The Best Alaskan Salmon in Ohio

The Best Alaskan Salmon in Ohio David Johnson DeVry University The Best Alaskan Salmon in Ohio If I said it was possible to have fresh, never frozen, Alaskan salmon delivered anywhere in the United States within two days of the fish being caught, people might call me crazy. I know I would but that is exactly what I found being advertised when I began searching for online retailers of Alaskan salmon. I have been enjoying salmon for a long time and living in central Ohio has forced me to try many avenues for the best salmon I could find.My choices were often limited to whatever stock of salmon was available at local retail locations that were often previously frozen. What I needed was a service that offered me a wide variety of wild, fresh salmon and Great-Alaska-Seafood exceeded my expectations with the best tasting salmon I have ever had. The first thing I look for when I buy salmon is quality and to me that means wild-caught, not farm raised salmon. The problem here is the vast majo rity of salmon sold in stores is sold as being â€Å"wild† from the Atlantic Ocean but this is not completely true.The trick here is fisheries are allowed to market their salmon as â€Å"wild† as long as the fish is allowed to swim in the Atlantic Ocean. However, they are still being fed processed food pellets. The main difference between wild and farm raised is their diet, which affects the overall quality of the fish. There are even health considerations that should be taken if farm raised fish is frequently consumed. Wild salmon from Alaska are considered by many as the best source of quality salmon available.Since this fishery was based out of Alaska I had some confidence I would be paying for the best salmon out there and they delivered on their promise. The freshness of the fish was also a big concern when I began to entertain the idea of making an order for salmon online. Locally I am often left to pick from Alaskan salmon filets that were previously frozen for transportation to Ohio, on the other hand, the first thing I noticed was this company offered free overnight shipping with a minimum purchase that was in my price range. This almost seemed too good to be true.Amongst many other online retailers I could not find a single competitor offering this service. With their service offering free overnight shipping with special packaging that involves dry-ice, I was able to purchase a fresh, never frozen, salmon. When I received my first order I was almost stunned that I could have an Alaskan salmon, just caught a day or two before, delivered to my door. This exceeded my expectations largely because I would have never thought it was possible. As much as I love salmon, everything must be taken in moderation. Eating the exact same type of salmon every week might get boring fast.So, I also needed a good amount of variety available to purchase amongst the different salmon species native to Alaska. The main types between salmon are â€Å"whiteâ₠¬  and â€Å"red† flesh and they taste distinctly different. When parlayed with the different locations and diets of the Alaskan salmon species, this allows for a lot of different ways to prepare and cook the fish. This is very important to me and I was very happy to see this company offered 8 different species of salmon. To add even more variety the company offers over 10 different smoking methods that add incredible flavor to the fish.All of which I have tried and taste phenomenal, including a variety of other seafood items they sell ranging from colossal crab legs to prawns that weigh one pound each. When I began my search for a new source of salmon I figured I would not have much luck living in Ohio. What I found was a company offering one of the best online services I have ever seen. The free overnight shipping plus the large variety of fresh salmon was exactly what I was looking for. I did a vast amount of research on multiple retailers that sell salmon and other seafo od online and what I found is, for us salmon lovers far from the ocean, this is best option available.

Corporate Personality Essay Example

Corporate Personality Essay Example Corporate Personality Essay Corporate Personality Essay CHAPTER 3 EXAM RELEVANCE This is a fundamental topic of company law. It is asked on virtually every exam paper in some form. It is most commonly asked as an essay question on either the principle of separate corporate personality or the circumstances in which the veil of incorporation will be lifted. It also forms a significant part of an answer to an essay question on the consequences of incorporation (see chapter 2). As is evident from the exam grid, it has been on every paper since April 2003 with the exception of two. INTRODUCTION [3-1] Upon incorporation, a company becomes a separate legal entity, distinct from its members. Thus it acquires rights, obligations and duties which are different and distinct from those of its members. Assets, debts, and obligations all belong to the company and not the members. This is the corporate personality used by the company to conduct its business. THE SALOMON VEIL [3-2] The seminal case which established the concept of the registered company having a corporate personality is Salomon v Salomon company (1897) 1.Facts [3-3] Mr Salomon ran a successful leather business as a sole trader. He then set up a company with 20,007 shares, of which he held 20,001 shares and his wife and five children one each. He sold the business to the company for ? 38,782. The company was to pay him 20,000 fully paid-up 1 shares and 8,782 in cash. [3-4] The balance ? 10,0000 remained payable to Mr Salomon. He secured the payment of this debt when the company issued 100 debentures (loans) at ? 100. Each loan was secured by the creation of a floating charge in favour of Mr Salomon in the sum of ? 10,000 covering all the assets of the company. [3-5] Company law was at all times observed. There were seven members of the company, but Mr Salomon held all of the shares except six (held by his wife and five children). Thus he was the majority shareholder and the main creditor (owed ? 10,000 under the debentures) when the company was wound up. The Issue [3-6] The question for the court to decide was whether his secured de bt of ? 10,000 should take precedence over unsecured creditors who were owed approx. ?11,000 having regard to the fact that company law gives precedence to the payment of secured debts when a company is wound up. The unsecured creditors would receive nothing if Mr Salomon won. 1 [1897] A. C. 22.  © Griffith College Professional Law School 2011-2012 41 The Argument [3-7] The liquidator argued that the sole purpose of transferring the business to the company was to use it as an agent for himself and accordingly he should, as principle, indemnify the company against the debts of unsecured creditors. Court of First Instance [3-8] At first instance, the liquidator’s view was accepted and it was held that the creditors should be paid by Mr Salomon. The decisions were rooted in notions that the company was his nominee or agent. Court of Appeal [3-9] The Court of Appeal held that the creditors should be paid by Mr Salomon. This was because he had abused the privileges of incorporation and limited liability provided by the Companies Acts. These should only be enjoyed by â€Å"independent bona fide shareholders† who had a mind and will of their own and were not â€Å"mere puppets† of the individual who carried on his business in the same way as before, when he was a sole trader. House of Lords [3-10] In the House of Lords, however, this view was unanimously rejected and the cornerstone of modern company law was put in place. It was held that the company was a separate legal entity and separate from its members. All that company law required was that there be seven subscribers to the memorandum, each holding at least one share and nothing was mentioned about independence. As the company was validly incorporated the debts are debts of the company and not of the members. As Halsbury L. J. tated: â€Å"the business belonged to [the company] and not Mr Salomon. † McNaughten L. J. stated: â€Å"The company is at law a different person altogether from the subscribers to the memorandum and, though it may be that after incorporation the business is precisely the same as it was before, and the same persons are managers, and the same hands receive the profits, the company is not at law the agent of the subscribers or a trustee for them. Nor are the subscribers as members liable, in any shape or form except to the extent and manner provided in the Act. [3-11] As Lindley L. J. had held in Farrar v Farrar’s Limited (1888)2: â€Å"A sale by a person to a corporation of which he is a member is not, either in form or in substance, a sale by a person to himself. † The Result [3-12] A legal person could be created through the observance of the Companies Acts regardless of the fact that there is only one person involved. Priority was therefore g iven to Mr Salomon’s debentures. The Fall-Out [3-13] The Salomon principle is known as the veil of incorporation. The law will not go behind the separate personality of the company to get at members, except in certain exceptional situations which will be dealt with later. 2 (1888) 40 Ch D 395. 42  © Griffith College Professional Law School 2011-2012 ? KEY POINT The principle of separate corporate personality means that a company exists as a separate legal entity. Separate to its members and separate to its directors. THE VEIL AT WORK [3-14] In the Macaura v Northern Assurance Company (1925)3 case, this principle was followed. The plaintiff sold all the timber on his estate to a company in exchange for the whole of the company share capital. The timber was insured in the plaintiff’s own name. It was then destroyed by fire and the insurance company refused to pay on the basis that the plaintiff had no insurable interest in the timber as it was owned entirely by the company. The court applied the Salomon principle and found in favour of the defendant as the timber belonged to the company, and it had failed to insure its (the company’s) interest in the timber. [3-15] This case clarifies that the company owns the property and holds it in its own right. A shareholder does not therefore have any proprietary rights in the company’s assets. Although a shareholder has no insurable interest in the company property, he can cover him/herself against loss by the company by insuring his shares (rather than the company’s assets) against a drop in their value. It is the shares and not the company’s assets in which he has any legal or equitable interest. 