Mission: Nestle's mission is to satisfy each customer needs by offering and selling high quality food, worrying about nutrition and health of their customers to provide good food for good life. â€Å"At Nestle, we believe that research can help us make better food so that people live a better life. Good Food is the p rimary source of Good Health throughout life. † (Nestle, 2012) â€Å"Nestle’s objectives are to be recognized as the world leader in Nutrition, Health and Wellness, trusted by all its stakeholders, and to be the reference for financial performance in its industry. † (Nestle, 2012) Corporate valueNestle is focused on certain values within the company that make them unique in the global market. They are focused on health, wellness and nutrition of each customer through every product but it is also important the security and safety of each product has high quality. Moreover, it is also important to note that in Nestle is always looking to have open communication with clients and they respect the privacy of them. (Nestle, 2012) In organization is important to respect human rights within and outside the organization but Nestle is not only worry to respect human rights but also the environment in which employees are in this company.It also is important to prevent acci dents, injuries and illnesses within the company, which Nestle has a document that explains each of the regulations of health and safety policies. (Nestle, 2012) The relationships between the company and suppliers are very important which is why Nestle has a code of suppliers which explain how have to the relationships, always demonstrating honesty and respect between them. (Nestle, 2012) Nestle will help rural communities and farmers to obtain a production system that cares about the environment.It is also important use products that are friendly to the environment, as well as the conscious use of water that is necessary and vital to every human being. (Nestle, 2012) Objectives (short and long term) * â€Å"Be recognised as the world leader in Nutrition, Health and Wellness, trusted by all its stakeholders, and to be the reference for financial performance in its industry†. (Nestle, 2012) * Provide a safe environment and social responsibility. * Understand local and global n eed. â€Å"Achieve leadership and earn that trust by satisfying the expectations of consumers† (Nestle, 2012) and create close and long relationship between their brand and customer. * â€Å"We are investing for the future to ensure the financial and environmental sustainability of our actions and operations: in capacity, in technologies, in capabilities, in people, in brands, in R;D. † (Nestle, 2012) * Make sure that they can satisfy future generation and ensure that they will have â€Å"profitable growth year after year†. (Nestle, 2012) Marketing strategies * Competitive advantages:In order to gain a competitive advantage is important to have product or brands that can differentiate from others, also be in everywhere so that people feel identified with the product. For Nestle, culture, values and attitudes of individuals are important to determining what their needs are; they try to offer unique products in each geographic point where customer are. (Netle, 20 12) * Growth drivers: Today people are more conscious about having good food and nutrition, plus a healthy life. Nestle is focused on these areas which make them to have a large market. [Everything] we do is driven by our Nutrition, Health and Wellness agenda, Good Food, Good Life, which seeks to offer consumers products with the best nutritional profile in their categories† (Nestle, 2012) * Operational pillars: Innovation is always important in any business; people are always looking for change and find better products. Nestle is always looking to innovate and renew each of their products in order to engage their customers and stay in the market; offering products that are unique and makes them different than the competition.It is also important make the process most efficient from the product development to delivery of the consumer (Nestle, 2012) Marketing functions: Product and services Nestle Purina Petcare has a wide line of different pet food products. They have speciali zed food and treats for both dogs and for cats. Among the products designed for dogs they have a wide variety of products, which classified as of Purnia’s website are: Adult Dogs, Puppy Food, Senior Food, Targeted Dog Nutrition, Dog Treat and Dog Litter and Training Pads.Among all these categories they offer 28 different products that are sold under different labels. On the other hand, their cat oriented products are classified as: Adult Cat Food, Kitten Food, Senior Cat Food, Targeted Cat Nutrition, Cat Treats and Cat Litter. On their cat food line of products, they offer 24 different products and all of these are sold under different labels. Purina offers over 50 