Saturday, January 25, 2020
Issues for Minority Shareholders
Issues for Minority Shareholders Naomi is a minority-shareholder in Run For Your Life (RFYL) Ltd. Dividends Unfair Prejudicial Conduct The first issue that will be looked at in this scenario is whether Mehmet and Lucys failure to pay dividend amounts to unfair prejudicial conduct. Under the Companies Act 2006 s.994[1](CA 2006) Naomis petition should relate to how the companys conduct unfairly prejudiced her interests as a member. A members interests are not limited to the strict legal rights granted to them by agreements but also cover the legitimate expectations, such as expectations of profit and management, arising from the conduct of the company and any understandings between the parties (ONeill v Phillips)[2]. In order for such expectations to occur, the company has to be a quasi-partnership company, which arises from the basis of personal relationship involving mutual confidence and an agreement that all of the shareholders/members would be involved in management to some degree (Ebrahimi v Westbourne Galleries Ltd)[3]. Applying Ebrahimis test to RFYL Ltd, it can be said that it is a quasi-relationship company as Naomi was initially a partner even before the company incorporated and was brought on as a director during the incorporation. Share restrictions can also be considered to exist, (though we are never really told) since RFYL Ltd is a private company that cannot trade its shares in public markets. It should be noted, that Naomi has expressly stated her dis-interest in RFYL Ltd which means that it may make it difficult to prove the quasi-relationship between the members and that in Irvine v Irvine[4], the judges found that in a quasi-relationship company, the failure to pay dividends does not always amount to a legitimate expectation. However, this shouldnt deter Naomi from arguing that a quasi-relationship exists as there may a be chance to reconsider and revoke his resignation if it was effected hastily and in a manner and circumstances which did not strike too deeply at mutual trust and confidence, and that a failure to permit this might amount to unfair prejudice (Re Flex Associa tes Ltd)[5] and that though the Judges may not find a legitimate expectation, it can still be argued that the non-payment of dividends amounts to an unfair prejudicial conduct. Regardless of whether she is a director or not, Naomi as a member has a vested interest in receiving dividends from RFYL Ltd, (Re Coroin Ltd[6]). For Naomis petition to succeed, she should objectively and individually prove that her interests have been prejudiced and that conduct was unfair[7]. In Re Sam Weller Sons Ltd[8]thoughGibson J states that he does not intend to suggest that a shareholder who does not receive an income from the company except by way of dividend is always entitled to complain whenever the company is controlled by persons who do derive an income from the company and when profits are not fully distributed by way of dividend he does go to indicate that it will depend on the facts of the case which means that it will remain in the judges discretion to decide on whether the facts of the case amount to unfair prejudicial conduct. Lucy and Mehmet decide to stop Naomis salary and fail to pay dividends, leaving her with no form of financial return for her investment a nd accordingly a lack of financial return can be considered prejudicial (Re Coroin Ltd)[9]. Moreover, Naomi needs to also prove that the conduct was unfair. The House of Lords in ONeill v Phillips[10]effectively limited the definition of unfairness to breaches of the terms of legally enforceable agreements and to where equitable considerations make it unfair for those conducting the companys affairs to rely on the strict legal rights offered to them. In relation to the non-payment of dividends to Naomi, it can be considered unfair especially when both Mehmet and Lucy are still receiving substantial salaries[11] all while Naomi receives no form of remuneration. Naomi seems to have a good chance at succeeding with a petition under s.994[12]. If the judges find in favour of Naomi, she can claim for remedies under s.996[13]. The most common remedy is an order to purchase shares of the minority member. It in the case that order to purchase the shares is made, the valuation date will be on the same day as that of the