Wednesday, August 26, 2020
Biography Of Genghis Khan :: Biography Genghis Khan Bio Bios Essays
Life story of Genghis Khan The old world had numerous incredible pioneers. Alexander the Great, Hannibal and even Julius Caesar met with battle on their ascent to power. Maybe Genghis Khan was the most huge of all these rulers. To demonstrate that Genghis Khan was the best ruler, we should go back to the earliest reference point of his reality. We should inspect such issues as; Genghisâ ¹s battle for power/how his life as a youngster would influence his standard, his own and military accomplishments and his victories. Genghis Khan was initially conceived as Temujin in 1167. He appeared early guarantee as a pioneer and a warrior. By 1206, a get together of Mongolian chieftains declared him Genghis Khan. Which implied General or powerful ruler. This was a striking move for the gathering. They clearly observed some initiative characteristics in Genghis that others didnâ ¹t. When Genghis Khan was pretty much nothing, his chieftain father harmed. With no pioneer left, the clan surrendered Genghis and his mom. They were disregarded for a long time to think about themselves. All through these years, his family met numerous difficulties, for example, deficiency of food what's more, deficiency of cash. In spite of the fact that unfit to peruse, Genghis was an astute man. His mom let him know at an early age the significance of trust furthermore, autonomy. Keep in mind, you have no associates however your shadow Grolier Encyclopedia. (1995) CD ROM This statement was to intend to Genghis, donâ ¹t put to much trust in anybody, trust nobody yet yourself and in the event that you should head out in your own direction, at that point do as such. In 1206, Genghis Khan broadcasted the leader of Mongolia. Genghis was an extremely regarded pioneer. Like different pioneers he realized what his individuals needed. They need everything that is acceptable and nothing that is awful. Genghis realized he was unable to guarantee this so all things considered he promised to share both the sweet and the harsh of life. Genghis would not like to wind up being harmed like his dad so all things being equal he made partnerships, furthermore, assaulted any individual who represented a genuine danger. Through this technique of initiative, Genghisâ ¹s armed force developed to where they were phenomenal. Genghis contributed alot of things to the chinese and even western civic establishments. Maybe his most noteworthy commitment was a code of laws that he proclaimed. Since Genghis couldnâ ¹t peruse or compose, these law were reported by one of his devotees. His laws were carried on by individuals however the numerous ages to the point of as yet being used
Saturday, August 22, 2020
Role of ECOWAS union in the socio-economic development of West Africa Essay
Job of ECOWAS association in the financial improvement of West Africa - Essay Example f the Economic Community of West African States (ECOWAS) has helped or prevented the financial advancement of the nations in West Africa, with specific spotlight on the financial states of the populaces in those nations. In West Africa, ECOWAS has the accompanying part nations: Benin, Burkina Faso, Cape Verde, Cote d’Ivoire, Gambia, Ghana, Guinea, Guinea-Bissau, Liberia, Mali, Niger, Nigeria, Senegal, Sierra Leone and Togo. This structure was set up to advance â€Å"cooperation and integration†prompting a monetary association in West Africa â€Å"in request to increase the living expectations of its peoples†(ECOWAS site, 2011). A Pan-African inclination is likewise obvious in that the aim to advance advancement and improvement in general landmass is expressly expressed. For a typical market to happen; provincial monetary change would need to occur; incorporation especially in food, horticulture and characteristic assets was viewed as imperative. Besides the fou ndation of a typical market through advancement of exchange among West African States was imagined. A significant part of the ECOWAS activity is additionally to guarantee a typical outer duty and exchange arrangement with respect to third nations, outside this activity. Furthermore, an expressed goal in the ECOWAS updated arrangement is to advance â€Å"balanced development†and an emphasis on the â€Å"special issues of every Member State especially those of land-bolted and little island Member States†(ECOWAS site, 2011).Thus the goal is to improve ways of life, improve Gross Domestic Product (GDP), improve Per-Capita Income (PCI) and by and large improve West Africa’s exchanging position a worldwide economy for the residents of this whole area (ECOWAS site, 2011). This has not occurred. The elites †both inside... This paper presents a cutting edge exhaustive investigation of the condition of economies of West Africa nations, that take part in the ECOWAS association, their political positions, and their exchange approaches. The world economy and West Africa’s part in it will be analyzed in this paper. In West Africa, ECOWAS has the accompanying part nations: Benin, Burkina Faso, Cape Verde, Cã'te d’Ivoire, Gambia, Ghana, Guinea, Guinea-Bissau, Liberia, Mali, Niger, Nigeria, Senegal, Sierra Leone and Togo. This structure was set up to advance collaboration and coordination prompting a monetary association in West Africa . A Pan-African inclination is additionally apparent in that the aim to advance advancement and improvement overall mainland is expressed. The foundation of a typical market through advancement of exchange among West African States was imagined. A significant part of the ECOWAS activity is likewise to guarantee a typical outer duty and exchange strategy with respect to third nations, outside this activity Financial and political force on a worldwide stage keeps on being focused in Europe and North America. There has been no genuine change in the worldwide financial force relations after the Colonial Era, in spite of the development of Asian economies. The connection between West Africa and the focal financial forces is profoundly affected by history, and furthermore by current political conditions in the nations of the area. Notwithstanding organized commerce understandings between the nations of West Africa, flourishing isn't promptly, or maybe even in the drawn out feasible.
