Business and IT Management

Question: Portray the accompanying focuses.. 1. Motivation behind the Paper 2. Significant Points/Arguments Presented 3. Approach Used 4. Issues and Questions Id Like to Bring Forward? Answer: 1. The 2014 SIM IT Key Issues and Trends Study: 1.2 Purpose of the paper: Since 1980, unique colleges have been putting forth joint attempt with the SIM (Society for Information and the board) so as to lead a review to discover the issues, which are looked by the IT administrators. With the progressing time, these examinations have been extended for the incorporation of the sourcing, workforce, execution, connections and other distinctive IT the board and authoritative practices. Significant focuses: Broadly concerned 2014 SIM IT Trends Study have concentrated on six key focuses Significant issues and worries on IT the board. Most significant advances and biggest IT venture. IT association, spending plan, staffing patterns and job. IT conveyance patterns. CIO time portion, residency, foundation, revealing connections and execution measures. Required abilities for the accomplishment of the CIOs, new IT recruits and mid-level IT proficient (Magretta and Stone, 2002). 1.3 Approach Used: With the advancement of this paper, It investigated that how IT administrators invest their energy and with whom, there are likewise an appraisal is done so as to make the unmistakable articulation about IT officials job. This investigation made the unmistakable distinguishing proof about the IT slants over the business. Here multi-layer study exertion is utilized to give the yearly depiction of the condition of the IT. Member of this SIM IT patterns examines are approached to pick up to three it the board issues structure s rundown of 40 most significant contemplations. Members are additionally solicited to look over a rundown from 47 advances up to three of their picked association (Kappelman, 2014). 1.4 Issues and questions I might want to present: What are the aptitudes required so as to meet the accomplishment of the association all in all? The concerned changes in IT needs? Difficulties looked by the CIO. 2. IT doesn't make a difference: 2.1 Purpose of the paper: IT is seen at its best in a progression of extensively embraced innovations that have been reshaping the business since most recent two centuries. There are such a significant number of focuses have come out in regards to the over interest in IT. In the two cases, people and organizations astonished by the boundless business prospects of new development of advances. The surge of the capital prompted huge flood and decimating situation for the whole business (G. Carr, 2003). 2.3 Important focuses: As significant focuses there are a few issues came out structure the investigation Spending should be less. Studies demonstrate that there are not very many organizations who posted great outcome with an immense measure of capital. Stream, doesn't lead. Sitting tight for a mechanically developed item can cause avoidance of having innovatively imperfect item. Need to concentrate on the vulnerabilities as opposed to circumstances (Davis, 2003). 2.4 Approach utilized: Approaches are utilized here purchase increasing comprehension upon how to reduce the use or flood of the capital. Systems must be utilized there so as to design the spending plan and generally hierarchical daily agenda. 2.5 Issues and questions I might want to bring: How secures law is shows the way to ponder the speculation? How the vulnerabilities should be distinguished? References Davis, C. (2003). Advancements procedures for assessing data innovation in business. Hershey, PA: IRM Press. Carr, N. (2003). IT Doesnt Matter. first ed. Kappelman, L. (2014). The 2014 SIM IT Key Issues and Trends Study. first ed. Magretta, J. what's more, Stone, N. (2002). What the board is. New York: Free Press.

Mall of America Case Study Example | Topics and Well Written Essays - 500 words

Shopping center of America - Case Study Example A portion of the models that the Mall of America ought to consider while adding new offices to its complex incorporate the retail blend offered and family center (Kotler and Keller, 2008). Past triumphs as of now demonstrate that the shopping center is an asylum for entire center, so new offices must have the option to add to the characteristics it as of now has. For instance, retail locations ought to be assessed relying upon the sort of administrations that it brings into the complex. For instance, if attire has just been cooked for, the complex should concentrate on getting new characteristics that guarantee that all parts of the shopper are secured. On diversion contributions, since the region of youngsters is as of now secured, the Mall of America ought to go for sexual orientation division. At long last, inns ought to have the option to offer elements like housing, which will be a factor for urging voyagers to visit the area. The Mall of America is now an immense accomplishment with the nearby individuals, however to expand its essence both for the neighborhood metropolitan guests and guests from outside, the shopping center ought to use the significance of advertising data. With explicit data from benefactors, the shopping center will have the option to make sense of any new needs that the buyers have, which will at that point be utilized to expand piece of the overall industry. The shopping center ought to likewise differentiate on item inclusion so as to cover whatever number socioeconomics as could reasonably be expected, which will likewise help in drawing in new customers and holding old ones from the city and outside.

Can Depression Make Your Period Late

Can Depression Make Your Period Late Depression Causes Print Can Depression Make Your Period Late? By Nancy Schimelpfening Nancy Schimelpfening, MS is the administrator for the non-profit depression support group Depression Sanctuary. Nancy has a lifetime of experience with depression, experiencing firsthand how devastating this illness can be. Learn about our editorial policy Nancy Schimelpfening Medically reviewed by Medically reviewed by Daniel B. Block, MD on January 28, 2020 twitter linkedin Daniel B. Block, MD, is an award-winning, board-certified psychiatrist who operates a private practice in Pennsylvania. Learn about our Medical Review Board Daniel B. Block, MD Updated on February 11, 2020 How Stress Impacts Your Health Overview Signs of Burnout Stress and Weight Gain Benefits of Exercise Stress Reduction Tips Self-Care Practices Mindful Living kyoshino / Getty Images There are many  reasons a womans period may be late or her cycle may go off schedule. An obvious one is pregnancy. Others include poor nutrition, excessive exercise, and long-term illness. A less obvious reason for amenorrhea or missing a period, however, is ?depression.?? The link between mental health and reproductive health makes sense when you consider that nature does everything it can to create favorable conditions for reproduction. If a woman is chronically stressed, anxious, sad, or upset, shes really not in a physical or emotional position to go through a pregnancy and then take care of and nurture a child. Under these less than ideal conditions, the female reproductive system can shut down. How Depression Affects the Menstrual Cycle The stress hormone  cortisol is primarily responsible for changes in a womans cycle when shes depressed. As cortisol levels rise in response to stress, the hypothalamus, an organ in the brain that plays an important part in regulating the reproductive system, stops sending signals to the ovaries to do their job.?? Without this signal, ovulation (the monthly release of an egg from the ovary) is either delayed or stopped altogether. The result is a late period or sometimes no period at all. The medical term for absent periods when theres no pregnancy is amenorrhea, which also can be caused by health issues other than stress including problems with the hypothalamus, the pituitary glands, the ovaries, the uterus, or the vagina. Pinpointing the Cause When You Miss a Period Of course, the first thing you should do if your period is late is to take a pregnancy test, which can be accurate as early as the first day of your missed period. If its negative and you dont get your period in a few days  or you completely skip it that cycle, or if youre having chronic problems with menstruation, make an appointment to see your gynecologist. Shell likely do a repeat pregnancy test. If its negative, shell move on to some basic evaluations such as asking you about your  medical history, doing a pelvic exam, and taking blood samples to check your hormone levels. Diagnostic Tests Depending on what these preliminary tests reveal, plus other basic factors such as your age, she may move on to more specific diagnostic methods, which may include: Genetic testing to see if you have fragile X syndromeChromosome evaluation to look for chromosomal variations such as Turner syndromeAn ultrasound computed tomography (CT) scan or magnetic resonance imaging (MRI) scan to make sure your reproductive organs are normalAn MRI to check for a pituitary tumorA hysteroscopy to examine the inside of your uterus Is Depression the Problem? Amenorrhea caused by chronic stress and depression is called hypothalamic amenorrhea. If you tend to eat more or less than usual when youre depressed and have gained or lost weight, that also could play a part in your menstrual irregularities. If your doctor has determined that depression is behind your late or missed periods, getting back on track will be a matter of finding an effective way to reduce your stress and treat your depression. Treatment Options There are many different ways to treat irregular or absent periods depending on your overall mental health and menstrual irregularities. This can include a wait and see approach (if its only happened a handful of times), stress management strategies, therapy, and/or prescription medication. Consult with your gynecologist or mental health care professional to determine the type of treatment plan thats best for your physical and mental health. Lifestyle Changes Making an effort to manage stress will reduce your risk of becoming depressed and missing your period. In addition to eating a well rounded diet and practicing good sleep hygiene, try to incorporate stress-lowering activities into your day. While there isnt a one size fits all option when it comes to stress relief, a few ideas to consider include: YogaMeditationDeep breathingLight exercise (such as walking)JournalingSupport groups (online or in-person) 17 Highly Effective Stress Relievers Prescription Medication An antidepressant, such as Prozac (fluoxetine) or Zoloft (sertraline), can be an effective way to relieve symptoms of depressionâ€"but its not right for everyone. In addition to possible side effects, some antidepressants can even cause your period to be late or delayed. You may even be prescribed oral contraceptives  to create a regular schedule of withdrawal bleeds, however, combination birth control pills have been linked to depression, so make sure to alert your doctor to your mental health history. It may take some trial and error, but it is possible to get back to feeling normal and your body back to functioning normally. Do You Know About All the Treatment Options for Depression?

