History of Childhood

The history of childhood is a subject of controversy. Since serious historical investigation began into this area in the late 1960s, historians have increasingly divided into two contrasting camps of opinion, those advocating â€Å"continuity† in child rearing practices, and those emphasising â€Å"change†. As there is little evidence of what childhood was really like in the past, it is incredibly difficult for historians to reconstruct the life of a child, much more the   â€Å"experience† of being a child. In so many ways, the history of childhood is a history that slips through our fingers. Few Parents have left written records of how they reared their children, and fewer still children have left us their story. It is largely because of this lack of evidence, and because the evidence that does remain – advice literature, journals and letters, are so open to differing interpretations, that historians have divided over major issues such as whether children were loved and wanted in the past, the way parents viewed their children, and the treatment they received. The first major works into the history of childhood were those of Philippe Aries and Lloyd De Mause,  Centuries of Childhood, and  The History of Childhood  respectfully. Both historians took a â€Å"progressive† approach to history, and concluded that the treatment of children by their parents and society have improved considerably throughout the centuries. Both paint a very negative image of childhood, and family life in the past. Lloyd De Mause went as far as saying that;   Ã¢â‚¬Å"The history of childhood is a nightmare from which we have only recently begun to awaken. †Ã‚  (1)   believing that; â€Å"The further back in history one goes, the lower the level of child care, and the more likely children are to be killed, abandoned, beaten, terrorized, and sexually abused†. 2)   Aries concluded that there was no concept of childhood as a state   different to adulthood in these centuries, and therefore, even if parents did feel affection for their offspring, they did not fully understand how to respond to the emotional needs of their children. This argument gained further weight with the mammoth work of Lawrence Stone on the history of the family and family relationships in the early modern period,  The Family, Sex and Marriage in England 1500-1800. Stone too focused on the â€Å"evolution† of the amily through these three centuries, arguing that the family changed from being of an â€Å"open lineage† structure in which family relationships were formal and repressed, to the â€Å"domesticated nuclear family†, which resulted in â€Å"affective individualism†. In the early 1980's, Linda Pollock in her influential, yet highly controversial work,  Forgotten Children : Parent – child Relations 1500-1900, harshly criticised all the arguments made by Aries, de Mause and Stone. From her intensive study of over four hundred diaries and journals, she argued that childhood experiences were not as grim as they suggest it was. She strongly denies that there were any fundamental changes in the way parents viewed or reared their children in this period;   Ã¢â‚¬Å"The texts reveal no significant change in the quality of parental care given to, or the amount of affection felt for infants for the period 1500-1900†. (3)   Pollock's work has received support from Rosemary O'Day and Mary Abbot, who both deny that childhood â€Å"evolved† considerably in this period. In recent years, it is this approach that is beginning to predominate, but Pollock et al are not without their critics. Therefore, as there are two so very different approaches to the history of childhood in the early modern period, attempting to determine just how methods of child rearing did change in the past is fraught with difficulty. In order to determine how something has changed, it is necessary to determine what it changed from, and there is no consensus of opinion as to how parents reared their children in this period. However, it is perhaps important to emphasise that it is not so much the structure of childhood that is difficult to assess, in the sense of describing what the children actually did, but the attitudes and values of the parents. It is difficult to determine whether these changed, if they did how they changed, and why they changed, and the outcome of these changes. Between 1500 and 1700, the actual structure of childhood changed little. In this pre-industrial age, England was largely agricultural. Amongst the poor, children were put to work at early ages on the farm, sowing seeds, chasing birds, and other rather unstrenuous activities. If they could not be made useful on the family's own farm, then they would be put to work elsewhere. This was a characteristic of both the town and the country, although in the towns, children were put to work a year to eighteen months earlier. This applied to both sexes, although boys were more likely to be put to work earlier, and girls to stay home a little longer to help their mother. Children who could be spared from the farm, or whose wages would not be missed, were often put to school, to receive a form of elementary education which would help them acquire the necessary literacy and arithmetic they would need in life. Most of these children, especially the girls, remained in school only for a short period, and would then be expected to work to help their family financially. Some children never attended school, but were taught by their mothers at home. Amongst the wealthier social groups, boys, and to a lesser extent girls, would be provided with a more rigid and higher standard education from the age of six or seven upwards. This could take the form of private tuition, a school education, or education in someone else's house. It has been argued by Stone, Aries and De Mause, that there was a growing awareness of childhood as a state different to adult hood in the sixteenth and seventeenth centuries. According to them, society was beginning to appreciate that children were not miniature adults, but were at a substantially lower level of maturity, and so had distinct needs from adults – protection, love and nurturing. Society was now becoming more aware of the importance of parental socialisation, that it was socialisation that largely determined the kind of adult a child would eventually become. Lawrence Stone and J. H. Plumb believe the emergence of this new characteristic can be traced in the artistic development of the period. Stone argues that in the middle ages, children were invariably portrayed as miniature adults in paintings, without any childish characteristics. However, into the sixteenth century, images of children began to acquire a distinct identity, and childish appearance. Plumb argues that from the late seventeenth century onwards, children can be seen playing, sketching and amusing themselves in portraits, which he suggests shows there was a definite concept of childhood emerging in this period. He also argues that the increasing availability of toys and literature especially aimed for children, shows a greater understanding and appreciation of childhood. It is certainly possible that children were seen in a different light in this period, considering the influence of the Renaissance and the Reformation on ideologies(an explanation that Stone touches upon and will be discussed in more detail later), but the evidence employed by both Stone and Plumb needs to be used with supreme caution. Art and literature may reflect to a certain degree the alues and attitudes of a given society, but they are also limited by the technological understandings of the age. It could be argued that the change in the portrayal of children was due entirely to the Renaissance influence on physical realism in portraits, and the development of superior artistic skills as a consequence. Also, as artists became more familiar with painting the human form, they may have been more comfortable in exploring o ther forms of presentation, moving away from the stiffness of some early portraits, to the more naturalistic settings of the eighteenth century. Similarly, the commercial availability of toys and children's literature may have been the product of a growing materialistic and technological world, not an indication of a greater awareness of childhood. Just because toys were not commercially available in the past does not mean that the need for children to play was not appreciated. Parents may have manually made toys for their children. Indeed, Linda Pollock argues that imaginative play was common through out this period. The literary development could likewise be due to the growing influence of the printing press which opened up new avenues for literature. There is no conclusive evidence that there was an increase in the  Ã¢â‚¬Å"concept of childhood†Ã‚  in this period. Linda Pollock, and Rosemary O'Day, strongly deny that there was, arguing that parents had always been†aware that childhood was different in kind from adulthood. †Ã‚   (4) Stone et al have argued that once society became aware that childhood was a distinct state from adulthood, this effected the relationship between parents and children. They argue that now parents were aware of the needs of children, they were more equipped to respond to them, and give their children the care and protection they so desperately needed. Both Ralph Houlbrooke and Lawrence Stone argue that during the course of the seventeenth centuries, families became more openly affectionate. They see the decline in observances such as the â€Å"blessing† as evidence of a more loving family relationship. The â€Å"blessing† was considered to be important in what it symbolised about the inferiority of children to adults. Children were expected to seek their parent's blessing every morning and night. Even in adulthood, children were expected to ask for this blessing every so often. There were also other customs to remind children of the respect, duty and obedience they owed their parents. Boys for example, were expected to take off their hats in their parent's presence, and allegedly girls were expected to kneel before their mother. The Countess of Falkland for example, knelt before her mother even in adulthood, and even though she had obtained a higher social status than her mother through marriage. Ralph Houlbrooke argues that in the seventeenth century such practises were declining. The â€Å"blessing† he says was replaced with a â€Å"goodnight kiss†, and the other customs relaxed. He believes that the increased intimacy in letters between parents and children in the seventeenth century are firm evidence of a growing affection and intimacy. He claims that parents were now using phrases such as â€Å"my dear child† or â€Å"my darling†, instead of the colder ones of â€Å"child† or â€Å"son, daughter†. However, again this evidence needs to be treated with caution. In this period, society was becoming increasingly literate, especially amongst the wealthier social groups, and a greater depth of education may have meant that individuals were now able to express themselves easier. It must also be remembered that the English language itself was going through a transition at this time, greatly benefitting from the Renaissance emphasis on the vernacular. Lawrence Stone sees the decline in the customs of swaddling and wet-nursing from the late seventeenth century and particularly into the eighteenth, as a further indication of a growing affection. However, again, this depends on interpretation. It was not for any abusive or oppressive reason that parents swaddled their children, but because they genuinely believed that it was for the child's benefit, in that it prevented the child's limbs from growing crooked and deformed. Arguably the decline of this practice was due to an increased scientific understanding of the human body, rather than an increase in parental affection towards children. Also there is no solid evidence that wet-nursing declined in the seventeenth century. Indeed, for much of the eighteenth century, wet-nursing continued amongst the nobility and gentry. Admittedly it was increasingly the subject of attack, as puritans in particular believed that all mothers should breast feed their own children, but that this practise continued in aristocratic circles (it had never really been a custom amongst the poor) well into the nineteenth century, it cannot be used to illustrate a growing affection between mothers and children. Lawrence Stone argues that one of the reasons why parents and children were emotionally distant in the early part of this period, was ecause of the high infant mortality rate. He argues that parents were reluctant to invest love and care in their children, because of the pain losing them would cause. However, Linda Pollock identifies a flaw in his thesis. She argues that if this was the case, then one would expect the indifference towards children to have prevailed as long as the death rate. Stone puts forward that parents were becoming closer to their children in the late seventeenth century, where for some pars of the country such as Devon, more children were dying in this period than had done in the sixteenth century. Pollock argues that contrary to reducing parental emotional investment, the high death rate only served to heighten their anxiety in times of illness, and increase their level of care. However, Lawrence Stone does not believe that all the consequences of a growing awareness of childhood as a distinct state from adulthood, had a positive effect on the relationship between parents and children. He suggests that with the awareness that behaviour depended on discipline, parents took their duty as disciplinarians more seriously. He claims that whipping and flogging now became common place in an attempt to instil morality in their children. He also attributes this development to the Protestant Reformation. He argues that Protestantism emphasised the notion of Original sin, and contrary to Catholicism, did not advocated that the salvation of children could be obtained by baptism. Protestants argued that faith alone determined salvation, and therefore, for a child to be saved, faith was essential. This led to a decline in the importance of baptism, and increasingly parents delayed the ceremony, for days, weeks, or even months. There was now added pressure on parents to ensure that their children fully comprehended the basics of Christianity, especially their own sinfulness, and need for repentance and salvation. This possibly increased the importance of the mother as teacher, and arguably created the potential for a greater intimacy between mother and child as they spent more quality time together. However, Sather argues that following the Reformation, the relationship between parents and children became characterised by   harshness and cruelty, as physical punishment became the norm, especially amongst Puritans. He who spareth the rod hateth his son† was universally repeated. Undoubtedly this theoretically sets the scene for a darkening of childhood experience. However, although the Reformation may have encouraged a harsher disciplinary role of the parents, as always, it is necessary to bear in mind that theory does not always convert into practise successfully. It is certainly possible that purit ans treated their children harshly in this period, tyring to get them to conform to their notions of godliness, but it must be remembered that for most of this period puritans were a minority, and a rather unpopular one at that. It was they who predominantly wrote the â€Å"conduct-books†, advising parents on how to rear their children, and although some historians such as Stone have taken their contents as evidence of a harsh attitude towards children, it is necessary to remember that   conduct books state how things ought to be, not how they are. Admittedly there were parents who did physically punish their children. John Aubrey, a contemporary of the seventeenth century, stated that harsh physical correction was rife, and that â€Å"the child perfectly hated the sight of his parents as the slave his torturer†, but this is highly debatable. It is likely that if children were abused in this period, the abuse was more likely to be inflicted by the children's employers who abused their powerful positions. There are numerous accounts of young boys and girls having been physically abused by their masters. However, it is significant that many parents on discovering this abuse, issued a suit against the guilty person, suggesting that such treatment was far from socially acceptable. Parents wanted their children corrected, and arguably would not have opposed to a physical chastisement if essential, but did not want, or approve, of excessive correction. That physical punishment existed, cannot be taken as evidence of increased parental harshness towards children. It is clear from several journals that parents who did feel the need to physically punish their children, were often deeply troubled by the incident, and if possible, preferred not to inflict physical pain on their child. Also, there is little evidence for Stone's theory that parents saw their children as innately evil, and thus needed excessive disciplining. Indeed, considering that writers such as Thomas Gataker had to continuously press the point that it was â€Å"an idle concept† to suppose that â€Å"religion and godlinesse is not for children†, suggests that most parents did not accept the belief, even if it was widespread amongst puritans. In all likelihood, most parents took the view of John Locke, that children were morally neutral, and that it was up to them by both love and appropriate correction, to bring out the good in their nature. Another change which it has been argued came about partly because of the Reformation, was the â€Å"educational revolution† of the sixteenth century. Certainly as Protestantism was the religion of the â€Å"word† both printed and preached, a higher degree of literacy was needed to read the Scriptures, and intellectual training in order for the people to comprehend doctrinal issues. Also, following the Dissolution of the monasteries and chantries, the educational provision made by these institutions ceased. Thus, if children were to be educated, schools had to be refounded, which is largely what happened in the reign of Edward the Sixth. This movement was also due to the Renaissance, which increased the value of education, especially amongst the gentry. With the Renaissance came ideals of gentility, advocated by Castiglione and Thomas Elyot. Education was seen as a prime requisite of gentility, for not only did it cultivate the mind, but it distinguished gentle persons above the poor, and justified their privileged positions. Not surprisingly then, with such a high regard being attached to education, rich parents, who perhaps were not entirely literate themselves at the beginning of this period, increasingly ensured that their sons had a decent education. Therefore, towards the end of the sixteenth, and especially into the seventeenth century, it became common for the wealthy to send their sons to the new grammar schools. If they were particularly wealthy, they would employ a tutor steeped in classical knowledge to educate their sons. That parents sent there children away from home at early ages has been taken as evidence of their indifference, but in all likelihood, when parents sent their children away, they believed it was in the best interests of the child. Ilana Ben-Amos argues that parents would only part with their children when it was absolutely essential. In the   early seventeenth century for example, it was only after James Fretwell, who was then only four years old, came home weeping because he could not manage the distance between Sandal and Yorkshire every day, that his father out of concern for his welfare put him to lodge with a widow in Sandal. Even then, the child came home on Saturdays. It can also be seen that attitudes towards female education amongst the wealthy also changed in this period. In the Renaissance years, it is arguable that the education of women was encouraged. Thomas More himself said that â€Å"I do not see why learning ay not equally agree with both sexes†, and the period produced a number of learned women; Mary and Elizabeth Tudor, Lady Jane Grey, and even Mary Stuart. Antonia Fraser argues that during Elizabeth's reign, there was a silent pressure on wealthy men to have their daughters educated. If they were to attend court without having some knowledge of Latin and the Classics, they would comp are unfavourably with the intellect and knowledge of the Queen, and would thus not create a favourable impression on the men they were expected to â€Å"secure†. Also, with there being a female monarch who was renowned as a scholar, it would be rather unmet to press the point that such a sphere was a man's preserve. However, with the Queen's death in 1603, and the accession of a man, such opinions were able to surface, and there was an increasing desire to exclude females from learning Latin and the classics. This was given impetus by the attitude of the sovereign himself. When King James was presented with a learned woman, he rather sarcastically remarked, â€Å"but can shee spin ? â€Å". This gave no incentive for the great families of England to subject their daughters to an expensive classical education, which many believed they had not the intellectual capacity to understand, and anyway would serve them no useful purpose in life. As the seventeenth century wore on, the difference in the educational expectations of the sexes became more marked. Girls were virtually excluded from grammar schools, and the notion of the â€Å"accomplished woman†, which was to play such a prominent part in the eighteenth and nineteenth centuries, gained a whole new lease of life. Parents were now encouraged to have their daughters educated in those subjects deemed suitable for girls – sewing, knitting, music, and French. Over the course of the seventeenth century, schools for girls flourished, and were dedicated to educating girls in these increasingly regarded female traits. Stone argues that the end of the seventeenth century saw a more humane treatment of children being adopted, but arguably this was not the case for aristocratic girls. Physical deportment was becoming increasingly important. The corset, which had long been in existence, now became regarded as essential, and the eighteenth century saw the development of other techniques to help create the perfect figure, such as stocks and backboards. Stone argues that one of the signs of a growing affection between parents and children, was the decline of parental control of their children's marriages, but if this was the case with boys, the marriage of girls was still often tightly controlled. In concluding then, it can be seen that trying to determine to what extent there were important changes in the way that children were reared in this period, is fraught with difficulty. The conclusion drawn, depends to a large degree on the approach adopted. Those historians such as Linda Pollock who advocate â€Å"continuity†, would argue that there were no fundamental changes in the way that parents treated and reared their children in this   who advocate â€Å"change†, would argue that there were important changes in these years. They would argue that there was a growing intimacy and affection between parents and children, a growing concern for the latter's welfare, and although the Reformation initially introduced a period of increased severity, the general trend was the improvement of the treatment of children. Certainly there were changes. There was an increased importance placed on education; the increasing segregation of male and female spheres within education; children were maintained at school longer; apprenticeships were lasting longer; there was an increase in the importance of early religious instruction; child baptism lost it's immediate   significance; swaddling becoming less widely used, and into the eighteenth century there was a decline in the practice of wet nursing. However, these changes are largely external changes. They tell us little about the way the â€Å"experience† of child rearing changed, if it did, during this period. Arguably, the more fundamental aspects of child-rearing, such as whether or not there was an emergence of a â€Å"concept of childhood† in this period, whether there was a growing intimacy between parents and children, and whether or not parental discipline became more severe, can only be speculated upon.

