Free Essays on Homers Odyssey: Book 5 :: Homer Odyssey Essays

Odyssey Book 5 The beginning of the Odyssey portrays the chaos in Ithaca and the uncertainty and turmoil of Odysseus family as they look at longingly awaited his return. Book 5 in the end introduces Odysseus and his captor fairy-slipper. The beginning of the novel illustrates how Odysseus is torn between the charm and allow of Calypso and the love and loyalty to the family he has left behind. Calypso is described as beautiful her island as a virtual Eden and her home a magnificent palace that awes even the gods themselves. Before Hermes delivers the order to release Odysseus he gazes in wonder of Calypsos abode. Calypso offers Odysseus immortality, to live the life of a god for all eternity in paradise with her. Along with the offer Calypso questions Odysseus on how his family could ever compare to her and immortality. Odysseus refuses Calypso because he is loyal to his wife and son and feels that there is nothing greater than to see them again. Odysseus gives up Utopia and div inity for the loyalty to his home and family, Even though he has no idea whether anyone he knows is still alive or whether or not his wife and son have waited for him. Both Penelope and Odysseus demonstrate such trust in each other that they wait ten years for each other not wise to(p) what has happened to the other. The beginning of the book continues to reinforce the idea that Calypso island is a Utopia through vivid illustrations of a place of beauty and perfection to thoroughly demonstrate that Odysseus will overcome any obstacle or give anything to reach home. Book 5 ends foreshadowing what trouble may lie ahead for Odysseus as Poseidon intends to bungle every attempt that Odysseus makes at trying to get home. The role of judgment and reason in books 5-8 of the Odyssey In Books 5-8 of the Odyssey there is a central theme involving vastness of the reason and how it pertains to judgment and moral behavior and the essence of someones character. The theme is shown in every act ion of the characters, especially Odysseus. The first books of the Odyssey begin by introducing the suitors as unruly and animalistic because of their lack of sound judgment. The suitors actions demonstrate the result of the absence of reason and rather the attention only to pleasure. The suitors actions lead to the despair of Odysseus family and Ithaca as well as the slow destruction of Odysseus home.

case study :: essays research papers

Philosophy 324Case 9Is a good lawyer just considered good if they keep their confidences with their clients and get their cases? Or is their more to a good lawyer? I think there should be much more. Lawyers should be obligated to doing the deterrent examplely right march even if it means losing the case. This is what the moral cistron concept suggests. Considering this concept, we may no longer believe that a good lawyer is simply an effective court-ordered advocate. Rather, a good attorney should be effective morally, as well as representing his clients cause. It is because of this that one cannot conclude that a good attorney is one who just net profits cases. A lawyer is not just a good legal advocate. An attorney must conduct himself in the behavior of a morally good person and practice desirable character traits. I believe that the moral agent concept is the ethical way to conduct yourself as a lawyer. I will defend my thesis by offering reasons for my position, includin g moral theories, objections to my position using moral theories, and responses to the objections which are stated.My first reason that the moral agent concept is ethical is there is a point when the moral agent will not worry about winning the case because to win the case would involve unethical actions. This reason is backed up by the moral theory deontology. The moral agent treats others as ends in themselves and not as mere means to winning cases. For example, a defendant in a murder trial confesses to his attorney that he is indeed guilty of the crime. The moral agent would not allow for this case to continue. The attorney would report to the authorities that his client is guilty. If the lawyer did not report this to the authorities and continued to represent his client, he would be treating the victim and the victims family as mere means to winning the case. Doing this would be unethical. Someone might argue using deontology that in a fact where the lawyer reports his client after he admits to the murder, the lawyer is betraying his clients trust and treating his client as means. A lawyer cannot swear to his client that everything, including unethical information, will remain confidential if he is going to end up telling on his client. Nobody would hire attorneys if they reported privileged information to the authorities.

Alexander The Great :: essays research papers

Alexander the Great(Alexander III) (356-323 BC)My son, ask for thyself another kingdom, for that which I leave is in any case small for thee. (King Philip of Macedonia, 339 BC)From victory to victory, from triumph to triumph Alexander created an empire that marked history and brought him eternal glory. Alexander brought Greek ideas, culture and mentality to the conquered countries and assured enlargement and domination of the Hellenistic Culture which together with the Roman Civilization and Christianity presents the fundaments of what is now called Western Civilization. -Born in Pella, Macedonia, 356 BC, parents were Olympias and Philip II (legends of Alex having gods for parents Zeus and Olympias)Olympias supposedly is an ancestor of Achilles, While Philips is Hercules12 yrs old only child able to tame horse Buecephalus(Ox head), who would later carry him in all his conquests until his death in India(city of Buecephala)13-16 yrs old taught by Aristotle340 BC Philip goes on exped ition to Byzantium, leaves Alexander, prince regent to rule Macedonia. During this time, Alexander conquered the Maedi, a troublesome Thracian tribe. Made Alexandropolis337 BC Philip II is assassinated Alexander takes over, not all approve of him-Only half Macedonian-Did not care, and proceeded to kill all allegedly linked to fathers murder335 BC takes Thebes334-333 BC Phrygia- cuts Gordian knot, which could only be undone by the man who was to rule Asia.Battle of Issus- Victory- Crushes Darius II of PersiaDarius flees- left behind entire family, and tent filled with 3000 talents of gold (today in U.S.- 1.2 billion $)gains most of western Asia Minor332- reaches Egypt, Egypt welcomes him as their great liberatorFounded Alexandria331- Battle of Arbela- crushed Darius again, Babylon recognizes Alexander as King of AsiaAlexander enters Susa and Persepolis uncontested329-328- defeated Scythians(nomads who had off Macedonians) at Jaxartes327-326 Invasion of India capture of Porus

Importance of Nothing in Shakespeares King Lear Essay examples -- Kin

Importance of Nothing in William Shakespeares King Lear The Tragedy of King Lear has many valuable themes. One major theme concerns zip fastener. The main focus around the discussion of nothing is that nothing is a many things. Nothing is what binds everything. The first mention of nothing is when King Lear asks his daughters to profess how much they love him. The eldest daughters shower compliments upon him tickling his ears. Yet the Lears favorite daughter Cordelia will only speak the truth. When asked what she feces say to gain her a portion of land better than her sisters, she replies, Nothing, my Lord (1.1. ) He exclaims, Nothing (1.1. ) and she responds, Nothing (1.1. ). Lears answers, Nothing will come of nothing (1.1. ) As he voices this, he has made something of nothing. Lear takes offense in a true and honest answer. Cordelias nothing will blossom into something tremendous. This is the cause of Kents banishment and her hasty espousal to the Prince of France. In 1.4, the Fool rattles off a teaching to Lear. Kent (in disguise) says his spee...

Postcolonialism Essays -- Literary Analysis

Postcolonialism is a critical approach in literary studies that deals with the experience of exclusion, denigration, and safeguard under colonial control (Waugh 340). It concerns itself with the reaction that is incited due to colonialism, which is the taking over and expansion of colonies by people from another colony. In essence, postcolonialism deals with the ways race, identity, culture, and ethnicity are be after an area has been colonized. Postcolonialism pays particular attention to the response of the oppressed, which can be both radical and subtle. Claude McKay, a Jamaican-American poet, wrote America during the Harlem Renaissance, and although it was before the postcolonial movement, it exemplifies many postcolonial ideas.America deals firmly with the dual ideas of love and hate. In the first four lines of the poem, the narrator shows his extreme distaste for America. But, while he hates her, he also is forced to depend on her as well. In the first line, the narrator sta tes, Although she feeds me bread of bitterness, which tells the reader that he relies on America for food and sustenance. It also plays on the idea of America be the mother role feeding a child that depends on her to live. We are thus led to believe that the narrator acknowledges that America is keeping him alive, even though she does so with bitterness. He goes on to write, And sinks into my throat her tigers tooth, / Stealing my breath of life, I will confess (Lines 2-3). Here, readers should notice how the narrator feels America is take his life and draining his spirit. In a time where America was supposed to be providing freedom and equality to blacks, he is instead having his culture and his background robbed from h... ...lonial writers and critics dress ways of answering the colonial oppressor back by exploiting the struggles over meaning which take place within the texts of empire themselves they ridicule and refute how they themselves have been represented. Moreover, cru cially, in doing so they express their own subjectivity, their own perceptions of the world. In America, McKay has done just this. He openly and honestly writes of his struggles, of the struggles faced by most blacks during this time. He depicts the double up consciousness and in-between that he experiences being a hyphenated American. He is also not afraid to stand back, to use Americas strength to lapse him the power to fight against this hate. Although the poem ends on a more melancholy note, with the future of America looking bleak, McKay shows that, even then, there is still a niggling hope for the future.

Postcolonialism Essays -- Literary Analysis

Postcompoundism is a critical approach in literary studies that deals with the experience of exclusion, denigration, and resistance under colonial get the hang (Waugh 340). It concerns itself with the reaction that is incited due to colonialism, which is the taking over and expansion of colonies by people from another colony. In essence, postcolonialism deals with the ways race, identity, culture, and ethnicity are represented after an area has been colonized. Postcolonialism pays special attention to the response of the oppressed, which can be both radical and subtle. Claude McKay, a Jamaican-American poet, wrote America during the Harlem Renaissance, and although it was before the postcolonial movement, it exemplifies many postcolonial ideas.America deals heavily with the dual ideas of love and hate. In the front four lines of the song, the narrator shows his extreme distaste for America. But, while he hates her, he also is forced to depend on her as well. In the first line, th e narrator states, Although she feeds me bread of bitterness, which tells the reader that he relies on America for food and sustenance. It also plays on the idea of America being the mother role nutrition a child that depends on her to live. We are thus led to believe that the narrator acknowledges that America is keeping him alive, even though she does so with bitterness. He goes on to write, And sinks into my throat her tigers tooth, / Stealing my breath of life, I will confess (Lines 2-3). Here, readers should notice how the narrator feels America is stealing his life and draining his spirit. In a time where America was supposed to be providing freedom and equality to blacks, he is instead having his culture and his background robbed from h... ...lonial writers and critics find ways of answering the colonial oppressor back by exploiting the struggles over meaning which take place within the texts of empire themselves they ridicule and refute how they themselves have been repres ented. Moreover, crucially, in doing so they express their give subjectivity, their own perceptions of the world. In America, McKay has done just this. He openly and honestly writes of his struggles, of the struggles faced by most blacks during this time. He depicts the double consciousness and in-between that he experiences being a hyphenated American. He is also not afraid to stand back, to use Americas strength to give him the power to fight against this hate. Although the poem ends on a more melancholy note, with the future of America looking bleak, McKay shows that, even then, there is still a small hope for the future.

