Business Communication Essay Example

Business Communication Essay Example Business Communication Essay Example It is essential that every country during its development has identified the main sources usage of which can give it competitive advantage in the world market. Thus, it is essential to understand why some product are being principal for one country and do not have such principal status among others, why these products are making the country being the competitive. Thus, the main statement of the current project is to understand what the country’s principal products are. Such research will bring the full understanding of the significance and strategic meaning of the products that are being principal for the particular country. The main limitation of the research is connected with the today’s extensive development of the technologies and particular sphere of business is being the principal for every country around the world. There are also the set of the business that are important for every country and in this basis most of them starting to affect the potential competitor using different strategies, for example, export or import barriers. In order to answer the stated question it is necessary to research the economics of the particular country, analyze its exports and imports, through the data analysis understand what products are being principal for the country. First of all, it is necessary to identify the set of products or services that are being the most valuable through the data analysis. Then, it is necessary to assess the GDP and the part of the GDP that the particular range of products set. Also it is necessary to pay attention why these products are being principal and not others: I. The analysis of the GDP A. The analysis of the GDP exports in 3 year B. The identification and analysis of the principal products of the particular country II. The principal products analysis A. The analysis of the fact why these products are principal for the particular country B. The analysis of the potential products that can become principal for the particular country III. The opportunities country has A. The analysis of significance of these products for other countries B. The analysis of the market trends for the potential products that particular country can offer Visit our custom essay writing service to get professional writing help from experts hired to help students with academic paper writing.

Strategic Role of Human Resource Management Assignment

Strategic Role of Human Resource Management - Assignment Example A good place to start this was in the business of home textiles, as the firm successfully established its first renowned brand in the home textiles market in Turkey. Earlier in 1990s, the firm managed to engage itself in the business of electronics after acquiring Vestel Electronics. Zorlu aimed further to expand by taking the plunge into the energy sector in 1996. After ten years, the firm started to initiate another business in the real estate. Today, in Vestel Electronics alone, Zorlu is employing more than 15,000 people, and having 1,050 sales points and 400 after-sales service centres. Having almost 50 companies, Zorlu has now become home to around 30,000 employees who manage to work with the company for the future of providing highly improved quality of life for all. Prior to the actual recognition of potential applicants who would make it through the entire recruitment process, the Zorlu Group is adhering to its policy to select the human resource having a heart to live in its core values. On its website for its Human Resource Policy, the firm states, â€Å"We expect every employee to commit to our group’s shared values† (Zorlu Holding, 2013). This shows that Zorlu would want to become effective in employing its corporate culture and strategy by making sure that the human resource has the adherence to its core values. After passing the tests, the successful applicants would proceed to series of at least 2 or 3 interviews with the HR or the executives in relevant departments who would initiate at some point a competency-based interview (Zorlu, 2009). Those who would make it all the way from the general tests to interviews proceed to offer stage. This is the final part of the recruitment process where the applicants would receive employment contracts if they accept the offer (Zorlu, 2009). This process is a clear indication of optimising the human resource’s potential contribution for organisational benefit (Compton et al., 2009). This also paves the

Differences between bourbon, scotch, and whiskey Research Paper

Differences between bourbon, scotch, and whiskey - Research Paper Example With the increased popularity, there was major attention from the Scottish parliament which led to major taxes on malt and the end products by the 17th century. These taxes led to the distillers to go underground for their operations. Even so, the business was high. The name ‘Whisky’ has been derived from the word gaelic uisge (usky, which went on to be mispronounced as whisky) – meaning ‘water of life’ (Heart of Scotland). Scotch Whisky is renowned for the fact that they are made only in Scotland. Whisky that is made in Scotland alone have the patented right to be referred to as ‘Scotch’. Also, the Scotch Whiskies are single malt and these are known for the smoothness and the style of distillation. The development process of Scotch Whisky is labor oriented and generally involves a high level of craftsmanship for the development of the end product (Whiskey.com). Whiskey links back to the migration of Moors in Western Europe however Bourbon Whiskey is relatively a much more recent version of Whiskey. This originates from Pennsylvania and the key ingredient here is ‘rye’. The drink started using corn as the primary ingredient once the brewery was moved to Kentucky. This was the birth of bourbon. It is important to realize that all bourbons are whiskeys however not all whiskeys are bourbons (Denison). There are a number of different variations that are used for the production of Bourbon. Of these the most commonly sold in United States includes sixty to seventy percent corn mash. However in most of the processes a little rye is added as well, as it provides the distinct flavor and spice. One of the most well known brands across the world, i.e. Jack Daniels has always been confused with bourbon; however there is a vast difference in the ingredients and the development process . The main differences is owing to the fact that Jack D aniels is charcoal filtered and goes through sugar – maple charcoal prior to the barreling process

