Comets :: Essays Papers

Comets What is Cometography? Cometography is a four-volume project I have been working on since the mid-1970s. Jump-started by comet Kohoutek of 1973-1974, I began researching comets and immediately found myself becoming more and more intrigued by them. It was fascinating to read about comets that unexpectedly split, brightened, or faded. There were also interesting stories concerning the discovery circumstances of some comets, as well as tales about how comets affected cultures. As I continued reading I found that, back in 1967, the International Astronomical Union suggested that an up-to-date descriptive catalog of comets or "cometography" was needed. A committee was formed, but in 1970 it reported, according to the words of Brian Marsden, "that it would be very nice to have a cometography, but that the effort required to produce such a catalog was greater than the members of the committee could devote to it." Thus began my inspiration to research and write Cometography, a set of books devoted to adequately presenting the details of every comet seen in recorded history. The last complete work of this type was written by Alexander Guy Pingre. His two volumes, called Cometographie, were published in 1783 and 1784, but are now greatly out of date. Not only do they obviously lack the comets seen between 1784 and the present, but much of the original source material has been retranslated over the years, so that Pingre's work is now inaccurate in places. Since the time of Pingre, two other books have been published: Physical Characteristics of Comets, by S. K. Vsekhsvyatskii in 1958, and Comets: A Descriptive Catalog, by myself in 1984. Both of these books brought the 19th and 20th century comets to readers, but in a manner much more highly condensed than that of Pingre. They also only included those comets for which orbits had been computed. The vast portion of Pingre's work included comets for which orbits could not be determined, some of which have since been identified as previous, though poorly observed, appearances of Halley's comet, periodic c omet Swift-Tuttle, and periodic comet d'Arrest. Cometography brings back the lesser observed comets, with the intention of providing all necessary details that might help future astronomers establish new comet identity links. To aid in the accuracy of Cometography I have tried to avoid Pingre's books and the book of Vsekhsvyatskii. Comets :: Essays Papers Comets What is Cometography? Cometography is a four-volume project I have been working on since the mid-1970s. Jump-started by comet Kohoutek of 1973-1974, I began researching comets and immediately found myself becoming more and more intrigued by them. It was fascinating to read about comets that unexpectedly split, brightened, or faded. There were also interesting stories concerning the discovery circumstances of some comets, as well as tales about how comets affected cultures. As I continued reading I found that, back in 1967, the International Astronomical Union suggested that an up-to-date descriptive catalog of comets or "cometography" was needed. A committee was formed, but in 1970 it reported, according to the words of Brian Marsden, "that it would be very nice to have a cometography, but that the effort required to produce such a catalog was greater than the members of the committee could devote to it." Thus began my inspiration to research and write Cometography, a set of books devoted to adequately presenting the details of every comet seen in recorded history. The last complete work of this type was written by Alexander Guy Pingre. His two volumes, called Cometographie, were published in 1783 and 1784, but are now greatly out of date. Not only do they obviously lack the comets seen between 1784 and the present, but much of the original source material has been retranslated over the years, so that Pingre's work is now inaccurate in places. Since the time of Pingre, two other books have been published: Physical Characteristics of Comets, by S. K. Vsekhsvyatskii in 1958, and Comets: A Descriptive Catalog, by myself in 1984. Both of these books brought the 19th and 20th century comets to readers, but in a manner much more highly condensed than that of Pingre. They also only included those comets for which orbits had been computed. The vast portion of Pingre's work included comets for which orbits could not be determined, some of which have since been identified as previous, though poorly observed, appearances of Halley's comet, periodic c omet Swift-Tuttle, and periodic comet d'Arrest. Cometography brings back the lesser observed comets, with the intention of providing all necessary details that might help future astronomers establish new comet identity links. To aid in the accuracy of Cometography I have tried to avoid Pingre's books and the book of Vsekhsvyatskii.