3-16] Where compensation is payable in respect of a loss suffered by the company, the shareholders have no right to payment as the loss is the loss of the company. In O’Neill v Ryan (1993),4 the plaintiff alleged that breaches in competition law by the four defendants had caused a diminution in the value of his shares in the second-named defendants, Ryanair Limited. The Supreme Court held that actions by four of the defendant companies did not entitle a shareholder to sue on the basis that the actions of the companies had reduced the value of his shares because this action did not cause personal loss to plaintiff as shareholder. It was held that: ‘such a loss is merely a reflection of the loss suffered by the company. The shareholder does not suffer any personal loss’. [3-17] Blayney J. based his holding on a decision of the English Court of Appeal in Prudential Assurance company Ltd. v Newman Industries Ltd. (No. 2) (1982)5 wherein it was stated that: â€Å"the plaintiff’s shares are merely a right of participation in the company on the terms of the articles of association. The shares themselves, his [P] right of participation, are not directly affected by the wrongdoing. The plaintiff still holds all the shares as his own absolutely unencumbered property. † [3-18] This line of reasoning was recently affirmed in Stein v Blake (1998). 6 Here the plaintiff and defendant were 50/50 shareholders in a group of companies. The plaintiff claimed that the defendant, in breach of his fiduciary duties, had caused assets of the company to be sold at an undervalue. The plaintiff claimed that this action had deprived him of the ability to sell his shares at their fair value and this had caused him personal loss. When faced with the argument that the proper plaintiff was the company itself, the plaintiff sought to rely on the decision of Heron International Ltd v Lord Grade (1983)7 where, as a result of a breach of a fiduciary duty to the shareholders, the directors had induced the shareholders to sell their shares at an undervalue to a prospective takeover bidder, and for which the shareholders could take personal actions. Millet L. J. distinguished the Heron case from the situation before him. He observed that in that case no wrong had been done to the company as the company’s assets were not affected by the fact that the shares were sold at an undervalue. However, the circumstances in this case (1925) A. C 619. (1993) I. L. R. M. 557. 5 (1982) Ch 204. 6 [1998] 1 All E. R. 724. 7 [1983] BCLC 244. 3 4  © Griffith College Professional Law School 2011-2012   43 were entirely different, in that here the plaintiff was claiming that he had suffered a loss by reason of a misappropriation of the company’s assets. The plaintiff’s loss was merely a reflection of the company’s loss and would be fully compensated by restitution to the company of the misappropriated assets. Therefore the proper plaintiff in these proceedings was the company itself. KEY POINT A drop in the value of the shares of a company is a loss suffered by the company. Any consequential loss to any individual shareholder is simply a reflection of the company’s loss. [3-19] The doctrine can also work in favour of the shareholder as in Lee v Lee’s Air Farming Company Ltd (1961)8 the plaintiff owned all but one share in the defendant company. Thus, the defendant was a de facto single-person company as in the Salomon sense. He was also employed by the company and was the â€Å"driving force† of the company. The case related to his widow attempting to receive employee benefits after Mr Lee was killed. It was held that entrepreneurs can participate in employee benefits by incorporating their business and then becoming employees. The Salomon principle was applied and it was held that the company was a separate legal entity and he was an employee of that legal entity. She was entitled to recover. [3-20] The principal has however been used by the company to avoid obligations as in Roundabout Limited v Beirne (1959)9 which concerned a limited company owning and running a pub. All the staff then joined a trade union at the same time. The controllers of the company were unwilling to employ unionised staff, and the company closed the pub and dismissed all of the staff. The union legally picketed the pub. The controllers of t he company then set up another company, being the plaintiff company herein, and leased the public house from the first company to it. Its barmen were non-union and were directors and therefore had no employees. The new company could not be classed as an employer and therefore could not be subject to a trade dispute under the laws of the time. The new company then sought an injunction restraining the strikers. Dixon J. granted the injunction and stated that: â€Å"the new company is in law a distinct entity, as is the old company. Each company is what is known as a legal person. I have to regard the two companies as distinct in the same way as I would regard two distinct individuals. I must, therefore, proceed on the basis that a new and different person is now in occupation of the premises and carrying on business there. [3-21] In Battle v Irish Art Promotions Centre Limited (1968), it was held that the managing director (MD) of a company was separate and distinct from the company itself. The case related to the company being sued, but being unable to afford legal representation. The MD wished to represent the company himself as a judgment against the company would reflect badly on him as MD. The court refused to allow him to represent the company because the judgment would be against the company and not against him, and in law the company and the managing directors are distinct legal entities. The correct procedure would be for the company to employ legal representation. [3-22] In State (McInerney) v Dublin company Co. (1985)11 it was held that a company and its wholly owned subsidiary were separate, and thus there was no locus standi for the parent company to appeal a planning permission decision when the land had been conveyed to the subsidiary. Carroll J. stated that: (1961) A. C. 12. (1959) I. R. 243. 10 [1968] IR 252. 11 (1985) High Court, Carroll J. 8 9 44  © Griffith College Professional Law School 2011-2012 ? the corporate veil is not a device to be raised or lowered at the option of the parent company or group. The arm which lifts the corporate veil must always be that of justice. † [3-22A] In Re Heaphy (2004) the Plaintiff was principal shareholder in Springmound Holdings Ltd which owned two hotels. The Plaintiff went abroad and left his brother in charge of running the hotels. When he returned the hotels had been sold by his brother without his knowledge and consent. He claimed damages personally for fraud. The High Court concluded that the plaintiff could not bring this claim personally as the loss here was the company’s loss. His loss was merely indirect and reflected the company’s loss. The High Court also approved O’Neill v Ryan in this context. LIFTING THE VEIL [3-23] In Salomon, Lord Halsbury stated that the principle was to be applied provided that there was â€Å"no fraud and no agency† and only â€Å"if the company was real one and not a fiction or a myth†. [3-24] In the interests of preventing the abuse of the principle of separate legal entity, certain exceptions have been recognised where the veil will be pierced and the controllers of the company will be made personally responsible for the actions of the company, and the economic realities recognised. [3-25] Gower states: â€Å"the law either goes behind the corporate personality to individual members or ignores the separate personality of each company in favour of the economic entity constituted by a group of concerns†. 12 [3-26] Lifting the veil can be in one of the following contexts: Lifting the veil between the controllers (whether the management or a controlling shareholder) and the company, i. e. responsibility is shared; or Lifting the veil between a group of c ompanies, e. g. etween subsidiaries or between a parent company and its subsidiary, i. e. the identity of one is consumed by the larger entity; or Ignoring the company altogether where the company is a â€Å"sham† or â€Å"device†. There are three categories of law where the corporate veil will be lifted. By Agreement [3-27] Corporate personality will be circumvented by agreement where, for example, an individual agrees to be bound to the company’s obligations. Common forms are personal guarantees, indemnities and certain agency agreements. Equally a company can agree to be liable for the obligations of a member as long as the following formalities are respected: The action is not ultra vires; The action is not beyond the scope of directors authority; The action is not a fraudulent preference; The action is not a breach of s. 31 of the 1990 CA. Case Law [3-28] Concerning case law, the courts can decide to set separate legal personality aside without such an express agreement. The primary criterion for such decisions is control of the company’s day-to-day operations, rather than mere control of its general policies. However, strict principles are difficult to extract, and cases often refer to inchoate concepts such as justice and equity. 