Similarities and differences of youth justice systems

Similarities and differences of youth justice systems Introduction Different countries have their own different way of dealing with their young offenders. Youth offenses comprise a sensitive issue that ought to be handled with care. The youth justice system of any country is charged with the responsibility of dealing with young offenders. The paper is a review into the similarities and the differences of youth justice systems in England and Wales and Sweden in view of their youth justice systems. Barth (1992) emphasizes that there are many reasons as to why the youth engage in criminal activities among them poor parenting and lack of proper education. Different societies respond to crime differently and the response to a particular crime varies as societies evolve changing its values over time. For instance, during the olden days, the words rehabilitation and the rights of the child were rarely talked about but in the modern day our societies have changed and incorporated such concepts and this have affected the way we punish the youth. Societys definition of minor and major crimes has also changed over time (White, 2001). However, it is evident that as societies change over time and children who in the olden days were thought not in a position to commit crimes are now committing them. Justice systems have also evolved to cope with the changes in society. The youth justice system in light of the welfare of the child has come up with ways to deal with young offenders in a way that is different from the one that is used in dealing with adults and also a way that incorporates the welfare of the child. One factor is therefore clear that the youth justice system in England and Wales and Sweden have changed over time to keep abreast with the changes in crime activities involving the youths. In regard to England and Wales and in view of social disclosure, the proceedings and the verdict of a case where a person who is considered a youth has committed a crime, may be reported by the media but the persons identity is not to be openly disclosed to the public (Hill, Lockyer, Stone, 2007). According to Hill, Lockyer, Stone, (2007) in terms of social disclosure in England and Wales, the information is not reported to the public freely. Press members are restricted in terms of the information that they can report to the public. In addition, only selected members are allowed to the proceedings in which a minor is being judged. Only the members of the press, parents and guardian of the offender are allowed into the proceeding which shows that the justice system in England and Wales takes serous offence in disclosing criminal information regarding a minor. However, Sweden has a different approach to social disclosure involving young peoples offences. Young offenders in Sweden ar e not tried in a different court from their adult counterparts and therefore information relating to young people offenses is open to the general public. One of the ways that the youth justice system in England and Wales is similar to that of Sweden is through the use of restorative judgment. According to White (2001) England and Wales youth justice system aims at identifying youths who are at risk of engaging in offenses. The principal aim of the youth justice system in England and Wales is to prevent the youths in indulging in activities that can result in crime and hence the existence of youth offending teams in England and Wales. For instance, it is believed that if the youths have plenty of activities to indulge in they rarely engage in criminal activities. The interventions created allow youths to be occupied and hence lack the time to indulge in criminal activities. Similarly Swedens youth justice system is committed to preventing crimes occurring among the youths (Sundeen, 2002). This is done through the use of social welfare committees who take responsibility of the offenders and are in charge of reforming the youth. However, reformation of youth offenders in Sweden is compulsory. In economic sense, it is easier to have interventions and programs that prevent the youth from indulging in criminal activities than to wait until its too late and youths have to be sentenced to life imprisonment (Sundeen, 2002). Littlechild, (1997) suggests that decision making is crucial to all youths whether in Sweden or in England and Wales. Most of the times, it is argued that young people are not in a position to make decisions on their involvements in activities that are deemed as criminal activities by the law. In England and Wales, a young offender who is charged with a criminal offense is between the ages 10 years and 18 years while in Sweden, a young person who can be charged with a criminal offense is usually below the age of 15. At the age of 15 years and above, young offenders in Sweden are tried in the same courts as the adults. Drawing a sharp contrast in the two countries youth justice systems (Littlechild, 1997), the age at which a person is deemed an adult matters. Young offenders who are 18 years in England and Wales are tried in youth courts and therefore categorized as persons who are influenced by their age in decision making. Muncie, Hughes, McLaughing, (2002) points out that though the youth justice system in Sweden recognizes that young people are under a lot of pressure when making decisions, it does not offer any exceptions when trying young persons in courts between the ages of 15 years to 18 years. In England and Wales, a person who is 18 years and is being tried in a youth court has a better understanding of the youth justice system as compared to a person who is 18 years in Sweden and is being tried in a criminal court (Stephenson, Giller, Brown, 2007). Young offenders in England and Wales are at a better position of understanding the law in regard to criminal offenses as opposed young offenders in Sweden at the age of between 15 years and 18 years and who are tried in criminal courts. However, youth justice systems in both states also plays the role of ensuring that youths understand the repercussion of their negative actions and behavior in the society. Youth justice systems play a major role in legal referencing. It has helped in reprimanding the youths in both states though the approach to young persons offenders differs between the states. In Sweden, (Sundeen, 2002) the approach used in the youth justice system leans more towards the welfare of the young persons. The Swedish youth justice system focuses on the need of the young person and therefore instead of punishing the young offender, he or she is placed in the hands of the local authority which is in charge of the youth justice system. Even though young persons at the age of 15 to 17 years are tried in criminal courts, the courts place the responsibility of the young person in the compulsory social services in Sweden. In England and Wales, the youth justice system is oriented towards punishing the young offenders and making them pay for the mistakes they have done without the considering that the young person may have committed the crime due to various circumstances. It is a rgued that when a young offender is punished for his or her mistakes, he or she is likely to learn from the mistake because the punishment will serve him or her as a negative reinforcement associated with doing wrong. Over the years, youth justice systems have spurred debates as to their effectiveness in reducing criminal activities among the youth. Major policies in both countries (Stephenson, Giller, Brown, 2007) have become the subject of internal politics in the youth justice systems. For instance in England and Wales, there are some people who feel that when young offenders are taken to social welfare organizations, they interact with other young people who do not have a criminal background and might in turn learn the vices through socializing with the young offenders. Others feel that the youth justice systems are not instrumental in reducing criminal activities among the youth for instance in England and Wales while in Sweden, the youth justice system has done a commendable job. Therefore, in both countries, youth justice systems are subject to politics and scrutiny by even politicians. In conclusion, matters relating to crimes by young offenders are very sensitive. Each state handles its young offenders in different ways. It is apparent that criminal activities among the young people do occur and no gender is an exceptional. White (2001) argues that both girls and boys are capable of committing a crime. The state has the mandate of ensuring the safety of her citizens and therefore cannot let the young offenders go free committing crimes and without punishment. On the other hand, the young offenders to the state are the future leaders of tomorrow and therefore, the state needs to take care of them. According to Stephenson, Giller, Brown, (2007) interventions should focus on the needs of the youth and consequently help the young offenders reform and avoid indulging in criminal activities. A good example is the way Sweden handles its young offenders through a compulsory welfare program. According to Barry (1994) in Sweden, the needs of the child are carefully assesse d and the youth justice system is more interested in helping the child develop and learn from his or her mistakes than in punishing the young offender.