order, unless a quasi relationship is found, in which case the valuation will be pro-rata and without a minority discount. Just and Equitable Winding-up Naomi also can also bring a petition through the Insolvency Act 1986 s. 122(1)(g)[14], though its chances of success are comparatively much lower. Harman J in Re a Company (No 00370 of 1987)[15] found that a failure to pay dividends may amount to sufficient reasoning for winding up of a company. Nonetheless, in accordance with IA 1986 s. 125(2)[16] the courts have been less inclined[17] to grant an order for winding up if there are less severe remedies available (i.e. offer to purchase or unfair prejudicial conduct). Winding up under s.122(1)(g)[18] is usually reserved for more difficult situations where no clear member holds a majority (Re Yenidje Tobacco Ltd)[19].Therefore, it would not be viable for Naomi to bring a petition for winding up as it would most certainly be struck out by the court. Offer to Purchase If the offer to purchase made by Mehmet and Lucy is found to be fair, then it will most probably change Naomis course of action. As it stands, if a fair offer is made regarding the purchase of the petitioners shares, an unfair prejudicial conduct petition would also be struck out. Similarly, if a petition for winding up is made the courts will also be inclined to strike it out in favour of a fair offer. An offer to purchase is sometimes seen as the ideal remedy in such cases as it limits the possibility of future complications and allows to petitioner to step away from the company[20]Ãâà The real issue with the offer to purchase, is determining whether the offer is reasonable and fair. Lord Hoffman in the case of ONeill[21] stated that a reasonable offer must be to purchase the shares at a fair value on a pro rata basis without a minority discount determined by a competent expert. It should also include submissions by both parties to an expert. In our scenario, it is not very c lear whether the offer is considered to be reasonable since the integrity of the auditor is in question. Having the company auditor value the shares would probably be considered unfair since he is not considered adequately independent[22]. Although a court will usually consider offers to purchase as the best form of remedy it will still allow a petition to proceed depending on the merits of the case. Directors Duties Though this question deals more with minority shareholder remedies, a look at Naomis possible breaches as a director and whether Mehmets and Lucys claim that Naomis negligence is a cause for the fall in profits should be made. The general directors duties that are owed to RFYL Ltd. are found in CA 2006 ss.171-77[23]. The issue to consider in relation to Naomis possible breach of directors duties is Naomis failure to attend board meetings. The relevant sections of the CA 2006[24] that pertain to our argument are ss. 172 174. Under s.172 a director has a duty to promote the success of the company and act in good faith for the benefit of the company. In order to prove that the directors actions were in good faith subjective test must [1] Companies Act 2006 s.994 [2] ONeill v Phillips [1999] 1 WLR 1092 [3] Ebrahimi v Westbourne Galleries Ltd [1973] AC 360 [4] Irvine v Irvine (No 1) [2006] EWHC 406 (Ch); [2007] 1 BCLC 349 [5] Re Flex Associates Ltd [2009] EWHC 3690 [6] Re Coroin Ltd [2013] EWCA Civ 781 [7] Hawks v Cuddy [2007] EWHC 2999 [8] Re Sam Weller Sons Ltd [1990] [9] Re Coroin Ltd [2013] EWCA Civ 781 [10] ONeill v Phillips [1999] 1 WLR 1092 [11] Re Sam Weller Sons Ltd [1989] 5 [12] [13] [14] Insolvency Act 1986, s. 122(1)(g) [15] Re a Company (No 00370 of 1987) [1988] 1 WLR 1068 (Ch). [16] Insolvency Act 1986, s. 125(2) [17] Re Sam Weller Sons Ltd [1990] [18] Insolvency Act 1986, s. 122(1)(g) [19] Re Yenidje Tobacco Ltd [1916] [20] Grace v Biagoli [2006] 2 BCLC [21] ONeill v Phillips [1999] 1 WLR 1092 [22] North Holding Ltd v Southern Tropics Ltd [1999] [23] [24]
Friday, January 17, 2020
Investment and Retirement Planning Essay