12 13 Gower, Principles of Modern Company Law (5th ed. , London, 1992). See Courtney, p. 107  © Griffith College Professional Law School 2011-2012 45 [3-29] The courts will look behind the veil in certain circumstances as discussed below: Human characteristics; Fraud; Avoidance of legal duty; Agency; Single economic entity; Trust companies; Court injunctions and orders. Human Characteristics 3-30] The background of a company will be examined to find out more about the legal personality. Human characteristics required by law such as residence, culpability and mens rea, and character for licensing purposes may be vested in companies for certain purposes. [3-31] The residency of a company for tax purposes will often be called into question where the company is registered in one country but makes profits in another. The actual residence of companies which are inco rporated in Ireland is now irrelevant for the purposes of the Tax Acts and the Capital Gains Tax Acts. This is due to the Finance Act 1999, s. 82(2) which provides that â€Å"subject to certain limited exceptions, †¦a company which is incorporated in the State shall be regarded as resident in the State†. [3-32] However, the actual residence of a company continues to be important for situations where a company is not incorporated in Ireland or for companies which fall under the exceptions of s. 82(2). The test for residency was laid down in De Beers Consolidated Mines v Howe (1906). 14 The case concerned whether a South African company was resident in England for tax purposes. Lord Lorebun looked to where the company â€Å"keeps house and does business and the real business is carried on where the central management and control actually abides†. This is the â€Å"head and brains† test. In this case, the head office was in South Africa, and this is where the general meetings were held. Most of the directors lived in England, however, and most of the board meetings were held in England. It was at these meetings that the important business of the company such as negotiation of contracts, policy decisions, application of profits, etc. as discussed and decided. Thus, as the company was controlled from England, it resided there. [3-33] In the Irish case of John Hood Co. Ltd v Magee (1918),15 a company was held to be controlled by its shareholders in the general meeting, and not by its managing director who resided in another jurisdiction. The shareholders’ power to remove the managing director indicated where the control lay. The factual si tuation is crucial. And in the licensing case The King (Cottingham) v The Justices of Co. Cork (1906)16 the conduct of the authorised agents was found to be that of the company in finding â€Å"good character†. Fraud17 [3-34] Fraud or fraudulent intentions is another situation in which the corporate veil will be lifted by the courts. To do otherwise would result in the use of the corporate personality as a cloak for fraud. Fraud is used in the general sense to connote impropriety or misconduct. In Re Shrinkpak Limited (1909)19 Barron J. found that the company had been found using money fraudulently converted from the use of another company which had gone into voluntary liquidation. Both companies had been under the control of the same person, and Barron J. granted an order, sought by the liquidator of the first company, to wind up Shrinkpak. [1906]A. C. 455. [1918] 2 I. R. 34. 16 [1906] 2 I. R. 415. 17 See Jennifer Payne, â€Å"Lifting the Corporate Veil: A Reassessment of the Fraud Exception†, Cambridge Law Journal 56(2) July 1997, pp. 284–290. 18 High Court, December 20, 1989. 14 15 46  © Griffith College Professional Law School 2011-2012 ? [3-35] In Creasy v Breachwood Motors Limited (1993)20 a general manager was dismissed, and sued for wrongful dismissal. The company ceased trading, paid off all its creditors apart from the general manager, and transferred its assets to a new company, the defendant. It was held that the separate legal personality of the second company could be disregarded and the plaintiff could enforce the judgment for wrongful dismissal that he had against the first company. [3-36] The courts will lift the veil here to im pose personal liability as in Re Bugle Press Ltd. 1961)21 Here the holders of 90 per cent of the shares in a company wished to buy out the holder of the remaining 10 per cent, but the minority shareholder refused to sell. The majority shareholders then set up a company to make a takeover bid for Bugle and under legislation, as this was a takeover bid, the company could then compulsorily acquire the minority shareholding. There had of course been no real takeover of the company and the new company had been formed solely with a view to expropriating the minority. The court held that the new company was a â€Å"sham† and â€Å"bare faced attempt to evade a fundamental rule of company law†. [3-37] The courts do not allow this line of reasoning to extend as far as mismanagement. In Dublin County Council v Elgin Homes Limited (1984)22 a company which had been granted planning permission went into liquidation before it could comply with the terms of that permission. The plaintiff sought to compel the company and its directors to complete the works. Barrington J. efused to lift the veil and compel the directors qua individuals to complete the works, at their own expense, and drew a distinction between fraud and mismanagement. [3-38] In Dublin Co. Co. v O’Riordan (1986),23 Murphy J. refused to extend the fraud rule to the affairs of the company being carried on with â€Å"scant disregard for the requirements of the Companies Acts† because there was no evidence of â€Å"fraud or the misappropriation of monies. † [3- 39] This was relied upon by Hamilton P in Dun Laoghaire Corporation v Park Hill Developments (1989). 4 The company did not have general meetings or formal board meetings, did not pay dividends or directors’ fees to a second director and shareholder. One individual, Mr Parkinson Hill had financial knowledge of the company and managed it with total disregard for the Companies Acts. Hamilton P held that while that was the case: â€Å"I have found no evidence of any fraud or misrepresentation, no siphoning off or misapplication of funds, nor any negligence in the carrying out of the affairs of the company. [3-40] In Re H et al (1996), it was held that where the defendant had used a corporate structure as a device or facade to conceal its criminal activities, the court could lift the corporate veil and treat the company property as â€Å"realisable property† within the meaning of UK criminal law. Section 24 of the Criminal Law Act 1994 provides for similar measures in Irish law. Avoidance of Legal Duty [3-41] The courts will not allow a controller to avoid an existing lega l obligation. In Cummings v Stewart (1911) related to a limited patent licensing agreement. The agreement allowed Stewart to exploit Cummings’s patent for consideration but didn’t allow him to sublet, transfer or assign it without Cummings’s consent. A proviso allowed Stewart to transfer the licence to a limited company he formed for the purpose of a business connected with the licence. Stewart could not make a profit, and in an attempt to evade the royalties payable by him under the contract, he transferred the licence to a company formed by him, but not for the purpose of exploiting the licence. [1993] BCLC 480. (1961) Ch 270. 22 [1984] I. L. R. M. 297. 3 [1986] I. L. R. M. 104. 24 [1989] I. R. 447. 20 21  © Griffith College Professional Law School 2011-2012   47 [3-42] Meredith M. R. stated that â€Å"it would be strange indeed if [the Companies Acts] could be turned into an engine for the destruction of legal obligation and the overthrow of legitimate and enforceable obligations. † [3-43] In Gilford Motor Company v Horne (1933)25 the defe ndant’s contract of employment with the plaintiff provided that he would not compete with the plaintiff should his contract be terminated. Upon termination the defendant set up a company with his son, in direct competition with the plaintiff and although he was neither a director nor shareholder of the new company, everyone referred to him as â€Å"the boss†. The court set aside the separate legal personality of the company. [3-44] In Jones v Lipman (1962)26 the defendant who had contracted to sell his house to the plaintiff tried to avoid a claim for specific performance to sell the house. He conveyed the house to a company which he owned and controlled in an effort to evade the plaintiff’s enforceable contract for sale. Russell J. rejected a defence based on the company being a separate entity, describing the company as: â€Å"the creature of the defendant, a device and a sham, a mask which he holds before his face in attempt to avoid recognition by the eye of equity†. [3-45] However, it is important to remember that the formation of a company which has no genuinely separate existence, which may in truth be no more than a nameplate on an office building, is not in itself unlawful. It is only where the company has been formed for some fraudulent, illegal or improper purpose that the court may do so. For example, in Roundabout Limited v Beirne (1959)27 it was argued that the court should look behind the formal legal structures to the reality, namely, the continuing control of the business and effective ownership by the same people. This request was refused and Dixon J. stated that although the scheme could be described as a subterfuge designed to circumvent the statutory protection of peaceful picketing, it was legally unassailable. [3-46] Furthermore this rule will not extend to the avoidance of prospective or future obligations, as held by the House of Lords in Adams v Cape Industries (1990). 8 Here the defendant UK company presided over a group of companies involved in mining asbestos. They had separate companies set up for the marketing of the asbestos in the US. The US subsidiaries were then subject to lawsuits for damage asbestos factory workers had suffered to their health from working with the defendant’s asbestos product. The plaintiffs then sought to enforce judg ment against the parent UK company, saying that the actions of the US companies should be treated as those of the defendants. The Court of Appeal held that the American Company had been set up so that the appearance of the defendant’s involvement in asbestos in the US would be minimised and also to reduce the possibility of Cape being made liable for US taxes or tort claims. But the court declined to treat this as a sufficient ground for lifting the corporate veil. Slade L. J. said arrangement of the corporate structure so as to ensure that legal liability (if any) in respect of particular future activities of the group will fall on another member of the group rather than the defendant company was a right inherent in our corporate law. The Agency or Alter Ego Principle [3-47] A Company is not per se the agent of its members but such a relationship may be created between the two. This is an area where the courts have been prepared, in apparent conflict with Salomon, to infer the existence of a relationship of agency between companies in the same group. [3-48] Subsidiaries are frequently found to be the agent of the parent company. This is best illustrated by the case of Smith, Stone and Knight v Birmingham Corporation (1939)29 A [1933] Ch. 939. [1962] 1 All E. R. 442. 