Sunday, August 16, 2020
How to Write a Definitive Essay Outline
How to Write a Definitive Essay Outline A Powerful Definitive Essay: Give It a Try There are hundreds of words that you can explain with only one phrase. If you don’t know the word, you can find its explanation in the dictionary. But there are words that evoke a true interest and make you think and find more than just a sentence in a book. These words have such a deep meaning that you can dive in them for hours and hours trying to get to the essence. That’s the true point of the definitive essay. This type of writing is tricky because you have to combine personal and formal explanations in one single story. You shouldn’t pick up the term that’s easy to explain. You will do it in a few sentences and you will make your essay dull and boring. Pick up the word that people have different thoughts about. For example, you can choose such words as friendship, love, success, faith, luck, courage, etc. Write your first definitive essay: topics and something more What is a definitive essay? How to write it? How much time will I need? What to write? We’ll give you a few essential tips so you could choose the right words for you. Choose intangible nouns If you pick a simple word, you will not have many ideas how to describe it. It’s better to choose the words that don’t mean any tangible things or living beings. For example, you can pick up such word as Man, but a better variant will be Human. The more abstract the word is the more ideas will come to your mind to describe it in a definitive essay. Choose the words with different meanings Here we mean that one word can mean not the same things for different people. Your essay will be a bit subjective, and you will have to define your own views and beliefs. If your definition is obvious and the reader can easily come to the same conclusion as you, forget about that word. Choose the topic you know well You can look up the meaning of a complicated word in the dictionary, but you will spend hours thinking what to put in a definitive essay besides that information. The best variant will be to have some practical background in your life. For example, you cannot write about love if you haven’t loved anyone. Use the definitive dictionaries No, we’re not joking here. If you have your own life experience and you know what to write about this word, don’t rush. Sit back with the dictionary and read the definition carefully. Analyze what’s common and what’s different in your thoughts and in the words of the book. And if your thoughts differ greatly, you should be able to explain it. Find the roots of the word Where does this word come from? What’s its origin? What meaning did it have many years ago? How has it changed since that time? Why? You can use these questions to make your definitive informative essay on America history more catching and interesting. Steps to writing a great definitive essay As we’ve mentioned above, you should start with choosing the word and work with it for a bit. But what to do next? How to build up a good piece of writing? We’ll give you three steps to create a definitive essay outline and what to do if you have a fantastic word, but you have nothing to say about it. Step 1: The outline and the introduction As any other essay, a definitive one consists of the introduction, the body and the conclusion. The introduction should contain the thesis. Don’t start your essay with the most boring phrase “This essay is about…â€. Step 2: The paragraphs Depending on your style of writing, you can use various techniques to write the essay. You can define the functions of the word, for example, how it works. You can also make comparisons with other things or actions. A good definitive essay example is writing what the word you’ve chosen doesn’t mean. Step 3: Conclusion Here you should rewrite the thesis with other words and mention the key points of the essay. Don’t ask questions that the reader cannot find in the essay. Or you will evoke the feeling that something’s missing in the text. A great word with the lack of definitions for the essay? It often happens that you see the word, you’re sure you’ll succeed with it, but you have no idea what to write about. How to write a definitive essay if you see the word for the first time? It doesn’t mean you’ve made the wrong choice, you only have to find another way out. One of the ways is asking all your friends or people you know what the word you have chosen for the essay means. It may seem weird at first glance, but it’s not so if you compare your thoughts about this word and the thoughts of a person who really knows what it means. Let’s take a look at three points of the definitive essay: definition, explanation, conclusion. And nothing more. But why writing the essay is so difficult for most of the students? It seems so easy to explain a word, but it becomes a real problem when you start doing it. There’s another way out. It’s the easiest. And don’t think it’s too easy to be true. It’s asking another person to write a definitive essay for you for money. Or you can order the service of proofreading if you know what to write, but you doubt about spelling, grammar or stylistic mistakes in the text. No one will blame you that you’re a cheater if you buy only one definitive essay. No one will ever find out about this unless you tell the truth. At least 30% of students never write the essays on their own. Still doubting? Just pick up your word. The one you really like. And let the experts do their job. It’s not expensive and you’ll wait only for a few days (or hours).