The US and UK takeover regulations

The US and UK takeover regulations A takeover of a public company is the purchase of one company whose shares are listed on a stock exchange by another. Empirical evidence on takeovers suggests that they generally create value. The question is why have the UK and U.S- two countries with ostensibly similar systems of corportate governance taking different routes when it comes to regulating takeovers. A rich analysis draws from each countrys historical development, focusing on the shareholder-oriented regulations in the UK and the defence managerial tactics employed in the U.S. This paper would critically analyse the views of the writers of the Divergence of U.S and UK Takeover Regulation written by Armour and Skeel JR, both well seasoned Professors of Law, a thorough analysis would be made of hostile takeovers and the reasons why takeover tactics in the UK is regarded as a better option. An analytical framework would be used explain the diversity in the systems of takeover in the UK and the U.S. subordinate lawmakers such as Judges have had the herculean task of filling the unintended vacuum and consequences of legislation in the two countries that had other objectives at the time of enactment. An examination of the way regulations took shape in the UK and the U.S as the goal is to gain an understanding of the defensive tactics adopted and used frequently in the U.S but is frowned at and has dire consequences if adopted in the UK. Earlier case examples from each jurisdiction would be analysed to gain understanding of why different takeover regulations are used. In the UK, defensive tactics by target managers are prohibited, whereas in the U.S, Delaware law gives managers a good deal of room to manoeuvre  [1]  . The primary focus of this essay is to provide a simple yet thorough framework to understanding defence tactics, what it is; why it is so successful in the U.S and is prohibited in the UK. Clearly the two ways of takeover regulations appear to work fairly well in each jurisdiction and despite the authors of the articles view one must never forget that because the UK methods seem more share holder oriented and works very well, it does not mean there is any anything wrong with the method used in the U.S. In a takeover bid, accounting and law firms are hired to conduct Due Diligence- Lawyers review contracts, agreements, leases, current and pending litigation and all other outstanding or potential liability obligations so that the buyer can have a better understanding of the target companys binding agreements as well as overall legal related exposure. The facilities in the company and capital equipment also need to be inspected so as to avoid unreasonable expenditures in the first few months of acquisition  [2]  . The first section of the essay would look at an overview of the history of business law development and corporate governance in the UK and the U.S. the takeover development and institutional responses to them. The second part looks at the US and UK takeover regulations and their differences. Also legislation that have been implemented and the fact that despite legislation, subordinate lawmakers make rules that govern the process of takeovers. Who are these subordinate lawmakers and why do they appear to have so much discretion as to what becomes a rule? They include a diverse range of characters from Judges to interest groups (Institutional investors). The identity of the subordinate lawmaker, in turn has major consequences for both the substance and the enforcement of the regulatory rules  [3]  . Various case examples would be used to explain the difference in takeover methodology in the UK and the U.S, objectives of takeovers, the disciplinary hypotheses of the importance of ta keover regulations. Finally, proposed reforms in the US and UK and a conclusive summary on the issues of hostile takeover tactics. History The UK and the US are distinguished from other jurisdictions based on their high levels of takeover activities; in contrast Europe has a little or no market for corporate control (Franks and Mayer, 1996). The UK does not have the federalist structure of the U.S which does not allow room for corporate managers to exert influence. In the U.S the Delaware jurisdiction became the sole source of rules on takeovers more so, hostile takeovers. The U.S takeover regulations give target managers discretion to defend a bid whereas in the UK the shareholders make the decision. Delaware have a monopoly and is home to about 60% of the largest corporations in the country. Due to the amount of tax and other benefits that Delaware State enjoys from these corporations the State is attentive to the managers needs and the state lawmakers have an incentive to keep the managers content. The Legal rules have to be amenable so that unprecedented cases can be brought cheaply and quickly after has been a chan ge in business practices so as to allow the precedent cases to be developed and updated. The Delaware takeover doctrine was firmly established in the 1990s- that US institutional investors became a significant force in corporate governance  [4]  unlike their UK counterparts that embraced the importance of the concept of institutional investors. Corporate takeovers tend to improve not only the stock prices of the companies involved but also the stock market overall. Although there is a substantial increase in the targets companys stock price, the outcome for the acquirer and the market over time however is considerably negative. Also some ill-fated takeovers turn into an embarrassment for the parties involved for example the merger in 1996 of San Francisco banking giant Wells Fargo and its Los Angeles rival First Interstate Bancorp in an $11.6bn hostile takeover, the merge led to many of the latter companies executives leaving, account errors appeared in the companys account and the problems were visible to the customers. In the UK, lawyers play a relatively little role in takeover bids, complaints and law suits are made to the Takeover Panel located in the London Stock Exchange building. The Takeover Panel includes representatives from the Stock Exchange, the Bank of England, major merchant banks and institutional investors  [5]  . The Takeover Panel is a body that administers a set of rules known as the City Code on Takeovers and Mergers. The Panel and the rules were self-regulatory until around 2007 when the EU directives have been implemented into the UKs regulations and have a statutory underpinning designed with the objective of maintaining the characteristic features of the Panels approach, which is based on self-regulation. In the U.S however, takeover regulations are moderated principally by the Securities and Exchange Commission which ensures that disclosure and process rules are adhered to. A managers response to a takeover bid in the U.S is regulated primarily by the Delawares Chancer y Judges and Supreme Court- the key players here are lawyers and judges. U.S takeover Takeover offers are regulated under the Williams Act Amendments to the Securities and Exchange Act (SEC) 1934. The act was created to provide governance of securities exchange in the stock market, all the companies listed on the stock exchange must follow its requirements. The SEC is regarded as relatively share-holder friendly, however managers are known to sometimes adopt a hostile approach to takeovers and they adopt defence mechanisms such as poison pills or shareholder right