The Importance of Setting

The path to becoming an adult is lined with a variety of childhood and adolescent experiences, some more painful than others. In T. Coraghessen Boyle’s short story, â€Å"Greasy Lake,† Boyle masterfully uses the setting and the protagonist’s experience to teach us an old but vital lesson: those who choose not to learn and grow from their past mistakes are destined to repeat them, and thus will never mature and realize their true potential.At the beginning of the story, the main character (who also happens to be the narrator) depicts his adolescence as â€Å"a time when courtesy†¦went out of style, when it was good to be bad, when you cultivated decadence like a taste† (621). The three thought of themselves as dangerous characters, riding around town wreaking havoc. However, it seems unclear to the main character and his two friends that in reality, they are not actually bad characters. Really bad characters don’t drive their â€Å"parents†™ whining station wagons† (621) or read intellectual French novels by Andre Gide.Boyle gives us a general thought that these three boys are just your ordinary, everyday, misguided juvenile delinquents with an unclear view of what it really means to be a man. Later in the story, the narrator depicts a scene at the main setting of â€Å"Greasy Lake. † There, the three boys provoke who is described as the â€Å"very bad character† (623). The events that took place led the three to realize the ugly truth: they are nothing more than just three kids on an adventure for the night; little did they know what was in store for them.After a lengthy description of the fight that took place between the four characters, the three boys find themselves attempting to rape the girl that was accompanying the â€Å"very bad character. † Luckily, before they can go any farther, another vehicle pulls into the scene, scaring the boys as the flee away. They all run in different directions, leaving them all separated from each other. The main character, with no place else to hide, plunges into the greasy lake.The water is completely contaminated; â€Å"it was fetid and murky, the mud banks glittering with broken glass and strewn with beer cans and the charred remains of bonfires† (622). The setting of â€Å"Greasy Lake† contributes to the plot in a sense of the troubles of the three teenage boys. Much of the story takes place at Greasy Lake, which is not an ordinary, everyday, swimming with the family type of lake. There are crowded trees, which draws a picture of a dark forest with very little light seeping through. The island in the middle of the lake has little or no vegetation, giving the reader a feeling of death.It is also littered with things such as beer cans, broken glass, and bonfire remains. These are items that make you think of loss of control, violence, or even destruction. These ideas could surely lead to something bad happening . The water itself is described as â€Å"fetid and murky† (622). There are two different aspects of time to consider when looking at â€Å"Greasy Lake. † First of all, there is the fact that it is 2 a. m. The middle of the night is commonly a time of day when bad things occur. It is probably considered that the good, peaceful people are at home in bed.Therefore, if someone is up and about they are most likely wreaking havoc. Secondly, there is the year that the story takes place. It was written in the eighties, and it takes place in a time when â€Å"it was good to be bad† (621). Therefore, it is likely that something bad is sure to occur. The setting also serves a very important purpose to most stories by evoking a certain atmosphere. Work Cited Boyle, T. Coraghessan. â€Å"Greasy Lake. † 621 Kirszner, Laurie G. , and Stephen R. Mandell, eds. Literature: Reading, Writing. 8th ed. Boston: Wadsworth, 2013 Print.

Interpreting Poetry Essay

Ballads have been a popular invention of troubadours since the inception of poetry. A ballad is a folksong typically with a tragic ending or a lover’s getting married ending. This paper will break down the ballad of Bonnie Barbara Allen in a stanza by stanza presentation, as well as present how the ballad’s story pertains to modernity through folk singing. Ballads are an interpretation of a common emotion. In Barbara Allen the main characters are Barbara and Sir John Graeme. Sometimes the ballad shifts in the man’s name; in other versions of this same ballad the man is called Willie Grove, sweet Willie Graeme, Sweet William, Jemmye Grove (Diary of Pepys paragraph 4). With such differences in names to describe the man in this ballad, and by use of the adjective ‘sweet’ to describe him, it may be surmised that the sympathies of the ballad-singer as well as the audience, lie with the man in the story and not with Barbara Allen. It is no doubt that in this ballad, the female is given the characteristic of being cruel. This is shown as her eventually leaving Sir John Graeme on his deathbed without returning his love. She spurns him because he slighted her in a public tavern (some versions are different) and it is this slight which makes her maintain her cruelty. Sir John Graeme dies, and Barbara Allen is so stricken with grief that she too dies (in some versions of the ballad, either lovers grave grows a rose and a thorn and they intertwine, and in another version Sir John Graeme dances on Barbara Allen’s grave). The theme of the ballad is quite perceptibly about forgiveness. In essence, as with most ballads, Barbara Allen tries to moralize the story under the cruelest conditions. In analysis the creativity of the ballad through use of word choice, setting and narrative, the reader is bombarded with Old English (for the ballad was created in the 12th century when it was written into Pepys’ Diary of Ballads, but had been travelling through England, Scotland and Ireland via oral tradition hundreds of years prior to it being written down). The first stanza places the listener or reader in a timeframe (Martinmas time, or November 11th (Wollstadt 315)). In the setting of the scene the singer goes on to describe that the ‘green leaves were a falling’ (Pepys paragraph 1). Although the first stanza tells of John’s love for Barbara, there is an immediate swift change of scene from love to death between the 1st and 2nd stanza (Oliver 10-11). Barbara is bid to come to the ‘my master dear’ (Pepys paragraph 1). The symbolism of the green leaves falling and of John’s body being so close to death represents a great use of metaphor by the writer. What should also be noted is that typically when a leaf falls, it is not in fact green, but of various colours including red, yellow, orange. This is because the chlorophyll has been ‘sucked’ back into the tree for the winter (it’s like the tree harvesting health for the upcoming colder months). Thus, for the green leaves to be falling would suggest that the tree has suffered some plight instead of them falling simply because of the season. This allusion of the ballad mirrors John’s broken heart (Oliver 11-12). He is a young man, in the prime of his days, but he dies of a broken heart. What is of further interest is that a tree will keep the green in its leaves, even when the tree is dying of what is called ‘heart rot†. Thus, the reader is prepared for the upcoming scene of sorrow for both John and Barbara. The 3rd stanza reveals a somewhat cold Barbara Allen. She does go to John’s side, on his bequest, and when she arrives, all the ballad says, she says, â€Å"’Young man, I think you’re dying’† (Pepys paragraph 1). The motions with which she uses to go to John’s deathbed are very revealing to the reader. The stanza relays that she slowly (hooly) got up upon being requested to John’s side. We must assume she knew he was dying, or that she was reluctant to see him, because of the way she feels he slighted her. However, upon the true revelation of John’s state of death, all she can say is â€Å"Young man, I think you’re dying† (Pepys paragraph 1). It is in the 4th stanza that the reader is revealed to John’s state: He’s dying of a broken heart. This is an actual medical concern known as of takotsubo cardiomyopathy, or broken heart syndrome. It may safely assumed that this is indeed what is the death of Sir John Graeme, for, upon Barbara Allen leaving him, without returning his love, the death toll rings. In turn then, Barbara Allen may also have died from takotsubo cardiomyopathy. Sir John’s statement further supports this notion as in the 4th stanza he states, â€Å"I’m sick†¦/And tis a for Barbara Allan† (Pepys paragraph 1). If John’s heart truly is breaking, it does so in the 5th stanza as Barbara states that she doesn’t love him (or hides it because she’s angry with him) because of the injustice she feels she suffered at the tavern when John ‘slighted’ her. The 4th and the 5th stanza’s are full of dialogue and not much narrative. This is done in order to get the back story of these two people and to know the emotional reasoning for Barbara’s actions. The narrative of the 6th stanza reveals more the dialogue between the couple as revealed in their actions. John turns his face to the way when Barbara tells of why she doesn’t love him. This action may be interpreted as being shame on John’s part for what he did while drinking at a tavern. The entire 6th stanza in fact reads like a domestic dispute reconciliation (or what may be a reconciliation). What is interesting to note is that John doesn’t ask for forgiveness from Barbara for what he may or may not have done while he may or may not have been drunk. Thus, in turn, Barbara doesn’t forgive him. Thus, the theme of forgiveness comes back into play; meaning, if either one had forgiven the other, perhaps their hearts would not have broken. However, both characters have too much pride to ask for forgiveness and thus they inevitably befall a tragic ending. It is interesting to not however that while John is dying his last request is for people to be kind to Barbara Allen, which signifies his fault as well as her stubbornness. (i. e. because she wouldn’t grant a dying man his last wish). The repetition in the 7th stanza of Barbara moving slowly leaving John was seen early in the ballad when she slowly came to see him. Thus, once she was slow to see him and now she is reluctant to leave him. It is in the 7th stanza that the reader begins to see the human side of Barbara Allen appear. It is with this movement and her statement in the 9th stanza of dying tomorrow, that the reader may begin to sympathize with the woman. Her cruelty can only be redeemed through her dying as well, and it is in her death that the reader realizes that she did love John, but could not forgive a man who did not ask for forgiveness. Works Cited Diary of Samuel Pepys. Barbara Allen. (2009). Online. 29 March 2009. < http://www. pepysdiary. com/p/9570. php> Oliver, Mary. Poetry Handbook. (1994). Harvest Books. New York. Wollstadt, Lynn. Controlling Women: â€Å"Reading Gender in the Ballads Scottish Women Sang† Western Folklore, vol. 61, no. ? (Autumn 2002). Pp. 295-317.

