Corporate Law And Shareholder Approval - 3168 Words

Most equity carve-outs do not require shareholder approval and require only approval by the parent company’s and subsidiary company’s boards of directors. More complicated corporate law considerations, particularly those related to fiduciary duties, typically arise following the closing of an equity carve-out, especially if the parent retains a significant equity interest in the subsidiary. Shareholder Approval The question of whether shareholder approval is required to implement an equity carve-out is determined by state law. While shareholder approval statutes vary by state, most are substantially similar to Delaware’s statute, which provides that shareholders must approve a transaction in which a company will sell all or substantially†¦show more content†¦Most equity carve-outs are not large enough to require shareholder approval; if the parent sells less than a majority stake and retains control over the subsidiary, there is a strong argument against needing to obtain shareholder approval. If the parent sells between 50% and 100% of its subsidiary shares, on the other hand, and the subsidiary’s business is important to the parent, there is a strong argument in support of needing shareholder approval. The requirement for shareholder approval is significant because proxy materials must be mailed, a shareholder meeting must be organized and approval must be obtained before the transaction can be completed. If the parent’s shares are registered under the Exchange Act, proxy materials must comply with Regulation 14A and meet disclosure requirements. While proxy materials should disclose the material terms of the offering, details such as final price and size of the offering are typically not determined until the registration statement is effective, which creates a risk that the parent will not be able to meet its disclosure obligations. Board Approval Approval is typically required by both the parent’s and the subsidiary’s boards of directors in order to implement an equity carve-out. While the specific

Happiness Is A Concept Of Happiness - 1133 Words

Webster’s Dictionary defines happiness as â€Å"feeling pleasure and enjoyment because of your life or situation† (â€Å"Happy†). Happiness is a generic term to describe a healthy wellbeing. The term is unique due to everyone receiving happiness in different ways. With copious ways of reaching a feeling of happiness, it is difficult to pinpoint a way to achieve this emotion. Many individuals obtain happiness by helping others while others gain happiness out of damaging others. With different methods of achieving happiness, one will also find that there are multiple outcomes of this feeling. One can have a short burst of happiness, or a happiness that last for a long duration. In fact, the outcome of one’s happiness can define the type of person someone will be. When happiness does not last long, one will be longing for that feeling again. Happiness is a complex process that nearly everyone seeks to achieve on a daily basis. Happiness plays an important rol e in how one lives their life in the world. Our quality of life is, for the most part, determined by our levels of happiness. When one’s happiness dips into low levels, one will struggle with continuing on in life. Happiness brings a motivation for one to be successful in life and make the most of their lifetime. Without happiness, several people will take a different approach to life which is no life at all (suicide). Everyone needs happiness to bring purpose into their life. For this reason, it is a popular occurrence to searchShow MoreRelatedHappiness Is An Abstract Concept1338 Words   |  6 PagesHappiness is an abstract concept. It is mainly expressed individual’s own feeling that is a sensational state of a person (Suikkanen 2011). It is all about what we imagine, feel, assume and how do we perform in harmony. Nowadays, there is a rising trend of measurement of happiness amongst government all over the world to determine their people’s well-being. 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Proposal Argument Essay Free Essays

Licensing for personal trainers: legitimizing the profession. â€Å"In its present form, personal training only dates back a few decades, yet it is among the fastest growing professions in the U. S. We will write a custom essay sample on Proposal Argument Essay or any similar topic only for you Order Now † (Holt). In the 80’s and 90’s personal trainers were predominantly heavy lifters who looked like they could soon compete in a bodybuilding contest. The muscular physique automatically qualified each of them as â€Å"guru† in the fitness world and helped quickly build a clientele. Towards the late-90’s, the situation started to change: gyms became less and less of an intimidating environment for a wide category of people with no desire to become â€Å"huge. † Personal trainers of a new generation expanded their specialization to weight loss, cardio vascular health, toning and general fitness which made training itself more accessible for all age groups, people with different skill levels and special requirements. As