Ncp for Respiratory System

CUESNURSING DIAGNOSISSCIENTIFIC EXPLANATIONPLANNINGNURSING INTERVENTIONRATIONALEEVALUATION S> O> >abnormal lung sound >decreased lung sound over affected area >cough >dyspnea >change in respiratory status >purulent sputum Ineffective airway clearance related to increased sputum production in response to respiratory infection After blank hours of nursing intervention, patient’s airway will be able to be free of secretions as evidence by eupnea and clear lung sounds after coughing. >Assess respiratory movement and use of accessory muscle gt;assess cough for effectiveness and productivity >observe sputum color, sputum amount and odor and report significant changes >auscultate lung sounds noting areas of decreased ventilation and presence of adventitious sounds >monitor pulse oximetry and ABGs >use of accessory muscle to breath indicates an abnormal increase in work of breathing >patients may have ineffective cough due to fatigue or thick tenacious tissue >a sign of infection is d iscolored sputum. An odor may be present >bronchial lung sounds commonly heared over areas of ling density or consolidation. Crackles are heared when fluid is present >hypoxemia may result from impaired gas exchange from build up of secretions. ABG’s provide data about CO2 levels in the blood >these determine the progression of disease process CUESNURSING DIAGNOSISSCIENTIFIC EXPLANATIONPLANNINGNURSING INTERVENTION RATIONALE EVALUATION S> O> >abnormal lung sound >decreased lung sound over affected area >cough >dyspnea >change in respiratory status >purulent sputum Ineffective airway clearance related to increased sputum production in response to respiratory infection After blank hours of nursing intervention, patient’s airway will be able to be free of secretions as evidence by eupnea and clear lung sounds after coughing. >encourage patient to cough unless cough is frequent and non productive >use optimal positioning; encourage ambulation >assist patient with coughing, deep breathing, and splinting as necessary >maintain adequate hydration >use humidity (humidified oxygen or humidifier at bedside) >assist with pharynx suctioning as necssary gt;assist patient with use of incentive spirometer >for patients with reduced energy, pace activities >provide oral care >frequent non productive coughing can result to hypoxemia >The sitting position and splinting the abdomen promote more effective coughing by increasing abdominal pressure and diaphragmatic movement ambulation mobilizes secretion and reduces atelectasis >this improves productivity o f the cough >fluids are used by diaphoresis, fever and tachypnea and are needed to aid in the mobilization of secretions Increasing the humidity of the inspired air will loosen secretions. gt;coughing is the most helpful way to remove secretions. Nasotracheal suctioning may cause increase hypoxemia especially without hyperoxygenation before, during, and after suctioning. >incentive spirometry serves to improve deep breathing and prevent atelectasis >effective coughing is hard work and may exhaust an already compromised patient >secretions from pneumonia are usually foul tasting and smelling. Providing oral care may decrese nausea and vomiting