Sunday, May 24, 2020
Staying in a Bad Marriage - 967 Words
There are millions of women that are being abused in their marriages. Many of these women choose to stay in these marriages, which leads to many women being murdered and families being destroyed. While there could be various reasons why women may stay in these marriages, researcher Critelli (2012) provides one main factor that explains why many women stay in those marriages. This factor is based upon different religions, leadership obligations, and the interpretations of these particular religions. Christianity is a well-known religion that often includes various denominations. Four denominations that will be discussed within this paper are Catholic, Orthodox, Lutheran, and Methodist. These denominations have a wide range of approaches in relation to roles and treatment of women in relationships and marriages. In addition, these various denominations offer insight upon the different interpretations of the role of religion in abusive marriages. To understand why many women may decide to stay in abusive marriages, we must first understand how the different denominations of Christianity perceive marriage, the views of divorce, and the process of remarriage. Catholic View of Marriage Duba (2012) explains the Catholic view of marriage as a holy covenant between the husband and wife that should symbolize the â€Å"eternal relationship between God and the church†(2012/244). Duba also discussed that the Catholic view of marriage and marital relationship is often noted within variousShow MoreRelatedDivorce Where Children Are Involved Essay1561 Words  | 7 PagesHowever, one must keep in mind that divorce is not always the answer. If there is a marriage that has only minor and easily remedied issues then they should try to reach a compromise. Married couples facing irreconcilable marital problems should not stay together for the sake of the children because they need to take their own welfare into consideration, divorcing may let them function better as a family, and staying together could put the children more at risk for psychological problems. CouplesRead MoreWhy A Good Divorce Is Better Than A Bad Marriage For Kids1747 Words  | 7 PagesBrette Sember, in her article â€Å"Why a Good Divorce Is Better Than a Bad Marriage for Kids†concurs when she notes ,†If you stay married for the sake of your children, you expose them to daily arguments, negative undercurrents, shouting, possible violence, and an atmosphere that is in no way calm and peaceful. This has a huge impact on your child†(Sember). In other words, she asserts that the children are exposed to negative conflict from their parent’s. The children will be affected if they stay togetherRead MoreWhat If Marriage Is Bad For Us?943 Words  | 4 Pages What is marriage? Is marriage a contract or love? What if marriage is not what people perceive it to be? What if marriage is not the happily ever after often seen in the movies? Laurie Essig and Lynn Owens are two scholars that wrote a piece entitled, What If Marriage Is Bad for Us? that co ntended the institution purpose of marriage is obsolete and in reality bad for society, and how marriage can lead to changed, unhealthy, and distressed. The book has a section entitled, â€Å"Marriage is traditional†Read MoreDivorce Causes in the United States Essay523 Words  | 3 PagesAccording to Websters dictionary â€Å"marriage is an institution whereby men and women are joined in a special kind of social and legal dependence for the purpose of founding and maintaining a family.†Marriages dont always last in divorce. Some spouses are unable to maintain or keep their relationship, so they divorce. when any couple wants to get married they should have something in common and share the same values, religion, beliefs or interest , so that they can minimize bad ending as break up .DivorceRead MoreStay At Home Mothers Or Working Mothers920 Words  | 4 PagesSTAY AT HOME MOTHERS OR WORKING MOTHERS 1. Introduction When a child is born into a family and one also have to look for the household expenses such as a mortgage, one needs to choose between either continuing working full time or staying at home. Statistics show that the number of working mothers is declining and trends are shifting to stay-at-home mothers. Employment figures for married mothers with children under the age of 6 have declined about 7% to 10% since the peak years ofRead MoreAnalysis Of The Second Sex By Simone Beauvoir775 Words  | 4 PagesAnother thing that womanhood or motherhood encapsulates in this novel is the choice to choose between staying in a polygamous marriage or walk out, without being seen as weak or revolting. Ramatoulaye is portrayed as an example of individual identity and choice. She chooses to marry Modou against her family’s wishes (Letter 16); And when confronted with the same dilemma as her friend Aissatou – a polygamous husband, she chooses a different path – she looks inw ard, cut her loses and makes the decisionRead MoreLove Marriage Is Better Than Arrange Marriage775 Words  | 4 PagesLove