A comparison of Haydn and Beethoven Essay

Franz Josef Haydn and Ludwig van Beethoven are two of the greatest classical composers in the history of music, rivaled only by the masterful Wolfgang Amadeus Mozart. Beethoven, who was much younger than Haydn, moved to Vienna when he was young to study under Haydn. However, due to Haydn’s increasing age, and Beethoven’s increasing temper, the lessons only lasted for a little over a year. The lessons, if only for a short period, clearly left a mark on Beethoven, as can be seen in his compositions. Make no mistake, however, Haydn and Beethoven were not carbon copies of one another. When comparing compositions of the two composers, namely Haydn’s symphony No. 95 in C minor and Beethoven’s symphony No. 5, the two composers differ in various areas, including form, theme, tonality, orchestral structure, and the overall effect their work had on the audience. The only way to truly understand the similarities of these two legendary composers is to delve into their music, comparing them movement-by-movement of the two aforementioned pieces. Only then will we truly understand what makes Haydn and Beethoven so similar, yet so different. The first movement of both pieces start out in their own special way. Haydn’s piece starts out loudly with a quick timpani strike accompanied by the strings, followed by an almost somber sounding melody in C-minor. The second theme of Haydn’s first movement is much more cheerful sounding as it is in C-major. After the exposition is finished, Haydn goes through an eventful developmental period followed by recapitulation. Beethoven’s first movement starts out with the infamous short-short-short-long, which is then repeated. This becomes the motive of Beethoven’s piece, which can found intertwined throughout the entire piece. The intertwining of this single motive creates a consistency throughout the entire symphony; making all four movements feel as one. Although Beethoven may have not intentionally tried to do this, as it was never really done before, it really gives the symphony a special sound as a whole, something that Haydn’s symphony no. 95 lacked. Beethoven’s first movement is sonata form, something that he inherited from Haydn, and starts out in C-minor, just as symphony no. 95 does. The first theme of Symphony no. 5 is made up of imitations and sequences of those first 4 bars, which give off a tense, conflicted feel. The second theme ofBeethoven’s first movement is much more lyrical than the first theme. Here Beethoven completely changes keys to E-flat, rather than simply switching to a major tonality like Haydn does. In the second movement, however, Haydn starts out in E-flat major. The second movement, as per usual, is a much slower piece to contrast the strong, fast, first piece. Haydn uses a series of variations in this movement to keep the audience attentive, switching between major and minor tonalities from time to time. The amount of variation in this second movement is extensive, and really adds a lot to the movement. Beethoven’s second movement is in A-flat major and opens with two themes being presented, which are then varied in alternations. The second theme of this movement incorporates a harmony that features the clarinets, which are present due to Beethoven’s expansion of the orchestra over Haydn. Other instruments that Beethoven uses that Haydn does not in these symphonies are the piccolo, contrabassoon, and trumpets. By expanding his orchestra, Beethoven is able to create a larger, more diverse sound than Haydn is able to do. Beethoven’s second movement includes a 3rd theme that has thirty-second notes played by the strings with a counter phrase being played in the winds simultaneously, and the movement ends loudly in fortissimo, with many crescendos. Although these two composers first movements were somewhat similar in form and style, it is clear in the second movement that were starting to see the similarities morph into differences between the two composers, which continues into the third movement. Haydn’s third movement follows the prototypical minuet, trio, minuet form. However, this is a stylized dance piece, rather than an actual dance piece due to Haydn throwing in little twists that would throw off any attempted ballroom dance. The minuet returns to the original tonality of C-minor, while the trio switches to C-major. The trio form consists completely of even eighth notes played by a solo cello, which Haydn included to satisfy his audience in London. Beethoven does something very different in his third movement, as he forgoes the typical minuet-trio-minuet form for the scherzo-trio-scherzo form. Scherzo, which translates to â€Å"joke† in Italian, is derived from the minuet. The main difference is that scherzo form is played much more playfully and somewhat humorously, like a joke. Beethoven, like Haydn, returns to the starting tonality of C-minor for this movement. At the end, the short-short-short-long motive from the beginning of the symphony returns, and begins to take over the piece as it moves directly into the fourth movement without any hesitation. The fourth movements of these two symphonies also differ in form, as Haydn chooses to go with a rondo form while Beethoven chooses a variation of the sonata form. Haydn’s rondo form allows the music to transition beautifully into the finale. Haydn’s finale consists of loud, furious music including brass fanfares that is starkly different than a normal classical finale. Beethoven’s fourth movement is a fast, unusual sonata that begins immediately following the third movement. His finale is played in C-major, and consists of 29 bars of chords played in fortissimo. These chords allow Beethoven to conclude the symphony by ending the tension that has been furiously building throughout the entire piece. Beethoven’s incredible finale, as with Haydn’s, are perfect endings to these two monumental symphonies that surely leave a lasting effect on their respective audiences. As can be seen throughout Haydn’s symphony no. 95 and Beethoven’s symphony no. 5, the two composers were very similar, yet very different from one another. Beethoven uses a lot of what he learned from his time with Haydn, but is able to expand on those ideals and create something of his own being. His ideals, however, are soundly built off of the foundations that Haydn paved for him, which is a benefit from being the student rather than the teacher. Even through all of the differences in the two symphonies, such as Beethoven’s expansion of his orchestra or Haydn’s refusal to stray form minuet form in the third movement, these two composers share one main thing in common, and that is their ability to create beautiful pieces of art that won’t be soon forgotten in the minds, and the hearts, of their listeners.