different products for both dogs and cats and these are sold under 20 different labels.This is one of the reasons why Purina has been able to dominate in this market, as it has been able to give an option for almost every single kind of need that customers may have due to their wide variety of products. Pricing Con sidering the pet food industry is a very competitive market, NPP has been forced to change its pricing strategies to adapt to the market. Currently, NPP uses a competitor based pricing method that an approach that attempts to reflect how the firm wants consumers to interpret its products relative to the competitors’ offerings. text book citation) The biggest problem with keeping up with competitive prices is that it prevents companies to increase prices and its revenue is also decreased as they have to make greater investments in advertising which increase costs and therefore decrease revenue as well. Distribution activities Nestle Purina Petcare uses a multichannel distribution approach in order to make it easier for consumers to get their product. One example and, for some the most convenient, is purchasing their products through Purina’s website.Customers avoid any sort of middleman and they get the product delivered directly to their front door. This is an example of direct distribution, which is having the manufacturer dealing directly with the consumer. On the other hand, NPP also uses an indirect distribution approach which consists in having one or more intermediaries work with manufacturers to provide goods and services to consumers. This is the most common way by which people purchase products as it is the case when consumers go to retailers to buy a product that the retailer bought from the manufacturer.In other words, when a consumer goes to their local grocery shop and they buy Purina products, they are purchasing through indirect distribution. (Grewal, 2012) Promotion activities Coupons are largely used by NPP and its competitors in order to increase sales. Coupons provide a stated discount to consumers on the final selling price of a specific item; the retailer handles the discounts. (Grewal, 2012) Your Analysis and Suggestions Appendix: Example of the company’s promotion Research Material References: http://www. petfoodindu stry. com/6371. html Taylor 2010 http://www. estlepurina. com/History. aspx PURINA HISTORY http://www. purina. com/coupons-and-offers/couponsandoffers. aspx COUPONS AND ETC http://www. purina. com/commitment-to-quality/commitmenttoquality. aspx REGULATIONS http://www. linkedin. com/company/nestle-purina LINKEDIN PROFILE Gundersen, R. (2008). A Growing Trend: Pet Owners Who Include Animals in Their Estate Planning. Journal Of Financial Service Professionals, 62(4), 70-76. http://saveonfoods. gsnrecipes. com/Shop/WeeklyAd. aspx promotion Nestle. (2012). Nestle good food, good life. Retrieved from http://www. nestle. com/AboutUs

Company Law

BT20403/Company Law Business Entities: Company Law Topics covered: Types of Company Formation of a company; †¢ Promoters Pre-Incorporation Contract †¢ Memorandum and Articles of Association Inconsistency between the object and the company’s activities Upon incorporation: †¢ Company is an artificial legal person †¢ Separate legal entity Lifting the corporate veil scs&ismk/company law CONT. 2 The Effect of Incorporation †¢ Memorandum of Association & Articles of Directors’ duties and liabilities association †¢ Common law & statutory †¢ Termination †¢ Limited Liability Winding up Doctrine of Ultra Vires Pre-Incorporation Contract Directors’ duties and liabilities scs&ismk/company law 3 In Malaysia, the law relating to companies are governed by the Companies Act 1965 (CA 1965). scs&ismk/company law 4 The word company or corporation is defined under s. 4(1) CA: Besides the CA 1965, other relevant legislations are the Capital Markets Act 2007, the Securities Commission Act 1993 and the Companies Commission of Malaysia Act 2001. â€Å"company† means a company incorporated pursuant to this Act or pursuant to any corresponding previous enactment; Although company law in Malaysia is based mainly on CA 1965, there are key areas of company law hich are based on judicial precedents. â€Å"corporation† means any body corporate formed or incorporated or existing within Malaysia or outside Malaysia. A company or corporation is a legal association of people who combine to finance a business. scs&ismk/company law 5 scs&ismk/company law 6 1 BT20403/Company Law A company with share capital is a private co mpany if its M&A provides: s. 15(1) S. 14(2) S. 14(2) CA 1965 provides the classification of companies: †¢ restricts the right to transfer shares; †¢ Limits the number of members to not more than 50; †¢ Prohibits any invitation to public to subscribe any of Type of companies he company’s shares or debentures; †¢ Prohibits any invitation to public to deposit money Limited by