Marriage is Better Than Arrange Marriage. Just as we all know, life is not a bed of roses. Things do not work as smoothly as we expect them to. Sometime, we often change ways, make compromises, stand stubbornly and let things fall apart. Marriage is the most beautiful relationship that happens to everyone at some point of time. Life is the way we make it to be. Peoples get married because they love each other. They want each of them close for the rest of their life. Due to this statementRead MoreThe Value of Marriage and Divorce in Society vs. Biblical Times957 Words  | 4 Pages The Value of Marriage and Divorce in Society Vs. Biblical times The scriptural definition of marriage in the bible is â€Å"A holy covenant before God, which can also be an eternal relationship between a man and a woman.†(KJV) This simple definition is believed to be a controversial meaning in Biblical scripture. The dictionary definition of marriage from www.merriam-webster.com states that â€Å"Marriage is the state if being united to a person of the opposite gender/sex in a consensual and contractualRead MorePremarital Cohabitation And Premarital Marriage1636 Words  | 7 Pagesboth of them. The couple is smiling from the happiness knowing that the relationship is advancing to the next stage which is moving in together. This, my friends, is an ideal scenario of moving into an apartment with your significant other before marriage, which is known as premarital cohabitation. Some couples participate in premarital cohabitation which is becoming part of a lifestyle for younger couples. Students that are in college, or young adults arou nd 20 to 30, and even students that justRead MoreDr. Andreas Kostenberger s Life1330 Words  | 6 PagesNew Testament on marriage, gender roles, headship, sex, child-rearing, divorce, and homosexuality. In the second edition of God, Marriage, and Family, by Kà ¶stenberger and Jones investigate the most recent contentions, social movements, and teachings inside both the congregation and society and further apply Scripture s immortal standards to contemporary issues. We live in a time period of a crisis in regards to marriage and the family, and the only way the institution of marriage can be rebuild
Wednesday, May 13, 2020
Volumetric Mri, A Future Tool For Diagnosing Alzheimer s...
Volumetric MRI, A Future Tool for Diagnosing Alzheimer’s Disease? April 13, 2015 In medicine, an early diagnosis can mean the difference between life and death. With today’s advancements in technology, early diagnosis is becoming a real possibility for many diseases, including Alzheimer’s disease. Worldwide it is estimated that 24 million people have dementia, the majority of these people are thought to have Alzheimer’s disease. (Mayo Clinic, 2014) According to Alzheimer’s Foundation of America (AFA) (2015) Alzheimer’s disease is among the top ten leading causes of death in the United States. Affecting 5.1 million Americans. Alzheimer’s disease is not a normal part of aging, but the risk of developing this disease increases with age.†¦show more content†¦According to (Mayo Clinic, 2014) Alzheimer’s is the most common cause of dementia among people over the age of 65.  ¬ In Alzheimer’s disease, the brain cells actually degenerate and die, causing a steady decline in memory and mental function . When a person has Alzheimer’s disease the cortex will shrivel up, this causes problems with thinking, planning, and remembering. The hippocampus of the brain will also shrink, which is the part of the brain that helps form new memories; an Alzheimer’s patient’s brain will also have enlarged ventricles. Individuals with Alzheimer’s disease show two types of abnormal lesions that clog their brain: Beta-amyloid plaquesâ€â€sticky clumps of protein fragments and cellular material that form outside and around neurons; and neurofibrillary tanglesâ€â€insoluble twisted fibers composed largely of the protein tau that build up inside nerve cells. However scientists are unclear whether these lesions actually cause the disease or if they are just a byproduct of the disease. (Mayo Clinic, 2014) Some early signs and symptoms of Alzheimer’s Disease include memory loss that interrupts daily life, confusion with time or place, trouble understanding visual images and spatial relationships, new problems with speaking or writing, withdrawal from work or social activities, and changes in mood and personality. Alzheimer’s disease dates back to 1906; a German physician named
Wednesday, May 6, 2020
Do You Agree or Disagree with the Following Statement Free Essays