Alcohol Abuse in the over 65 Population

A discussion of the increase of alcohol abuse in the senior population. This paper discusses the problem of an increase of alcohol abuse among the over 65 segment of the population. The problems in identifying alcohol abuse in this group, as well as the consequences ofthe abuse are presented.The causes of abuse specific to the elderly population are explored.Substance abuse, especially that of alcohol and prescription drugs, is increasingly growing into a serious problem among the population segment of 65 plus citizens. What is of grave concern is the fact that this particular segment of the population is the fastest growing. Census estimates predict that 1994s older adult population of 33 million will more than double to 80 million by 2050.Also consider the fact that several studies have found a clear relationship between early alcohol habits and the development of alcohol abuse later in life. Given that the use of alcohol has been more widespread since the 1960s, it is likely that the future will see a far larger incidence of alcohol abuse among the el derly with the aging of the baby boomers (those born between 1946 and 1964).

Motivation Essay Example | Topics and Well Written Essays - 2000 words

Motivation - Essay Example 1-2). Change is a process which plays an important role in our lives. Change is a process that triggers immediate reaction. Managerial decision making is crucial while planning for change as change can either reinforce trust or might destroy the same (Rudolf, 2009, p. 40). The fact that change is not all positive should not deter individuals from embracing change. Change is all pervasive and people seeking change as well as those opposing it must realize that change has its own drawbacks and deficiencies. People who do not seek change and oppose are known as opponents of change and ‘resistance’ is the action adopted by these individuals when they sense that change can be a threat to them. Although resistance is a common thing in the workplace it can also be found in other places. Change and resistance go hand in hand. This is so because people have a tendency to resist change as they feel threatened when they sense change coming. This report will discuss the causes of re sistance to change which can be due to individual resistance, group resistance and organisational resistance. The organisations around the globe are experiencing a rapid change in there structure. The influence on managerial decision for the organisational change is a major concern and can affect the organisation in a great way. It is important to analyse the after effects of this decision taken by the leaders of the organisation. Moreover it has become difficult for the staff members to sustain in the changing organisational environment which leads to employee turnover and job dissatisfaction (Bianco et al., 2007, p. 188). The influences on managerial decision in context to the organisation change are directly related to the resistance of individuals and groups to the organisation change. This can further be elaborated as: I. Individual and group resistance There are various reasons behind the resistance of people towards the organisation change. In some cases it is an individual w ho resists the change while in most of the cases group resistance is common. The main causes related to the individual resistance could be the outcome of the change which is uncertain makes the individual insecure and causes the resistance towards organisation change. Another reason why individual resist change is due to their tendency to perceive selective information which is linked to their existing outlook about the organisation. This makes them vary of the changes as they tend to focus on the outcome which has an impact on them while rest of the benefits are neglected. Another fact is the habit of the individuals or the preferences of individuals for similar proceedings and activities which also acts as an obstruction to change (Jennifer, 2009, p. 602). Group resistance is another form of opposing the change and occurs when the alteration in the relationship and task caused by the change makes it difficult for the group to adapt to the change. The change disturbs the norms made by the groups. Secondly it has been found that attractiveness between members of a group affects the performance. To overcome this changes are required in the structure of the organisati

Customized vs Off Shelf Software Essay Example | Topics and Well Written Essays - 250 words

Customized vs Off Shelf Software - Essay Example It has numerous in-built databases and features, more than could be needed. Upgrades could be provided free or at subsidized cost. Even so, this software requires constant upgrading. Furthermore, it provides little flexibility because of the inability to control its source code (Cook, 2007). As such, it could fail to be compatible with the organizational goals, hence forcing the organization to change its processes. On the other hand, customized software attracts high initial cost. Just as off-the-shelf software, it is also associated with future cost, but in this, for alterations made to the software. Nonetheless, Cook (2007) observes that it provides the option of starting with the minimum critical requirements and later upgrading to encompass whatever else would be needed. Such changes could be made quickly. Importantly, its ability to be tailored to meet the exact business needs assures of its ability to meet the intended goals. With the main objective of acquiring software for a logistics organization being to meet the organizational objectives, customized software would be best suited for our organization. Even though the organization would incur high initial cost, it would experience the exact objective for which such software is acquired. Additionally, it would only provide what is needed in the organization, thus saving the company idle features consuming

The teaching and learning of writing in primary KS1 and 2 Essay

The teaching and learning of writing in primary KS1 and 2 - Essay Example The first step to start off with is to let the child spot the alphabet that he/she remembers. During childhood, the child enjoys making marks on the papers. Move your hand along with theirs to start writing alphabets and let them pronounce those alphabets with you as they write them. Provide them with a plenty amount of writing supplies, mainly pencils and colors. Get a white board with different color markers and make sure to keep it in a place at your kid’s eye level so that he will be promoted to write. Encourage them to write their own stories to express their imaginations as well as their expressions about their writing. Tell them to choose a picture of one person and try to write a narrative imagining that they are that person. They have to concentrate on details like job, hobbies, whether single or married, children, and facts that they think are interesting. (http://www.babybirdproductions.com/bbpadultcreativitytips.html) To proceed further, get beautiful diaries and let them keep those diaries as well as journals to create interest in writing and tell them to spend at least 15 to 30 minutes daily and write about the interesting things that they did or are planning to do during the day for example, making new friends, going on a field trip etc. Try to get them involve in first asking about their favorite things that they would like to eat and then let them make a grocery list and note down their favorite things in the list of grocery items. Once you get them, let them write short thank you notes with creativity to express their joy and appreciate their talent that they have used in their work. To develop further interest, play games with them which would include communication through writing. Give preference to play acting and let them choose any character that they like the most and let them write that character’s part from the play. Make up a situation and let them find a solution of it thro ugh their writing ideas. Make them use the best

Visual and Formal Analysis of A Pair of Ear Flares Essay

Visual and Formal Analysis of A Pair of Ear Flares - Essay Example What ideas does it raise? The image also raises the idea of movement which refers to how a viewer’s eye is guided through an artwork based on areas of emphasis (Jewitt and Leeuwen, 40). Contrasting colors or shapes, as well as the use of lines, directs movement in a piece of art. In our work of art (a Pair of Ear flare), our eye navigates through the pattern starting from the frontal which is a level round metal base that has relief figures on the exterior. Our eye then moves to different colors and textures of the Ear flare. What emotions it provokes and the size of space needed for display The image emphasizes on mythologies and ritual performances (Jewitt and Leeuwen, 40). It provokes cruelty in the sense of the use of birds for ritual sacrifices. Messengers were also subjected to hard labor. The Pair of Ear flares does not need to be displayed in a wide open space since it is large to notice from far. It is large in size for an Ear ornament, but it does not necessarily mea n that it requires being displayed in a large space. The lighting required, and position to be viewed from The color at the background is dull, and it thus makes the Ear flare stand out as it has an outer gold color that captures the viewer’s attention (Jewitt and Leeuwen, 50). It does not require bright, high contrast lighting since it already has a combination of bright colors. The pair of Ear flares welcomes you to view it up-close because they are not large enough to enable a viewer to be able to concentrate on details. Where is the artifact meant for display? The artifact was meant to be on display in a museum. The artist has used hammered gold, shell, sodality, and turquoise as the main elements in the design of the Pair of Ear flares. The main reason for using these media is to make the art piece standout especially from the use of gold and turquoise. Advantages Gold brings out a sense of high value because it is a symbol of prestige and wealth. It is also bold hence m aking the Ear flare standout. Hammered gold is strong and does not weather out or break. Turquoise was associated with bringing a good fortune and happiness to the wearer of the ornament. Shells help enhance the beauty of the artifact. Limitations The use of gold makes the Pair of Ear flare expensive to purchase especially for those individuals that are not wealthy. The use of gold makes it a target for theft. Shells make it prone to damage since they are brittle. Turquoise is damaged by household chemicals and also hot water, which makes the task of taking care of the element difficult. Lines Lines have been used to define edges on the pair of Ear flare, where some of those lines are linear while others are curvilinear in character which has resulted in plane spaces and negative spaces. A plane surface in a triangular shape is formed by the connection of the points. Lines have been used to describe dissimilar forms, levels in the spaces and movement region in the general design (Je witt and Leeuwen, 100). There is the use of both thick and thin lines in the image of ear flares. They are largely vertical in nature. There is a combination of both straight and curved lines the image of a pair of era flares. This gives the Image a solid look. The aspect of color The color used is particularly attractive and rich. The colors used on the pair of ear flares are lively; the use a combination of green, white, red, gold and purple colors makes the ear flares look outstanding.  