A Clockworkwork Orange (1971 movie) Essay Example | Topics and Well Written Essays - 500 words

A Clockworkwork Orange (1971 movie) - Essay Example Besides, the director makes use of the characters as his mouthpiece to communicate with the viewers. Thesis statement: An investigation to unearth the scope of the problems faced by human beings, within the film A Clockwork Orange by Stanley Kubrick. Plot summary The plot revolves around the protagonist Alex DeLarge, who is an outlaw and a member of a gang involved in anti-social activities. The film unveils the near future social life in London. But Stuart Y. McDougal states that â€Å"When A clockwork orange appeared in 1971, it was attacked as an unmediated celebration of the violent young self, as a provocation to youthful viewers to imitate what they saw on the screen† (19). As pointed out, Alex represents the gangs in London. After stealing a car, Alex attempts to rape a lady. This incident distracts the members of Alex’s gang but they are helpless to revolt against him. This encourages Alex and leads him to further crimes. At last, Alex was sentenced to lifetime imprisonment (say, 14 years). Within the prison system, Alex was forced to undergo experimentation to reduce social crimes. The Ludivico technique of conditioning, under the supervision of the Minister of the Interior transformed Alex to a new individual. This is the core aspect of the film A Clockwork Orange by Stanley Kubrick.

Case Study Career Aspirations Analysis Education Essay

Case Study Career Aspirations Analysis Education Essay A career is a job market as well as of the individual career seekers interest and skill. By examining the job market, those interested in careers can learn what jobs are available and in demand now and what jobs will be available and in demand in the future. Career in essence is a series of related jobs towards the fulfillment of a set of individual goals that provide a sense of satisfaction and accomplishment. My career aspiration is be to be a General Manager. To fulfill my needs, I have to do a lot of thing to get it. There are four general individual characteristics affect how people make career choices, which is Interest where they believe match their interest, Self-image where an extension of a persons self image as well as molder of it, Personality which is personal orientation and personal needs and lastly Social backgrounds which is social economic status, educational and occupation level of a persons parents. Yes I choose my career from this characteristic. I believe in myself that one day Ill be general manager. This is because my believed is really matched what I want to be in future. The type of company that I would like to work is in a international company. It because by working there I can challenge myself to achieved my goals. This has been a aspiration for me since Im small to be general manager. This is because most of my family members are working in high post in a big c ompany. So I said to myself that one day I also want to be like them. I knew something about this high post general manager from my family members, they told me and teach me some important. I have choose this because I want my personal looks to be formal, in a very standard way. By working in this area I can gain more knowledge  because of the rapid change and growth in the business where most business is going global now days. In that, I also can gain more profit faster if the business that Im doing is successful. According to John Hollands theories, the personality types and working environment has been divided into six types which is realistic, Investigative, Artistic, Social, Enterprising and Conventional. Investigative gives more interest in intellectual activities where it must be a idea and theories for someone who does a work. Enterprising is a type concerned with action and with achieving result through other people, enjoy leading and persuading for an entrepreneur and representative. This both theories really suits me because I have the criteria in it. Besides that, Career Anchors by Edger Schein function also had suits me. This career wants a person perception about his or her own talents, motive and values tended to evolve into a relatively stable pattern. Identifying ones area of contribution in the long run, this has inspire my career in working in a managerial role. I also like to learn more than one thing after fully understanding the first thing. I like to move forward every ti me and gain extra knowledge in new field. I strongly decided that this field that Im choosing for my career is well suits with my personality test. In that test my result is ENFJ. I really concern about myself when Im out with people because Im harmonious. Im very respect person, harmony, and loyal to thing that I do. I will take a risk to do job, because I want to achieve my goal and I know I have to take a risk. If I really cannot take it something that has fail my success I will regret it and will ignore