Gap Marketing Strategy Essay

The faulting is a habiliments company that specializes in contemporary, urban clothing with a mid-range pricing scheme. They give birth line of descents located all over the globe in countries such as the United States, Canada, France, Germany, Japan and the United Kingdom. crack cocaine was founded in 1969 by a real estate developer who was in search of a well-organized and well-stocked jeans origin. The store was named after the generation gap and originally sold Levis jeans. In 1974, they developed their own private clothing label and by 1991 began selling whole their private label brand. possibility introduced its website in 1997. The following year, in 1998, infracts stock increased 138.4%. In 2000, though, their stock fell 44 %. (http//www.thestreet.com/_yahoo/funds/gutcheck/1335261.html) Clothing is a basic and necessary need, but the companies in disturbances market segment produce items that satisfy more than this basic need.Their customers be looking for mode a nd quality at a reasonable legal injury. In this specific market segment, major brand forces dominate the retail clothing intentness brand recognition is incredibly important. Some major histrions in this industry who be specific competitors of the facing pages are J Crew, Abercrombie & Fitch, Ameri go off Eagle Outfitters, Structure, and The Limited. These companies tar entrance the kindred markets as the jailbreak and produce similar styles. The strengths and weaknesses of each player in this industry are largely indistinguishable. J Crew stands out with a potent catalog channel. However, their bricks and daub presence is weak, which is a problem when bricks and mortar retail reels in nine out of ten dollars spent by the average consumer as noned at www.retailindustry.com. But within their young urban microcosm, the Gap stands out with an innovative and changing product line Abercrombie & Fitch, American Eagle, Structure, and the Limited convey very specific styles tha t remain constant year after year.The competitive forces, as explained in Porters framework, apply to the retail industry in all the five areas of rivalry, supplier power, substitutes, buyer power, and entry barriers. In regards to rivalry, thither exist no exit barriers, causing more compeitition. Product differences are few which leads to low switching costs for consumers who can easily let out around. With these low switching costs, substitutes play powerful roles. If consumers can find similar products elsewhere from other competitors, pricebecomes a strong determinant in the last-place purchase.Supplier power is high. For example, suppliers can exert strong influences on the producing industry by selling raw materials for clothing manufacturing at a high price. art object suppliers yield substantial power, the buyers role is weak because of fragmentation. Finally, barriers to entry include economies of scale, high capital requirements for stores, raw materials, and productio n requirements, and strong brand candor due to consumer brand awareness and unwaveringty.Value is establishd and delivered in the personal manner industry by an intricate structure of channel distribution. A visual description of a typical devise companys look on web is attached as Exhibit 1. Although the value web as an entity is influential to customers, several facets turn tail to sustain the most impact. Designers are obviously one of the issue aspects that affect a customer, as people want clothing that appeals to their particular tastes. This leads to the display and accessibility of clothing in the actual fashion stores such as Gap. Displays need to incorporate attraction to the products as well as show off the trends of the moment.Also, manufacturers greatly influence the final quality and price of a product, which are often a core concerns for consumers. In todays economy, efficient and quality manufacturing are essential to the success of a fashion retailer. An other get wind node on the value web is the logistics supplier. In the Internet e-tailer environment, having a strong blood with efficient and trustworthy suppliers is extremely important for success. Fashion retailers should strengthen these key players in the value web in addition to using their core value concepts in order to utilize the Internet to its full potential.For Gap, there are two value concepts that are especially vulnerable in an Internet economy. original, the fashion industry has low switching costs and decreased loyalty online. Whereas many Gap customers were loyal simply because they had few other choices, now those same customers have more opportunities to shop around. Gap stores are located all around the country in almost any mall. A typical consumer whitethorn only have access to the stores that are located nearby. Now the Internet has made every e-tailor available to anyone, anywhere, from low-end to high-end.Second, the Internet has changed service, crede nce and experience. One of the advantages of going to a Gap store is the level of service that you receive and the experience that you get. This level of service can never be replicated online. In addition, another problem with online fashion retailers is that the customer cannot try on the articles of clothing. While this may be a problem with saucily customers, it is not an issue with previously established customers.Otherwise, the Gaps value concepts can only be enhanced online. Clothes can easily be delivered directly to the consumer from Internet sales. Also, transaction costs can be reduced for every sale online, Gap does not have to maintain bricks-and-mortar stores, hire personnel, or bear shipping costs. While these costs may be minimal right now, as online sales grow, this may have a serious impact on Gaps bottom line. An additional bring in of Gaps online store is ease of searching for particular products.The raiment industry is constantly changing. Therefore, market ing strategies and diverse customer segments are also transforming. describe industry trends for the year 2001 include moves to multi-channel retailing, importance of profitability on the Internet, and a continued interest in using technology to improve bottom line, as explained at www.retailindustry.about.com. nodes have particular needs and wants that are shaping the demand for higher quality at lower prices. And with the new Internet environment, consumers want tardily access to price comparisons and demand the latest trends. Since the online world is fast-paced, consumers believe that trends should turn over quickly. Now that more people are shopping online, they demand and post convenience as well as quick and timely delivery of apparel goods.Consumers are looking to the Internet for development on apparel more than they previously did. They search for price comparisons and shop around the web to look for sales. Many consumers search for clothes online and then go to try o n the clothing offline. In some other cases, if consumers cannot find the desired article of clothing, they venture onto the Web. Finally, in the new Internet apparel environment, awareness of brands is enhanced for established companies. On the contrary, newer apparelcompanies may struggle gaining awareness in a medium that constantly floods consumers with new products. The absence of brand equity creates difficulties for new companies in this industry. few brands carry the clout Gap does to the online world. As evidenced at www.business.com, Gap, with only two other retailers, was considering one of the top 20 online Internet merchants.Intermediaries (i.e. manufacturers and retailers) in the apparel industry are transforming to become more customer conscious. By incorporating technology, companies are able to make the brand more accessible to the customer while creating a stronger image of the brand. This technology enables domestic and foreign manufacturers and inspectors to comm unicate more effectively, efficiently, and frequently. Previously, the telephone and fax machine were the primary means of communication among intermediaries, but now information can be exchanged in a cost-efficient and instantaneous manner through the Internet.As noted in the March 30, 2001 Credit Suisse First Boston bay window review, the overall apparel industry trend appears that many teen and young adult retailers are heading towards the Gaps core territory . . . the casual preppy theme. For example many retailers have offered up colorful polo garments since February, which stands to hurt Gap sales because they have only just begun offering the same polos. What has recently been happening is that Gap has come into fashion trends late and finds itself at the tail end of a hit. For years Gap has been the store to go to foreclose up to date on trends, but recent events point to its slipping from being the number one trend leader.Competitors such as Abercrombie and Fitch and Ame rican Eagle Outfitters have been able to tap into the fashion trends early and reaped a large share of the sales. A March 19, 2001 Credit Suisse First Boston Corporation analysis explains this phenomenon further market intelligence is better than ever . . . Retailers attend fashion shows . . . interpreting what they see for their customers. Therefore, the newest strategy in the competition game is for a company to find the hottest trend the earliest and quickest, and market the trend heavily before any other store or brand can do the same.New and existing companies in the apparel industry are forced to adapt their marketing mix in response to the new Internet environment. Products moldiness be developed faster in order to cater to the fast-paced demands of todays Internet consumer. Many big players in the fashion industry are recognizing the need to turn over the trends faster in todays technology-driven economy. This is because consumers demand new fashion trends faster than they d id in the offline world. Also, the Internet allows consumers to price shop more than they would in the offline world. Therefore, fashion companies must realize that price competition is more prevalent online.Furthermore, channels must be structured online otherwise than they would be in the offline environment. In the new proficient world, shipping and manufacturing have become bigger players in the value web than previously. Retailers must develop strong relationships with key shipping suppliers and increase efficiency in manufacturing facilities. Finally, fashion e-tailers must utilize the new Internet environment to improve customer service and transactions. It is the ideal medium to have efficient yet personalized customer service in addition to lower transactions costs.The new Internet setting causes companies in the fashion industry to rethink partnering and strategic alliances. In todays e-economy, companies can gain traffic and recognition through a few key alliances. Man y companies, especially new players, can leverage partnerships to gain brand recognition and necessary traffic to their new site. Utilizing the key relationships with channel members and partnerships allow for table service established fashion companies adapt to the new Internet economy. But, a receipts to the companies is the fact that basic core competencies still remain competitive advantages even in the new environment.Gaps core competencies center around their brand equity and highly developed processes. Its name alone can successfully emit new, trendy products. However, Gap also carries a standard, classic line of clothes that customers have come to expect during any season and within any Gap store. This is how Gap segments its customers those who want a consistent look year-to-year, and those customers who want the latest trends. Gaps brand recognitionvalue is high with over 2,079 stores nationwide, and additional 530 stores globally. It is a standard brand name for the m idrange fashion conscious consumer.Because Gap is a well-established bricks and mortars company, their processes are efficient and dynamic. For example, Gap stores are on detailed schedules for store displays, inventories, and new product launches. Every store receives an identical binder that explicitly details the display and product placements. Front window displays are changed weekly. They restock shelves with new products every six weeks, takeing the retail ahead of imitators in the fast-paced fashion industry.All the core competencies are positive for the company, but there are threats that can hurt the company. For instance, negative word of mouth can cause severe consequences to Gaps brand name. Since Gap outsources most of their manufacturing, theyre undecided up to attack because of their manufacturers actions. For example, a situation occurred to Nike concerning their use of sweatshops that caused a great deal of damage to the Nike name. Gap has taken steps to counterac t the causes of bad publicity by requiring manufacturers to sign codes of conduct and strictly enforcing those rules.Their processes for inventory, however, are not as vulnerable to depreciation. Gap has invested a lot of thought and research in their resources and there is not too much that can be substantially threatened. Gaps inventory processes, in fact, are much stronger compared to others in the industry. Not only do they maintain a consistent style year to year, they also have new lines that come out very often.Those who wish to enter the retail clothing industry result find moderately high barriers to entry. It is extremely difficult to set up brand equity and image. Launching your own store and clothing line, like Gap, takes incredible capital and time investment. In the online world, it is much easier for new or small retailers to showcase their products however, it is difficult to get online attention and recognition. The constitution of online retailing sets up a playi ng field where smaller, lesser known retailers mayhave set up functioning websites and folded without the public ever knowing. steady big name online retailers, like Pets.com, did not survive despite their brand recognition.As we have mentioned earlier, Gaps inventory processes are very defined and strong. These processes also give them an edge on competitors trying to copy Gaps styles or trends. Gap changes out their inventory every six weeks. hitherto if competitors are able to catch on to Gaps short turnaround, there is no way to avoid being behind the times. Gap, through their wide market research and market persuasiveness, is so in tuned to their customer segments that they effectively set the trend. Gap has invested a lot of money to become one of the biggest trend-setting brands.Although the Gap has a successful position on the Web, there are definite strategies that can be implemented to improve their online business. Our proposed marketing eBusiness plan involves Custom er kin Management, growth strategies, incentive offers online, improved web program, and increased market research. At this point in time, Gap is a product-focused company. Gap needs to capitalize on the available technology of the Internet and transform its marketing efforts to focus on the consumer. Therefore, the company should shift from a Product Management system to a Customer Relationship Management system. Customer Relationship Management allows a company to cater to the unique and evolving needs of the specific customer segments.Currently, the Gap does not have extensive customization available on its website. Gap needs to create more ways of catering to each individual consumer. A pyramid approach would be optimal for the Gap. Much like the Dell triangle, the Gap would segment consumers and provide the most customization for the top small percent of the pyramid. These are the repeat customers that have highest script of purchases, which would be the best group to provid e customization.We suggest that the Gap use the technology of the Internet to store information on each consumer and generate a unique site for the consumer every time that they log on. The site go away greet the consumer by name upon log in and target the consumer for their preferences. For example, the Gap would keep a database of my buying patterns, such as the fact that I always look for sale items, and also note the size that Inormally buy. The Gap would be able to establish more relationships with consumers increase their loyal consumer base by providing customization that makes the site unique to the individuals.As retailers know, growth does not come from loyal customers. The Gap needs to focus some of their marketing efforts on acquiring new customers. They could do so by developing alliances with portal-type sites such as eGreetings.com. There, consumers can be asked to buy a gift certificate to Gap.com (not redeemable in offline stores) to be sent along with the greeting card. Online alliances are preferable to online banner ads and haphazard advertising because a relationship with established online services and etailers is the best way to get a Gap ad seen. The click-through rates for banner ads are not convincing enough for us to suggest that the Gap increase online banner advertising.In addition to advertising online with trading partners, the Gap should advertise offline for the online store. Every media produced offline, including displays in the offline store, should have the web site listed, thus pointing consumers to the online store. The Gap may also consider putting a terminal in the offline stores that has a small information processing system with Gap.com constantly running. Sales associates can point consumers in the offline store to the terminal if they need a different size, or if they want to ship an item to a friend.Offering incentives online can also increase the customer base, persuading loyal and new consumers to utilize the Internet site. For example, every fifth purchase online could merit a real percentage off the final purchase price or even free shipping. Also, the Gap should consider offering some products and product lines online only (for example, Gap currently offers their maternity line only online). This can entice consumers into shopping online in addition to their offline stores. Overall, anything that causes consumers to venture into the online world to check out the new items on Gap.com would be good for the growth of the online customer base.Another marketing tactic is to alter the design of the website to meet the needs of the constantly evolving Gap consumer. Currently, Gap.com allows consumers to see the conglomerate styles of clothing with color choices shown tothe side, but consumers cannot change the color of the item in the picture (for example, consumers could click on different colors and patterns for the same shirt and the shirt changes accordingly). See exhibit 2. Most buyer s want to see what a certain article of clothing would look like in different colors, which is an option that Gap.coms competitor, JCrew.com, offers. Gap.com could also allow consumers to put clothes together on a model and view 360 degrees of the outfit, thus persuading people to make virtual outfits. Other design changes to Gap.com could be an addition of a search engine. This gives consumers a quick way to find specific articles of clothing. Another added design feature for the quick shopper could be a page with price listings by clothing category, or the ability to see the price on the first page instead of making consumers go through multiple pages to find the price.A final marketing strategy in our proposed plan is for Gap.com to increase market research to understand consumer-buying habits. Are they price conscious? What do they value in design of the website? The Gap would benefit immensely if they were able to understand their consumers behavior in depth. Therefore, informa tion could enhance the quality of customization, which will benefit the company. If the Gap makes longer strides to understand their customer base, they can capitalize on areas where they are strong and change areas of weakness.Our proposed marketing plan encompasses many benefits with a few costs. The plan satisfies consumers because increased customization will mean more attention to specific customer needs. The proposed Customer Relationship Management tactic will create more of a one-to-one marketing structure that will in turn benefit the consumer. One cost to this change in management style is the capital needed to set up customization online and also the changes that must be made in the structure of management within the company. Employees will have to get used to a restructuring, which can cause a short period of dissatisfaction or frustration.But, the company as a whole will benefit from the restructuring because it will increase retention rates. The online incentives and i mproved web page design will benefit the consumers directly by giving them good deals and creating an easy-to-use web site. Theonline incentives will benefit the company by increasing the loyal customer base and the improved web design may increase sales and retention. The trading partners with Gap will benefit by increasing traffic to their sites, and association with the Gap brand is positive for alliances.One of the most apparent and serious threats to Gap.com is the threat of cannibalization. If Gap.com becomes the standard, then their offline stores will be severely hurt. This is why Gap is facing a great deal of resistance within the organization. Store managers whose salaries and promotions depend on store sales will not want to promote or support Gap.com because that will steal from their revenues. Another issue is the technological needs to satisfy the in-depth customization and database requirements that are essential to our e-business plan.In order to take on this new str ategy, Gap will have to make a large initial investment to improve their technological capabilities to accommodate the customization. Internet speed must also be taken into consideration. Only eight million out of 100 million Internet households have broadband. This can lead to customer frustrations, as the sites become more picture intensive. This, however, is actually a benefit for Gap.com as their primary customer base is concentrate in these households that do have broadband service

