How To Take Notes

How To Take Notes It seems that it would be easy to write down stuff in class. That learning how to take notes would be a waste of time. However, the opposite is true. If you learn how to take notes effectively and efficiently, you’ll save yourself hours of study time just by observing a few simple tricks. If you dont like this method, then try out the Cornell System for taking notes! Choose Appropriate PaperThe right paper can mean the difference between complete frustration in class and organized notes. To take notes effectively, choose a sheet of loose, clean, lined paper, preferably college-ruled. There are a couple reasons for this choice:Choosing loose paper to take notes allows you to rearrange your notes in a binder if necessary, lend them easily to a friend, and remove and replace a page if it gets damaged.Using college-ruled paper means that the spaces between the lines are smaller, allowing you to write more per page, which is advantageous when you’re studying a lot of material. It won’t seem as much, and thus, as overwhelming.Use Pencil and Skip LinesNothing will make you more frustrated than taking notes and having to draw arrows from new content to a related idea your teacher was talking about 20 minutes ago. That’s why it’s important to skip lines. If your teacher brings up something new, you’ll have a place to squ eeze it in. And, if you take your notes in pencil, your notes will stay neat if you make a mistake and you won’t have to rewrite everything just to make sense of the lecture. Label Your PageYou don’t have to use a clean sheet of paper for every new note-taking session if you use appropriate labels. Start with the topic of the discussion (for study purposes later), fill in the date, class, chapters associated with the notes and teacher’s name. At the end of your notes for the day, draw a line crossing the page so you’ll have a very clear demarcation of each day’s notes. During the next lecture, use same format so your binder is consistent.Use an Organizational SystemSpeaking of organization, use one in your notes. Many people use an outline (I.II.III. A.B.C. 1.2.3.) but you can use circles or stars or whatever symbols youd like, as long as you stay consistent. If your teacher is scattered and doesn’t really lecture in that format, then just organize new ideas with numbers, so you don’t get one long paragraph of loosely-related content.Listen for ImportanceSome of the stuff your teacher says is irrelevant, but much of it needs remembering. So how do you decipher what to put down in your notes and what to disregard? Listen for importance by picking up dates, new terms or vocabulary, concepts, names, and explanations of ideas. If your teacher writes it down anywhere, he or she wants you to know it. If she talks about it for 15 minutes, she’s gonna quiz you on it. If he repeats it several times in the lecture, you’re responsible. Put Content Into Your Own WordsLearning how to take notes begins with learning how to paraphrase and summarize. You will learn new material better if you put it into your own words. When your teacher waxes wordy about Leningrad for 25 minutes, summarize the main idea into a few sentences you’ll be able to remember. If you try to write everything down word for word, you’ll miss stuff, and confuse yourself. Listen attentively, then write.Write LegiblyIt kind of goes without saying, but I’m gonna say it anyway. If your penmanship has ever been compared to chicken scratch, you better work on it. You’ll thwart your taking notes efforts if you can’t read what you’ve written! Force yourself to write clearly. I guarantee that you will not remember the exact lecture when it comes to exam time, so your notes are often going to be your only lifeline. Note Taking Tips Sit near the front of the class so you dont get distractedBring the appropriate supplies, good college-ruled paper and a pen or pencil that will allow you to write legibly and easily.Keep a folder or binder for every class, so youre more likely to keep your notes organized.

French and Indian War - French and Indian War Seven Year War

French and Indian War - French and Indian War Seven Year War Previous: 1758-1759 - The Tide Turns | French Indian War/Seven Years War: Overview | Next: Aftermath: An Empire Lost, An Empire Gained Victory in North America Having taken Quebec in the fall of 1759, British forces settled in for the winter. Commanded by Major General James Murray, the garrison endured a harsh winter during which over half of the men suffered from disease. As spring approached, French forces led by the Chevalier de Levis advanced down the St. Lawrence from Montreal. Besieging Quebec, Levis hoped to re-take the city before the ice in the river melted and the Royal Navy arrived with supplies and reinforcements. On April 28, 1760, Murray advanced out of the city to confront the French but was badly defeated at the Battle of Sainte-Foy. Driving Murray back into the citys fortifications, Levis continued his siege. This ultimately proved futile as British ships reached the city on May 16. Left with little choice, Levis retreated to Montreal. For the 1760 campaign, the British commander in North America, Major General Jeffery Amherst, intended to mount a three-pronged attack against Montreal. While troops advanced up the river from Quebec, a column led by Brigadier General William Haviland would push north over Lake Champlain. The main force, led by Amherst, would move to Oswego then cross Lake Ontario and attack the city from the west. Logistical issues delayed the campaign and Amherst did not depart Oswego until August 10, 1760. Successfully overcoming French resistance, he arrived outside of Montreal on September 5. Outnumbered and short on supplies, the French opened surrender negotiations during which Amherst stated, I have come to take Canada and I will take nothing less. After brief talks, Montreal surrendered on September 8 along with all of New France. With the conquest of Canada, Amherst returned to New York to begin planning expeditions against French holdings in the Caribbean. The End in India Having been reinforced during 1759, British forces in India began advancing south from Madras and recapturing positions that had been lost during earlier campaigns. Commanded by Colonel Eyre Coote, the small British army was a mix of East India Company soldiers and sepoys. At Pondicherry, the Count de Lally initially hoped that the bulk of the British reinforcements would be directed against a Dutch incursion in Bengal. This hope was dashed in late December 1759 when British troops in Bengal defeated the Dutch without requiring aid. Mobilizing his army, Lally began maneuvering against Cootes approaching forces. On January 22, 1760, the two armies, both numbering around 4,000 men, met near Wandiwash. The resulting Battle of Wandiwash was fought in the traditional European style and saw Cootes command soundly defeat the French. With Lallys men fleeing back to Pondicherry, Coote began capturing the citys out-lying fortifications. Further reinforced later that year, Coote laid siege to t he city while the Royal Navy conducted a blockade offshore. Cut off and with no hope of relief, Lally surrendered the city on January 15, 1761. The defeat saw the French lose their last major base in India. Defending Hanover In Europe, 1760 