it. I know by doing that I can try for second time. But it will be a bit had for the first time to hear the truth. I will be happy if I get to create something new where it can give me a lot of profit in my life. Im also ready to hear about others problem because I have the ability to solve problem. Sometimes I will confused whether which decision shall I take, but after reading all the thing carefully I will take my decision, and I wont follows others in that. 1.2 Skill Required When choosing an occupation it is very important to be skillful. Skill can be divided into basic skills and related skills. When talking about related skills we can discuss on the skills that are related to the specific job. Basic skills that are needed to be in a job can be similar to one another but will different when it comes to carrying out a specific task. The basic skills that have in myself is athletics. I can do coaching, team sport and individual sport. I have a football skill. I start coaching long time ago by helping my school teacher to train his team. Other than that, my communication skill is very good. My grammar, speaking style, listening and writing is also good. I practice my listening from other people talk and talking on phone and also talk good English to all my friends. This is how I practice my communication skills. A outdoors activities skills like farming and animal care is my aspiration skill. I learn farming from my dad, in he will always do farming and I will help him and from here I got the skill. The related skill that I have choose to be General Manager is organizing, making decision, managing time, solving problem, leading and owing or operating a business. I used to make own decision at times at college. Its like a group of my friends planning something and I will make a decision and they will listen to me. I will be on time if I go out. I want to be a good time making if I go out. This will practice me when I start my work in future. Solving a problem is my main concern, because I used to solve many of mime and my friend problem very well. I dont this to be happened very often in life. Sometimes I will lead my brothers business, he will tell me what to do and not. Im creative in making idea and very imaginative. A skill of a General Manager can be more diverse and be more general in nature to classify in any area of management or administration. The other skill that may see of a General Manager is personnel, purchasing, or administrative services. In some organizations, the duties of general and operations managers may overlap the duties of chief executive officers. By looking at these related skills of being General Manager it is seen that I have to improve and develop myself so I could achieve my career development goal and aims in future. When being a General manger it is very important for an individual to be knowledgeable and wide thinking so in any consequence the companys growth will not decline. 1.3(a) Strength Looking at my strong educational background, I have completed my Foundation Studies in Business 1 year ago and now Im doing my degree in International Business. From here I have the knowledge of the theories which I have studied for foundation. I can contribute my knowledge to others because I have the strength to do so. Below is my strength: Very punctual Creative Able to do something without anyone help Understanding in everything Friendly to everyone Very hardworking Good listener Good in creating Ideas Brave in doing anything Good in resolving problem Good in handling problem Good in giving Counseling Maintain thing well Managing time Tolerant Being a good group leader Looking at all my Strength, I have done everything at above and I know that I can do that. this is because being a good group leader can bring me to the top of leader board for a management. I can handle and solve complains, diversify works to my members, being patience and also calm down any serious situation. This is the most important characteristics needed by a good group leader. I know from here becoming a group leader will bring me to success when I become General Manager. A General Manager also will have all kind of this job working together and gain more things from it. In college, a task I given to us by our lecture and we need to choose 1 group leader. They had selected me as group leader because I have the ability to work hard, to things together, and also can solve problem if my members dont know. Other than that, I can be a good listener, member will talk and I will listen to them. Punctual is the key word, I used to be very early and will push my friends to reach at col lege early to start our work, and they listen to me. This is because Im the group leader so I feel proud and this will happen when I become a General Manager. 1.3(b) My Weakness Like to do things very fast without knowing it Language Problem Do work at last minute Take things easily My main weakness is my language problem. At college when I talk to Chinese student from China, they wont really understand English. They can only speak in Chinese language. This is what my main problem, because it might give an effect to me in future when Im dealing with customer. To solve this problem, I have to start learn English. In order for me to communicate with them, I must take sometimes to get to know them well. Section 2 Experience 1: Working After finish my SPM (secondary educational level), I worked at my uncle office as admin officer. I worked there for almost 4months before joining Stamford College. My work at first is to check all the old report and then have to clean it up. It was fun working at that way. After that I has given a task to work out with 1 employee regarding about his work. From here I really gain a lot of profit knowledge. Although I dont have