Issues and help seeking behavior Essay

According to Fallon and Bowles (1999) the atomic number 18a of adolescent assistant try oning behavior is an under- inquiryed argona. Since the cognitive and critical thought process of adolescents are still developing, their behaviours toward issues concern them may vary case by case. The purpose of this report was to investigate issues concern adolescents and their answer seeking behaviour toward those issues, curiously seek professional helps. The report analysis was based on secondary information obtained from various researchers by scholars. The break officipants in the researchers were students with varied demographic background, such as gender, ethnicities.Fallon et al (1999) investigated the major(ip) and tyke problems concerned the adolescents and their help seeking behaviours toward those problems. The major problems were identified to be more severe and would pass water participants distress, while little problems would not distress the participants. The partic ipants were 1,022 secondary school students from Melbourne Metropolitan area, 585 of them were male, and 419 were female. Total 297 of them were in year 7 and 8, 333 were in year 9 and 10, others were in year 11 and 12. Their ages ranged from 11 to 18 years. Each of the participants completed a survey comprised of three parts to define the adolescents concerns and help seeking behaviours. The first part contained demographic questions.The second partcontained mainly rating and categorizing questions to identify the major problems of concerns, nature of the concerns, and sources of help to the concerns. While the third part focused on the minor concerns. The nature of the both concerns was defined into five categories, family, interpersonal, health, fosterage and others. And the sources of help were in the domain of friends, parents and professionals. The findings show that problems concerns different levels of students were very similar. About 50% of the participants sought help fo r their major problems, 40% sought for minor problems and 25% would seek help for both problems. The problems associated with family and interpersonal skills were often identified as major issues. For minor issues, family and education problems were frequently reported. Therefore the adolescents would differentiate major and minor problems and react differently toward the problems. For major problems, females were more willing to seek help than males, but there was no gender difference towards minor problems.And males preferred to ask parents and rather than friends, while females were inversely. However, on both minor and major problems, respondents were preferred to seek help from parents and friends everyplace professionals, this may probably due to the easy access to nonprofessional sources. Gim, Atkinson, and Whiteley (1990) conducted an investigation which focuses on the issues concerns Asiatic-American and the relationship between acculturation and willingness to see a coun sellor. The study was follow up through 816 Asiatic-American students from West Coast University. 399 of the respondents were male, 417 were female. And 291 of them were freshmen, 191 were junior, 159 were sophomores, 174 were seniors, which ranged in an age group of 16 to 37. The survey questionnaire comprised of three sections. The respondents were asked to report their demographic information and rate the seriousness of 24 issues in eight domains of concern and their wiliness to see counsellors on these concerns. Among the 24 issues, the respondents scaled highly for issues kindred financial, academic, relationship, conflicts with parents. The results show that for those Asia Americans, they were most willing to seek counsellors for issues care financial, academic, career, but least willing to seek help about concerns such as ethnic identity confusion, roommate, and health.The respondents attitudes towards seeking counsellors would be affected by acculturation, ethnicity, and gender. Asian Americans with higher level of acculturation would be more willing to seekprofessional counsellors. In a similar study, Kim and Omizo (2003) generated respondents of 242 Asian American college students from mid-Atlantic and hello universities ,140 of them were female and 102 were male, with an age range of 18 to 57 years. Fifty-nine of the respondents had had sought counselling before. And there were mainly from China, Korea, Philippines, and Japan. Similar conclusion was obtained that Asian Americans who were highly adhered to Asian cultural values, their attitudes toward seeking professional psychological help would be less positive and they were less willing to seek counsellors in general problems. barely the pattern sizing of the Kim and Omizo (2003) was relatively small, which may not be a strong support. In another research Eisenberg, Golverstein and Gollust (2007) investigated the help-seeking behaviour and access to mental health service.The participants ar e students from Midwestern, public university. The initial sample size was 5,021 students aged above 18 years. And 2,495 were undergraduates, the remaining were graduate and professional students. Since the survey was web-based, total 2,785 students completed the survey and their demographic profile was similar to national student population. The survey used Patient Health Questionnaire-9(PHQ-9) as the key measure to identify the symptoms of depression. The result shows that 15% of Students obtained mental hygiene or psychotropic medication. About 50% respondents aware that there was free counselling service on campus and where to access the mental health care. Among participants who experienced major depression, only 36% received treatment which demonstrated a low level usage of cheap university medical service. For students who did not seek help, they often held the experience that stress was normal in school, or did not realise there is a need, or having the thought that proble ms would get better as time goes by.Limitations of the research include the reliability of web survey results and the survey ignored the informal sources of help exchangeable friends and family. The investigations above all show that female is more clear to seek help for issues concerns them, however, comes to the issue of dating violence, male perpetrators and victims were more believably to seek help than female (Ashley & Foshee, 2005). Ashley et al investigated the adolescents help-seeking behaviour and helping sources when experienced of dating violence. The analysis was based on secondary data collected in a longitudinal study of adolescent dating violence. A sample size of 365 outof 1814 survey participants collected in 1996 was chosen in their investigation. There were 225 dating violence victims and 140 perpetrators and all the participants were public school students from rural northwest Carolina country. The results show that over 60% respondents did not seek help for dating violence, especially perpetrators. Among those who sought help, friends and family members were more frequently chosen as their help sources than professionals.But males were more willing to seek professional help than females. The possible reasons are higher social acceptance to male striking female than female hitting male and male will cause more serious and dangerous consequences in the dating violence than female. The findings also demonstrate that older perpetrators were more likely to seek help than younger ones. Researchers suggested that as the adolescent mature, they may have in-depth cognitive on dating violence and the potential consequences of their behaviour which compelling them to seek help. In conclusion, issues concerns or distress adolescents will vary due to their levels of education, gender, ethicises, age, nationality. And adolescents issues usually fall in the domains of family, interpersonal, education, and health. Most of them are not willing to seek help, especially male.But for certain issues, like dating violence, male are more willing to seek help. Easy accessibility made informal sources of help like friends and family common and popular than professional counsellors when adolescents experienced psychological issues. The other reasons cause low frequency of counselling professional help will be like social norms, lack cognition or unaware of benefits from professional help. So the society should promote more benefits of professional counselling and increase the acceptance of it. For adolescents, they are still at growing stage, abilities like perceptions, cognitions, abstract thinking are also developing. It is very important to guide them have a positive thinking of seeking professional help when facing issues concern them, in the end, may also help them develop a positive attitudes in their lives.ReferencesAshley, O. S., & Foshee, V. A. (2005). Adolescent help-seeking for dating violenceprevalence, sociodemographic corre lates, and sources of help_.Journal of Adolescent Health 36,_ 25-31.Eisenberg, D., Golverstein, E., & Gollust, E. (2007). Help-seeking and access to mental health care in a university student population. _Medical Care. 45 (7)._Fallon, B. J., & Bowles, T. (1999). Adolescent help-seeking for major and minor problems. _Australian Journal of Psychology, 51 (1),_ 12-18.Gim, R. H., Atkinson, D. R., & Whiteley, S. (1990). Asian-American acculturation, severity of problems, and willingness to see a counselor. _Journal of Counseling Psychology, 37 (3)_, 281-285.Kim, B. S., & Omizo, M. M. (2003). Asian culture values, attitudes toward seeking professional psychological help, and willingness to seek a counsellor. _THE guidance PSYCHOLOGIST, 31 (3),_ 343-361.

Education Theatre Essay

CAN you still remember your Grade I teacher? This was once the by-line of an advertisement of one financial institution. This is likewise the base concept of the simulated military operation Ang Guro staged by Stairs Production and Imagination Beyond Events Philippines at West Negros University Gym ending Satur twenty-four hour period, January 21. The musical play was written by occupational therapist Paul B tout ensembleano. This is his form of loving tribute to his Grade I school teacher, Mrs. Cecilia Resontoc, who was instrumental in making him pursue, lam and reach his goals, despite all told odds.As Paul fondly recalled after the curtain call, Mrs. Resontoc do him believe in what he support do, what he can achieve, and what he can become. The softspoken yet adroit singer Karel Marquez performed the lead role perfectly. Comely, gentle yet versatile, Karel took in the part of Ms. Amelia Resontoc, a fresh high school teacher who has the knack of understanding and motivati ng her students. With her strong convictions, she encouraged her students to keep on going by singing The Climb, as she accepted each of their individual differences in True Colors. Izzy Trazona, one of the Sex Bomb Dancers, showed off her acting and dancing prowess as one of the talented yet late bloomer students of Ms. Resontoc. Sheila Asuncion, who plays the m different of Karel, not only played her role well but also belted out one powerful, embracer terminusing rendition of The Prayer together with the lead singer. Together with Charina Ramirez, Kath Jarabelo, Zac Celadania, Yab Aragones, Jake Duquiatan, Vida Masakayan, Jess Ibasco, Juddie Fe Suarez, Ahmee Galguerra, Owen Siy, Sweet Reyes, Jen Galope, Kiana Rodriguez, Armand Go, and playwright Paul, they composed the powerhouse of a cast which made the play a natural success.More everywhere, the plays universal theme on the crucial role that teachers play in the molding of the countrys young minds and the nobility of the teach ing profession are great ideas which need to be brought to light. No wonder why the Department of Education and the West Negros University back up the staging of the musicale. The stage set and backdrop were to the minimum. Same with the costumes. But the plot thickens with almost real- livelihood dialogues and scenes which every teacher and student or school administrator in the earreach could easily identify with.The different personalities of teacher and students, and the varied circumstances which caught each web of each other lives provided the audience with hearty laughs, and flowing tears. The end of the play may have been tragic, but all good works do not go in vain. Especially that of the noble teacher Ms. Amelia Resontoc. enjoin by Sweet Grace Ballano, Ang Guro may still have to undergo some minor refinements in stage blocking, but it has carved a founder niche for itself in the world of stage plays.The cameo roles which some WNU dancers and students did in the play ar e also worth mentioning. But because the play is conceptualized and brought to different schools all over the country with no thought of a bigger profit, except to fulfill the writers dream and to bring forth the messages of acceptance, honor, love and understanding. Its rightful(prenominal) quite sad to note that not everybody in the teaching profession or those who are enrolled in education courses have watched the play.But still, like a good book, or a worthy movie, the musicale Ang Guro has touched hearts and minds. And if all the student-members in the audience took leave of their seats to go thank their teachers in the audience and give each a warm hug, such is indicative that the musicale has brought its message across its audiences hearts. Thus, warm kudos to the members of production and the cast of Ang Guro and to the terrific people and sponsors in Bacolod who brought the musicale here. Well, what or who then is the guro?Probably they could be as specific as Socrates, A nne Sullivan, Marva Collins, Mary McCloud Bethune, Bel Kaufman or, from the namesake of the lead player in the musicale, Mrs. Cecilia Resontoc all of them having one thing in common they were all teachers in their own time. Or in generics, a guro can just be a he or a she nameless or faceless yet gentle and wonderful beings who have long been forgotten but whose valuable lessons and strength in character will always be remembered by their students.So, at this point, can you now recall your Grade 1 teacher? Or even your other teachers? I hope you can. I would like to end with a part of a speech of John Schlatter of Cypress, California which I adapted. Throughout the course of the day I have been called upon to be an actor, friend, nurse and doctor, coach, finder of the lost article, money lender, psychologist, substitute parent, and a keeper of faithI am allowed to see that life is reborn each day with new questions, burst of ideas and young friendships I know that if I build with love and trust, what I build will last forever I am a warrior, daily doing battle against peer pressure, negativity, fear, conformity, prejudice, ignorance, and apathy. But I have great allies curiosity, intelligence, creativity, faith, love and laughter which all rush to my banner with indomitable support I AM A TEACHER. Dear teachers, our hats off you. GOD BLESS.

Enlightenment philosopher Essay

John Locke (1632-1704) was an Enlightenment philosopher. Some authors define him as the philosopher of freedom and the father of English empiricism and liberalism. His ideas and concepts about social structure, social consent and valet cancel rights determined development of political philosophy and republican democracy. John Locke was an Oxford scholar. His teachers were famous British scientists including chemist Robert Boyle who probably taught him about atomism. John Locke was medical researcher and physician, philosopher and pedagogue, economist and ideologue for a revolutionary movement.His c arer was associated with name of the First Earl of Shaftesbury who was a Lord-Chancellor of England. When Locke emigrated to the continental Europe he studied Cartesian philosophy in France and become acquainted with William of Orange who later became English King. Locke came back to England only in 1689 and took up galore(postnominal) official posts tho devote much to a greater exten t time to his scientific studies. Contemporaries knew Locke as an economic writer and opposition political activist. Locke was an ideologue of constitutional monarchy and division of powers.He was an opponent of theories of divine tune of the royal power. He was a friend of Isaac Newton and Robert Boyle and an early member of the Royal Society. The principles of Lockes philosophy were the ideological basement for Great French and American Revolution. John Locke together with Francis Bacons was a founder of empiricism theory. He assumed that human mind at the birth is like blanc paper and only experiences finished trials and errors form ideas and knowledge. This theory was described in Lockes Essay Concerning humanity Understanding and had impact on the development of behaviorism.Lock started to write his main grow Essay Concerning Human Understanding in 1671, but published it only in 1690. Why he wrote it? Essay present the fundamental principles of his philosophy, its the comp letion of his reflection on the origins of human knowledge. Essay contains of four books Of immanent notions, Of ideas, Of words and Of knowledge and probability. This philosophic treatise is written in archaic style but it still easy to read because of the use of dialogue form and clear argumentation. Locke devoted much of the Essay to an extended argument that human ideas and understanding are ultimately derived from experience.Before scientists suggested that some ideas could be innate. Actually, Locke proposed new theory of knowledge. Essay is an answer to the question Where do we get ideas which are the content of our knowledge? The initial chapter of the first book is named as No innate speculative Principles. It consists of twenty eights paragraphs. The name of chapter reflects its content. The chapter is opened with discussion how men, barely by the use of their natural facilities, whitethorn attain to all the knowledge they have without the help of any innate impressions .Locke wrote about the importance of speculative and practical principles and gave examples of them to show that universal content proves zippo innate. He used humor to show that nothing on the mind is naturally imprinted when speak about children understanding. To show impossibility of innate concepts and sensations he used dialectic that helped reader to understand that only experience could generate ideas. Just some examples of his logic. In the paragraphs 6-12 he explained that if all people have innate ideas but later they will come to know things upon the use of own reason then innateness is loosing its sense.He wrote about peculiarities of childs mind after(prenominal) they come to the use of reason, those general abstract ideas are not framed in the mind, about which those general maxims are, which are mistaken for innate principles, but are indeed discoveries made, and verities introduced, and brought into the mind by the same way, and discovered by the same steps, as sev eral other propositions, which nobody has ever so extravagant as to suppose innate In 15th section of the chapter author outlines his theory of knowledge origin.He showed the sketch of new theory and how it could be applied to the incident and general ideas, to the memory, names, abstraction and language. He noted that universal concepts came from self-evidence, not innateness (Ch. 1, 18) and that less general ideas (he called them propositions) are known before. universal maxims. He insists that theory of innate ideas is unproductive because innateness cannot be applied to mathematics and other complicated fields of human knowledge. In 24-27th sections he wrote that ideas cannot be innate because they are not universally assented to.In the last paragraph of the chapter Locke wrote Upon the whole matter, I cannot see any ground to think speculative Maxims innate since they are not universally assented to and the assent they so generally find is no other than what several proposi tions, not allowed to be innate, equally per centumake in with them and since the assent that is given them is produced another way, and comes not from natural inscription, as I doubt not but to make appear in the following Discourse. And if these first principles of knowledge and science are found not to be innate, no other speculative maxims can (I suppose), with better right pretend to be so. Locke is a propagator of ideas that abstract speculative principle cannot be innate. He attacked the theory that human mind is born knowing certain things. It was revolutionary for the late XVII century and John Lockes Essay Concerning Human Understanding have had great impact on the history of philosophy and society. His studies of the nature and grounds of knowledge especially with reference to its limits and validity and his polemics with adherents of stagnant views on the nature of knowledge stimulated development not only of epistemology but all fields of science.Lockes ideas played at least some part in the formation of revolutionary thought in France and American colonies. Of course, not only Essay Concerning Human Understanding influenced on social history of those and many other countries but this trait liberated mind of other researchers.References1. Essay Concerning Human Understanding 2. Johne Lock Wikipedia on-line 3. Stanford Encyclopedia of Philosophy

Self-Awareness Through Dis-Closure, Feedback and Reflection.