The Securities Market in Vietnam

The Securities Market in Vietnam – 14 March 2007 This article is an introduction to the legal framework that governs the securities market in Vietnam, in particular public offers, listing, public companies and buying shares. This article focuses on the provision of Law 70-2006QH11 of the National Assembly on Securities (Law 70) and Decree 14-2007-ND-CP of the Government dated 19 January 2007 Providing Detailed Regulations for Implementation of a Number of Articles of the Law on Securities (Decree 14) .The MOF is to shortly issue a regulation to further provide guidance to the SSC on regulating and establishing investment funds, securities companies and fund management companies. An update will be provided once the regulation has been promulgated. 1. 1. 1 Relevant bodies The State Securities Commission (SSC) The SSC is the official regulator of the stock exchange, and is overseen by the Ministry of Finance (MOF). The HCMC Securities Trading Centre (HCMCSTC) The HCMCSTC is an ad ministrative unit of the SSC.It is a securities trading and listing market and offers and official mechanism through which new government bonds are issued and is the secondary markets for several existing bonds. Currently, the HCMCSTC is an administrative unit under the SSC. Under Law 70 it is to covert to either a Stock Exchange or a Securities Trading Centre in the form of a limited liability company or a shareholding company by July 2008. It is expected that the HCMCSTC will be converted into a Stock Exchange. 1. 2 1. 3 The Hanoi Securities Trading Centre (HASTC) The HASTC is an administrative unit of the SSC.It is a securities trading and listing market and offers and is also Vietnam’s official over-the-counter market for securities. Under Law 70 it is to covert to either a Stock Exchange or a Securities Trading Centre in the form of a limited liability company or a shareholding company by July 2008. It is expected that the HASTC will be converted into a Securities Tradin g Centre. 2. Public offer (PO) In Vietnam the processes of a public offer (PO) and listing are different, although companies may do the two simultaneously.A PO is an offer to sell shares, bonds or fund certificates via the mass media, or to at least 100 investors excluding institutional investors or to an unspecified number of investors. 2. 1 Participants (a) The issuer or issuing organization. This is the enterprise making the PO. The securities may be listed or unlisted. Underwriters. Securities in a PO may be distributed by underwriters. Underwriters must be securities companies authorized to underwrite issues of securities or a commercial banks approved by the SSC to underwrite issues of bonds, on conditions regulated by the MOF.The role of the underwriter is to assist the issuer to complete procedures prior to the PO, to purchase the securities for resale or the unsold portion of the securities from the issuer, and to assist the issuer to distribute the securities to the public . Custodian banks. These are commercial banks that are either domestic or foreign invested (that is, not an offshore licensed bank) and are licensed to carry out securities depository activities including the keeping and maintaining of securities.  © Allens Arthur Robinson – Vietnam Laws (b) (c) (d) Investors. Investors who wish to purchase securities may be Vietnamese or foreign investors but foreign investor must first apply for a securities trading code. Foreign investment is also subject to limitations (discussed below). 2. 2 Currency and par value Securities offered by a PO must be denominated in Vietnamese dong. The par value for shares and fund certificates is VND10,000 and the minimum par value for bonds is VND100,000. Conditions for a PO (a) Shares.An issuer of shares must be a shareholding company with paid-up capital of at least VND10 billion at the time of registration of the PO, must have made a profit in the year prior to the PO and must not have accumulated l osses as at the year of registration of the offer. The general meeting of shareholders1 of the issuer must pass an issue plan and plan for utilization of the proceeds earned. 2. 3 Under Decree 14 other specific conditions apply to newly established enterprises conducting an initial public offer if the enterprise is in the infrastructure or high-tech sectors.These conditions include the obligation for there to be an underwriter, and the obligation for there to be a bank supervising utilization of the proceeds earned from the offer. (b) Bonds. An issuer of bonds must have paid-up capital of at least VND10 billion at the time of registration of the PO, must have made a profit in the year prior to the PO, must not have accumulated losses as at the year of registration of the offer and must not have more than 100 overdue debts payable. The board of management or members’ council of the issuer (as applicable) must pass an issue plan and plan for utilization and repayment of the pro ceeds earned.The issuer of bonds must also give an undertaking to investors to discharge it obligations. In the case of convertible bonds the issue plan and plan for utilization proceeds must also have a plan for issuance of the shares for conversion and all plans must be passed by the general meeting of shareholders (not the board of management). (c) Fund Certificates. Issued fund certificates must have total value of at least VND50 billion. There must also be an issue plan and a plan for investment of the capital funds earned. 2. 4Prospectus Issuers of a PO must prepare a prospectus. The main contents for a prospectus are prescribed in Law 70 and the MOF has been delegated the task of creating a sample form prospectus. Among other things, the prospectus must include the financial statements of the issuer for the 2 years prior to the issue of the PO. The prospectus must be signed by the chairman of the board of management, the general director, the financial director/accountant (on ly in the case of shares and bonds) and the legal representative of the underwriter. . 5 Registration The issuer must register the PO with the SSC. To register, the issuer must submit a request for registration and attach those documents that are required by Law 70 (and which will be given more detail in specific regulations of the MOF). The documents required include the prospectus, the charter (or in the case of a PO of fund certificates, the proposed charter of the securities investment fund) and relevant resolutions and undertakings by the issuer. In the case of a PO for fund certificates the 1In the case of a enterprise with foreign owned capital that is converting to a shareholding company in combination with making a public offer of shares, Decree 14 clarifies that the issue plan and plan for utilization is passed by the owner of the enterprise with 100% foreign owned capital and the board of management of a joint venture enterprise. 2  © Allens Arthur Robinson – Vie tnam Laws contract for supervision between the custodian bank and the securities investment fund must also be submitted. The SSC has 30 days from receipt of the registration statement to certify registration. . 6 Announcement Within 7 days from certification of registration the issuer must make a public announcement in 3 consecutive newspaper issues. The announcement must stipulate the time in which investors have to register to purchase the securities. The time limit can be set by the issuer but must be a minimum of 20 days. Registration to purchase and payment of monies When an investor registers to purchase the securities it must pay the purchase price into an escrow bank account and this money will remain in escrow until completion of the PO.Allocation and delivery The issuer must allocate the securities within 90 days from the SSC’s certificate of acceptance, and physically deliver the securities to investors within 30 days from the date the offer ends. 2. 7 2. 8 3. List ing Listing is the process of taking a privately-owned organisation including an equitized or equitizing State owned enterprise (SOE) and making the transition to a publicly-owned entity whose shares can be traded on the HCMCSTC or HASTC. 3. Conditions, application and procedures for listing The regulations on the conditions, application files and procedures for listing a company are not contained in Law 70, they are contained in Decree 14. The conditions for listing on the stock exchange (of which there are currently none in Vietnam) are different from the conditions to list on a securities trading centre. However, in anticipation of the HCMCSTC converting to a stock exchange, new registrations for listing on the HCMCSTC must satisfy the conditions applicable for stock exchange listings, while existing listed companies on the HCMCSTC have two years to satisfy these conditions.Companies failing to meet these requirements will have their listing moved to the HASTC. Conditions, applic ation and procedures for listing on the Stock Exchange/HCMCSTC (a) Shares. The listing company must be a shareholding company with paid-up capital of at least VND80 billion at the time of registration for listing, must have made a profit in the two years prior to year of listing and must not have accumulated losses as at the year of registration for listing.There must not be overdue debts payable (unless a lawful reserve has been made for them) and there must be public disclosure of all debts owed to the company by officers2 and major shareholders. At least 100 shareholders must own 20% of the voting shares of the listing company, and there must be an undertaking from shareholders who are also officers of the company to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months. Bonds.The listing company or SOE must have paid-up capital of at least VND80 billion at the time of registration for listing, must have made a profit i n the two years prior to year of listing and must not have overdue debts of more than 1 year. There must be at least 50 bondholders in any one bond issue. 3. 2 (b) 2 Officers are the members of the board of management, members of the board of controllers, director, general director, deputy director, deputy general director and chief accountant.  © Allens Arthur Robinson – Vietnam Laws (c) Fund Certificates. Issued fund certificates must have total value of at least VND50 billion. There must be an undertaking from the initial shareholdings and members of the committee of representatives of the fund to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months. There must be at least 100 owners of fund certificates. 3. 3 Conditions, application and procedures for listing on the HASTC (a) Shares.The listing company must be a shareholding company with paid-up capital of at least VND10 billion at the time of registration fo r listing, must have made a profit in year prior to year of listing and must not have overdue debts of more than 1 year (with no current debts or financial obligations to the State). There must be at least 100 shareholders with voting shares, and there must be an undertaking from shareholders who are also officers of the company to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months.The conditions relating to profitable business operations and overdue debts do not apply to newly established enterprises in infrastructure and high-tech sectors or equitizing SOEs. (b) Bonds. The listing company or SOE must have paid-up capital of at least VND10 billion at the time of registration for listing, and all bonds in the issue must have the same maturity date. Other types of securities. The task of stipulating conditions for listing other types of securities has been delegated to the MOF. (c) 3. 4 Registration The listing enterpris e must register with the relevant exchange or trading centre.To register the listing enterprise must submit a registration slip and attach those documents that are required by Law 70 (and which will be given more detail in specific regulations of the exchange/trading centre). The documents required include the prospectus, relevant corporate resolutions, register of shareholders/bondholders and required undertakings. The exchange/trading centre has 30 days from receipt of the registration slip to approve or refuse the application. 3. 5 Trading Current guidelines on securities, membership of the HCMCSTC/HASTCand trading in securities are contained in Circular 583 implementing Decree 1444.In time, Circular 58 should also be repealed by a new circular implementing Law 70 and Decree 14. In the interim the HCMCSTC and the HASTC continue to apply the day to day trading rules contained in the Circular 58. In addition, under Law 70, the HCMCSTC and the HASTC each are given the responsibility to issue regulations on the trading of listed securities within their respective centres. 3. 6 Other trading Securities listed on a Stock Exchange cannot be traded outside the Stock Exchange, unless otherwise stipulated in the trading rules of the Stock Exchange.In comparison, securities listed on a securities trading centre (STC) can be traded at a securities company which is a trading member of the STC. 3. 7 Taxation holidays – almost over Previously, to encourage investment in Vietnam’s securities market, various incentives were offered, 3 4 Circular 58-2004-TT-BTC of the Ministry of Finance dated 17 June 2004. Both Circular 58 and Decree 144 were issued before Law 70 and Decree 14, and must be read down to the extent of the inconsistency. 