Human Trafficking, the Modern Slavery - 1034 Words

Global Perspectives Essay #2 Human Trafficking Causes and Effects Human Trafficking, The Modern Slavery Introduction Human trafficking is a big problem all around the world. Every year, thousands of men, women and children are kidnapped by traffickers, and forced into sexual exploitation and slavery. In this essay, I will talk about the causes of human trafficking and what effects it has on the victims, families, and society. Causes The cause of human trafficking is mainly the organized criminals that kidnap and abuse the victims. Their main purpose is to get rich by exploiting people. These people usually are cold-hearted and they do not have any morals or sense of social justice. Another reason that causes human†¦show more content†¦In 2004, the police had estimated that more than 50,000 Vietnamese women and girls under the age of under 18 had been victims of human trafficking, and the number is getting higher every year. http://www.globalexchange.org/country/vietnam/trafficking Effects There are lots of effects on the victims of human trafficking, mostly psychological and physical problems. There will also be health effects on the victims. Psychological effects could be even worse than physical effects as the victims will suffer from lack of self-esteem, emotional disturbance, depression, and they could even be scarred for life. This problem could lead to suicide. Health effects are also very serious. The victims who are involved in sexual exploitation can easily be infected by diseases such as HIV/AIDS. These diseases can then be passed onto their future partners (http://www.buzzle.com/articles/effects-of-human-trafficking.html) The families of the victims of human trafficking will be affected. The families would be completely broken and it will also affect their whole life, losing one of their loved ones. The society would be affected as well. This generation, people do not really do anything to prevent human trafficking. They do not help. Therefore, people now will always think that it is not their problem, so they do not have to worry. The society is getting worse and worse, and more selfish. Conclusion This essay shows theShow MoreRelatedHuman Trafficking Is The Modern Slavery1415 Words   |  6 Pages When forced into sex trafficking statistics state that 67 percent of prisoners are forced into labor, 55 percent are women and girls, and 26 percent are children that endure the conditions and harshness of this generation s modern slavery. Human trafficking is the modern slavery throughout the globe and 27,000 cases have been reported to the NHTRC hotline in the last eight years alone (Human Trafficking). Human trafficking is of all ages, all genders, and anyone can be forced into the labor. ThereRead MoreModern Slavery : Human Trafficking1204 Words   |  5 PagesOur nation has had many encounters with the world’s most horrifying phenomenon, modern slavery, also known as human trafficking. Modern slavery consists of people being taken away by force or unknowingly of the situation to become exploited in many ways no matter the age, ethnicity, or color of the skin (DEF). Not only has it become a disgusting wicked disease but, it has taken over the country’s freedom. We as people living in the United States are guaranteed â€Å"freedom†, which isn’t true in the absoluteRead MoreHuman Trafficking Is A Form Of Modern Slavery906 Words   |  4 Pages Human Trafficking Have you ever heard about human trafficking? Some people would say that human trafficking is no more in this world because now everyone become educated they themselves became victim. Others would say that human trafficking is illegal business, human being sale human being. Even I did not believe that human trafficking was here in the United States, but human trafficking was all over the world. â€Å"Trafficking in human beings is a dressing phenomenonRead MoreModern Day Slavery: Human Trafficking 866 Words   |  4 PagesBlood Borne Connections.) Human trafficking is the modern day slavery, it involves taking control over a person through force, fraud or coercion to exploit the victim for forced labor, sexual exploitation. or both (â€Å"What† par.1). This is become the sad reality for many, approximately three out of every 1,000 people worldwide are being forced into this such slavery. Victims of human trafficking are people of all backgrounds and ages, no one is safe from the dirty hands of human traffickers. Every yearRead MoreHuman Trafficking : Modern Day Slavery1244 Words   |  5 Pages Human trafficking Around the world human trafficking happens around us without us noticing or realising what is happening. Modern-day slavery exists around the world and it is known today as human trafficking or trafficking in persons. So, what is human trafficking and why don t many people seek for help or go to athoughty ? Well human trafficking is modern-day slavery and involves the use of force, fraud, or coercion to obtain some type of labor or commercial sex act. Every year millionsRead MoreHuman Trafficking : The Post Modern Slavery?1353 Words   |  6 PagesName: Lara Kochenborger Professor: LaChe Pool Subject: English Date: February 19, 2016 Human Trafficking: The Post-Modern Slavery? Introduction: Human trafficking, being such a hideous crime, that privates people from their right to freedom, is not only largely hidden, but the victims are also often forgotten; could be extinguished if the problem received more attention by the authorities. Being a crime that exists since the beginning of the times, we should expect to see more actionRead MoreHuman Trafficking And The Modern Day Slavery Essay1006 Words   |  5 Pagesfield of criminal justice, and is known as the modern day slavery. This paper will also discuss the globalization in human trafficking. The study examines the impact of economic globalization on the human trafficking inflows around the world. This paper will begin by providing the definition of what human trafficking and globalization is, and how it works within the context of law enforcement. The history of human trafficking and how human trafficking is effecting societies across the world. ThisRead MoreHuman Trafficking And Modern Day Slavery Essay1390 Words   |  6 PagesHuman Trafficking There is an ever growing problem that is coursing the world. Every day 3,287 people are sold or kidnapped, and are forced into slavery. (Human Trafficking Statistics Reports 2012) Most people do not realize that modern-day slavery happens closer to home than they think. 14,000-17,500 is the estimated number of people trafficked into the United States each year. (Human Trafficking Statistics Reports 2012) The government has tried to reduce this problem as well as everyday peopleRead MoreHuman Trafficking Is A Modern Form Of Slavery2527 Words   |  11 Pages Human Trafficking is one of the 3 largest criminal industries that take advantage of victims through slavery, organ trade, sexual exploitation and forced labor. Usually a victim is legally transferred to another country so that the people of this crime are benefited financially. Human Trafficking has become a modern form of slavery. When people hears the word ‘slavery,’ it is a harsh reality for many people who find s themselves bought and sold like objects, and treated with no dignity. Human TraffickingRead MoreHuman Trafficking : Modern Day Slavery1604 Words   |  7 PagesHuman Trafficking One of the most serious crimes worldwide, human trafficking is the buying, selling, and transportation of people for the use of sexual exploitation, forced labor, or organ removal. â€Å"Human trafficking is modern-day slavery and involves the use of force, fraud, or coercion to obtain some type of labor or commercial sex act.† (What is human trafficking Homeland) It happens in the United States and foreign countries. Many people do not see it happening, but in fact it is happening

Example Of Pop Art Sculpture - 788 Words

Pop Art Sculpture As you may know Pop Art was a popular art movement. You probably know it mainly for different types of photographs in a way. Like Andy Warhol who has colorful portraits and different types of subjects. Like the red Elvis, Campbell’s soup can and many others. But you may have not really known that there is Pop Art Sculptures. I have seen a few around and of course I have seen pictures but I never really put it together that it was part of an art movement at the time. One really famous pop art sculpture that everyone may know very well is Robert Indiana’s LOVE sculpture which is located in New York City. You may have seen it in person but if not I’m sure that you may have at least seen it in a photograph. The LOVE†¦show more content†¦Mirror/Mirror-Table/Table by Richard Artschwager (1964) Neo-Pop Art This art movement is a postmodern movement from the 1980s. It refers to artist that were influenced by the Pop Art Movement. Jeff Koons is known for his kitsch style. A little background is he studied at Maryland Institute College of Art in Baltimore and the school of the Art Institute of Chicago. Then he ended up receiving his BFA from Maryland Institute College of Art 1976. Known for some of is iconic sculptures Rabbit and Balloon Dog as well monumental floral sculpture Puppy. So after doing some of the research for the Neo Pop Art I noticed that there were some different types of ways you can I guess consider it. With just it being different type of designs. With Koon’s he does sculptures as well as floral type sculptures. With this art movement I think it’s neat to see the difference between Neo Pop Art and just Pop Art and see the different types of art that each of them have and to see if there similar and different in any ways. Balloon Rabbit Mirror-polished stainless steel with transparent color coating Jeff Koon’s So for the creating your own piece of work. I tried to do something with the neo pop art in a way. Now I realize that it might be more considered just Pop Art but I wanted to try something. When I first started working on creating my own work of art I had the Neo Pop art in mind while creating. For the piece that I did I worked and created it inShow MoreRelatedThe Museum Of Modern Art Christmas Card1712 Words   |  7 Pages While the LOVE sculpture is in fact a sculpture, it actually originated as a print image for the Museum of Modern Art Christmas card in 1964. Shortly after it became a popular postage stamp, while finally becoming a sculpture in 1970. The idea behind this work of art originated when the Museum of Modern Art asked Indiana to design a Christmas card. He reflected upon his nomadic childhood, remembering posters he had frequently seen at a Christian Science churches with the words â€Å"God is love (RobertRead MoreDo A Work Of Fine Art?1157 Words   |  5 Pageswork of fine art. What came to mind? Was it a painting by Van Gogh, or Andy Warhol’s Campbell’s Soup Cans, a current pop song, or a symphony by Beethoven, a piece of literature authored by Emily Brontà «, or one by the Kardashians? Due to its objectivity, art is all encompassing: It can be anything created, written, performed, or photographed within which someone finds beauty. Conversely, fine art is exclusive and elite as evidenced by its’ name and the distinction between itself and art as a whole.Read MoreThe Developments Of The Twentieth Century Essay1603 Words   |  7 Pagesmodern capitalism giving rise to popular culture. There have been significant changes to the art world, as the changing environments and culture led traditional modes of art to become modernized and radical. The emergence of the anti-aesthetic was key to these developments, challenging society the conventions of traditional â€Å"high art†. The change in medium-specificity also questioned society as to what defined art? 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The Movement Pop Art was named by the art critic Lawrence Alloway. At first the public didn t accept Pop Art as a form of art. It was later accepted by many critics. The critics felt it showed thatRead MoreArt Reflection : Sun Dealed By Kenneth Nelson871 Words   |  4 Pagesassignment is, Kenneth Nelson, the title of his artwork â€Å"Sunburst† is a sculpture piece. 2. There’s not much history about this art work that I selected, only on the artist himself. Kenneth worked in the steel industry for a couple of years, so it would be safe to say that metal sculptures stuke an interest in him . He may have wondered what he could do with allRead MoreEssay on Cultures Influences on Art1453 Words   |  6 PagesCultures In fluences on Art With changes in culture, come changes in art. Throughout history, artworks have been produced as an imitation of the culture and society in which they were created. The cultural frame examines the meaning of artworks in relation to the social perspective of the community from which it grows. A reflection can be seen in Manet’s realist artwork of OlympiaRead MoreArts 125 Week 52067 Words   |  9 PagesArt And Culture ARTS 125 Art and Culture Since the beginning of time, artists have labored extensively to find innovative ways to convey sentiment, passion, and feeling. Telling stories and trying to unlock the minds of people through different avenues of artistic labors. Art touches and affects people in unique ways; it can have special or unusual meaning on the person depending on how one views it. Artists’ rendering of their art is interpreted in numerous ways by others who view it unlessRead MoreArts 125 Art and Culture Week 52060 Words   |  9 PagesArt And Culture Art and Culture Since the beginning of time, artists have labored extensively to find innovative ways to convey sentiment, passion, and feeling. Telling stories and trying to unlock the minds of people through different avenues of artistic labors. Art touches and affects people in unique ways; it can have special or unusual meaning on the person depending on how one views it. Artists’ rendering of their art is interpreted in numerous ways by others who view it unless it isRead MoreThe Scientific And Ethical Considerations Of Art Technology2560 Words   |  11 Pageshelp shape society in that specific period of time. I will also discuss some of the new technological advancements in painting and other forms of art. I will go over the sociological and ethical considerations of art technology. This paper will also discuss the various paintings that were either influential or controversial for society as well as art that has been censored. Finally I will summarize my thoughts and findings and c onclude my overall opinions on the technology of paintings. Technologies