plan which are designed to ward off a hostile bidders stake particularly if the bidder acquires more than a specified proportion of target stock, usually 10-15 percent. The poison pill is a defence tactic that allows companies to thwart hostile takeover bids from other companies, examples of the poison pill include Flip-over Rights Plan, Flip-in Rights Plan, poison debt, voting poison pill plan etc. The managers of a company that use the poison pill defence and a staggered board of directors have almost complete discretion to resist an unwanted takeover bid, the poison pill is a method that is slowly declining in the last couple of years. The U.S tender offers are generally not share holder friendly, in the case of Atmel Corp a maker of microchips used in video game controllers, successfully defeated a challenge by investors using the poison pill tactic. Some shareholders who sued over the failed buyout by Microchip Technology Inc stated that the revisions made by Atmel were vague, a Delaware state judge rules in Atmel Corps favour. State statute such as Section 203 of the Delaware General Corporation Law furthers the federal policy of investor protection. It was enacted to protect shareholders from the coerciveness of two-tier offers by preventing the offer unless the targets board of directors and in some instances the shareholders approves, the legislation has been successful in stopping such coercive practices. Section 203 also gives target boards some authority in resisting unwelcome, under priced tender offers that are not beneficial to shareholders. In the BNS Inc v Koppers Co., the U.S District Court explained that Section 203 does not stop the aims of the William Act even though it may give target boards significant advantage in preventing un-solicited takeovers. To the contrary, the statute may have substantial deterrent effects on tender offersà ¢Ã¢â€š ¬Ã‚ ¦so long as hostile offers which are beneficial to target shareholders have a meaningful opportunity for success. Section 203 does not have to let bad offers succeed to be constitutional, and in fact, if it did let bad offers succeed, it would frustrate, and not further, the Williams Acts purpose of investor protection. In BNS , the district court concluded that, on this record, the statute appears to offer hostile bidders the necessary degree of opportunity to effect a business combination and upheld the statute  [6]  . Another example is the recent April 2011 hostile takeover battle in the U.S between Tenet a hospital chain resisting a $7billion takeover by rival Community Health Systems. Tenet filed a lawsuit stating serious allegations that Community Health Systems is an unfit acquirer because the company has been systematically defrauding Medicare, evidence to support Tenets claim was provided. Not only is this allegation posed to resist a takeover, it can also potentially damage the reputation of Community Health Systems. This case ranks high in the pantheon of aggressive counter punches. The health care in the U.S remains the most targeted industry since 2009 with $179.1bn; accounting for 22.9% of total U.S targeted volume  [7]  . Another case example was AOLs purchase of Time Warner for $164bn at the height of the internet mania; it remains the largest corporate merger in American history  [8]  . Bidders are more likely to enter into negotiations with the targets board which results in a friendly transaction than them making a hostile offer directly to the shareholders. UK Takeover In contrast to the U.S, the UK takeover regulation is shareholder oriented. Managers in the UK are not permitted to make use of any frustrating defence tactics when there is a takeover bid without the shareholders permission unlike their U.S counterparts. The Takeover Code only becomes relevant when there is a bid therefore managers can take advantage of less stringent ex ante regulations well before any takeover bids come to light  [9]  . J.Armour, D.A. Skeel, JR, in their article; The Divergence of the U.S. and UK Takeover Regulation state that the UKs ban on defensive tactics by managers clearly makes it easier for hostile bids to succeed. It is bewildering to find that while the U.S adopts defence tactics measures, figures show that hostile takeovers are less likely to succeed there than in the UK. Case Examples in the UK In Jan 2010, Cadbury ended its nearly 200 years of independence after it was acquired by Kraft, a U.S food giant for 11.9bn pounds. The acquisition led to media frenzy and revived concern over the UK slowly becoming a so-called branch office for foreign companies, the UK Government was powerless to protect Cadbury, a heritage and one of the oldest companies in the country from foreign investment. The financial times stated in a article that erecting barriers is not the answer, the key to solving the problem of foreign business moving their head offices to more favourable jurisdictions is to make Britain an appealing business location, with a skilled workforce and a predictable tax regime. Another case example is the Vodafone-Mannesmann acquisition in 2002 which is still referred to a lot by economists and critics. There have been concerns that hostile takeovers can take place provided that there is a simple majority vote from shareholders. The Government wants reforms to change this to two-thirds of shareholders and the bidders must be subject to the same rules. Figure 1 below shows that the performance effects of takeovers differ by industry, some industries such as insurance companies have a higher number of takeover bids as opposed to banks that have a lower number. Figure 1 Beneficial Ownership of UK shares end-2008 (Source: Office of National Statistics, Share Ownership 2008) Difference between the US and UK takeover regulations The most significant difference between the two countries is not the substance but the mode of regulation. The U.S depends on formal law such as the Delaware law while self-regulation is the norm in the UK. In the Kraft-Cadbury takeover in the UK there was an outcry for change in the regulation as Cadbury was unable to defend itself to the same extent as a US company in similar circumstances, control decisions were made not by the directors but by short term investors. Leading U.S law firms such as Wachtell, Lipson and Cravath that specialise in Mergers and Acquisition (Hereafter MA) oriented practice generate significantly more revenue per lawyer than their UK counterparts. Importance of Takeovers- Disciplinary Hypothesis A takeover is sometimes used as a measure to restructure poorly performing companies. Critics and economics have long argued that the likelihood of competition in capital markets and the threat of a takeover is an incentive to discipline self-interested managers. Many writers have suggested a ban on the defence takeover tactics used in the U.S, such as the poison pills, golden parachutes and white knights- stating that these tactics more often than not are used purely for the managers/directors self interest. There have been numerous attempts by the Congress to set up legislative measures to prevent this out right abuse of power by the company managers and to protect the interests of the shareholders. There are however two hypotheses for the purpose of these defences: the shareholder hypothesis (SIH) and the management entrenchment hypothesis (MEH). The SIH is used purely to keep and satisfy the interests of shareholders whilst the MEH is used by the managers/directors of the