shares Limited by guarantee with the company Unlimited liability A public company is a company other than a private company refer s. 4(1) for definition Limited by both shares and guarantee scs&ismk/company law †¦cont 7 Obtain approval for the proposed name; Lodge certain documents with SSM (Suruhanjaya Syarikat Malaysia/ Companies Commission Malaysia (CCM) ) including: – Defines the essential company’s structure †¢ †¢ †¢ †¢ Memorandum and Articles of Association; Statutory declaration by promoters and directors; Particulars of directors and registered office; Declaration of compliance; Statement of the allotment of shares of the Name of the company Company’s equity Company’s liability Object of the company scs&ismk/company law 9 10 Each company must have its object. Alteration of the general provisions of the Memorandum of Association to the extent and manner provided by the CA – s. 21. The objects are stated in the Memorandum of Association. The company may, by special resolution, alter the memorandum by altering or by deleting, the provision, unless the memorandum itself prohibits the alteration or deletion of that rovision – s. 21A. scs&ismk/company law components 8 3rd party who deals with the company may refer to the company’s M&A which is deposited with CCM. Pay the registration fees scs&ismk/company law scs&ismk/company law The purpose: †¢ To define and limit the activities of the company. †¢ If there is discrepancy between the object and i ts activities, thus such transaction is ultra vires and void. 11 scs&ismk/company law 12 2 BT20403/Company Law By virtue of s. 28(1) CA, the company may alter the provision of its memorandum with respect to the objects of the company. If company’s activities inconsistent with the object, Refer to Ashbury Railway Carriage & Iron Ltd v Riche (1875) Common law position – such ultra activities are ultra vires hence void and unenforceable. It cannot be ratified. Alteration can only be done by special resolution at the General Meeting. Statutory provision s. 20 Companies Act 1965 – such transactions are valid. scs&ismk/company law 13 scs&ismk/company law 14 Alteration of the general provisions of the Articles of Association by special resolution s. 31 CA A set of regulations for internal management of the company. Option: The company may: – adopts Table A, Fourth Schedule of the CA 1965 – (s. 30); excludes Table A, Fourth Schedule of the CA 1965;  œ creates its own AA, yet does not exclude the application of Table A, Fourth Schedule of the CA 1965, thus Table A will be applicable in the event of any lacunae. scs&ismk/company law 15 scs&ismk/company law It is a binding contract between the company and its members; – Hickman v Kent Sheep Breeders Assoc (1876) – Eley v Positive Government Security Life Assurance Co (1875) Before a company can be formed, there must be some persons who have an intention to form a company and who take the necessary steps to carry that intention into operation. (Setting up the company) It is also a contract between individual members in their capacity as members. – Wong Kim Fatt v Leong & Co Sdn Bhd (1976) – Rayfield v Hands (1958) 16 Per Cockburn, C. J in Twycross v Grant (1877), a promoter is described as â€Å"one who undertakes to form a company with reference to a given project and to set it going, and who takes the necessary steps to accomplish that purpose. † scs&ismk/company law 17 scs&ismk/company law 18 3 BT20403/Company Law Promoter owes fiduciary duties towards the company: Promoters owe fiduciary duties towards the company, not to the individual members of the company. †¢ To act in good faith To ensure that there is no conflict of interest If the promoter is in breach of his fiduciary duties, it is the company who may take legal action against the promoter. Refer to cases: – Erlanger v New Sombrero Phosphate Co (1878) – Gluckstein v Barnes (1900) scs&ismk/company law 19 scs&ismk/company law 20 Failure to disclose , company has options: A promoter has to disclose any transaction entered, either by, †¢ Company may rescind the contract (Erlanger v †¢ disclosing in M&A; †¢ by communicating to an independent Board of New Sombrero Phosphate), and Directors; †¢ By communicating to the existing and intended embers of the company. †¢ in certain circumstances, company may be able to claim the secret profit obtained by the promoter (Gluckstein v Barnes), †¢ Company may file suit for damages for the breach of fiduciary duties (Re Leeds & Hanley Theater), scs&ismk/company law 21 If the company elects to affirm the contract, company may have a cause of action against promoters for: 22 At times, promoters will have to enter a contract with a third party though the company has yet to be registered. We have to analyse above situation from both position i. e. Common Law and Statutory †¢ deceit, †¢ fraud †¢ negligent misrepresentation cs&ismk/company law scs&ismk/co mpany law 