27 (1959) I. R. 243. 28 [1990] Ch. 443. 9 [1939] 4 All E. R. 116. 25 26 48  © Griffith College Professional Law School 2011-2012   subsidiary of the plaintiff company was treated like a department and the plaintiff was entitled to all of the profits of the subsidiary without the declaration of a dividend. The defendant compulsorily purchased the land on which the subsidiary was based, and plaintiff successfully sought compensation. The defendant attempted to rely on the principle in Salomon and claimed the subsidiary was a distinct legal entity. However Atkinson J. tated that Salomon does not apply to a situation where there is a specific arrangement between the shareholders and the company whereby the company is an agent of its shareholders for the purpose of carrying on the business of the company. This will make the business of the company the business of the shareholders. The judge listed six factors, all based on the control over day-to-day operations, to be taken into account: 1. 2. 3. 4. 5. 6. Are the profits of the subsidiary treated as the profits of the parent? Were the persons conducting the business of the subsidiary appointed by the parent? Was the parent the â€Å"head and brains† of the trading venture? Did the parent govern the adventure? Were the subsidiary company’s profits made by the skill and direction of the parent? Was the parent in effective and constant control of the subsidiary? 30 All six questions must be answered in the affirmative. [3-49] As Keane points out31 these criteria may not be capable of general application and the case should probably be limited to its facts. If an agency were to be inferred in every such case, a significant number of subsidiaries would be treated as the agents of their holding companies. If this were so it would potentially expose those holding companies to direct liability for the debts and liabilities of their subsidiaries which would open a huge breach in the principle of limited liability. [3-50] The courts have also been far more willing to draw the inference of agency where the controlling shareholder is another company, rather than an individual. Some explanation was given for this in the case of Munton Bros Ltd v Secretary of State (1983). 32 Here Gibson J. found in favour of the parent company, holding that the subsidiary was in fact its agent. He observed that while the courts are extremely reluctant to hold that a company is its shareholder’s agent, the same objections do not apply where it is sought to demonstrate that a subsidiary company is in fact the agent of its parent company because the conception of incorporation remains intact. [3-51] There has also been a tendency to draw this inference with greater readiness in cases where there is the possibility of tax evasion. In Firestone Tyre v Llewellin (1957) an American company formed a subsidiary in England for the purpose of manufacturing and supplying tyres. The English company received the payments, deducted the cost of manufacture and a commission of 5 per cent, and then transferred the balance to the American parent company. Although the English company was independent in its day-to-day operations and only one of the directors was also a director of the American parent, it was held to be carrying on the business as the agent of the American company and thus the American parent was liable to pay tax in respect of profits of the English subsidiary. [3-52] In the recent case of Fyffes v DCC (2005)33 the agency principle was discussed. 4 In this case DCC plc was a parent company of Lotus Green. James Flavin was chief executive director of DCC. Lotus Green beneficially owned shares in Fyffes and sold these in February 2000. Lotus Green earned â‚ ¬106m from the sale. It was alleged that when these were sold James Flavin was in possession of insider or price sensitive information. Under the relevant legislation (Part V CA 1990) a company could not sell shares if one of its directors was in possession of price sensitive information in respect of those shares. Here James Flavin was a director of DCC, but not an official director of Lotus Green. One of the issues which arose was 30 31 32 33 This of course returns us to the basic criterion of control of the day-to-day operations. Keane, Company Law, (3rd ed. ), p. 130. [1983] N. I. 369. [2009] 2 IR 417 34 See Fyffes v DCC Analysis Implications, Stephen Dowling 2006 13 (2) CLP 27 for a good summary of the High Court decision.  © Griffith College Professional Law School 2011-2012 49 whether Lotus Green owned and sold the shares as agent of DCC. If it did then in law it would be as if DCC had sold the shares itself. If DCC owned and sold the shares itself it would be liable because Mr Flavin was a director of DCC. Laffoy J reviewed the law whereby a company might be deemed the agent of another and distilled the following principles. [3-53] Firstly, as a matter of law Lotus Green may be regarded as having acted as the agent of DCC in relation to the holding and disposal of the shares in Fyffes, if to do otherwise would lead to an injustice. However she adopted the proviso that a subsidiary would, however, only be deemed an agent of its parent where such an inference was factually justified. She rejected the argument that only evidence of an express agency agreement between the parties will suffice. Rather agency will be determined by reference to all the facts, including the nature of the parent’s interest in the shares of the subsidiary and the relationship between both. She said the views of the human agents in the company was not in any way determinative of the situation. [3-54] On the facts of this case she did not find that Lotus was an agent of DCC as regards the holding and disposal of the shares and in the acquiring of the profit from their sale. Whilst Lotus held the shares it held them independently from DCC. It did not hold them as agent for DCC. Summary of Fyffes v DCC Fyffes Plc Jim Flavin CEO of DCC Group Director of Fyffes DCC Lotus Green A company within DCC Group Incorporated in Holland DCC transferred shares in Fyffes to Lotus Green for the purposes of benefiting from the lower rate of Capital Gains Tax in Holland. Key Facts: Jim Flavin attends a meeting of the board of Directors in Fyffes at which certain confidential information is given to the board of Fyffes regarding the financial forecasts for the company in the next few months. Shortly after this meeting takes place Lotus Green sell the shares in Fyffes at a profit of ? 82 million. Fyffes bring an action against DCC on the basis of the insider dealing provisions of the 1990 Companies Act seeking to have them account for the profit. There are two limbs to the case: (1) Fyffes had to establish a connection between Jim Flavin and Lotus Green, and/or between DCC and Lotus Green. (2) Fyffes had to establish that the information given at the meeting consisted of price sensitive information within the meaning of the Act. A Single Economic Entity [3-55] In recent times the courts have put forward a further justification for disregarding the separate legal personality of related companies. Where the â€Å"justice of the case requires† the court will regard the entity as a mere constituent of a larger legal entity or a â€Å"single economic entity†. This kind of disregard may be distinguished from the implied agency cases, for where  © Griffith College Professional Law School 2011-2012 50   number of companies are regarded as a single legal entity only one legal person is recognised, whereas agency recognises the existence of two persons. This is the final circumstance where the corporate veil may be lifted. [3-56] In DHN Food Distributors Limited v Tower Hamlet LBC (1976)35 DHN had two wholly owned subsidiaries, one which owned the property of the group and one which ran the business of the group, occupying the property as a licensee. Here the defendant local authority made a compulso ry acquisition of property of the land-owning subsidiary. The parent company then sought compensation for disturbance. However, the land tribunal only offered negligible compensation, since DHN had been deprived merely of a revocable licence and the subsidiary had no business to lose. Denning L. J. endorsed Gower’s contention that courts had a general tendency to ignore the separate legal entities within a group and instead look at the economic identity of the whole group. Denning stated that this particularly applied when the holding company held all the shares in the subsidiary (a wholly-owned subsidiary), and can control it. He went on to hold that the parent should not be deprived of compensation due to a technical point when it was justly payable and so the companies in question would be treated as one company. [3-57] This rationale was adopted by Costello J. in Power Supermarkets Limited v Crumlin Investments Limited et al (1981). 