saw His Britannic Majestys Army in Germany further reinforced as London increased its commitment to the war on the Continent. Commanded by Prince Ferdinand of Brunswick, the army continued its active defense of the Electorate of Hanover. Maneuvering through the spring, Ferdinand attempted a three-pronged attack against Lieutenant General Le Chevalier du Muy on July 31. In the resulting Battle of Warburg, the French attempted to escape before the trap was sprung. Seeking to achieve a victory, Ferdinand ordered Sir John Manners, Marquess of Granby to attack with his cavalry. Surging forward, they inflicted losses and confusion on the enemy, but Ferdinands infantry did not arrive in time to complete the victory. Frustrated in their attempts to conquer the electorate, the French moved north later that year with the goal striking from a new direction. Clashing with Ferdinands army at the Battle of Kloster Kampen on October 15, the French under the Marquis de Castries won a protracted fight and forced the enemy from the field. With the campaign season winding down, Ferdinand fell back to Warburg and, after further maneuvers to expel the French, entered into winter quarters. Though the year had brought mixed results, the French had failed in their efforts to take Hanover. Prussia Under Pressure Having narrowly survived the previous years campaigns, Frederick II the Great of Prussia quickly came under pressure from Austrian General Baron Ernst von Laudon. Invading Silesia, Laudon crushed a Prussian force at Landshut on June 23. Laudon then began moving against Fredericks main army in conjunction with a second Austrian force led by Marshal Count Leopold von Daun. Badly outnumbered by the Austrians, Frederick maneuvered against Laudon and succeeded in defeating him at the Battle of Liegnitz before Daun could arrive. Despite this victory, Frederick was taken by surprise in October when a combined Austro-Russian force successfully raided Berlin. Entering the city on October 9, they captured large amounts of war materials and demanded monetary tribute. Learning that Frederick was moving towards the city with his main army, the raiders departed three days later. Taking advantage of this distraction, Daun marched into Saxony with around 55,000 men. Splitting his army in two, Frederick immediately led one wing against Daun. Attacking at the Battle of Torgau on November 3, the Prussians struggled until late in the day when the other wing of the army arrived. Turning the Austrian left, the Prussians forced them from the field and won a bloody victory. With the Austrians retreating, campaigning for 1760 came to an end. Previous: 1758-1759 - The Tide Turns | French Indian War/Seven Years War: Overview | Next: Aftermath: An Empire Lost, An Empire Gained Previous: 1758-1759 - The Tide Turns | French Indian War/Seven Years War: Overview | Next: Aftermath: An Empire Lost, An Empire Gained A War Weary Continent After five years of conflict, the governments in Europe were beginning to run short of both men and money with which to continue the war. This war weariness led to final attempts to seize territory to use as bargaining chips in peace negotiations as well as overtures for peace. In Britain, a key change occurred in October 1760 when George III ascended to the throne. More concerned with the colonial aspects of the war than the conflict on the Continent, George began to shift British policy. The final years of the war also saw the entry of a new combatant, Spain. In the spring of 1761, the French approached Britain regarding peace talks. While initially receptive, London backed out upon learning of negotiations between France and Spain to widen the conflict. These secret talks ultimately led to Spain entering the conflict in January 1762. Frederick Battles On In central Europe, a battered Prussia was only able to field around 100,000 men for the 1761 campaign season. As most of these were new recruits, Frederick changed his approach from one of maneuver to one of positional warfare. Constructing a massive fortified camp at Bunzelwitz, near Scheweidnitz, he worked to improve his forces. Not believing the Austrians would attack such a strong position, he moved the bulk of his army toward Neisee on September 26. Four days later, the Austrians assaulted the reduced garrison at Bunzelwitz and carried the works. Frederick suffered another blow in December when Russian troops captured his last major port on the Baltic, Kolberg. With Prussia facing complete destruction, Frederick was saved by the death of Empress Elizabeth of Russia on January 5, 1762. With her demise, the Russian throne passed to her pro-Prussian son, Peter III. An admirer of Fredericks military genius, Peter III concluded the Treaty of Petersburg with Prussia that May ending ho stilities. Free to focus his attention on Austria, Frederick began campaigning to gain the upper hand in Saxony and Silesia. These efforts culminated with a victory at the Battle of Freiberg on October 29. Though pleased with the victory, Frederick was angered that the British had abruptly halted their financial subsidies. The British separation from Prussia began with the fall of William Pitt and the Duke of Newcastles government in October 1761. Replaced by the Earl of Bute, the government in London began to abandon Prussian and Continental war aims in favor of securing its colonial acquisitions. Though the two nations had agreed not to negotiate separate peaces with the enemy, the British violated this pact by making overtures to the French. Having lost his financial backing, Frederick entered into peace negotiations with Austria on November 29. Hanover Secured Eager to secure as much of Hanover as possible before the end of fighting, the French increased the number of troops committed to that front for 1761. Having turned back a winter offensive by Ferdinand, French forces under Marshal Duc de Broglie and the Prince of Soubise began their campaign in the spring. Meeting Ferdinand at the Battle of Villinghausen on July 16, they were soundly defeated and forced from the field. The remainder of the year saw the two sides maneuvering for advantage as Ferdinand again succeeded in defending the electorate. With the resumption of campaigning in 1762, he soundly defeated the French at the Battle of Wilhelmsthal on June 24. Pushing on later that year, he attacked and captured Cassel on November 1. Having secured the town, he learned that peace talks between the British and French had begun. Spain the Caribbean Though largely unprepared for war, Spain entered the conflict in January 1762. Promptly invading Portugal, they had some success before British reinforcements arrived and bolstered the Portuguese army. Seeing Spains entry as an opportunity, the British embarked on a series of campaigns against Spanish colonial possessions. Utilizing veteran troops from the fighting in North America, the British Army and Royal Navy conducted a series of combined-arms attacks that captured French Martinique, St. Lucia, St. Vincent, and Granada. Arriving off Havana, Cuba in June 1762, British forces captured the city that August. Aware that troops had been withdrawn from North America for operations in the Caribbean, the French mounted an expedition against Newfoundland. Valued for its fisheries, the French believed Newfoundland to be a valuable bargaining chip for peace negotiations. Capturing St. Johns in June 1762, they were driven out by the British that September. On the far side of the world, British forces, freed from fighting in India, moved against Manila in the Spanish Philippines. Capturing Manila in October, they forced the surrender of the entire island chain. As these campaigns concluded word was received that peace talks were underway. Previous: 1758-1759 - The Tide Turns | French Indian War/Seven Years War: Overview | Next: Aftermath: An Empire Lost, An Empire Gained