Business Association Outline Free Essays

string(557) " apparent authority to bind the principal when the principal acts in such a manner as would lead a easonably prudent person to suppose the agent had the authority he purports to exercise Absent knowledge on the part of the 3rd parties to the contrary, an agent has apparent authority to do those things, which are usual and proper \(custom\) to the conduct of the business that he is employed to conduct Principal can protect itself from agents action by hiring well, training agents, communicating to known 3rd parties, giving accurate titles to agents 3\." I. Agency (Chapter 1) A. Who is an Agent i. We will write a custom essay sample on Business Association Outline or any similar topic only for you Order Now Agency Definition Agency is a fiduciary relationship which results from the manifestation of consent by one person to another that the other shall act on his behalf and subject to his control and consent by the other to so act. 1. Contractual relationship is not necessary, nor do either need to receive compensation 2. Agent – the one to act 3. Principal – the one for whom action is taken 4. Agency means more than mere passive permission; it involves request, instruction, or command 5. Agency cannot exist when it is against public policy or illegal 6. Agency is like an enforceable contract (offer + acceptance) but does not require consideration 7. 3 Different forms of agency: (1) Principal-Agent; (2) Master-Servant; (3) Employee-Employer or independent contractor 8. Principal cannot delegate a non-delegable act ii. Allocation of risk and responsibility based on principals of agency 1. A way to get someone to act on behalf of another 2. Agency allows things to get done in a way that otherwise is not possible 3. Agents are force multipliers which allows a concentration of resources behind a collective purpose Principal-Agent-Third Party (PAT) Triangle 1. Principal is typically the lowest cost avoider and in the best position to mitigate damages 2. Agent – one authorized to act for another 3. Third Party – what does this party â€Å"see†? would a reasonable person believe that the agent had authority to bind the principal Gorton v. Doty Facts: Gorton injured in an automobile accident after Doty loaned her vehicle to coach to transport Gorton and others to football game ROL: An agency relationship results from one person’s consent that another will act on his behalf and subject to his control and the other person’s consent so to act Gay Jenson Farms Co. v. Cargill, Inc Facts: Plaintiffs entered into grain contracts with Warren Grain Seed Co. , which was financed and controlled by Cargill, Inc. , a separate entity ROL: A creditor who assumes control of his debtor’s business may become liable as principal for the acts of the debtor in connection with the business 1. One who contracts to acquire property from a third person and convey it to another is the agent of the other only if it is agreed that he is to act primarily for the benefit of the other and not for himself 3 Factors indicating that one is a supplier, rather than an agent: (1) that he is to received a fixed price for the property irrespective of the price paid by him – most important factor; (2) that acts in his own name and receives the title to the property, which he is to transfer; (3) that he has an independent business in buying and selling similar property Existence of agency may be proved by circumstantial evidence which shows a course of dealings between two parties Criticism and recommendations could be viewed as control B. Liability of Principal to Third Parties in Contract 1. Actual Authority (Express Implied) Actual Authority: Agent must believe there is authority to act for the principal, must look through the eyes of the agent using reasonable person (RPP) stand ard Express Authority Express Authority: affirmative statement of authority to act, given either orally or in writing. Principal can mistakenly grant express, actual authority, but authority must be given either orally or in writing Implied Authority implied authority: is actual authority circumstantially proven which the principal actually intended the agent to posses and includes such powers as are practically necessary to carry out the duties actually delegated. Look through the agent’s eyes- does the agent reasonably believe she is acting within the scope of the authority 3 ways implied actual authority can arise 1. Incidental – absent a clear, contrary instruction by the principal, the agent can use all reasonable means necessary to carry out the goals of the agency 2. Custom – if it is customary in an industry for an agent to have certain authority, but the agent cannot unilaterally expand the agent’s authority 3. Pattern of conduct between principal and agent- if principal fails to object to known actions of agent Mill Street Church of Christ v. Hogan Facts: Hogan was injured after he was hired by church employee to paint the inside of the church ROL: Actual authority exits until it is revokes, i. e. must be communicated. Implied authority is actual authority that is proven circumstantially to indicate that the principal intended to delegate powers to the agent that are necessary for carrying out the agent’s duties, and one major circumstantial factor is prior work performed by agent for principal. 2. Apparent Authority Apparent authority is authority the agent is held out by the principal as possessing. It is a matter of appearances on which a third party comes to rely Person alleging agency and resulting authority has the burden of proving that it exist based on the totality of the circumstances (TOC) a mere statement cannot prove agency, but it can be established by circumstantial evidence including the acts and conduct of the parties such as the continuous course of conduct of the parties covering a number of successive transactions 3 Ways to Create Apparent Authority 1. Direct communication (or conduct) by the principal to the 3rd party that the agent has actual authority, even though the agent does not. 2. Inaction by the Principal: principal must deny the authority, when he does not, then apparent authority is created 3. custom: certain positions involve generally recognized duties that include certain authority. Two ways to create: (1) 3rd par has to know that the principal placed the agent in a particular position; or (2) must be customary for an agent in that position to enter into the type of agreement in question. Three-Seventy Leasing Corporation v. Ampex Corporation Facts: 370 Leasing executed a document provided by an Ampex Corp representative for the purchase of computer leasing equipment, but Ampex never executed the document ROL: an agent has apparent authority to bind the principal when the principal acts in such a manner as would lead a easonably prudent person to suppose the agent had the authority he purports to exercise Absent knowledge on the part of the 3rd parties to the contrary, an agent has apparent authority to do those things, which are usual and proper (custom ) to the conduct of the business that he is employed to conduct Principal can protect itself from agents action by hiring well, training agents, communicating to known 3rd parties, giving accurate titles to agents 3. You read "Business Association Outline" in category "Papers" Inherent Authority Inherent Authority: power of agent which is not derived from authority (actual or apparent), but solely from the agency relation and exists for the protection of persons harmed by or dealing with a servant or other agent PAT Triangle 1. Looking through the eyes of the agent – agent did not have actual authority. Agent holding out not required. 2. Looking through the eyes of the 3rd party – the 3rd party did not know the agent was working for the principal; therefore, no apparent authority 3. rd party can avoid the situation, although economically inefficient, the principal is in a better position to avoid the appearance of authority Holding out: where the principal holds out th e agent to the public as one having authority to act for the principal. 3rd party must have knowledge of both the principal, the agent, and the P-A relationship in order to have a holding out. Inherent authority is about economic efficiency- who should bear the loss? the lowest cost avoider; the party who could have most beared the cost. an undisclosed principal is subject to liability to a 3rd party who is justifiably induced to make a detrimental change in position by an agent on the principal’s behalf without actual authority Watteau v. Fenwick Facts: Humble operated Fenwick’s tavern under Humble’s name and credit. Humble purchased goods from Watteau without Fenwick’s express authority ROL: When a principal is undisclosed to 3rd parties, the actions taken by an agent in furtherance of the principal’s usual and ordinary business binds the principal. Risk of loss in on the principal Restatements a. becomes the enunciation of the rules and if adopted by statues, they form a standardized or form contract and applies by operation of law; rules and the parties can modify rule through own agreements b. 3 Transactional costs: (1) the cost to â€Å"get the job done,† what does it cost to complete the entire transaction; (2) the cost above and beyond the services/goods one is seeking; (3) the restatements provide certainty and uncertainty results in severe transactional cost c. principals of economic maximization – get the most out of it Agency a. most common business association is agency b. person includes natural persons, but also includes legal persons such as corporations , partnerships, non-natural people, NGO, legal personage c. An agent’s consent can be inferred from conduct d. Burden of proof (by mere preponderance of the evidence) falls on the party claiming that an agency relationship exists. (i) consideration is not needed; (ii) does not need to be formal or in writing, can be established through conduct; (iii) legal capacity is not necessary to form an agency relationship; i. e. , minor, as an agent, can enter into a contract on the principals behalf to bind the principal e. an agency relationship can exist even where the parties did not want, nor intend, that such a relationship to exist f. On behalf of the principal (i) agent must act primarily for the benefit of the principal; (ii) must be the expectation that the acts of the agent are on behalf of the principal; (iii) must be the expectation that the acts of the agent are on behalf of the principal; (iv) Can have an agency even where the agent is not producing a benefit for the principal–no particular result is required g. Control: if the principal specifies the task the agent performs that is sufficient for control to be present; very little control is needed. C. Liability of Principal to Third Parties in Tort 1. Servant Versus Independent Contractor ROL: A master is liable for the torts of its servants under the doctrine of respondent superior. A master servant relationship exists when the servant has agreed to work on behalf of the mater and subject to the master’s control or right to control the physical conduct of the servant 3 Important actors of business relationships: (1) duration; (2) control ( more control–less liability protection); (3) risk of loss and return (existence of independent contract reduces risk) The test of an independent contractor applies to whether the company has retained the right to control the day to day operations of the service station: control or influence over results alone being viewed as insufficient Humble Oil Refining Co. v. Martin Facts: Martin was injured by a vehicle that rolled away from the service station owned by Humble Oil Refining Co, but operated by another under contract ROL: Determining whether a master-servant relationship exists, rather than an independent contractor relationship, is a question of fact that will be answered in the affirmative when the master exerts a considerable amount of control over the responsibilities of the servant Hoover v. Sun Oil Company Facts: Hoover was injured when his car caught fire while a service station employee was fueling it. ROL: A master-servant relationship does not exist when an independent contractor controls the day-to-day operations of the entity that is responsible for damages suffered by a plaintiff. Restatement of Law (Second) Agency  § 220, Definition of Servant The principal is only liable for the actions of servant/employee Before assigning liability to the master must determine if the servants conduct is within the employment scope. In determining whether one acting for another is servant or independent contract, the following 10 matters of fact, among others are considered: 1. the extent of control which, by