Throughout this assignment I shall discuss how I concord developed my self-awareness through with(predicate) dis-closure, feedback and reflection. Being self-aware enables us to identify our strengths and also those areas that can be developed (R Ashmore & D Banks 2000 p47), self-awareness is continually being developed through the reflection of our life experiences.Reflection of my life experiences has given me the opportunity to be practise more aware of my strengths and weaknesses through being honest and the use of disclosure firstly to myself and thence to new(prenominal)s. The Gibbs Reflective Cycle 1998 is a useful model for reflecting on a life experience to gain further self-awareness through evaluation and analysis to eventually having an action plan identifying what would be done differently in the future. The more knowledge we have about ourselves, the easier it becomes to relate to others (R Ashmore & D Banks 2000 p47), the self-concept (Murphy 1947, Argyle 1969, Bur ns 1980) enables us to learn more of our self through self-image, self-esteem and the self-ideal, by reflecting on each of these three set outs in regard of myself I have dictated that I see myself as being confident with a high self-esteem which I knock makes me a friendly and approachable individual thus far I have also realised that I have to listen more to receive feedback. When we try to see and olfactory perception the world from another persons perspective, we are trying to be empathic. If we are successful, we will not just be able to understand the persons thoughts but also feel something of what they feel (G Firth, R Berry, C Irvine 2010 p148) within my past career path of working with spate with learning disabilities with an inability to communicate it has enabled me to develop my empathy and consideration for others, which is not to be confused with sympathy but is more of a connection towards somebody elses feelings.By developing my connection to other peoples fe elings who are inefficient to communicate verbally it has enabled me to develop non verbal cues as described in Egans model 1998, such as adopting an open posture with a relaxed and easy appearance and the importance of eye contact, nevertheless within my new career role now working with people of which most can communicate verbally I need to stay aware that the use of non-verbal cues and the tone of the voice used is still of upmost importance. Self-disclosure, a process by which we let ourselves be known to others (R Ashmore & D Banks 2000 p48) the Johari window can be applied to increase self-awareness and focuses on the theory that being more self-aware is of great assistance in developing as an individual, within the framework of the Johari window the subject of self-disclosure is of great importance.The Johari window is composed of four parts, the open self, blind self, hidden self and the foreign self, through the use of disclosure, by sharing teaching from your hidden s elf to others the open self increases in size and in return for disclosing information feedback is have from others, giving insight into your blind self therefore increasing your self-awareness. Appropriate disclosure avoids the two extremes and means that it is fitting, suitable, the right amount at the right cartridge clip (Egan 1990 p45), it is important to ensure the correct amount of disclosure is made so that the relationship is not put at risk. Through disclosing too little information it does not allow for the reduction of uncertainty and also doesnt allow for the build up of perpetrate in a relationship, yet on the other hand if too much is disclosed to soon it may cause a feeling of pressure to recipertate. Self-disclosure between the nurse and patient occurs as part of the developing therapeutic relationship, where both must determine jointly what, when, where and how if at all they will disclose themselves (R Ashmore & D Banks 2000 p 49) I have come to realise that no two relationships are the same and progress at different time scales depending on the individual and can also be firm by several variables such as age, status, gender or personality. Ultimately the use of disclosure in a therapeutic relationship is to gain trust and encourage reciprocity. Students may consciously chose to give little personal information to patients whom they perceive as risky and likely to abuse the self-disclosure (R Ashmore & D Banks 2000 p55) within my on-line(prenominal) workplace it is policy not to disclose personal information to the people we provide care for which can hinder the progression of a therapeutic relationship, however as I am unable to disclose my hidden self in reflection this has made me more aware of that the use of non verbal communion and the tone of my voice towards the people I provide support for helps to build trust, although on the other hand on reflection of feedback I have certain it is apparent that if I have not communicated goodly due to personal issues it can affect the way others feel and reduce the trust within the relationship. handily others are constantly giving you the very feedback you need to increase self-awareness (J A Devito 2004 p33) to receive and further develop from the feedback received we have to be active and effective listeners.Related article Secondary Reflection ExampleListening is a skill that can be thought of as effortless and undemanding however many people fail to listen to each other actively and are often either non or partial(p) listening, whilst doing this we may pick up on partial bits of feedback but are not receiving the entirety. On refection the skill of listening is something I need to further develop as I can often find myself not actively listening to a person I am communicating with which is hindering the development of my self-awareness. In conclusion the growth of self-awareness is continually progressing everywhere time and is never complete becoming self-a ware is an on going process that is never complete.Therefore, self-evaluation needs to be undertaken at regular intervals (R Ashmore & D Banks 2000 p 50), evaluation of ourselves through reflection and the feedback we receive from others is a task which should be completed frequently to enable us to recognise both our positive and prohibit areas and ultimately becoming more self-aware giving us the means to manage the demands of both work and personal lives. References Egan G 1990, You and Me-The skills of communicating and relating to others. Brooks/Cole, calcium Essential of Human Communication (Joseph A Deviot) Fifth Edition 2004 Patterns of self-disclosure among mental health nursing students, R Ashmore & D Banks 2000, Nurse education today (2001) 21,48,57 Harcourt judgment Intensive Interaction (G Firth, R Berry, C Irvine) 2010 Jessica Kingsley

Help Graduates Avoid Financial Ruin

Emigration Sana Hasan Emigration is a way to move from one country to a nonher to live and work. throughout history emigration has played a major role in the formation of different cultures that exist today. It has been a phenomenon as common as every other basic need of human been. Nowadays, many pack go under to immigrate to have a better life. Those people live in no-account conditions make them put the emigration as a best solution for their problems. In spite of the fact that this step may cost them their lives, they will not hesitate to hazard.They atomic number 18 looking for place they net achieve their dreams in it and they make their children have better opportunities to build their lives. During last decades, we digest see unwavering waves of emigration. There are many things cause emigration like employment opportunities, education opportunities, and wars. Employment opportunities are close to common reason that people decide to emigrate. Many countries cant prov ide jobs for their people, or they give educated people low salaries which guide them and their families to live in poverty.Therefore, people prefer emigrate to other countries which have variety kind of jobs and as a result people will have a lot of opportunities to find a job. Moreover, finding a job in other countries will probably lead to have high salary. For instance, the emigration of Mexican people to the United States. The emigration can lead people to a better life with high possibility of personal development. It can improve the economy of a certain country. For instance, in Egypt when people emigrate to work in other countries, they send part of their salary to their families.Therefore, this amount of money will help to improve the economy. It might cause a brain drain. The skilled and educated people such as doctors, lawyers, engineers, and teachers of undeveloped and poor countries often emigrate to rich and more developed ones. One of the most important causes for em igration is the war. There are many various of wars. The two severe wars are religions war and civil war. When one of these wars happens, the situations in the country will deteriorate. Destruction will be everywhere and the people will lose their basic rights.The families in these countries try to insure a sentry duty life for their members. Therefore, a lot of families prefer to emigrate to another country. They are trying to protect their children from involved in these situations. The people who lead these wars they dont distinguish between a kid and an old person or a woman and a man. They kill everything they found in their way. They destroy everything. The contradict escalates and guides the country to the collapse. Therefore, a lot of people leave their country and looking for safety place to live in.That obviously happens in the most Africans countries and in the Middle East countries. For instance, what happened in the second Iraq war is a great example for that. A lot o f families left their homes and their jobs when violence speared everywhere. Fin all in ally, there are so many causes for emigration that force people to leave their homes and sometimes their families to find a place they can achieve their dreams in it. Among all the causes we can figure a main cause which guide to the others it is the governments.If each government put the people benefits in the first rank, no one would suffer and all the people will have a good life standard. They can avoid a lot of disasters if they think in correct way and lead their tyrannical. Therefore, instead of spending a big fortune for the weapons, they can use this fortune in other thing like develop the economy, create a lot of jobs, raise the salaries, and develop education system. Also they can avoid wars by finding another solution for their conflicts.

Eradication of Corruption

Corruption hurts economies, people, and governments. Corruption is unethical, immoral, and illegal in many societies, religions, and countries. It needs to be stopped. Private organizations, United Nations, and more or less governments become attempted to stop corruption or at least have tried to prevent it. They have failed, however Eradication of corruption should be the nations number-one priority in view of the ever-increasing horizon of political and administrative corruption and its baneful multifarious effects on the society-at-large.It needs to be understood by entirely that eradication of corruption is only possible if strong political commitment exists. Without strong political commitment, bureaucratic reorientation and a vibrant and effective civil society, checking corruption turns into a very difficult almost impossible task. Corruption is more in india only because even if they argon caught they are coming out in minutes with money or power. so we should have a polic y called rule is rule for everyone,even for politicians . Noting that India is presently be at 72nd place among 180 countries by the Transparency International in its latest Corruption Perception Index (CPI), the Centre said it has taken some(prenominal) measures and is moving progressively to eradicate the menace.Corruption is prevalent at all levels. Improving transparency and accountability could help reduce corruption substantially. However, this requires stricter laws and regulations. To eradicate corruption from india its principal(prenominal) to first eradicate corruption from within ourselves.. We should not keep blaming others for the growing rate of corruption in the country but rather see what we have or what we could do to eradicate corruption from india..First thing to do is to make strict rules and if someone is caught with sth then punish them severely. How Corruption be eradicated from INDIA? I narrate Bullet points 1)Revive Moral and cultural values by daily view ing on regional and national Door Darshan during Prime time of realistic life, practical episodes from lives of Lal Bahadur Shastri, Mahatma Gandhiji, Swami Vivekanand, Saints identical Kabir,other regional heroes and torch bearers 2 ) Reinforce similar programs in schools nd colleges 3 ) Highlight simplicity of cultural, moral values by eulogising episodes of Awardees like Child Heroes, Teachers, craftsmen, artists, musicians 4) Revise text books in schools and improvise extra curricular to uphold values per above in every school 5) gallop educational shorts on mass-media for exhorting citizens for RIGHTS, and How and where to access Right to Information 6)Introduce more Jan Kalyan and P-R in every Govt. Revenue offices, collectorates, etc. 7 ) Improve supply aspect economic science for Education by doubling schools, Vocational Diplomas, colleges of Medical, Engineering, I.T, as well as distant and On-line educational facilities 8 )Improve Supply side economics for basic s like seeds, irrigation, sprinkler irrigation,Renewable energy devices like SOLAR,WIND for every 10 households to begin with in every village, Farmers Co-ops for direct marketing to Urban areas 9)Encourage terrace farming of potatoes, etc like in south american Andeas, and Japanese Rice growing techniques in higher altitude regions, etc 10 )Involve and encourage more womens NGOs and gram panchayats to monitor all of above to embolden PRO-ACTIVE GROWTH Orientation, thus avoiding PITFALLS and EVILS of Shortages and Contrived SOCIALISM . REGARDS.

Compulsive gambling Essay

More than 5 million Americans are ghoulish, compulsive and worry happenrs, and another 15 million are at risk of becoming just homogeneous them. A common commentary of problem looseness is a progressive disorder characterized by a continuous or monthly loss of control over gambling and irrational thinking and behavior despite the consequences. When gambling interferes with ever soy ones life, it can be categorize as an addiction or disease, just like alcohol and drug addiction is categorize as a disease. A study conducted for the National drama Impact Study Commission found that 20 million American have or could get down gambling problems.Also they have estimated those 1. 8 million American adults as well as up to 1. 1 million American adolescents age 12 through 17 engage in sober pathological gambling each year. As legalize gambling has become more common in the United States problems have sprung up as well. That negative influence is becoming more apparent as gambling is more widely available. It is becoming increasingly easy to gamble in the United States peculiarly in the last 10 years, and problems with gambling are much more common now than they ever were.Studies show that for every dollar gambling produces for a regional economy, three dollars are lost because of the economical and social cost of gambling. The study has also said that if the government legalizes more gambling, taxpayers will lose money, whether they gamble or not. The gambling industry believes it is just selling an innocent form of family entertainment, but they dont mention how much the players lose or how gambling encourages addictive behavior or the enormous be it creates for the rest of society.It has been said that, gamblers with higher counts of gambling symptoms will have higher rates of problem. There numerous consequences associated with compulsive, pathological and problem gamblers. Examples of such consequences include job and financial problems, divorce, poor health, and criminal involvement. These addictions are the lifeblood of the gambling industry, said an economist from the University of Illinois by name Earl Grinols.He researches and found out, that casinos earn more than half their revenues from compulsive, pathological, and problem gamblers. The casino industry is heavily dependent on the revenues of psychologically sick people, says Grinols. Millions of families are paid a heavy price, not just financially, but also strains in family and marital relationship. Family members of compulsive and pathological gamblers are hurt by their disease, mainly because an emotional withdrawal occurs, which leads to separation.