Fraud detection in accounting Essay Example | Topics and Well Written Essays - 2750 words

Fraud detection in accounting - Essay Example While the company grew rapidly through the 1990s, some of the worst manifestations of its culture -- obsessions with bonuses, the stock price and exotic accounting -- were also growing, and out of controlThough the corporation's character flaws can be traced to its earliest days, they flourished under top executive Jeff Skilling. He didn't act in a vacuum. Enron had a distracted, hands-off chairman, a compliant board of directors and an impotent staff of accountants, auditors and lawyers. But it was Skilling's relentless push for creativity and competitiveness that fostered a growth-at-any-cost culture, drowning out voices of caution and overriding all checks and balances." (Fowler, 2005) Enron has developed into becoming a part of America's top ten companies in the span of nearly two decades. Their sudden rise to power seemed impossible to many industries in the financial world. However, the scam which brought upon Enron success was discovered.The controversy involving powerful institutions has made an immense impact in the corporate world leading to their downfall and the implementation of stringent laws of the government. Enron and Arthur Andersen faced the collapse of their careers which affected the industry and the birth of the Sarbanes-Oxley Act.The largest bankruptcy in history marked the existence of fraudulent accounting procedures by Enron and Arthur Andersen in 2001. the once blue chip stock ended up to be valued for small meager amounts. Most of Enron's profits were from transactions with controlled limited partnerships which turned into debts that were not reported on its financial statements. The issue or problem that led to the (alleged) violation. Deception was the name of the game for Enron. They concealed their controversial and suspicious dealings and transaction with their growing debt so that they appear debt-free and admirable to stockholders and the public. At last, every lie and cover up was made known to many when the company suddenly and unexpectedly filed for Chapter 11 Bankruptcy. That was their last resort. Not even company partnerships and affiliations could save the money and the glory of Enron. When the news of bankruptcy of Enron was revealed, the reasons behind Enron's downfall remained unclear and uncertain. There were mixed reactions among businessmen, politicians, stockholders and others. Most of them were enraged while some felt concerned. There were those who were not surprise that the discrepancies with the financial statements could actually happen. It was as if it was the common habit among those who wish to decrease their debt. Questions such as the reason behind the downfall as well as the possible ways and means for preventing bankruptcy rose among the interested public. What hindered the company or the government from foreseeing the end of Enron Was there money laundering or fraud behind the scandal If there was, has the laws implemented by the government sufficient to verify the financial records of Enron Management's involvement in the alleged violation. To shed light on the Enron controversy, a whistleblower, Sherron Watkins, decided to confess all the financial secrets of the company. The government took its role by initiating an investigation powered up by some of the congressional committees. Aside from Watkins, other key players admitted their involvement and decided to testify while some still pleads not guilty. The involvement of an accounting firm as reputable as Arthur Andersen with the controversy, heightened the interest of the public as well as legislators, economists and politicians. The firm also experienced a great loss even though the verdict has not yet been announced. Their clients retracted their loyalty and shifted to other competitive firms. Some employees resigned and sought other jobs from other companies. The accounting firm did a great job on the falsification and manipulation of Enron's financial statements that the discrepa

Dreams Essay Example | Topics and Well Written Essays - 1000 words

Dreams - Essay Example Due to their authoritative influence for example in my case, parents may force their children to take up career courses that are not within their interests (Gysbers 2008 p 32). This essay will show that this may lead to poor job performance and conflicts in the work place. It also suggests the best approach that parents should take while discussing their children’s career choice which is to be supportive as well as less authoritative. This essay is a critical evaluation of the parent’s influence, using myself as an example, on the career dreams that their children may have as well as the consequences of such influence. Every parent would be proud to have successful children, in their careers as well as life in general. Similarly, there is no child who would be proud to be a failure in the society. It therefore becomes necessary for the two parties to join efforts to ensure that only the best comes from the children’s life. While in the process, it becomes possible to experience conflicts in ideologies which may either result to a wrong career choice or disappointment in life (Gysbers 2008 p 25). In many cases, parents misuse the opportunity to guide their children into choosing the right careers whereby they tend to force them into what they themselves see as the best for their children. By doing so, they forget that every individual has unique characteristics which determine their interests as well as their hobbies. It would therefore be wrong for anyone be it the parent or friend to try and force his interests in another person. However, I believe that it is always necessary to offer vari ous options to the child using an open minded approach whereby both parties would be willing to listen to the other person’s point of view. My career dream has always been to become a Chef but on the other hand my parents do not support this but instead, they want me to become a nurse. These are two very different careers and it may be

People Led District Disaster Management Essay Example for Free