4  © Allens Arthur Robinson – Vietnam Laws ncluding preferential corporate income tax rates to companies upon listing. However, this preferential tax treatment ceased on 1 January 2007. Dividends from shares have been fr ee of personal income tax since 1994. However this very long â€Å"temporary exemption† is expected to come to an end under the proposed Law on Personal Income Tax, which was considered by the National Assembly in October-November 2006 and is expected to be passed in 2007. If passed in its current draft form, dividends from shares will be subject to personal income tax at a proposed rate of 5% from 1 January 2009. . Public companies A public company is a newly introduced concept in Vietnam. A public company is a shareholding company with any of the following characteristics: †¢ †¢ †¢ Shares have been issued via a PO. Shares are listed on the HCMCSTC or the HASTC. Shares are owned by 100 or more investors, excluding professional securities investors, and have a paid-up charter capital of VND10 billion or more. Importantly, a company does not have to be listed to be deemed a public company. New rules introduced for public companies include: 4. Filing A public com pany must lodge the public company file with the SSC within 90 days of becoming a public company. The public company files comprises the company’s charter and business registration certificate, the most recent financial statement and summarized information on its business operations scale, management organization and shareholding structure. Major shareholders A shareholder of a public company is deemed to be a major shareholder when it holds directly or indirectly (undefined) 5% or more of the voting shares the company.Upon becoming a major shareholder, the shareholder must report to the SSC and the HCMCSTC or HASTC (depending on where the shares of the public company are listed/offered). The information that must be reported is not extensive: only details of the investor (name, address) and details of the shares (number, percentage). However, important changes to this information, including a change of the number of shares in excess of 1%, must also be reported. Takeovers An offer to purchaser 25% or more of the voting shares in a public company must be made by a â€Å"public offer to acquire†.The public offer to acquire must be registered with and approved by the SSC (the law does not detail any criteria or basis for the approval) and must be announced in the mass media. Of note, if after implementation of the public offer to acquire, the acquirer holds 80% or more in the public company, the acquirer must, if the remaining shareholders so request, acquire the remaining shares at the announced price of the offer to acquire. 4. 4 Disclosure requirements A public company must publicly disclose certain information and report it to the SSC.Annually, a public company must disclose its audited financial statements. In addition, it must disclose information within a short period (24 hours, or 72 hours) upon the happening of a prescribed event, for example if an account of the public company is frozen (within 24 hours) or if a decision is made to borrow bonds with a value of 30% or more of the company’s equity (within 72 hours). 4. 2 4. 3 5  © Allens Arthur Robinson – Vietnam Laws 5. 5. 1 Foreign investors – how to purchase sharesUnlisted shares To contribute capital or purchase shares in Vietnamese enterprises, foreign investors must open a Vietnamese dong capital contribution and share purchase account (Account) at a commercial bank operating in Vietnam. All transfers of funds for the purpose of contributing capital, purchasing and selling shares, transferring capital contribution, receiving and using dividends or profits distribution, or purchasing foreign currency from authorised banks for remittance abroad and other transactions relating to any activity of capital contribution or purchase of shares inVietnamese enterprises by foreign investors must be performed through this Account. Further, this Account may only be used for capital contributions and share purchase activities. Within 2 working days from the date of opening the Account at a commercial bank, the foreign investor must register the Account with the State Bank (Department of Foreign Exchange Control). Under law, the State Bank must certify registration of the account within 5 working days, or otherwise provide written notice of its reasons for refusing to provide certification.A foreign investor is only allowed to perform receipt or payment transactions through the Account after obtaining a document on certification of account registration from the State Bank. Therefore it is important for potential investors to organize this account well in advance of the relevant share purchase date. Other than the controls over the Account, trading in unlisted shares is largely unregulated. 5. 2 Listed shares The foreign investor must apply for a securities trading code from the HCMCSTC/HASTC.The application consists of an application form and supporting documents. Unfortunately, the supporting documents that originate outside Vietn am (for example the constitution and establishment documents of the foreign investor) are subject to the tedious requirements of notarization and certification. Investors must then open a VND securities trading account with a registered broker in accordance with Decision 15505 to service activities of the purchase and sale of securities.The following accounts must be opened by the broker at an authorized bank in Vietnam: (a) a specialized, on-call foreign currency deposit account, into which foreign currency of the foreign investor is deposited (i) for the purpose of conversion into VND for purchase of securities or (ii) after conversion from VND for the purpose of remittance overseas or other authorized foreign currency remittances in Vietnam; and (b) a specialized, on-call VND deposit account, into which all VND amounts (after conversion from foreign currency) and all VND income from securities nvestment is transferred and from which all VND remittances for purchase of securities or for conversion into foreign currency is made. Listed share certificates must be centrally deposited at the Vietnam Securities Depository (VSD). This happens in two steps: first, the owner deposits the certificates with a depository member (for example, the broker or depository bank) and second, the depository member in turn deposits the certificates at the VSD. Cash settlement is made via the settlement bank, which is the BIDV. 6. 6. 1Foreign investors – restrictions Prohibited and conditional sectors Four prohibited sectors are listed in the 2005 Law on Investment. These sectors apply equally to foreign and local investors. Nine conditional sectors are listed in the 2005 Law on Investment. These sectors also apply equally to foreign and local investors. In addition foreign investment is conditional in 13 sectors specified in Decree 108 and ‘other investment sectors in international treaties of which Vietnam is a member and which restrict the opening of the 5Decision 1550-2004-QD-NHNN of the State Bank of Vietnam dated 6 December 2004. 6  © Allens Arthur Robinson – Vietnam Laws market to foreign investors’. It is not yet clear what the conditions are, and whether they may include restrictions on indirect investment. 6. 2 Other restrictions The current (to the extent that they have not been specifically repealed) laws of Vietnam consist of the following restrictions: (a) (b) (c) There is a cap on total foreign shareholdings in or capital contributions to any one unlisted domestic business of 30% of the charter capital (30% rule).The range of unlisted companies in which foreign investors may purchase shares is also restricted by sector (only 35 business lines are permitted). Foreign investors may hold a maximum of 49% of the total shares of any one company listed at a stock exchange or registered for trading at a securities trading centre (49% rule). Although not yet specifically repealed these restrictions may be affected by the 2005 Law on Investment which stipulates â€Å"investors must be permitted to invest in all sectors and in all industries and trades which are not prohibited by law†.Therefore under this general rule foreign investors should be (in theory) permitted to invest in all sectors and all industries provided that they are not in a prohibited or conditional sector (as above). It is not clear if the authorities will interpret the 30% rule and the 49% rule as being repealed by or alternatively, qualifying the Law on Investment. We consider that the better view is that these rules should be repealed by the Law on Investment. This view is consistent with the WTO principle of national treatment.However, we understand that in a meeting held on 18 January 2007 between the Government Office, the Ministry of Finance and the SSC the Government Office expressed the Prime Minister’s opinion that the 49% rule would continue to be applied ‘temporarily’. In any event, specific re strictions will continue to apply to conditional sectors (for example, banks) in accordance with commitments made under international agreements. 7. 7. 1 Securities Industry Players General Securities companies and fund management companies are the key players in the Vietnamese securities industry.This section provides an overview of the scope of activities under Law 70 of these companies Securities company As at 29 December 2006, the SSC has issued 55 operational licenses to securities companies under the previous securities law regime. After the effective date of Law 70, being 1 January 2007, there have not been any operational licenses issued and the most likely reason is that the implementing regulations for Law 70 have not been promulgated to guide the SSC in its work.Under Law 70, securities companies are permitted to engage in any or all of the following activities (the minimum legal capital is listed along side each of the activity): (a) (b) securities brokerage (VND 25 bill ion); securities self-trading (if the securities company engages in this activity it can only conduct the other activity of underwriting) (VND 100 billion); underwriting issues of securities (VND 165 billion); securities investment consultancy (VND 10 billion); financial consultancy services; and other financial services. . 2 (c) (d) (e) (f) The permitted areas of activity are limited compared to the business areas permitted under the old securities law regime. The prescribed minimum legal capital has also increased. This explains why there was a rush towards the end of 2006 to obtain a securities company license from the SSC. 7  © Allens Arthur Robinson – Vietnam Laws 7. 3 Fund Management Company Prior to the effective date of Law 70, eighteen operational licenses were issued by the SSC to fund management companies.Again there was a rush to obtain a license towards the end of 2006 because the scope of business activities has been restricted under Law 70. A fund management company can only engage in fund management and portfolio management and the minimum legal capital for establishment is VND 25 billion. 8. Funds This section provides a brief overview of investment funds as this is the subject of a detailed paper which will be released once the MOF has settled the regulation on investments funds and other related matters. Investment funds have been driving the bullish Vietnamese stock market.There have been a growing number of offshore and onshore investment funds established in recent years. At least 25 investment funds are operating in the market with an objective of investing in Vietnam. The Prime Minister has reportedly indicated that regulations on capital controls would be tightened to prevent capital flight which probably means that the MOF’s soon to be released regulations would introduce further regulatory controls on the operation of Funds. In brief, Law 70 sets the framework for the establishment of onshore public and membersâ€℠¢ funds.Public funds and members’ funds must have at least VND 50 billion in start up capital and managed by a fund management company. A public fund may be an open or closed ended fund with at least 100 investors. A members’ fund must have up to 30 investors. Assets of a fund are to be held by a custodian bank. The MOF’s future regulation is expected to contain other operational requirements. This article was written by Julia Howes, a lawyer with Allens Arthur Robinson who has been practicing in Vietnam for 3 years.Allens Arthur Robinson is one of the largest international law firms in Asia, with more than 900 lawyers, including 179 partners. Allens Arthur Robinson has been providing legal services for clients in Australia for more than 180 years and in Asia for the past 30 years. Our Vietnam practice is managed by partners Bill Magennis in Hanoi and Nigel Russell in Ho Chi Minh City, both of whom joined the Allens Arthur Robinson partnership from 1 January 200 7. The Vietnam practice was established in 1993 and is one of the largest and most successful among foreign law firms in the country.For further information, please contact: Bill Magennis Partner, Hanoi Ph: +84 4 936 0990 Bill. [email  protected] com. au Nigel Russell Partner, Ho Chi Minh City Ph: +84 8 822 1717 Nigel. [email  protected] com. au Steve Pemberton Partner, Singapore Ph: +65 6535 6622 Steve. [email  protected] com. au Jim Dunstan Executive Partner – Banking & Finance and Asia offices, Sydney Ph: +61 2 9230 4571 Jim. [email  protected] com. au Simon Lynch Partner, Melbourne Ph: +61 3 9613 8922 Simon. [email  protected] com. au Jeremy Low Partner, Sydney Ph: +61 2 9230 4041 Jeremy. [email  protected] com. au This publication is copyright.Except as permitted under relevant laws, no part of this publication may be reproduced by any process, electronic or otherwise, without the specific written permission of the copyright owner.  © Allens Arthur Robinson 8  © Allens Arthur Robinson – Vietnam Laws The material contained in Vietnam Client Updates is intended to inform you of recent legal developments in Vietnam. It is not intended, and should not be relied upon, as legal advice. Should you wish further information in relation to any legal instrument or matter mentioned in this issue, please do not hesitate to contact one of our offices.Ho Chi Minh City Suite 605 Saigon Tower 29 Le Duan Boulevard District 1 Ho Chi Minh City,Vietnam Tel +84 8 822 1717 Fax +84 8 822 1818 nigel. [email  protected] com. au Hanoi Suite 401 Hanoi Tower 49 Hai Ba Trung Hanoi, Vietnam Tel +84 4 936 0990 Fax +84 4 936 0984 bill. [email  protected] com. au Allens Arthur Robinson – a leading international law firm with lawyers in: Bangkok | Beijing | Brisbane | Hanoi | Ho Chi Minh City | Hong Kong | Jakarta | Melbourne | Perth | Phnom Penh | Port Moresby | Shanghai | Singapore | Sydney 9  © Allens Arthur Robinson – Vietnam Laws The Securities Market in Vietnam The Securities Market in Vietnam – 14 March 2007 This article is an introduction to the legal framework that governs the securities market in Vietnam, in particular public offers, listing, public companies and buying shares. This article focuses on the provision of Law 70-2006QH11 of the National Assembly on Securities (Law 70) and Decree 14-2007-ND-CP of the Government dated 19 January 2007 Providing Detailed Regulations for Implementation of a Number of Articles of the Law on Securities (Decree 14) .The MOF is to shortly issue a regulation to further provide guidance to the SSC on regulating and establishing investment funds, securities companies and fund management companies. An update will be provided once the regulation has been promulgated. 