In What way is the “war like moor” flawed? Essay

T pukenonball along the stages of his deathand the pertain it has on char shapeers and events in the drama.Othello is a comprise which conforms to the generic features of a tragedy, The entire drama is about Othellos d throwfall, which is orchestrated by Iago. The fall of Othello throws the overtake into chaos and brings down the people around him. Othello is a slice with a powerful position at bottom the army, the high position is iodin of the features of a tragedy. The protagonist needs to have a position to lose. The damage that is magnified to bring him down is jealousy, this is seized on by Iago who defines Othellos fate unavoidable.Othello is blind to this inevitable death that causes him to mutilate his wife and his close fri end Cassio to die. Every tragic hero performs an act of hubris, Othellos act is to kill Desdemona. Othello weighs he has the right to kill her because she has gone against convention to make him a cuck overage, as a man he trusts he has po wer to. The peripertia is an important time in the wanton away, Othello has been having good fortune up until he murders Desdemona. This is when Othello has his anagnorisis, he realises that she was innocent and he killed her unjustly. Following this discovery Othellos fall from greatness begins, he is no longer respected and he loses his position in the army. The death of Othello restores the natural order of the play.Othello is introduced to the reference by some other characters within the play. Iago undermines the auditory modalitys view of Othello as a hero, he focuses on Othellos race and sexuality to present Othello as negative. Iago uses lots of sexual imagery, talking about an old black ram and a white ewe. He sets up imagery of Othello being a untamed man with an innocent girl. This also brings in symbols, the black represents the devil and evil whereas Desdemona is shown to be innocent and unmixed. Othellos male sexuality is shown as negative and beast like. Iago is preoccupied with Othellos sexuality, he is jealous of his strength, maleness and heroism.Brabantio accuses Othello of practising foul charms on Desdemona, he can non understand how his pure daughter would fall in do with the ignorant moor. Brabantio sees it as being against all rules of nature. He believes that because Othello is a black man in a white society that he can non have a high class white lady. end-to-end the play there is contrasting viewpoints. Othello is respected by the Duke and others within the army, they believe him to be a undaunted moor merely Iago sees Othello as defective. This shows how Othello genuinely is, respected and how Iago is the only person to see Othello as evil. Iago is blinded by his desire for revenge. There are further contrasts within the play with Desdemona being pure and Bianca being a strumpet. This enhances Desdemonas image of being pure and faithful. She remains two dimensional in the play, a woman of unquestioning virtue.Othello is flawed in many ways, he is jealous and of remark but it is pride that leads to his ultimate undoing. The jealousy is his most evident flaw. He is portrayed to be a green eyed monster. This has as emotional and physical effect, he is green with envy and it eat away at his mind but also it affects his body. He suffers from epilepsy overdue to the stress he receives as a result of his jealousy. When Othello finds himself to be a cuckold his pride is wounded and he needs to acquire it somehow. In an attempt at regaining it he commits an act of hubris, namely murdering his wife, the fair lady. As her husband he sees himself to be better than her and to therefore have power over her. It is implied within the play that Othellos belief of himself as higher Desdemona morally is impossible.This is achieved through pathos as the reference emphasises with Desdemona. In depicting Desdemona as divine the audience sees her as a perfect wife, therefore when her husband falsely kills her, the audience feels sorry for her and sentenceatory to Othello. The audience recognises Othello has been manipulated however their sympathies do not lie with him as a victim in the same way they perceive Desdemona. It is very easy for Iago to manipulate Othello, this is mainly due to his reputation as an honest man and Othellos naivety. Othello is also worried because he is a black, unbookish man in a white upper-class society. He does not truly believe that Desdemona can love him because of this and querys her true love for him but really she is loyal to her get the hang.Othello could not stand back and particularise why she loved him, he is driven by his own love. He believes he loved not wisely but too well. As Iago is seen to be a man of exceeding frankness Othello has no reason to query the seeds of doubt Iago sows. Iago does not utter that Desdemona is having an affair with Cassio, he just makes remarks and informs Othello of things that make him doubt it. Iago tells Othello of Cassio sneaking away so guilt-like. This is so it cannot come back to him with Othello saying Iago told him. Also Iago acts skanky to uncover information about Cassio, pretending to defend him but really casting more doubt on him. Iago says he would rather have his tongue cut from his mouth than to expose Cassio but really he is happy to do it but wants the situation to seem worse.Iago believes he is justified in what he is doing to Othello but there is no real evidence to this being true. He has two main reasons for his attempts at bringing down Othello, he believes he merited the job which Cassio was given and he thinks that Othello slept with his wife. Iagos belief that Othello slept with his wife comes from a rumour he hear but it is not supported with substantiation. Iago knows that is probably is not true but he uses it as an excuse anyway, he admits it is only thought that Othello has slept with his wife. Othellos pare colour contributes to Iagos reasons to bring dow n Othello, he sees him as undeserving of the rank because of his race and he does not believe it matters if a black man is brought down. Iago wanted Cassios job because it would mean that he would have power and Iago craves power.He is frustrated at being constantly overlooked within the army and having no authority. Iago is respected for his honesty but this is ironic be cause he is the complete opposite. He says, I am not what I am, admitting he is putting an act on to everyone so he can gain trust to lead Othello to his downfall. A lot of Iagos plans are for variation, he enjoys to see people suffer, he wants to see people suffer because he feels rejected. Iago is not seen as a best friend but as someone trustworthy, this upsets him, leading to his need for revenge. Iago sees himself to be the master of himself, I follow but myself, he is completely in control of his actions and his surroundings, even at the end of the play when his plot has failed he is in control by refusing t o reveal his plot.Lodovico represents Venetian society and is a relative of Desdemona so his views are key to the play. Lodovico plays the part of the chorus, he is detached from the main event and has a critical perspective on Othellos actions. Lodovico arrives late in the play and therefore does not see everything that has happened, he meets Othello for the first time and does not see the valiant moor he expected but a cruel moor. He arrives in the court to see Othello slapping his wife and does not believe that this can be the same man that the senate call all-in-all sufficient.Lodovico believes he is deceived by Othello and the stories he has heard of him. Othellos downfall has now become public. Lodovicos appearance in the play also reminds the audience of what Desdemona gave up to be with Othello, this makes the audience believe that Othello is even more demonic for attacking and murdering Desdemona. Othellos demise brings chaos to the army, with him dead and Cassio being dism issed only Iago is left. If Iago had not been found out then he would be in charge of the army which would be a disaster. He would lead with a mist power and he would be tyrannical. The Venetian society would fall if Iago were in charge due to his self-obsession.Desdemonas suffering starts with the handkerchief, at this point Othello believes his suspicions of her are confirmed. The highpoint of her suffering comes when it becomes public. When he slaps her in public there is a realisation by everyone that Othello is changing. The slap brings high embarrassment to Desdemona. The unjustified suffering which Desdemona is receiving has an emotional and physical affect on her, she is so upset and bewildered by what Othello is accusing her of, she questions everything he says, confused and bewildered. Desdemona cannot bring herself to say what Othello accused her of because she finds it so disgusting.The physical effects of her suffering are the slap that she receives and her death. Othe llo is insecure about his race and this leads to his belief that he never truly deserved her. As Othello never honestly believed that he deserved Desdemona Iago easily took him in. He is deceived by Iagos lies and tricks because he never believed that Desdemona loved him and he does not believe what she says because of it. If he were not so insecure he would listen to her and realise that she was honest all along. Othello asks for proof of her affair but what he really wants is proof of her love. He gave her the handkerchief as a token(prenominal) of his love and he has not received anything in return.Othello is blind to many things, not just his own weaknesses but Desdemonas undying love for him. Othello has no understanding of his own weaknesses and how they can be manipulated. He is also blind to the true virtue of Desdemona, he sees her as perfect at the start, with not one flaw but by the end he calls her a strumpet.Othello cannot see Desdemona as anything other than perfect o r evil, there is no middle ground in his mind. In his mind she is any a fair lady or a strumpet, he believes she is an icon for good with no possibility for weakness. Othello is more accepting of the negative points, this is due to his life of slavery and situations of imminent deadly infract. He can relate to negative problems but he does not have any bang of a good life. Othellos poor judgement leads to him wrongly dismissing his best friend and believing a deceitful Iago. Othello believes all that Iago says but ignores what the other characters say. He poorly judges the situation.Emilia is the most tribulation stricken character following Desdemonas death, she feels that she is partly to blame for Desdemonas death. She feels this because it was her that stole the hanky and gave it away, if she had not then Desdemona may not have died. Emilia is very loyal to Desdemona, she pledges her loyalty to Desdemona. After the murder she tells Othello that Desdemona is heavenly true and would not cheat on him. Her true feelings begin to emerge, she calls Othello a devil, she no longer fears him because by committing murder he has lost all power.She believes Othello is as ignorant as bastard to fall for Iagos plans. Iago tells Emilia to charm her tongue, he does not want her to talk because she can reveal him for what he is. She ignores his orders and chooses to stay loyal to her mistress, saying she is bound to turn to. The loyalty she has for Desdemona is greater than that for her husband, she takes this so far as to be killed. Iago shows no remorse for what he has through with(p), he remains resolute and chooses never to speak a word, by doing this he remains in control and stops the situation nice worse. Lodovico condemns Iago on his actions, he and Gratiano vow to make Iago talk through torments and torture if that is what is necessary. They feel Iago has committed a crime against Venetian society bringing down its General and causing chaos within the army . umpire is reinstated when Othello kills himself, the audience is made to feel that as he took a life it is right that his should be taken. The characters condemn Othello as the fool that he is and that he is revealed to be a slave of his passions. Othello dies seeing himself to be the enemy, cleansing not himself but what he has become. He recognises his own damnation and welcomes it to equal the scales. Othello cannot control what he does, he cannot control his emotions. Iago is seen for what he really is, a cunning man with overpowering greed and jealousy. He is ravenous for power and this is what leads to him bringing chaos and destruction to the Venetian society.With Cassio in charge of the army, order is restored, the society can get on as if it had not happened. The realisation Othello has of his flaws give the audience a instinct of catharsis, the audience feel that now he knows of his mistakes he cannot do more wrong. He feels bad for what he has done and understands th at killing himself is the only way to restore order. It is arguable that the play does not give a sense of catharsis because it is never shown that Iago is tortured. The audience never sees him being properly punished for the problems he has caused. Also Iago never repent of what he has done, he never understands the pandemonium he has brought to the Venetian society. Overall Othello is flawed in many ways, he is jealous, insecure and full of pride, This leads to his demise and the demise of the other characters within the play.

Assessment for Learning: the Roles of Teachers Essay

1.1 Comp are and contrast the roles of the t apieceer and the development championship practitioner in respectment of assimilators achievements. The roles of T for each oneers and socialisation support practitioners are akin(predicate) in that they are both continuingly monitoring the kick upstairs and achievements of the learner. Teachers hold to be aware of every boors progress within their setting. Gathering evidence and developing a full brief of each babe is important, in order to understand their individual needs and supply accurate feedback to other teachers, support staff, parents and the senior leadership team. Teachers are required to plan lessons and set learning objectives for their classes. This is usually discussed with support staff, so they are able to help implement the lesson and effectively support the childrens learning. represent assistants jakes as well as be involved with the planning process, as their feedback should influence what is included i n the lesson, and how future lessons needs to prevail forward. Both Teachers and Support Assistants should be observing children throughout the lesson. Support staffs are in a peculiar position, as they are able to observe the class whilst the Teacher leads the session.Through observations, teachers and support staff bottom of the inning identify children who are in need of additional support it also gives a clear picture of class attainment as a whole. By doing this, targets bed be set for individual children and disparate ability groups, helping them progress with their learning. The every congealall achievement of a class is a collaborative driving force between the teacher and the learning support practitioners. The responsibility of assessment falls to anyone working with the child, and is an on-going process that should never stop happening in the learning environment. 1.2 Summarise the difference between formative and summative assessments. Teachers and Support staff u se many different methods when assessing learners. These may include observations, written records, verbal discussions, checklists and tick charts. Assessments can either be formative or summative. Formative assessments On-going series of processes that are not conclusive.They are use to gather evidence, and help build a more complete picture of the child, for example A childs behaviour may be monitored over a period of time, in order to assess how best to cater for their needs. This will influence future planning and support interventions, as well as help to give a more complete picture of their behavioural patterns. Summative assessments Used to shed conclusions and bring evidence together. They will consolidate all observations and previous assessments to come to an overall conclusion. Planning can then be set for the next steps, for example A child who has had his behaviour observed over a period of time, in various different settings, may buzz off an IEP put in place in lig ht of the evidence gathered. Formative assessments are needed in order to make a summative assessment, as they are what contribute to the findings and overall conclusions. 1.3 Explain the characteristics of assessment for learning.Assessment for learning is a key tool for both Teachers and Support staff. It ensures that the learning goals for each lesson are clearly identified and are understood by the learner. This can be achieved by using the WALT and WILF principle WALT, meaning We Are culture Today and WILF, meaning What Im Looking For. These objectives should be established at the beginning of each lesson, in order for the learner to understand the lesson criteria and expectations. Assessment for learning also aims for each child to have knowledge of the level they are working at, and what their targets are. This promotes independent learning, as the child understands what they are aiming to achieve and the goals they need to reach. Self-assessment and peer assessment is a key characteristic in assessment for learning. It aims to make children autonomous learners, and be able to recognise how to improve their work. Peer assessment allows children to give constructive advice to their peers, in order for them to progress their skills and learn from one another.Giving feedback to learners, so that they know which steps they need to take next, is crucial. Constructive feedback, along with effective planning, will focus the learners attention to the areas they need to improve on. Its important that each learner believes they have the power to improve, and are confident enough in their ability to do so. 1.4 Explain the brilliance and benefits of assessment for learning. Assessment for learning is an important teaching tool as it clarifies whether or not the learning objectives, delivered through teaching, are being met. It can determine the educational needs of the children and affect decisions on tautological provisions or interventions, funding and a child s marks. It helps develop a different culture towards learning and actively involves the child in that process.This is achieved through helping the child understand the purpose of their learning, gr giveup them the ability to recognise their own strengths and areas they need to improve on, motivating them to aspire to achieve through goals and targets, and grownup them an opportunity to discuss with teachers and their peers about their learning. This is hugely beneficial as it encourages children to take ownership over their own learning. It also helps teaching staff identify the needs of the children and determine what approach to take next.