23 scs&ismk/company law 24 4 BT20403/Company Law Pre-incorporation contract is a contract entered by any person on behalf of a company prior to its incorporation: Once such contract is ratified by the company then it will be of retrospective effect, s. 35(1). †¢ Common law: Failure to ratify will render the person who enters the contract to be personally bound by the contract, unless there is an express agreement to the contrary, s. 35(2). Company is not bound by a pre-incorporation contract as the principles of agency cannot be invoked (Kelner v Baxter, Newborne v Sensolid, Phonogram, Rover Industrial etc). †¢ Statute: If company ratifies the pre-incorporation contract, the company will be bound by and entitled to the benefit of the contract as if it had been in existence at the date of the contract, s. 35 CA 1965 (Cosmic Insurance Corporation Ltd v Khoo Chiang Poh (1981) scs&ismk/company law Common Law the pre-incorporation contract is unenforceable on the grounds that: the company is not in existence yet, thus law of agency is inapplicable. the company cannot ratify such transaction as there is no principal-agent relationship involves. 25 Statutory 26 Company XYZ was set up on 1 March 2011; Ms Kyra (promoter), on behalf of Co. XYZ, entered a transaction with ABC on 15 Feb 2011; Co XYZ’s first meeting was on 10 March 2011, whereby Ms Kyra disclosed the pre-incorporation contract to Co. XYZ. s. 35(1) of CA 1965 allows the company to ratify such transaction, it will bind the company with retrospective effect Cosmic Insurance Corporation Ltd v Khoo Chiang Poh †¢ If XYZ has agreed to ratify the contract, thus XYZ is bound by the transaction with ABC with retrospective effect from the date of transaction (i. e. 15 Feb 2011). †¢ If XYZ refuses to affirm, promoter will be personally liable, s. 35(2). (1981) Newborne v Sensolid GB) Ltd (1945), Kelner v Baxter, Phonogram, Rover Industrial etc). scs&ismk/company law scs&ismk/company law 27 scs&ismk/company law 28 Upon incorporation, a company is considered as an artificial legal person, i. e a person created by statute. S. 16(5) CA 1965 provides that â€Å" on and from the date of incorporation specified in the c ertificate of incorporation but subject to the Act the subscribers to the memorandum together with such other persons as may from time to time become members of the company shall be a body corporate by the name contained in the memorandum capable forthwith of exercising all the functions of an ncorporated company and suing and being sued and having perpetual succession and a common seal with a power to hold land but with such liability on the part of the members to S. 16(5): As a ‘body corporate’, 1. a company’s obligations and liabilities are its own, and not those of its participants; 2. a company can sue and be sued in its own name; 3. a company has perpetual succession; 4. a company’s property is not the property of its participants; 5. a company can contract with its controlling participants contribute to the assets of the company in the event of its being wound up as is provided by this Act. † cs&ismk/company law 29 scs&ismk/company law 30 5 BT 20403/Company Law a. k. a corporate veil The company is a legal person separate from its participants. The law treats a company as being a separate person from its members and those who manage its operation. In the event of winding up, members are liable up to their unpaid shares only. They are not liable to contribute if they have had paid up their shares. This means that: Case Salomon v Salomon & Co Significance of the case †¢ its obligations and property are its own and not †¢ ‘Separate legal entity between members and those of its participants; and company’. its existence continues unchanged even if the identity of the participants changes scs&ismk/company law cash, debenture Pty Ltd company 20,001 shares Family 32 Facts: The company was put into liquidation; The assets were realised to pay off the secured creditors: †¢ Salomon was the debenture holder for Salomon & Co, hence was given priority The unsecured creditors were left empty handed Liquidator sued Salomon shoe business Salomon scs&ismk/company law 31 6 shares scs&ismk/company law 34 Lee v Lee’s Air Farming (1961) AC 12 Court of Appeal: †¢ Salomon was liable to indemnify the company against the losses. Abdul Aziz bin Atan & 87 others v Ladang Rengo Malay Estate Sdn. Bhd. [1985] 2 MLJ 165: House of Lords: †¢ Reversing the Court of Appeal’s decision. †¢ Salomon and the company were separate persons. scs&ismk/company law scs&ismk/company law 33 35 scs&ismk/company law 36 6 BT20403/Company Law In the Application for Re Yee Yut Ee (1978) 2 MLJ 142 – In a company limited by shares, a member’s liability to contribute to meet the debts of the company is limited to the amount (if any) remaining unpaid on their shares – s. 18(1)(d). The High court held that a director is not liable