1. 1. 1 Relevant bodies The State Securities Commission (SSC) The SSC is the official regulator of the stock exchange, and is overseen by the Ministry of Finance (MOF). The HCMC Securities Trading Centre (HCMCSTC) The HCMCSTC is an ad ministrative unit of the SSC.It is a securities trading and listing market and offers and official mechanism through which new government bonds are issued and is the secondary markets for several existing bonds. Currently, the HCMCSTC is an administrative unit under the SSC. Under Law 70 it is to covert to either a Stock Exchange or a Securities Trading Centre in the form of a limited liability company or a shareholding company by July 2008. It is expected that the HCMCSTC will be converted into a Stock Exchange. 1. 2 1. 3 The Hanoi Securities Trading Centre (HASTC) The HASTC is an administrative unit of the SSC.It is a securities trading and listing market and offers and is also Vietnam’s official over-the-counter market for securities. Under Law 70 it is to covert to either a Stock Exchange or a Securities Trading Centre in the form of a limited liability company or a shareholding company by July 2008. It is expected that the HASTC will be converted into a Securities Tradin g Centre. 2. Public offer (PO) In Vietnam the processes of a public offer (PO) and listing are different, although companies may do the two simultaneously.A PO is an offer to sell shares, bonds or fund certificates via the mass media, or to at least 100 investors excluding institutional investors or to an unspecified number of investors. 2. 1 Participants (a) The issuer or issuing organization. This is the enterprise making the PO. The securities may be listed or unlisted. Underwriters. Securities in a PO may be distributed by underwriters. Underwriters must be securities companies authorized to underwrite issues of securities or a commercial banks approved by the SSC to underwrite issues of bonds, on conditions regulated by the MOF.The role of the underwriter is to assist the issuer to complete procedures prior to the PO, to purchase the securities for resale or the unsold portion of the securities from the issuer, and to assist the issuer to distribute the securities to the public . Custodian banks. These are commercial banks that are either domestic or foreign invested (that is, not an offshore licensed bank) and are licensed to carry out securities depository activities including the keeping and maintaining of securities.  © Allens Arthur Robinson – Vietnam Laws (b) (c) (d) Investors. Investors who wish to purchase securities may be Vietnamese or foreign investors but foreign investor must first apply for a securities trading code. Foreign investment is also subject to limitations (discussed below). 2. 2 Currency and par value Securities offered by a PO must be denominated in Vietnamese dong. The par value for shares and fund certificates is VND10,000 and the minimum par value for bonds is VND100,000. Conditions for a PO (a) Shares.An issuer of shares must be a shareholding company with paid-up capital of at least VND10 billion at the time of registration of the PO, must have made a profit in the year prior to the PO and must not have accumulated l osses as at the year of registration of the offer. The general meeting of shareholders1 of the issuer must pass an issue plan and plan for utilization of the proceeds earned. 2. 3 Under Decree 14 other specific conditions apply to newly established enterprises conducting an initial public offer if the enterprise is in the infrastructure or high-tech sectors.These conditions include the obligation for there to be an underwriter, and the obligation for there to be a bank supervising utilization of the proceeds earned from the offer. (b) Bonds. An issuer of bonds must have paid-up capital of at least VND10 billion at the time of registration of the PO, must have made a profit in the year prior to the PO, must not have accumulated losses as at the year of registration of the offer and must not have more than 100 overdue debts payable. The board of management or members’ council of the issuer (as applicable) must pass an issue plan and plan for utilization and repayment of the pro ceeds earned.The issuer of bonds must also give an undertaking to investors to discharge it obligations. In the case of convertible bonds the issue plan and plan for utilization proceeds must also have a plan for issuance of the shares for conversion and all plans must be passed by the general meeting of shareholders (not the board of management). (c) Fund Certificates. Issued fund certificates must have total value of at least VND50 billion. There must also be an issue plan and a plan for investment of the capital funds earned. 2. 4Prospectus Issuers of a PO must prepare a prospectus. The main contents for a prospectus are prescribed in Law 70 and the MOF has been delegated the task of creating a sample form prospectus. Among other things, the prospectus must include the financial statements of the issuer for the 2 years prior to the issue of the PO. The prospectus must be signed by the chairman of the board of management, the general director, the financial director/accountant (on ly in the case of shares and bonds) and the legal representative of the underwriter. . 5 Registration The issuer must register the PO with the SSC. To register, the issuer must submit a request for registration and attach those documents that are required by Law 70 (and which will be given more detail in specific regulations of the MOF). The documents required include the prospectus, the charter (or in the case of a PO of fund certificates, the proposed charter of the securities investment fund) and relevant resolutions and undertakings by the issuer. In the case of a PO for fund certificates the 1In the case of a enterprise with foreign owned capital that is converting to a shareholding company in combination with making a public offer of shares, Decree 14 clarifies that the issue plan and plan for utilization is passed by the owner of the enterprise with 100% foreign owned capital and the board of management of a joint venture enterprise. 2  © Allens Arthur Robinson – Vie tnam Laws contract for supervision between the custodian bank and the securities investment fund must also be submitted. The SSC has 30 days from receipt of the registration statement to certify registration. . 6 Announcement Within 7 days from certification of registration the issuer must make a public announcement in 3 consecutive newspaper issues. The announcement must stipulate the time in which investors have to register to purchase the securities. The time limit can be set by the issuer but must be a minimum of 20 days. Registration to purchase and payment of monies When an investor registers to purchase the securities it must pay the purchase price into an escrow bank account and this money will remain in escrow until completion of the PO.Allocation and delivery The issuer must allocate the securities within 90 days from the SSC’s certificate of acceptance, and physically deliver the securities to investors within 30 days from the date the offer ends. 2. 7 2. 8 3. List ing Listing is the process of taking a privately-owned organisation including an equitized or equitizing State owned enterprise (SOE) and making the transition to a publicly-owned entity whose shares can be traded on the HCMCSTC or HASTC. 3. Conditions, application and procedures for listing The regulations on the conditions, application files and procedures for listing a company are not contained in Law 70, they are contained in Decree 14. The conditions for listing on the stock exchange (of which there are currently none in Vietnam) are different from the conditions to list on a securities trading centre. However, in anticipation of the HCMCSTC converting to a stock exchange, new registrations for listing on the HCMCSTC must satisfy the conditions applicable for stock exchange listings, while existing listed companies on the HCMCSTC have two years to satisfy these conditions.Companies failing to meet these requirements will have their listing moved to the HASTC. Conditions, applic ation and procedures for listing on the Stock Exchange/HCMCSTC (a) Shares. The listing company must be a shareholding company with paid-up capital of at least VND80 billion at the time of registration for listing, must have made a profit in the two years prior to year of listing and must not have accumulated losses as at the year of registration for listing.There must not be overdue debts payable (unless a lawful reserve has been made for them) and there must be public disclosure of all debts owed to the company by officers2 and major shareholders. At least 100 shareholders must own 20% of the voting shares of the listing company, and there must be an undertaking from shareholders who are also officers of the company to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months. Bonds.The listing company or SOE must have paid-up capital of at least VND80 billion at the time of registration for listing, must have made a profit i n the two years prior to year of listing and must not have overdue debts of more than 1 year. There must be at least 50 bondholders in any one bond issue. 3. 2 (b) 2 Officers are the members of the board of management, members of the board of controllers, director, general director, deputy director, deputy general director and chief accountant.  © Allens Arthur Robinson – Vietnam Laws (c) Fund Certificates. Issued fund certificates must have total value of at least VND50 billion. There must be an undertaking from the initial shareholdings and members of the committee of representatives of the fund to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months. There must be at least 100 owners of fund certificates. 3. 3 Conditions, application and procedures for listing on the HASTC (a) Shares.The listing company must be a shareholding company with paid-up capital of at least VND10 billion at the time of registration fo r listing, must have made a profit in year prior to year of listing and must not have overdue debts of more than 1 year (with no current debts or financial obligations to the State). There must be at least 100 shareholders with voting shares, and there must be an undertaking from shareholders who are also officers of the company to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months.The conditions relating to profitable business operations and overdue debts do not apply to newly established enterprises in infrastructure and high-tech sectors or equitizing SOEs. (b) Bonds. The listing company or SOE must have paid-up capital of at least VND10 billion at the time of registration for listing, and all bonds in the issue must have the same maturity date. Other types of securities. The task of stipulating conditions for listing other types of securities has been delegated to the MOF. (c) 3. 4 Registration The listing enterpris e must register with the relevant exchange or trading centre.To register the listing enterprise must submit a registration slip and attach those documents that are required by Law 70 (and which will be given more detail in specific regulations of the exchange/trading centre). The documents required include the prospectus, relevant corporate resolutions, register of shareholders/bondholders and required undertakings. The exchange/trading centre has 30 days from receipt of the registration slip to approve or refuse the application. 3. 5 Trading Current guidelines on securities, membership of the HCMCSTC/HASTCand trading in securities are contained in Circular 583 implementing Decree 1444.In time, Circular 58 should also be repealed by a new circular implementing Law 70 and Decree 14. In the interim the HCMCSTC and the HASTC continue to apply the day to day trading rules contained in the Circular 58. In addition, under Law 70, the HCMCSTC and the HASTC each are given the responsibility to issue regulations on the trading of listed securities within their respective centres. 3. 6 Other trading Securities listed on a Stock Exchange cannot be traded outside the Stock Exchange, unless otherwise stipulated in the trading rules of the Stock Exchange.In comparison, securities listed on a securities trading centre (STC) can be traded at a securities company which is a trading member of the STC. 3. 7 Taxation holidays – almost over Previously, to encourage investment in Vietnam’s securities market, various incentives were offered, 3 4 Circular 58-2004-TT-BTC of the Ministry of Finance dated 17 June 2004. Both Circular 58 and Decree 144 were issued before Law 70 and Decree 14, and must be read down to the extent of the inconsistency. 