company intended to be takeover to act in the interest of the shareholders for fear of losing their jobs if the takeover is successful, the end result of the MEH is usually that the shareholders would lose out on takeover premiums that the offeror would have paid. This leads one to question whether the managers pursuing their self interests is a breach of their fiduciary duties to the company and its shareholders, as they have a duty to act in the best interest of the company first and foremost. The managers may use the argument that the two hypothesis work together and that the main reasons for the defence tactics is not for their self interest but to maximise the wealth of the shareholders, a valid argument I daresay, both conflicting views are obviously utmost in the strategies of the management in a takeover power tussle. In the U.S the courts when determining whether a company management is in breach of its fiduciary duties look at the Business Judgement Rule- which provides that a court should evaluate decisions by directors to employ an anti-takeover defence in the same way as they would evaluate any other business judgement  [10]  . Basically anti-takeover defence tactics must be reasonable in relation to the threat posed and made in good faith. If the companys corporate value or shareholders interest could be harmed due to the acquisition of its shares by a specific person or group, the company needs to take substantial measures to raise corporate value and secure shareholders interests to the extent permitted by laws, regulation, and the companys Articles of Incorporation  [11]  . In the UK, the takeover code states in Rule 19.1 that public criticism is one of the disciplinary measures available to the Panel. Rule 19.1 states that each document or advertisement published or statement made, during the course of an offer must be prepared with the highest standards of care and accuracy and the information given must be adequately and fairly presented  [12]  . For example in the Kraft takeover case of 2010, the company promised to keep operational some Cadbury factories, but failed to do so, this led to a public criticism from the press and the Takeover Panel. OBJECTIVES OF TAKEOVER Takeover or merger, in practice, depends upon the motives of the persons behind such move. Generally, the following types of decision limit their choice for a particular firm in which takeover or merger activity could be organised: (1) Acquisition of shares in the target company; (2) Acquisition of the assets of the target companys undertaking; (3) Acquisition for full or part ownership of the target undertaking; (4) Acquisition for cash or for shares or other securities of the Offeror Company or combination of cash and variety of securities; There is not one single reason for a takeover but a multiple of reasons cause which are precisely discussed below: Synergistic operating economies: It is assumed that existing undertakings are operating at a level below optimum. But when two undertakings combine their resources and efforts they with combined effort produce better result than two separate undertakings because of savings in operating costs, combined sale offices, staff facilities, plant management etc which lower the operating costs. Thus the resultants economies are synergistic operating economy. These gains are most likely to occur in horizontal mergers in which there more chances for eliminating duplicate facilities, vertical and multinational mergers do not offer these economies. Diversification: Takeover are motivated with the objective to diversify the activities so as to avoid putting all the eggs in one basket and obtain advantage of joining the resources for enhanced debt financing and better service it shareholders. Such takeovers result in conglomerate undertakings. But critics hold that diversification caused takeover of companies does not benefit the shareholders as they can get better returns by having diversified portfolios by holding individual shares of these companies. Taxation advantage: Takeover take place to have benefit of tax laws and company having accumulated losses may merge with profit earning company that will shield the income from taxation. Growth advantage: Takeovers are motivated with a view to sustain growth or to acquire growth. To develop new areas becomes costly, risky and difficult than to acquire a company in a growth sector even though the acquisition is on premium rather than investing in a new assets or new establishments. (http://jurisonline.in/2011/03/takeover-a-critical-analysis/ Assessed 12th April 2011) Reforms in the UK There was an urgent need for reforms in the UK takeover regulation after acquisition of Cadbury by Kraft. The following are some of the proposed reforms. Proposals to give target companies more protection under the Takeover Code The Government wants the simple majority vote by shareholders to be changed to a two-thirds of shareholders in other to ensure that as many shareholders as possible are supportive of the takeover. The prohibition of any offer related arrangement e.g implementation agreements Reducing the put up or shut up deadline from 2months to 28days- This means that a potential bidder must announce a firm intention to make an offer, declare no intention or ask for an extension of the deadline. If no bid is announced the bidder is excluded out of the market for six months. There have been criticisms that the 28day period is not enough time for bidders to undertake due diligence and arrange financing. Detailed disclosure of advisory fees- there is no requirement at the moment under the Takeover Code for advisory fees to be disclosed. It is intended that any offer-related fees be disclosed in the offer document and targets response. This includes legal advice, accounting and consulting advice, broking advice etc. The proposal disclosure changes are not controversial and in fact tally with the current system in the U.S. Greater disclosure of debt facilities and other instruments to finance an offer- a bidders financing arrangements should be disclosed in any offer documents. This need for transparency and accountability may be prompted due to the recent financial crisis in the UK Provision of better protection of the interests of employees of the target company These proposals were made in March 2011 and a consultation period is open until the 17th of May 2011 after which the UK Panel will then issue a statement with the final version of the amendment, the amendments will be adopted into the UK Takeover Code later in the year  [13]  . Conclusion Even before the financial crisis there have been fundamental reassessments of the value of takeovers in the UK and the U.S. Since the financial crisis most board of directors and managers have been more concerned with running their businesses and staying afloat than with chasing expansion through takeovers. This factual point is true when the probability of a successful merger is far less certain, as in hostile takeover attempts. A hostile takeover presents executive board leaders with unique organisation and people challenges. It is often very difficult to overcome the challenges of acquiring and integrating an organisation and people especially after a hostile takeover. Times like this need a higher level of strategic thinking, flexibility and innovative problem solving  [14]  . This paper finds that the UK takeover regulation despite its numerous advantages is prone to hostile takeovers due to