The Evolution of Physics

The Evolution of Physics Dont forget to vote for me in the 2008 Blogging Scholarship for $10,000! I dont like physics. A lot of people seem to think I do. Id like to dispel those rumors: I dont like physics. Lucky for me, there are all sorts of majors here at MIT to choose from that have nothing to do with physics at all. I could be an electrical engineer, I could do brain and cognitive sciences, I could do chemistry or biology, or any number of different things. Which did I choose? Mechanical Engineering. I discovered something about mechanical engineering. Apart from physics, it has the most physics. Awesome, I picked a major that essentially is everything that I hate (physics) mixed with everything I love (building stuff). Working my way through physics problems in high school, freshman year, and now during sophomore year Im noticing a trend in physics problems: they get harder. Check this out Junior Year of High School: This is a nice summary of physics in high school for me: We have an Honors physics class where nothing is being learned We have an Asian (15% of the total asian population of my school) We have an Hispanic (30% of the total hispanic population of my school) We have a very difficult to build card house We have a water bottle on said card house We have more card house on said water bottle We have the teacher taking a picture of the lack of learning in his class. Needless to say things got different when I got to MIT. Freshman Year: What? You mean the horizontal component down the ramp is a sin instead of a cos!? Whoa dude, whoa. And then, a little later. . . Wait, blocks sliding on blocks? Wait, that doesnt . . . huh? Sophomore Year: This is when I realize that mechanical engineering = physics. I think it really struck me that physics was hard when I got this problem in my PSET thats due next week. Yep, lets see, cart attached to wall with a spring, a pendulum attached to the cart, a force applied to the end of the pendulum, and a dashpot between the pendulum and the wall. Suck. Flipping through my text book, I saw more and more physics, some of which actually would give me nightmares. Ive scanned one of those nightmarish ones for you to see. Ready? Can you handle this? AAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHHHH!!!!!!!!!!!!!!!! *faint*

Pronouncing the Difficult Consonants of Spanish

While many of the Spanish consonants have sounds that are similar to those in English, many are distinctly different and have become the bane of many a Spanish student. Persons learning Spanish who see a familiar letter are tempted to give it the pronunciation they already know—but more often than not that wont get it exactly right. Even though Spanish is highly phonetic, some letters have more than one pronunciation, and still others are simply different than what might be expected. Consonants With More Than One Sound C, at least in most of Latin America, is pronounced like the c in cereal when it comes before an e or an i, and like the c in car when it is other positions. Examples: complacer, hacer, à ¡cido, carro, acabar, crimen. Note: Although you will be understood if you use the Latin American pronunciation, in parts of Spain the c sounds like the th in thin when it comes before an e or i. Learn more details in the lesson on pronouncing the C. D generally is pronounced somewhat like the d in diet, although often the tongue touches the bottom of the teeth instead of the top. But when d comes between vowels, it has a much softer sound, kind of like the th in that. Examples: derecho, helado, diablo. See our lesson on pronouncing the  D for more details. G is pronounced much like the English g in go, although softer, except when it precedes an i or e. In those cases, it is pronounced like the Spanish j. Examples: gordo, gritar, gigante, mà ¡gico. See the lesson on pronouncing the  G. N usually has the sound of the n in nice. If it is followed by a b, v, f or p, it has the sound of m in empathy. Examples: no, en, en vez de, andar. Learn more in our lesson on the  N. X varies in sound, depending on the origin of the word. It is often pronounced like the x in example or exit, but it also may be pronounced like the s or the Spanish j. In words of Mayan origin it can even have the English sh sound. Examples: à ©xito, experiencia, Mà ©xico, Xela. See also our explanation of the Spanish  X. Consonants That Markedly Differ from English B and V are pronounced exactly the same. In fact, one of the few spelling problems that many Spanish speakers have is with these two letters, because they dont distinguish them at all from their sound. Generally, the b and v are pronounced like the b in beach. When either of the letters is between two vowels, the sound is formed kind of like the English v, except that the sound is made by touching the lips together instead of the upper teeth and lower lip. See our lesson on pronouncing the B and V for more details and a brief audio lesson. H is always silent. Examples: hermano, hacer, deshacer. See also the lesson on the silent H. J (and the g when before an e or i) can be difficult, as its sound, that of the German ch, is absent in English except for a few foreign words where it is sometimes retained, as in the final sound of loch or the initial sound of Channukah. The sound is sometimes described as a heavily aspirated h, made by expelling air between the back of the tongue and the soft palate. If you cant pronounce it well, youll be understood by using the h sound of house, but its worthwhile to work on the correct pronunciation. Examples: garaje, juego, jardà ­n. See the lesson on pronouncing the J. L is always pronounced like the first l in little, never like the second one. Examples: los, helado, pastel. See the lesson on pronouncing the L. LL (once considered a separate letter) is usually pronounced like the y in yellow. There are some regional variations, however. In parts of Spain it has the sound of the ll in million, and in parts of Argentina it has the zh sound of azure. Examples: llama, calle, Hermosillo. See the lesson on pronouncing the LL. Ñ is pronounced like the ny in canyon. Examples: à ±oà ±o, caà ±Ãƒ ³n, campaà ±a. See the lesson on pronouncing the Ñ. R and RR are formed by a flap of the tongue against the roof of the mouth, or a trill. See the R and RR how to guides for these letters. Z generally sounds like the s in simple. In Spain it is often pronounced like the th in thin. Examples: zeta, zorro, vez. See our lesson on pronouncing the C and Z.