4  © Allens Arthur Robinson – Vietnam Laws ncluding preferential corporate income tax rates to companies upon listing. However, this preferential tax treatment ceased on 1 January 2007. Dividends from shares have been fr ee of personal income tax since 1994. However this very long â€Å"temporary exemption† is expected to come to an end under the proposed Law on Personal Income Tax, which was considered by the National Assembly in October-November 2006 and is expected to be passed in 2007. If passed in its current draft form, dividends from shares will be subject to personal income tax at a proposed rate of 5% from 1 January 2009. . Public companies A public company is a newly introduced concept in Vietnam. A public company is a shareholding company with any of the following characteristics: †¢ †¢ †¢ Shares have been issued via a PO. Shares are listed on the HCMCSTC or the HASTC. Shares are owned by 100 or more investors, excluding professional securities investors, and have a paid-up charter capital of VND10 billion or more. Importantly, a company does not have to be listed to be deemed a public company. New rules introduced for public companies include: 4. Filing A public com pany must lodge the public company file with the SSC within 90 days of becoming a public company. The public company files comprises the company’s charter and business registration certificate, the most recent financial statement and summarized information on its business operations scale, management organization and shareholding structure. Major shareholders A shareholder of a public company is deemed to be a major shareholder when it holds directly or indirectly (undefined) 5% or more of the voting shares the company.Upon becoming a major shareholder, the shareholder must report to the SSC and the HCMCSTC or HASTC (depending on where the shares of the public company are listed/offered). The information that must be reported is not extensive: only details of the investor (name, address) and details of the shares (number, percentage). However, important changes to this information, including a change of the number of shares in excess of 1%, must also be reported. Takeovers An offer to purchaser 25% or more of the voting shares in a public company must be made by a â€Å"public offer to acquire†.The public offer to acquire must be registered with and approved by the SSC (the law does not detail any criteria or basis for the approval) and must be announced in the mass media. Of note, if after implementation of the public offer to acquire, the acquirer holds 80% or more in the public company, the acquirer must, if the remaining shareholders so request, acquire the remaining shares at the announced price of the offer to acquire. 4. 4 Disclosure requirements A public company must publicly disclose certain information and report it to the SSC.Annually, a public company must disclose its audited financial statements. In addition, it must disclose information within a short period (24 hours, or 72 hours) upon the happening of a prescribed event, for example if an account of the public company is frozen (within 24 hours) or if a decision is made to borrow bonds with a value of 30% or more of the company’s equity (within 72 hours). 4. 2 4. 3 5  © Allens Arthur Robinson – Vietnam Laws 5. 5. 1 Foreign investors – how to purchase sharesUnlisted shares To contribute capital or purchase shares in Vietnamese enterprises, foreign investors must open a Vietnamese dong capital contribution and share purchase account (Account) at a commercial bank operating in Vietnam. All transfers of funds for the purpose of contributing capital, purchasing and selling shares, transferring capital contribution, receiving and using dividends or profits distribution, or purchasing foreign currency from authorised banks for remittance abroad and other transactions relating to any activity of capital contribution or purchase of shares inVietnamese enterprises by foreign investors must be performed through this Account. Further, this Account may only be used for capital contributions and share purchase activities. Within 2 working days from the date of opening the Account at a commercial bank, the foreign investor must register the Account with the State Bank (Department of Foreign Exchange Control). Under law, the State Bank must certify registration of the account within 5 working days, or otherwise provide written notice of its reasons for refusing to provide certification.A foreign investor is only allowed to perform receipt or payment transactions through the Account after obtaining a document on certification of account registration from the State Bank. Therefore it is important for potential investors to organize this account well in advance of the relevant share purchase date. Other than the controls over the Account, trading in unlisted shares is largely unregulated. 5. 2 Listed shares The foreign investor must apply for a securities trading code from the HCMCSTC/HASTC.The application consists of an application form and supporting documents. Unfortunately, the supporting documents that originate outside Vietn am (for example the constitution and establishment documents of the foreign investor) are subject to the tedious requirements of notarization and certification. Investors must then open a VND securities trading account with a registered broker in accordance with Decision 15505 to service activities of the purchase and sale of securities.The following accounts must be opened by the broker at an authorized bank in Vietnam: (a) a specialized, on-call foreign currency deposit account, into which foreign currency of the foreign investor is deposited (i) for the purpose of conversion into VND for purchase of securities or (ii) after conversion from VND for the purpose of remittance overseas or other authorized foreign currency remittances in Vietnam; and (b) a specialized, on-call VND deposit account, into which all VND amounts (after conversion from foreign currency) and all VND income from securities nvestment is transferred and from which all VND remittances for purchase of securities or for conversion into foreign currency is made. Listed share certificates must be centrally deposited at the Vietnam Securities Depository (VSD). This happens in two steps: first, the owner deposits the certificates with a depository member (for example, the broker or depository bank) and second, the depository member in turn deposits the certificates at the VSD. Cash settlement is made via the settlement bank, which is the BIDV. 6. 6. 1Foreign investors – restrictions Prohibited and conditional sectors Four prohibited sectors are listed in the 2005 Law on Investment. These sectors apply equally to foreign and local investors. Nine conditional sectors are listed in the 2005 Law on Investment. These sectors also apply equally to foreign and local investors. In addition foreign investment is conditional in 13 sectors specified in Decree 108 and ‘other investment sectors in international treaties of which Vietnam is a member and which restrict the opening of the 5Decision 1550-2004-QD-NHNN of the State Bank of Vietnam dated 6 December 2004. 6  © Allens Arthur Robinson – Vietnam Laws market to foreign investors’. It is not yet clear what the conditions are, and whether they may include restrictions on indirect investment. 6. 2 Other restrictions The current (to the extent that they have not been specifically repealed) laws of Vietnam consist of the following restrictions: (a) (b) (c) There is a cap on total foreign shareholdings in or capital contributions to any one unlisted domestic business of 30% of the charter capital (30% rule).The range of unlisted companies in which foreign investors may purchase shares is also restricted by sector (only 35 business lines are permitted). Foreign investors may hold a maximum of 49% of the total shares of any one company listed at a stock exchange or registered for trading at a securities trading centre (49% rule). Although not yet specifically repealed these restrictions may be affected by the 2005 Law on Investment which stipulates â€Å"investors must be permitted to invest in all sectors and in all industries and trades which are not prohibited by law†.Therefore under this general rule foreign investors should be (in theory) permitted to invest in all sectors and all industries provided that they are not in a prohibited or conditional sector (as above). It is not clear if the authorities will interpret the 30% rule and the 49% rule as being repealed by or alternatively, qualifying the Law on Investment. We consider that the better view is that these rules should be repealed by the Law on Investment. This view is consistent with the WTO principle of national treatment.However, we understand that in a meeting held on 18 January 2007 between the Government Office, the Ministry of Finance and the SSC the Government Office expressed the Prime Minister’s opinion that the 49% rule would continue to be applied ‘temporarily’. In any event, specific re strictions will continue to apply to conditional sectors (for example, banks) in accordance with commitments made under international agreements. 7. 7. 1 Securities Industry Players General Securities companies and fund management companies are the key players in the Vietnamese securities industry.This section provides an overview of the scope of activities under Law 70 of these companies Securities company As at 29 December 2006, the SSC has issued 55 operational licenses to securities companies under the previous securities law regime. After the effective date of Law 70, being 1 January 2007, there have not been any operational licenses issued and the most likely reason is that the implementing regulations for Law 70 have not been promulgated to guide the SSC in its work.Under Law 70, securities companies are permitted to engage in any or all of the following activities (the minimum legal capital is listed along side each of the activity): (a) (b) securities brokerage (VND 25 bill ion); securities self-trading (if the securities company engages in this activity it can only conduct the other activity of underwriting) (VND 100 billion); underwriting issues of securities (VND 165 billion); securities investment consultancy (VND 10 billion); financial consultancy services; and other financial services. . 2 (c) (d) (e) (f) The permitted areas of activity are limited compared to the business areas permitted under the old securities law regime. The prescribed minimum legal capital has also increased. This explains why there was a rush towards the end of 2006 to obtain a securities company license from the SSC. 7  © Allens Arthur Robinson – Vietnam Laws 7. 3 Fund Management Company Prior to the effective date of Law 70, eighteen operational licenses were issued by the SSC to fund management companies.Again there was a rush to obtain a license towards the end of 2006 because the scope of business activities has been restricted under Law 70. A fund management company can only engage in fund management and portfolio management and the minimum legal capital for establishment is VND 25 billion. 8. Funds This section provides a brief overview of investment funds as this is the subject of a detailed paper which will be released once the MOF has settled the regulation on investments funds and other related matters. Investment funds have been driving the bullish Vietnamese stock market.There have been a growing number of offshore and onshore investment funds established in recent years. At least 25 investment funds are operating in the market with an objective of investing in Vietnam. The Prime Minister has reportedly indicated that regulations on capital controls would be tightened to prevent capital flight which probably means that the MOF’s soon to be released regulations would introduce further regulatory controls on the operation of Funds. In brief, Law 70 sets the framework for the establishment of onshore public and membersâ€℠¢ funds.Public funds and members’ funds must have at least VND 50 billion in start up capital and managed by a fund management company. A public fund may be an open or closed ended fund with at least 100 investors. A members’ fund must have up to 30 investors. Assets of a fund are to be held by a custodian bank. The MOF’s future regulation is expected to contain other operational requirements. This article was written by Julia Howes, a lawyer with Allens Arthur Robinson who has been practicing in Vietnam for 3 years.Allens Arthur Robinson is one of the largest international law firms in Asia, with more than 900 lawyers, including 179 partners. Allens Arthur Robinson has been providing legal services for clients in Australia for more than 180 years and in Asia for the past 30 years. Our Vietnam practice is managed by partners Bill Magennis in Hanoi and Nigel Russell in Ho Chi Minh City, both of whom joined the Allens Arthur Robinson partnership from 1 January 200 7. The Vietnam practice was established in 1993 and is one of the largest and most successful among foreign law firms in the country.For further information, please contact: Bill Magennis Partner, Hanoi Ph: +84 4 936 0990 Bill. [email  protected] com. au Nigel Russell Partner, Ho Chi Minh City Ph: +84 8 822 1717 Nigel. [email  protected] com. au Steve Pemberton Partner, Singapore Ph: +65 6535 6622 Steve. [email  protected] com. au Jim Dunstan Executive Partner – Banking & Finance and Asia offices, Sydney Ph: +61 2 9230 4571 Jim. [email  protected] com. au Simon Lynch Partner, Melbourne Ph: +61 3 9613 8922 Simon. [email  protected] com. au Jeremy Low Partner, Sydney Ph: +61 2 9230 4041 Jeremy. [email  protected] com. au This publication is copyright.Except as permitted under relevant laws, no part of this publication may be reproduced by any process, electronic or otherwise, without the specific written permission of the copyright owner.  © Allens Arthur Robinson 8  © Allens Arthur Robinson – Vietnam Laws The material contained in Vietnam Client Updates is intended to inform you of recent legal developments in Vietnam. It is not intended, and should not be relied upon, as legal advice. Should you wish further information in relation to any legal instrument or matter mentioned in this issue, please do not hesitate to contact one of our offices.Ho Chi Minh City Suite 605 Saigon Tower 29 Le Duan Boulevard District 1 Ho Chi Minh City,Vietnam Tel +84 8 822 1717 Fax +84 8 822 1818 nigel. [email  protected] com. au Hanoi Suite 401 Hanoi Tower 49 Hai Ba Trung Hanoi, Vietnam Tel +84 4 936 0990 Fax +84 4 936 0984 bill. [email  protected] com. au Allens Arthur Robinson – a leading international law firm with lawyers in: Bangkok | Beijing | Brisbane | Hanoi | Ho Chi Minh City | Hong Kong | Jakarta | Melbourne | Perth | Phnom Penh | Port Moresby | Shanghai | Singapore | Sydney 9  © Allens Arthur Robinson – Vietnam Laws