Introduction â⬠¢ Retirement is the point where a person is not in any kind of employment /business/occupation. â⬠¢ This usually happens upon reaching a determined age, when physical conditions do not allow the person to work any more. â⬠¢ Retirement could also be due to personal choice-either due to adequate pension or personal savings or due to a regular unearned income like interest, rents etc. â⬠¢ The retirement age varies from country to country but it is generally between 55 and 70. â⬠¢ Certain jobs, which are of dangerous nature or of fatiguing nature, may have an earlier retirement age. Support and Funds â⬠¢ Retired persons support themselves either through superannuation, pensions, savings or through family (earning children), as in Indian families. â⬠¢ In some other countries the government provides the pension benefit to all its citizens. Retirement Planning â⬠¢ Retirement financial planning refers to a collection of systems, methods and processes which support a family unitââ¬â¢s (clientââ¬â¢s) desire to achieve a state of financial independence. â⬠¢ It is a process of determining the financial goals at the point of retirement. â⬠¢ It requires constant monitoring of the progress of the plan and then taking adequate remedial measures Need For Retirement Planning â⬠¢ Increasing Life Span â⬠¢ Low Returns In Conventional Modes Of Savings. â⬠¢ Unintended Contingencies. â⬠¢ Increasing Medical Cost. â⬠¢ Diminishing Trend Of Joint Family System â⬠¢ Inflationary Trends â⬠¢ Absence Of Social Security Benefits By The State â⬠¢ Pursuing Hobbies â⬠¢ Falling Interest Rates Steps In Retirement Planning â⬠¢ Decision retirement about the retirement age option. â⬠¢ Setting of financial goals â⬠¢ Saving of relevant amounts w.r.t. goals â⬠¢ Investing in appropriate modes â⬠¢ Calculation of net worth â⬠¢ Regular monitoring of financial plan and incorporate the necessary amendments in the plan. Factors Affecting Retirement Planning â⬠¢ Life style â⬠¢ Personal values â⬠¢ Nature of income- salaried, business or professional; stable job/non-stable job; private job/government job â⬠¢ Number of years left for taking retirement â⬠¢ Inflation rate â⬠¢ Present net worth of a person â⬠¢ Risk appetite of a person â⬠¢ Services of a certified financial planner â⬠¢ Conviction in the retirement planning effort â⬠¢ Seriousness & perseverance for retirement planning Life Expectancy & Career Stability LIFE EXPECTANCY â⬠¢ Life expectancy is the major ruler of retirement planning. â⬠¢ As per the Indian context, still the importance of retirement planning is not clearly identified. â⬠¢ With the increasing life expectancy, high standards of living and high expectations for the upcoming future, pressure is building up for fund allocation, to meet up the needs of retirement. â⬠¢ Longevity of life expectancy has to be kept in mind while making out a retirement plan. â⬠¢ Key factors to be evaluated while making out a retirement plan are present life style, income and capacity to save, family circumstances, level of inflation prevailing in the economy & the standard one would like to maintain at the time of post retirement INDIA & RETIREMENT PLANNING â⬠¢ 90% per cent of Indiaââ¬â¢s total working population is not covered for postretirement life. â⬠¢ The main objective of retirement planning is to create a well funded and safe future for the client. â⬠¢ Financial needs of the client needs to be clubbed between his/her current income and post retirement expenditure. â⬠¢ To maintain up current life style one has to plan to save almost 65 to 85% of current income. Life Cycle â⬠¢ Every phase of life cycle has a different level of income, expenditure and saving. â⬠¢ The first phase of life cycle is the childhood where an individual has no earnings but certain amount of money is spent on him/her (school fees, clothing, food etc). â⬠¢ Second stage comes where the individual may or may not start his real earnings or a stable career. â⬠¢ In the third stage an individual enters a stable career and has good amount of earnings to save and start planning for his/her retirement â⬠¢ Fourth & fifth stage is time period to save maximum and allocate maximum funds for the retirement planning. â⬠¢ In the sixth stage comes the old age. At this stage the savings tend to reduce because of medical expenses, new expenses related to old age etc. â⬠¢ The last two stages of the life cycle is the retirement period where the saving are utilized to cover the real retirement years or retirement costs. Career Stability â⬠¢ Career stability is one of the most important factor which clearly needs to be evaluated to develop a retirement plan. â⬠¢ Fund allocation for retirement is done with the help of surplus earnings