Corporate Law and Governance Essay

Question 1 Bryan, Sarah, Jason, Calvin and Rubini are interested in starting a travel agency specializing in tours around Sabah. They are keen in having an office at Damai, Kota Kinabalu and to hire a few staff. Their initial capital is RM30, 000 each. They are also planning to acquire MPV vans to cater to small groups of travelers. All of them agreed to be involved in the management of the business and to make decision together. However, they are seeking your advice as to which business structure would best serve their purpose.  Advise Bryan, Sarah, Jason, Calvin and Rubini. (15 marks) Question 2 If they have decided to form a private limited company for their business, what are the things they need to consider in incorporating a company? They would like to use Friendly Tours Sdn Bhd as the name of their business. Also, they agreed to appoint Rubini as the Managing Director of the company for 5 years. Advise them in the drafting of the Memorandum and Article of Association. (15 marks) Question 3 In May 2013, they would like to expand their business in exporting fresh food and vegetables to Sarawak.  They are not sure whether they are allowed to divert from their initial objective in travel agency business. They also would like to change their business name to Borneo Connection Sdn Bhd. In the recent meeting, Sarah was appointed as Managing Director of their business instead of Rubini as stated in the Article of Association. Advise Bryan, Sarah, Jason, Calvin and Rubini in the situations above. (15 marks) Question 1 There are three types of business structure which are sole proprietorship, artnership and company. Choosing the right type of business structure is one of the most important choices of all for which they have to make when starting a business. Not only will this decision has an impact on their liability, it will also affect their ability to raise capital, management and decision making rights. Since there are five people who are interested in starting new business, it is important for them to compare and choose whether a partnership or company will best suit to their purpose. According to Section 3(1) of Partnership Act 1961, a partnership is the relation which subsists between persons carrying on business in common with a view of profit. In other words, they must continuously carry on travel agency business and all partners agreed to operate the travelling business together with the intention to make profits from it. As for company, it is an artificial legal person who is bound by law to manage company. It is a separate legal entity for which its legal identity separates itself from its members, officers, employees and others who form the company. In term of management and decision making, there are two types of partners in partnership: dormant partner who is not participate in management of the firm and managing partner who manages and makes all business decision of the firm, subject to any agreement requiring them to obtain consent of all other partners. According to the situation, all five of them are agreed to be involved in the management and to make decision together, so it is confirmed that they are all managing partners of the partnership and it is clearly set out in their written agreement. Hence, they are entitled to manage the partnership together and they have a wider pool of skills, knowledge and experiences collectively from all partners, so they have more inputs and suggestions to a better management of the business. In decision making wise, any major decision relating to any change which will affect the nature of the partnership must obtain the consent of all partners by carrying out formal meeting. For instance, type of business carried on, admission and removal of partners, and dissolution of partnership. Otherwise, they can freely make decision in their own or perhaps together by carrying out a less formal meeting, provided they are acted in good faith. As for a company, although only person who are appointed as director has the power to manage the company, members of the company have the definite voting rights in any major decision making. So, director has to comply with statutory requirements, which is to carry out general meetings by sending out notices of meeting to all members and must pass certain resolution from the members in order to obtain their consent and reach a decision. Yet, the procedures in decision making in a company compared to a partnership is more tedious and time-consuming, especially when facing crucial matters to be solved in short amount of time. So, it is better to form a partnership in terms of management and decision making. As mentioned previously, partnership is not a separate legal entity and hence, they are having unlimited liability. All partners are personally and jointly responsible for all debts and obligations of the firm. Not only it might end up with dissolution of the partnership, personal properties of partners can be seized to settle the business when the firm’s fund is insufficient to cover debts and obligations incurred during the ordinary course of the business. Unlike a company, it is a separate legal entity which separates itself from its members. As a result, only company is fully liable for debts and obligations incurred by itself while members’ liability is only limited to the unpaid amount of their shares capital, as established in case Salomon v Salomon & Co Ltd. The creditors claimed that Salomon and his company were one and the same and they should be repaid in top priority. However, the court held that he is not liable for debts of the company due to separate legal entity. Hence, in the event of winding up, creditors cannot bring actions against members of the company to contribute more than their initial contribution in debts settlement and so, their personal assets are not affected. Therefore, it is better to form a company in term of personal liability. Apart from that, they are planning to acquire several MPV vans in order to support their business but apparently their initial capital contribution which is totaling RM150, 000 is merely sufficient to acquire one or two second-hand MPV van. So, in term of raising capital, partnership’s fund is raised through capital contribution by all partners. If they wish to raise more capital by admitting more partners into the business but prior to admission, they must dissolve the partnership and form a new partnership consisting old and new members again, and perhaps their previous written agreement must be re-wrote. However, continuous