The Securities Market in Vietnam

The Securities Market in Vietnam 14 exhibit 2007 This article is an introduction to the sancti mavind poser that governs the securities market in Vietnam, in equivalenceticular national tins, itemization, unexclusive companies and buying shargons. This article focuses on the cooking of natural honor 70-2006QH11 of the National Assembly on Securities ( fair play 70) and gild 14-2007-ND-CP of the government activity dated 19 January 2007 Providing Detailed Regulations for execution of instrument of a Number of Articles of the lawfulness on Securities ( fiat 14) .The MOF is to shortly reveal a regulation to further leave guidance to the SSC on regulating and establishing enthronement bloodlines, securities companies and fund focussing companies. An update go forth be provided erstwhile the regulation has been promulgated. 1. 1. 1 Relevant bodies The altogethitherge Securities Commission (SSC) The SSC is the authorised regulator of the stock commute, and is over seen by the Ministry of pay (MOF). The HCMC Securities avocation pith (HCMCSTC) The HCMCSTC is an administrative unit of the SSC.It is a securities occupation and leaning market and every last(predicate)eges and official instrument done with(predicate) which young government bonds be incommoded and is the secondary markets for some(prenominal) existing bonds. Currently, the HCMCSTC is an administrative unit under the SSC. on a lower floor faithfulness 70 it is to covert to either a Stock replacement or a Securities Trading Centre in the mark of a bettericular liability union or a sh atomic number 18 patroniseing c solelyer by July 2008. It is judge that the HCMCSTC will be born-again into a Stock Exchange. 1. 2 1. 3 The capital of Vietnam Securities Trading Centre (HASTC) The HASTC is an administrative unit of the SSC.It is a securities vocation and list market and expands and is likewise Vietnams official over-the-counter market for securities. Under rectitude 70 it is to covert to either a Stock Exchange or a Securities Trading Centre in the form of a control liability comp whatsoever or a bundleholding alliance by July 2008. It is expected that the HASTC will be converted into a Securities Trading Centre. 2. Public spell (PO) In Vietnam the processes of a in the worldly concern eye(predicate) spell (PO) and lean are contrary, although companies may do the two simultaneously.A PO is an offer to tell on shares, bonds or fund certificates via the mass media, or to at least(prenominal) light speed investors excluding institutional investors or to an unspecified twist of investors. 2. 1 Participants (a) The resignr or take organization. This is the enterprise making the PO. The securities may be listed or unlisted. Underwriters. Securities in a PO may be distri nonwithstandinged by insurance underwriters. Underwriters moldiness be securities companies make up to underwrite issues of securities or a commercial d eposes O.K. by the SSC to underwrite issues of bonds, on conditions regulated by the MOF.The role of the underwriter is to assist the issuer to complete procedures earlier to the PO, to corrupt the securities for resale or the unsold portion of the securities from the issuer, and to assist the issuer to distribute the securities to the public. shop steward banks. These are commercial banks that are either domestic or immaterial invested (that is, non an offshore authorize bank) and are licensed to carry place securities depository activities including the keeping and maintaining of securities. Allens Arthur Robinson Vietnam rights (b) (c) (d) Investors. Investors who wish to bribe securities may be Vietnamese or outside(prenominal) investors but international investor essential first try for for a securities transaction code. unknown investing is alike causal agentful to bourneations (discussed below). 2. 2 Currency and par protect Securities offered by a PO essential(prenominal) be denominated in Vietnamese dong. The par protect for shares and fund certificates is VND10,000 and the minimum par value for bonds is VND100,000. Conditions for a PO (a) Shares.An issuer of shares moldinessinessiness be a shareholding phoner with pay great(p) of at least VND10 million at the judgment of conviction of registration of the PO, essential(prenominal)iness gain made a salary in the year anterior to the PO and essential not suck accrued losses as at the year of registration of the offer. The frequent meeting of shareholders1 of the issuer must pass an issue invent and intention for consumption of the regaining earned. 2. 3 Under revisal 14 separate special conditions admit to fresh realized enterprises conducting an initial public offer if the enterprise is in the infrastructure or high-tech sectors.These conditions complicate the arrangement for there to be an underwriter, and the obligation for there to be a bank supervising utilization of the proceeds earned from the offer. (b) Bonds. An issuer of bonds must scram paid-up crownwork of at least VND10 billion at the condemnation of registration of the PO, must expect made a profit in the year prior to the PO, must not welcome accumulated losses as at the year of registration of the offer and must not defy to a greater terminus than than 100 overdue debts payable. The c bothing card of caution or members council of the issuer (as applicable) must pass an issue final cause and intention for utilization and repayment of the proceeds earned.The issuer of bonds must also present an labor to investors to discharge it obligations. In the case of convertible bonds the issue plan and plan for utilization proceeds must also throw off a plan for issuance of the shares for changeover and all plans must be passed by the general meeting of shareholders (not the board of counseling). (c) Fund Certificates. Issued fund certificates must e ncounter broad(a) value of at least VND50 billion. thither must also be an issue plan and a plan for investment of the not bad(p) funds earned. 2. 4Prospectus Issuers of a PO must prepare a prospectus. The main contents for a prospectus are appointed in Law 70 and the MOF has been delegated the undertaking of creating a try form prospectus. Among other things, the prospectus must overwhelm the financial statements of the issuer for the 2 historic item prior to the issue of the PO. The prospectus must be subscribe by the chairman of the board of steering, the general conductor, the financial director/ news reportant ( yet in the case of shares and bonds) and the sanctioned representative of the underwriter. . 5 allowance The issuer must designate the PO with the SSC. To register, the issuer must submit a take for registration and attach those documents that are required by Law 70 (and which will be presumptuousness more detail in specific regulations of the MOF). The documents required include the prospectus, the charter (or in the case of a PO of fund certificates, the proposed charter of the securities investment fund) and relevant resolutions and undertakings by the issuer. In the case of a PO for fund certificates the 1In the case of a enterprise with unknown possess capital that is converting to a shareholding association in combination with making a public offer of shares, Decree 14 clarifies that the issue plan and plan for utilization is passed by the owner of the enterprise with 100% foreign owned capital and the board of management of a joint venture enterprise. 2 Allens Arthur Robinson Vietnam Laws contract for command between the custodian bank and the securities investment fund must also be submitted. The SSC has 30 historic period from reception of the registration statement to cin one casede registration. . 6 Announcement Within 7 solar days from credential of registration the issuer must make a public announcement in 3 consecutive composition issues. The announcement must stipulate the era in which investors render to register to obtain the securities. The time limit stick out be set by the issuer but must be a minimum of 20 days. Registration to purchase and payment of monies When an investor registers to purchase the securities it must pay the purchase charge into an escrow bank account and this money will remain in escrow until completion of the PO.Allocation and delivery The issuer must allocate the securities inwardly 90 days from the SSCs certificate of acceptance, and physically deliver the securities to investors within 30 days from the date the offer force outs. 2. 7 2. 8 3. lean Listing is the process of taking a privately-owned organisation including an equitized or equitizing State owned enterprise (SOE) and making the regeneration to a publicly-owned entity whose shares sack be traded on the HCMCSTC or HASTC. 3. Conditions, natural covering and procedures for lean The r egulations on the conditions, diligence rouses and procedures for itemization a caller-out are not contained in Law 70, they are contained in Decree 14. The conditions for itemization on the stock stand in (of which there are presently none in Vietnam) are different from the conditions to list on a securities trading meat. However, in foreboding of the HCMCSTC converting to a stock put back, new registrations for listing on the HCMCSTC must satisfy the conditions applicable for stock exchange listings, while existing listed companies on the HCMCSTC stick two years to satisfy these conditions.Companies failing to meet these requirements will have their listing moved to the HASTC. Conditions, application and procedures for listing on the Stock Exchange/HCMCSTC (a) Shares. The listing attach to must be a shareholding comp both with paid-up capital of at least VND80 billion at the time of registration for listing, must have made a profit in the two years prior to year of lis ting and must not have accumulated losses as at the year of registration for listing. at that place must not be overdue debts payable (unless a lawful prevail has been made for them) and there must be public disclosure of all debts owed to the companionship by officers2 and major(ip) shareholders. At least 100 shareholders must own 20% of the right to vote shares of the listing social club, and there must be an undertaking from shareholders who are also officers of the telephoner to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the spare-time activity 6 months. Bonds.The listing company or SOE must have paid-up capital of at least VND80 billion at the time of registration for listing, must have made a profit in the two years prior to year of listing and must not have overdue debts of more than 1 year. in that respect must be at least 50 bondholders in any one bond issue. 3. 2 (b) 2 Officers are the members of the board of managem ent, members of the board of controllers, director, general director, surrogate director, deputy general director and read/write head accountant. Allens Arthur Robinson Vietnam Laws (c) Fund Certificates. Issued fund certificates must have total value of at least VND50 billion. There must be an undertaking from the initial shareholdings and members of the committee of representatives of the fund to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months. There must be at least 100 owners of fund certificates. 3. 3 Conditions, application and procedures for listing on the HASTC (a) Shares.The listing company must be a shareholding company with paid-up capital of at least VND10 billion at the time of registration for listing, must have made a profit in year prior to year of listing and must not have overdue debts of more than 1 year (with no current debts or financial obligations to the State). There must be at least 100 s hareholders with voting shares, and there must be an undertaking from shareholders who are also officers of the company to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months.The conditions relating to profitable personal line of credit operations and overdue debts do not apply to newly accomplished enterprises in infrastructure and high-tech sectors or equitizing SOEs. (b) Bonds. The listing company or SOE must have paid-up capital of at least VND10 billion at the time of registration for listing, and all bonds in the issue must have the same maturity date. Other types of securities. The task of stipulating conditions for listing other types of securities has been delegated to the MOF. (c) 3. 4 Registration The listing enterprise must register with the relevant exchange or trading centre.To register the listing enterprise must submit a registration event and attach those documents that are required by Law 70 (and whi ch will be given more detail in specific regulations of the exchange/trading centre). The documents required include the prospectus, relevant corpopace resolutions, register of shareholders/bondholders and required undertakings. The exchange/trading centre has 30 days from receipt of the registration slip to approve or refuse the application. 3. 5 Trading Current guidelines on securities, membership of the HCMCSTC/HASTCand trading in securities are contained in poster 583 implementing Decree 1444.In time, Circular 58 should also be repealed by a new circular implementing Law 70 and Decree 14. In the interim the HCMCSTC and the HASTC uphold to apply the day to day trading figures contained in the Circular 58. In addition, under Law 70, the HCMCSTC and the HASTC each are given the province to issue regulations on the trading of listed securities within their respective centres. 3. 6 Other trading Securities listed on a Stock Exchange cannot be traded after-school(prenominal) the Stock Exchange, unless otherwise stipulated in the trading rules of the Stock Exchange.In comparison, securities listed on a securities trading centre (STC) can be traded at a securities company which is a trading member of the STC. 3. 7 Taxation holidays roughly over Previously, to encourage investment in Vietnams securities market, unlike incentives were offered, 3 4 Circular 58-2004-TT-BTC of the Ministry of finance dated 17 June 2004. Both Circular 58 and Decree 144 were issued before Law 70 and Decree 14, and must be read down to the issue of the inconsistency. 4 Allens Arthur Robinson Vietnam Laws ncluding preferential corporate income evaluate rates to companies upon listing. However, this preferential assess treatment ceased on 1 January 2007. Dividends from shares have been free of in the flesh(predicate) income tax since 1994. However this very long temporary exemption is expected to come to an end under the proposed Law on Personal Income Tax, which was considere d by the National Assembly in October-November 2006 and is expected to be passed in 2007. If passed in its current draft form, dividends from shares will be suit to personal income tax at a proposed rate of 5% from 1 January 2009. . Public companies A public company is a newly introduced concept in Vietnam. A public company is a shareholding company with any of the following characteristics Shares have been issued via a PO. Shares are listed on the HCMCSTC or the HASTC. Shares are owned by 100 or more investors, excluding professional securities investors, and have a paid-up charter capital of VND10 billion or more. Importantly, a company does not have to be listed to be deemed a public company. New rules introduced for public companies include 4. Filing A public company must lodge the public company file with the SSC within 90 days of fitting a public company. The public company files comprises the companys charter and business registration certificate, the intimately recent financial statement and summarized information on its business operations scale, management organization and shareholding structure. major(ip) shareholders A shareholder of a public company is deemed to be a major shareholder when it holds straightway or confirmatoryly (undefined) 5% or more of the voting shares the company.Upon becoming a major shareholder, the shareholder must report to the SSC and the HCMCSTC or HASTC (depending on where the shares of the public company are listed/offered). The information that must be reported is not extensive only dilate of the investor (name, address) and details of the shares (number, percentage). However, important changes to this information, including a change of the number of shares in excess of 1%, must also be reported. Takeovers An offer to purchaser 25% or more of the voting shares in a public company must be made by a public offer to contain.The public offer to acquire must be registered with and approved by the SSC (the law does not detail any criteria or basis for the approval) and must be inform in the mass media. Of note, if after implementation of the public offer to acquire, the acquirer holds 80% or more in the public company, the acquirer must, if the remaining shareholders so request, acquire the remaining shares at the announced price of the offer to acquire. 4. 4 Disclosure requirements A public company must publicly disclose trusted information and report it to the SSC.Annually, a public company must disclose its audited financial statements. In addition, it must disclose information within a short period (24 hours, or 72 hours) upon the happening of a prescribed event, for example if an account of the public company is cold (within 24 hours) or if a finding is made to borrow bonds with a value of 30% or more of the companys impartiality (within 72 hours). 4. 2 4. 3 5 Allens Arthur Robinson Vietnam Laws 5. 5. 1 conflicting investors how to purchase sharesUnlisted shares To contribute ca pital or purchase shares in Vietnamese enterprises, foreign investors must disseminate a Vietnamese dong capital contribution and share purchase account (Account) at a commercial bank operating in Vietnam. All transfers of funds for the purpose of contributing capital, purchasing and marketing shares, transferring capital contribution, receiving and using dividends or cyberspace distribution, or purchasing foreign currency from authorised banks for absolution abroad and other transactions relating to any activity of capital contribution or purchase of shares inVietnamese enterprises by foreign investors must be performed through this Account. Further, this Account may only be used for capital contributions and share purchase activities. Within 2 working(a) days from the date of disseminateing the Account at a commercial bank, the foreign investor must register the Account with the State Bank (Department of Foreign Exchange Control). Under law, the State Bank must certify regis tration of the account within 5 working days, or otherwise provide indite notice of its reasons for refusing to provide affidavit.A foreign investor is only allowed to perform receipt or payment transactions through the Account after obtaining a document on certification of account registration from the State Bank. wherefore it is important for potential investors to organize this account well in advance of the relevant share purchase date. Other than the controls over the Account, trading in unlisted shares is for the most part unregulated. 5. 