People Led District Disaster Management Essay Soon after the Orissa Cyclone and thereafter the Gujarat earthquake the Government of India prioritized a national policy on disaster management and advocated a change of direction from a post disaster reactive approach to a proactive stance before the occurrence of disasters, provided a new legal framework and greater harmonization of disaster management efforts. The policy set forth principles (including significant community role and active civil society participation), objectives (including emphasis on prevention, DRR and promoting regional and national cooperation), strategies and provisions for promoting inter-sectoral complementarities. The Disaster Management Act 2005, mandates National, States and district authorities to develop policy, guidelines, plans for proper implementation of Disaster management plans to reduce adverse impact on communities and to facilitate timely and effective response. It stresses upon inclusion of mitigation, preparedness and DRR measures into development. As a result SDMAs in various states initiated development of district disaster management plans. However, some plans were merely a collection of contact phone numbers of important authorities and departments from the district. There were significant gaps in these operational plans mainly due to non availability of a standard framework, lack of expertise and dedicated resources. Lack of community participation and that of relevant stakeholders in the preparation process has resulted in lack of ownership among intended users and beneficiaries. Disasters tend to happen to people at risk. People are at risk because they are vulnerable to hazards. This vulnerability can be best reduced by increasing people’s capacities to deal with underlying social, cultural and physical factors. The key to successful disaster management plan is to ensure involvement of people who are victims and who are at risk or could be potential victims. If this is not practiced it is often unsustainable, costly and ineffective. Most DDMPs in the country lacked participation of affected communities and civil society. A participatory community level disaster management involves a cross section of people in the design and development process of the plan. When local people develop these plans there is more interest, greater ownership and understanding resulting in successfully reducing suffering and losses. The key principles of this approach thus are: * Community themselves are best placed to prioritize threats and take effective risk reducing actions. The best time to reduce the impact of disasters is before the next disasters occur. Hence, preventive actions should be integral part of the effective disaster management plan. * The identification and mapping of hazards along with who and what may be affected is necessary before risk reduction plans can be made. * Progress has to be well publicized to maintain interest and strengthen the culture of disaster reduction. An example of this is found in the recent NDMA/SDMA collaboration with civil society coming together to develop community led DDMP in Madhubani. One of the basic highlights of the Madhubani DDMP process is that though it oriented towards response but it also incorporates reduction and prevention thrust. Incidentally, prevention has been recognized as an important aspect of DDMP by the district and state/SDMA but also in the poverty reduction strategy. As a result of DDMP several agencies/departments in Madhubani have shown willingness to incorporate prevention measures in their regulations, such as the building codes by the town planners that regulate development of settlements. It was encouraging to note high level of commitment from various stakeholders to improving DRR mechanism. Tearfund has been working along with its partners to lobby with governments at all levels for influencing the policies and development of effective people friendly plans. The Madhubani DRR project implemented by its partner organisation EFICOR in 30 villages in Madhubani was instrumental in development of pilot District Disaster Management Plan (DDMP) along with support from SPHERE India. The strength of this pilot has been the process it has embarked upon wherein involvement and participation of all level of stakeholders from community to district/state/national government authorities in development process of this DDMP. In view of intensive involvement of all relevant stakeholders the pilot has received good response and acceptance from the NDMA and SDMA. This is considered as the first ever attempt in developing a DDMP which has come up from the active involvement of first respondent in any natural disasters. As mentioned above the thrust of development of DDMP is that it is being developed involving affected community, hence, the approach has been bottom-up, however at the same time, all relevant stakeholders, be it government departments or the NGOs and other actors have been involved and participated at all stages of development of the plan. This is truly a plan developed by the people and for the people. This plan has also influenced many other civil socieities to take up similar preparations for other districts and states with the support of NDMA.

The Problems Of Philosophy, by Bertrand Russell :: The Problems Of Philosophy Essays

The value of Philosophy is, in fact, to be sought largely in its uncertainty. The man who has no tincture of Philosophy goes through life imprisoned in the prejudices derived from common sense, from the habitual beliefs of his age or his nation, and from the convictions which have grown up in his mind without the co-operation of his deliberate reason. Bertrand Russell, The Problems of Philosophy. Philosophy is commonly thought of as an activity reserved for Oxbridge high- brows; or a sort of intellectual table-tennis indulged in by the Ancient Greeks to while the time away before television came along. Russell suggests that it may actually serve a purpose for everyone. In the first line, Russell is clearly contrasting his own belief in the inherent uncertainty of philosophy with the attitude of those people who dedicate their lives to a search for the "right" theory, in an attempt to understand the "truth" about human nature. He argues that, were a philosopher to write the perfect, unanswerable theory, the solution to life, the universe and everything, then philosophy would itself become responsible for inducing the very mental laziness which it should help us to avoid. Disagreement and debate between the adherents of rival theories is, moreover, essential to the health of philosophy. Just as many major advances of science are catalysed by war, so the great intellectual insights are sparked by discussion. If there were universal agreement on one philosophical theory, then all further thought would be rendered useless. (See p.319, Small World by David Lodge: "†¦what matters in the field of critical practice is not truth but difference. If everybody were convinced by your arguments, they would have to do the same as you and then there would be no satisfaction in doing it.") Russell talks of three different factors involved in the formation of prejudice. Each is considered in detail below. The first type of prejudice is derived from common sense. This is interesting: it appears that Russell is suggesting that common sense is to be avoided. The Concise Oxford Dictionary defines common sense as "sound, practical sense, especially in everyday matters". In theory, any sound sense is to be welcomed, where appropriate; the distinction to be made here is between applying common sense to mundane problems, which Russell would certainly not advise against, and taking it out of context as a set of rules which can be followed without any further thought, no matter what the circumstances. For example, if you are feeling hungry, and you are holding a biscuit, then a philosophical