How to Understand a Stem and Leaf Plot Diagram

Data can be shown in a variety of ways including graphs, charts, and tables. A stem-and-leaf plot is a type of graph that is similar to a histogram but shows more information by summarizing the shape of a set of data (the distribution) and providing extra detail regarding individual values. This data is arranged by  place value where the digits in the largest place are referred to as the stem, while the digits in the smallest value or values are referred to as the leaf or leaves, which are displayed to the right of the stem on the diagram. Stem-and-leaf plots are great organizers for large amounts of information. However, it is also helpful to have an understanding of the  mean, median, and mode  of data sets in general, so be sure to review these concepts prior to beginning work with stem-and-leaf plots.   Using Stem-and-Leaf  Plot Diagrams Stem-and-leaf plot graphs are usually used when there are large amounts of numbers to analyze. Some examples of common uses of these graphs are to track a series of scores on sports teams, a series of temperatures or rainfall over a period of time, or a series of classroom test scores. Check out this example of test scores: Test Scores Out of 100 Stem Leaf 9 2 2 6 8 8 3 5 7 2 4 6 8 8 9 6 1 4 4 7 8 5 0 0 2 8 8 The Stem shows the tens column and the leaf. At a glance, you can see that four students got a mark in the 90s on their test out of 100. Two students received the same mark of 92, and no students received marks that fell below 50  or reached 100. When you count the total number of leaves, you know how many students took the test. Stem-and-leaf  plots provide an at-a-glance tool for specific information in large sets of data. Otherwise, you would have a long list of marks to sift through and analyze. You can use this form of data analysis to find medians, determine totals, and define the modes of data sets, providing valuable insight into trends and patterns in large data sets. In this instance, a teacher would need to ensure that the 16 students who scored below 80 truly understood the concepts on the test. Because 10 of those students failed the test, which accounts for almost half of the class of 22 students, the teacher might need to try a different method that the failing group of students could understand. Using Stem-and-Leaf Graphs for Multiple Sets of Data To compare two sets of data, you can use a back-to-back stem-and-leaf  plot. For instance, if you want to compare the scores of two sports teams, you can use the following stem-and-leaf plot:   Scores Leaf Stem Leaf Tigers Sharks 0 3 7 9 3 2 2 2 8 4 3 5 5 1 3 9 7 5 4 6 8 8 9 The tens column is now in the middle column, and the ones column is to the right and left of the stem column. You can see that the Sharks had more games with a higher score than the Tigers because the Sharks only had two games with a score  of 32, while the Tigers had four games—a 30, 33, 37 and a 39. You can also see that the Sharks and the Tigers tied for the  highest score:  a 59. Sports fans often use these stem-and-leaf  graphs to represent their teams scores to compare success. Sometimes, when the record for wins is tied within a football league, the higher-ranked team will be determined by examining data sets that are more easily observable, including the median and mean of the two teams scores. Practice Using Stem-and-Leaf  Plots Try your own stem-and-leaf  plot with the following temperatures for June. Then, determine the median for the temperatures: 77 80 82 68 65 59 6157 50 62 61 70 69 6467 70 62 65 65 73 7687 80 82 83 79 79 7180 77 Once youve sorted the data by value and grouped them by the tens digit, put them into a graph called Temperatures. Label the left column (the stem) as Tens and the right column as Ones, then fill in the corresponding temperatures as they occur above. How to Solve to Practice Problem Now that youve had a chance to try this problem on your own, read on to see an example of the correct way to format this data set as a stem-and-leaf  plot graph. Temperatures Tens Ones 5 0 7 9 6 1 1 2 2 4 5 5 5 7 8 9 7 0 0 1 3 6 7 7 9 9 8 0 0 0 2 2 3 7 You should always begin with the lowest number, or in this case  temperature: 50. Since 50 was the lowest temperature of the month, enter a 5 in the tens column and a 0 in the ones column, then observe the data set for the next lowest temperature: 57. As before, write a 7 in the ones column to indicate that one instance of 57  occurred, then proceed to the next-lowest temperature of 59 and write a 9 in the ones column. Find all of the temperatures that were in the 60s, 70s, and 80s and write each temperatures corresponding ones value in the ones column. If youve done it correctly, it should yield a stem-and-leaf  plot graph that looks like the one in this section. To find the median, count all the days in the month, which in the case of June is 30. Divide 30 by two, yielding 15, count either up from the lowest temperature of 50 or down from the highest temperature of 87 until you get to the 15th number in the data set, which in this case is 70. This is your median value in the data set.

My Christmas Day Free Essays

string(122) " This sentence sort of came out of the blue and you didn’t mention before who Brian was or continued talking about him\." Alaysha Green Mr. Raymond Villegas ENG 1010 Jan. 31, 2011 FYI: When you are writing papers, make sure everything is evenly spaced. We will write a custom essay sample on My Christmas Day or any similar topic only for you Order Now There should only be a double space between the information and the title My Christmas Day Of 2010 As I woke up with the sun’s rays in my eyes, I hit my phone alarm clock, which since it was ringing at 10 a. m. As I walked (the way you wrote this makes it a fragmented sentence. If you add a subject and change the verb it is not fragmented) down the beige hallway, into the ocean theme bathroom. I turned on the bathroom light, and turned then the water on to wash my face. When you have the same action in the same sentence to different objects you can eliminate the second verb so it doesn’t sound so repetitive After washing my face with warm and soapy water, I took my blue face towel to dry my face off. Good, great description Finished with my face, I realized that it was Christmas morning. This is a great revelation here. I was thinking it was a typical day so I’m glad you held off saying it was Christmas till later in your paragraph. It gives that feel that we (audience) are walking up with you and when we come to our senses we realize it’s Christmas. Good job. I walked down the hallway further to my son, Tydarrius’, Cars theme room filled with a car theme. Standing next to his bed, and waking him up, he jumped out of bed, and said â€Å"Yay! It’s Christmas†. He ran to the Christmas tree to turn on the bright and shining lights. He was amazed and dazzled with all the presents in the front of him. His eyes glistened and sparkled as he took the paper off the presents. Good paragraph. There were a few ways of writing some of the sentences you wrote but otherwise it was good Scuffing off to the freshly white painted living room to watch him, open his gifts, I told him. â€Å"I hope you like your gifts, baby†. When I read your draft in lab, it needed some work. Now I like the revisions that you have made to your draft. I can see a vast improvement When he got through with gift wrappings, we threw all of the wrappings in our black gallon size trash can. Sometime later, my mom and dad came over to the house. Tydarrius opened the big red front door with double locks on it for from (is from what you are trying to say here? ) them. Tydarrius and I hugged them and