Pride Essay Example | Topics and Well Written Essays - 750 words

Pride - Essay Example Pride can be considered as a positive influence on the person who has this sense of being proud and boosts his self-confidence. It can also be found to be based on one's own evaluation of the self and their capabilities and achieving more than what they are capable makes them feel proud of themselves and in turn such people expect other's to gauge him or her by the same standards. Taylor (1985) observes that "the norm is based on one's own ability and performances: he has done better than he expected and so experiences a boost to his self-confidence". Pride makes a man exhibit some of the qualities or behavior that are seen as undesirable by others while it is considered to be positive by the one who possesses it. This kind of a person is understood to be crediting himself for some of his achievements as he might be considering that his new found status is certainly a standard for himself and for others to gain credentials in the society. As each looks at a particular achievement based on their level of understanding, the achievements and the pride associated are also varying in extent, expectations and effect. While some can be considering themselves as pretty different and successful among others, there are those who feel self-righteous even when they are aware that they are not right according to their conscience. They would rather be complacent they are acting in tune with the society's norms and hence need not feel ashamed of their behavior. This comes from the fact that their self-esteem and self-evaluation is higher according to their own capabilities and standards, although it has nothing to do with the standards of the outer environment. In fact, as Neu observes, one finds that "all the goods things of others become displeasing, and the things he has done to himself, even when they are mistakes, alone please himhe favors himself in his thought; and when he thinks he surpasses others in all things, he walks with himself along the broad space of his thought and silently utters his own praises" (2002). Affects / outcome- One outcome of pride can be the alienation of oneself or others as there is a tendency to attribute negativity to pride. However, though it cannot be ruled out that it affects thinking of one and all and a lot of things are at stake, particularly, the relation with others; it can be observed that there are different values and standards attributed to this behavior by the person who practices it. Taylor (1985) notes that the "person with such a trait sees himself as superior to others in terms of expectations he sets for himself, and the achievement of these standards makes him take for granted that others respect him for both the standards and achievement. He further notes that this may not always be to hurt or look down upon someone but to establish his place; and regards lowering of the standards and expectations as a threat to his self-respect". Conclusion It is seen that pride is a trait in some of the people who have set some standards for themselves and achieved accordingly. Although there is more negativity attached to this characteristic, possessing it in the right perspective can be a positive boost to one's self-esteem and many find acceptance among a minority. However, it is always seen as an undesirable trait by the majority and is

Library class Essay Example | Topics and Well Written Essays - 1250 words

Library class - Essay Example It also discusses about the implications of the current gay marriage issue and what the lack of civil recognition means to gay couples. At the end, the article makes a clear statement of support for gay marriage. This article was chosen because it thoroughly and fairly presents a balanced discussion on gay marriage. The specific details of gay marriage are discussed in this paper – helping to ensure that its clear implications as a civil union are understood by the reader. The author is a credible and reliable author in relation to gay marriage because he is a strong activist for this issue. He is a free-lance writer with a degree in Communications; he is a strong activist for gay rights. His research background has ensured him access to vital information about gay marriage and the in youth and marriage rights issues, since coming out as a gay man in 1994. Based on his specific qualifications, he has the analytic and information base in his discussion of the subject matter – sufficient to secure the credibility and validity of this material. The essay does not have a reference list, but presents links to the materials used in the paper, as well as related links to the paper. Th e website does not provide products for sale. This paper discusses about gay marriage and how it is being handled by the Supreme Court. It runs down through the different cases which have been brought before its chambers and how the SC has decided on these cases. It also discusses how the SC has seemingly presented conflicting decisions on this issue, and how these decisions present trends and precedents which would likely affect future decisions on cases relating to gay marriages. This paper was chosen because of its relevance. The Supreme Court has made the issue of gay marriage very controversial due to its conflicting decisions in relation to its recognition. This paper presents a thorough

Treaty of Versailles essay Essay Example for Free

Treaty of Versailles essay Essay In this essay I will be analysing and concluding whether I believe that the Treaty of Versailles was the main cause of the political and economic instability in Germany between 1919 and 1923. Also I will be looking at other factors that may have caused the political and economic instability. The Treaty of Versailles (signed 28th June 1919) had huge impact on the political instability within Germany between 1919 and 1923. It consisted of 440 Articles setting out the terms for Germany to abide by. The treaty angered the German people as they felt stabbed in the back believing it to be unfair and shameful. The terms involved Germany taking the blame for the First World War and the reduction of their army which both had a political affect within the country. It humiliated the German people as they felt no blame for the war and they were very proud of their army. The anger the people felt left an opening for extremist left wing and right wing parties to gain popularity. The treaty caused a large amount of economic problems in Germany due to the harsh reparations term of  £6.6 billion which they had to repay for damages caused by the war. The German marks value was decreasing due to Germany reprinting money to keep up with payments which eventually caused hyperinflation. As the rate of money was decreasing the price for goods went up. Wages also went up but not enough to buy food, clothes etc. People with savings were hugely affected as those two became worthless. The population was starving and had to queue for food. Those who made enough to buy food could only afford no more than a loaf or two of bread. People even burnt their money just to keep warm. In 1223 the French Prime Minister decided to take action as Germany had defaulted on repayments. As the Germany army was limited there was nothing they could do, therefore The French occupied the Ruhr, one of Germany’s biggest industrial areas. The French believed the workers would carry on in order for them to gain their money. However the workers went on strike, meaning no money was being produced from what was being made at the Ruhr and even more unemployed in Germany. Other factors can be blamed for the political instability German faced between these years. The abdication of Kaiser Wilhelm was a  huge political change in Germany. Leaving Germany without its figure head meant a new government needed to be formed. The Weimar Republic was the new democratic government which signed the Weimar Constitution on the 11th of August 1919 in Weimar as Berlin was too dangerous due to revolutions. Friedrich Ebert was elected president on this date. Without the Kaiser the German people believed they were left without a strong leader. Although many welcomed the change to democracy, others believed that a military leadership was the only way to rebuild Germany after the war. Some even wanted communism, where everyone is equal with the control of a strong state. This created chaos and confusion among the whole German population. The country was not use to having a say in how the government is run and decisions that were being made which would be strange. The Weimar constitution itself caused some political problems between 1919 and 1923. The first huge problem with the constitution was Proportional representation. This meant that when Germans voted for a political party each party was then allocated seats in the Reichstag reflecting the number of people who had voted for it. It sounds fair but in fact it resulted in dozens of small parties, with no party strong enough to get a majority vote. Consequently there was no government to pass laws in the Reichstag. Weimar also caused revolutions within Germany, for example the Kapp Putsch in March of 1920. This right wing nationalist group, led by Wolfgang Kapp aimed to overthrow the government. The group consisted of members of the paramilitary Freikorps and had the support of many army officers. President Ebert wanted to disband the Freikorps, due to this the Freikorps joined forces with Wolfgang Kapp as they both wanted the same thing. Ebert was forced to leave Berlin which undermined his status and showed the Government to be weak. The only comeback Ebert had was to turn to the people and called for a General Strike. This was successful in making the Kapp putsch unsuccessful. However, despite the short period of time that Kapp had control of Berlin, the uprising made it clear that there was not universal support for the Weimar Government. Other factors can be used to explain the economical instabilities which Germany faced. For example, war costs had a large impact on the German economy. Money had to be spent on making weapons, supplying the army with what they needed, rations etc. This caused life in Germany to be very hard for civilians, food and other essentials were  limited. To conclude I believe that the Treaty of Versailles was only to blame for the economic instabilities Germany faced between the years 1919 to 1923. This is because the large reparations term of treaty which Germany had to pay. Reparations ruined the German economy and having 92 years with  £59million to pay back it shows how low their economy must have been. However the political instabilities between 1919 and 1923 that were caused I blame on the Weimar Constitution. This is due to the revolutions, extreme party votes that were gained due to unhappy people and chaos that were caused by the new government.