36 The defendant was the landlord of a large shopping centre, and the plaintiff leased a unit for a supermarket chain within the centre. The plaintiff’s leasing contract included a clause disallowing the defendant from leasing or selling any other unit over 3,000ft2 for the sale of food or groceries. The centre was a financial failure and the defendant sold all of its shares to another company, Cornelscourt Shopping Centre Limited, which was one of the Dunnes Stores group. Many of the Dunnes Stores group companies were separate in name only, all being managed by the same group of people. It was vital from the Dunne family’s point of view that a Dunnes Stores retail outlet be established in the centre. It was the family policy that a new company should operate each separate retail unit and so a new company, Dunnes Stores (Crumlin) Limited, was incorporated for the purpose of establishing a retail outlet there. Upon incorporation of this new company, Cornelscourt Shopping Centre Limited caused Crumlin Investments limited to convey the freehold of a large unit in the shopping centre to Dunnes Stores (Crumlin) Limited for a nominal consideration and without any of the usual covenants. When Dunnes began to trade in the shopping centre the plaintiff succeeded in getting an injunction preventing them from trading. [3-58] Costello J. held that Dunnes Stores (Crumlin) Limited were bound by the restrictive covenants in the original contract even though they were not party to it. The company was described as a â€Å"mere technical device and a company with a ? issued capital which had no real independent life of its own†. 37 Having looked at the authorities he said that a court may, if the justice of the case so requires, treat two or more related companies as a single entity so that the business notionally carried on by one will be treated as the business of the group. He said that to treat Crumlin Investments and Dunnes Stores (Crumlin) limited as a single economic entity accorded fully with the commercial realities of the situation and avoided â€Å"considerable injustice†. [3-59] This was subsequently approved by the Supreme Court. But the disregarding of separate legal personality on the basis of the â€Å"justice of the situation† is a somewhat elusive concept. There may be many cases where it may be more desirable that the corporate veil be lifted in order to protect the rights of certain parties, but our system directly allows for the principle of incorporation and separate legal personality so that unless one can show a fraudulent or improper purpose behind the incorporation of the company there is no reason 35 [1976] 3 All E. R. 462. The High Court decision in Fyffes is relevant to several areas on the course. Students should note that Fyffes successfully appealed the High Court decision to the Supreme Court. However, the appeal was on one discreet issue: whether James Flavin (DCC’s Chief Executive) was in possession of price sensitive information. Therefore, the remarks made by the High Court (Laffoy J) in the other areas were not considered on appeal and are still valid. 36 High Court, June 22, 1981. 37 This was approved by the Supreme Court in Re Bray Travel and Bray Travel (Holdings) Limited, Supreme Court, July 13, 1981.  © Griffith College Professional Law School 2011-2012

buy custom Health Administrators Role in Healthcare Tort Reform essay

buy custom Health Administrators Role in Healthcare Tort Reform essay Abstract The Obama healthcare plan is expected to occasion far-reaching effects on healthcare practice in the United States. Tort reform within the American healthcare context is perceived as the important missing link to a sound healthcare system that would replace the current order, which is deemed expensive due to the high incidence of litigation-based challenges. Health administrators have different approaches by which they could adjust the envisioned structure particularly with regard to reforms in the medical tort system. This study explores the different opinions and suggestions that have been projected towards the role of health administrators in healthcare Tort Reform. Generally, the suggestions extracted out of the different perspectives are centered on two factors. One is the retention and reinvention of the element of defensive medicine within the framework of reform. The second is the creation of structural systems that would necessitate a review of the tort system in a manner th at would be consistent of the new healthcare operational climate. Changing operational environment The operational environment of health care management in the United States is set to undergo significant changes following the advent of reforms occasioned by Obamas health care plan. The system of medical administration before the Obama bill was perceived to be socially biased against the poor and the unemployed. From the perspective of medics, the structural design of the system was or is fraught with litigation challenges that slow down levels of efficiency in health care administration. Studies have indicated that the insurance dynamics under the old system were largely conditioned by the economic pressures on the market, (Studdert, Mello, Brennan, 2004). The flux nature of the American economic environment often meant that insurance policies would increase at unpredictable levels that in turn brought about significant financial challenges for companies, individuals, and medical administrators. There have been arguments that the new dispensation would go alongside tort reforms given the centrality of litigations as a factor that allegedly drives up the cost of medication. The bigger picture of this operational paradigm was that medical administrations were largely determined by forces beyond the needs of the patients and the professionalism of service providers (Rubin, Joanna, 2007). The envisioned plan, which is supposed to roll out in the next ten years, aims at providing insurance cover for 32 million more Americans who were previously uninsured. Another factor that might determine the effect of this bill on medical administration is that 16 million more Americans will be placed under the government sponsored Medicaid insurance pr ogram (Clinton Obama, 2006). A wide range of scholarly concerns has been brought to bear on the exact dimension of the health care plan on the usual element of litigation in the American health systems. In the old order of medical administration, studies have offered that medical administrators tended to spend significant money and resources in fending off torts occasioned by technical mishaps that were clustered under the concept of professional malpractice (Donald, 2005). Two different opinions have been offered on the future scenario in the field with regard to the element of litigation. The first school of thought suggested by some studies argues that there is a possibility of increased volume of litigations logically drawing from the significantly increased level of clientele. The second school of thought argued that the current levels of litigations would experience marked decrease because the health reforms will abolish the limits under which the medical administrators have strained to operate. This second opinion is largely derived from the fact that the current challenges facing the American health care system is a result of the structural deficits that impede the potential of medical administrators in their effort to provide quality and affordable health care. Litigation has become a central factor in the United States medical system in the sense that it is one of the major factors that doctors look for in the designing of their methodologies (Arlen MacLeod, 2005). The need for new litigation structures There have projections that part of the implementation of these health care reforms will bring into effect the need for the restructuring of the landscape of the legal frameworks that have supported the current levels of litigations within the sector, (Arlen Macleod, 2005). Within the concept of this second consideration, it is expected that there shall be more money to undertake research in the medical field as focus significantly shift from litigation expenses to the provision of quality services. The old order has been that more money, which should have been expended on the pursuit of quality research, was mostly utilized in litigation matters (Jonathan, 2000).Besides, the government under the new plan has projected to undertake increased spending on research and incentives for the medics. This would, in the long run, guarantee quality healthcare to the American public and consequently lower the factor of litigation. The provision of inappropriate medical care under the structures of defensive medicine has been encouraged by the increased dependency on structures outside the medical fraternity to provide medical care for the majority of Americans, (Dubay, Kaestne, Waidmann, 2001). Redeeming the American health care system from the vicissitudes of the economy and litigations will herald a new climate under which medical firms will have the effect of stabilizing the environment in a manner conducive for the provision of professional services to a greater number of Americans. The bill, according to some studies was premised on the ideal of social justice for Americans regardless of their social and economic backgrounds. A broader assessment of these changes is to be observed from the heightened levels of medication that will necessarily follow the successful implementation of this plan. Precisely, there has been continuing debate regarding the possible methodologies that medical practitioners may a dopt for the purposes of shielding themselves from all possible litigations. The envisioned changes in the insurance fraternity are aimed at overhauling the pyramid of service that has traditionally concentrated its focus in limited segments that have been determined by the health status of the clients and their financial stability (Zuckerman, Bovbjerg, Sloan, 1990). This overhaul of the insurance fraternity must ultimately touch off a series of structural adjustment policies in medical administration in order to adjust in the redesigned operational environments. Targeted segments for reform Some of the areas that are likely to be affected include costs of medication, quality of medication, preventive and curative medical services. According to some studies, medical practitioners will approach their services and duties with an aspect of confidence than in past cases in which the clients insurance status was the sole determinant of the kind of treatment that patients would obtain from medics. The overarching goal of the Obama health plan is to put every American under the insurance umbrella. The second goal is to broaden the kind of policies