First, computers contain office software as well as recreational functions. If one is not self-disciplined, it is easy for them to lose track of time when they use the internet at home. The home environment is greatly conducive to lounging on a sofa watching T. We will write a custom essay sample on Do You Agree or Disagree with the Following Statement or any similar topic only for you Order Now V or cooking or calling friends over to play video games. You don’t feel important and co-inhabitants do not take you seriously. How do you work and not go-to work? Take my friend Emily as an example, she is a columnist. Once she worked at a newspaper office. Chatting on line, watching movies or browsing irrelevant websites are not allowed during work time, so she has to just focus on her work. But this year she started to work at home. She writes articles at home and sends them to editors by e-mails. I thought this would be great as she doesn’t need to spend time on commute. However, she told me that at home she can’t help logging on msn and chatting with people or browsing irrelevant websites, sometimes she even plays computer games. As a result, she gradually became a procrastinator. These days she often starts to finish her tasks near deadlines. Second, working at home makes people isolated. Working in the office provides an opportunity to get along with colleagues. And sometimes colleagues can be good friends, which brings lots fun. Social interaction takes the form of group-energy in the workplace. Most people are extroverts and therefore need other people around to maintain motivation. My sister, Dorinda, is a introvert and nearly has no words. When some mistakes happens in her work and she is critized by boss, she is so depressed that has no energy and persistance to move on. But her colleagues find she is unusual and come to ask the reason. Then they encourage Dorinda and help her check, under all the colleagues’ help, she does better and is usually prasied by boss. Therefore, working with colleagues does better academically than their isolated counterparts. Finally, though using the computer and the telephone at home can help finish some work, it reduced face-to-face interaction with other employees or supervisors. Sometimes, a complex problem can’t be solved only by words successfully, it needs discussions or even arguments that create innovative ideas and strategic decisions. Take me for instance, if I have some questions in my homework, I perfer asking teachers after class rahter than just call him. Through face-to- face interaction, I can see the method and the ways of solving the question and find where my mistakes are. Moreover, boss are more facinated with the traditional way of managing. He eeds to make sure everyone is concertrated on working. In order to make the communications more effective, working at office and face-to-face interaction is necessary. I have to admit that modern technology like computer and telephone does bring convenience to people’s life. They enable people to work at home and make schedules more freely. However, I still believe that the defects of working at home outweigh its merits since there is no guarantee that working at home enhance proficienc y. How to cite Do You Agree or Disagree with the Following Statement, Papers
Monday, May 4, 2020
Features of the Ocean Floor Example For Students
Features of the Ocean Floor Question Answer The edge of a continent where the land interacts with the ocean. The transition from land to deep sea, from continental crust to oceanic crust that consists of the continental shelf, slope rise. Continental Margin Contains active geological areas such as subduction, volcanoes, earthquakes. Has a very narrow continental shelf that is less stable with a very steep continental slope and little or no continental rise. Occurs more on the West Coast. Active Continental Margin Is a non-geologically active area that has wide continental shelves that are more stable with gradual sloping continental slopes and a well developed continental rise. Occurs in the East Coast. Passive Continental Margin A gently sloping submerged plain that surrounds all continents. It can be narrow or wide, from the beach out to the shelf break. Continental Shelf The area where the seafloor drops steeply from the continental shelf to the ocean floor. Continental Slope The area where sediments from continents pile up at the base of the continental slope. Continental Rise Steep V shaped cuts through the continental slops with turbidity currents, or under sea mudslides, carve valleys into the shelf slope creating deep sea fans. Submarine Canyons Small, submerged volcanic mountains that are taller than 1 km and rise above the ocean surface to form islands. Seamounts These are eroded seamount islands that have become flattened and are beneath the ocean surface. Guyots These are long, narrow, steep depressions in the ocean floor that form the deepest parts of the ocean and are mainly found in the Pacific Ocean basin. They form at convergent tectonic plate boundaries (subduction zones). Ocean trenches The deepest ocean trench. Mariana trench This is the vast, flat seafloor area at a depth of 10,000 to 20,000 ft. Larger ones are hundreds of miles wide and thousands of miles long. Abyssal Plain This global system is the largest single volcanic feature on the Earth. It is the site of focused volcanic activity. These occur at divergent tectonic plate boundaries when 2 plates are moving away from each other. Mid-Ocean Ridge This is a depression that forms at the crest of the mid-ocean ridge. Magma comes up out of a crack in the sea floor, where new crust is continually being created. Rift Valley Hot springs or geysers on oceanic ridges that occur when sea water seeps into the ocean floor and is superheated by the underlying magma. It mixes with minerals and gases before escaping upwards through cracks in the crust. Hydrothermal vents Unstable areas of mid-ocean ridge where fractures can form when large sections of the ridge slide past each other. Transform faults These are areas of very rough, steep topography that are created from transform faults that run perpendicular across ridges. Fracture zones