said â€Å"Merry Christmas†. As they walked in the door, they pulled out two gifts with snowman wrapping. Tydarrius ran to the gifts with great excitement and with speed. Tydarrius ripped open the presents. The first present he opened was a yellow and black motorcycle with driver. His second gift was a v-tech reader book called â€Å"What That Noise†. As he played with his toys, I wandered off from the family room directly into the my apple themed kitchen. I turned on the kitchen lights and started to cook on the white gas stove, cooking breakfast for my son and me. The aroma filled the air with the smell of scrambled eggs, crispy turkey bacon, and buttery grits with cheese. Good I laid his food on the Thomas and Friends plate ware which sits in dining room. I called him to the red oak square dining room table. He ate his food with the speed of lightening. Great paragraph The time was 12:00 p. m. , when we decided to go to my Aunt Shirley’s house for a visit. The sun still shined bright as we walked outside into the cold and crisp air to get into the light blue Nissan pathfinder. As we drove, I saw a lot of people smiling, laughing, and playing with their families. Kids were playing with their Christmas toys too. As the car stopped, we arrived in front of my aunt’s house. My father parked the truck in front of white picket fence of my aunt’s house. My aunt’s house is a brick house with wild flowers growing in and out the front and back yard. It’s surrounded by a bright, white, picket fence with an open and closed gate door to enter in. We arrived at her house at 12:45 p. m. As we walked in her house, she said, â€Å"Merry Christmas to you. † She offered us to sit down on the black leather sofa, in her Jungle themed living room. This is a great paragraph. Notice I didn’t have to make any corrections. In this paragraph. Everything flowed nicely. The house was filled with the aroma of delicious and tasteful foods like The food she cooked included fried chicken, honey baked ham, fried turkey, barbecue ribs, and fried pork chops. Her sides included were organized in a row and began with rice, collard greens, baked Mac-cheese, squash, green beans, macaroni salad, and pasta salad. Her desserts included There mouth watering deserts such as banana creme pies, pumpkin pies, sweet potato pies, and chocolate cakes. After a long visit at my aunt’s house, it was finally time at eat. We said the Lord’s prayer and ate. When the feast was over, we sat around and sang Christmas songs on the red oak piano in the dinner hall. We sung sang Christmas songs such as Frosty the Snowman, Rudolph the Red Nosed Reindeer, Silent Night, and Santa Claus is Coming To Town. I don’t think these words have to be underlined because they are not a book. I think they have to be italicized or used with quotation marks. You can check in your resource book Everyone sang all the songs okay, but little Brian from next door sang off key on purpose to get attention from everybody who was singing. This sentence sort of came out of the blue and you didn’t mention before who Brian was or continued talking about him. You read "My Christmas Day" in category "Essay examples" In this situation you have to ask yourself â€Å"What is the importance for having this sentence about Brian in my story. When the singing was over, we walked back into the living room to pursue more entertaining activities. You should begin a new paragraph here since you are no longer singing. Dancing is in the same genre as singing but it is an action entirely different and you switched to another room. Back in the family room we started a dancing contest which included everyone in t he house. We started dancing to old and new hip hop party music. As soon as the music started, my shy and quiet cousin, Jada, was embarrassed about dancing in front of people. I pulled her up off of the black leather sofa. At first she was standing there like a kid who forgot their line in a school play. Good analogy She took a deep breath and danced like a video diva on a BET music video. After dancing, we sat in the den and listened to a Christmas story called, â€Å"It Was the Night Before Christmas†. Everybody sat around my Aunt Shirley, like she was Santa Claus telling the story himself. As she told the story, everyone was as quiet as a mouse. When the story ended, everyone cheered as loud as people that were in a football stadium. Great analogies in this paragraph The time was now 3:00 p. when we decided to play a board game like Sorry and Pictionary. My cousins, Jada and J. D, and I played one game of Sorry together. The game started off with me in 1st place, Jada in 2nd, and J. D in 3rd place. I had 3 pegs on the board. I was red, Jada was blue and had 2 pegs on the board, J. D. was yellow and had 3 pegs on the board. As the game came to an end, I had all my pegs expect one. It was still on the board. My cousin, Jada, had 2 more pegs to get home. My cousin, J. D, had one more to get home. I passed J. D on the game board and won the game. Good. As you write this story it seems to get easier for you to tell it and describe what’s going on. In the beginning of the story your writing seemed forced but now it’s starting to relax. The next game we played was called Pictionary. We split up into two teams. One team included my Aunt Shirley, Cousin Jada, my mother Theresa, Robin, Patricia, and me. We called our team, The Divas. The next team, Ballers, included my father Danny, Alvin, Terrance, Josh, and family friend James. After a long struggle, team Diva won the game with 10 points. Ballers lost with 7 points. Both teams played an excellent game. There is a nice flow to this paragraph. I didn’t take part in Scramble, because I was tired and needed a break. So I sat in a kitchen chair to watch and listen to the Scramble match that was going on. I watched the Scramble match between my cousins, Jada, Terrance, Larry, and family friend James. Larry won the game. Jada came in 2nd place. James in 3rd place. Terrance lost completely, with no points on the board. He was cooler than a cucumber about the loss. Another great analogy After the game playing was over, I walked from the kitchen to the living room. I sat down on the black sofa in the living room with Cousin Jada as she talked about her new boyfriend. She seemed to be very happy and her face was as bright as northern lights in the night sky. As she talked about him to me, Jada described him as tall, dark-skinned, smart, and handsome man with powerful shoulders and muscles. I was very happy for her, but felt a little envy too. This was your strongest paragraph in the essay. Good job. After my long conversation with her, I walked slowly outside next to white picket fence, where my cousin J. D was standing. J. D. began talking about his plans after high school graduation. I stood there with him, because I wanted to listen to his ideas. He turned and asked me, â€Å"What choices do I have†? I replied to him, â€Å"You can get a job, go into military, or continue your education at Virginia College like me†. Then I told him,† I am very proud of you for coming so far†. J. D thanked me for believing in him. I said, â€Å"Remember to keep up the good work†. I walked back into the living room to look at the clock. The time was now 6 p. m. You should begin a new paragraph here My family and I told everybody goodbye. We strolled outside thru the gate and jumped into the blue Nissan Pathfinder truck. My parents took Tydarrius and me back home. They told us goodbye. They jumped back into the truck and left down the black concrete street. As we walked up the seven wooden stairs and into the house, I locked the front door behind us. Then we enjoyed the rest of the evening with each other. I liked your conclusion. I think you could have re-capped the day with your family a bit more. I was having so much fun hearing about the games, singing, dancing, and eating that I forgot your day began with just you and your little boy. A conclusion should include a little of everything you mentioned in your paper. Alaysha Wow! You have come a long way from the 1st draft that I read. There were a lot of editing mistakes and sentence structure mistakes in the beginning of the essay. Please continue to look things up in the reference book (smaller one than your book) to find the answers on correct sentence structure and grammar. In order to be prepared for my job, I have to go back to the resource book often. Rules do change so it’s a never ending battle of study. Also I highlighted some phrases or words in yellow that you use repeatedly. If you describe a room or situation in one way try describing another room in another way. Thank you for your hard work. Your grade is on the next page. 95%= A / -05 points for editing in the beginning of your paper. How to cite My Christmas Day, Essay examples