offered by Insurance companies so that there is a wider choice from which the citizenry might choose from, depending on their respective health needs. This will make it possible for the medical administration to adopt policies that are precisely need-oriented rather than cost oriented like it has been practiced in the past (Currie, MacLeod, 2008). Consequently, a need-oriented approach to medical administration will yield more positive impacts on the nationwidehealth status than the prevailing system that locks out needy cases on reasons of costs. It might be argued, as a consequence, that the various kinds of administration approaches would have the overall effect of improving the quality of medical services in the American system. Litigants will seek to ascertain the professional quality of the services they receive so that they seek redress at the most appropriate levels. The Obama plan has expanded the field of engagement between insurance companies and the medical field in a manner that will increase the possibilities of policies for subscription by the American citizens. On the positive side, some scholars have argued that there will be an increased element of honesty as compared to the old system of insurance. This argument is predicated on the fact that doctors in the United States have tended to work within the scope of the insurance policies. The services rendered to patients have, in most cases been tailored in a way that reflects the specifics of the policies subscribed to by the patient. This old trend has often meant that doctors have been hesitant to prescribe or administer tests and treatment that are not within the confines of the policy (Sloan, Shadle, 2009). It is for these reasons that surveys have ascribed the increased rates of professional misconduct among medical practitioners. For instance, there have been reports of medics who prescribed cancer scans for the simple reasons that insurance firms would readily accept them conducted on their patients. The medical operational environment has, therefore, reflected strong symptoms of deterministic methodologies in which the field is defined by the insurance landscape. Researchers have illustrated that levels of efficiency in medical administrative are more positive in fields where the needs for medical care by the administrators determine the kind of insurance s chemes and policies, rather than the other way round as it has often happened in the United States, (Studdert, Yang, Mello, 2004). Scholarly observations that have been projected towards the future scenario for medical practitioners point to the general assessment that the free market systems of medical administration will eventually be replaced by a public funded systems that carry significantly higher safeguards for the health of Americans that in the old order. Surveys in heath care administration have suggested that public funded systems and government regulated medical care systems are relatively more efficient and safer that those largely controlled by the free market dynamics. From this perspective, it has been observed that new health care administration is more human centered that the kind of health care administration that currently exists on the market. The Obama Health Care plan is largely aimed towards the objective of increasing the pool of Americans under insurance. Precisely the plan intends to put all American citizens under the insurance schemes. These health care reforms will provide sufficient safeguards for more Americans to receive higher quality services while enjoying the financial cushioning from a consolidated fund of upfront insurance. Some of the dimensions on which these reforms have been anchored have had to do with the previous challenges that have dominated the US health care administration systems. Studies have shown that the previous systems were increasingly marred by defensive medicine, higher mortality rates, and low incentives for the medical practitioners (Studdert, Yang, Mello, 2004). The systems projected under the new design are largely anchored on the need for a increasing the level of administration of health care administration of Americans regardless of their financial status and the state of their health. There has been a strong element in the insurance regime of the United States where the providers largely sought to move into perceived safer regions. The system was such that the beneficiaries of the health care systems were largely those in the higher brackets of income. Others more targeted were those whose status of health was generally stable and sound. The insurance firms had manifested a marked trend of minimizing the sale of their policies from the perceived high risk sectors of the population such that those who were not permanently employed and those who suffered from chronic of life threatening health complications. On the other hand, studies have found out that these two categories were the ones increasingly under the threat of poor health care services. This is because they were more prone to health challenges that those in the high income status or those with stable status of heath (Danzon, 1984).The heath care program was therefore designed in a manner that would capture these two largely ignored areas of the population. The implication of this is that a new operational environment has emerged in which the health car e practitioners will have to adjust their trends and approaches in the administration of healthy care for these new categories of Americans. Taken together these changes are also expected to bring about far-reaching implications on the status of medical torts that would be experienced. The reason behind a possible change of scenario is the increasing possibility of that more Americans will have sufficient room to seek legal redress in cases where they will fell that their medical rights have been flouted (Arlen, MacLeod, 2005). Logically, an expanded catchment area for the healthcare practitioners will also mean an expanded rate of legal challenges in the field of health care administration. The increased percentage of lawsuits is expected to bring about higher cost implications on the part of health car organizations in a manner that might determine their levels of sustainability, profitability, and proficiency. Studies have observed that the Obama bill is more focused on the welfare of the citizenry at the expense of the health care organizations. In fact most of the criticism that have been brought to bare on the heal th care plan have been centered on the fact that the new systems does not provide the necessary impetus for the health care practitioners to seek new ways or reaching out to the American people. The incentives provided for the medical practitioners, according to these analysts are piecemeal and not sufficient to guarantee increased investment into the sector. In essence, medical administrators will seek out new ways to cushion themselves from the possible adverse effects of the new health care regime. Most of the changes to be expected are likely to emanate from the dimension of costs. The sector will undergo significant changes in a way that would be informed by internal structural adjustment mechanisms for the sake of self-protection (Clinton, Obama, 2006). In essence, the same studies have predicted that medical practitioners will adopt new operational mechanisms that will be aimed towards minimizing the possibilities of torts within their systems. The Obama plan has increased the incentives for the insurance firms to venture into an expanded arena of operation with the express intention of capturing the diverse sectors that were previously ignored in the old system of health care administration. In this respect, there will be increased policies to guard a higher number of Americans against medical malpractice. The structures that support the new design are made in such a way that they lower the threshold of medical malpractice. Studies have shown that the level of torts to be instituted against the medical practitioners will witness a sharp rise owing from the various incentives, (Currie, MacLeod, 2008). Health care administrators will have to adopt new ways in which they will seek to upset the existing challenges by way of minimizing the specter of litigations. The expected scenario is one in which there will be more focus on areas that are relatively less prone to litigation risks in the field of health care administration. In this regard, more American medical health administrators are likely to adopt specific strategies that would shield them from the possibilities of attracting lawsuits. Defensive medicine is one of the strategies that have been used occasionally by medical practitioner to shield themselves from the possibilities of torts,(Currie, MacLeod, 2008). The trend has been an increased use of resources in a disproportionate manner to response to medical cases that would have been sufficiently handled through the utilization of lesser resources. In effect, such tendencies have been responsible for the perceived in-equilibrium in the balance of resources against the social factor in the provision of the medical administration in the United States. It is expected that there will be a likely surge in this areas given that the government will increase its budgetary allocations to shield the medical field in terms of resources. The scepter of defensive medicine is likely to shoot up in the emergent scenario because medical practitioners will endeavor by all convenient means possible to shield themselves from the possibilities of attracting lawsuits to themselves or their facilities. According to some studies, other responses that are likely to follow include increased levels of referrals for undeserving cases. Studies have indicated that medical private firms are likely to adopt more selective approaches through which they will avoid complicated cases that are deemed of higher risk. Health care administrators in the private field may tend to prefer to refer some cases to higher medical facilities particularly government sponsored ones in cases that they may perceive as potentially risky. This approach would reduce the element