for the company’s debts. Allows investors to quarantine the risk of a particular venture from their other assets. In practice, creditors may negotiate personal guarantees from controllers. scs&ismk/company law 38 Once a person has sold or given his property to the company he no longer has any right over it. The property belongs to the company, and the member no longer has any right or interest. S. 19 mentions that a company has the ‘power to hold land’. This can be taken to mean that a company can own other types of property too. The property of a company is its own, and not that of its members. Macaura v Northern Assurance Co. Ltd. (1925)AC619 . Even if a member holds almost all the shares of a company, he does not have any proprietary interest in the company’s property. scs&ismk/company law scs&ismk/company law 37 39 scs&ismk/company law 40 The corporate veil will be lifted in these situations derived from †¢ Common law †¢ Statutory There are certain circumstances whereby the Court are asked to lift the corporate veil and ignore the separate legal entity of the company If the court lift up the corporate veil thus it will be able to discover the identity of the participants of the company and impose liability upon them. Thus, the separation between the company and its participants (members and officers) does not exist anymore. scs&ismk/company law 41 scs&ismk/company law 42 7 BT20403/Company Law Common Law In the event of evasion of contractual obligations – Gilford Motor Co v Horne -Jones v Lipman Sham purposes: Re FG Films Fraudulent: Re Darby The company is an agent or partner of the controller Taxation and nationality rules: Daimler Co Ltd v Continental Tyre & Rubber; scs&ismk/company law †¦common law(cont) Public interests (when it is just and equittable) – Aspatra Sdn Bhd & 21 Ors v Bank Bumiputera Malaysia Bhd & Anor †¦. statutory (cont) †¦common law (cont) holding – subsidiary: s. 5(1) Holding – Subsidiary †¢ S. 169 financial Companies: statement – Tiu Shiu Kian v Red †¢ Where the company is in Rose Restaurant Sdn the relationship of holding Bhd; and subsidiary, SLE is – Hotel Jaya Puri Bhd v inapplicable as the Act National Union of requires a consolidated Hotel, Bar and profit and loss account for Restaurant Workers holding and subsidiary company, s. 169 Statutory S. 36- member less than 2; S. 121(1) &(2) – misdescription (unless company is willing to ratify) providing share assistance to purchase own shares, . 67(5) Taxation purposes †¢ S. 140 Income Tax Act 1967 Payment of dividend from other sources, not from profit †¢ S. 365(2) DHN Food Distributors Ltd v Tower Hamlets London Borough Council †¦statutory (cont) issuance of prospectus which is pending approval †¢ s. 44(2) †¢ s. 48(4) incapable of payin g the company’s debt †¢ S. 303(3) – no reasonable or probable expectation fraudulent trading – s. 304(1) scs&ismk/company law scs&ismk/company law 43 44 Definition †¢ S. 4(1): A director is a person occupying the position of director by whatever name called. †¢ Includes a ‘shadow director': not an ‘official' irector, but someone whose directions board ‘accustomed to act’ in accordance with. A director must be a natural person and of full age: s122 (2). The general powers of management rest with the board of directors – Article 73 Table A. 45 scs&ismk/company law 46 Disqualification of Directors †¢ S. 11 CA – makes it a criminal offence for an undischarged bankrupt to act as a director or shadow director without judicial consent. †¢. Company Secretary †¢ Every company must have a company secretary. The secretary may be a director of the company, unless there is only one director, in which case t he ecretary must be the second individual. scs&ismk/company law 47 scs&ismk/company law 48 48 8 BT20403/Company Law Common Law Fiduciary duties †¢ Bona fide †¢ To act diligently †¢ To ensure that there is no conflict of interest Duty of care and skills †¢ Expectation of a reasonable man †¢ Delegation of authority Retirement Statutory To disclose any interest s. 131 To act in good faith – s. 132 Misuse of the company’s confidentiality- insider trading- s. 132A & s. 132B Unauthorised transactions that might jeopardise the company – s. 132C Interest in another company- s. 134 Secret profit- s. 135 scs&ismk/company law As agreed Resignation †¢ Tender notice as prescribed by the Articles of Association; Dismissal/Removal †¢ Without waiting for expiry of the term- could lead to another legal suit taken by the director against the company 49 scs&ismk/company law 50 Registrar’s power under s. 308: †¢ Defunct companies In ap proving the scheme of arrangement, the court may order immediately for dissolution of a company – s. 178. Voluntary winding up – s. 254 †¢ The members of the company may pass a resolution to wind up or through winding up by creditors Court’s Order – s. 217 †¢ The grounds as specified in s. 218(1) scs/company law 51 9