Litrature Essay Example | Topics and Well Written Essays - 3000 words

Litrature - Essay Example In Greek mythology, Medea (Greek, "virility") was the daughter of King Aeà «tes of Colchis (now a territory of modern Georgia), niece of Circe, and later wife to Jason. In the play Medea, Jason leaves Medea when Creon, King of Corinth offers him his daughter.The Medea tells the story of the jealousy and revenge of a woman betrayed by her husband. She has left home and father for Jasons sake, and he, after she has borne him children, forsakes her, and betroths himself to Glauce, the daughter of Creon, ruler of Corinth. Creon orders her into banishment that her jealousy may not lead her to do her child some injury. In vain she begs not to be cast forth, and finally asks for but one days delay. This Creon grants, to the undoing of him and his. Jason arrives and reproaches Medea with having provoked her sentence by her own violent temper. Had she had the sense to submit to sovereign power she would never have been thrust away by him. In reply she reminds her husband of what she had once done for him; how for him she had betrayed her father and her people; for his sake had caused Pelias, whom he feared, to be killed by his own daughters. .(Euripides, 2003) The story of â€Å"Wide Sargasso Sea† is set just after the emancipation of the slaves, in that uneasy time when racial relations in the Caribbean were at their most strained. Antoinette (Rhys renames her and has Rochester impose the name of Bertha on her when their relationship dissolves) is descended from the plantation owners, and her father has had many children by negro women. She can be accepted neither by the negro community nor by the representatives of the colonial centre. As a white creole she is nothing. The taint of racial impurity, coupled with the suspicion that she is mentally imbalanced bring about her inevitable downfall. (Rhys,1997) In Medea, protagonist of the play, Medeas homeland is Colchis, an island in the Black Sea, which the Greeks considered the edge of the earth--a