Different Section of This Report Consist †My assignmenthelp.com

Question: What Is the Different Section of This Report Consist? Answer: Introduction For any organization it is important to design their websites in such a manner that it can easily provide the required information without too much effort [4]. In addition to that, it is also important to develop the site that can provide consistent user experience when viewed over the different devices with variable sizes of screen. Different section of this report consist of discussion about the pitfalls in the design of the website libertyvan.com. In addition to that, it also consist of several recommendation in order to design the web pages that are more user friendly. The webpages of the selected site does not provide any user friendly interaction due to the lack of different elements on the web page. Identification of issue1 No navigation menu on the pages For a standard and user friendly website it is important to provide a Navbar or a navigational menu on its different pages that helps the user to get back to the home page or any other page of the website. An easy and navigable web site can attract and is able to increase the time of interaction of the user with the different pages of the site. This permits a visitor more opportunity to investigate and interact with the site and find data about the organization [5]. In the event that the visitors or the users reach the site and find that it is hard to explore the required data, they might not get back to the website as the site requires extensive time to search for any information which consequently results into avoidance of the site by the users. As this website does not have any kind of navigational menu in order to help the users to get back to the home page thus, the site makes it hard for the users to get the desired results easily from the different pages. In addition to this, it is fund that there is no search option on the webpage of that may help the users to get the required data. Identification of issue2 Inefficient use of color scheme, typography and page layout One of the most critical visual element of any website is its content, which ought to dependably be clear, effectively lucid, and not bring about any eye strain for its readers i.e. the visitors [3]. Very generally, sites utilize texts that are too bright or too little to be read by the visitors. It is important to pick textual styles that have contrast with its background, or utilize text styles that are unpleasant for reading. When in doubt, the sites ought to abstain from utilizing dark or other dim colors for the site's background. The visitors read can read content in dark colors on white background quicker and simpler than light content on dim background. Different researches have demonstrated that individuals read content with dark colors on a white background website significantly quicker and more effectively than content with other colors on a dark background [6]. White, yellow, and light-colored content is just too bright and glaring to peruse effectively on any kind of screen. While investing the site libertyvan.com, we found that the site is using bright blue color as the back ground of the site on which the texts are written in white, red and blue color that causes strain on the readers eyes. In addition to that, the intensity of the colors of the texts clashes with the subtle colors of the used photographic image. This in turn makes the used colors seem dull while compared to the environment. In addition to that, the textual content of the page overlaps with the given photographs that results in decreased readability of the content on the page and it also have adverse impact in the layout of the web page too. Identification of issue3 Slow loading speed of the web pages This website was not served using GZIP encoding. GZIP compression is widely supported and reduces the load time of a web page [4]. This leads to the loss of patience of the users as they do not want to wait too much for the loading of the content on the web page Recommendations After analyzing the design of the website it is found that if the following recommendations are applied to the pages of this website then it can easily become a user friendly website that makes its users comfortable and provides the desired information in fewer steps. Use of navigating bar: The site must provide a navigational menu or navigation bar that provides the users of the site to reach out any page of the web site at any point of time. Proper use of color scheme: Use of dim colors for back ground and bright colors for the content text. This will enable the users to easily read the content and understand the objective of the organization through the web page [2]. In addition to that the web page should use different intense colors in order to attract the users eye on any kind of special information on the site. Use of GZIP encoding: Due to the faulty structure and not using the GZIP encoding the pages of this site takes too much time to load on the browsers. Therefore it is suggested to use the GZIP encoding for the contents of the webpages. Conclusion The good design and consistent layout of the web pages can be very useful to acquire new visitors and retain them while providing the required information in lesser amount of effort. As the technology is changing exponentially every day,visitors try to get everything faster. Thus the features like Navigation bars withconcise and clear categoriesallow users to rapidly and easily access information aboutthe organization or the information they require. References [1]K. Al-Qeisi, C. Dennis, E. Alamanos and C. Jayawardhena, "Website design quality and usage behavior: Unified Theory of Acceptance and Use of Technology",Journal of Business Research, vol. 67, no. 11, pp. 2282-2290, 2014. [2]J. Kim, "Web Accessibility-based Website Design and Realization - With focus on T-Cast-Integrated Website",KOREA SCIENCE ART FORUM, vol. 15, p. 167, 2014. [3]Y. AkgL and K. Vatansever, "Web Content Accessibility of Municipal Web Sites in Turkey",Journal of Advances in Information Technology, vol. 7, no. 1, pp. 43-48, 2016. [4]P. Lorca, J. de Andrs and A. Martnez, "Does Web accessibility differ among banks?",World Wide Web, vol. 19, no. 3, pp. 351-373, 2015. [5]R. Yu, "Design and Realization of the Personalized Data in Tourism Business Website",Applied Mechanics and Materials, vol. 556-562, pp. 5780-5782, 2014. [6]B. Hu, "Applications of Interaction Design on the Website Interface Design",Advanced Materials Research, vol. 468-471, pp. 378-381, 2012.