agreement, the master may exercise over the details of the work 2. whether or not the one employed is engaged in a distinct occupation or business 3. he kind of occupation, with reference to whether, in the locality, the work is usually done under the direction of the employer or by a specialist without supervision 4. the skill required in the particular occupation 5. whether the empl oyer or the workman supplies the instrumentalities, tools, and the place of work for the person doing the work 6. the length of time for which the person is employed 7. the method of payment, whether by time or by job 8. whether or not the work is part of the regular business of the employer 9. whether or not the parties believe they are creating the relation of master and servant 10. whether the principal is or is not a business 2. Scope of Employment servant’s acts may be within the scope of employment although consciously criminal or tortious, but serious crimes are outside the scope. a servant’s use of force against another is within the scope of employment if the use of force is not unexpected by the master such as a bouncer a single comment by a customer does not justify imposition of liability on the employer Manning v. Grimsley Facts: Grimsley threw a baseball at Manning in response to Manning’s heckling at a baseball game ROL: to recover damages from an employer for injuries from an employee’s assault, the plaintiff must establish that the assault was in response to the plaintiff’s conduct that was presently interfering with the employee’s ability to perform his duties successfully. Presently interfering test: the interference may be in the form of an affirmative attempt to prevent an employee from carrying out his assignments D. Fiduciary Obligation of Agents (Duties During Agency) Under an agent’s fiduciary duty to the principal, the agent is bound to the exercise of the utmost good faith and loyalty so that the agent did not act adversely to the interests of the principal by serving or acquiring any private interest of the agent or a third party from which the agent gets a benefit, i. e. , kickback Agent is bound to act for the furtherance and advancement of the interest of the principal General Automotive Manufacturing v. Singer Facts: Singer while employed by General Automotive Mfg, Co. secretly concealed profits earned by accepting personal orders from the plaintiff’s customers ROL: An employee will be held to his or her contractual duty of loyalty, and their fiduciary duty would forbid them from engaging in activities that are competitive wi th their employer. Agent is only entitle to received what the agent agreed to receive from the principal, secret profits are illegal If the principal knows and acquiesces to the agent’s act of acquiring and furthering private interests of the agent that are similar to or the same as the principal’s interests, then the agent will not be found to have breached the agent’s fiduciary duty to the principal II. Partnerships (Chapter 2) A. What is a partnership? And Who are Partners? 1. Partners compared with Employees Partnership is an association of two or more persons to carry on as co-owners of a business for profit Burden to establish partnership is upon the one upon who alleges the partnership exists Totality of the Circumstances To Establish a Partnerships Court Looks at 8 Elements: 1. intention of the parties, agreement is evidential, but not conclusive 2. Right to share profits, evidential, but not conclusive. Strongly indicative of a partnership. No inference of partnership shall be inferred where received in payment as wages of an employee 3. obligation to share in losses 4. ownership and control of the partnership property and business 5. Community of power in administration – Control is strongly indicative of a partnership 6. Language in the agreement, either including or excluding one from the benefits or obligations of the partnership 7. Conduct of the parties toward the third person 8. Rights of the parties on dissolution Fenwick v. Unemployment Compensation Commission Facts: Cheshire and Fenwick entered into a partnership agreement regarding salon, pursuant to which Fenwick contributed all capital investment, possessed exclusive control over the management of the business, and bore the risk of all business losses. ROL: the sharing of profits does not alone create a partnership, despite the parties’ intentions 2. Partners versus Contract Southex Exhibitions, Inc. v. Rhode Island Builders Assoc. , Inc. Facts: Rhode Island Builders replaced Southex Exhibitions as the promoter of its home how after termination a contract it had entered into with the plaintiff’s predecessor ROL: Profit sharing alone insufficient to establish a partnership, rather the court must assess the totality of the circumstances–mutual control, contributions of valuable property by both parties, shared profits B. The Fiduciary Obligations of Partners Meinhard v. Salomon Facts: Salmon terminated a lease belonging to his joint venture with Meinhard to enter into a new lease on behalf of his solely owned business. ROL: partners owe one another (1) the highest fiduciary duty of loyalty while the enterprise is ongoing, including as well (2) the duty of good faith and (3) duty to disclose. this ROL lowers transaction costs A trustee is held to something stricter than the morals of the market place- at a minimum there must be disclosure Meehan v. Shaughnessy Facts: Plaintiffs, James Meehan and Leo Boyle, left the law firm of the Defendants, Maurice Shaughnessy et al. Plaintiffs wanted money they believed was owed to them under their partnership agreement, and Defendants countered that Plaintiffs violated their fiduciary duty and interfered with Defendants’ business ROL: a partner has an obligation to provide true and full information of all things affecting the partnership to any partner ROL: Partners owe each other a fiduciary duty of â€Å"the utmost good faith and loyalty. As a fiduciary, a partner must consider his or her partner’s welfare, and refrain from acting for purely private gain-the partners cannot improperly lure away clients from the partnership ROL: fiduciaries may plan to compete with the entity to which they owe allegiance, provided that in the course of such arrangement s they do not otherwise act in violation of their fiduciary duty Constructive trust – created by operation of law as a result of breach of a fiduciary duty by a partner, what money the partner received by the bad acts is held in â€Å"trust† for the partnership Fiduciary duties can be varied by the parties by contract Lawyers Departing from a partnership may (1) take steps to locate office space, secure financing, and alternative affiliations; (2) inform clients about departure from the partnership and the new practice but cannot solicity clients; (3) lawyer can remind client to retain counsel of the client’s choice; (4) refrain from competing before disassociation 603(b)(3) 403(c)(2) 404(b)(3) 603(b)(2) C. The Rights of Partners in Management 1. All partners are jointly and severally liable for the acts and obligations of the partnership. 2. Creditors can collect full amount of judgment against any individual partner. However if one partner pays more than his fair share, the partner can seek contribution from the other partners National Biscuit Company v. Stroud Facts: Freeman purchased bread from National Biscuit Co. , although his partner, Stroud, had informed Freeman and the plaintiff that he would not longer be responsible for additional bread purchases ROL: the acts of a partner, if performed on behalf of the partnership and within the scope of its business, are binding upon all co-partners ROL: every partner is an agent for the partnership with actual authority by the agent to bind the principal, i. e. the partnership. A partner cannot restrict the power and authority of a partner from pursing a going concern for the partnership, if such purchases are an ordinary matter connected with the partnership business unless there is a majority consent by the partners-50% is not enough In the absence of a partnership agreement, partners will have an equal vote in the management of the partnership Difficult for partnerships to remove apparent authority because it is hard to find all creditors to put them on notice that a partner does not have the authority to bind the partnership D. Partnership Dissolution – The Right to Dissolve Owen v. Cohen Facts: Respondent Russ Owen and Appellant Israel Cohen entered a partnership agreement to run a bowling alley. Within a few months Respondent moved for a dissolution of the business once the partners’ relationship turned sour. ROL: Courts of equity may order the dissolution of partnership where the quarrels and disagreements are of such a nature and to su ch an extent that all confidence and cooperation between the parties has been destroyed or if a partner’s misbehavior materially hinders the proper conduct of the partnership’s business. E. Limited Partnership Limited Partnership – a voluntary agreement entered into by two or more parties where one or more general partners are responsible for the enterprise’s liabilities and management and the other partners are only liable to the extent of their investments General Partnership – a voluntary agreement entered into by two or more parties to engage in business whereby each of the parties share in any profits and losses equally and each participates equally in the management of the enterprise A limited partner shall not become liable as a general partner unless in addition to the exercise of his rights and powers as a limited partner, he takes control of the business. Limited partner – investment is passive General Partner – directing management and control of firm If a limited partner takes part in the control of the business and is not a general partner, the limited partner is only liable to persons who transact business with the limited partnership and wh o reasonably believed based on their conduct, that the limited partner is a general partner. Holzman v. DeEscamilla Facts: The appointed trustee of a bankrupt estate, Plaintiff Lawrence Holzman, brought this action to hold Defendants, Ricardo de Escamilla et al. liable as general partners of the business at issue ROL: if a limited partner exercises control over the business he becomes a general partner and loses any limited partnership protection III. Corporations (Chapter 3) A. The Nature of the Corporation a. Shareholders are the owners of the corporations with 2 fundamental rights: (1) residual value of the firm and (2) elect the member of the board of directors b. Directors are (1) elected by shareholders based on the shareholders percentage of ownership (proportional); (2) have a fiduciary duty to manage the firm on behalf of the shareholders; and (3) may have a responsibility to 3rd party by statute c. Officers (CEO, CFO, CO, etc. ) are (1) hired by the board of directors for day to day operations; (2) responsible to the BOD for day to day operations for the benefit of the shareholders; and (3) the certificates of incorporation or bylaws will define which roles are officer positions d. Promoters: (1) people who are doing the work to create the corporation; (2) before certificate of incorporation creates shareholders, directors, and officers; and (3) can become a shareholder, director, or officer e. 3rd Parties: something impacted by the corporations including customers, suppliers, vendors, government, environment B. Promoters and the Corporate Entity Corporation: A distinct legal entity characterized by continuous existence; free alienability of interests held therein; centralized management; and limited liability on the part of the shareholders of the corporation Southern-Gulf Marine Co. No. 9, Inc. v. Camcraft, Inc. Facts: Plaintiff, Southern-Gulf Marine Co. No. 9, Inc. , contracted with Defendant, Camcraft, Inc. , to buy a supply vessel from Defendant. Defendant refused to comply with the agreement, arguing that the contract was invalid because Plaintiff was not incorporated in Texas as the initial agreement stated. ROL: where a party has contracted with what he acknowledges to be a corporation, he is estopped from denying the existence or the legal validity of such a corporation C. The Corporate Entity and Limited Liability Corporate veil Corporate veil – refers to the shielding from personal liability of a corporations officers, directors, or shareholders for unlawful conduct engaged in by the corporation when corporate formalities are respected, the corporate veil will be left intact courts will disregard the corporate veil whenever necessary to prevent fraud or to achieve equity Corporate veil makes risk finite in terms of liability to that which is invested to encourage investors to invest in those with managerial skills and contribution of capital into the business The combination of capital and managerial expertise is key to effective business operation Piercing the corporate veil is an act of equity Walkovszky v. Carlton Facts: A pedestrian struck by a taxicab sued the corporation in whose name the taxi was registered, the cabdriver, nine corporations in whose names other taxicabs were registered, two additional corporations, and three individuals. ROL: An individual can be held liable for the acts of a corporation through the doctrine of respondeat superior if it can be shown that the individual used his control of the corporation for personal gain. a. pon the principal of respondeat superior, the liability extends to negligent acts as well as commercial dealings b. however, where a corporation is a fragment of a larger corporation combine which actually conducts the business, a