knowledge about the work Im doing, but I had been guided by my uncle. Microsoft word and excel is the main subject for my working period. I have to list down the company rough account with guides from my uncle. I learn how to improve language while working, my computer skill been improve and also has solve a problem without telling to my uncle. It really gave me the exposure of office life where it increases more interest to remain in this particular field where I can actually prosper. During my working period I learn a lot of thing and it has gave me a working life style. Dress code everyday must be formal and its like a practice for me in future. When we study we dont exactly get the picture of working life. I learn to be more responsible where it really help me to organize myself. By learning all this skills I can always improve my skills because it is very important at least to have this basic requirement. For my working experience, this has gave me roughly idea how to manage myself and this can help me to my future career aspiration as a General Manager. Experience 2: Student As a student I have learn how to do my assignment without others help, exam, presentation and group project. Every subject at college has a task of assignment to do. This is given to student is because, they want student to learn doing things together and in group. For assignment, I will do research in web and find details about the task. Exam is where we will train our self to see how far we have learnt something during a certain period. From here will really push our self to achieve a good goals of mark. Presentation will be done in a group in my college. We will communicate between friends to do a work. Group project is where all members will sit together and complete a task together. This work as student is testing how far we can do something with individual and with friends. Exam we get to learnt how to write, think, how to organize something and how to manage our time management by reaching before the exam start. For assignment I learnt how to do research on net, analysis and do work in computer. Presentation I learnt oral studies with my group members about how to do, complete and research for the work. Group project is to see our team work. I was the group leader and I see that team work in my group is very well going. Experience 3: Society/Activity Final experience that I want to share is when I became a captain for my futsal team in college. From here I learnt a lot of thing about how to manage things carefully. Im a vice president of badminton club in my college. Being a team captain for my futsal team is very hard task. I learnt how to make strategies and manage my team while playing on field. Vice president works is enjoyable because I been very friendly to everyone who just join the club, get to give my experience to the junior who dont really know how to play and manage my work with arranging all the student info in details. Section 3: Objective 1 The first objective that I want to set is to find part time job on my semester break. To gain more knowledge of working style is my main target and how to solve things easily. The action that I have to take is to search job in internet and newspaper. I will do this in this 2years time because I have 2 more years to go to complete my degree. Objective 2 My second objective is I would like to set to learn Mandarin. This is because I want to improve my listening and speaking skills in this language. The actions I have taken to improve in this language is by attending for the language classes. Other than that, even to improve faster, I will start to mix around with those who have knowledge about this language. I will attend for this class during my semester break. The class will be on every weekend only for 2hours. I want to do in weekend because I will be busy on weekdays because I have classes to attend. Objective 3 My final objectives is to learn about computer programming which is basically gives more importance to internet usage. I want to learn this because computer programming is very important in today s world. To do so, I have to attend for classes in order to get the specific knowledge about using the internet. I will ask any of my friends to recommend for me a better centre that offer this program or else I will ask my brother to teach me because he is good and have experience in computer programming. I will tell my brother to give me a class for this computer programming every day for 1hour because Im staying with him. Curriculum Vitae Ravinder Singh Toor Current Address: Main Address: 88, Jalan 14/15, Section 14 958, Lorong Anggerik Kanan 3,58000 Petaling Jaya, Bandar Sunggala, 71050PD,Selangor Darul Ehsan. Negeri Sembilan. Tel: 016-6560217 DOB: 4 APRIL 1989 E-Mail: [emailprotected] To fulfill all the needs that a company want and will come up with great ideas to bring the company into a upper level of successfulness. Education 2008-2011 Currently doing my Degree in BA(Hons)International Business Average point for Year1: 66% Module: Introduction to Economics, Governing Business Activities, Accounting and Its Regulatory Framework, People Organizations Management, Marketing Principle and Practice, International Entrepreneurship. 2006-2008 Foundation Studies in Business(FSB) at Stamford College. 2002-2006 Sijil Pelajaran Malaysia(SPM) at Sekolah Tinggi Port Dickson. Experience 2005 Work part time as Waiter. 2006 Work at Damai Jaya Shipping Trading as admin. Academy/Society Sport- Football captain (2008-2009) Badminton- Vice President (2009) Toast Masters member Interest Like working in a area where I can develop my experience and learn new thing. Skills Good in Microsoft Office, Excel and Power Point. Good in handling and solving problem. Language- Excellent English and Bahasa Malaysia.