Companies and Securities Law Assignment Essay Example

Companies and Securities Law Assignment Essay Companies and Securities Law Assignment Venture Pty Ltd, which uses the Replaceable Rules for its Constitution, is a small proprietary company originally. As it is growing fast, the shareholders are all on the Board and they all have a number of complicated transactions with the company. Many of them are suppliers to the Company and most of them have loans or finance of some sort with the Company. The business is growing so fast that the original type and structure of the company may hinder the further development of the company’s business. So the existing shareholders want to expand and to do this they want to float the business as a Public listed company. Introduction: This report will discuss the process for Venture of changing the company type from a proprietary company to a public company and also make an investigation into the steps for it to becoming a publically listing company. What’s more, the discussion also focus on any constitutional matters that need to be dealt with when listing, any corporate governance practices that need to be adopted when becoming listed company, any main listing requirements provided in the ASX Listing Rules and Corporations Act with which need to be comply, and any disclosure obligations for Venture when involving in IPO and after becoming a publicly listing company. ASX:The ASX operates a market for equity and  debt securities  issued by listed companies. We will write a custom essay sample on Companies and Securities Law Assignment specifically for you for only $16.38 $13.9/page Order now We will write a custom essay sample on Companies and Securities Law Assignment specifically for you FOR ONLY $16.38 $13.9/page Hire Writer We will write a custom essay sample on Companies and Securities Law Assignment specifically for you FOR ONLY $16.38 $13.9/page Hire Writer To protect the integrity of that market, ASX has standards for the behavior of listed  companies through its Listing Rules. The Issuers business unit makes day-to-day decisions about the application of the ASX Listing Rules. Guidance notes are also published to assist listed  companies and their advisers to understand how certain listing rules and procedures operate. 1 The process of changing the Company and getting listed The g shareholders of Venture Pty Ltd seek to change Venture to a public listed company for reasons, the principal one usually being to enable it to undertake public capital-raising to expand its business. The steps and processes for Venture Pty Ltd to change from a â€Å"proprietary† to â€Å"public† company involve the followings steps which are Board Meeting, EGM Documents, Timing, Extraordinary General Meeting, Change of Type and ASIC. And after becoming a public company, the shareholders of Venture want to have the company get listed on ASX to become a publicly listed company in Australia. A, The process of changing the company 1. Board Meeting Board meetings are held so members of a board of directors can make decisions regarding the direction of a company. Often board meetings must be held publicly, though frequently only the board members attend. Board members vote on decisions regarding the company and there normally must be a quorum in order for the meeting to be considered legal. A quorum, unless otherwise defined by the board represents at least half of the board members. During board meetings, the secretary records all discussion and actions taken by the board, called the minutes. The secretary will then type up the minutes, which usually must be filed and kept in case there is any government investigation of the board at a later date. Minutes also may need to be presented to the public should there be a request for such from the public. The Board also needs to decide whether a new Constitution is necessary. Often a new â€Å"public company† specific Constitution is appropriate although the existing Replaceable Rules used as Constitution of the Venture will usually suffice (subject to any Corporations Act provisions for public companies then over-riding any conflicting articles of the Constitution). 2. EGM Documents Including the EGM Notice, Explanatory Memorandum, Proxy Form and Letter to Shareholders are finalized, printed and dispatched. If a new Constitution is proposed shareholders would usually be advised in the EM or Letter that it is available in need (by hard copy or by email) or posted on the Company’s website, rather than mail it to all shareholders. 3. Timing A minimum 21 days’ clear advance notification1 is necessary for the EGM subject to the Company’s Constitution, including Notice posting/delivery days. So normally say a minimum 4 weeks to be on the safe side. 4. Extraordinary General Meeting Extraordinary General Meetings are important company procedures. It is crucial that they are conducted with utmost precision so you comply with the law. An extraordinary general meeting (EGM) of a company is a general meeting of all members of a company (this usually means shareholders), an EGM gives shareholders a chance to vote on important decisions. An EGM may be called at any time. A resolution in favour of a change to â€Å"public† company type requires the passing of a â€Å"special resolution†, that is, the consent of 75% of shareholders present in person and/or by proxy2 (subject to any contrary wording in the existing Constitution not in conflict with the Corporations Act). , Change of Type With the change to a public listed company a number of matters must be dealt with or have effect, etc. In particular: †¢ By no later than the effective date (which will be known in advance because of the gazettal period), the Venture must have a minimum three Directors3 and a Company Secretary4. Note: for a public company at least 2 of the Directors and the Company Secretary must be Australian residents. †¢ Directors appointed need to be more conscious of the Corporations Act sections covering ‘related party interests’, particularly in relation to voting restrictions5 and difficulties that could arise with ‘related party benefits’6, for the reasons that the previous board of directors of the Venture Pty Ltd, that is, the old form of the company all have a number of complicated transactions with the company. †¢ The Company must clearly display a notice showing â€Å"Registered Office of the Company†7. And all stationery, check book, written references to the Company, use of Company name and etc. must indicate its new type. Within 1 month of the effective date an Auditor must be appointed, although his written consent must first be obtained. Such appointment must be ratified at the next AGM8. †¢ Annual Accounts must be audited and lodged with ASIC by 31 October each year (as well, if the Company becomes a Disclosing Entity, it must lodge audit-re viewed half-yearly accounts) and must be sent to shareholders (usually as part of an Annual Report) by 31 October. †¢ An AGM must be held by 30 November9. 