Project Report On Petroleum Industry Commerce Essay

Project Report On Petroleum Industry Commerce Essay The MBA programmed provides student with a fundamental knowledge of business and organizational functions and activities as well as an exposure to strategic thinking of management. As a part of the curriculum we have prepared a comprehensive project report on petroleum industry. The theoretical knowledge is used only when are apply in our practical study. This report contains a brief about the petroleum industry playing a vital role in the growth of Indian economy. The whole project was accomplished in very systematic manner starting from collection of information through visiting various websites, books, magazines etc and than analyses it in a proper and suitable way. This report aims to provide information regarding the current position of petroleum industry in India. Its growth, challenges and issues in highly competitive market by adopting liberalization and globalization polices which are affecting the Indian economy particularly in petroleum sector. ACKNOWLEDGEMENT We would like to thank all the people who have helped us for making this project possible. Firstly we would like to appreciate the tradition of our institute, J.H.P.C.M.T which encourages such activities. We would also like to thank Dr. M.R.Parekh director of J.H.PATEL COLLEGE OF MANAGEMENT AND TECHNOLOGY for providing help whenever required. We grateful acknowledgments the value guidance and useful suggestion offered by our faculty guide Miss Jenita Patel. Finally we also thankful all our friends to helped us directly and indirectly in our project. We have also devoted with our best possible effort to complete the project. Declaration We Thakkar Nikita, Makwana Snehal hereby declare that the COMPREHENSIVE PROJECT REPORT entitled Petroleum Industry in is a result of our own work and our indebtedness to other work publications, references, if any, have been duly acknowledged. Place: (Signature) Date: (Name of Student) EXECUTIVE SUMMARY The project titled as Petroleum Industry has been undertaken with an objective of analyzing the economic growth in the india market its role for the development of the country. It represents Indias energy needs and is the most valuable public as well as private enterprise. As a collective result of private sector and public sector refinery investments in the recentpast, India will become known by 2012 as Asias largest refined product exporter, surpassing Singapore. India will stay one of Asias two largest refined product exporters for the anticipated future. India is suddenly become a global petroleum producing center because of having increasing the depth of product flows and strengthening supply chains especially clean transport fuels and for high-end industrial product. It also have far-reaching implications for regional product markets. The business of Indias large scale export oriented refining sector marks the increase of rate of a basic shift in the design of global refining in which growing economies increasingly look to production hubs in Asia and the Middle East to supply incremental refined product demand. Growth and Evolution of Petroleum Industry in India The petroleum industry is include the global processes of extraction, exploration, refining, transporting (often by pipelines and oil tankers), and marketing petroleum products. The largest volume products of the industry are gasoline (petrol) and fuel oil. Petroleum (oil) is also the raw material for many chemical products, including solvents, pharmaceuticals, pesticides, fertilizers, and plastics. The origin of the Indian oil gas industry can be traced back to the late 19th century, when oil was first struck at Digboi in Assam in 1889.In view of the significance of the gas oil sector for overall economic growth, the Government of India announced in1954 that petroleum would be the core sector industry. 1954, petroleum exploration production activity was controlled by the government-owned National Oil Companies (NOCs), namely Oil India Private Ltd (OIL) and Oil Natural Gas Corporation (ONGC).Indias refining capacity has more than trebled in the last 13 years. Reliance Industry is the first refinery industry in Jamnagar in 1999, India has an installed capacity of around 193.5 million tpa in April, 2011. The growth is likely to continue with refining capacities expected to touch 255 million tpa by 2012-13 and 302 million tpa by 2017-18, with a slew of projects announced by both the private and public sector. Today, private sector accounts for 76.5 million tpa (around 39.5 per cent) and public sector oil companies account for close to 117 million tpa (around 60.5 per cent). There has been a healthy growth in Indias petroleum refining capacity in the last five years, is as described by the given table below:- Domestic crude oil production [million tpa] 2005-06 2006-07 2007-08 2008-09 2009-10 (Provisional) Total consumption 113.2 120.7 128.9 133.6 138.2 Products from indigenous crude 26.6 28.4 28.2 27.0 27.2 Indigenous crude processing 28.3 30.2 30.0 28.8 28.9 Products from fractionators 4.2 4.0 4.1 4.2 4.4 Total indigenous production 30.8 32.4 32.3 31.2 31.6 Import dependence (%) 72.8 73.2 75.0 76.7 77.2 Self-sufficiency (%) 27.2 27.0 25.0 23.3 22.8 The capacity utilization of Indian refiners for the last few years is described in the table. Indian refiners have also operated at higher operating rates or capacity utilization compared to their regional/global peers implying efficiency in operations. But, import of Indias refining industry is growing, as the domestic crude oil production is stable at around 30 million tpa for the last few years. Generally, GDP growth rates and petroleum product consumption are linked. But, in our case, factors like availability of better roads, more fuel efficient vehicles, improvements in mass urban transport modes and increased availability of natural gas for industrial sector contributed to more moderate growth in recent times. Indian refineries are clocking higher Gross Refining Margins compared to regional benchmarks a clear sign for competitiveness in refining operations. If all the planned projects materialize, India will have an exportable surplus petroleum product of around 100 million tpa by 2012 and 140 million. Product profile This section provides a brief description of the technology and production process. An understanding of these issues is critical as it helps understand industry structure. Crude oil is a liquid mixture of hydrocarbons chemical compounds consisting roughly of six parts of carbon and one of hydrogen, both of which are fuels; it generally also carries small quantities of salts sulphur, oxygen, metals and nitrogen. The principal products obtained from the crude oil are:- Petrol:- Petrol is used to fuel internal combustion engines, mainly vehicular. It is early use as a killer of lice and their eggs has completely disappeared. Liquefied petroleum gas (LPG):- LPG is mostly a combination of propane and butane. It is heavier than air, and liquefies under pressure. It is used as a household cooking fuel, vehicular fuel and refrigerant; 4 million vehicles are estimated to be powered by LPG in the world. Kerosene:- Kerosene is also known as paraffin, is used as an illuminant and cooking fuel in India and other poor countries, and as a space heating fuel in industrial countries. Jet fuel:- It is used in jet planes, is closely akin to kerosene. Naphtha:- Naphtha is used to make additives for high-octane petrol, and to make polymeric plastics and urea, a nitrogenous fertilizer. Lubricating oil:- It is consists of greases and viscous oils used to lubricate moving parts in automobiles, industry, railway engines and carriages and marine engines. Petroleum coke:- It is mostly used as fuel, but is also used to make dry cell batteries and electrodes. High-speed diesel oil:- It is used in engines running at 750 revolutions per minute (rpm) or more. It is mostly used in diesel-powered vehicles. Light diesel:- It is used in the diesel engines running at lower speed mainly irrigation pumps and generation sets. Furnace oil:- It is made by diluting residual fuel oil from refining with middle distillates such as diesel oil. It is used in bunkers, boilers, furnaces, heaters, or as fertilizer feedstock. Demand determination of the Industry Petroleum industry in the country has undergone major transformation in the past several years. The country is now net exporter of petroleum products. Globalization of Indian economy along with high international oil prices which are a pass-through in the bulk sector has induced improvement in energy efficiency and shift of demand from liquid to natural gas (LNG). Further, improvement in road infrastructure and better vehicles has had a sobering effect on the demand for road transportation fuels. Low demand in transport fuels like HSD and MS is also due to factors like expansion of city gas distribution networks i.e. CNG. Demand determination factors:- The Demand determination factors are based on mainly two approaches. Top-down Approach and Bottom-up Approach. Top-down Approach: Overall energy requirements with share of different fuels in the primary commercial energy basket by linking GDP with energy elasticity. Bottom-up Approach: End use approach considering the impact of different parameters. While assessing the requirements factors like impact of Metro rail, CNG expansion, impact of high oil prices, conservation/efficiency improvement issues, aviation policy of the Government, Railways freight policy, growth of passenger and cargo traffic, fleet expansion plan of airlines, National Highways Authority of India (NHAI) road construction projects, construction of freight corridor, electrification plans of railway tracks vehicle population growth, impact of gas, technological improvements in engine designs, improved fuel efficiency, impact of auto LPG etc. have been measured. The demand of gas is continues to be influenced by the cost economics vis-à  -vis alternative fuels pertaining to each of the end use sectors in India. The power and fertilizer is also the dynamics of these sectors. Currently the consumption of natural gas is shared by the fertilizer and power sector to the tune of 29% and 40% respectively. The power sector is one of the continuous major consumer of natural gas. There has set target of 70,000 generation s forecasted by he ministry of power for the next 5 year period ending 2012. The industry like Petrochemicals/Refineries and Internal Consumption sectors are estimates that the annual economic growth rate of about 7%. Similarly, the iron/steel sector is also estimates same rate for economic growth. Currently the demand for petroleum product is 131.8 MMT in 2011-12 which will increased by 160.2 in 2016-17. The demand for petroleum product is also depend on the availability of the different products like petrol diesel kerosene naphtha etc. Their prices are the main factor of determining demand of these products. The petroleum refineries must considered the price parity and export parity which considered the change in price of petroleum products which depend on the past experience. Players in the Industry The various competitors are available in the petroleum industry which including the government and private sector. most of the petroleum companies are huge operations and with billion dollar balance sheet. The oil and gas production and distribution is dominated by government owned companies which are heavily regulated excepting for Reliance Industries. After liberalizing the operations of the companies like Indian Oil Corporation Ltd (IOCL), Hindustan Petroleum Corp. Ltd (HPCL) and Bharat Petroleum Corp. Ltd (BPCL) run billions of   dollars in losses as they are forced to sell petroleum products at below their cost. The polices of government are mostly informal compensating these companies through money transfers and bonds. some government companies like OIL India, ONGC and GAIL which operates in the production and have to bear less of the subsidy burden have grown and performed very well. In the private sector companies like Aban Great Offshore, Essar and Reliance have managed to grow rapidly as well with changeable degrees of success. Here is the list of the major petroleum Companies in India:- Indian Oil Corporation Ltd (IOCL):- The IOCL covers the whole hydrocarbon value chain from, pipeline transportation, marketing of petroleum products to exploration production of crude oil gas, marketing of natural gas, petrochemicals and refining. The sales turn over of Indian oil was Rs 271,074 corer and profits of Rs. 10,221 corer in 2009-10. Indian oils cross-country network of crude oil and product pipelines across 10,899 km and the largest in the country, meets the crucial energy needs of the consumers in an economical, environment and efficient manner. GAIL India:- GAIL (India) Limited, is Indias Natural Gas company, integrating all aspects of the Natural Gas value chain right from discovery to marketing. It emphasizes on clean fuel industrialization, creating a square of green energy corridors that connect major consumption centers with major gas fields in India. GAIL is growing its business to become a player in the International market. The companys revenue earned in 2009-10 was Rs 24,000 corer with net profit of 11%. It is a well managed fast growing company with high competitive barriers in India. Reliance  Industries:- It is Indias largest private petroleum company. The company achieving the remarkable growth in the last decade and is diversifying into Retail. In market top more than $30 billion it is Indias most valued company. It is also highly petroleum exporting company of India. The company is one of the largest oil refining and petrochemical complexes in the world at Jamnagar. Bharat Petroleum Corp. Ltd (BPCL):- it is the major distribution of petroleum, cooking gas and diesel in the Indian market. The companys revenue of Rs 36,000 corer and net profit of 0.5%. due to the government control The company suffer low margins and terrible stock price performance. Which forces the company to sell the product at below the cost? Even after the liberalization with increased global crude prices increasing the losses very much. The company produces a various range of products, from petrochemicals and solvents to aircraft fuel and specialty lubricants and markets them to several international and domestic airlines and hundreds of industries. Hindustan Petroleum Corp. Ltd (HPCL):- The company operates the largest refinery in the country producing Oils of international standards. This Refinery accounts for 40% of the Indias total Oil production. The company has two major refineries producing a large variety of petroleum fuels specialties. one in Mumbai and the other in Vishakhapatnam. Its huge marketing network consists of its zonal regional offices facilitated by a supply distribution infrastructure comprising terminals, aviation service stations, retail outlets, pipeline