admission of new partner may not be the solution if they wish to expand the business as the amount of capital contribution from each partner may not collectively big enough to do so. As for company, a private limited may normally issue shares or debentures to family, friends or employees by way of a private arrangement while a public limited may invite public to subscribe for its shares or debentures. Also, a private limited may convert to public limited by passing special resolution to raise more capital. Despite the risk of being a new business and compilation of statutory procedures, the amount of capital raised may be relatively more than the amount of capital contributed by each partners in the partnership. Therefore, it is better to form a company in term of raising capital and business expansion. Furthermore, partnership is not a separate legal entity and it can be easily dissolved upon the death, retirement, or new admission of any partner. Hence, partnership’s duration of existence is uncertain and has a finite lifespan. Meanwhile, since company is a separate legal entity, it has the characteristic of perpetual succession. In other words, despite any changes occur in its membership, they should not worry about dissolution of the company as it is has an infinite lifespan and exists perpetually until it is legally wound up or deregistered. As such in case Re Noel Tedman Holdings Pty Ltd, a husband and wife who were the only directors and members of the company were killed in an accident but the court held that the company is not affected by the accident and would continue to exist. Therefore, it is better to form a company in term of duration of existence. In conclusion, compared to a partnership, they are recommended to form a company in terms of limited liability of members, easier to raise more capital and its perpetual succession. Question 2 When they have chosen to form a private limited company, they should appoint a promoter to assist them in formation of company by performing secretarial services. Firstly, the promoter must conduct name search on the availability of proposed company’s name. Next, incorporation documents such as Memorandum of Association (hereinafter referred as MA), Articles of Association (hereinafter referred as AA), statutory declarations and any prescribed forms must be lodged with Registrar of Companies’ (hereinafter referred as ROC) within three months from the date of approval of the company’s name. Upon submission of documents and payment of fees, ROC will issue certificate of incorporation to them. In MA, they need to state the name clause, registered office, object clause, share capital clause and liability clause. While setting out name clause, they need to apply name search to ROC to check on the availability of their company’s intended name which is Friendly Tours Sdn Bhd. However, care must be taken where they should not register their company in a name that in opinion of ROC is undesirable or unaccepted by the Ministers, and also confusingly similar to the name of an existing company. In addition, they must include ‘Sendirian Berhad’ or the abbreviation ‘Sdn Bhd’ in their company’s name as it is a private limited company. Once they obtain bona fide approval from ROC, the name is reserved for three months from the date of approval. Next, they should set travel agency business which tours around Sabah as their company’s principal object clause and from thereafter it defines their company’s legal capacity when entering into any contract. Yet, in order to expand their company’s legal capacity and evade ultra vires act, they are advised to draft their object clause in widest possible terms by including many conceivable forms of activities, either dependent or independent to company’s principal object clause i. e. ravelling business, and each of it should be regarded as a separate and independent object in its own paragraph. Furthermore, they have to state the amount of company’s initial authorized share capital, which is RM150, 000 and its division into shares of a fixed amount, which can be 150,000 ordinary shares of RM1 per share. They can increase or decrease their authorized share capital in future by passing ordinary resolution. Also, their liability as a member in the company also must be stated, which is limited to the unpaid amount on their share capital, to protect their personal assets in the event of winding up. Other information such as company’s registered office which located at Damai, Kota Kinabalu, subscribers clause and association clause must also be stated in MA. As a private limited company, it is open for them to decide whether to adopt its own AA which meets company’s requirements, adopt Table A of Fourth Schedule as its AA or a combination of Table A articles with specific articles designed to meet company’s requirements. However, under Section 30(2) of Companies Act 1965, Table A will be AA of their company if they failed to register its articles upon registration. Any further alteration of AA is required to pass special resolution under some conditions. In drafting of AA, information such as appointment and removal of directors should be included in AA. To be appointed as a director, Rubini must be a natural person which is at least 18 years old and not being disqualified from being a director. Since they are forming a private limited company, they are allowed to name Rubini as Managing Director of the company and state a five years term of office in AA provided she is not 70 years old and above. Then, they should ensure that the company has at least two directors including Rubini who shall be named in AA as the first directors of the company and will hold office until the first Annual General Meeting where they will automatically retire (except Rubini in this situation). If they adopt Articles 64, 66 and 67 of Table A, retiring directors may be reappointed and the company may increase or decrease the number of directors in a general meeting by ordinary resolution. Furthermore, board of directors may have the power to appoint anyone as a director either to fill in casual vacancy or addition to existing board members if they adopt Articles 68 of Table A. Also, they have rights as members of the company to remove a director by ordinary resolution before his term of office expires. Yet, it is always subjected to company’s AA such as a provision is provided not to remove a director. They should also include the duties and powers of being a director, for example Rubini must greatly exercise her duties of care, skill and diligence. Other officers