of an individual during his/her pre-retirement period. â⬠¢ Stable career and in return stable earnings provides a scope for having well planned and organized retirement plan â⬠¢ Employers also have a important role in retirement planning as they contribute in pension plans other contribution plans etc. â⬠¢ Career stability helps to draw clear anticipation of future earnings can be which helps in retirement planning Major Factors Affecting Career Stability â⬠¢ Job Satisfaction: Job satisfaction covers the factors like the level of pay and benefits, the perceived fairness of the promotion system within a company, the quality of the working conditions, leadership and social relationships, and the job itself. â⬠¢ Alternative opportunities: If the market is opening up for new jobs and careers and individual can provide his works onto those opportunities the career stability can embark for changes. â⬠¢ Employer-Employee Relationship: This issue covers the factors like loyalty of an individual towards the employer, future protection provided by the employer, motivation, leadership, timely appraisals. â⬠¢ Changing economic conditions: The economic conditions of a country like recession cycles, developing sectors, problems related to any particular sector private and public ownership etc also affects the career stability. â⬠¢ There are also various policies and economic strategies of government related to employment & foreign investments etc which have a direct affect on employment scenario. PRE-RETIREMENT COUNSELLING Introduction â⬠¢ It is an planning. interactive part of retirement â⬠¢ In pre-retirement counseling all the basics of the retirement plan are drafted as per the needs and expectations of the client and as per the clientââ¬â¢s present and anticipated financial conditions. â⬠¢ Financial planner has to clearly evaluate the needs, attitude & lifestyle of the client to have a strong and trustworthy relationship with the client. Steps For Retirement Plan â⬠¢ Inauguration Of Retirement Plan: Inauguration of retirement plan would depend on life expectancy. If the client starts accumulating funds for his/her retirement early, with small savings & less burden he will be able to achieve the goal. â⬠¢ Desired Retirement Status: This would involve budgeting, income sources and proper asset management etc. Estimated expenditure and sources of income during the retirement years to the client have to be evaluated properly. â⬠¢ Retirement Expenses & Sources Of Income: Clear identification of all the costs & incomes has to be made. Provisions for allocating 65 to 70% of current income for the retirement period should be drawn. Insurance With Retirement Planning â⬠¢ Insurance plans with a cash back or whole life insurance are suitable because they provide insurance as long as the premiums are paid and also accumulates savings, thus it has a cash value. â⬠¢ It also helps to pay off uncovered medical costs, funeral expenses & also acts as an income replacement for survivors. â⬠¢ With increasing life expectancy, and other challenges a life insurance can provide a life-long, worry-free retirement and insurance protection. â⬠¢ Major expenses of the retirement years are the health care costs, health insurance can act as a helping hand in that case to meet up these costs. 26/30 Estate Planning With Retirement Planning â⬠¢ Estate planning is the process of accumulating and disposing of an estate to maximize the returns of the estate owner. â⬠¢ Various tools of estate planning are used like Wills, Trusts, Gifts, Contributions & proper evaluation of Estate taxes. â⬠¢ Estate planning should maintain out the costs of the property and should develop an estate plan to give proper and safe income generation. â⬠¢ Estate plan will cover all the legal formalities and all the documentation regarding future transactions. Tax Planning With Retirement Planning â⬠¢ Savings and investments are interconnected. â⬠¢ Proper management of savings and investment results to tax benefits and these become very important at the time of retirement. â⬠¢ Retirement planner must clearly evaluate the aspects of its liquidity, security, and the most important one the return and tax income over such investments. â⬠¢ Proper tax planning can itself prove out to be a saving tool because with effective tax planning is basic foundation for effective retirement planning.