court will not pierce the corporate veil to hold individual shareholders liable Under capitalization is a value judgment Sea-Land Services, Inc. v. Pepper Source Facts: Plaintiff corporation, Sea-Land Services, Inc. , delivered a shipment of peppers for Defendant, Pepper Source, but was never paid and Pepper Source was dissolved before judgment could be enforced against it. Plaintiff wanted to hold Pepper Source and the other Defendants, Gerald Marchese and other corporations he controlled, liable. ROL: Van Dorn Test: In order to pierce the corporate veil and impose individual liability, a creditor must show (1) that there was such a unity of interest between the individual and the corporate entity that separate identities no longer existed, and (2) that a failure to do so would promote â€Å"injustice† or sanction a fraud in some way beyond simply leaving a creditor unable to satisfy its judgment 4 Factors in evaluating the unity of interest: (1) failure to maintain adequate corporate records or comply with corporate formalities; (2) commingling of funds or assets; (3) undercapitalization; (3) one corporation treating the assets of another corporation as its own Possible for one corporation to be liable for the acts of another through a piercing of the corporate veil, in this case there was a reverse piercing, must initially pierce the corporate veil to get to the other corporation. Reverse piercing puts Sea-Land into the position of a debtor instead of shareholder and would have a higher priority to receive funds Commingling assets- combining of money or property into a joint account or asset An unpaid judgment is insufficient to pierce a corporate veil- must examine to see if he shareholder treated the corporation as something different Fulfilling corporate niceties are a transactional cost to the business Frigidaire Sales Corporation v. Union Properties, Inc. Facts: Frigidaire Sales Corp, a creditor of Commercial Investors, a limited partnership, brought an action against the corporate general partner and its limited partners individually when the partnership failed to pay installments due on contract ROL: Limited partners are not liable for the debts of a limited partnership simple by their status as officers, directors, or stockholders of the corporate general partner as long as they conscientiously keep the corporate matters General partners are liable for the debts of limited partners Officers generally not liable for corporate debts Shareh olders (owners of the company) rights: (1) money-residual value of the firm, usually by way of dividends or through appreciation of price stock trades. P/E Ratio where P is market price and E is earnings, divide profits by shares outstanding, 12 P/E means 2 years to get your money back; and (2) vote-for directors of the corporation D. Shareholder Derivative Actions Shareholder derivative lawsuit: lawsuit brought by shareholders on behalf of the organization to compel the organization to take certain action Why? because shareholders feel the corporation is not protecting shareholder interest. The shareholder steps into the shoes of the corporation When? ypically found where officers have some relationship with third party or the third party is the corporate officers Precondition of a derivative lawsuit: shareholder must demand corporation to act before suing. Some jurisdictions excuse the demand requirement where the demand would be futile (i. e. asking the director to sue self) Appl ies when? the corporation has suffered a loss. Distinguished from direct shareholder loss Institutional investor- people who have significant investments in a corporation Cohen v. Beneficial Industrial Loan Corp. Facts: Plaintiff brought a stockholder’s derivative action in federal court. Defendant, Beneficial Industrial Loan Corporation, argued that a New Jersey tate law requiring parties to secure a bond for payment of the opposing party’s legal fees should be followed ROL: A shareholder’s derivative suit will follow state non-procedural laws regarding the derivative suits when possible. E. The Role and Purposes of Corporations A. P. Smith Mfg. Co. v. Barlow Facts: Diversity lawsuit. Defendant stockholders, Ruth Barlow et al. , questioned the legality of a charitable donation to Princeton University made by Plaintiff corporation, A. P. Smith Manufacturing Company. ROL: State legislation adopted in the public interest can be constitutionally applied to preexist ing corporations under the reserved power. Corporate gift-giving is an allowable method of increasing goodwill. nder Erie doctrine, state rules apply for substantive issues whereas, federal rules apply for procedural issues Business Judgment Rule (BJR) Doctrine that relieves corporate directors and/or officers from liability for decisions honestly and rationally made in the corporations best interest BJR: In the absence of fraud, illegality, or conflict of interest, the court will not substitute its judgment for the judgment of the corporate managers Why? (1) there are identifiable transactional costs for hesitating; (2) designed to accommodate the appropriate level of risk, which is better for the economy as a whole Dodge v. Ford Motor Co. Facts: Plaintiff shareholders, Dodge et al. brought an action against Defendant corporation, Ford Motor Company, to force Defendant to pay a more substantial dividend, and to change questionable business decisions (expand factory capability by ad ding steel plant use profits to lower price of its cars) by Defendant. ROL: The purpose of a corporation is to make a profit for the shareholders, but a court will not interfere with decisions that come under the business judgment of directors. Although a corporation’s directors have discretion in the means they choose to make products and earn a profit, the directors may not reduce profits or withhold dividends from the corporation’s shareholders in order to benefit the public. IV. The Duties of Officers, Directors, and Other Insiders (Chapter 5) A. The Obligations of Control: Duty of Care Fiduciary Duty: a legal obligation to act for the benefit of another, including subordinating one’s personal interests to that of the other person Business Corporation law: permits actions against directors for failure to perform duties in managing corporate assets option: the right to buy X shares at Y price for Z amount of time Kamin v. American Express Company Facts: Stockholders brought a derivative action, asking for a declaration that certain dividend in kind was a waste of corporate assets ROL: Whether or not a dividend is to be declared or a distribution made is exclusively a matter of business judgment for the board of directors, and the courts will not interfere as long as the decision is made in good faith. ROL: A complaint alleging some course of action other than that taken by the board would not have been more advantageous does not give rise to a cause of action for damages Errors in judgment are not sufficient grounds for equity interference for the powers of the entrusted with corporate management are largely discretionary-courts will not interfere with such discretion unless it first appears that the directors are acting in bad faith or for a dishonest purpose Smith v. Van Gorkam Facts: Plaintiffs, Alden Smith and John Gosselin, brought a class action suit against Defendant corporation, Trans Union, and its directors, after the Board approved a merger proposal based solely on the representations of the CEO of Trans Union, fellow Defendant Jerome Van Gorkom. ROL: The business judgment rule presumes that, when making business decisions, directors act on an informed basis, in good faith, and in the company’s best interest ROL: the business judgment rule shields directors or officers of a corporation from liability only if, in reaching a business decision, the directors acted on an informed basis, availing themselves of all material information reasonably available. 1. Director may only rely on credible information provided by competent individuals, after taking reasonable measure to substantiate it 2. Directors have a duty to be informed to go about their responsibilities in a deliberate manner – hire outside experts (attorneys and investment bankers) 3. Gross negligence is the standard Directors are fully protected in relying in good faith on reports made by officers. The term â€Å"report† has been liberally construed to include reports of informal personal investigations of corporate officers There is no protection for directors who made unintelligent or unadvised judgment Valuing the Business Intrinsic value – what the company is really worth – no one knows what this is 3 Value indicators of a business: (1) cash flow; (2) asset value; (3) share price Discounted Present Value (DPV) – what is the present value of the income stream. What would you pay to get X dollars tomorrow – a dollar today is worth more than a dollar tomorrow because of inflation. DPV is just one value indicator of a company’s value Leveraged Buyout Leverage Buyout – purchase of a company financed by a relatively small amount of equity and a large amount of debt. Management Leveraged Buyout (MLBO) – inherent conflict in that the management would be making money. (1) Sellers are the shareholders and they want to get the highest price possible, represented by the BOD; (2) Buyers want to pay as little as possible, in a MLBO, the BOD are the one’s buying the firm. In a MLBO, the directors are on both sides of the bidding table; therefore we need to have a disinterested director or 3rd party value the firm BJR 1. If the BJR applies, then the analysis ends, no further inquiry needed 2. If BJR does not apply, then look to see if there is a breach of duty 3. A combination of fiduciary duties of care and loyalty give rise to the requirement that a director discloses to the shareholder all material facts bearing upon a merger vote 4. Five Factors to consider in the fairness of the transactions: (1) timing; (2) initiation; (3) negotiation; (4) structure of the transaction; (5) disclosure to and by the directors and shareholders Francis v. United States Facts: Plaintiffs, the trustees in bankruptcy of Pritchard Baird Intermediaries Corporation (†PB†), filed suit against Defendant, the executrix of the estate of Lillian Pritchard, for a breach of fiduciary duty as a director of PB. Lillian Pritchard did not exercise ordinary care n monitoring the finances of PB when her sons, other members of PB management, misappropriated funds ROL: Directors have the duty to act honestly and in good faith and with the same degree of diligence, care and skills that a reasonably prudent person would use in similar circumstances ROL: Liability of a corporations directors to its clients requires the following to be demonstrated: (1) a duty existed; (2) the directors breached that duty; (3) the breach was a proximate cause of the client’s loss ROL: A director’s general obligation make it incumbent upon directors to discharge their duties in good faith and with that degree of diligence, care, and skill which ordinarily prudent men would exercise under similar circumstances in like positions. The general rule is that Directors are not personally liable for the debts of the corporation ROL: a director should acquire at least a rudimentary understanding of the business of the corporation . 1) a director should become familiar with the fundamentals of the business in which the corporation is engaged. (2) Because directors are bound to exercise ordinary care, they cannot set up as a defense lack of knowledge needed to exercise the requisite degree of care ROL: Directors are under a continuing obligation to keep informe d about the activities of the corporation and cannot rely on reports/information by officers if the director knows or should have known that such information is not reliable ROL: Usually a director can absolve himself of liability by informing other directors of the impropriety and voting for a proper course of action. 