its compliance with upholding the interests of shareholders, while this hostile takeovers act as a form of disciplinary function by restructuring poor performing companies and improving their performance, evidence above stated shows that hostile targets in most cases experience a significant decline in profits and share returns in the first year of acquisition. Despite the criticisms of the U.S system of regulation, hostile takeovers are in decline due to the level of discretion given to the executive directors and managers by the legislation that provides antitakeover regulations that are enshrined in the corporate charters and/or state legislation. Also in a self regulated system like the UK, institutional investors who own majority of the shares in UK quotes companies shaped the Takeover Code. BIBLIOGRAPGHY http://www.guardian.co.uk/business http://www.mallesons.com/MarketInsights/marketAlerts/2011/UKPanel-Takeover-Code-Reforms/Pages/default.aspx John Armour, Jack B. Jacorbs Curtis J. Milhaupt, The Evolution of Hostile Takeover Regimes in Developed and Emerging Markets: An Analytical Framework, 52 Harv. Intl L.J. 219 (2011) J Coffee. Regulating the Market for Corporate Control: A Critical Assessment of the Tender Offers Role in Corporate Government, 84 Columbia Law Review 1145 (1984), copyright Columbia Law Review Association, Inc. T I Ogowewo. The inequality in takeovers, Journal of International Banking Law and Regulation 178 (2008), reproduced by permission of the publishers, Sweet and Maxwell Ltd Dolbeck, A. Hard to Swallow: Poison Pills on the Decline Weekly Corporate Growth Report, 22nd March 2004, 1-3 Hermalin, B.E Weisbech, M.S., 1991. The Effects of Board Composition and Direct Incentives on Firm Performance, Papers 91-02, Rochester, Business-Financial Research and Policy Studies. J.H.Farrar, Business Judgement and Defensive Tactics in Hostile Takeover Bids (1989) 15 Can. Bus. L.J. 15 at 22 http://www.complianceweek.com/s/documents/DealogicGlobalReview.pdf (assessed 18th April 2011) Does Delaware Law Improve Firm Value? by Robert Daines. Journal of Financial Economics, Vol. 62 (2001) http://www.investopedia.com/articles/stocks/07/buyside_m_and_a.asp (Assessed 18th April 2011) Morck,R., Shleifer, A., Vishny, R., 1990. Do Managerial Objectives drive bad acquisitions? Journal of Finance, 31-48 http://www.cbr.cam.ac.uk

Influences in the Teaching Environment Essay -- Psychology, Behavioral

Influences in the Teaching Environment In this country, many rookie teachers do not succeed in the first two years of teaching due to poor classroom management. They have forgotten the essentials of running a smooth classroom, maintaining appropriate and consistent discipline and the overall pressures of teaching. Worst-case scenario, they never learned the essentials of classroom management. Since behavior management is one of the primary areas of concern for classroom teachers each year, it is important to learn if only the basics of classroom management and how to deal with typical behavioral issues as they arise. Learning these basics may eliminate job burnout and increase teacher survival. Harry Wong’s CD, How to Improve Student Achievement, addresses classroom management in a way that most haven’t done before. According to Wong, â€Å"all of the things that a teacher does to organize students, space, time, and materials so that instruction in content and student learning can take place† (Wong, 2003), includes appropriate classroom management, not just appearances. Wong goes into further detail of four principles in which classroom management is premised upon – communicating clear expectations to students, having an established discipline plan that states behaviors that are expected, having consequences and rewards, and having daily routines or procedures (Wong, 2003). For this assignment, I will identify ten possible negative classroom behaviors, how they influence the classroom, and how they might be changed by different applications. Negative Behavior 1. Lack of organization, order, or overall structure within the classroom. 2. Poor communication between the students and the teacher. 3. Student behavior is pre-empte... ... receive no sense of acceptance. Reference Charles, C. M. (2008). Building classroom discipline (10th ed.). Boston: Allyn & Bacon Rosas, C., & West, M. (2009). Teachers Beliefs about Classroom Management: Pre- Service and Inservice Teachers' Beliefs about Classroom Management. International Journal of Applied Educational Studies, 5(1), 54-61. Rosene, D., et. al., (2009, Summer) Would you like to be a student in your classroom? Science Scope, 32 (9) 6-7 http://library.gcu.edu:2048/login?url=http://vnweb.hwwilsonweb.com/hww/jumps tart.jhtml?recid=0bc05f7a67b1790e05ffc7b82686c1ca7acd468603eceb398af35e5 a69f3ca0f3cf48932421f8401&fmt=H Wong, H. K. (Speaker). (2003). How to improve student achievement [CD]. New York: Harry K. Wong Publications, Inc. Influences in the Teaching Environment Essay -- Psychology, Behavioral Influences in the Teaching Environment In this country, many rookie teachers do not succeed in the first two years of teaching due to poor classroom management. They have forgotten the essentials of running a smooth classroom, maintaining appropriate and consistent discipline and the overall pressures of teaching. Worst-case scenario, they never learned the essentials of classroom management. Since behavior management is one of the primary areas of concern for classroom teachers each year, it is important to learn if only the basics of classroom management and how to deal with typical behavioral issues as they arise. Learning these basics may eliminate job burnout and increase teacher survival. Harry Wong’s CD, How to Improve Student Achievement, addresses classroom management in a way that most haven’t done before. According to Wong, â€Å"all of the things that a teacher does to organize students, space, time, and materials so that instruction in content and student learning can take place† (Wong, 2003), includes appropriate classroom management, not just appearances. Wong goes into further detail of four principles in which classroom management is premised upon – communicating clear expectations to students, having an established discipline plan that states behaviors that are expected, having consequences and rewards, and having daily routines or procedures (Wong, 2003). For this assignment, I will identify ten possible negative classroom behaviors, how they influence the classroom, and how they might be changed by different applications. Negative Behavior 1. Lack of organization, order, or overall structure within the classroom. 2. Poor communication between the students and the teacher. 3. Student behavior is pre-empte... ... receive no sense of acceptance. Reference Charles, C. M. (2008). Building classroom discipline (10th ed.). Boston: Allyn & Bacon Rosas, C., & West, M. (2009). Teachers Beliefs about Classroom Management: Pre- Service and Inservice Teachers' Beliefs about Classroom Management. International Journal of Applied Educational Studies, 5(1), 54-61. Rosene, D., et. al., (2009, Summer) Would you like to be a student in your classroom? Science Scope, 32 (9) 6-7 http://library.gcu.edu:2048/login?url=http://vnweb.hwwilsonweb.com/hww/jumps tart.jhtml?recid=0bc05f7a67b1790e05ffc7b82686c1ca7acd468603eceb398af35e5 a69f3ca0f3cf48932421f8401&fmt=H Wong, H. K. (Speaker). (2003). How to improve student achievement [CD]. New York: Harry K. Wong Publications, Inc.