such as company secretary and auditor must be appointed at least one in the company and his legal position and duties must be clearly set out in company’s AA. In addition, they should include rights of various classes of shareholders in terms of company’s profitability, repayment of capital, transfer of shares, and decision making process. Detailed information regarding share capital should be clearly furnished such as methods of issuance of shares, transfer of shares, share buyback and reduction of capital. For debenture holders’ protection, they may need to state rules relating any fixed or floating charges attaching to specific properties as a security to creditors in case of unable to repay any loan or borrowing. Notices and procedures to meeting and winding up also must be stated in AA. Apart from that, they must insert restrictions as contained in Section 15(1) of Companies Act 1965 into MA and AA as a result of being a private limited company. For instance, it restricts its members’ rights to transfer shares. It also cannot have more than 50 members. The company, too, cannot raise capital by a way of offering shares and debentures to public or the public deposit money with the company. In a nutshell, they will receive certificate of incorporation upon successful registration of the company. Certificate of incorporation signifies that their company has been duly registered on date mentioned in it and restrictions in Section 15(1) of Companies Act 1965 will be effective. Besides, incorporation may bring forth effect that the company is a body corporate with the powers of an incorporated company, where it may sue or be sued in its own name, has a perpetual succession, may own property and the liability of its members may be limited. Question 3 During commencement of business, the company may wish to expand its business, change its name or alter provisions relating internal management. The company is permitted to do so by altering MA and AA by virtues of Section 21 and 31 of Companies Act 1965. MA is allowed to be altered to the extent and in the manner which is provided by the Act under Section 21 of Companies Act 1965. Meanwhile, Section 31 of Companies Act 1965 states that articles in AA may be altered or added by special resolution and become valid as if originally contained in the articles despite subjected to few limitations. The first issue arises in this question is whether the company is allowed to divert their initial objective in travel agency business and expand their business in exporting fresh food and vegetables. Upon incorporation, the legal capacity of the company is defined by object clause which has been stated in MA and it is not allowed to enter into any contract with third party, of which the purpose goes against its object. Otherwise, such act by the company is deemed to be an ultra vires act. Hence, the contract cannot be ratified by the company and considered as void contract which is shown in case Ashbury Railway v Riche. The company entered into a contract to build a railway station in Belgium for which the purpose went against their object clause of making, selling and hiring railway carriages. The court held that the contract was considered as void as it was beyond the legal capacity of the company to undertake it. So, in their situation, the company is not supposed to enter into any contract including exporting fresh food and vegetables because their legal capacity is only limited to travel agency business which tours around Sabah. However, Section 20 of Companies Act 1965 has provided that even an ultra vires contract is still valid if it has been executed despite company’s lack of capacity to enter into it. Meanwhile, if the contract has yet to be executed, minority shareholders may file for injunction to restrain company from performing the contract. Nevertheless, it is for the company’s best interest to evade the purpose of ultra vires doctrine by altering its object clause under Section 28 of Companies Act 1965. In case Bell House Ltd. v City Wall Properties Ltd. , defendant refused to pay procuration fee to company on the ground that the contract was made outside company’s object clause. However, there was such clause in MA which allowed company ‘to carry on business or any trade whatsoever in opinion of board of directors be advantageously carried on by the company in connection with or ancillary to any of the above business or the general business of the company’. Although there was no relationship with main object clause, the court held that it was within plaintiff’s legal capacity due to the bona fide opinion of board of directors. Therefore, based on their situation, the company can widen the scope of object clause by adding such clause into their MA in order for them to expand their business in exporting fresh food and vegetables. Apart from that, notices must be sent out to all members within 21 days of the general meeting and the company must pass a special resolution from members who attend and vote at the general meeting. Then, if there is no objection to the alteration within 21 days after passing of resolution, the company has to lodge with ROC within 14 days in order for the alteration to come in effective. The second issue arises is whether the company can alter its name in MA from Friendly Tours Sdn Bhd to Borneo Connection Sdn Bhd. Prior to alternation, the company must conduct name search and apply to ROC to check on availability of its proposed new name which is Borneo Connection Sdn Bhd. It must also ensure that the new name is not undesirable or unacceptable in the opinion of ROC or similar to the name of an existing company. Once it obtains approval from ROC, the new name will be automatically reserved for 3 months and the company must perform steps to change its name within the reservation period. Then, under Section 23(1) of Companies Act 1965, the company must provide notice of 21 days to all members of the general meeting and pass a special resolution from members who attend and vote at the general meeting. Upon that, ROC will only re-issue certificate of incorporation under the new name i. e. Borneo Connection Sdn Bhd and effects are taken into place. However, the company remains the same legal entity as the change of name will not affect any rights or liabilities of the company. In the third situation, Sarah was appointed as the Managing Director of the company instead of Rubini as stated in AA. Firstly, the first issue arises is regarding validity of naming Rubini as Managing Director in AA. Section 123 of Companies Act 1965 has