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M7 discusion - Assignment Example The row totals and the column totals in a two-way table give the marginal distributions of the two variables separately. There are two marginal distributions in a two-way table and each marginal distribution from a two-way table is a distribution for a single categorical variable. The conditional distribution of the row variable for one specific value of the column variable is each entry in the column as a percent of the column total. The conditional distribution of the column variable for one specific value of the row variable is each entry in the row as a percent of the row total. The complete conditional distribution gives the proportions or percents for all possible values of the conditioning variable. The conditional distribution reveals the nature of association between two categorical variables. The chi-square statistic (denoted by χ2) measures the relative difference between expected and observed frequencies (cell counts). It is a measure of how much the observed cell counts in a two-way table diverge from the expected cell counts. The Chi-square statistic is computed by first taking the difference between each observed count and its corresponding expected count, and Taking Square of these values, than dividing each squared difference by the expected count, and finally taking sum of all the values. The chi-square is appropriate to use when the variables are simple random samples (SRSs), measured on categorical level and the average expected cell count is 5 or greater and all individual expected counts are 1 or greater, except in the case of 2 Ãâ€" 2 tables. All four expected counts in a 2 Ãâ€" 2 table should be 5 or greater. The two models for using a chi square test are ‘Comparing several populations: the first model’ and ‘Test independence: the second model’. In the first model, independent SRSs are drawn

Media Criticism Paper Term Example | Topics and Well Written Essays - 1000 words

Media Criticism - Term Paper Example This order attempts to outline why Dr. Phil show serves as the best show for the audience. Dr. Phil invites the victims of various life challenges on the stage before the audience and they get a chance to describe their challenges. The session is couple with videos or recordings of the activities that may have led to the problem for the victim. In many cases, the challenges involve unusual behaviours that people develop as a result of engaging in some activities or conflicts between parents, children or lovers. The program is considered to be the best because Dr. Phil engages the victim to get to the root cause of the problem. It is also captivating because it involves different issues that affect members of the society and thus many people can relate to the problems being solved and also gain solutions to their problems (McGraw 45). I love Dr. Phil show because I get to realise many challenges that people face in their life. For instance, issues of dating a person who is addicted to certain drugs or behaviours are common in Dr. Phil show. In a certain show a lady and her boyfriend were introduced before the audience where her boyfriend had forced her to engage in different types of drugs including the hard drugs. Her parents were so disappointed that she would not listen to them anymore due to her obsession with her boyfriend. When she was introduced on Dr. Phil, she admitted that her relationship with her boyfriend had completely changed her behaviour but she was not will to quit the relationship. Although she promised to change after receiving advice from Dr. Phil, the lesson was critical especially to young people that lovers can change one’s life and behaviour completely. Dr. Phil show is thus essential to almost all members of the societies since different people have different life challenges that they can connect with in the show. Dr. Phil show attracts a lot of audience

The Gattaca and Brave New World Essay Example | Topics and Well Written Essays - 500 words

The Gattaca and Brave New World - Essay Example According to the research findings, it can, therefore, be said that both the movie Gattaca and book â€Å"The Brave New World† have a character who share similarity and at some points expressing different opinions. The main characters in these artworks are similar in the sense that they are portrayed as strong characters that readily rebel against their own societies. After the encounter with DNA in a black market, Vincent decides to change his identity to a famous astronaut making everyone view him as an â€Å"invalid†. This character accomplished this transformation only after realizing that he has more strength than his brother is, particularly after defeating him in their swimming game. John and Bernand also rebel against their society form reading and thinking people. The writing by John Stuart Mill that â€Å"it is better being a human being who is dissatisfied than a pig who is satisfied† may be qualitatively analyzed to satisfy the status of humanity to t hat of a pig or better describe the dissatisfying nature of humans. The book The Brave New World and movie Gattaca artistically create fictional places that satisfy the needs and the desire of humanity; nonetheless, with prices to pay. These stories reveal the achievement in the field of science, especially in biology and genetics. However, the social progress within their storylines presents the sense of individualism, discrimination, and the loss of personal freedom, particularly among those who are not biological elites. Both stories are dealing with the potential imperfections of utopia; therefore, they are entirely referred to dystopias. Moreover, they as well real the optimistic visions by which societies are striving to achieve, but they never tend to achieve the same desires or goals.

Sport Organization Communications Proposal Term Paper

Sport Organization Communications Proposal - Term Paper Example The term communication now covers all the latter-day additions to the primitive trench or passageway: telegraph, telephone, radio, television and computer. The distinguishing feature of all these modern inventions is that they enable rapid communication between persons widely separated thus giving them the group name ‘telecommunications’ with ‘tele’ stemming from the Greek word far ‘far off.’ In broad terms, communication means that which is shared, the ‘commons’ as the English language flowered, communication stood for the action of sharing in the mental or non-material realm, especially in and through the use of words. Anything that links two or more persons or places has come to be communication as it has come to include the means as well as the primary activity itself, (Adair, 2009) Communication skills are essential in leading, managing and working others. Understanding the nature of communication is the foundation of effective communication and hence the skills required include speaking, listening, writing and reading. For effective communication, every individual needs a good grounding and ability in these skills, so it is a matter of sharpening and honing them in the context of the daily working life. The aspiration to lead or manage others need competency in these skills as communication is a brother and sister of leadership. Principles of good speaking, which are the same as the general principles of communication are being simple, prepared, clear, vivid and natural. These principles need to be tied firmly on the communication mast as they can be applied in every form of communication. According to Adair (2009), communication usually implies both intension and means and in a sharper focus can be said that it is essentially the ability of one person to make contact with another to make himself or herself understood. It can also be the process by which meanings are exchanged between

Journal entry Coursework Example | Topics and Well Written Essays - 500 words

Journal entry - Coursework Example 13). Many studies have determined the existence of a strong relationship between a child’s ability to read and the length of time the child spends reading (Armbruster, et al., n.d., p. 22). This evidence has long encouraged the teachers to promote the practice of voluntary reading in the classroom. Teachers need to hear, guide, and supervise the children as they read because there is no research evidence to support the improvement of reading fluency in children through independent, silent reading with minimal feedback and guidance from the teachers (Armbruster, et al., n.d., p. 22). Most students need nearly two years of phonics instruction. Starting phonics instruction early during kindergarten helps the teachers complete it near the first grade’s end. Accordingly, starting it early in the first grade implies that it should be completed at the second grade’s end (Armbruster, et al., n.d., p. 17). Evidence-based practice implies that teachers should use both prin t sources and firsthand experiences to enhance learning (Spencer and Guillaume, 2006, p. 208). Language and vocabulary are both of paramount importance for a child to learn to read. Children draw connection between the words they see in the text and the words they have heard and are stored in their memories to make sense of what they are reading. Vocabulary also plays an important role in reading comprehension. Children find it hard to understand what they read without knowing the meanings of the words they read. Teachers should try to make the children memorize meanings of new words as the class proceeds towards reading more advanced texts. â€Å"While a substantial amount of general vocabulary is acquired through wide reading, it is also important for teachers to address word learning directly† (Richek, 2005, p. 414). Scientific research on vocabulary instruction shows that for the most part, vocabulary learning is an indirect process, and that teachers must

Human resourse Essay Example | Topics and Well Written Essays - 2250 words

Human resourse - Essay Example Greenway Industries has employed members of both the families and began to grow and made huge profits. Later some issues took place in the firm due to existing reporting process. One of the female members (Kate) in the family believed that male dominated operation will reduce her privileges. The firm has 45 female employees, most of whom work in lower-level clerical positions or on the assembly line. Practically none are in middle or senior or professional positions. Donna’s board membership stands out as an isolated example of female authority. Kate is the daughter of Bob’s and Donna, married to Peter who is the chief finance officer. Kate is not a board member and works in the company’s accounts section on a casual basis when her work at home allows. Kate worked in a big law firm that had enlightened policies in relation to its female workers. She believes that a wholehearted approach to the preparation of the Agency report is called for and her values would make some kind of tokenistic report unacceptable. Kate has begun an informal campaign—mostly through some gentle pressure on her husband Peter and her mother—to have the firm take the reporting process seriously. Robert Lim sees Kate’s move as an attempt to find a spot on the board for her. Kate denies this but believes that her daughters have a genuine interest in joining the firm when they are older. This creates pressure for the board of directors from Donna because of Kate. A family owned business involves one or more family in ownership and control of the business. It is the oldest form of business organization. It is â€Å"A  small or medium-sized business that is controlled and operated by members of a family. It may be organized as a sole proprietorship, partnership, corporation, or limited liability company.† (Business definition for: Family business. 2009). Family owned