Analysis of A Raisin in the Sun Essay -- Krannert

"A Raisin in the Sun" Analysis Upon walking out of Krannert's production of "A Raisin in the Sun," an eerie silence drizzled about the audience as people murmured and slowly shuffled towards the exits. After witnessing such a powerful yet melancholy piece of theater work, words seemed inappropriate. For three hours, "A Raisin in the Sun" encompassed us with racial, economic, and social issues of the 1950s. Swirling portions of humor, disgrace, pride, and sadness into a smooth blend, the play developed many twists and turns that kept the audience and myself completely alert. Throughout the three acts I could feel the audience, as well as myself, totally devoting themselves to the play. But after taking a step back, the play proved to produce much more than tears, gasps, and laughter; it created a new perspective of African American lifestyles in the 1950s. When my father and I first settled in the theater, I immediately scanned the crowd. On the way to the production I envisioned, as superficial as it may seem, an auditorium crammed with African Americans and college students. But to my surprise, the majority of the playhouse flooded with middle‑aged Caucasian people. With suits and dresses on, clearly they were financially well off. On the contrary, I only observed a few African American people. I expected that more African American families would attend a play that pertained so relevantly to their past. Nevertheless, the demographics still posed an interesting point about who goes to these plays. As a side note, I also observed many young children there. I thought this reflected well of the parents/guardians who brought them. It thoroughly proved to me that adults willingly want to teach their children, whether they... ...n in the 1950s. Sure, I studied the 1950's racial problems in grammar school, but it was a thoroughly different experience when told as an appalling story of discrimination. Noting the difference between my father and I, it clearly shows how times have changed for the better in our society. Overall, "A Raisin in the Sun" affected me in an enormously positive way. The contents of this essay do not even touch what the real experience was like. It not only provided an insight into a family's life in the 1950s, but also shaped a window into their personal lives. Spanning over only a couple of weeks, the play powerfully dove into the details and drama of the Younger's lives. With talented theatrical performances and a wonderful script, "A Raisin in the Sun" gave the audience much more than just an insight into the lives of African Americans, it let the audience live it.

Family Traditions Essay -- Personal Narrative Writing

It was going to be a bad Christmas. Nothing could be done to salvage it. The little tree (the only one we could afford) was bare, surrounded by its fallen needles. The Christmas presents were not much; Santa did not have the means to give the children what they had on their Christmas lists. It was going to be awful, the season of joy and giving was corrupted, nothing in the tiny apartment even resembled Christmas. The little, dead, bare Christmas tree was prophesying what the season would really bring that year to the family, almost nothing. How could they save the holiday? It seemed almost hopeless, but it turned into my family’s most loved and fun family ritual. To this day, I cannot remember a Christmas morning where Santa did not fill the entire living room floor with balloons. Every Christmas morning my family wakes up to a jungle of balloons; long skinny ones that look like baseball bats, the regular round ones, some that have a special design on the rubber, and others that are so tiny we do not notice them until we hear a big bang when we accidently step on them. This Christmas tradition is the one that saved Christmas back when I was really young. My parents, in an effort to save the holiday, had rushed to the local corner store and bought some balloons. The balloons were cheap, took a long time to blow up, and made that Christmas and every Christmas after that so much more exciting and fun than if my parents had been able to afford all the gifts we had on our list to Santa that year. I have always known that spending time with your family is important, but I never had a testimony of its importance in my life. When I read the words â€Å"wholesome family recreation† in the ... ...nce because when he was there we knew of our importance to him. Morning without prayer is not completely; those prayers helped me learn the gospel. There are so many benefits to wholesome family recreation that go unnoticed underneath all the fun. Before I started researching this topic, I did not think that having a testimony of recreation could be possible; testimonies were about tithing and the atonement. Now I realize that family traditions and rituals are an indispensable aspect of family life. I can say that I have a testimony in the importance of wholesome family recreation. When I start my own family, I want to continue and build new rituals so that we can build lasting and meaningful relationships. The Proclamation to the Family is incredibly insightful, who would have thought such a minor thing was really an ingredient to having a successful family.