of r isk since they will have transferred the possibility of the risk to health facilities of higher jurisdiction. From yet another perspective, some studies have argued that medical practitioners are likely to design their services in such a way that they promote more preventive medicine than curative medicine. This, according to these studies, is likely to be a coordinated approach in the sense that insurance policies will equally promote preventive policies as a way of preempting the costs of medical care that might result from the likely increase in the number of applicants. (Currie, MacLeod, 2008). Studies have shown that the administration of preventive medicine is significantly cost-effective than curative health care. Similarly, preventive care is less likely to attract malpractice litigations than curative medical care. Medical administrators would therefore align their policies in favor of preventive policies as a long-term measure of safeguarding the systems against torts. The problem of staffing has also been a significant factor within the element of litigation. This challenge can b e perceived from the perspective that lack of sufficient qualified personnel throughout the United States has created a scenario where less qualified personnel have been charged with the provision of services (Dubay, Kaestne, Waidmann, 2001). The situation is likely to be worsened under the Obama plan because the available medical personnel may not easily accommodate the sudden upsurge of insured patients. The government plan to recruit more medical practitioners may not match the speed with which the new insured individuals will respond to their medical needs. The wider implication of this new structure would be the emergence of disequilibrium between the levels of individuals who require medical attention against the available number of trained medical personal to offer these services. The obvious short term and long-term interventionist measure would be to enlist the services of unqualified or less experienced medical practitioners to handle complicated cases that mat arise out of the scenario. The margin of error in medical malpractice Researchers have pointed out that this same level of disproportional has been to blame to the margins of error that have occurred within the old order. It is precisely these margins of error that result directly to increased levels of litigations. Critics have pointed out that the Obama plan may face implementation challenges because it lacks sufficient safeguards that would shield it against the challenges of implementation. The possibility of increased margin of error would cripple the systems, as the insurance firms for the medical administrators would not manage to handle the significantly higher costs to be involved in the litigations, (Studdert, Yang, Mello, 2004). In this case, the medical practitioners are likely to maintain their old tendency of spending more resources in shielding themselves from the possibility of lawsuits. To accommodate the pressure of work, the medics may equally revert to the old system of prescribing expensive medical treatment with the purpose of ra ising the threshold for litigation in any complicated cases that they face. This would mean that the system reverts to defensive medicine that has been blamed for the poor levels of service delivery in the US health care system. One other approach for medical administrators would be shifting towards areas that are deemed less risky (Zuckerman, Bovbjerg, Sloan, 1990). This is because of factors of discrepancies of remuneration and lack of back up insurance to cover them against torts. In this regard, there would result an imbalance of staffing in some critical areas that are deemed more risky. However, some scholars have argued that it is immaterial to bring on board the aspect of tort reform because it does not constitute a significant percentage of the costs of medical care in the United States. According to some studies, the actual statistics of torts are significantly lower than perceived impressions on the same. These studies have argued that the component of medical liability has remained constant even as the costs of medical care continue to move upwards. Alternative explanations have been sought to bear on the cost factors of healthcare. Some of the reasons of the rise in the cost of medical care have to do with technological factors and processes of social mobility (Studdert, Mello, Brennan, 2004). The first argument has been that the increasing technological sophistication in the field of medical practice has occasioned increased costs in terms of medical care. The technological devices that are enlisted into the field have a high operational and maintenance factor. The second reason that the United States being a rich nation will necessarily have higher costs of medical care than less stable countries. Studies have offered that the health care system of the United States is around 2 trillion dollars (Currie, MacLeod, 2008).On the other hand, the average tort claims per year are around 30 trillion dollars. This means that the percentage of the costs against the fiscal value of the system is around 1.5 percent. The impression created by this percentage is that the litigation factor in the US healthcare system is not significantly sufficient to determine the average costs of the system. Other studies have pointed out that the rate of litigations for professional misconduct has been on a downward trend from a variety of reasons (Arlen, MacLeod, 2005). One reason is that there increased defensive medicine has protected medical administrators from the possible adverse effects of these litigations. In conclusion, it would seem that a variety of dimensions is available for medical administrators to engage with the new health care dispensation brought about by the Obama health care plan. Medical administrators may choose to adopt methods that would increase the quality of services provided to the increased volume of insured beneficiaries. This could be achieved through the utilization of the financial incentives for the purposes of training and specialization in the areas perceived as prone to litigations. Another way is that medical administrators would maintain the old approach of defensive medicine, which of course would be cushioned within the increased levels of spending. Buy custom Health Administrators Role in Healthcare Tort Reform essay

Ancient Olmec Trade and Economy

Ancient Olmec Trade and Economy The Olmec culture thrived in the humid lowlands of Mexicos Gulf coast during the Early and Middle Formative periods of Mesoamerica, from about 1200–400 BCE. They were great artists and talented engineers who had a complex religion and worldview. Although much information about the Olmecs has been lost to time, archaeologists have succeeded in learning much about their culture from excavations in and around the Olmec homeland. Among the interesting things they have learned is the fact that the Olmec were diligent traders who had many contacts with contemporary Mesoamerican civilizations. Mesoamerican Trade Before the Olmec By 1200 BCE, the people of Mesoamerica- present-day Mexico and Central America- were developing a series of complex societies. Trade with neighboring clans and tribes was common, but these societies did not have long-distance trade routes, a merchant class, or a universally accepted form of currency, so they were limited to a down-the-line sort of trade network. Prized items, such as Guatemalan jadeite or a sharp obsidian knife, might well wind up far from where it was mined or created, but only after it had passed through the hands of several isolated cultures, traded from one to the next. The Dawn of the Olmec One of the accomplishments of Olmec culture was the use of trade to enrich their society. Around 1200 BCE, the great Olmec city of San Lorenzo (its original name is unknown) began creating long-distance trade networks with other parts of Mesoamerica. The Olmec were skilled artisans, whose pottery, stone tools, statues, and figurines proved popular for commerce. The Olmecs, in turn, were interested in many things that were not native to their part of the world. Their merchants traded for many things, including raw stone material such as basalt, obsidian, serpentine and jadeite, commodities such as salt, and animal products such as pelts, bright feathers, and seashells. When San Lorenzo declined after 900 BCE, it was replaced in importance by La Venta, whose merchants used many of the same trade routes followed by their forebears. Olmec Economy The Olmec needed basic goods, such as food and pottery, and luxury items such as jadeite and feathers for making ornaments for rulers or religious rituals. Most common Olmec â€Å"citizens† were involved in food production, tending fields of basic crops such as maize, beans, and squash, or fishing the rivers that flowed through the Olmec homelands. There is no clear evidence that the Olmecs traded for food, as no remains of foodstuffs not native to the region have been found at Olmec sites. The exceptions to this are salt and cacao, which were possibly obtained through trade. There appears to have been a brisk trade in luxury items such as obsidian, serpentine and animal skins, however. The Gulf Coast Olmec blossomed at a time when there were at least four other islands of expanding civilization in Mesoamerica: the Soconusco, the Basin of Mexico, the Copan Valley, and the Valley of Oaxaca. The Olmec trading practices, traced through the movement of goods produced or mined elsewhere, are key to understanding the Early and Middle Formative histories of Mesoamerica. Characteristics of the Olmec trading network include: baby-faced figurines (essentially, portable versions of the Olmec stone heads);distinctive white-rimmed blackware pottery and Calzadas Carved wares;abstract iconography, especially that of the Olmec dragon; andEl Chayal obsidian, a translucent to transparent banded black volcanic stone. Olmec Trading Partners The Mokaya civilization of the Soconusco region (Pacific coast Chiapas state in present-day Mexico) was nearly as advanced as the Olmec. The Mokaya had developed