The Bluest Eyes Essay -- essays research papers

A Search For A Self Finding a self-identity is often a sign of maturing and growing up. This becomes the main issue in Toni Morrison’s novel The Bluest Eyes. Pecola Breedlove, Cholly Breedlove, and Pauline Breedlove are such characters that search for their identity through others that has influenced them and by the lifestyles that they have. First, Pecola Breedlove struggles to get accepted into society due to the beauty factor that the norm has. Cholly Breedlove, her father, is a drunk who has problems that he takes out of Pecola sexually and Pauline physically. Pauline is Cholly’s wife that is never there for her daughters. Pacola is a little black girl has a hard time finding herself. Brought up as a poor unwanted girl, she desires the acceptance and love of society. The world has led her to believe that she is ugly and that the epitome of "beautiful" requires blue eyes. Every night before she goes to sleep, she prays that may she wake up with blue eyes. The image of "Shirley Temple beauty" surrounds her. In her mind, if she were to be beautiful, people would finally love and accept her. This idea of beauty has been imprinted on Pecola her whole entire life. Many people have inscribed this notion into her. Her classmates also have an effect on her. They seem to think that because she is not beautiful; she is not worth anything except as the focal point of their mockery. As if it were not bad enough being ridiculed by children her own age, adults also had to mock her. Mr. Yacowbski as a symbol for the rest of society's norm, treats her as if she were invisible. Geraldine, a colored w oman, who refused to tolerate "niggers", happened to walk in while Pecola was in her house. By having an adult point out to her that she really was a "nasty" little girl, it seems all the more true. At home she was put through the same thing, if not worse because her family members were the ones who were supposed to love her. It was obvious to Pecola that her mother preferred the little white girl of the family that she worked for over her. One day as Pecola was visiting her mother at the home where she is working, Pecola accidentally knocked over a blueberry pie. Obviously burned by the hot pastry, her mother completely ignored Pecola's feelings of pain and instead tended to the comforting of her white "daughter". For a ... ...es. The more time she spent with her own black family, the more time she realized how ugly, poor, and unworthy they were. In coming upon this realization, Pauline has a decision to make. She could have stuck with her biological family, continued to be unsatisfied but be accepted as an equal, or she could completely give up on her own family and devote all her time, energy, and love on her white charges. However she fails to realize that by committing herself to a servant's life that's all she will ever amount to be - a black servant in a white world. Pecola's search for identity was defined by her everlasting desire to be loved. Her purpose in life was to be beautiful and as a result of that to be loved. Her family and community made it impossible for her to ever be sanely content. Cholly's family (or lack thereof) and his community as a boy ultimately influenced the way he was as a man. Their effects on him molded his personality and as a result influenced his identity. Pauline’s confusion whether to love her family or the white family that she works for leads her to not caring that much at all. She realizes that whoever she ends up living with will not change who she really is.

Company Law Essay

It has been a long established principle of Company Law that the corporate personality is a separate legal entity distinct from its members. (Salomon v Salomon & Co. (1897) However, there are circumstances in which the courts might find it appropriate to dispense with this principle and ignore the principle of separate corporate personality by ‘lifting the corporate veil’ so to speak. Yet, the courts have not been as prepared to pierce the veil of the corporation as they have been to protect it. Salomon v Salomon & Co. gave birth to the separate legal personality of the corporation. In this case, Mr. Salomon, who was conducting business as a leather merchant formed a company which he called Salomon & Co. Ltd in 1892. His shares were distributed among his wife and children, each of whom held one share each, for Mr. Salomon. This was necessary at the time because the law requires that the company consist of at least seven shareholders. It is also important to note that Mr. Salomon was the managing director of the company. (1897) Salomon & Co. Ltd. purchased the leather business which Mr. Salomon estimated to be worth 39,000 pounds. Mr. Salomon based this valuation on his view that the business was bound to be a success rather than the actual value at the time of purchase. The funds were paid as follows: 1) 10,000 pounds worth of debenture stocks leaving a charge over all of the assets of the company and 2) 20,000 pounds in 1 pound shares and 9,000 pounds in cash. At this juncture, Mr. Salomon paid off all of the creditors of the business. As a result, Mr. Salomon held 20,001 shares in Salomon & Co. Ltd. and his wife and kids held the remaining 6 shares. Also, as a result of the debenture, Mr. Salomon was a secured creditor of the company. (Salomon & Salomon Co. Ltd. 1897) The leather business floundered and within a year Mr. Salomon ended up selling all of his debentures so as to salvage the business. This did not work out the way Mr. Salomon planned and the company was unable to pay its debts and consequently went into insolvent liquidation. The company’s liquidator alleged that