Discrimination towards Asians Essay

The expansion of America was a realization within the political and financial elite that there is a need for America to create markets in foreign countries for the American goods. By the turn of the 1890s there was a lot of surplus in goods that we need to penetrate overseas markets to address under consumption and economic crisis. The United States was under the premise that the countries with the largest navies and military force would eventually inherit the earth (Zinn, 1942). Before the election of President William McKinley he said that the American people needs overseas market for the surplus products since the American soil and factories are producing more than what the American people needed. This surplus should be of the advantage of the country since it will bring commercial supremacy. This supremacy led to the expansionist view in politics and even in the naval forces. President Roosevelt created propaganda for expansion in the 1890s together with other political elites who share his expansionist standpoint. Roosevelt was perhaps the greatest expansionist of his time. He was up to penetrate Hawaii, Philippines and China. In 1898, 10% of American goods were sold in the foreign markets which amounted to billions of dollars. By the year 1895, the foreign investment of American Capitalists has reached billions of dollars especially in the steel industry. This further fanned the need for the American capitalists to create overseas markets and this made engaging in war an option. As in the case of Philippines, the conflict between the Spanish conquerors and the Filipino rebels paved way for the intervention of America in the guise of â€Å"generosity†. In 1899, the American government under the presidency of William McKinley sent troops to the Philippines to aide the Filipinos in fighting their war against the Spaniards. Mckinley states four reasons on why he decided to colonize the Philippines. The first was he can’t give the Philippines back to the Spaniards. Second is that he can’t give the Philippines to the French. Third is that he thinks that the Philippines is â€Å"unfit† to govern for themselves and the forth is that he has no choice but to â€Å"adopt† the Filipinos and â€Å"civilize† them (Zinn, 1942). By the term â€Å"civilized† and â€Å"unfit† he was under the notion that Filipinos are savages, uneducated, and unscrupulous. This only shows that even the president of a democratic country thinks lowly of a race that has endured 300 years of oppression and was courageous enough to ouster a government as strong as Spain. The country was under the Spanish rule for more than 300 hundred years and the Filipinos were craving for freedom. The Filipinos under the leadership of Emilio Aguinaldo were gaining much power at that time and some historians say that the Filipino people could have won the war without the American intervention. Since the Americans came on cue, just as the war was supposed to end, America took all the credit and branded themselves as heroes and liberator of the country. This scenario is similar to what the United States did to Cuba. When the Cuban rebels sought help from the United States, they sent American troops instead of financial resources (Zinn, 1942). When the Spanish colonizers where defeated, the US did not recognize the efforts of the rebels and took over Cuba. Before the US freed Cuba, they made sure that Platt amendment will be added to the constitution giving the US rights to intervene with the Cuban government. Some US bases where also retained and the Cuban market was remained opened to American exports. In the case of the Philippines, US intervention came in together with education, clothing, healthcare and other basic necessities that were deprived by the Spaniards. Since the Spaniards aimed to suppress education among Filipinos and keep them dependent to their regime, the â€Å"Education for everyone scheme† of the United States was a hit for most of the Filipinos. However the struggle continued for those who seek real independence (Grey, 2003). The expansionist point of view of Americans towards the Philippines was regarded as acts of robbery and oppression by a black soldier designated in the Philippines. It was a bloody war as news articles and journals of soldiers revealed that they shot Filipinos like â€Å"rabbits† including the women and children who were helpless (Zinn, 1942). Discrimination in the political system was also evident since only the Americans hold office and Filipinos where kept at the lower offices of the political structure. Similar to the faith of those non-whites, the Filipino people where discriminated even in today’s society. Due to economic reasons a great percentage of Filipinos are now working abroad as domestic workers. Blue collar jobs such as domestic helpers, construction workers, waiters and etc are the most common employment for Filipinos residing in the United States (Manalansan, 2003). Because of this, stereotypes where based upon the assumption that Filipinos are uneducated and are capable of doing only menial jobs. In fact, in a British dictionary the meaning of the word Filipina is â€Å"domestic helper†. This may be attributed to the fact that 90% of Filipinos working abroad are females. However, we fail to see is that a large percentage of these Filipino workers have a college degree and are in fact educated. Sociology dictates that since Filipinos have been subjected to three colonizers (Spanish, Americans and Japanese) they are by nature patient, enduring and industrious. Thus, doing menial jobs are sacrifices they are willing to make just to alleviate their families current economic status (Manalansan, 2003). Today, the Philippines is the worlds major exporter of manpower especially in health care. Filipino nurses and care givers pride themselves as pioneers in their craft and the country even hails them as the present day heroes. However, when they set foot on the foreign soil, that pride turns to discrimination. Though they are well capable and well trained in nursing, skin color often hinders them from being treated the same way as that of the white nurses. A quote from the TV show Desperate Housewives uttered by Teri Hatcher says: â€Å"Okay, before we go any further, can I check those diplomas because I just wanna make sure that they’re not from some med school in the Philippines. This only supports the fact that Filipinos are still caught under the stereotype that they are incapable and are discriminated upon (Salanga, 2007). In comparison to the African-Americans, Filipinos experience greater amount of discrimination due to the fact that they are smaller, second is the portrayal of the Philippines as a country of terrorists, third is that they are uneducated and forth is that most of them don’t speak good English. But unknown to most Americans is that there is a thriving business of call centers in the Philippines which started in 2000. When we dial customer service and ask for help for a certain product, we might be seeking advice from Filipinos that we discriminate against. The thing is we don’t even notice that they are Filipinos by the way they speak. They are proficient in English and are able to address of plights properly, hence, the notion that Filipinos are dumb serves as an irony. In call centers, we ask for help from Filipinos and not the other way around. At present the Call center industry in the Philippines captures 20% of the world market share in call centers and the Philippine government aims to get 50% of share by the year 2008 (Ortigas Online, 2007). Filipinos today face what sociologists call double jeopardy. Because Filipinos are discriminated, they have difficulty of finding good jobs. It is estimated that a majority of Filipinos in the United States today are still holding blue collar jobs though some of them have white collar jobs. Some have even made it big time in the United States just like the lead singer of the Pussy Cat Dolls who is a Filipino-American (Ezugwu, 2007). Though some have made it up in the economic ladder, Filipinos still comprise the majority in service sectors jobs in the United States. Their poverty reinforces their minority status. Thus, the so-called â€Å"ladder of discrimination† as what sociologists call is also reinforced. Filipinos have the difficulty of upgrading their status by economic means because of these stereotypes. Thus, white Americans always associate Filipinos with poverty, terrorism, violence and ignorance. This then hinders them from alleviating their status and making their chances at getting high paying jobs a lot slimmer as compared to the whites. However, when I check the web and type