networks and LPG distributorships. The companys market share accounts for about 20% and 10% of the nations refining capacity. The company revenue earned was Rs 34,000 corer and net profit margin of 0.65% in 2010. ONGC Corporation:- The company ranks 3rd in petroleum Exploration Production industry. It produces 803 Million Metric Tones of crude and 485 Billion Cubic Meters of Natural Gas from 111 fields. It is the biggest multinational company with 40 oil and gas projects in 15 countries. The company earned Rs. 20,000 corer with net profit margin of 34% in 2010. NGC holds the largest share of hydrocarbon in India contributes over 79% of Indians oil and gas production. Distribution channel of the industry The petroleum distribution segment is rapidly adopting different kinds of supply chain solution. From crude oil selection to petroleum product distribution at the retail outlet it is chain with many links. The refining margins, the lead time associated with fundamental functions like product trading and crude buying unpredictability in oil prices make the entire process challenging. Implementation of these solution on a wide spread installations, however, is what the world is watching, as vast petroleum companies fight to chain the business. The petroleum industry has a vital need for both integration and implementation skills for taking the best value out of the differ distribution channel available. Underground, the gas station is quite modern. The tanks for super unleaded and for regular (the midgrade fuel) are larger than the normal tanks. Each tank is equipped with an electronic level check that conveys real time information about its status through a cable to the stations management system and then to the main inventory management system for the oil company whose products the gas station markets. The travels from the distribution channel push to demand pull is taking place in the section, where once the challenge was in getting the best deals on buying crude, the focus is shifting to give customer what he wants. The petroleum business is separated into refining and distribution segments. The focuses more on the distribution segment. There is a specific change to focus in the industry toward the distribution segment. The big oil companies have started monitoring the inventories of crude oil or any other petroleum products. The issues at the refining level are: which products to make in what quantity? Which crude to use? Which units to run? While the issues at the customer facing end or at the gas station are basic, namely run outs refines. The important functions within the distribution channel are optimization across alternative means of transportation, demand forecasting, replenishment method to avoid retains/run outs finally scheduling, which sequences the dispatch. Marketing and Distribution of Petroleum Products in India:- The public sector oil marketing companies (OMCs) which include Hindustan Petroleum Corporation Ltd. (HPCL), Indian Oil Corporation Ltd. (IOCL) and Bharat Petroleum Corporation Ltd. (BPCL) are primarily responsible for the marketing and distribution of petroleum products in India. With the opening of retail sector for the private players, Shell, Essar and Reliance Industries Ltd. (RIL) have also entered the retail marketing related to petroleum products. The marketing and distribution infrastructure in the petroleum sector include liquefied petroleum gas (LPG) distributorships, petrol/diesel stations, lubricants and greases outlets IOCL is the market leader in terms of marketing and distribution of petroleum products. Retail outlets in India:- The number of retail outlets (ROs) in India has increased from 31,650 in April 2006 to 40,819 in January 2011. IOCL has the widest network of ROs across India with 19,057 ROs as in January 2011. The number of LPG distributors in India has increased to 9,686 as in 2010 from 6,477 in 20011. Indias Navratna oil marketing companies Indian Oil, BPCL and HPCL- are set to report another quarter of heavy losses as they have failed to get compensation from the government for selling fuels below cost. The three oil marketing companies (OMCs) sell diesel, LPG for domestic use and kerosene through public distribution system at prices that are substantially below their costs, in accordance with the permission of their majority shareholder. In return, a small part of their losses is made good by discounts from upstream like ONGC and Oil India. The larger share of losses is made good by the government. During the June 12 quarter, the three oil marketers together had posted an unique net loss of .Rs40,536 corer as the dues from government did not arrive. The company is expecting most of the demand for Piped natural gas to come from domestic and commercial consumer sector. Limitation on subsidized LPG cylinders is expected to be a boon for its Piped natural gas business. Consumers might come forward to get a Piped natural gas connection as its rates would be economical compared to LPG cylinders. The running cost of Piped natural gas would be about 10 percent less than the cost of LPG. Piped natural gas is safer and more eco-friendly fuel for the user. As oil marketing companies move advance forcefully to decrease their distribution channels for LPG cylinders, the next few months will certainly prove trying for consumers. Currently, oil companies in India are going through a tough task of maintaining positive margins in a very unstable market of crude prices and increasing distribution cost. Oil companies also need to be prepared for active pricing scenarios for the coming future. Hence, the immediate need is to have a complete real time visibility of sales and inventory for perfect demand forecasts. Integration of different systems and different data to provide single consistent view and information to the oil company management thus forming a strong foundation for effective decision making. Key issues and current trends Issues in petroleum industries:- The global economy is a dynamic and ever-growing one in spite of the high cost of energy. This in turn is forging the demand for petrochemicals. The strong growth in demand is not backed by a sufficient supply so the cost is still to come down. Operating rates of major petrochemical product segments are very high presently. Problems faced by the India petrochemical industry:- The manufacturing units mostly use outdated format of technology and are not able to produce optimally There is a requirement for the modernization of equipments Excise duty on synthetic fiber should be rationalized Anticipation of reservation on Small Scale Units Plastic waste to be recycled and the littering habits to be discouraged India requires advantage on feedstock, so the import cost has to be brought down The industry should have access to the primary amenities of infrastructure One of the big issues is the difficulty in predicting the advance price, which will succeed in the market in the future months. Some indications are of course available with the futures prices prevailing in the exchanges. Some companies hedge their margins or crude prices by doing paper trading. The forward price is a vital input in the optimization process and can actually make the model for a particular product maximization based on its price. Current trends in petroleum industry Petroleum has proven to be the most flexible fuel source ever discovered, situated at the core of the modern industrial economy. While the industry is strong, it is subject to some very significant stresses:- à ¢Ã¢â€š ¬Ã‚ ¢ Industry consolidation (24 mergers and acquisitions since 1997) à ¢Ã¢â€š ¬Ã‚ ¢ Global industrial expansion resulting in increased petroleum demand à ¢Ã¢â€š ¬Ã‚ ¢ Tight supplies of economically extractable oil à ¢Ã¢â€š ¬Ã‚ ¢ Political instability and terrorism à ¢Ã¢â€š ¬Ã‚ ¢ High per-barrel price that accelerates development of alternative energies à ¢Ã¢â€š ¬Ã‚ ¢ Safety and the need to protect workers in hostile environments à ¢Ã¢â€š ¬Ã‚ ¢ Speed required to establish a presence in new markets à ¢Ã¢â€š ¬Ã‚ ¢ Need to spread infrastructure risk among competitors These stressors are causing oil companies to change the way they do business. From their cooperation with competitors to their massive investments in technology, from a renewed focus on safety and the environment to serious investigation of alternative fuels, these firms are reshaping the industry. How they manage these changes also influences how they view their real estate holdings and how they house the scientists and engineers who play a vital role in this transformation. The challenges oil and gas companies face are having a significant impact on how they view their real estate holdings and what kind of workplaces they provide their employees. These are important issues since many companies in this sector have vast real estate holdings. More and more these companies are managing these holdings from an enterprise-wide perspective, running their facilities like any other part of the business. They are realizing that facilities and furnishings can be a strategic tool for achieving the organizations business goals. That focus has several implications for the workplace. Petroleum includes all petroleum-based products, such as gasoline, oil, diesel fuel, kerosene, refined cleaners, and solvents. Organizations involved in upstream (exploring and extracting) and downstream activities (refining and marketing) for these petroleum products are among some of the most profitable companies in the world. Whether they are involved in upstream or downstream activities, whether they are public corporations or state-owned companies, players in the oil industry must operate within the context of significant issues and major trends that are shaping the long-term outlook for oil. Oil companies public corporations and state and non-state-owned enterprises are faced with increasing demand for petroleum products due to global industrial expansion. On the one hand, labors to get the conservative oil (produced from underground hydrocarbon reservoirs by means of production wells) have prompted oil companies to invest ever more heavily in technology and equipment. On the other, these firms have increased investments in producing unusual oil, including oil sands, shale oil, and extra heavy crude oil, some of which require additional processing to produce artificial crude. To spread the risk of investing in costly technology, equipment, and processes firms are entering into joint-venture relationships designed to spread infrastructure risk among competitors in order for the entire industry to remain healthy. In some cases, firms have required mergers or acquisitions in order to expand resources for highly technical exploration and advanced production. . Other changes on the energy scene, particularly increasing prices for both oil and gas, are prompting several companies to take a broader view of their business. They are transforming themselves through investments in alternative energy sources, including solar, wind, biomass, geothermal energy, and fuel cell technology. The realization that alternative fuels and renewable energy technologies will play an increasingly important role as a bridge between the current focus on hydrocarbons and the clean, cheap promise of hydrogen has prompted many oil companies to invest heavily in these areas. Using technology to boost productivity The technology that oil companies provide their employees is principal perimeter, especially where operational efficiencies can be obtained. Management requires solid standard metrics in order to justify investing in technology. India has steadily established itself in the core of the international production of petrochemical and petrochemical related products in the present state of affairs. With the economic growth cycle slowing down in the United States, the Asian developing nations, especially India, would preferably stand in the global petrochemical market as a producer of these products. This is one of the major challenges facing India petrochemical industry. PESTEL analysis PESTEL analysis stands for Political, Economic, Social, Technological, Environmental and Legal analysis and describes a framework of macro-environmental factors used in the environmental component of  strategic management. It is a part of the external analysis when conducting strategic analysis and gives an overview of the different macro environmental factors that the company has to take into consideration. Political:- Political factors are degree to government intervenes in the economy. Specifically, political factors include areas such as tax policy, labor   law, law, trade, tariffs, and political stability. Political factors may also consist of goods and services which the government wants to provide or be provided and those that the government does not want to be provided. Besides, governments have great authority on the health education, and infrastructure of   a nation. Economical:- Economic factors include growth, interest, exchange  and the inflation. These factors have major impacts on how businesses run and make decisions. For example, interest rates affect a firms  cost of  capital and therefore to what degree a business grows and expands. Exchange rates affect the costs of exporting goods and the supply and price of imported goods in an economy. Social:- Social factors include the cultural aspects and include health consciousness,  population growth rate, age distribution, career attitudes and emphasis on safety. Trends in social factors affect the demand for a companys products and how that company operates. For example, an old population may imply a smaller and less willing workforce (thus increasing the cost of labor). Moreover; companies may change a variety of management strategies to adapt to these social trends (such as recruiting older workers). Technological:- Technological factors include ecological and environmental aspects, such as RD activity, automation, technology incentives and the rate of  technological change. They can find out  barriers to entry, minimum efficient production level and influence outsourcing decisions. In addition, technological shifts can affect costs, quality, and lead to innovation. Environmental:- Environmental factors include weather, climate. Additionally, increasing awareness to climate change is affecting how companies operate and the products they offer it is both creating new markets and diminishing or destroying existing ones. Legal:- Legal factors include discrimination, consumer, antitrust, employment law, and health. These factors can affect how a company operates, its costs, and the demand for its products. Conclusion Crude oil is one of the most necessitated worldwide required commodities. Any smallest amount fluctuation in crude oil prices can have both direct and indirect pressure on the economy of the countries. The instability of crude oil prices group many companies away. Therefore, prices have been regularly and closely monito