Sunday, March 29, 2020
Innovation in organizations
I. Innovation is a necessary element for the sustainability of technology-based organizations. Innovation however, is believed to be an ongoing process. The five main challenges of innovation faced by organizations are generation of ideas, the environment, protecting the idea, execution of the idea to create a substantial outcome, and persuasion, or changing the image of the product among the potential buyers.Advertising We will write a custom case study sample on Innovation in organizations specifically for you for only $16.05 $11/page Learn More Generation of new ideas is the most essential part of sustaining innovation within organizations. When there are no new ideas, there can hardly be innovation. However, here idea does not just imply a thought striking a simpleton. Rather, it is the solution to a problem; a problem that the organization strives to solve. In case of Samsung, it is observed that Jong Yong Yun as the new CEO changed many of the oper ations of the company. Earlier, Samsung was primarily a company that aped the technology of more successful companies like Sony or Mitsubishi and created their own products. These products were deliberately priced low in order to cater to customers who, due to lower budget, would end up purchasing their products. However, once Yun took over the company, he realized that the best possible way to make the company stop from making loses is to turn its innovation strategy. Earlier, Samsung did not innovate. Rather it aped technology and design of premiere brands. He pushed the company to develop its own products. He stressed on innovating new products rather than replicating products of Sony or other companies. The stress on innovation and generation of new ideas for the sake of development of new and futuristic products that are called the â€Å"wow products†became the insignia for the new strategy that Yun had for the company. The stress on product development was shifted from aping of established technology to development of attractive designs and advanced technology. Two strategies that were adopted by Samsung in order to help in idea generation are – Samsung shifted its focus from aping the products of higher end, premiere brands like Sony, and concentrated in generation of new products, especially those with advanced technology and innovative designs. Yun hired young and fresh engineers and managers in order to change the orientation of the company. The environment of generation of the idea is essential, as this would help the employees work and produce a conducive surrounding for flow of ideas. In a highly bureaucratic organization, flow of idea is constrained by various rules, regulations, and hierarchical norms. The environment of the organization was changed in order to create a sustained environment for generation of ideas. The two strategies employed by Samsung to create a proper environment for idea generation are: Yun discarded the bureaucratic structure of the organization and changed the structure to a merit based system in order to motivate these new young managers and engineers. The culture of the organization was changed from one that was essentially of old nature where seniority and hierarchy gained preferences. This allowed managers to go through fewer hierarchical layers to produce their idea at the right place. Ideas generated must be protected. In a highly competitive digital market, Samsung had to ensure that it created an advanced technology and retained exclusivity of the product. The idea become common once its availability is rampant. In order to maintain exclusivity of its innovation Samsung adopted the following strategy:Advertising Looking for case study on business economics? Let's see if we can help you! Get your first paper with 15% OFF Learn More In order to remain ahead of the other companies in LCD technology market, and encouraging innovation, Samsung sources half of i ts filters from Sumitomo Chemical Company of Japan and the rest half it sources internally. This enables the company to hold an upper hand over its competitors as they are in a position to source their own screens for LCD technology. Further, reducing the time from idea generation to production from one year to six months also helps the company to support innovation. Ideas are not enough for a manufacturing company to create profit. These ideas once formulated must be put into place. The