stated that a person shall not be named as a director or proposed director in MA or AA or company’s prospectus but this section is not applicable to a private limited company. So, it is valid to name Rubini as the Managing Director. Assuming Rubini’s term of office is not stated in AA, she will hold office until the next Annual General Meeting where she will retire automatically and may be re-elected for next appointment. However, there is also a possibility where members of the company may remove Rubini as Managing Director by ordinary resolution before her term of office expires. Hence, Rubini should be given special notice of 28 days of the general meeting where she is proposed to be removed. Yet, based on the situation, she was not given any notice regarding removal of her position and Sarah was directly appointed as the Managing Director and therefore, it brought up straight to the next issue on whether Sarah is eligible to be appointed as Managing Director. The person must be a natural person who at least 18 years old and above, has consented to appointment and not being disqualified from being a director can be appointed as a director. So, it is assumed that Sarah has fulfilled the criterion and she can be appointed as the Managing Director. Upon successful appointment of Sarah as the Managing Director, it brought up the key issue on whether the contract between Rubini and the company is in breach. Section 33(1) of Companies Act 1965 has explained that MA and AA perate as a contract which only binding the company and its members, and members amongst themselves, but not between the company and outsiders. Generally, director is merely an officer but not a member of the company and so, he is considered as an outsider. Since he is not privy to the contracts, he cannot enforce any rights that MA or AA purport to confer upon them. However, Rubini has been validly named as the Managing Director of the company in AA and so, she has a valid contract between the company and herself. Therefore, she can enforce her rights against the company if the company fails to observe provisions in AA. This situation is supported by the case Southern Foundries v Shirlaw. Shirlaw sued for breach of contract because he was removed by Federation Foundries which altered the articles of Southern Foundries to give them power to remove Shirlaw before his ten years term of office was expired. The court held that an alteration of the articles was not amounted to a breach of contract but their act on altered articles was deemed to be and, therefore, Shirlaw was only entitled to damages. From the case, judge of the case has laid down the general principles where a company is not precluded from altering its articles so as to give itself to act upon altered articles, but acting on altered articles is construed as a breach of contract. Moreover, no injunction can be granted to prevent the adoption of the new articles but damages was the only remedy for breach of contract. In Rubini’s situation, there is a breach of contract as the company appointed Sarah as the Managing Director instead of her who has been stated in AA and it was assumed that the alteration of articles was in progress. Yet, she cannot re-enforce her appointment since she cannot prevent company from altering its AA as it is given the power to do so under Section 33(1) of Companies Act 1965. So, she can only obtain damages for wrongful dismissal. In conclusion, the company is allowed to expand its business scope and change its name to a new name as long as it passes special resolution. However, Rubini was only entitled to damages as a result of wrongful dismissal because she cannot restrain the company from performing alteration in articles.

Legal and Regulatory Framework

Legal and Regulatory Framework I. The basis of the contract From the coupon attached, we can see the specialist terms as follows: 1. Each person should use only one ticket and not use the ticket in conjunction with other coupons 2. The Minimum consumption should be controlled over 100 yuan. 3. The coupon can’t be used in the holidays. 4. The final interpretation is owned by our company. The standard form contract is a standard document prepared by many large organizations and setting out the terms on which they contract with their customers.The individual must usually take it or leave it: he does not really ‘agree’ to it. For example, a customer has to accept his supply of electricity on the electricity board’s terms; individuals cannot negotiate discounts. I chose a restaurant coupons. An offer is a restaurant A, while offered is the person consumed in the restaurant. An offer is a definite promise to be bound on specific terms . Acceptance is the unqualif ied agreement to the terms of the offer.If the consumer use the coupon, he’ll obey all the terms in the contract, especially the specialist terms. The parties must have reached some sort of agreement. In this case, there are two parties, the restaurant and consumer, who are mentally capable of understanding the nature and effect of the contract. And all of us are not legally restricted protected against making a contract due to absence of capacity or limited capacity. II. The significance of specialist terms in the contractExample: â€Å"Final interpretation of the business† â€Å"Holidays can’t be used† The significance of the specialist term: â€Å"Final interpretation† owned by the business belongs to a typical no-trade clause. The so-called â€Å"company reserves the final interpretation† is obviously beneficial to the the interests of one side who made the contract, but deprives the interests of one party who accepted standard form cont ract. Though a lot of prepaid coupons restrict on ‘holiday' use, but there is no clear ‘holidays' a specific date, it should be understood as legal holidays.But some businesses confuse the concept of â€Å"holidays† and â€Å"legal holidays†. â€Å"Women's Day†, â€Å"Youth Day†, â€Å"Tanabata Festival and other festivals, as well as foreign† Christmas â€Å",† Valentine â€Å",† Splash† should not be included. Business use restrictions on legal holidays other than the festival, they should be on coupons coupon surface indicate, it is best to also clearly indicate the date of the â€Å"foreign holiday. To summarize, these specialist terms will bring the business more profit, so they would like to write this term in the format contract.On the other hand ,the benefit of consumers is badly hurt by these terms, which means that the consumers may pay much more money than they wills and waste the opportunity of using the Coupon