Salomon & Co. Ltd. was nothing but a sham serving as an agent for Mr. Salomon. Therefore Mr. Salomon should be held personally liable for the company’s debts. The Court of Appeal agreed with this finding and held that a company’s shareholders were required to be a bona fide organization with the intention of going into business rather than just for the purpose of meeting the statutory provisions for the number of shareholders. (Salomon & Salomon Co. Ltd. 1897) The House of Lords reversed the decision of the Court of Appeal holding as follows:- 1) It was not relevant for the purposes of determining the genuineness of a company’s formation that some shareholders were holding shares for the purpose of forming the company pursuant to relevant statutory provisions. In fact, it was perfectly legal for the procedure for registration to be used by a person for the purpose of conducting a one-man business enterprise. 2) Moreover, a company that was formed pursuant to the regulations provided in the Companies Acts is a separate legal person and was not therefore an agent or trustee for the controller. Therefore the company’s debts were its own and were not the debts of its members. The liability of the members would be limited in proportion to the shares that they each held. (Salomon & Salomon Co.  Ltd. 1897) Salomon v Salomon & Co. Ltd. has stood up well against the test of time. In Macaura v Northern Assurance Co. [1925] AC 619 the House of Lords held that in the same way that the company’s liabilities are the company’s and the shareholders, the assets are also the company’s rather than the shareholders. (Macaura v Northern Assurance Co. [1925]) In Barings Plc (In Liquidation v Coopers & Lybrand (No. 4) [2002] 2 BCLC 364 a parent company suffered a loss as a consequence of the loss incurred by one of its subsidiaries. It was held that the subsidiary was the proper party to commence an action in respect of the loss. This rationale followed the rationale in Salomon v Salomon & Co. Vis-a-vis the loss was that of the subsidiary and was therefore that company’s liability rather than the parent company’s liability. The subsidiary was a separate legal entity from its parent company. (2002 p 364) This ruling was closely followed in both Gile v Rhind [2003] as well as Shaker v Al-Bedrawi {2003]. In Re Southard &Co Ltd Templeton [1979] 3 ALL ER 556 at 565 LJ said that A parent company may spawn a number of subsidiary companies, all controlled directly or indirectly by shareholders of the parent company. If one of the subsidiary companies, to change the metaphor, turns out to be the runt of the litter and declines into insolvency to the dismay of its creditors, the parent company and other subsidiary companies prosper to the joy of the shareholders without any liability for the debts of the insolvent subsidiary. ’(Re Southard &Co Ltd Templeton [1979] 3 ALL ER 556 at 565) Lee v Lee’s Air Farming, a New Zealand case, is another good example of the court’s reluctance to pierce the corporate veil. In this case, in 1954 Lee started a company called Lee’s Air Farming Limited. Lee owned all of the shares of the company and was the company’s Governing Director. In addition, Lee worked for the company as its chief pilot. He died in a plane crash while flying the company plane and his wife tried to claim damages via the company’s insurance scheme under the Workers’ Compensation Act. (Lee v Lee’s Air Farming [1961]) The New Zealand Court of Appeal rejected the widow’s claim that Lee was a worker within the meaning of the Workers’ Compensation Act and the case went to the Privy Council. The Privy Council found that Lee’s Air Farming Limited was an entirely different legal entity from Lee and legal relationships between the two were perfectly permissible. Moreover, the Privy Council found that Lee, as Governing Director could indeed give order to himself in his capacity as chief pilot. Therefore a master/servant relationship did exist between the two and Lee was in that respect a ‘worker’ within the meaning of the Act. Indeed, as seen in the cases discussed above the courts aggressively protect the separate legal identity of the corporate citizen. However, there have been legislative intervention whereby specific situations have been defined where it would be appropriate to pierce the corporate veil. For example Sections 213 and 214 of the Insolvency Acts make it possible for the lifting of the corporate veil in cases of fraud and wrongful dealing. (The Insolvency Act 1986 Sections 213 and 214) Section 213 is often referred to as the ‘fraudulent trading’ provision. (Dignam & Lowry 2006 Ch. ) This section arises if the court is satisfied that company carried on any of its business ventures with the intention of defrauding the company’s creditors or the creditors of anyone else. Section 213 will also arise if the court finds that the company acted for any other fraudulent reason and persons involved in those fraudulent ventures can be found liable for the company’s debts. In order to satisfy the court of the existence of fraud Section 213 requires proof of ‘actual dishonesty, involving, according to current notions of fair trading among commercial men, real moral blame’. The . Section 214 does not impose as onerous a burden or standard as does Section 213. It is not necessary to prove an intention to defraud. Section 214 applies to the period just before a company begins winding up procedures. Section 214 arises when the court is satisfied that the directors either knew or ought to have known that the company was becoming insolvent and continued to trade anyway. The director can be liable for the company’s debts in these instances. (The Insolvency Act 1986 