debate is not required to reach the conclusion that you eat the biscuit: it's common sense. The Problems Of Philosophy, by Bertrand Russell :: The Problems Of Philosophy Essays The value of Philosophy is, in fact, to be sought largely in its uncertainty. The man who has no tincture of Philosophy goes through life imprisoned in the prejudices derived from common sense, from the habitual beliefs of his age or his nation, and from the convictions which have grown up in his mind without the co-operation of his deliberate reason. Bertrand Russell, The Problems of Philosophy. Philosophy is commonly thought of as an activity reserved for Oxbridge high- brows; or a sort of intellectual table-tennis indulged in by the Ancient Greeks to while the time away before television came along. Russell suggests that it may actually serve a purpose for everyone. In the first line, Russell is clearly contrasting his own belief in the inherent uncertainty of philosophy with the attitude of those people who dedicate their lives to a search for the "right" theory, in an attempt to understand the "truth" about human nature. He argues that, were a philosopher to write the perfect, unanswerable theory, the solution to life, the universe and everything, then philosophy would itself become responsible for inducing the very mental laziness which it should help us to avoid. Disagreement and debate between the adherents of rival theories is, moreover, essential to the health of philosophy. Just as many major advances of science are catalysed by war, so the great intellectual insights are sparked by discussion. If there were universal agreement on one philosophical theory, then all further thought would be rendered useless. (See p.319, Small World by David Lodge: "†¦what matters in the field of critical practice is not truth but difference. If everybody were convinced by your arguments, they would have to do the same as you and then there would be no satisfaction in doing it.") Russell talks of three different factors involved in the formation of prejudice. Each is considered in detail below. The first type of prejudice is derived from common sense. This is interesting: it appears that Russell is suggesting that common sense is to be avoided. The Concise Oxford Dictionary defines common sense as "sound, practical sense, especially in everyday matters". In theory, any sound sense is to be welcomed, where appropriate; the distinction to be made here is between applying common sense to mundane problems, which Russell would certainly not advise against, and taking it out of context as a set of rules which can be followed without any further thought, no matter what the circumstances. For example, if you are feeling hungry, and you are holding a biscuit, then a philosophical debate is not required to reach the conclusion that you eat the biscuit: it's common sense.

Theories of Corporate Personality

Theories of Corporate Personality MANAS AGARWAL 5th Semester BA LL. B (B) School of Law Christ University Bangalore INDEX * Research Methodology * Introduction * The Common Law Perspectives * Fiction Theory * Concession Theory * The Purpose Theory * Bracket Theory * Realist Theory * Why Corporations? * Corporate Personality And Limited Liability Cases: * Macaura v. Northern Assurance Co. * Lee v. Lee’s Air Farming * Salomon v. Salomon & Co. ACKNOWLEDGEMENT I Manas Agarwal of B. A. LL. B (Hons. ) is really grateful to Ms. Fincy V, without whose help and corporation this project would not have been possible.I am also grateful to the National Law School India University (N. L. S. I. U) Library staff and the Knowledge Centre, Christ University staff, whose cooperation is appreciable. I think this kind of assignments lead to the overall development of the students and I am looking forward to take up such assignments in future. RESEARCH METHODOLOGY †¢ SCOPE AND FOCUS: – This research paper essentially seeks to study and criticise the different theories of corporate personality considering the jurisprudential conflicts. †¢ RESEARCH OBJECTIVES: – The principal objective of our research is to study and criticise the different theories of corporate personality and the concepts under it. * Another objective of our research is to find conflicts between the various theories relying on various judgments. †¢ RESEARCH QUESTIONS: – * What is the difference between various theories of corporate personalities. * The meaning and limits of a corporate personality. †¢ METHOD OF ANALYSIS: – This project has its basis on the following methods of analysis:- DESCRIPTIVE: – The first task is to comprehensively study and critize the jurisprudential theories of corporate personalities.ANALYTICAL: – Further these concepts and observations can be analyzed. The valuable knowledge that is gained from studying the commentaries must be used to understand the evolution of the theories and the law itself in terms of some cases. †¢ MODE OF CITATION :- The researcher(s) has used a uniform mode of citation in this paper. Introduction There is an interesting conflict between philosophic theories as to the nature of corporate personality and the insurgent demand of economic forces for a further recognition of those form of organisation which seem so essential to modern life.The grant of legal personality is clearly within the gift of the state, for it may be refused to natural persons. In the case of natural person, however, it is clear that law grants legal personality to a physical entity existing in space and possessing what (for lack of better term) we describe as human personality. While philosophy may find difficulty in analyzing or describing the real nature of human personality, few of us doubt that we exist, and we compensate for our defective analysis by an intuitive understanding of our own natur e which, however inadequate it may be, at least gives a substratum on which to build.As far as legal personality is concerned, there is no very significant difference between that granted to human beings and that to non-human beings such as groups or other entity. The decision of House of Lords in Salomon v A Salomon & Co. Ltd had a lasting influence in corporation law. It is often credited with the principle of separate legal entity of the corporation distinct from the members. Though there is no doubt that the Salomon case had play a significant role in company law, the decision in this case was hardly the origin of the separate legal entity principle.The legal entity of beings other than the human has long been recognized prior to 1897, in which the Salomon case was decided. The jurisprudence theories on juristic person had been established since the early Roman law to justify the existence of legal person other than the human. The State, religious bodies and education institutio ns had long been recognized as having legal entity distinct from the members. The acceptance of the corporate personality of a company basically means that another non-human entity is recognized to assume a legal entity. This can be seen from the many theories of jurisprudence on corporate personality.Majority of the principal jurisprudence theories on corporate personality contended that the legal entity of the corporation is artificial. The fiction, concession, symbolist and purpose theories supported the contention that existence of corporation