a result. , the trainer’s job today has become very complex and goes much farther instructions during a workout session. It can’t be successfully performed without a strong knowledge of anatomy, kinesiology, program development and even psychology You will assume that someone who guides and assists you in developing health and fitness must be a specialist in this area of knowledge. Of course! But do you know that one can become â€Å"a certified personal trainer† by taking an online test for less than 100 dollars? It’s true! Competence and skill level of many trainers you see at health clubs and gyms is low and they are surely not worth the money spent. Moreover, your health is under potential risk! The solution to this problem can be achieved through a required licensing of personal trainers just like other health/medical professionals. This would benefit both the public and the personal training profession. As a fitness trainer for over seven years, I truly believe that our industry desperately needs more regulations. My background in gymnastics in addition to two certifications from Wellness Academy (Russia) and International Sports Science Association (USA) surely give me a big advantage over someone who spent $69.95 and a couple weeks learning â€Å"all the nitty-gritty of personal training† to obtain so called ExpertRating Online Certification (Personal Training Certification). So you may think: the less my competitors know the better my services look in comparison with their. No, it’s not that easy! I would rather have a strong competition than constantly disprove common opinion about personal trainers as people with weak knowledge base who flirt with clients, bark orders and very often behave unprofessionally. A few times I trained people who had bad experience with a trainer in the past and it felt like I had to break the wall of apprehension and distrust before they took me seriously. Not only I had to defend myself in some ways but there were also financial consequences when clients refused to pay me upfront (usually a client prepays for a package of sessions) and that’s why I got paid on session-by-session basis with no commitment from client’s side. I personally know a few trainers who collected money for the training and disappeared while their clients have been left with nothing! Therefore, such a practice like licensing could be a very effective control instrument for the industry and could keep trainers accountable for their actions. From clients’ perspective, mandatory licensing can become a guarantee of receiving a high quality service – safe and efficient workout. Nancy Howard, a health professional and a Certified Running Coach, states in her article â€Å"Poll: Should Personal Trainers Be Licensed†: â€Å"When we place our trust in those who will direct us on the proper path to reclaiming our health and fitness, it is important that we have full disclosure of their qualifications.† Her words means a lot in today’s situation, when many people seeking for personal trainers’ help have some kind of health issue that limit their ability to perform certain movements or type of physical activity. I had the opportunity to work with clients who had knee replacements, severe stage of scoliosis, arthritis, diabetes, past injuries and so on. You can easily hurt a client or worsen an existing condition by using inappropriate exercising techniques and approaches. Once I’ve seen a trainer who made his new client with swayback (lordosis) do multiple low back exercises with significant weight. With such a spine condition you have to be extremely careful when perform any activity involving low back and must primarily focus on strengthening your abdominal muscles and back of the thighs in order to balance the inward curvature of spine. As a result of that unconsidered workout the client had extreme back pains and decided to stop training. Not only this could be prevented if a trainer had more knowledge about lordosis (which is pretty easy to determine), but the client would be able to improve his back condition with appropriate exercise routine. This example shows that some certification organizations fail to provide the market with well-qualified and knowledgeable professionals. They are not regulated by state and often offer take-home or on-online tests which objectivity is questionable. Licensing, on the other side, means a nationally standardized test and leaves no place for cheating. It is interesting to note that Howard makes a comparison between personal trainers and other health professionals like â€Å"Registered Nurses, Licensed Vocational Nurses, Physical Therapists and Registered Dietitians† who required to be licensed by the state which they practice. According to her, there is no reason why personal trainers should be treated any different as their services belongs to the same field (Howard). In my opinion, this analogy is more than appropriate considering that clients are paying almost as much for a private training session as for the one-hour massage or a visit to dietician. Moreover, Howard mentions two interesting points in favor of the licensing. First, it â€Å"will facilitate