Thursday, January 9, 2020
Parkinson Disease ( Pd ) - 929 Words
Parkinson Disease (PD) is a neurodegenerative disease symptomized by tremor, muscular rigidity, and slow imprecise movements. Typically, the disease affects middle-aged and elderly individuals. PD is associated with degeneration of the basal ganglia of the brain causing a deficiency of the neurotransmission of dopamine. (1). Given what you know about the members of the family, analyze and comment on the potential effects this condition/illness might have on them. Since Mr. Olsen (Frederic) has transitioned to an Assisted Living community, the family most likely have a sense of relief in logic he will be taken care of in regards to his activities of daily living (ADLs) such as ââ¬Å"feeding, dressing, grooming, bathing, assisting with mobility and homemakingâ⬠(Atlas, S. J., Matthews, J.R., Fritsvold, E., Vinall, P.E. 2014). Albeit the physical limitations for the family have been comforted, the psychological effects on the family members are drastic. Most people are shameful of the disease; and ridiculously religious people look at the disease as response to a sin. On a micro perspective family members, may face an economic burden from admitting Mr. Olsen into an Assisted Living home. On top of that, they must figure out a schedule that will be conducive for them to take Mr. Olsen back and forth to his doctor visits. (2). How might the various family members react to them? John Ellaââ¬â¢s husband probably feel that he should try another alternative such as the NativeShow MoreRelatedParkinson Disease ( Pd )1350 Words à |à 6 Pages Parkinson disease (PD) is one of the most common neurologic disorders. and it affects approximately 1% of individuals older than 60 years old. Parkinsonââ¬â¢s disease is a condition that progresses slowly by treatment. 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Wednesday, January 1, 2020
The Latino And Latino Culture Health Care - 1397 Words
By 2011, nearly one person out of every six living in the United States will be of Hispanic/Latino origin (Selig Center Multicultural Economy Report, 2006). The Hispanic community in the largest minority in the USA and the fastest growing, it is also one with a high incidence of preventable diseases such as Diabetes, periodontitis, colorectal cancer and HIV. Obesity and teen age pregnancy are significantly more prevalent in Hispanic/Latino population as well. Rate of vaccination is also below that of the majority of the population. Addressing their health care makes good public health and economic sense. Reasons for this discrepancies are many and varied, so different and varied approaches will be needed. In the Hispanic/Latino culture health care is most commonly sought after when symptoms appear, and in may cases only when those symptoms cause the individualââ¬â¢s incapacitation. Working through discomfort is considered the norm, dwelling on discomfort or mild pain is seen as weakness and seeking medical attention when not ill, such as preventive care, is almost unheard of, unless it is required by oneââ¬â¢s employer. Culturally engaging in premarital sex is frowned upon for girls, though not so much for males, abstinence may be the only birth control ever discussed at home, for fear of implying consent. This significantly increments the danger of teen age pregnancy, abortion is rejected, mostly for moral and religious reasons, thus the high rate of teen age birth.Show MoreRelatedThe Latino Culture Health Care1068 Words à |à 5 Pagesvaried approaches will be needed. Addressing their health care makes good public health and economic sense. In the Hispanic culture health care is most commonly sought only after symptoms appear. In many cases only when those symptoms cause the individualââ¬â¢s incapacitation. Working through discomfort is considered the norm, dwelling on discomfort or mild pain is seen as weakness and seeking medical attention when not ill, such as preventive care, is almost unheard of. Culturally, engaging in premaritalRead MoreLatino Culture Related to Purnell Model1750 Words à |à 7 PagesLatino Culture Related To Purnell Model NSG 3069 Norfolk State University Twelve Domains in Purnell Model Cultural competence is the ability to interact well with people of different cultural backgrounds (Rundle, 2002). It provides the best ways of meeting the needs of diverse patient population which is always on the increase, as well as ways of effectively advocating for them. This means that cultural competence has the benefit of enabling nurses to deliver servicesRead MoreMental Health Among Latino Communities Essay1172 Words à |à 5 PagesIntroduction