creation of the ideas into concrete outcome is an essential step in generation of innovation. An idea in itself is just an abstract concept, however, once it is given a tangible form, it becomes innovation. Samsung employs the following strategies to help its employees to give form to the ideas generated: Ideas generated by the innovation team were quickly processed through hassle free organizational structure. As Samsung’s new strategy was to concentrate more on manufacturing, the innovati ve ideas generated by the managers and engineers were immediately processed through the production process. The company also adopted steps to make the process more competitive in order to speed up the production process. New products once manufactured must also be accepted by the market. If the market for the new product is not developed this would just leave the products in the warehouses increase inventory cost and mounting losses. In order to avoid this step the company employed the following strategy: Samsung employed a new strategy of marketing and hired a new marketing head. The company produced customer-oriented products such that they could product the products that would tab the unfulfilled needs of the customers. How did Jong Yong Yun incorporate the five dimensions of entrepreneurial orientation into the reorganization of Samsung in 1996-1998? Please list 2 arguments for each dimension. II. The five dimensions of entrepreneurial orientation are innovation, autonomy, ri sk-taking, competitive aggressiveness, and being proactive. Jong Yong Yun as CEO of Samsung displayed all of the above five entrepreneurial orientations. Yun operated almost autonomously in changing the structure and the strategy of the company. Yun encouraged innovation through hiring of new and young engineers and forged a competitive culture that nurtured innovative product development. The whole process of changing the strategy of the company was a risk that Yun had taken. Further, changing the culture of a company completely is also a risky task that Yun employed. Further Yun aimed to make Samsung a premiere brand when it had the reputation of being a low-cost product was also a risky adventure. Yun’s competitive aggressiveness helped Samsung become more innovative and achieve the position of one of premiere brands of the world. Yun did not wait for ideas to come to him. He went about making changes as and where he felt it necessary. His proactive decision-making helped the company to achieve a new height of success. III. The international strategy adopted by Samsung is to project itself as a company provides innovative, stylistic, and high quality products. in order to project itself as a brand that nurtures innovation, the company employed one advertising agency that looked after its promotions globally.Advertising We will write a custom case study sample on Innovation in organizations specifically for you for only $16.05 $11/page Learn More They helped Samsung create this new image. Further, Samsung stopped selling products through chains like Wal-Mart and K-Mart that had the reputation of selling cheap products. Instead, it started marketing its products through higher end chains. This helped Samsung change its strategy and internally project itself as a premiere brand. IV. Yun has been a successful leader to transform the company from a loss making, low-end digital manufacturer to an international premiere brand. The transformation was done by employing the following steps. Setting a direction: Yun from the very beginning aimed at making Samsung a premiere brand. His idea was to change the image of the company and produce products that would suit that new image. That is why he stopped the production of low-end replicated technology products and stressed on innovation and product development. Yun also created a structure that would sustain this innovative culture. Designing the organization: In order to create a new organization, Yun changed the structure and culture of the organization. Samsung’s hierarchical structure was changed to have fewer layers to stop bureaucracy. Secondly, he also created an environment that would nature innovation within the organization. Innovation became the key to the success of the company. Nurturing a culture dedicated to excellence and ethical behavior: culture is an essential element that nurtures successful innovation. Yun believed that he had to cr eate an organization that innovated from within and not through replication. Therefore, Yun hired young minds who would brainstorm in a different, more open and energetic environment to create new ideas and put it into implementation. Another endeavor in this direction was setting up the innovation lab in Seoul that natured futuristic design and technology. This case study on Innovation in organizations was written and submitted by user Cristina Wells to help you with your own studies. You are free to use it for research and reference purposes in order to write your own paper; however, you must cite it accordingly. You can donate your paper here.