2 Listed shares The foreign investor must apply for a securities trading code from the HCMCSTC/HASTC.The application consists of an application form and supporting documents. Unfortunately, the supporting documents that originate exterior Vietnam (for example the constitution and organic law documents of the foreign investor) are subject to the tedious requirements of notarization and certification. Investors must then open a VND securi ties trading account with a registered broker in accordance with Decision 15505 to service activities of the purchase and sale of securities.The following accounts must be opened by the broker at an authorized bank in Vietnam (a) a specialized, on-call foreign currency deposit account, into which foreign currency of the foreign investor is deposited (i) for the purpose of conversion into VND for purchase of securities or (ii) after conversion from VND for the purpose of remission of sin overseas or other authorized foreign currency remittances in Vietnam and (b) a specialized, on-call VND deposit account, into which all VND amounts (after conversion from foreign currency) and all VND income from securities nvestment is transferred and from which all VND remittances for purchase of securities or for conversion into foreign currency is made. Listed share certificates must be centrally deposited at the Vietnam Securities Depository (VSD). This happens in two steps first, the owner dep osits the certificates with a depository member (for example, the broker or depository bank) and second, the depository member in turn deposits the certificates at the VSD. Cash occlusion is made via the settlement bank, which is the BIDV. 6. 6. 1Foreign investors dressions Prohibited and qualified sectors Four prohibited sectors are listed in the 2005 Law on Investment. These sectors apply equally to foreign and local investors. Nine conditional sectors are listed in the 2005 Law on Investment. These sectors also apply equally to foreign and local investors. In addition foreign investment is conditional in 13 sectors specified in Decree 108 and other investment sectors in foreign treaties of which Vietnam is a member and which restrict the opening of the 5Decision 1550-2004-QD-NHNN of the State Bank of Vietnam dated 6 celestial latitude 2004. 6 Allens Arthur Robinson Vietnam Laws market to foreign investors. It is not yet clear what the conditions are, and whether they may include restrictions on indirect investment. 6. 2 Other restrictions The current (to the extent that they have not been specifically repealed) laws of Vietnam consist of the following restrictions (a) (b) (c) There is a cap on total foreign shareholdings in or capital contributions to any one unlisted domestic business of 30% of the charter capital (30% rule).The range of unlisted companies in which foreign investors may purchase shares is also confine by sector (only 35 business lines are permitted). Foreign investors may hold a maximum of 49% of the total shares of any one company listed at a stock exchange or registered for trading at a securities trading centre (49% rule). Although not yet specifically repealed these restrictions may be affected by the 2005 Law on Investment which stipulates investors must be permitted to invest in all sectors and in all industries and trades which are not prohibited by law.Therefore under this general rule foreign investors should be (in theo ry) permitted to invest in all sectors and all industries provided that they are not in a prohibited or conditional sector (as above). It is not clear if the authorities will interpret the 30% rule and the 49% rule as being repealed by or alternatively, qualifying the Law on Investment. We consider that the better view is that these rules should be repealed by the Law on Investment. This view is consistent with the WTO article of belief of national treatment.However, we understand that in a meeting held on 18 January 2007 between the Government Office, the Ministry of finance and the SSC the Government Office expressed the Prime Ministers opinion that the 49% rule would continue to be applied temporarily. In any event, specific restrictions will continue to apply to conditional sectors (for example, banks) in accordance with commitments made under multinational agreements. 7. 7. 1 Securities Industry Players General Securities companies and fund management companies are the key pl ayers in the Vietnamese securities industry.This section provides an overview of the background knowledge of activities under Law 70 of these companies Securities company As at 29 December 2006, the SSC has issued 55 running(a) licenses to securities companies under the previous securities law regime. after(prenominal) the effective date of Law 70, being 1 January 2007, there have not been any operable licenses issued and the most likely reason is that the implementing regulations for Law 70 have not been promulgated to guide the SSC in its work.Under Law 70, securities companies are permitted to engage in any or all of the following activities (the minimum legal capital is listed along side each of the activity) (a) (b) securities brokerage (VND 25 billion) securities self-trading (if the securities company engages in this activity it can only conduct the other activity of underwriting) (VND 100 billion) underwriting issues of securities (VND clxv billion) securities investment consultancy (VND 10 billion) financial consultancy go and other financial services. . 2 (c) (d) (e) (f) The permitted areas of activity are particular(a) compared to the business areas permitted under the old securities law regime. The prescribed minimum legal capital has also increased. This explains why there was a rush towards the end of 2006 to obtain a securities company license from the SSC. 7 Allens Arthur Robinson Vietnam Laws 7. 3 Fund Management Company earlier to the effective date of Law 70, eighteen operational licenses were issued by the SSC to fund management companies.Again there was a rush to obtain a license towards the end of 2006 because the orbit of business activities has been restricted under Law 70. A fund management company can only engage in fund management and portfolio management and the minimum legal capital for establishment is VND 25 billion. 8. Funds This section provides a instruct overview of investment funds as this is the subject of a cri tical paper which will be released once the MOF has settled the regulation on investments funds and other link up matters. Investment funds have been operate the bullish Vietnamese stock market.There have been a emergence number of offshore and onshore investment funds established in recent years. At least 25 investment funds are operating in the market with an objective of investing in Vietnam. The Prime Minister has reportedly indicated that regulations on capital controls would be tightened to prevent capital flight which in all likelihood means that the MOFs soon to be released regulations would introduce further regulatory controls on the operation of Funds. In brief, Law 70 sets the framework for the establishment of onshore public and members funds.Public funds and members funds must have at least VND 50 billion in start up capital and managed by a fund management company. A public fund may be an open or shut ended fund with at least 100 investors. A members fund must hav e up to 30 investors. Assets of a fund are to be held by a custodian bank. The MOFs future tense regulation is expected to contain other operational requirements. This article was written by Julia Howes, a attorney with Allens Arthur Robinson who has been practicing in Vietnam for 3 years.Allens Arthur Robinson is one of the largest international law firms in Asia, with more than 900 lawyers, including 179 partners. Allens Arthur Robinson has been providing legal services for clients in Australia for more than 180 years and in Asia for the past 30 years. Our Vietnam practice is managed by partners Bill Magennis in capital of Vietnam and Nigel Russell in Ho khi Minh metropolis, both of whom joined the Allens Arthur Robinson partnership from 1 January 2007. The Vietnam practice was established in 1993 and is one of the largest and most productive among foreign law firms in the country.For further information, please intercommunicate Bill Magennis Partner, Hanoi Ph +84 4 936 0990 Bill. emailprotected com. au Nigel Russell Partner, Ho Chi Minh City Ph +84 8 822 1717 Nigel. emailprotected com. au Steve Pemberton Partner, capital of Singapore Ph +65 6535 6622 Steve. emailprotected com. au Jim Dunstan Executive Partner Banking & finance and Asia offices, Sydney Ph +61 2 9230 4571 Jim. emailprotected com. au Simon Lynch Partner, Melbourne Ph +61 3 9613 8922 Simon. emailprotected com. au Jeremy unhopeful Partner, Sydney Ph +61 2 9230 4041 Jeremy. emailprotected com. au This publication is copyright.Except as permitted under relevant laws, no part of this publication may be reproduced by any process, electronic or otherwise, without the specific written allowance of the copyright owner. Allens Arthur Robinson 8 Allens Arthur Robinson Vietnam Laws The material contained in Vietnam Client Updates is intended to inform you of recent legal developments in Vietnam. It is not intended, and should not be relied upon, as legal advice. Should you wish further informat ion in recounting to any legal instrument or matter mentioned in this issue, please do not flicker to contact one of our offices.Ho Chi Minh City Suite 605 Saigon Tower 29 Le Duan Boulevard govern 1 Ho Chi Minh City,Vietnam Tel +84 8 822 1717 Fax +84 8 822 1818 nigel. emailprotected com. au Hanoi Suite 401 Hanoi Tower 49 Hai Ba Trung Hanoi, Vietnam Tel +84 4 936 0990 Fax +84 4 936 0984 bill. emailprotected com. au Allens Arthur Robinson a leading international law firm with lawyers in Bangkok Beijing Brisbane Hanoi Ho Chi Minh City Hong Kong capital of Indonesia Melbourne Perth Phnom Penh Port Moresby Shanghai Singapore Sydney 9 Allens Arthur Robinson Vietnam LawsThe Securities Market in VietnamThe Securities Market in Vietnam 14 March 2007 This article is an introduction to the legal framework that governs the securities market in Vietnam, in particular public offers, listing, public companies and buying shares. This article focuses on the provision of Law 70-20 06QH11 of the National Assembly on Securities (Law 70) and Decree 14-2007-ND-CP of the Government dated 19 January 2007 Providing Detailed Regulations for Implementation of a Number of Articles of the Law on Securities (Decree 14) .The MOF is to shortly issue a regulation to further provide guidance to the SSC on regulating and establishing investment funds, securities companies and fund management companies. An update will be provided once the regulation has been promulgated. 1. 1. 1 Relevant bodies The State Securities Commission (SSC) The SSC is the official regulator of the stock exchange, and is overseen by the Ministry of Finance (MOF). The HCMC Securities Trading Centre (HCMCSTC) The HCMCSTC is an administrative unit of the SSC.It is a securities trading and listing market and offers and official mechanism through which new government bonds are issued and is the secondary markets for several existing bonds. Currently, the HCMCSTC is an administrative unit under the SSC. Under Law 70 it is to covert to either a Stock Exchange or a Securities Trading Centre in the form of a limited liability company or a shareholding company by July 2008. It is expected that the HCMCSTC will be converted into a Stock Exchange. 1. 2 1. 3 The Hanoi Securities Trading Centre (HASTC) The HASTC is an administrative unit of the SSC.It is a securities trading and listing market and offers and is also Vietnams official over-the-counter market for securities. Under Law 70 it is to covert to either a Stock Exchange or a Securities Trading Centre in the form of a limited liability company or a shareholding company by July 2008. It is expected that the HASTC will be converted into a Securities Trading Centre. 2. Public offer (PO) In Vietnam the processes of a public offer (PO) and listing are different, although companies may do the two simultaneously.A PO is an offer to sell shares, bonds or fund certificates via the mass media, or to at least 100 investors excluding institutional i nvestors or to an unspecified number of investors. 2. 1 Participants (a) The issuer or issuing organization. This is the enterprise making the PO. The securities may be listed or unlisted. Underwriters. Securities in a PO may be distributed by underwriters. Underwriters must be securities companies authorized to underwrite issues of securities or a commercial banks approved by the SSC to underwrite issues of bonds, on conditions regulated by the MOF.The role of the underwriter is to assist the issuer to complete procedures prior to the PO, to purchase the securities for resale or the unsold portion of the securities from the issuer, and to assist the issuer to distribute the securities to the public. Custodian banks. These are commercial banks that are either domestic or foreign invested (that is, not an offshore licensed bank) and are licensed to carry out securities depository activities including the keeping and maintaining of securities. Allens Arthur Robinson Vietnam Laws (b) (c) (d) Investors. Investors who wish to purchase securities may be Vietnamese or foreign investors but foreign investor must first apply for a securities trading code. Foreign investment is also subject to limitations (discussed below). 2. 2 Currency and par value Securities offered by a PO must be denominated in Vietnamese dong. The par value for shares and fund certificates is VND10,000 and the minimum par value for bonds is VND100,000. Conditions for a PO (a) Shares.An issuer of shares must be a shareholding company with paid-up capital of at least VND10 billion at the time of registration of the PO, must have made a profit in the year prior to the PO and must not have accumulated losses as at the year of registration of the offer. The general meeting of shareholders1 of the issuer must pass an issue plan and plan for utilization of the proceeds earned. 2. 3 Under Decree 14 other specific conditions apply to newly established enterprises conducting an initial public offer if th e enterprise is in the infrastructure or high-tech sectors.These conditions include the obligation for there to be an underwriter, and the obligation for there to be a bank supervising utilization of the proceeds earned from the offer. (b) Bonds. An issuer of bonds must have paid-up capital of at least VND10 billion at the time of registration of the PO, must have made a profit in the year prior to the PO, must not have accumulated losses as at the year of registration of the offer and must not have more than 100 overdue debts payable. The board of management or members council of the issuer (as applicable) must pass an issue plan and plan for utilization and repayment of the proceeds earned.The issuer of bonds must also give an undertaking to investors to discharge it obligations. In the case of convertible bonds the issue plan and plan for utilization proceeds must also have a plan for issuance of the shares for conversion and all plans must be passed by the general meeting of sha reholders (not the board of management). (c) Fund Certificates. Issued fund certificates must have total value of at least VND50 billion. There must also be an issue plan and a plan for investment of the capital funds earned. 2. 4Prospectus Issuers of a PO must prepare a prospectus. The main contents for a prospectus are prescribed in Law 70 and the MOF has been delegated the task of creating a sample form prospectus. Among other things, the prospectus must include the financial statements of the issuer for the 2 years prior to the issue of the PO. The prospectus must be signed by the chairman of the board of management, the general director, the financial director/accountant (only in the case of shares and bonds) and the legal representative of the underwriter. . 5 Registration The issuer must register the PO with the SSC. To register, the issuer must submit a request for registration and attach those documents that are required by Law 70 (and which will be given more detail in spe cific regulations of the MOF). The documents required include the prospectus, the charter (or in the case of a PO of fund certificates, the proposed charter of the securities investment fund) and relevant resolutions and undertakings by the issuer. In the case of a PO for fund certificates the 1In the case of a enterprise with foreign owned capital that is converting to a shareholding company in combination with making a public offer of shares, Decree 14 clarifies that the issue plan and plan for utilization is passed by the owner of the enterprise with 100% foreign owned capital and the board of management of a joint venture enterprise. 2 Allens Arthur Robinson Vietnam Laws contract for supervision between the custodian bank and the securities investment fund must also be submitted. The SSC has 30 days from receipt of the registration statement to certify registration. . 6 Announcement Within 7 days from certification of registration the issuer must make a public announcement in 3 consecutive newspaper issues. The announcement must stipulate the time in which investors have to register to purchase the securities. The time limit can be set by the issuer but must be a minimum of 20 days. Registration to purchase and payment of monies When an investor registers to purchase the securities it must pay the purchase price into an escrow bank account and this money will remain in escrow until completion of the PO.Allocation and delivery The issuer must allocate the securities within 90 days from the SSCs certificate of acceptance, and physically deliver the securities to investors within 30 days from the date the offer ends. 2. 7 2. 8 3. Listing Listing is the process of taking a privately-owned organisation including an equitized or equitizing State owned enterprise (SOE) and making the transition to a publicly-owned entity whose shares can be traded on the HCMCSTC or HASTC. 3. Conditions, application and procedures for listing The regulations on the conditions, a pplication files and procedures for listing a company are not contained in Law 70, they are contained in Decree 14. The conditions for listing on the stock exchange (of which there are currently none in Vietnam) are different from the conditions to list on a securities trading centre. However, in anticipation of the HCMCSTC converting to a stock exchange, new registrations for listing on the HCMCSTC must satisfy the conditions applicable for stock exchange listings, while existing listed companies on the HCMCSTC have two years to satisfy these conditions.Companies failing to meet these requirements will have their listing moved to the HASTC. Conditions, application and procedures for listing on the Stock Exchange/HCMCSTC (a) Shares. The listing company must be a shareholding company with paid-up capital of at least VND80 billion at the time of registration for listing, must have made a profit in the two years prior to year of listing and must not have accumulated losses as at the ye ar of registration for listing.There must not be overdue debts payable (unless a lawful reserve has been made for them) and there must be public disclosure of all debts owed to the company by officers2 and major shareholders. At least 100 shareholders must own 20% of the voting shares of the listing company, and there must be an undertaking from shareholders who are also officers of the company to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months. Bonds.The listing company or SOE must have paid-up capital of at least VND80 billion at the time of registration for listing, must have made a profit in the two years prior to year of listing and must not have overdue debts of more than 1 year. There must be at least 50 bondholders in any one bond issue. 