as a legal person is not real. It only exists because the law of the state recognized it as legal person and it is recognized either for certain purpose or objectives. The fiction theory, for example, clearly stated that the existence of corporation as a legal person is purely fiction and that the rights attached to it totally depend on how much the law imputes upon it by fiction.The Common Law Perspectives Generally, there are two types o f person which the law recognized, namely the natural and artificial person. The former is confined merely for human beings while the latter is generally referred to any being other than human being which the law recognized as having duties and rights . One of the most recognized artificial persons is the corporation. Legal scholars, particularly the jurists, have always explored the issue on the recognition of corporation as a legal person.In the study of jurisprudence, the separate legal personality of corporation is based upon theories, which are concentrated upon the philosophical explanation of the existence of personality in beings other than human individuals. W. Friedman stated that: â€Å"All law exists for the sake of liberty inherent in each individual; therefore the original concept of personality must coincide with the idea of man. † Even though there are many theories which attempted to explain the nature of corporate personality, none of them is said to be domi nant.It is claimed that while each theory contains elements of truth, none can by itself sufficiently interpret the phenomenon of juristic person. Nonetheless, there are five principal theories, which are used to explain corporate personality, namely, the fiction theory, realist theory, the purpose theory, the bracket theory and the concession theory. Fiction Theory The fiction theory holds that corporations are simply legal fictions, created and sustained by an act of the state. They are endowed with corporate personality simply because this is a convenient form through which the natural persons behind the corporation may conduct their business.According to this theory, the legal personality of entities other than human beings is the result of a fiction. Hence, not being a human being, corporation cannot be a real person and cannot have any personality on its own. Originally, the outward form that corporate bodies are fictitious personality was directed at ecclesiastic bodies. The doctrine was used to explain that the ecclesiastic colleges or universities could not be excommunicated or be guilty of a delict as they have neither a body nor a will. The famous case of Salomon v A Salomon Co Ltd is a proof of the English court adoption of the fiction theory.In this case, Lord Halsbury stated that the important question to decide was whether in truth an artificial creation of the legislature had been validly constituted. It was held that as the company had fulfilled requirements of the Companies Act, the company becomes a person at law, independent and distinct from its members. Despite its instrumental conception of the corporation, the fiction theory still affords a sufficient basis for according corporations legal rights. Indeed, it is on the basis of the fiction that corporations are persons that they possess the legal rights they do, such as private property rights.However the fiction theory affords no basis for the recognition of moral rights of corporations . On the fiction view, â€Å"corporations, as creatures of the State, have only those rights granted them by the State. † The personality the corporation enjoys is not inherent in it but as conceded by the state. Due to the close connection made in this theory as regards to relation of legal personality and the power of the state, fiction theory was claimed to be similar to the theory of sovereignty of state which is also known as the concession theory. Concession TheoryA group of persons wanting to create a corporation will have to execute documents and comply with requirements set by the state before being given corporate personality; merely a privilege; state may provide causes for which the privilege may be withdrawn. It maintains that the law is the only source from which the legal personality may flow. The law lays down certain conditions which creates the legal personality of a corporation. Corporate form is therefore a concession given by the state. The concession the ory is basically linked with the philosophy of the sovereign national state.It is said to be essentially a product of the rise of the national state at a time when there were rivals between religious congregations and organizations of feudal origin for the claim of national state to complete sovereignty. Under the concession theory, the state is considered to be in the same level as the human being and as such, it can confer on or withdraw legal personality from other groups and associations within its jurisdictions as an attribute of its sovereignty. Hence, a juristic person is merely a concession or creation of the state.Concession theory is often regarded as the offspring of the fiction theory as it has similar claim that the corporations within the state have no legal personality except as it is conceded by the state. Exponents of the fiction theory, for example, Savigny, Dicey and Salmond are found to support this theory. Nonetheless, it is that while the fiction theory is ulti mately a philosophical theory that a corporation is merely a name and a thing of the intellect, the concession theory is indifferent as regards to the question of the reality of a corporation in that it focuses on the sources of which the legal power is derived.Dicey took the view that sovereignty is merely a legal conception which indicates the law-making power unrestricted by any legal limits. The Purpose Theory This theory is also known as the theory of Zweckvermogen. Similar to the fiction and concession theories, it declares that only human beings can be a person and have rights. Entities other human is regarded as an artificial person and merely function as a legal device for protecting or giving effect to some real purpose. As corporations are not human, they can merely be regarded as juristic or artificial person.Under this theory, juristic person is no person at all but merely as a â€Å"subject less† property destined for a particular purpose and that there is owner ship but no owner. The juristic person is not constructed round a group of person but based on the object and purpose. The property of the juristic person does not belong to anybody but it may be dedicated and legally bound by certain objects. This theory rationalized the existence of many charitable corporations or organizations, such as trade unions, which have been recognized as legal persons for certain purposes and have continuing fund.It is also closely linked with the legal system which regard the institution of public law and the endowment of private law as legal personalities. Bracket Theory According this theory, a company consisting of its members or shareholders exists and it is inconvenient to refer always to all of them, a bracket is placed around them to which a name is given but in order to understand the real position we must remove the bracket. The real status is given in realist theory. Realist Theory On the realist view, the corporation