indefinitely. III. The validity of two contractual terms in the contract Example1: â€Å"minimum consumption† The validity of the term: The specialist term â€Å"minimum consumption† is unreasonable. Consumers have the rights to choose where to consume or how much to consume.In this sense, the establishment of â€Å"minimum consumption† is illegal, it violates freedom choice of consumers and fair trading rights. Consumers have the right to choose who provides goods or services operators, to choose the types of products or services, to decide independently to buy or not buy any kind of goods, to accept or not accept any other service, but also the right to refuse compulsory transaction of the operators . Example2: † Final interpretation is owned by the business† The validity of the term: This specialist term belongs to a typical no-trade clause.This is to the understanding of a clause of the format of dispute, the businessman easily misleads c onsumers, puts forward the interpretation of the unfavorable to consumers. Task B Legal position: The seller of barrels: Mr. Jackson The consumer: Ms. Charman II. In accordance with Act12. Implied terms about title, etc. (1) In a contract of sale, other than one to which subsection (3) below applies, there is an implied condition on the part of the seller that in the case of a sale he has the right to sell the goods, and in the case of an agreement to sell he will have such a right at the time when the property is to pass. 2) In a contract of sale, other than one to which subsection (3) below applies, there is also an implied warranty that- (a) the goods are free, and will remain free until the time when the property is to pass, from any charge or encumbrance not disclosed or known to the buyer before the contract is made, and (b) the buyer will enjoy quiet possession of the goods except so far as it may be disturbed by the owner or other person entitled to the benefit of any charge or encumbrance so disclosed or known. 3) This subsection applies to a contract of sale in the case of which there appears from the contract or is to be inferred from its circumstances an intention that the seller should transfer only such title as he or a third person may have. (4) In a contract to which subsection (3) above applies there is an implied warranty that all charges or encumbrances known to the seller and not known to the buyer have been disclosed to the buyer before the contract is made. 5) In a contract to which subsection (3) above applies there is also an implied warranty that none of the following will disturb the buyer’s quiet possession of the goods, namely- (a) the seller (b) in a case where the parties to the contract intend that the seller should transfer only such title as a third person may have, that person (c) anyone claiming through or under the seller or that third person otherwise than under a charge or encumbrance disclosed or known to the buyer before the contract is made. (6) [Omitted].From the implied terms, we can see that Mr Jackson should take the major responsibility, because he did not make barrels from oak. The usage of other materials is a jerry-building behavior, a serious violation of liquorthe barrel of the principle of manufacture of oak. In accordance with Act 34. Buyer’s right of examining the goods (1) Where goods are delivered to the buyer, and he has not previously examined them, he is not deemed to have accepted them until he has had a reasonable opportunity of examining them for the purpose of ascertaining whether they are in conformity with the ontract. (2) Unless otherwise agreed, when the seller tenders delivery of goods to the buyer, he is bound on request to afford the buyer a reasonable opportunity of examining the goods for the purpose of ascertaining whether they are in conformity with the contract. From the case, we can find that Ms. Charman did’ examine the barrels until the win e was fermented. So the consumer should carefully check the barrel before chunks. The consumer should take the legal responsibility, because he had not fulfilled the obligations of a buyer's inspection.In this scenario, Ms Charman told the seller to use oak to do the barrels of wine, because other materials such as wood will affect the taste of wine . But Mr. Jackson guaranteed that the components he used did’ have any questions, so the buyer also acquiesced in his method of making compensation proposed to require the seller, until the wine out of a problem, the buyer did not do what she should do. She also take some responsibility to the inspection of the obligations. III.Implied terms may override express terms in certain circumstances such as where they are implied by statues. Also, this law cares more consumer than the seller. So, Ms Charman can use SALE OF GOODS ACT 1979 [England] to protect her rights. In accordance with Act29. Rules about delivery (1) Whether it is for the buyer to take possession of the goods or for the seller to send them to the buyer is a question depending in each case on the contract, express or implied, between the parties. 2) Apart from any such contract, express or implied, the place of delivery is the seller’s place of business if he has one, and if not, his residence; except that, if the contract is for the sale of specific goods, which to the knowledge of the parties when the contract is made are in some other place, then that place is the place of delivery. (3) Where under the contract of sale the seller is bound to send the goods to the buyer, but no time for sending them is fixed, the seller is bound to send them within a reasonable time. 4) Where the goods at the time of sale are in the possession of a third person, there is no delivery by seller to buyer unless and until the third person acknowledges to the buyer that he holds the goods on his behalf; but nothing in this section affects the operation of the issue or transfer of any document of title to goods. (5) Demand or tender of delivery may be treated as ineffectual unless made at a reasonable hour; and what is a reasonable hour is a question of fact. 6) Unless otherwise agreed, the expenses of and incidental to putting the goods into a deliverable state must be borne by the seller. So the seller should deliver goods in time, the seller should take full responsibility. Mr. Jackson should take all responsibility on Ms charman, including the wine barrel of money and the loss of money. Ms. Charman compensation must be granted on the basis of the above three pieces of legislation, money should be compensation for the barrel, wine in the barrel, and the loss of part of the fee.