6, ASIC The  Australian Securities Investments Commission  (ASIC) is an independent  Australian government  body that acts as  Australias corporate regulator. ASICs role is to enforce and regulate company and financial services laws to protect Australian consumers, investors and creditors. To change company’s type, the Venture must lodge application Forms 205 206 with ASIC after the EGM10. The application must be accompanied by the following11: †¢ A copy of the special resolution that resolves to change the type of the company, specifies the new type and the companys new name (if a change of name is necessary); and any other special resolution passed in connection with the change of type; †¢ A consolidated copy of the companys new constitution (if any) as at the date of lodgment; Then follows the â€Å"gazettal period†, that is, one month after publication4 (which may not be until up to a couple of weeks after lodging the Forms) of the Company’s intention to change type in the Commonwealth Government Gazette. After the one month date, if there have been no objections (e. g. by creditors), ASIC issues a new â€Å"Certificate of Registration on Conversion to a Public Company†. This is the date the change takes effect. B, The process of getting listed Before introducing the process necessary to getting listed, it’s better to get a deep knowledge about the listing. . Listing Listing means admission of securities to dealings on a recognised stock exchange. The securities may be of any public limited company, Central or State Government, quasi governmental and other financial institutions/corporations, municipalities, etc. Listing is the process of taking a privately-owned organisation and making the transition to a publicly-owned entity whose shares can be traded on the Australian stock exchange. For example, a company is said to be â€Å"listed†, â€Å"quoted† or â€Å"have a listing† if its shares can be traded on ASX for public trading. The objectives of listing are mainly to : †¢ provide liquidity to securities; †¢ mobilize savings for economic development; †¢ protect interest of investors by ensuring full disclosures. To be more accurate, it is the securities that are listed, not the company. The phrase â€Å"listed company† is widely used to mean a company that has listed  ordinary shares. It is possible (although not common) for a company to have listed  debt securities  but not listed shares. Listing in more than one market is possible through  secondary listings, or through the more complex approach of  dual listing. The ability to have its shares traded on a stock exchange is central to an organisations decision to list. The fundamental role of a stock exchange is to bring together in one market place providers of capital and organisations that require capital. ASX undertakes this role in Australia and as such, acts as a hub at the centre of the Australian economy. Providers of capital earn a return on their investments through dividends and capital growth, thereby increasing the overall wealth of the nation, while the organisations in which they invest provide jobs and drive the economic development of Australia. . The benefits of listing A companys reasons for deciding to publicly list on the stock exchange often include the ability to get access to the capital markets for financial expansion and acquisitions. They usually have invested many years of plowing back profits and guaranteeing borrowings and rather than sell out, they wish to remain with the company and be part of its future growth. There are many advantages that accrue to companies that attain a public listing of their shares. Some of the key considerations and benefits are:    § Creating a market for the companys shares; Enhancing the status and financial standing of the company;    § Increasing public awareness and public interest in the company and its products;    § Providing the company with an opportunity to implement share option schemes for their employees;    § Accessing to additional fund raising in the future by means of new issues of shares or other securities;    § Facilitating acquisition opportunities by use of the companys shares; and    § Offering existing shareholders a ready means of realising their investments. . Process of getting listed12 STEP 1: Appoint and consult with advisers Underwriters, stockbrokers, Corporate Advisers, Accountants, Lawyers, Experts. STEP 2: Making notice to ASX Preliminary stages—guidance on general IPO process. That is, ASX welcome s the opportunity to find out more about the company’s business and to help it with general guidance on the listing process and to advise it on ASX’s role in that process. Advanced stages—guidance on ASX Listing Rules. That is, at these stages, ASX provide the company with insight into the listing process, regulatory issues, structural issues and organisation constitutional issues that the company need to be aware of before listing and answer queries regarding the ASX Listing Rules and general business issues including: †¢ Constitution documents †¢ Whether ASX would be likely to treat any securities as restricted and apply escrow provisions †¢ Related Party transactions †¢ Employee incentive schemes †¢ Management agreements †¢ Listing timetables, and †¢ Meeting initial and ongoing Listing Rule obligations generally. STEP 3: Preparation of Prospectus and Due Diligence The due diligence process is integral to the preparation of the prospectus and allows all parties concerned to satisfy themselves of their legal responsibilities, the structure of the transaction, and the content of the prospectus. A Due Diligence Committee is usually established to conduct this process. The process involves an all encompassing examination of your company and detailed verification of the information disclosed in the prospectus carried out by key participants in the IPO process, such as Management, Company directors, appointed advisers and underwriters. Importantly, the due diligence process also provides a statutory defence against potential liability under the Corporations Act in certain circumstances. STEP 4: Lodge prospectus The prospectus is lodged with ASIC once approved by the company’s board. After lodgment with ASIC, a company cannot accept subscriptions under a prospectus for a period of 7 days. This period can be extended by ASIC to 14 days during which time ASIC can require amendments to be made to the document. STEP 5: Apply to list Having prepared and lodged your prospectus with ASIC, you are now able to submit your listing application to ASX. The application form is contained in Appendix 1A of the ASX Listing Rules and must be received by ASX with the relevant admission fees within seven days of lodging your prospectus with ASIC. ASX will review your application and Prospectus to ensure that it satisfies ASX’s Listing Rules. Listing application must be lodged within 7 days of lodging your prospectus with ASIC. STEP 6: IPO period Average of 6 to 8 weeks Once the prospectus has been lodged with ASIC, the company announces the opening of the offer. Moreover it is common for companies to conduct roadshows to present their investment credentials to institutional investors. These can assist in achieving substantial share purchase commitments in advance. STEP 7: Admission to ASX official list Subject to conditions including completion of capital-raising. STEP 8: Commence trading Official quotation of the Company’s securities Once ASX has considered a company’s listing application, the company will be advised in writing of the outcome. This will be in the form of a decision containing the conditions that need to be satisfied before the company is admitted to the official list (such as closing the offer, raising the minimum subscription amount, allotting and issuing securities and having sufficient shareholder spread), and the conditions that must be fulfilled before quotation can commence (such as despatch of holding statements, return of any refund money and provision of a shareholder distribution schedule and a statement setting out the names of the top 20 holders). Quotation will normally commence on the third business day following despatch of holding statements to shareholders. Your shares will be quoted on ASX’s integrated trading system. 