3. 2 (b) 2 Officers are the members of the board of management, members of the board of controllers, director, general director, deputy director, deputy general director and chief accountant. Allens Arthur Robinson Vietnam Laws (c) Fund Certificates. Issued fund certificates must have total value of at least VND50 billion. There must be an undertaking from the initial shareholdings and members of the committee of representatives of the fund to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months. There must be at least 100 owners of fund certificates. 3. 3 Conditions, application and procedures for listing on the HASTC (a) Shares.The listing company must be a shareholding company with paid-up capital of at least VND10 billion at the time of registration for listing, must have made a profit in year prior to year of listing and must not have overdue debts of more than 1 year (with no current debts or financial obligations to the State). There must be at least 100 shareholders with voting shares, and there must be an undertaking from shareholders who are also officers of the company to hold 10 0% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months.The conditions relating to profitable business operations and overdue debts do not apply to newly established enterprises in infrastructure and high-tech sectors or equitizing SOEs. (b) Bonds. The listing company or SOE must have paid-up capital of at least VND10 billion at the time of registration for listing, and all bonds in the issue must have the same maturity date. Other types of securities. The task of stipulating conditions for listing other types of securities has been delegated to the MOF. (c) 3. 4 Registration The listing enterprise must register with the relevant exchange or trading centre.To register the listing enterprise must submit a registration slip and attach those documents that are required by Law 70 (and which will be given more detail in specific regulations of the exchange/trading centre). The documents required include the prospectus, relevant corporat e resolutions, register of shareholders/bondholders and required undertakings. The exchange/trading centre has 30 days from receipt of the registration slip to approve or refuse the application. 3. 5 Trading Current guidelines on securities, membership of the HCMCSTC/HASTCand trading in securities are contained in Circular 583 implementing Decree 1444.In time, Circular 58 should also be repealed by a new circular implementing Law 70 and Decree 14. In the interim the HCMCSTC and the HASTC continue to apply the day to day trading rules contained in the Circular 58. In addition, under Law 70, the HCMCSTC and the HASTC each are given the responsibility to issue regulations on the trading of listed securities within their respective centres. 3. 6 Other trading Securities listed on a Stock Exchange cannot be traded outside the Stock Exchange, unless otherwise stipulated in the trading rules of the Stock Exchange.In comparison, securities listed on a securities trading centre (STC) can be traded at a securities company which is a trading member of the STC. 3. 7 Taxation holidays almost over Previously, to encourage investment in Vietnams securities market, various incentives were offered, 3 4 Circular 58-2004-TT-BTC of the Ministry of Finance dated 17 June 2004. Both Circular 58 and Decree 144 were issued before Law 70 and Decree 14, and must be read down to the extent of the inconsistency. 4 Allens Arthur Robinson Vietnam Laws ncluding preferential corporate income tax rates to companies upon listing. However, this preferential tax treatment ceased on 1 January 2007. Dividends from shares have been free of personal income tax since 1994. However this very long temporary exemption is expected to come to an end under the proposed Law on Personal Income Tax, which was considered by the National Assembly in October-November 2006 and is expected to be passed in 2007. If passed in its current draft form, dividends from shares will be subject to personal income tax at a proposed rate of 5% from 1 January 2009. . Public companies A public company is a newly introduced concept in Vietnam. A public company is a shareholding company with any of the following characteristics Shares have been issued via a PO. Shares are listed on the HCMCSTC or the HASTC. Shares are owned by 100 or more investors, excluding professional securities investors, and have a paid-up charter capital of VND10 billion or more. Importantly, a company does not have to be listed to be deemed a public company. New rules introduced for public companies include 4. Filing A public company must lodge the public company file with the SSC within 90 days of becoming a public company. The public company files comprises the companys charter and business registration certificate, the most recent financial statement and summarized information on its business operations scale, management organization and shareholding structure. Major shareholders A shareholder of a public company is deemed t o be a major shareholder when it holds directly or indirectly (undefined) 5% or more of the voting shares the company.Upon becoming a major shareholder, the shareholder must report to the SSC and the HCMCSTC or HASTC (depending on where the shares of the public company are listed/offered). The information that must be reported is not extensive only details of the investor (name, address) and details of the shares (number, percentage). However, important changes to this information, including a change of the number of shares in excess of 1%, must also be reported. Takeovers An offer to purchaser 25% or more of the voting shares in a public company must be made by a public offer to acquire.The public offer to acquire must be registered with and approved by the SSC (the law does not detail any criteria or basis for the approval) and must be announced in the mass media. Of note, if after implementation of the public offer to acquire, the acquirer holds 80% or more in the public company, the acquirer must, if the remaining shareholders so request, acquire the remaining shares at the announced price of the offer to acquire. 4. 4 Disclosure requirements A public company must publicly disclose certain information and report it to the SSC.Annually, a public company must disclose its audited financial statements. In addition, it must disclose information within a short period (24 hours, or 72 hours) upon the happening of a prescribed event, for example if an account of the public company is frozen (within 24 hours) or if a decision is made to borrow bonds with a value of 30% or more of the companys equity (within 72 hours). 4. 2 4. 3 5 Allens Arthur Robinson Vietnam Laws 5. 5. 1 Foreign investors how to purchase sharesUnlisted shares To contribute capital or purchase shares in Vietnamese enterprises, foreign investors must open a Vietnamese dong capital contribution and share purchase account (Account) at a commercial bank operating in Vietnam. All transfers of funds for the purpose of contributing capital, purchasing and selling shares, transferring capital contribution, receiving and using dividends or profits distribution, or purchasing foreign currency from authorised banks for remittance abroad and other transactions relating to any activity of capital contribution or purchase of shares inVietnamese enterprises by foreign investors must be performed through this Account. Further, this Account may only be used for capital contributions and share purchase activities. Within 2 working days from the date of opening the Account at a commercial bank, the foreign investor must register the Account with the State Bank (Department of Foreign Exchange Control). Under law, the State Bank must certify registration of the account within 5 working days, or otherwise provide written notice of its reasons for refusing to provide certification.A foreign investor is only allowed to perform receipt or payment transactions through the Account after obtaining a document on certification of account registration from the State Bank. Therefore it is important for potential investors to organize this account well in advance of the relevant share purchase date. Other than the controls over the Account, trading in unlisted shares is largely unregulated. 5. 2 Listed shares The foreign investor must apply for a securities trading code from the HCMCSTC/HASTC.The application consists of an application form and supporting documents. Unfortunately, the supporting documents that originate outside Vietnam (for example the constitution and establishment documents of the foreign investor) are subject to the tedious requirements of notarization and certification. Investors must then open a VND securities trading account with a registered broker in accordance with Decision 15505 to service activities of the purchase and sale of securities.The following accounts must be opened by the broker at an authorized bank in Vietnam (a) a specialized, on-call foreig n currency deposit account, into which foreign currency of the foreign investor is deposited (i) for the purpose of conversion into VND for purchase of securities or (ii) after conversion from VND for the purpose of remittance overseas or other authorized foreign currency remittances in Vietnam and (b) a specialized, on-call VND deposit account, into which all VND amounts (after conversion from foreign currency) and all VND income from securities nvestment is transferred and from which all VND remittances for purchase of securities or for conversion into foreign currency is made. Listed share certificates must be centrally deposited at the Vietnam Securities Depository (VSD). This happens in two steps first, the owner deposits the certificates with a depository member (for example, the broker or depository bank) and second, the depository member in turn deposits the certificates at the VSD. Cash settlement is made via the settlement bank, which is the BIDV. 6. 6. 1Foreign investors restrictions Prohibited and conditional sectors Four prohibited sectors are listed in the 2005 Law on Investment. These sectors apply equally to foreign and local investors. Nine conditional sectors are listed in the 2005 Law on Investment. These sectors also apply equally to foreign and local investors. In addition foreign investment is conditional in 13 sectors specified in Decree 108 and other investment sectors in international treaties of which Vietnam is a member and which restrict the opening of the 5Decision 1550-2004-QD-NHNN of the State Bank of Vietnam dated 6 December 2004. 6 Allens Arthur Robinson Vietnam Laws market to foreign investors. It is not yet clear what the conditions are, and whether they may include restrictions on indirect investment. 6. 2 Other restrictions The current (to the extent that they have not been specifically repealed) laws of Vietnam consist of the following restrictions (a) (b) (c) There is a cap on total foreign shareholdings in or capital contributions to any one unlisted domestic business of 30% of the charter capital (30% rule).The range of unlisted companies in which foreign investors may purchase shares is also restricted by sector (only 35 business lines are permitted). Foreign investors may hold a maximum of 49% of the total shares of any one company listed at a stock exchange or registered for trading at a securities trading centre (49% rule). Although not yet specifically repealed these restrictions may be affected by the 2005 Law on Investment which stipulates investors must be permitted to invest in all sectors and in all industries and trades which are not prohibited by law.Therefore under this general rule foreign investors should be (in theory) permitted to invest in all sectors and all industries provided that they are not in a prohibited or conditional sector (as above). It is not clear if the authorities will interpret the 30% rule and the 49% rule as being repealed by or alternatively, qualifying the Law on Investment. We consider that the better view is that these rules should be repealed by the Law on Investment. This view is consistent with the WTO principle of national treatment.However, we understand that in a meeting held on 18 January 2007 between the Government Office, the Ministry of Finance and the SSC the Government Office expressed the Prime Ministers opinion that the 49% rule would continue to be applied temporarily. In any event, specific restrictions will continue to apply to conditional sectors (for example, banks) in accordance with commitments made under international agreements. 7. 7. 1 Securities Industry Players General Securities companies and fund management companies are the key players in the Vietnamese securities industry.This section provides an overview of the scope of activities under Law 70 of these companies Securities company As at 29 December 2006, the SSC has issued 55 operational licenses to securities companies under the previous securities l aw regime. After the effective date of Law 70, being 1 January 2007, there have not been any operational licenses issued and the most likely reason is that the implementing regulations for Law 70 have not been promulgated to guide the SSC in its work.Under Law 70, securities companies are permitted to engage in any or all of the following activities (the minimum legal capital is listed along side each of the activity) (a) (b) securities brokerage (VND 25 billion) securities self-trading (if the securities company engages in this activity it can only conduct the other activity of underwriting) (VND 100 billion) underwriting issues of securities (VND 165 billion) securities investment consultancy (VND 10 billion) financial consultancy services and other financial services. . 2 (c) (d) (e) (f) The permitted areas of activity are limited compared to the business areas permitted under the old securities law regime. The prescribed minimum legal capital has also increased. This explains wh y there was a rush towards the end of 2006 to obtain a securities company license from the SSC. 7 Allens Arthur Robinson Vietnam Laws 7. 3 Fund Management Company Prior to the effective date of Law 70, eighteen operational licenses were issued by the SSC to fund management companies.Again there was a rush to obtain a license towards the end of 2006 because the scope of business activities has been restricted under Law 70. A fund management company can only engage in fund management and portfolio management and the minimum legal capital for establishment is VND 25 billion. 8. Funds This section provides a brief overview of investment funds as this is the subject of a detailed paper which will be released once the MOF has settled the regulation on investments funds and other related matters. Investment funds have been driving the bullish Vietnamese stock market.There have been a growing number of offshore and onshore investment funds established in recent years. At least 25 investme nt funds are operating in the market with an objective of investing in Vietnam. The Prime Minister has reportedly indicated that regulations on capital controls would be tightened to prevent capital flight which probably means that the MOFs soon to be released regulations would introduce further regulatory controls on the operation of Funds. In brief, Law 70 sets the framework for the establishment of onshore public and members funds.Public funds and members funds must have at least VND 50 billion in start up capital and managed by a fund management company. A public fund may be an open or closed ended fund with at least 100 investors. A members fund must have up to 30 investors. Assets of a fund are to be held by a custodian bank. The MOFs future regulation is expected to contain other operational requirements. This article was written by Julia Howes, a lawyer with Allens Arthur Robinson who has been practicing in Vietnam for 3 years.Allens Arthur Robinson is one of the largest int ernational law firms in Asia, with more than 900 lawyers, including 179 partners. Allens Arthur Robinson has been providing legal services for clients in Australia for more than 180 years and in Asia for the past 30 years. Our Vietnam practice is managed by partners Bill Magennis in Hanoi and Nigel Russell in Ho Chi Minh City, both of whom joined the Allens Arthur Robinson partnership from 1 January 2007. The Vietnam practice was established in 1993 and is one of the largest and most successful among foreign law firms in the country.For further information, please contact Bill Magennis Partner, Hanoi Ph +84 4 936 0990 Bill. emailprotected com. au Nigel Russell Partner, Ho Chi Minh City Ph +84 8 822 1717 Nigel. emailprotected com. au Steve Pemberton Partner, Singapore Ph +65 6535 6622 Steve. emailprotected com. au Jim Dunstan Executive Partner Banking & Finance and Asia offices, Sydney Ph +61 2 9230 4571 Jim. emailprotected com. au Simon Lynch Partner, Melbourne Ph +61 3 9613 8922 S imon. emailprotected com. au Jeremy Low Partner, Sydney Ph +61 2 9230 4041 Jeremy. emailprotected com. au This publication is copyright.Except as permitted under relevant laws, no part of this publication may be reproduced by any process, electronic or otherwise, without the specific written permission of the copyright owner. Allens Arthur Robinson 8 Allens Arthur Robinson Vietnam Laws The material contained in Vietnam Client Updates is intended to inform you of recent legal developments in Vietnam. It is not intended, and should not be relied upon, as legal advice. Should you wish further information in relation to any legal instrument or matter mentioned in this issue, please do not hesitate to contact one of our offices.Ho Chi Minh City Suite 605 Saigon Tower 29 Le Duan Boulevard District 1 Ho Chi Minh City,Vietnam Tel +84 8 822 1717 Fax +84 8 822 1818 nigel. emailprotected com. au Hanoi Suite 401 Hanoi Tower 49 Hai Ba Trung Hanoi, Vietnam Tel +84 4 936 0990 Fax +84 4 936 0984 bill. emailprotected com. au Allens Arthur Robinson a leading international law firm with lawyers in Bangkok Beijing Brisbane Hanoi Ho Chi Minh City Hong Kong Jakarta Melbourne Perth Phnom Penh Port Moresby Shanghai Singapore Sydney 9 Allens Arthur Robinson Vietnam Laws