Prohibition in the United States Essay -- Drugs and Alcohol, Legal Iss

Prohibition created more crime because it was leading to corruption and the â€Å"cure† was worse than the original problem (Sifakis 725). The number of crimes increased during the Prohibition which caused organized crime to be very â€Å"popular†. Many criminal groups had a regular income of money through illegal actions such as drinking and selling alcohol (Organized Crime and Prohibition 1). Alcohol increased the organized crimes during Prohibition through loopholes in the 18th Amendment, speakeasies, doctor’s prescriptions, and bootlegging. Bootleg alcohol was one of the main reasons organized crimes began (Organized Crime and Prohibition 1). Bootlegging was when alcohol was brought into the country illegally from outside the borders. Although, sometimes the illegal alcohol was obtained within the United States (Sifakis 725). Organized crime can be defined as unlawful activity for profit on a city, interstate, and even international scale (Beehner 1). The crime rate went up because the profit motivated people to get involved with illegal activities (Organized Crime and Prohibition 1). Prohibition helped organized crimes because, even though alcohol was illegal, it’s availability through these crime groups, gangs, were satisfying the peoples’ want of alcohol (Sifakis 725). Bootlegging was a major pastime in America especially during the Prohibition. A bootlegger was someone who engaged themselves in illegal alcohol deliveries. The criminals used bootlegging activities as a business to gain as much profit for themselves as a person possibly could gain. They thrived the most during the Prohibition period, January 16, 1920 until the repeal of the 18th Amendment on December 3, 1933. Most of the bootlegged alcohol was brought... ...ifty-four gallons of methyl alcohol to produce a huge batch of moonshine. This alcohol was sold all over Atlanta and even to an Auburn Avenue nightclub. A man named Eliza Foster went to an Auburn Avenue nightclub and drank a couple shots. A half hour later he dropped over dead. The same night both a man died in his car with a bottle of the same batch next to him and a little old lady died in her rocking chair with a bottle of the bad alcohol lying spilled at her feet. From that bad alcohol, thirteen people died that night with hundreds of other people feeling miserable, sick, and even blind, in the Grady Memorial Hospital. In the end forty-two people had died from the bad alcohol although over five hundred were affected by it (112). After the mass poisonings the scale of legal alcohol went up 51.2 percent in Atlanta (113).

Fantasy vs. Reality in J. M. Coetzees Disgrace Essay -- Coetzee Disgr

Fantasy vs. Reality in J. M. Coetzee's Disgrace J. M. Coetzee's novel Disgrace is, on the surface, the story of a wayward college professor, Dr. David Lurie, who is aging into a disrespectful decline. But this story tells of not only the strife and wrenching change that exist in the microcosm of Lurie's mind, but also the parallel themes that underlie the social, political, and ethical systems that are the reality of present day South Africa. As David Lurie interacts with people and creatures outside his normal milieu, the fault lines between his myopic view of the world and reality begin to crystallize with a disconcerting clarity. "What goes on in your soul is dark to us... ." These words are emblematic of the willful ignorance used to justify the actions of people, governments and society in a number of unfortunate circumstances. The alienation endemic in such a phrase reinforces the notion that each of us is absolutely alone when it comes to matters of the soul. Often, this willful ignorance is the blindfold used to wrap one's conscious mind into a state of denial that permits the status quo to limp on. If a society can be guilty of misanthropic behavior, then it must first exist on the individual level. It is in personal relationships that errors germinate and where true contrition belongs. The original context of this phrase is between Lurie and his college's disciplinary committee. Having been caught misusing his authority to seduce a young student, the professor is asked to explain. Repentance would go a long way toward absolving his sin, but he is defiant. Though it is acknowledged that "we have our weak moments, all of us, we are only human" (52), Lurie offers a confession but no contrition. As in Byron's La... ...is Lucy who must ironically point out reality by snapping, "[W]ake up, David... this is Africa" (124). Though he seems to be coming to terms with his true identity, the loss of perceived primacy is still "humiliating." The best he can do is identify with those he had been blind to before, human and animal alike. Lucy admits they have both in fact been reduced to having nothing, "no cards, no weapons, no property, no rights, no dignity." "Like a dog." "Yes, like a dog." (205) But David Lurie has learned to have and to recognize dignity despite all indications to the contrary. The animals he tends all posses it as does he; he has learned to "concentrate all his attention on the animal they are killing, giving it what he no longer has difficulty in calling by its proper name: love" (219). Work Cited Coetzee, J. M. Disgrace. New York: Penguin Books, 2000.

Charles Dickens and Samuel Clemens :: essays research papers fc

Charles Dickens and Samuel Clemens (1812-1870)  Ã‚  Ã‚  Ã‚  Ã‚  (1835-1910) Charles Dickens and Samuel Clemens lived in different parts of the world, England and America. Charles Dickens was twenty-three years old when Samuel Clemens was born. Charles Dickens was a boy who loved learning, while Samuel Clemens could hardly wait for school to end. Despite the fact that both authors reference Christianity and its customs, historians believe that Charles Dickens was a Christian whereas Samuel Clemens was not. The similarities between Charles Dickens and Samuel Clemens are numerous. Both authors are world famous legends who wrote many novels, created many characters, had an autobiographical character, and based characters on people in their lives. Samuel Clemens used the pen name Mark Twain and Charles Dickens, for a brief time, used the pen name Boz. Both authors worked as journalists and wrote until the day they died. Their life experiences were reflected in their writings and the period in which they wrote was merely an account of what was really happening in history. England in the early years of the seventeenth century enjoyed the regency of the Prince of Wales, went to war with the United States and watched Napoleon’s final defeat at the Battle of Waterloo. During this time, one of the world’s greatest morally and socially responsible novelists, Charles Dickens was born in Portsea, England in 1812. Charles was the second child and the oldest son of John and Elizabeth Dickens. Charles’ early years were happy especially during the ages of 5-9. He loved school, was imaginative and had a hunger for reading. Charles Dickens: A Literary Life page 47 describes the collection of books in the attic that Charles would read as if it were a matter of life or death. Don Quixote, Robinson Crusoe, Arabian Nights and The Tales of the Genii, was reading material not suitable for a child, yet all of these stories influenced the novels Dickens would eventually write. His father was a clerk in the Navy Pay Office. Charles had a carefree life. He and his friends wore white beaver hats and called themselves Giles’ Cats. His parents had many parties and invited many friends, but the problem was that they spent more money than they had. By the time Charles was ten his family had lived in six different houses and each one was poorer and poorer than the one before. There were eight children and the family fell deeper and deeper into debt.