Mesoamericas first known chiefdoms and established the first permanent villages. The Mokaya and Olmec cultures were not too far apart geographically and were not separated by any insurmountable obstacles (such as an extremely high mountain range), so they made natural trade partners. The Mokaya adopted Olmec artistic styles in sculpture and pottery. Olmec ornaments were popular in Mokaya towns. By trading with their Mokaya partners, the Olmec had access to cacao, salt, feathers, crocodile skins, jaguar pelts and desirable stones from Guatemala such as jadeite and serpentine. Olmec commerce extended well into present-day Central America: there is evidence of local societies having contact with the Olmec in Guatemala, Honduras, and El Salvador. In Guatemala, the excavated village of El Mezak yielded many Olmec-style pieces, including jadeite axes, pottery with Olmec designs and motifs and figurines with the distinctive ferocious Olmec baby-face. There is even a piece of pottery with an Olmec were-jaguar design. In El Salvador, many Olmec-style knick-knacks have been found and at least one local site erected a man-made pyramid mound similar to Complex C of La Venta. In the Copan valley of Honduras, the first settlers of what would become the great Maya city-state of Copn showed signs of Olmec influence in their pottery. In the basin of Mexico, the Tlatilco culture began to develop about the same time as the Olmec, in the area occupied by Mexico City today. The Olmec and Tlatilco cultures evidently were in contact with one another, most likely through some sort of trade, and the Tlatilco culture adopted many aspects of Olmec art and culture. This may have even included some of the Olmec gods, as images of the Olmec Dragon and Banded-eye God appear on Tlatilco objects. The ancient city of Chalcatzingo, in present-day Morelos of central Mexico, had extensive contact with La Venta-era Olmecs. Located in a hilly region in the Amatzinac River valley, Chalcatzingo may have been considered a sacred place by the Olmec. From about 700–500 BCE, Chalcatzingo was a developing, influential culture with connections with other cultures from the Atlantic to the Pacific. The raised mounds and platforms show Olmec influence, but the most important connection is in the 30 or so carvings that are found on the cliffs that surround the city. These show a distinct Olmec influence in style and content. Importance of Olmec Trade The Olmec were the most advanced civilization of their time, developing an early writing system, advanced stonework and complicated religious concepts before other contemporary societies. For this reason, the Olmec had a great influence on other developing Mesoamerican cultures with which they came into contact. One of the reasons the Olmec were so important and influential- some archaeologists, but not all, consider the Olmec the mother culture of Mesoamerica- was the fact that they had extensive trade contact with other civilizations from the valley of Mexico well into Central America. The significance of the trade is that the Olmec cities of San Lorenzo and La Venta were the epicenter of the trade: in other words, goods such as Guatemalan and Mexican obsidian came into Olmec centers but were not traded directly to other growing centers. While the Olmec declined between 900–400 BCE, its former trading partners dropped the Olmec characteristics and grew more powerful on their own. Olmec contact with other groups, even if they did not all embrace the Olmec culture, gave many disparate and widespread civilizations a common cultural reference and a first taste of what complex societies might offer. Sources Cheetham, David. Cultural Imperatives in Clay: Early Olmec Carved Pottery from San Lorenzo and Cantà ³n Corralito. Ancient Mesoamerica 21.1 (2010): 165–86. Print.Coe, Michael D, and Rex Koontz. Mexico: From the Olmecs to the Aztecs. 6th Edition. New York: Thames and Hudson, 2008Diehl, Richard A. The Olmecs: Americas First Civilization. London: Thames and Hudson, 2004.Rosenswig, Robert M. Olmec Globalization: A Mesoamerican Archipelago of Complexity. The Routledge Handbook of Archaeology and Globalization. Ed. Hodos, Tamar: Taylor Francis, 2016. 177–193. Print.

The writer can choose the topic to fit into the paper Essay

The writer can choose the topic to fit into the paper - Essay Example BMSs were considered amongst the initial multi-user server systems to be built, and thus they provided an excellent support for the new developments in the form of latest systems design methods for consistency and scalability which are widely used in a number of other areas. Though, up till now a large number of researches have been carried out to propose new algorithms as well as determine the efficiency of existing algorithms for databases. However, not many researchers have taken into consideration the design and architecture of databases. The research has shown that the modern database structure is based on three level architecture (Hellerstein, Stonebraker and Hamilton; Hoffer, Prescott and McFadden 3). This paper presents an analysis of three level architecture in the context of database management systems. The basic purpose of this research is to discuss the basic scenario of three level architecture and how it forms the basis of database management systems. Database management systems are believed to be mission-critical and complex software applications and tools. At the present, modern DBMSs exemplify decades of educational and industrial research as well as influential business software development. In view of the fact that database systems were amongst the initial well developed web based server applications, hence they are considered a significant part of most of the design solutions on both sides of not simply data administration, however as well systems, networked services and operating systems. Additionally, the initial database management systems are considered amongst most powerful software applications and tools in the history of computer science, that’s why the ideas and theories invented for DBMSs are extensively copied and followed in other disciplines of computer science (Hellerstein, Stonebraker and Hamilton; Hoffer, Prescott and McFadden). In addition, for a number of reasons, the concepts regarding DBMS’s architecture and design are

Answer question Essay Example | Topics and Well Written Essays - 1000 words - 4

Answer question - Essay Example y, orders used to circulate from the customers to the hands of brokers to went to the floor desk to the order desk to the executing broker to the runner and then back again, and therefore errors used to be common(Sykes, 1983). In reality, this errors cannot have an impact on the capital today. The moment an error is discovered, and as well the market is still open, it is just the role of the order desk to get out the error and finally, need to determine the fault. However, determining fault is usually easy. Perhaps, double-checks in the system should be there, primarily composed of the telephone recordings as well as duplicate orders that will tell the story. In addition, it should not have absolutely impact on capital because the moment it was determined that the broker-agent, or customer, or even the floor broker was the one at fault, they could ate the error. Also, incase the error happened at any other place in the process, and then the clearing firm needed to swallow the loss (Jackwerth& Rubinstein, 1996). The function that insurance can perform in reducing the capital impact of operational loss of a firm is highly significant. Transferring a certain risk to an insurance firm can lead to a better performance hence covering diverse losses and prevent critical situation. It has been approved that insurance can be applied as a mechanism to minimize the impact of operational losses for firms like banks, and this means that a specific insurance against risks can result to a low level of minimum capital that is allocated to a given risk category (MacMinn & Richard, 2005). In hard economic moment, organization tend not be affected as such. With the financial crisis, it has been reported on ways firms employ strategies in order to cope up with the difficulties that inevitably follow crisis in economic (Douglas& Browne, 2011 ). Scenario analysis is a strategise tool in making decision. However, it has been applied for most decades in different disciplines, that

Foundation of the National Association of Colored Women's Clubs (NACW) Assignment

Foundation of the National Association of Colored Women's Clubs (NACW) - Assignment Example The objectives of the women association were; working towards moral, religious, economic, women and youths’ social welfare. The second objective was to safeguard women and youths’ rights. Thirdly, the association was out to improve the quality and standards life in families and homes. The fourth objective was to promote education of women and youths through departments of work. The fifth one was to articulate their influence for civil and political freedom for Africa-Americans as well as every citizen. They also intended to promote effective female-male interaction. Lastly, they had an objective to promote justice and good will through inter-racial understanding. (Wesley, 1984). The association had several milestones of progress. Among the accomplishments were the incorporation of St. Louis, Missouri in 1904. The women were able to establish a loan fund known as Hellie Quinn Brown Scholarship Fund. This Association of Colored Women also established an association for colored girls. Another legacy of this association is the purchase of the current national headquarters at Washing DC. W.E.B. Du Bois and Booker T. Washington. Were African leaders that harshly disagreed on strategies for black social and economic progress. Washingtons policy served only to effect white oppression. (Wesley, 1984). The National association of colored women liaised with booker T. in his articulation for the ending of racism. He supported and spoke for the African-Americans accept into political and social status quo of segregation and racism and instead focus on black community progress. Booker T, was most