1) Conversely, a director who votes for or concurs in certain actions may be liable to the corporation for the benefit of its creditors or shareholders, to the extent of any injuries suffered by such persons, respectively, as a result of such action. (2) A director who is present at a board meeting is presumed to concur in a corporate action taken at the meeting unless his dissent is entered in the minutes of the meeting or filed promptly after adjournment ROL: if the business judgment rule does not apply, determine if the decision of the director was a breach of fiduciary duty and establish if it was the proximate cause of the damages B. Duty of Loyalty Bayer v. Bera n Facts: Plaintiffs, Bayer et al. filed a derivative shareholder action against Defendant directors, Beran et al. , contesting their decision to pay for radio advertising that employed a director’s wife. Plaintiffs also argued that Defendants needlessly renew the employment contract of Dr. Henri Dreyfus. ROL: A director does not breach his fiduciary duty by approving a radio advertising program in which the wife of the corporate president, who is also a member of the BOD, was one of the featured performers ROL: A director has a fiduciary duty to support the corporation’s interest over his or her own conflicting interests, and any competing interests renders the business judgment rule inapplicable. i. f the BJR does not apply, the directors have the burden of proof, to prevent a conflict of interest, demonstrating they dealt at an arm’s length with the specific transaction ii. if a disinterested majority of directors have ratified a contract and if the complainin g party could not prove it unfair, the courts generally hold the contract valid C. Corporate Opportunities Broz v. Cellular Information Systems, Inc. Facts: Defendant, Robert Broz, was the sole stockholder of RFB Cellular, Inc. (†RFBC†) while also acting as an outside director for Plaintiff Cellular Information Systems, Inc. (†CIS†). Plaintiff brought an action against Defendant when Defendant purchased a cellular license for RFBC over a bid by CIS. ROL : The corporate opportunity doctrine holds that an officer or director of a corporation can take a corporate opportunity (1) if the opportunity is presented to them in their individual capacity; (2) the opportunity is nonessential to the corporation; (3) the corporation has no expectation for the opportunity; (4) and they have not wrongfully utilized corporate resources to take advantage of the opportunity. HC ROL: Under the doctrine of corporate opportunity, a corporate fiduciary must place the corporation’s interest before his own interests in appropriate circumstance, but a corporate fiduciary does not breach his or her duty by not considering the interests of another corporation proposing to acquire the corporation in deciding to make a corporate purchase. Usurpation of Corporate opportunity factors: (1) corporation is financially able to take advantage of the opportunity; (2) the opportunity is in the corporate line of business; (3) corporation has an expectancy interest; and (4) accepting the opportunity would create a conflict of interest In Re eBay, Inc. Shareholders Litigation Facts: Shareholders of eBay brought derivative action against certain eBay officers and directors for usurping corporate opportunities when they accepted thousands of initial public offering shares at the initial offering price from eBay’s investment banker, Goldman Sachs ROL: Where a corporation regularly and consistently invests in marketable securities, a claim for usurpation is stated where it is alleged the corporation’s officers and directors accepted the IP share allocations at the initial offering price instead of having those shares allocated to the corporation. ROL: A claim of aiding and abetting a breach of fiduciary duty is stated where it is alleged that an investment banker has allocated lucrative IPO shares to a corporations insiders knowing(1) that the insider owed a fiduciary duty to the corporation not to profit personally at the corporations expense i. e. created a conflict of interest; (2) the corporation regularly invested in marketable securities, i. e. , in the line of business; and (3) the company was financially able to take advantage of the opportunity E. Dominant Shareholders Sinclair Oil Corp. v. Levien Facts: Plaintiff, Francis Levien, brought suit as a minority shareholder of Sinclair Venezuelan Oil Company (†Sinven†) which was a subsidiary of Defendant, Sinclair Oil Corporation. Plaintiff alleged that Defendant caused Sinven to pay out excessive dividends, and that Defendant breached their contract with Sinven. CB ROL: A standard of intrinsic fairness will be applied in any self-dealing transaction by a parent corporation whose majority ownership places a fiduciary duty upon the parent corporation, but the transaction only be self-dealing if the transaction is to the detriment of minority shareholders. Self Dealing: transaction in which a fiduciary uses property of another, held by virtue of the confidential relationship, for personal gain. Shareholders do not have a fiduciary duty to one another 3 Cause of Action Arguments (1) Excessive dividends (Self-Dealing): No self dealing because each shareholder received a proportionate share of divided payment (2) Usurpation of corporate opportunities: No opportunities presented to Siven independently and which Sinclair either took for itself or denied to Sinven. OK to use different subsidiaries in other countries for different business opportunities-apply BJR (3) Breach of contract: self-dealing involved and Sinclair required to account to Sinven Intrinsic Fairness Test (IFT) ROL: IFT should not be applied to business transactions where a fiduciary duty exist but is unaccompanied by self dealing IFT is a defense to a claim that a director engaged in an interested transaction by showing the transaction’s fairness to the corporation when the situation involves a parent and subsidiary, with the parent controlling the transaction and fixing the terms, the test of intrinsic fairness, with its resulting shifting of burden of proof, is applied. The basic situation for the application of the rule is the one in which the parent has received a benefit to the exclusion and at the expense of the subsidiary if such a dividend is in essence self-dealing by the parent, then intrinsic fairness standard is the proper standard for example, suppose a parent dominates a subsidiary and its board of directors. The subsidiary has two classes of stock, X and Y. Class X is owned by the parent and Class Y is owned by minority stockholders of the subsidiary. If the subsidiary, at the direction of the parent, declares a dividend on its Class X stock only, this might well be self-dealing by the parent. If would be receiving something from the subsidiary to the exclusion of and detrimental to its minority stockholders. This self-dealing, coupled with the parent’s fiduciary duty, would make intrinsic fairness the proper standard by which to evaluate the dividend payment Dominant Shareholder Some fiduciary duties imposed (1) controlling shareholders can control the board. It is possible to control the board with less than 50% ownership (2) Some corporate actions require the shareholder vote and if the shareholder uses the vote in an unfair manner, the court will hold the shareholder liable. Intrinsic Fairness Test is triggered when one party is on both side of the transaction. The controlling shareholder has the burden of proving that transaction was fair to the corporation F. Ratification Fleigler v. Lawerence Facts: Plaintiff, Irving Fliegler, brought a suit on behalf of Agau Mines, Inc. , against Defendant directors, John Lawrence et al. , after they voted to exercise an option to purchase shares of another company. CB ROL: Shareholder ratification of a transaction between the corporation and an interested party will not be legitimate if the majority of the shareholders are the interested parties. G. Disclosure and Fairness H. Delaware General Corporation Law Section 144 Rule 10b-5 (a) unlawful to defend or make untrue statements in connection with purchase or sale of securities-Look for deception or manipulation (i) disclosures must be honest (ii) allows for a private cause of action iii) companies are required to speak to tell things to the market and when they disclose it must be honest (iv) if a company discloses information to the market, whether required to disclose or not, must make an honest disclosure (v) typically, companies refrain from disclosing unless required by the SEC o r required by market forces. Basic Inc. B Levinson Facts: Respondents, Max Levinson et al. , held shares in Petitioner Corporation, Basic Inc. Respondents brought this action after 3 misleading statements concerning a potential merger induced them to sell their shares at a depressed price. CB ROL: Misleading statements during merger discussions will be material under Rule 10b-5 if the misstatements would have changed the view of the total information by a reasonable investor. ROL: whether a company’s state is material, in the context of merger discussions, requires a case-by-case analysis of the probability that transaction will be consummated and the significance of the transaction to the issuers of the securities ROL: an investor’s reliance on material, public, misrepresentations may be presumed under the fraud-on-the-market theory for purposes of a Rule 10b-5 action Materiality importance-the degree of relevance or necessity to the particular matter, a fact based inquiry (1) to fulfill the materiality requirement there must be a substantial likelihood that the disclosure of the omitted fact would have been viewed by the reasonable investor as having significantly altered the â€Å"total† mix of information available. Does the statement made by the company change the total mix of the information available? 2) materiality depends on the significance the reasonable investor would place on the withheld or misrepresented information (3) As the probability of the event increases, it becomes more and more material and increases the need to disclose (4) As the magnitude of the event increases, it becomes more and more material and increases the need to disclose (5) Probability x Magnitude = Materiality SEC Securities and exchange commission encourages transparency through disclosure of information that is material Fraud on Market (FOM) FOM the price of a company’s stock is determined by the available information regarding the company and its business. Misleading statements will therefore defraud purchasers of stock even if the purchasers do not directly rely on the misstatements. The market must be able to recognize the information and reflect the information in an adjustment in the price of stock Dissent in Basic he court should not endorse the fraud on market theory for 3 reasons: (1) common law doctrine of fraud and deceit; (2) the court presumption of reliance also assumes that buyers and sellers rely not just on the market price, but on the integrity of that price; and (3) many investors purchase or sell stock because they believe the price inaccurately reflects the corporations worth. Therefore, Efficient Market Theory (EMT) in a deep and liquid market, The market takes into account all available information and no one has any additional, valuable information if that’s true, over the long term you can’t beat the market because the market will always have more information than an individual over time. Therefore, for Rule 10b-5 action the court presumption is that the shareholder relied on the price of the stock. now the burden of proof is on the defendants to prove that the shareholders actions were not in reliance on the price of the stock but some other reason. Reliance Reliance provides the requisite causal connection between the defendants misrepresentation and a plaintiff’s injury we previously dispensed with a requirement of positive proof of reliance, where a duty to disclose material information had been breached, concluding that the necessary nexus between the plaintiff’s injury and the defendant’s wrongful conduct had been established Reliance of individuals on the integrity of the market price may be presume; however, that presumption can be rebutted Misc because most publically available information is reflected in the market price, an investor’s reliance on any public material misrepresentation. The court adopted the TSC Industries standard of materiality for 10b5, which concludes that an omitted fact is material if there is a substantial likelihood that reasonable shareholder would consider it important in deciding how to vote. (a) further to fulfill the materiality requirement, there must be a substantial lik elihood that the disclosure of the omitted fact would have been viewed by the reasonable investor as having significantly altered the total mix of information made available. b) there must be reliance on the statement or omission. (1) there is more than one way to demonstrate the casual connection between the misrepresentation and the plaintiff’s injury–no requirement of positive proof of reliance, (2) the class action is extremely important because it allows the plaintiffs to secure counsel to pursue claims that otherwise would be cost prohibitive; (3) The court held that there is a presumption of reliance. Agreement in Principle Test Preliminary merger discussions do not become material until agreement in principle as to the price and structure of the transaction have been reached between the would be merger partners. rationales are offered in support of this (1) an investor should not be overwhelmed by excessively detailed and trivial information and focuses on the substantial risk that preliminary merger discussions may collapse (2) it helps to preserve the confidentiality of merger discussions where earlier disclosure might prejudice the negotiations. (3) the test also provides a usable, bright line rule for determining when disclosures must be made. In Basic, the shareholders sold stock based on their reliance on the integrity of the price set by the market, but because of Basic’s material misrepresentation that market prices had been frequently depressed Probability/Magnitude Approach ateriality will depend at any given time upon a balancing of both the indicated probability that the event will occur and the anticipated magnitude that the event will occur and the anticipated magnitude of the event in light of the totality of the company activity (1) to assess the probability, a fact finder will need to look to indicia of interest in the transaction at the highest corporate levels–board resolutions, instructions to investment bankers, and actual negotiations between principals or their intermediaries may serve as indicia of interest (2) to assess magnitude of the transaction to the issuer, a fact finder will need to consider such facts as (a) the size of the two corporate entities and (b) the potential premiums over market value Why allow private individuals to press claims? allows people with a real stake in the claim to pursue it encourages reaching the larger statutory goal of disclosure by having mini-private-attorney generals–basically a multiplier for the SEC West v. Prudential Securities, Inc. Facts: Plaintiffs, Dean West et al. brought an action under the fraud-on-the-market doctrine after