A Fishbone Diagram

A fishbone diagram, also known as a â€Å"cause and effect† diagram is a problem solving technique used in project management. It has also been referred to as an Ishikawa diagram after a Japanese professor; Kaoru Ishikawa. Problems arising in projects usually have many causes and in some cases, these problems may be interrelated and complex. A fishbone diagram is thus a useful tool that diagrammatically enumerates these problems aiding in their solution.Due to its diagrammatic nature, it is possible to view at a single glance the elements surrounding the project and thus identify all the problem areas and hence work on their solution in and easier manner. This is a major advantage of this technique. Additionally, it facilitates an in-depth analysis of problems by splitting them into causes and sub-causes. This again ensures a more efficient and effective approach to problem solution.It is also extremely easy to use and this poses as an important advantage over other management tools. To make a fishbone diagram, one draws a horizontal line pointing to the problem whose solution is desired. Secondly the causes of this are identified and indicated by backward sloping lines along the first line, called ‘bones’. Sub-causes of the problem are usually then identified and put as sub-branches. Lastly, a fishbone diagram has been said to facilitate brainstorming.To come up with the ‘bones’ discussed above, the project management committee needs to think and rethink the causes leading up to the effect. An example of the use of a fishbone diagram can be a project to increase sales by a particular firm. The â€Å"causes† here thus ‘bones’ would then be constituted by such items such as pricing, advertisement, market, branding, product features, etc. All in all, it is agreed that this is an effective tool which every project manager should equipped with.

International business in focus Essay

Do you know that the world has become smaller because of the current global financial crisis? Global financial crisis is a song that has been sung by every tongue one time and again. Screaming headlines on global economic crisis have been posted on all sorts of newspapers available on earth. Radios and televisions do not take a break either when reporting about the world’s financial crisis. It is not a song of praise that has been sung about global financial crisis but one that is directly opposite of what praise means. Global economic crisis has been a monster in the world and countries have been reduced to nothing. All sectors of the economy have been touched by global financial crisis. It has had negative impacts on several areas. This term paper examines the global financial crisis and its impacts on the tourism industry for the past two years. The Global Financial Crisis For a better understanding of the impacts that are brought about by financial crisis on the tourism industry, it is important to first look at the global financial crisis in general. For the past two years, the economy of the world has been characterized by escalating fuel and food prices, collapse of financial markets, and contraction of the world’s economic demand. The economy around the world declined in growth from 5. 2% in the year 2007 to -1. 1% in the year 2009 (Commonwealth of Australia, 2010). Global financial crisis is therefore not a new term and it has been the topic of the day. Its effects began to be felt seriously in the year 2008. All around the globe, stock markets have been reduced to pieces, financial institution that seemed to rule the world have fallen while other have been sold out, and the wealthiest governments on earth have been forced to establish rescue packages as a way of bailing financial systems. In general, the whole world has been reduced to nothing by the current financial crisis. The global financial meltdown has affected people’s livelihoods in the interconnected world (Shah, 2009). The financial crisis has deepened disrupting many systems. It has gone way too far than even the Great Depression (Chossudovsky, 2010). Critics argue that the problem that the world is facing today could be avoided only if the ideologies that support the present day economic models had not been as vocal as they are, so influential and inconsiderate to the views and concerns of others (Shah, 2009). The financial crisis in the world has seen the collapse of the sub-prime mortgage market in the US as well as the housing boom reversal in industrialized economies. Additionally, there are other weaknesses that have been exposed in the so called global financial system. Some of the financial instruments and products have become complex that every aspect of life has taken a new turn. The tourism industry has not been spared either (Shah, 2009). The Tourism Industry Tourism has been a major export in many countries. Many countries around the globe rely on tourism as a source of their revenue. Money that is earned from this sector is used to develop other key areas (Economics Department Caribbean Development Bank, 2008). The industry has several divisions such as the travel agents, international and domestic airline industries, hotels and restaurants, and several other tourism boards. In many areas around the world, the tourism industry has stakeholders such as the foreign embassies, tourism associations, international organizations, and mass media to promote the industry, tourism information centres, and travel writers (Lauder, 2008). For the past sixty years or so, the tourism industry has continually diversified and grown to be ranked among the largest fast growing sector in the economy all over the world. More destinations have over time opened up and more investments have been made in the development of the tourism industry. Modern tourism has been a key-driver for the socioeconomic progress. Some countries in the world can barely stand without tourism. It has become very important in the international trade market. Large amounts of money in terms of foreign exchange are earned from the tourism industry. The export income that is generated by the international tourism is currently ranked fourth after automotive, chemicals and fuel products. Developing countries benefit a lot from tourism. In fact, it is the main source of income and number one export. Tourism industries in the developing worlds have created employment opportunities for masses and at the same time leads to other developments such as infrastructural development. The world has in the recent years been hit by the financial crisis. How then will the global financial crisis be reflected in the tourism industry? Mladenovic & Zlatkovic, 2009) The industry as has been explained before is a very important sector in the economy of many countries. It has positive impacts on the economy of the host country through the foreign exchange earnings. More still, the host country benefits as jobs for the citizens have been created, relieving the country of the unemployment burden. Poverty is eradicated in the process and social services and infrastructure improved. In the overall, tourism leads to the development of the host country and the world in general (OPPapers. com, 2010). Impacts of the global financial crisis on the tourism industry The current global financial crisis has disrupted the tourism industry; the efforts that have been made by the industry have borne little or no fruit. Huge are the losses that have been suffered by the tourism industries all around the world (OPPapers. com, 2010). The United Nations Tourism Organization had predicted that till December 2008, the tourism sector’s growth would be slowed down by about 2-3% by the global financial crisis. The impact of the crisis, as reported, would still be felt in the year 2009. True to their word, tourism arrivals decreased significantly in several ports of the world such as in Polonia Airport in Indonesia. There was 85% tourism decrease in this particular port (Wieke, 2008). As Laude reported in an article on, Global financial crisis bites tourism industry, â€Å"As the global financial crisis bites, the †¦international tourism market is headed for its worst downturn in two decades â€Å"(Laude, 2008). In Austria, a forecast that was prepared for Tourism Austria had warned that the international tourists’ numbers to Austria would significantly be cut by 4% or more in the year that followed. All around the world, the number of tourists have been cut off (Lauder, 2008). As had been pointed out earlier, the tourism industry provides job opportunities to the citizens of the host country, and earns foreign exchange to the host country. When the tourists’ numbers are cut out, many people are bound to lose their jobs in the process as well as reduced foreign earnings putting the country at a greater economic crisis (Lauder, 2008). According to an article by Lauder on, Global financial crisis bites tourism industry, â€Å"Global tourism is already feeling the effects of the financial crisis† (Lauder, 2008). The United Nations Tourism Agency had on October 16th 2008 warned that tourism industry would experience sharper downturn in months that would follow (Lauder, 2008). Businesses are affected in the process such as those that sell products to tourists. The consumer demands have fallen in the tourism leisure sectors. These businesses are very supportive to the economy as they pay taxes to the government. This means that the economy is in turn affected by the reduced taxes (UN News Centre, 2008). In addition when there is a global economic crisis, the amount of disposable income shrinks. The small tourism businesses such as the local travel agencies and the tour operators that cater for both domestic and international tourist suffer a major setback when individuals’ level of disposable income decreases. The locals also constitute to the tourism industry but when the economy is tight on them, they spend less on domestic tourism (Kaar, 2009). In the northern hemisphere for instance, the international tourism had grown by 5% in the year 2008 as compared to the year 2007. However, this was short lived as it began to take a downward slide especially during summer holidays. Numerous businesses in the world are suffering from credit crunch as many customers cut back their travel spending (UN News Centre, 2008). In Vietnam, it was not until the collapse of Lehman Brothers in the mid of 2008 that it dawned to the world that the financial crisis was enormous. The financial crisis that was facing the US shook the globe with credit. Asia, a world that had seen high growth rates with stringent banks and large domestic consumers, was not spared as it has suffered greatly as a result of the financial crisis (UN News Centre, 2008). Global financial crisis and its impact on the tourism industry on developing worlds The crisis that hit the world also affected the developing worlds. In the year 2009, the developing world’s economic growth was projected to be at 1. 7% as compared to the 8. 3% of the year 2007. Consequently, there has been a decline in direct foreign investment, export revenue which also includes the tourism revenue and remittance. As a result, many sectors such as the tourism industry have been affected. Many people have also lost their jobs. Others, who are lucky to have jobs, have been pushed to take low-income jobs. Poverty has resulted as a result of the global financial crisis (Commonwealth of Australia, 2010). The economic crisis that the world is facing has had major impacts on the developing countries. The international financial flows and the private financial flows to the developing countries have rapidly fallen rapidly. The international resource flows as well as the private capital flows have been affected, for instance, the Foreign Direct Investment (Mladenovic & Zlatkovic, 2009). As UNWTO in an article on, Tourism and financial crisis reports, â€Å"The tourism sector is suffering from reduced consumer demand -business and leisure- and tourism business are already feeling the credit crunch† (UNWTO, 2008). The members of UNWTO Executive Council had experienced market deterioration in the tourism sector (UNWTO, 2008). For the last two years, the financial crisis in the world has hit newspaper headlines. The tourism industry just like any other has not gone unaffected by this economic depression. The tourism industry has been greatly affected because it is extremely fragile and volatile unlike other sectors that do not feel any effect. As the United Nations World Tourism Organization observes, the situation is getting even worse in the sector. First, there has been a big drop in the demand of tourist goods as well as tourist leisure. The slow down is greatly felt during summer holidays when there is high expectation of a rise in the number of tourists storming the northern hemisphere (Tourism-review. com, 2010). The UNWTO had however given these predictions that the financial crisis would affect the tourism industry in the years 2008 and 2009. The organization had even set a Resilience Committee whose work was to support the members through providing them with accurate analysis of the economy as well as response mechanisms. The secretary-general of the organization, Franesco Frangiali had admitted that the financial crisis was bound to decrease the travel and the leisure spending. He also admitted that the situation created by the global financial crisis was not as bad as the one that had surfaced during SARS outbreak in the year 2003. The SARs as he claimed caused a lot of harm in the tourism industry (Tourism-review. com, 2010). â€Å"Because the financial crisis is global, the fears and impacts of it are global as well† (Tourism-review. om, 2010). These are words picked from an article, Financial crisis impacts on the tourism industry, by Tourism-review. com. According to a report by the International Monetary Fund, the global crisis made a major impact in Caribbean, an island where the tourism industry is a very important boost to the economy (Tourism-review. com, 2010). In Kenya, the Minister of Tourism, Najib Balala had expected escalation of food prices as well that of other essential comm odities as a result of the global financial crisis. The tourism sector in the country could be badly damaged again just after it had recovered from the violence that erupted after elections in the year 2007. As had been feared, the tourism sector took a downward slide in the two years that followed as a result of the global financial crisis and it has not yet recovered from the shock (Tourism-review. com, 2010). The tourism industry is a very important sector in the economy of Tanzania. For many years, it has had positive effects on the Tanzanian economic development. It is not until recently when the financial crisis set in that the tourism industry was weakened (Lyimo, 2009).