referrals from traditional health care providers,† and, secondly, the insurance companies â€Å"will be more likely to reimburse for services if personal trainers are licensed† (Howard). This means more people would be able to afford training that is safe and effective. Clearly, the transformation of personal training industry won’t be easy. Joe Cannon (personal trainer, author and health educator) states that â€Å"a government mandated fitness license might also mean an end to fitness organizations all together. † At the present moment, there are dozens of certifying fitness organizations within US and, for obvious reasons, they are resisting to proposed legislation changes. â€Å"If personal trainers needed a license† – Cannon says – â€Å"then all fitness organizations would come under the jurisdiction of the government and the ‘licensing’ would be standardized. † I understand how much multimillion dollar certification business would be affected but new market conditions will automatically eliminate companies like ExpertRating Online Certification and increase the entrance barrier into the profession. I’m sure strong certification organizations like NASM, ACE, IFTA, ACMS and a few others would find their place in the restructured industry although they will fight against licensing to the last breath. As a negative factor of licensing Cannon mentions that â€Å"each trainer would be paying the government every year or so to maintain their license; that’s in addition to what they pay for fitness continuing education classes. † Of course, no one would be happy about it but the level of discontent will depend on the amount of a fee. I’m already paying about 500-600 dollars every two years to keep my certification valid and another 400 dollars for insurance so if the new expense would stay within the same range there shouldn’t be a problem. Another concern regarding potential licensing of personal trainers is difficulties in its obtaining. Senate Bill 2164 (â€Å"Fitness Professional Licensing Act†) proposed in New Jersey in 2008 requires a licensure: To complete an approved course of study of not less than 300 in-person classroom hour†¦. which shall include not less than 50 hours of an unpaid internship in the presence of and under the direct supervision of, a licensed fitness professional, which internship shall be provided by the school providing the approved course of study; and (b) have passed an examination administered or approved by the board; or (2) possess an associate’s or bachelor’s degree in physical education, exercise science, exercise physiology or adult fitness. (S2164) The majority of fitness professionals’ community finds this bill inappropriate for experienced and qualified trainers who are in the business for years. It basically means they would have to go back to school and put their clients aside for a while. I personally know a few trainers without a degree but with years of work in the field and several certifications of all kinds. There are no doubts about their qualification! Nevertheless according to the â€Å"Fitness Professional Licensing Act† these people would need 50 hours of unpaid internship which is absolutely ridiculous! Joe Stein, president of Renaissance Fitness Wellness Inc. , also expresses his negative opinion about the bill by saying that â€Å"the New Jersey state senate is trying to balance the bloated state budget on the backs of personal trainers and their clients† (Halvorson). On the other side, proposed legislation requirements establish a comprehensive educational program for people entering the field. Therefore beginner trainers would not only have a strong theoretical skills  but a real life work experience in the gym. There is no such certification at the present moment that can offer internship or any kind of workshop unless you are ready to pay another 600 dollars on top of the certification cost. Despite all advantages that licensing can potentially bring into the personal training industry, proposed legislation in New Jersey, Maryland and Georgia in 2008 achieved no success (State Licensing of Personal Trainers Update – December 2008). The bill doesn’t consider existing circumstances of the profession and is unrealistic at its present format. However, National Board of Fitness Examiners started to work on â€Å"one nationally standardized examination process in lieu of 50 different state board exams† (State Licensing of Personal Trainers Update – December 2008). So when the time is right it can be used by states and will avoid a possibility â€Å"when the exams could be developed by people outside the profession† (State Licensing of Personal Trainers Update – December 2008). After all, I strongly believe that licensing is necessary in personal training business as it legitimizes the profession. I want to be recognized as a â€Å"specialist† in the eyes of potential clients and people in a health/medical field. From the business owner’s perspective, licensing would be extremely helpful in finding properly educated and experienced trainers whose work can correspond to the high standards that I set for my clients. How to cite Proposal Argument Essay, Essays