is more than a legal ficti on, and more than simply an agreement between its shareholders.It is an autonomous institution with a demonstrable extra-legal existence, analogous in some respects to a self-governing state. Like the contract theory, the realist theory recognises that the shareholders of a corporation delegate the powers of control over their property to the corporation's management so that the property can be pooled towards a unified purpose. Unlike under the contract theory, however, the shareholders are seen more as investors in the corporation than owners of it.This is why managers owe fiduciary duties not simply to the shareholders, but to the corporate person as a whole. Of the three theories, only the realist theory seems capable in principle of supporting moral rights for corporations, because only it grants them a real social existence apart from the concession of the state or the agreement of their shareholders. However it seems that the realist theory of corporate personality has fallen out of favour amongst modern academic writers. This may be because it seems to accurately describe only a limited subset of corporations.Many types of corporations which have assumed greater importance since the realist view gained prominence, including holding companies and trustee companies, sit uneasily within the realist framework. Nevertheless it is believed that the realist theory is potentially the most useful of the three set out above, so long as the subset of corporations to which it most accurately applies can be sufficiently delineated. By itself the theory seems incapable of providing any basis for such delineation. If the realist conception of the corporation is to be salvaged at all, its assumptions must be explicated by some other theory.Why Corporations? The above survey of the theories of corporate personality has revealed no complete conception of the corporation which justifies the recognition of moral rights of corporate persons. To some extent, this is hardly s urprising. Corporate personality is a legal concept based on purely commercial considerations: The concept of the juridical person is convenient to the conduct of business by providing for extended â€Å"life† and a limitation on liability, not to mention the right to own property and enter into contracts, which the law reserves to people.But laws might be fashioned to give corporations the same power to own property and sign valid contracts without terming them persons. There is therefore no reason why the types of bodies (if any) which deserve to be endowed with collective rights should coincide with those organisations allotted the status of persons by the law for purely instrumental reasons. For instance, corporations are classified as legal persons, but partnerships are not. Yet there is no obvious reason why the mere act of incorporation by a partnership should endow it with moral rights which it did not possess before.The intuition which many lawyers seem to possess th at corporations do possess rights can be explained as a psychological response to the â€Å"unified normative vocabulary† with which natural and corporate persons are described. That is, the personification of the corporation leads lawyers to indiscriminately apply concepts to it which are rightly applicable only to natural persons. However although this may be a convenient mode of analysis, it is clearly not conceptually consistent for rights to be accorded to bodies corporate (and to no other collectivities) purely because they bear that designation.Nevertheless, that is precisely what propose should be done. The rationale is that the present paper is not simply a normative, but also a descriptive study. It is apparent that corporate persons are already recognised as more appropriate bearers of rights than non-incorporated bodies under Australian law. It is for this reason that they have property and other common law rights which non-incorporated bodies lack. It is likely, therefore, that any extension of the rights recognised of collectivities under our law will employ this existing category.To extend the recognition of rights to non-incorporated bodies would require the recognition of a third type of personhood hitherto unknown to the law. However desirable this may be, it is not a realistic proposal for law reform. Corporate Personality And Limited Liability Corporate personality refers to the fact that as far as the law is concerned a company personality really exists apart and different from its owners. As a result of this, a company can sue and be sued in its own name, hold its own property and crucially – be liable for its own debts.It is this concept that enables limited liability for shareholders to occur as the debts belong to the legal entity of the company and not to the shareholders in that company. Corporate legal personality arose from the activities of organisations such as religious orders and local authorities which were grant ed rights by the government to hold property and sue and be sued in their own right and not to have to rely on the rights of the members behind the organisation. Over time the concept began to be applied to commercial ventures with a public interest element such as rail building ventures and colonial trading businesses.However, modern company law only began in the mid-nineteenth century when a series of Companies Acts were passed which allowed ordinary individuals to form registered companies with limited liability. The way in which corporate personality and limited liability link together is best expressed by examining the key cases:- Salomon v Salomon ; Co. Mr Salomon carried on a business as a leather merchant. In 1892 he formed the company Salomon ; Co. Ltd. Mr Salomon, his wife and five of his children held one share each in the company.The members of the family held the shares for Mr Salomon because the Companies Acts required at that time that there be seven shareholders. Mr Salomon was also the Managing Director of the company. The newly incorporated company purchased the soletrading leather business. The leather business was valued by MrSalomon at ? 39,000. This was not an attempt at a fair valuation; rather it represented Mr Salomon’s confidence in the continued success of the business. The price was paid in ? 0,000 worth of debentures (a debenture is a written acknowledgement of debt like a mortgage – see Chapter 7) giving a charge over all the company’s assets (this means the debt is secured over the company’s assets and Mr Salomon could, if he is not repaid his debt, take the company’s assets and sell them to get his money back), plus ? 20,000 in ? 1 shares and ? 