to Mental Health Among Latino Communities In the United States, the Latino American population has risen by over 40% within the past decade and accounts for over 17.1% of the Nations society. In 2050, the Latino Community is expected to make up nearly one-fourth of the population and 2/3 of the U.S. Hispanics are from the Mexican-American Subgroup. In the United States, there has been extensive research examining the prevalence of varying psychiatric disorders among the Latino Hispanic CommunitiesRead MoreThe For The Healthcare Field1124 Words à |à 5 Pagesunderstanding that we are all different and come from different backgrounds and beliefs is imperative to providing the best care for our patients. To these people their beliefs are just as important to them as ours are to us. My church works heavily in Jinotega, Nicaragua and local communities surrounding. Because of our involvement there I have chosen to write about Latino culture. According to Bryan Reeves, a member of my church who has visited Nicaragua numerous tim es, ââ¬Å"A person with any formal WesternRead MoreProfessional Communication Cultural Sensitivity Of Health Care1302 Words à |à 6 Pageseffective communication in the delivery of health care in various cultural groups. This writer selected the Latino population as her journal reading, since Latinos have become frequent patients in the acute care hospital. Through this reading, exploring the culture of Latinos will augment insights to the delivery of care that is culturally sensitive. Furthermore, the importance of cultural competence in nursing facilitates effective delivery of utmost care to diverse patients based on their culturalRead MoreDiabetes in the Latino Community1648 Words à |à 7 PagesIntroduction Diabetes is a prevalent health disparity among the Latino population. Diabetes is listed as the fifth leading cause of death among the Latino population in the website for Center for Disease Control and Prevention, CDC, in 2009. According to McBean, ââ¬Å"the 2001 prevalence among Hispanics was significantly higher than among blacks.â⬠(2317) In other words among the Hispanic or Latino community, there is a higher occurrence of diabetes as compared to other racial/ethnic groups such as BlacksRead MoreThe Impact Of Immigration On The New Country1280 Words à |à 6 Pages III. Literature Review Amongst current events, immigration is one of the hotly debated topics of today. Itââ¬â¢s will be a determining factor in the current U.S. presidential race. Hispanic/Latino immigrants are one of the fastest growing demographics in our populations and consideration of political value due to their impact on and to the economy. Their ethnicity makes them the subject of random criticism and plays a role in how well they assimilate into the US. How they are perceived and treatedRead MoreChildhood Obesity in Latino Children1187 Words à |à 5 PagesChildhood Obesity in Latino Children. Cindy Martinez Phoenix University The purpose of the Powerpoint presentation in the workplace project is to raise awareness for health care workers in regards to the increasing rate of obese Latino children in the United States. In the past several decades and according to the State of Obesity ââ¬Å"38.9 % of children ages 2-19 are obese in the Latino culture.â⬠The rates of severe obesity are higher amongst these children compared to the White American childrenRead MoreIs Obamacare Affordable Healthcare For 6 Million Latinos1663 Words à |à 7 PagesAccording to the popular media report issued by CNN, latinos in general, have been struggling to find help for mental health issues amongst their ever growing population (Rodriguez, 2013). Even though Obamacare ensures affordable healthcare for 6 million latinos, itââ¬â¢s still not enough for the hispanic community who are suffering from mental illness to seek help (Rodriguez, 2013). The major fear in the latino community is the fact of being stigmatized when obtaining help from mental institutions andRead MoreSuccessful Hiv Prevention And Treatment Requires Evidence Based Approaches1573 Words à |à 7 Pagesprioritizedâ⬠(Martinez, 2016). Hispanic/Latino Culture Towards HIV Prevention Plans Cultural Background The Hispanic cultural is still signified by the dominant role of the male in the community and family structure (Gurung, 2014). Sex, sexual orientation, and homosexuality is still not a comfortable conversation for many Latinos as they feel shame, guilt, and fear of stigma and discrimination (Martinez, 2016), even in the confines of the health care facilities. Many Latinos also face language, cultural and
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