Section 214) Section 227 of the Companies Act 1985 makes further provision for lifting the veil of the corporation. This section arises in instances where it is necessary to require the production of group members or group accounts to verify whether or not a subsidiary’s financial activity is that of the holding company. (Companies Act 1985 Section 227) The judiciary has also demonstrated a will to lift the corporate veil whenever the ends of justice desire it to be done. The circumstances in which the court will ignore the corporate veil are ill-defined and the impression is that these circumstances are developed on a case by case basis. Professor Gower said that ‘challenges to the doctrines of separate legal personality and limited liability at common law tend to raise more fundamental challenges to these doctrines, because they are formulated on the basis of general reasons for not applying them, such as fraud, the company being a â€Å"sham† or â€Å"facade†, that the company is the agent of the shareholder, that the companies are part of a â€Å"single economic unit† or even that the â€Å"interests of justice† require this result. ’ (Davies 2003 p 184) Adams v Cape Industries Plc [1990] Ch 433 is viewed by Gower and Davies as the leading case on the exceptions to the corporate veil. In the case the Court of Appeal said that it is not satisfied that the ‘court is entitled to lift the corporate veil as against a defendant company which is a member of a corporate group’ merely on the grounds that the company was used to shield a member of that group from future liabilities of the company. As a matter of fact, the Court of Appeal maintained that this was a legal right by adding ‘whether or not this is desirable, the right to use a corporate structure in this manner is inherent in our corporate law. ’(Adams v Cape Industries Plc [1990] Ch 433) The courts tend to be rather inconsistent with its position on the grounds upon which it will displace the laws protecting the corporate veil. While Adams v Cape Industries Plc was very strict in its position in favor of safeguarding the corporate veil, the House of Lords was rather liberal in DHN Food Distributors Ltd v Tower Hamlets London Borough Council [1976] 1 WLR 852. In the latter case Lord Denning speaking of a parent company and its subsidiary holdings said, ‘these subsidiaries are bound hand and foot to the parent company and must do just what the parent company says’. He went on to say ‘this group is virtually the same as a partnership in which all the three companies are partners. They should not be treated separately so as to be defeated on a technical point’. (DHN Food Distributors Ltd v Tower Hamlets London Borough Council [1976] 1 WLR 852) It wasn’t long before the courts departed from the position taken by Lord Denning. Woolfson v Strathclyde R. C [1978] SLT 159 the House of Lords took issue with Denning’s view on the nature of holding companies and the groups under them. The Lords maintained that the corporate veil would not be displaced unless it was shown that the company was a facade. (Woolfson v Strathclyde R. C [1978] SLT 159) In Trustor AB v Smallbone (No. 2) [2001] 1 WLR 1177 the court was adamant that the corporate veil would only be lifted in three circumstances. They were, 1) if the court was satisfied on the evidence that the company was a mere sham or facade, 2) the company itself was involved in some impropriety or 3) where the interest of justice required it. (Trustor AB v Smallbone (No. ) [2001] 1 WLR 1177) Earlier cases identified appropriate circumstances where the court might find that a company was indeed a facade. In Gilford Motor Company Ltd. v Horne [1933] Ch 985 the court found that the company was a facade. In this case an employee bound by a covenant not to solicit the business of his employers, left his employment and set up a company which he used to breach the covenant. The employee argued that while he was bound by the covenant, the company was not. (Gilford Motor Company Ltd. v Horne [1933] Ch 985) In another case the defendant signed an estate contract with the plaintiff for the sale of realty to him. The defendant changed his mind and formed a company, transferring the realty to the company. He claimed that he was no longer the owner of realty and therefore no bound to the terms of the estate contract. The court found that the company was a mere facade for the defendant and he was ordered to sell the realty as per the estate contract. (Jones v Lipman [1962] 1 WLR 832) The Court of Appeal identified three instances in which it would be appropriate for the corporate veil to be lifted. The court said, ‘save in cases which turn on the wording of particular statutes or contracts, the court is not free to disregard the principle of Salomon v A. Salomon & Co Ltd [1897] AC 22 merely because it considers that justice so requires. Our law, for better or worse, recognises the creation of subsidiary companies, which though in one sense the creatures of their parent companies, will nevertheless under the general law fall to be treated as separate legal entities with all the rights and liabilities which would normally attach to separate legal entities. (Adams v Cape Industries Plc [1990] Ch 433) Adams has effectively narrowed the circumstances in which the courts will intervene and lift the corporate veil. This is unfortunate since changing times together with the complex development of both the corporate structure and company law, the Salomon v Salomon & Co. rule is in reality perhaps out of place today. (Gallagher & Zeigler 1990) Although there have been times when the courts have shifted away from this ruling it remains the poster child for the criteria to