9,000 cash. Mr Salomon also at this point paid off all the sole trading business creditors in full. Mr Salomon thus held 20,001 shares in the company, with his family holding the six remaining shares. He was also, because of the debenture, a secured cred itor.However, things did not go well for the leather business and within a year Mr Salomon had to sell his debenture to save the business. This did not have the desired effect and the company was placed in insolvent liquidation (i. e. it had too little money to pay its debts) and a liquidator was appointed (a court appointed official who sells off the remaining assets and distributes the proceeds to those who are owed money by the company, see Chapter 16). The liquidator alleged that the company was but a sham and a mere ‘alias’ or agent for Mr Salomon and that Mr Salomon was therefore personally liable for the debts of the company.The Court of Appeal agreed, finding that the shareholders had to be a bona fide association who intended to go into business and not just hold shares to comply with the Companies Acts. The House of Lords disagreed and found that- the fact that some of the shareholders are only holding shares as a technicality was irrelevant; the registration procedure could be used by an individual to carry on what was in effect aone-man business a company formed in compliance with the regulations of the Companies Acts is a separate person and not the agent or trustee of its controller.As a result, the debts of the company were its own and not those of the members. The members’ liability was limited to the amount prescribed in the Companies Act – i. e. the amount they invested. The decision also confirmed that the use of debentures instead of shares can further protect investors. Macaura v Northern Assurance Co. Mr Macaura owned an estate and some timber. He agreed to sell all the timber on the estate in return for the entire issued share capital of Irish Canadian Saw Mills Ltd.The timber, which amounted to almost the entire assets of the company, wasthen stored on the estate. On 6 February 1922 Mr Macaura insured the timber in his own name. Two weeks later a fire destroyed allthe timber on the estate. Mr Macaura tried to claim under theinsurance policy. The insurance company refused to pay outarguing that he had no insurable interest in the timber as the timber belonged to the company. Allegations of fraud were also made against Mr Macaura but never proven. Eventually in 1925 theissue arrived before the House of Lords who found that:The timber belonged to the company and not Mr Macaura Mr Macaura, even though he owned all the shares in the company, had no insurable interest in the property of the company just as corporate personality facilitates limited liability by having the debts belong to the corporation and not the members, it also means that the company’s assets belong to it and not to the shareholders. More modern examples of the Salomon principle and the Macaura problem can be seen in cases such as Barings Plc (In Liquidation) v Coopers ; Lybrand (No. 4) [2002] 2 BCLC 364.In that case a loss suffered by a parent company as a result of a loss at its subsidiary (a company in which it he ld all the shares) was not actionable by the parent – the subsidiary was the proper plaintiff. In essence you can’t have it both ways – limited liability has huge advantages for shareholders but it also means that the company is a separate legal entity with its own property, rights and obligations. Lee v Lee’s Air Farming Mr Lee incorporated a company, Lee’s Air Farming Limited, in August 1954 in which he owned all the shares. Mr Lee was also the sole ‘Governing Director’ for life.Thus, as with Mr Salomon, he was in essence a sole trader who now operated through a corporation. Mr Lee was also employed as chief pilot of the company. In March 1956, while Mr Lee was working, the company plane he was flying stalled and crashed. Mr Lee was killed in the crash leaving a widow and four infant children. The company as part of its statutory obligations had been paying an insurance policy to cover claims brought under the Workers’ Compens ation Act. The widow claimed she was entitled to compensation under the Act as the widow of a ‘worker’.The issue went first to the New Zealand Court of Appeal who found that he was not a ‘worker’ within the meaning of the Act and so no compensation was payable. The case was appealed to the Privy Council in London. They found that: the company and Mr Lee were distinct legal entities and therefore capable of entering into legal relations with one another as such they had entered into a contractual relationship for him to be employed as the chief pilot of the company he could in his role of Governing Director give himself order as chief pilot.It was therefore a master and servant relationship and as such he fitted the definition of ‘worker’ under the Act. The widow was therefore entitled to compensation. Separate legal personality and limited liability are not the same thing. Limited liability is the logical consequence of the existence of a separ ate personality. The legal existence of a company (corporation) means it can be responsible for its own debts. The shareholders will lose their initial investment in the company but they will not be responsible for the debts of the company.Just as humans can have restrictions imposed on their legal personality (as in the case of children) a company can have legal personality without limited liability if that is how it is conferred by the statute. CONCLUSION person is not artificial or fictitious but real and natural. The realist also contended that the From the discussion on jurisprudence theories of corporate personality by G. W Paton, it is observed that main arguments lie between the fiction and realist theories.The fiction theory claimed that the entity of corporation as a legal person is merely fictitious and only exist with the intendment of the law. On the other hand, from the realist point of view, the entity of the corporation as a legal law merely has the power to recogniz e a legal entity or refuse to recognize it but the law has no power to create an entity. Referring to the English company law case law, it can be seen that in most cases, the court adopted the fiction theory. Salomon v A Salomon Co Ltd is the most obvious example.It is also observed that fiction theory provide the most acceptable reasoning in justifying the circumstances whereby court lifted the corporate veil of corporation. If the entity of the corporation is real, then the court would not have the right to decide the circumstances where there is separate legal entity of the corporation should be set aside. No human being has the right to decide circumstances whereby the entity of another human being should be set aside. Only law has such privilege.Nonetheless, the realist contention that the corporation obtain its entity as a legal person not because the law granted it to them but because it is generated through its day to day transaction which are later accepted and recognized b y law also seem acceptable. Bibliography * A Text Book of Jurisprudence, 2nd Ed, by G. W. Paton * Corporate personality in the 20th century edited by Ross Grantham * Manupatra. com * Legalservicesindia. com * Westlaw. com ——————————————– [ 1 ]. Cf. A. Kocourek, Jural Relations (2nd ed. ), 57. [ 2 ]. Stokes, M. â€Å"Company Law and Legal Theory† in Twining, W. ed). Legal Theory and the Common Law. Basil Blackwell, Oxford, 1986, 155, 162. [ 3 ]. Salomon v A Salomon & Co Ltd [1897] AC 22 [ 4 ]. First National Bank v Bellotti (1978) 435 US 765 [ 5 ]. Mark, G. Op. cit. 1472. [ 6 ]. cf. Mills v Mills (1938) 60 CLR 150 [ 7 ]. Woytash, J. â€Å"We Must Stop Viewing Corporations as People† (1978) 64 ABAJ 814 [ 8 ]. Dan-Cohen, M. Rights, Persons, and Organizations. University of California Press, Berkeley, 1986, 5. [ 9 ]. Salomon v Salomon & Co. [1897] AC 22 [ 10 ]. Macaura v Northern Assurance Co. [1925] AC 619 [ 11 ]. Lee v Lee’s Air Farming [1961] AC 12