2 Constitutional matters which need to be addressed According to Corporations Act, after changing to a public company, Venture is required to have its own Constitution13, rather than using the Replaceable Rules as its Constitution when it gets ready for listing on the ASX. Also in order to comply with ASX Listing Rules, the company is requested to alter its original Constitution by completing a specified checklist and submitting it accompanying with its amended Constitution to ASX. The purpose of the checklist is to assist when revising their constitution or adopting a new one to ensure that it complies with the listing rules. It is also to assist ASX in reviewing documents related to the changes in a timely manner. Reference to ASX Listing rules: Appendix 1A, and download the â€Å"Checklist for Constitutions of listed entities† at ASX. com. au) 3 The corporate governance practices need to be adopted For all listed companies in Australia, there is an Australian Stock Exchange Limited (ASX) Listing Rule requiring the inclusion, in the Companys annual report14, of a statement of the main Corporate Governance practices that have been applied during the reporting period. In March 2003 the ASX issued its Corporate Governance Council’s best practice recommendations. Later on the second Edition Corporate Governance Guidelines—the Corporate Governance Principles and Recommendations, was released in August 2007. On 30 June 2010, the ASX Corporate Governance Council released amendments to the 2nd edition of the Corporate Governance Principles and Recommendations in relation to diversity, remuneration, trading policies and briefings, which will apply to listed entities from 1 January 2011. Assume that the Venture apply for getting listed after 1 Jan 2011, the Amendments to 2nd edition will apply to it. The Board of Directors of Venture has to make a decision about the recommendations and principles which it endorses and will adopt therein as the basis for the Board Charter on Corporate Governance. Also the Venture is required to set out the relevant disclosure in a separate corporate governance statement in its annual report. The statement should outline the main Corporate Governance policies that have been applied throughout its financial year. Here, we could roughly introduce the corporation governance practices available to Venture for setting out its own Corporate Governance policies according to the â€Å"The Corporate Governance Principles and Recommendations† 15. †¢ Principle 1 – Lay solid foundations for management and oversight—Companies should establish and disclose the respective roles and responsibilities of board and management. †¢ Principle 2 Structure the board to add value—Companies should have a board of an effective composition, size and commitment to adequately discharge its responsibilities and duties. Principle 3 Promote ethical and responsible decision-making—Companies should actively promote ethical and responsible decision-making. †¢ Principle 4 Safeguard integrity in financial reporting—Companies should have a structure to independently verify and safeguard the integrity of their financial reporting. †¢ Principle 5 Make timely and bala nced disclosure—Companies should promote timely and balanced disclosure of all material matters concerning the company. Principle 6 Respect the rights of shareholders—Companies should respect the rights of shareholders and facilitate the effective exercise of those rights. †¢ Principle 7- Recognise and manage risk—Companies should establish a sound system of risk oversight and management and internal control. †¢ Principle 8- Remunerate fairly and responsibly—Companies should ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to performance is clear. What’s more the Corporations Act requires particular information to be included in the directors’ report; the company has the discretion to include a cross-reference to the relevant information in the corporate governance section of the annual report rather than duplicating the information. For more general information, there are requirements to make this information publicly available, ideally on the company website. 4 What are the main listing requirements that need to be followed? Venture must also meet specific requirements set out in the ASX listing rules in order to be eligible to list. These requirements include a set of minimum admission criteria, including structure, size and number of shareholders. The following table summarizes some of the key criteria Venture will need to meet to be eligible for listing16: |Criterion 1 |The entity’s structure and operations must be appropriate for a listed entity. | |Criterion 2 |The entity must have a constitution and | |Criterion 3 |The entity’s constitution must be consistent with the listing rules. |Criterion 4 |A prospectus or Product Disclosure Statement must be issued and lodged with ASIC. | |Criterion 5 |The entity must apply for and be granted permission for quotation of all the securities in its main class | | |of securities. | |Criterion 6 |An entity must satisfy either (a) or (b). | | |(a) There must be at least 500 holders each having a parcel of the main class of securities with a value | | |of at least $2,000. | | |(b) Both of the following are satisfied. | |There must be at least 400 holders each having a parcel of the main class of securities with a value of at| | |least $2,000; | | |Persons who are not related parties of the entity must hold that number of securities in the main class, | | |excluding restricted securities, which is not less than 25% of the total number of securities in that | | |class. |Criterion 7 |The entity must satisfy either the profit test in rule 1. 2 or the assets test in rule 1. 3. | |Profits test17 | | |To be eligible for admission by meeting the profits test, each of the following must be satisfied (in | | |addition to various other threshold requirements): | | |the entity must be a going concern; | | |the entitys main business activity must have been the same for the last three years; | | |three years of audited accounts must be provided to the ASX; and | | |the entitys aggregated profit from the last 3 full financial years must have been at least $1 million and| | |at least $400,000 net profit over last 12 months. | | |Assets test18 | | |In th e case of entities that are not investment entities, the assets test outlined chapter 1 provides that| | |the entity involved must at the time of admission: | | |have a market capitalisation of $ 10 Million; or | | |have net tangible assets of $ 2 Million after the costs of fundraising. | |And | | |less than half of the entities assets must be in cash (or in forms readily converted to cash); or | | |half or more of the entities total tangible assets (after fund raising) are in cash, and the entity has | | |commitments to spend half of its cash consistent with its statement of business objectives that it must | | |provide to the ASX; | | |And | | |the entitys prospectus, product disclosure statement or information memorandum must include a statement | | |that it has enough working capital to carry out its stated objectives; or | | |the entity must have at least $1. 