be met when determining whether or not to life the veil of the corporation. The prevailing attitude is to safeguard against lifting the corporate veil. Question 2b) The doctrine of majority rule has been a long established principle of Company Law within the English Legal System and makes it difficult for minority shareholders to take legal action in respect of majority shareholder improprieties. That said, Rebecca as a minority shareholder is protected to a limited extent by the provisions of Section 459(1) of the Companies Act 1985. The development of the common law doctrine of majority rule was enunciated in Foss v Harbottle. The rationale behind Foss was that any difficulties within the structure of the company ought to be dealt in the general meetings of the company by ratification by the majority shareholders. The prevailing attitude of the courts was one of nonintervention. It would only step in if it was for the purpose of dissolving the business. The facts of Foss v Harbottle reveal that in 1835 a company, Victoria Park Company purchased land in the Manchester primarily for residential purposes. Thomas Harbottle, a director of Victoria Park Company had purchased the property and resold it to Victoria Park Company who eventually developed the property. Richard Foss and Edward Turton, shareholders of Victoria Park Company brought an action against Thomas Harbottle alleging breach of fiduciary duties in that he sold the property to the company at an inflated price. Turton and Foss also claimed that, acting outside of their powers as directors the directors had burrowed funds in the name of the company. The court held that plaintiffs had no locus standi, and that they were required to have obtained the company’s approval to commence legal action. This approval is properly obtained by virtue of a general meeting. In Foss v Harbottle, Wigram VC explained that ‘the corporation should sue in its own name and in its corporate character, or in the name of someone whom the law has appointed to be its representative. ’ It would therefore only be permissible in exceptional cases of serious abuse that minority shareholders could sue the company as a defendant. This explains the relatively strict approach adopted by the courts in deciding representative forms of actions in the guise of minority shareholder oppression. Jenkins LJ in Edwards v Halliwell explained the justification of the majority rule doctrine in Foss v Harbottle when he said ‘the rule in Foss v Harbottle, as I understand it, comes to no more than this. First, the proper plaintiff in an action in respect of a wrong alleged to be done to a company or association of persons is prima facie the company or the association of persons itself. Secondly, where the alleged wrong is a transaction which might be made binding on the company or association and on all its members by a simple majority of the members, no individual member of the company is allowed to maintain an action in respect of that matter for the simple reason that, if a mere majority of the members of the company or association is in favour of what has been done, then cadit quaestio’. This is where Section 459(1) of the Companies Act 1985 is important to Rebecca in respect of what appears to be ‘insider dealing’, mismanagement and perhaps even fraud. Section 459(1) of the Companies Act 1985 provides as follows:- Any member of a company may apply to the Court by petition for an order under this section on the grounds that the affairs of the company are being or have been conducted in a manner which is unfairly prejudicial to some part of the members (including at least himself) or that any actual or proposed act of omission of the company (including an act of omission on its behalf) is or would be so prejudicial. ’ David Partington, notes rather bluntly, that the discretion contained in Section 459 is very broad and perhaps infinite. ‘The breadth of s. 459 means that there must be an infinite range of situations in which it may be employed. Partington goes on to say that the courts have been extremely flexible in their application of the term ‘unfairly prejudicial. ’ The test for ascertaining whether or not conduct is ‘unfairly prejudicial’ is an objective test rather than a subjective one. The defendant’s motives are often times not of paramount importance to the courts. In Re Bovey Hotel Ventures Ltd. it was held that ‘the test †¦. is whether a reasonable bystander observing the consequences of (the defendant’s) conduct would regard it as having unfairly prejudiced the petitioner’s interests. The remedies are no longer limited to ‘winding up’ procedures and this of course explains the wider discretion for commencing an action by minority shareholders. Among the remedies available are, rectification, injunctive or ‘buyout relief. ’ By virtue of ‘buyout’ relief, the court makes an order requiring the company to purchase the shares of the petitioning minority shareholders. This is perhaps the best course for Rebecca to follow. She might not wish to remain a part of a company in which she has all but lost faith in. Re Sam Weller & Sons Ltd. rovides some useful guidance as to the kind of conduct that might amount to ‘unfairly prejudicial’ within the meaning of the 1985 Act as amended. For example, failing to pay a dividend in the absence of a sound commercial explanation for such a failure amounts to ‘unfairly prejudicial’ conduct’. In Sam Weller’s case the dividend had already been covered 14 times with the company declaring it for the past consecutive 37 years. In interlocutory proceedings, Gibson LJ denied the company’s application to strike out the petitioner’s claim noting that the company had a case to answer.