a stockbroker for Defendant, Prudential Securities, Inc. , gave then non-public tips that were fraudulent. CB ROL: A fraudulent statement needs to be made publicly accessible in order for a plaintiff to claim that the statement caused a loss on the investment. ROL: Unless the information reaches the mark et, there can be no fraud on the market to satisfy the reliance factor Santa Fe Industries, Inc. v. Green Facts: Plaintiffs, Green et al. , were minority shareholders of Kirby Lumber Corp. Plaintiffs brought this action to recover a greater share price after Defendant majority shareholder, Santa Fe Industries, Inc. , forced Plaintiffs to sell their shares. CB ROL: Section 10(b) of the Securities Exchange Act and Rule 10b-5 prohibit conduct involving manipulation or deception, but are not so expansive as to govern incidences of fiduciary breach. ROL: before a claim of fraud or breach of fiduciary duty may be maintained under 10b-5, there must first be showing of manipulation and deception Manipulation and Deception inadequate compensation does not rise to level of manipulation or deception when all facts are disclosed No manipulation or deception; therefore, the shareholders filed the wrong cause of action and should have sought an appraisal remedy In addition, state law generally governs the internal affairs of a corporation, such as fiduciary responsibility Remember Rule 10b-5 is a federal cause of action The Court granted which relief that could be granted (a) federal law was asserted violated because the merger was undertaken without prior notice (b) the low valuation placed on the shares in the cash exchange offer was itself said to be fraud that is actionable under 10b-5 (c) the purpose of getting rid of the minority shareholder helps to eliminate the fiduciary duty and also if you can buy the minority shareholders out at a lower price, there’s more money to be made (d) 10b-5 cause of action is based on market manipulation and there can also be a 10b-5 action when there is no sufficient disclosure, but not for insufficient compensation 10b-5 reach for minority shareholder squeeze out 0b-5 reaches breaches of fiduciary duty by a majority shareholder against a minority shareholder without any charge of misrepresentation or lack of disclosure Neither misrepresentation nor non-disclosure are necessary elements of rule 10b-5 starting point of every 10b-5 case involving construct ion of a statute is the language itself–the language gives no indication that Congress meant to prohibit any conduct not involving manipulation or deception Two factors determine whether Congress intended to create a federal cause of action: (1) language of the statute; and (2) whether the cause of action is traditionally relegated to state law. Absent a clear indication of congressional intent, the Courts are reluctant to federalize the substantial portion of the law of corporations that deals with transactions in securities, particularly where established state policies of corporate regulation exist. 2 Reasons Sante Fe is an appropriate case for an appeal 1) the district court’s order marked an substantial extension of the fraud on the market approach Basic held that because most publicly available information is reflected in the market price, an investor’s reliance on any public material misrepresentation-that public information trades quickly and influences securities prices (2) Few securities transactions are litigated to conclusion, so a review of this novel and important legal issue may be possible only through the Rule 23(f) device (a)it is hard to see how Hofman’s non public statements could have caused changes in the price of Jefferson’s Savings stock -found the fraud on the market doctrine on a causal mechanism with both theoretical and empirical power, for non public information there is nothing comparable (b) there is non public information and securities prices, let alone show that the link is as strong as the one deemed sufficient (c) Blue Chip Stamps court held plaintiff had no cause of action under 10b-5 because it had neither bought or sold shares, plaintiff argued because the corporation negatively painted their position, it exercised the right not to purchase share on which they would have made a profit. (d) Ernst v. Ernst court held that liability for issuance of a false or misleading statement requires proof of a state of mind referred to scienter, court also held recklessness would be sufficent (e) Central Bank court held that there was not implied private right of action against those who aid and abet violation of Rule 10b-5 I. Inside Information Securities and Exchange Commission v. Texas Gulf Sulfur Co. Facts: Plaintiff, the Securities and Exchange Commission, brought this suit against Defendants, Texas Gulf Sulphur Co. , et al. , after Defendants bought shares of Texas Gulf while they secretly had positive information regarding mining activities carried out by the company. CB ROL: Insiders cannot act on material information (information that a reasonable man would deem important to the value of the stock) until the information is reasonably, publicly disseminated. ROL: it is unlawful to trade on material inside information until such information has been disclosed to the public and has had time to become equally available to all investors ROL: A company press release is considered to have been issued in connection with the purchase or sale of a security for purposes of imposing liability under the federal securities laws, and liability will flow if a reasonable investor, in the exercise of due care, would have been misled by it. The essence of Rule 10b-5 is that anyone, would have been misled by it. In the securities if a corporation has access, directly or indirectly, to information intended to be available only for a corporate purpose and not for the personal benefit of anyone may not take advantage of such information knowing it is unavailable to those whom he is dealing Rule of Disclosure or Abstention Anyone in possession of material inside information must either disclose it to the investing public, or if he disabled from disclosing it in order to protect a corporate confidence, or he chooses not to do so, must abstain from trading or recommending the securities concerned while such inside information remains undisclosed. Becomes a Rule of Abstention insider must either disclose or abstain. in this instance the company prohibited the insider from disclosing the information.. Thus even if the insider quit the company and sought to disclose, the insider’s fiduciary obligation to the company prohibits the insider from disclosing the information (i) because the information is private information of the company, it ultimately results in requiring the insider to abstain from trading (ii) insiders must refrain from trading until the market digests the information Materiality Test the basic test of materiality is whether a reasonable man would attach importance in determining his choice of action in the transaction in question. (i) this encompasses any fact which in reasonable and objective contemplation might affect the value of the corporation’s stock or securities. ii) thus, material facts include not only information disclosing the earnings and distribution of a company, but also those facts which affect the probable future of the company and those which may affect the desire of the investors to buy, sell, or hold the company’s securitie s Required Disclosures 10Q – quarterly earnings 10k – annual earnings 8k – material events that occur between reporting periods. Insider Information anyone in possession of material inside information must either disclose it to the investing public or if he is prevented from disclosing to protect corporate confidence, or he chooses not to do so, must abstain from trading in or recommending the securities concerned while such inside information remains undisclosed. a) the insider’s duty to disclose information or his duty to abstain from dealing in his company’s securities arise only in situation which are essentially extraordinary in nature and which are reasonably certain to have a substantial effect on the market price of the security if the extraordinary situation is disclosed (b)the test of materiality is whether a reasonable would attach importance in determining this choice of action in the transaction in question (c) corporations are only re quired to disclose that information that is required to be disclosed–there is a duty to disclose every annually, quarterly, and between quarters those events and activities that are extraordinary information (d) a survey of the facts establish that knowledge of the results of the discovery hole K 55 1 would have been important to a reasonable investor and might affect the price of stock (e) a major factor in determining discovery was material is the importance attached to the drilling result by those who knew about it (1) once the information is disclosed, the market will adjust (2) the insider traders can start trading as soon as the market can digest the information (in modern society that’s quickly) Holding: All transactions in TSG stock or calls by individuals apprised by the drilling results were made in violation of Rule 10b-5 V. Problems of Control (Chapter 6) A. Proxy Fights Proxy is the right to vote someone else’s shares Proxies are need to establish q uorums (50%+1), which are typically required for an election to count The outcome of voting will depend on which group has collected the most proxies: Under corporate law, shareholders may appoint an agent to attend the meeting and vote on their behalf and hareholder proxy holder Incumbent managers of large firms solicit proxies from shareholders directly Both Tender offers and proxy fights are subject both to the 1934 Securities Exchange Act and to state corporate statutes SEC – Federal Rules Require Certain Disclosures when Soliciting Proxies Proxy statement must be given– statement must disclose material information Proxy battles is a way to change the way a firm is manage Proxy Contest proxy contest is a struggle between two corporate factions to obtain the votes of uncommitted shareholders. A proxy contest occurs when a group of dissident shareholders mounts a battle against corporations managers 1. Strategic Use of Prox How to cite Business Association Outline, Papers

Marketing Case Study On Cyberdyne - A Leap To The Future - Sample

Question: Describe about the Marketing for Case study on Cyberdyne, A Leap to the Future. Answer: Introduction Cyberdyne Inc. is a Japanese company that deals with robotics and technologies. The company is well known for its marketing and distribution of Hybrid Assistive Limb (HAL). HAL is useful for the physically challenged patients who are unable to have control in their limbs, which resulted from the malfunctioning of the nervous system. HAL has its other benefits such as rehabilitation and treating the patients (Cyberdyne.jp 2016). In order to approve the use of HAL, Cyberdyne had applied to the Food and Drug Administration (FDA). However, after the approval of the HAL, the company faced problems related to the marketing plan that highlights the problems about selecting a target market, pricing, sales channel management and advertisement and promotion. The company has been unable to make a decision regarding, which audience to target and what pricing strategy to follow for the business. Moreover, the managers of the company fail to determine whether to build its sales force or outsource its sales to the medical-device representative sales firm. Another serious challenge of Cyberdyne is to decide the type of consumer promotion for HAL. Executive summary The aim of the project is to focus on the challenges faced by the robotics company Cyberdyne, Japan. The company launched a product named HAL in order to bring innovation in its products. However, as the company faces various issues after the approval of the HAL system, the managers are concerned about the further growth and development. The study deals with the problems encountered by the company and the solutions that can be used in order to minimize the challenges and the risk factors. The company focuses the US market where there is the huge number of medical cases every year relating to stroke, SCI, and other disorders. HAL is an active device that is a solution to the patients. The situation analysis is performed in the study to analyze the market of US and the scopes available for Cyberdyne. Based on the information obtained, the recommendation has been made that might help the company to achieve its strategic objective and increase profitability. Justification has been made o n how the recommended strategies might be useful to the enterprise. Situation analysis and evaluation of options of Cyberdyne in US market 5 Cs framework: The 5 C's framework helps the company to analyze the market of Cyberdyne and the marketing of HAL. In the opinion of Armstrong et al. (2012), a 5 C's framework is a tool that is used to evaluate the five vital areas of a market namely the Company, Customers, Competitors, Collaborators and Climate. Company- The position of Cyberdyne is analyzed in the market on its competitors. The SWOT analysis is used in order to investigate the internal as well as the external factors of the company (Gordon 2012). The study will help the company to evaluate the effectiveness of HAL. The company analysis allows Cyberdyne to analyse the US market that helps them to design the HAL product according to the need of the market. Customers- Cyberdyne needs to have perfect knowledge of the customer's needs for which researches has to be carried out for market segmentation, the quantity of products and services required, retail channels and the perception of the customers. The customers are the backbone of Cyberdyne as the revenue collected depends on the customers. The customers as per this case are the patients suffering from stroke, SCI and other disorders. Competitors- A detailed knowledge about the competitors, their products, and their strategies will help the company to retain their potential customers and gain competitive advantage. The top competitors of Cyberdyne in the robotics industries are KIPU system, Macro enterprises, Grey Orange, ReAbility Online. Improper knowledge or wrong information about these competitors can reduce the productivity of HAL business. Collaborators- Cyberdyne will be able to successfully enter the US market if it identifies the efficient collaborators such as the suppliers, distributors. The collaborators are the medium through which the HAL device can be reached to the customers and thereby the objectives of the company can be met. The company collaborates with the government of the marketing nation that helps to provide mediclaim to the patients that increases the revenue of Cyberdyne in the HAL business. Climate- The barriers and the limitations that Cyberdyne might be able to face while trying to enter the US market has to be determined that can be done through the PESTEL analysis. The huge number of cases related to stroke, SCI, nervous breakdown and other disorders helps the company to enter the market with lesser risk and barriers. 