User Manual Critique

I used the following criteria to critique this manual, audience recognition, components of instructions, safety instructions, instructional steps and anally graphics and videos. The first criteria I used is audience recognition. This manual is written for landscape professionals who have some experience using this type of machinery in the past. The terminology that is used throughout the manual suggests that the user knows what the overall operation of the machine is for.This is a good idea because if the machine Is not used properly it could have the potential to be dangerous, causing injury or even death. This Is also a problem because If someone is not familiar with the machine and attempts to use It the manual could confuse them, and they may to assemble the machine correctly, and not follow all the safety warnings that are In the manual. This could also be a dangerous situation since the chemicals that are used in conjunction with the machine could be hazardous.The second criter ia I chose is the components and instructions of the manual. The first page shows a general overview of the sprayer with pictures of specific parts of the machine. One problem with the main page is that it said that there was a search option but I never found that option in any part of the manual. The introduction page gives a brief overview of the manual and points out potential hazards associated with the machine and identifies signal words throughout the manual such as danger, warning, caution and important and their context in the manual.It Is laid out with a table of contents and each header in the table has sub- headings that are all hyperlinked to the correct page of the manual and navigation Is fairly easy throughout the sections. The table of contents Is also presented In a logical order, starting with the introduction all the way through setting up and operating the machine, and finally ending with warranty and contact information. The third criteria I chose is safety inst ructions. This piece of machinery deals with the spraying of chemicals and therefore if not used properly can cause harm to the user or people around the area.The safety section of the manual goes over all the precautions that need to be followed when dealing with chemicals, such as wearing the proper safety gear when using the machine. Each sub-section has clearly laid out the steps required to prepare, use, and maintain the sprayer in a safe manner. One thing I noticed Is there are no links to the Occupational Safety and Health Administration (OSHA) website which could have even more detailed safety Information for the use of chemicals. The fourth criteria I chose was Instructional steps.The manual has detailed instructions on how to setup the sprayer for use. It goes through step-by-step and sprayer. Each section has written instructions as well as pictures and videos on the installation and use of the sprayer. It goes through starting up the sprayer and how to drive it, and shut ting it down. It is a very complicated machine to use, and the writer did a good Job of trying to instruct the user on how to use it. There are some minor issues I noticed with the instructions however.The manual can be over- complicated sometimes and may lose the reader. The is a wealth of information and could have been condensed down and incorporated into smaller groups of information. Without a working search function, the reader has to go through multiple areas to find what they are looking for. The final criteria I chose is the manuals incorporation of graphics and videos. The Ritter did a great Job of having photos of each part of the machine that was being described in that section, and also includes a good amount of videos as well.The thumbnails can be clicked on and a larger image comes up, but they are still a little on the smaller side so it can be difficult on some pictures to see all the components being described. There are illustrations that when clicked on, show a d emo of what the task is, which can be very helpful to the user. The videos are useful for describing what needs to be done, and the narrator speaks in a clear tone that is easy to understand.The main issue with the videos however is they are not high quality so when they are made full screen the image is not clear and can be difficult to follow. If they had used higher resolution video they would have been that much more helpful. Overall the writer did a great Job when creating this manual and the user should not have many problems following it, as long as they are familiar with the equipment to begin with. A novice user will need more help using the machine then the manual gives, but when buying such a machine, they should be competent with using this type of sprayer.

The Securities Market in Vietnam

The 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 70-2006QH11 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 ad ministrative 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 Vietnam’s 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 Tradin g 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 investors 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 l osses 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 the 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 pro ceeds 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 shareholders (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 (on ly 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 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 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 – Vie tnam 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 SSC’s certificate of acceptance, and physically deliver the securities to investors within 30 days from the date the offer ends. 2. 7 2. 8 3. List ing 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, application 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, applic ation 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 year 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 i n 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 fo r 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 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 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 enterpris e 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 corporate 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 Vietnam’s 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 fr ee of personal income tax since 1994. However this very long â€Å"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 com pany must lodge the public company file with the SSC within 90 days of becoming a public company. The public company files comprises the company’s 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 to 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 â€Å"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 company’s 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 Vietn am (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 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 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 â€Å"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 Minister’s opinion that the 49% rule would continue to be applied ‘temporarily’. In any event, specific re strictions 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 law 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 bill ion); 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 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 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 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 probably means that the MOF’s 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 membersâ€℠¢ 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 MOF’s 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 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 Hanoi and Nigel Russell in Ho Chi Minh City, both of whom joined the Allens Arthur Robinson partnership from 1 January 200 7. 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. [email  protected] com. au Nigel Russell Partner, Ho Chi Minh City Ph: +84 8 822 1717 Nigel. [email  protected] com. au Steve Pemberton Partner, Singapore Ph: +65 6535 6622 Steve. [email  protected] com. au Jim Dunstan Executive Partner – Banking & Finance and Asia offices, Sydney Ph: +61 2 9230 4571 Jim. [email  protected] com. au Simon Lynch Partner, Melbourne Ph: +61 3 9613 8922 Simon. [email  protected] com. au Jeremy Low Partner, Sydney Ph: +61 2 9230 4041 Jeremy. [email  protected] 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. [email  protected] com. au Hanoi Suite 401 Hanoi Tower 49 Hai Ba Trung Hanoi, Vietnam Tel +84 4 936 0990 Fax +84 4 936 0984 bill. [email  protected] 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 The Securities Market in Vietnam The 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 70-2006QH11 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 ad ministrative 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 Vietnam’s 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 Tradin g 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 investors 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 l osses 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 the 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 pro ceeds 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 shareholders (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 (on ly 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 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 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 – Vie tnam 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 SSC’s certificate of acceptance, and physically deliver the securities to investors within 30 days from the date the offer ends. 2. 7 2. 8 3. List ing 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, application 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, applic ation 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 year 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 i n 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 fo r 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 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 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 enterpris e 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 corporate 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 Vietnam’s 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 fr ee of personal income tax since 1994. However this very long â€Å"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 com pany must lodge the public company file with the SSC within 90 days of becoming a public company. The public company files comprises the company’s 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 to 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 â€Å"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 company’s 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 Vietn am (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 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 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 â€Å"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 Minister’s opinion that the 49% rule would continue to be applied ‘temporarily’. In any event, specific re strictions 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 law 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 bill ion); 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 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 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 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 probably means that the MOF’s 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 membersâ€℠¢ 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 MOF’s 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 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 Hanoi and Nigel Russell in Ho Chi Minh City, both of whom joined the Allens Arthur Robinson partnership from 1 January 200 7. 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. [email  protected] com. au Nigel Russell Partner, Ho Chi Minh City Ph: +84 8 822 1717 Nigel. [email  protected] com. au Steve Pemberton Partner, Singapore Ph: +65 6535 6622 Steve. [email  protected] com. au Jim Dunstan Executive Partner – Banking & Finance and Asia offices, Sydney Ph: +61 2 9230 4571 Jim. [email  protected] com. au Simon Lynch Partner, Melbourne Ph: +61 3 9613 8922 Simon. [email  protected] com. au Jeremy Low Partner, Sydney Ph: +61 2 9230 4041 Jeremy. [email  protected] 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. [email  protected] com. au Hanoi Suite 401 Hanoi Tower 49 Hai Ba Trung Hanoi, Vietnam Tel +84 4 936 0990 Fax +84 4 936 0984 bill. [email  protected] 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