Doea a dividend policy matter Essay Example | Topics and Well Written Essays - 2000 words

Doea a dividend policy matter - Essay Example But the practitioners are of the opinion that dividend policies do play an important role in this regard. They provide examples in this regard that there are numerous companies whose share prices have jumped to a new high after their announcement to pay regular dividends. The process of paying dividend by companies is considered very important because it sends a powerful message to outsiders of the company about the future prospects of the organization. If an organization is able to pay out consistent dividends over time to its shareholders, it can be concluded by the general public that the fundamentals of the organization are very strong. It should be noted in this regard that focusing solely on the dividend policy of an organization is not sufficient. The company must also have the money that is required to pay dividends to its shareholders. Any company’s sources of funds must equal its uses of such funds. If an organization pays dividends to its shareholders and this is considered as use of funds, there must be something that has to change in the uses and sources statement. In this regard it could be said that given the investment policy of the firm, the dividend policy decisions of any firm is dependent on the choice of its financing strategy. An organization has to take a decision in this regard whether it wants to rely heavily on external funds to finance its projects and then paying back those funds to the providers of finance in the form of higher dividends. The other way is to retain a part of its earnings to finance its growth. Ploughing back of profits is an important tool by which an organization ca n effectively finance its projects without relying too much on outside sources of funds (Miller, 1977, pp. 261-265). It can be said at this point that generous dividend policies may not be considered as the best for an organization. The organization’s

Works of Jacques Louis David and Damier Essay Example | Topics and Well Written Essays - 500 words

Works of Jacques Louis David and Damier - Essay Example During the period of romanticism, the painter worked quickly, freer and looser brush strokes giving evidence of the process of artistic creation. Another important aspect of romanticism was an interest in social issues, leading to a larger participation and concern in the events of the time. This is seen in the works of Eugene Delacroix, as in his Moorish scenes of men and wild beasts in physical conflict. He cultivated surface texture, impasto and used a rich palette of colors. Delacroix also pursued the same theme in his Jacob Wrestling with an Angel and in his North African paintings of turbaned men battling with tigers. Delacroix, however, is known best for his Liberty Guiding People, a patriotic painting of the French Revolution, in which the central figure of a woman beckons the soldiers forward with the flag she raises high above the field of the dead and wounded, while the drummer boy beside her valiantly charges with a pistol upraised. These two figures which form strong vig orous diagonals stand out amidst the smoke and confusion of the battle. An important realist is Honore Damier, whose rare gift for social satire found expression in his prints, political cartoons and paintings. While he lashed out at the corruption and hypocrisy of the privileged class, as in The Legislature, he had a profound sympathy for the poor and the oppressed, as in The Third Class Carriage and The Washer woman. Daumier had a sense of the dramatic moment revealed in a single look or gesture.

Global News Agenda Essay Example | Topics and Well Written Essays - 2000 words - 1

Global News Agenda - Essay Example When they launched the Al-Jazeera international, their assumed audience became the Arabs and the world at large (Cushion and Lewis 2010). The construction of news to their assumed audience however does not reflect the main aim of launching the media house. This is because diversity does not mean constructing news which reflects distant suffering and violence. Al-Jazeera do construct news not to reflect the ideas of people out their but they construct news in a way in which they portray different instances as though they were speaking out of their own views. Construction of its assumed audience Argument against the construction of its assumed audience Though some of the news constructed by Al-Jazeera meets the aims of which the TV was set up of focusing on development of world issues, most of them do not meet this aims as they are constructed not to bring in diversity but to portray the suffering of other people from other countries (Ginneken 1998). Even though, Al-Jazeera is global n ews form, most of its aims are not met by the construction of its news to its target audience. ... America’s summit ends in acrimony 2. Israel soldier suspended for gun-butt attack 3. Taliban assault on Afghan Capital ‘over’ 4. Breivik says not guilty over the killings in Norway Looking at these media articles, one will get a negative picture of the individual and the countries depicted. The four articles seem to bring the development of world issues to the door step of the assumed audience and also bring diversity to the Arab News. However, the ‘them’ versus ‘us’ is evident in the four articles, and it may have negative consequences like economic consequences to the assumed target (Malek & Kavoori 2000). The Al-Jazeera international news is watched all over the globe, and this means that these four articles have been watched globally and the individual and countries affected may suffer economically due to withdrawal effect from the other countries. The articles paint a bad picture of the individual and the countries and no one would e ver like to be associated with people with a bad image or even invest in a country which has political disability or one with wars(Burton 2010). The satellite TV news is sponsored by Sheikh Hamad Bin Khalifa. The reasons for his sponsorship are to shore up the Western support in case of any attack. His sponsorship is also a show of his commitment to making Qatar progressive Islamic states that welcome the western investment and to build a global Muslim identity and Tran’s national Islamic imagined community. Judging from the reasons as to why the satellite news were formed, it is evident that the Al-Jazeera the main interest were the Arabs and more so the people of Qatar and that is why the media house reports ‘bad’ things on other countries. In