4 Ps (Product, Price , Place, Promotion) The 4 Ps framework is the marketing tool that will support Cyberdyne to know the ways in which the company can position its market offering of HAL medical device in US market. Product- The product that Cyberdyne is mainly concerned about is HAL, which initially has been a non-medical device. However, in order to get HAL approved for the usage in the medical field, the clinical traits were launched in Japan and Europe (Morgan, Katsikeas and Vorhies 2012). The innovation in the product has been initiated in order to satisfy the customers by providing higher quality treatment. Price- The price of the HAL medical device had been set calculating the expenditures. The price set by for the product was 500 Euros for one 60 minute session. In order to increase the capacity of the users, the company offered packages of 20, 40 and 60 sessions at an affordable range. Place- The Company will be able to carry out the business of HAL efficiently if it carefully chooses the operating market. Cyberdyne intends to operate in the market that is economically stable such as the US that represents 38% of the global market share. Promotion- Promoting and advertising the product needs to be done effectively such tat a larger mass of customers are aware of the HAL medical device. The promotion process depends on the market structure in which Cyberdyne targets (Rahmani, Emamisaleh and Yadegari 2015). The promotion can be carried through TV, radio, newspaper, social media, and direct approach. As per the case study, Cyberdyne targeted the US market where there was a huge opportunity for the HAL device as studies revealed that 795,000 people of US experiences strokes per year. This is a huge option for the company to operate in US market. The usage of HAL helped to survive some patients. However, there was a higher financial burden on the patients and the healthcare system of US. On the other hand, there were 12,500 cases of Spinal Cord Injury (SPI) in the US every year. Cyberdyne provided treatment in the acute and rehabilitative phase. 100 facilities offered SCI care in the US. Therefore, Cyberdyne had huge scope in the US market that can be used effectively to increase the revenue earning of the company. Recommendation of strategies Although Cyberdyne has huge scope in the market of US, the company needs to develop certain strategies that will help them to operate smoothly in the market. As per the case study, it can be inferred that the pricing strategy of Cyberdyne for its products and specially HAL is not every effective. The price of the treatment is too high that imposes a burden on the users. This can cause the customers to switch to other alternative options of treatment available in the market (Huang and Sarigll 2014). Justification for the developed recommendation As the company is facing issues regarding the high price for the treatments from its patients, Cyberdyne can plan effective pricing strategies that will help to reduce the price of the product without degrading the quality of treatment provided to the patients suffering from stroke and SCI in the US. The managers of Cyberdyne can adopt suitable pricing strategy that will help to set a perfect price for the treatment offered to the patients (Sussex, Towse and Devlin 2013). The current pricing structure of the company charged huge rate of the lifetime cost from the patients of stroke and SCI. The reduction of the cost will help the company to attract more customers and increase revenue since the treatment is effective and successful. Justification for not choosing the recommendation of the given case study The recommendation obtained from the case study is not very effective as the company, and HAL mainly focused on the SCI even though the size of the market facility for stroke is higher. The demand for the treatment in the stroke market is higher than the SCI market. Moreover, the healthcare centers of US provides Medicare for the stroke patients, which is unavailable for the SCI treatment (Groves et al. 2013). Thus, the patients suffering from the stroke can afford the treatment easily than the SCI patients. Cyberdyne thus needs to target both the stroke and the SCI market to become more efficient. Furthermore, as the direct sales force is costly for the company, it is advisable to choose the alternative method that will benefit the company. Detailed analysis of impediment for the recommendation and ways of overcoming it If Cyberdyne tries to apply the recommended strategies in the business, it might result in ineffectiveness due to the obstacles that will follow during the implementation (Ferlie et al. 2016). As the stroke market has fluctuations resulting from the difference in the severity of the impairments, the price discrimination issue might occur. In order to deal with the situation, price structure based on the severity should be determined to avoid complexity. The other issue that the company is likely to face while reducing the price is the challenges in the cost reduction. Moses et al. (2015) mentioned that the market demand needs to be analyzed that will help to reach the optimum price level without creating the loss for the company. If the demand for the HAL in the treatment is high, a lower price will increase the revenue collection of the company. In order to achieve the goal, the level of customer satisfaction has to be improved. The effective pricing strategies that can help the company to achieve its objectives are premium pricing, penetration pricing, economic pricing, price skimming and psychological pricing. Cyberdyne can adopt the premium pricing strategy only when the company offers unique service to the customers. In such a case, the company can charge a higher price as the availability of substitutes is either absent or less. However, as stated by (Gobbi and Hsuan 2015), penetration pricing can be followed by the company in the US market, according to which, the price of the products has to be lowered so as to attract more customers. The price can be lowered only if the company minimizes the input cost through cost management. Quantitative and qualitative analysis From the given data it can be stated that the stock price of Cyberdyne, Japan has not been changed much since the mid of 2014. In the first half of 2014, the stock price of the company had fallen adversely, which is undesirable. The sales of the company had increased that indicates the healthy financial position of the company. In spite of the positioning of the company and the strategies used by the company, there prevails a certain amount of uncertainty in the study of cost-benefits (Deif 2012). Therefore, the outcome of the strategies might differ from the expected outcome. Usage of sensitivity analysis Cyberdyne can, therefore, apply the sensitivity analysis to measure the degree of uncertainty within the company for an efficient assumption. There are various methods of carrying out sensitive analysis such as the partial sensitive analysis, best-case and worst-case scenario, Monte Carlo analysis, breakeven analysis. The sensitivity analysis helps the managers of the company to understand the level of risk or uncertainty present in the decision and thereby allows deciding effectively (Chandra, Holmes and Skinner 2013). The partial sensitivity analysis will help the company to determine the amount of benefit the company can enjoy by reducing the price of HAL usage at different level. The company can accept the reduction level that provides the maximum benefit with less risk. The breakeven analysis is also an effective method for efficient assumptions. The analysis will help to determine the impact level of the strategies required in order to equalise the costs and the benefits (Gal a nd Greenberg 2012). From the given data of the Cyberdyne, it can be analysed with the help of the sensitivity analysis that change in the number of employees causes the sales to increase. Over the past five years, the number of employees has increased from 60 to 104 since March 2010 to March 2015. Simultaneously, the sales of the company increased from 107,462 (thousands of Yen) to 588,631 (thousands of Yen). Therefore, it can be concluded that increased number of employees increases the productivity of the company. The sensitivity analysis infers that the company is highly sensitive and a small change in the number of employees causes huge impact on the productivity of the company. Furthermore, the increased in the sales helps to reduce the incurred loss of Cyberdyne. The greater sensitivity highlights that more the sales more will be the reduction in the incurred loss and the net loss of the company. Summary and recommendation After studying the case of Cyberdyne and HAL, it can be stated the introduction of HAL in the medical field by the company has been useful in providing support and cure to the patients in Japan, Europe, and the US. However, the strategies followed by the company are not much effective as they charged a high price that decreased the affordability power of the patient because of increased financial burden. As the product is effective, lowering the price would increase the revenue earned by the company. The effective strategies that have been recommended to the company to develop its marketing process are the implementation of the price strategies such as the premium pricing and the penetrating pricing strategies that will help to reduce the price of HAL. The promotion of the product had not been given priority as the company aimed to target the medical community. However, promotional campaigns to promote the HAL through online and offline methods can be an effective measure to grow and develop the business further in future in US market. References Armstrong, G., Kotler, P., Harker, M. and Brennan, R., 2012.Marketing: an introduction. Pearson Prentice-Hall, Lon Chandra, A., Holmes, J. and Skinner, J., 2013.Is this time different? The slowdown in healthcare spending(No. w19700). National Bureau of Economic Research. Cyberdyne.jp. (2016).CYBERDYNE. [online] Available at: https://www.cyberdyne.jp/english/ [Accessed 6 Sep. 2016]. Deif, A., 2012.Sensitivity analysis in linear systems. Springer Science Business Media. Ferlie, E., Crilly, T., Jashapara, A., Trenholm, S., Peckham, A. and Currie, G., 2016. Strategic management in the healthcare sector: the debate about the resource-based view flourishes in response to recent commentaries.International journal of health policy and management,5(2), p.145. Gal, T. and Greenberg, H.J. eds., 2012.Advances in sensitivity analysis and parametric programming(Vol. 6). Springer Science Business Media. Gobbi, C. and Hsuan, J., 2015. Collaborative purchasing of complex technologies in healthcare: implications for alignment strategies.International Journal of Operations Production Management,35(3), pp.430-455. Gordon, R., 2012. Re-thinking and re-tooling the social marketing mix.Australasian Marketing Journal (AMJ),20(2), pp.122-126. Groves, P., Kayyali, B., Knott, D. and Van Kuiken, S., 2013. The big datarevolution in healthcare.McKinsey Quarterly,2. Huang, R. and Sarigll, E., 2014. How brand awareness relates to market outcome, brand equity, and the marketing mix. InFashion Branding and Consumer Behaviors(pp. 113-132). Springer New York. Morgan, N.A., Katsikeas, C.S. and Vorhies, D.W., 2012. Export marketing strategy implementation, export marketing capabilities, and export venture performance.Journal of the Academy of Marketing Science,40(2), pp.271-289. Moses, H., Matheson, D.H., Cairns-Smith, S., George, B.P., Palisch, C. and Dorsey, E.R., 2015. The anatomy of medical research: US and international comparisons.Jama,313(2), pp.174-189. Rahmani, K., Emamisaleh, K. and Yadegari, R., 2015. Quality Function Deployment and New Product Development with a focus on Marketing Mix 4P model.Asian Journal of Research in Marketing,4(2), pp.98-108. Sussex, J., Towse, A. and Devlin, N., 2013. Operationalizing value-based pricing of medicines.Pharmacoeconomics,31(1), pp.1-10. Vermesan, O. and Friess, P. eds., 2014.Internet of things-from research and innovation to market deployment(pp. 74-75). Aalborg: River Publishers.