5 Million in working capital. | | |In addition | | |providing the ASX with 3 years of audited accounts and reports that are available. | |If the accounts have not been audited, the ASX must be notified; and | | |A proforma balance sheet, together with a review by a Registered Company Auditor. | |Criterion 8 |The entity must appoint a person to be responsible for communication with ASX in relation to listing rule | | |matters. | |Criterion 9 |The entity must provide a statement disclosing the extent to which the entity will follow, as at the date | | |of its admission to the official list, the recommendations set by the ASX Corporate Governance Council. If| | |the entity does not intend to follow all the recommendations on its admission to the official list, the | | |entity must identify the recommendations that will not be followed and give reasons for not following | | |them. | | |An entity which will be included in the SP All Ordinaries Index on admission to the official list must | | |have an audit committee. If the entity will be in the SP, or ASX 300 Index on admission to the official | | |list, it must also comply with the best practice recommendations set by the ASX Corporate Governance | | |Council in relation to composition, operation and responsibility of the audit committee. | |Criterion 10 |The entity must have a trading policy that complies with ASX listing rule 12. 9. |Criterion 11 |The entity seeking admission to the official list and quotation of securities must pay the fees set and | | |published by ASX. It must do so when and in the manner that ASX specifies. | 5 The disclosure obligations during the fundraising p eriod and after while the company is operating Continuous Disclosure—ASX Listing Rule19 imposes a general obligation on listed companies to disclose material information as well as requiring the release of specific information. The general disclosure obligation requires companies to immediately release to the market any information which a reasonable person would expect to have a material effect on the price or value of its shares. There are some specific exceptions (â€Å"carve out† provisions) with regard to providing confidential information. ASX may also require a company to provide information for release to the market in order to correct or prevent a false market. As a guide, a false market is a market trading on incorrect or incomplete information, regardless of the source of the information. ASX has developed an innovative method for companies to make announcements to the market via a secure and dedicated extranet called ASX Online, Venture can electronically lodge your announcements in either free text or template format. In order to ensure the company complies with its obligation of timely disclosure of such information, Venture must adhere to the following practices: Venture must disclose price sensitive information to the ASX firstly as soon as it becomes aware of the information; and all information disclosed to ASX is promptly placed on the company’s website following receipt of conf irmation from ASX. †¢ Venture must ensure that the information is not false, misleading or deceptive so as to avoid creating what would constitute a false market; and †¢ Venture must ensure that the information is disclosed clearly (expressed objectively), accurately and is complete20. Puffery, imprecise or confusing language such as â€Å"double digit†21growth must be avoided. Periodic Disclosure—in addition to continuous disclosure obligations, ASX listed companies are required to submit certain reports at regular intervals: Half Yearly Reports; Preliminary Final Reports; Annual Reports; and Quarterly activities and cash flow reports (certain companies only). Periodic disclosure is made to ASX’s company announcements office. And also ASX requires an annual report to be sent to holders of ordinary securities and preference securities. The annual report must contain the additional information22, for example: †¢ A statement disclosing the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. †¢ The names of substantial holders in the entity, and the number of equity securities to which each substantial holder and the substantial holder’s associates have a relevant interest, as disclosed in substantial holding notices given to the entity. The number of holders of each class of equity securities. †¢ The voting rights attaching to each class of equity securities. †¢ A distribution schedule of the number of holders in each class of equity securities †¢ The name of the entity’s secretary. †¢ The address and telephone n umber of the entity’s registered office in Australia; and of its principal administrative office, if the two are different. †¢ A review of operations and activities for the reporting period. †¢ Whether there is a current on-market buy-back. CONCLUSION Becoming a public company listed on ASX means much more than just complying with the stringent requirements of issuing a prospectus. The general law and specific statutory and regulatory provisions impose continuing duties and requirements on public listed companies and their subsidiaries which differ from those imposed on private companies. To be a public listed company is an excellent approach for Venture to expanding its scale of business and increasing its capital in order to achieve the shareholders’ great ambitions. However, being publically listed is not a walkaway, or breeze for Venture. In the way of transferring, Venture has to make a spectrum of changes in its organizational structure, constitutional matters, business structure etc. to meet the standards of relevant rules and regulations, which will cost them a huge of manpower, materials resources and funds. And also after the transferring, Venture has to follow more stringent operating criteria and disclosure rules according to ASX Listing Rules and Corporations Act. Anyway getting publicly listed will make Venture obtain more benefits than detriments and losses and will improve its corporate image and profile, which lets Venture have more opportunity to get access to more economic benefits and regulates it to be a responsible corporate citizen for the whole public.

Strategic Management and Successful It

Strategic Management and Successful It Strategic Management and Successful It-related Change Essay Topical Study Guide for Exam 1 To help focus your efforts in preparing for Exam 1, you may find the following list of topics useful in your review of Chapters 1 & 2. 1. An understanding of the general concept of information technology in business, including the meaning of, and the relationship among, the following: a. Information systems b. Function IT, network IT, and Enterprise IT c. Examples of the each of the three categories/types of IT 2. Understanding the three roles of managers relating to information technology in business, including: a. Identifying appropriate IT opportunities i. The magnitude of IT investment ii. The relationship of IT investment to business needs, objectives, goals and strategies iii. The basis of true productivity gain and sustainable competitive advantage iv. The importance of top-down imposition of technology standards in support of successful development and implementations of enterprise IT b. Smoothing the introduction and adoption of IT i. Identify, describe, and distinguish two theories of change management and technology acceptance ii. Organizational complements necessary for successful IT-related change, and there relevance to the adoption and implementation of function IT, network IT and enterprise IT c. Ensuring the mitigation of IT Risks i. ITs of IT risks 3. Basic concepts of strategic planning, including: a. Overall process of