â€Å"Philippines† in the search box it is amazing how it differs from what the media is projecting. As a country the Philippines has wonderful places and beautiful culture. They are deeply rooted to their religion and values which make them generally warm and happy individuals (Tope, L. & Nonan-Mercado, 2007). Their history with the Spaniards taught Filipinos how to be industrious and enduring as they were colonized by Spain for 300 years. These characteristics of Filipinos show in their approach to their work here in the United States. I think the fact that they are willing to occupy menial jobs that most Americans would shun is a manifestation that they are hardworking people. Perhaps it is this realization that led to further acceptance to the Filipino culture and the Filipino people. In the United States there are Filipino communities in every state (The Filipino, 2007) and a lot of Americans prefer to have Filipino wives saying that Filipinos make a loving wife and mother. The country also has a strong president as of pres time and aims to renew the image of the Philippines as a country filled with communists. President Gloria Macapagal Arroyo wasfeatured in the Times Magazine for the second time and was hailed as one of the most powerful women in Asia (Spaeth, 2001). Since she is very stern in her fight against terrorism the Philippines and the Filipinos are beginning to portray a wonderful picture in our minds. In addition to that, society has become more lenient as to the case of racism. Many citizens are now aware that skin color or race does not limit a person’s ability to do his job properly. Filipinos, much like the other minority groups should be given the chance to grow and show their abilities. The growing popularity of snit racism and equality has made some impact on the way Filipinos are treated, however it is not yet evident in most cases. Reference http://www.commondreams.org/scriptfiles/views03/1117-11.htm

Moving to America

MOVING TO AMERICA Do you know moving could be a very traumatic and scary experience for a child? When my mom decided to leave Trinidad and Tobago to pursue her Master degree, I don’t think she realized the impact it would have on me, knowing that you are moving to a whole different country is a big pill to swallow at the age of 14 years old. Me and my mom was having dinner when she broke the news that we were moving to America I remembered that day like it was yesterday I felt like my heart had hit the floor I had mix emotions I was just numb I didn’t know if to be happy, sad or angry.After the news was broken to me everything that I loved flashed before my eyes my friends and my family. I was in high school at the time of our planning to move so I knew I would have to make new friends which is very hard for me because am very shy and soft spoken. But I knew in my heart my mom was making the move for us to better herself and to provide a better life for me and my brothe r. Leaving my country where I grew up and where all my family and friends were really saddened me.Trinidad and Tobago is two islands that makes up one country I lived in Trinidad is the place I call home. It’s a beautiful island in the Caribbean its hot all year round and it only has two seasons the rainy season and the dry season. I absolutely enjoy the weather but at times the heat can be very scorching and unbearable, the beaches are amazing white sands blue waters I remember when my best friend and I would go to the beach on Sundays and spend the whole day. So the day before I left which was a Thursday, which meant I had school.My teacher gave a farewell speech telling the class I was leaving and today would be my last day my Best friend Adanna broke into to tears so did I was an emotional wreck because we have been friends since age 5 we did everything together. So when class was over we walk to the bus hugging each other and cherishing our last moments together and then she told me she have a present for me. When I opened it was a letter that consist 10 pages and a framed picture of me and her at age 8, I was so grateful that she gave that to me I told I would keep it close to my heart. At 14 years we jetted to Colorado the flight took about 8 hours to arrive.I arrived in Colorado my body was in shocked of how cold it was coming from a country that is warm it was snowing heavily. I was so excited because I have always dreamt of wanting to see snow and on the first day of my arrival to America I saw snow I just thought to myself how lucky am I, I just smiled to myself. So a taxi cab came to pick us up at the Denver International Airport my new home was located in Colorado Springs it was an hour and a half away. On our way to Colorado Springs I couldn’t see the landscape or anything because everywhere was covered in snow so I just laid back and enjoyed the ride.When we arrived at our new home I fell in love with our new townhouse home it was new, hardwood floors, a tall ceiling it was just marvelous. My first night in my new home, a new country and a new neighborhood felt pretty weird I felt so out of place like I didn’t belong. I woke up the next morning feeling pretty lonely the house was quiet it was just not what am use to because back home in Trinidad we were living in a house with my grandparents and my other family members like my cousins and aunts so the house was always noisy.My mom came in to my room to tell me to get ready we are going grocery shopping I was a little excited I must say just to be out. So we went to the grocery I was so amaze on how big it was and all the different selections of foods items there was to choose from. After grocery shopping, my mom stopped at her school Colorado Technical University to do some finishing for her registration to start to attend school for the Spring Semester. The following day I had to register for school because it was nearing close for the spring school t erm to start so we went to the North Middle School to sign me up.I so nervous when I enter the doors of North Middle School I was so overwhelmed and I hadn’t even started school as yet it was just to register me. So January 9th rolled around that was the beginning of school it was the most traumatic and scary experience ever so many thoughts were running through my mind would I make friends, would any of the students laugh at my accent when I speak. The diversity of the students at the school with all different culture backgrounds was a lot to take in but I was eager to learn about them.I went to my first class it was my Algebra class my teacher was Mr. Brice, seeing as it was the first day of school he suggested that we stand up and introduce ourselves to the class. Everyone stood up and introduce there selves and then it was my turn I started sweating bullets I was so nervous so I stand and these was my exact words â€Å"Hi am Ariane and am from Trinidad† one the cla ssmate laughed at me I felt so hurt I wanted to cry right then and there but I had to hold my composer.When the bell rang for the class to be over there was this one girl her name was Desiree came up to me and told me my accent was cool and she liked it. We became great friends from then so my school experience wasn’t as bad as I thought. When I got home from my first day of school, I laid on my bed thought to myself today wasn’t a bad day at all I can get use to this. But then I started to think about back home and I felt so empty and lonely and I missed everything my family and best friend.After spending 7 years in Colorado, my mom completed her degree and got an incredible job opportunity she was ecstatic I was to, then she told me we had to talk every time she said we have to talk I knew there was some bad or disappointing news she was going to tell me so I took a deep breath and asked â€Å"What is it mom? † she replied and said â€Å"We will be moving to New Jersey† I screamed out in excitement my mom was shocked at my reaction and she had a puzzling look on her face. She asked me â€Å"Aren’t you sad you are leaving Colorado† because she knew how sad I was when we left Trinidad I quickly responded â€Å"No†.I was excited to leave Colorado although I did develop a friendship with Desiree, I wanted to be close to family and New Jersey was the place for me because I have lots and cousins and aunts there. Moving to a whole different country has made me into a stronger person and has broadened my horizon to different cultures, atmosphere and opportunities. It also allows me to see and experience life in a new and different way. My mom has taught me that once I put my mind to anything I can do it. Because she went to Colorado without knowing anybody there and we conquered it together. Test: â€Å"Study Guide Algebra†