Saturday, March 7, 2020
Writer’s Block 13 Hacks to Overcome Writers Block For Good [QUIZ]
Writer’s Block 13 Hacks to Overcome Writers Block For Good [QUIZ] Writer’s Block: 13 Hacks to Overcome Writers Block For Good [QUIZ] Writers block can stump even the best authors in the world. Finding a solution isnt nearly as difficult as they make it out to be.But first, let’s uncover what it really is and how writer’s block can affect you.Writing is hard enough on its own without writer’s block crawling into your brain and snatching up the words you really need to get that chapter done.But the thing is, we’ve all been there before.Every writer has experienced the struggle of forcing words onto a document one by one, dragging them kicking and screaming from the corners of your mind only to be left with a single sentenceone hour later.And you don’t even really like that sentence.This is how to overcome writers block:Outline your book to beat writers blockResearch before you writeWrite more often to get over writers blockWrite despite writers blockRead oftenGet movingTake a walk to get over writers blockTalk about your writers blockGain inspiration elsewherePut your phone away!Re read your writingStop comparing your writingThink big picture to get over writers blockNOTE: We cover everything in this blog post and much more about the writing, marketing, and publishing process in our VIP Self-Publishing Program. Learn more about it hereBeing Informed is the Key to Beating Writer’s BlockIf you want to cut right to the chase and save some time we can sum up what writer’s block is all about: not being prepared.The more you know and understand about the publishing process, the less you’ll become blocked because you’ll have clear direction one of the biggest reasons writer’s block encompasses your mind.And to do that, we put together the free training you need. What is Writer’s Block?Writers block is what happens when writers and authors cant think of what to write next and their minds are blocked from creating anything new or what they see as good.Its a nasty hindrance where you just can’t think of what to write n o matter how hard you try and how much you challenge your mind and a blank document quickly becomes your worst enemy. Even the best authors out there still deal with this from time to time.It can slow down your progress and end up taking much longer for you to write your book.And with so many reasons for writer’s block to take hold like insecurity, a lack of direction, or maybe even just a bad writing day it can put you down and complicate the whole writing process.Getting rid of it is not only the best thing for your book’s progress, but for writing faster and with more quality overall.If you, much like the rest of us, have ever dealt with writer’s block, here’s how you can sever its annoying restraints for good!What causes writer’s block?Underlyingissues like insecurity, a lack of direction with your plot, or even too many potential options for your book can cause writer’s block along with your creative â€Å"tank†being empty.Wh ile this might sound bad, the best part about all of these is this: they’re preventable.Take this quiz to find out WHY you have writers block!Take the Quiz NowHow to Overcome Writer’s Block by PreventionWhy do we wash our hands frequently during flu season?That’s right. To prevent succumbing to debilitating illnesses.And why do we get our oil changed regularly even when our vehicles are (seemingly) running well?Right again! To prevent breaking down on the interstate and destroying our vehicles from the inside out.That’s exactly why writer’s block is best beat by preventing the darn thing in the first place!But how do you do that? It’s not like you can wash your brain or change its oil.Well, not in a literal sense, you can’t. But you can try a few of these methods to keep your creative juices flowing like Niagara Falls in the springtime.#1 Outline Your BookIf there’s one technique that’ll prevent writer’s block th e best, it’s having an outline.These handy tools you didn’t pay attention to creating in school are essentially roadmaps for your book. They cover what happens next and what specific information you need to include.There are a number of ways you can create your outline; using sticky notes, writing it in bullet points, or even using one thats attached to a writing software.How can you not know what to write next if you already have an outline telling you exactly that?Many of us are stuck and blocked simply because we’re not sure what we should be writing next. Your imagination is at a standstill. You may just be divided between which path your book could potentially take.Creating a thorough outline squashes those issues so you can write fluidly, quickly, and with quality.When you’re not focused on what to write next, you can turn your attention to the quality of your writing while pumping out those words much faster, rendering writer’s block inactiv e.Use a simple method like the one this student of ours used:The post-it note wall is one of our favorite methods of outlining here at Self-Publishing School.It allows you to consistently have eyes on whats happening next when your writing which can prevent writers block.#2 Research BeforehandThere’s nothing worse than getting into your writing groove only to freeze because you’re not 100% certain of the facts you’re putting down. Your mind goes blank and the words stop coming.But since you’ve outlined your book, you know what you’re going to write before you even type that first word. Which means you know the research you need to do beforehand.Having all the facts makes writing a breeze, and it can also kick-start some fresh ideas and a more imaginative way of thinking.Here are some of our tips for researching to get rid of writers block:Compile a list of what you dont knowHighlight or make note of the most important partsJot down why its causin g you to have writers blockMake a separate document for what you findStart researching by using .edu or .gov website (if your topics call for it)Write down everything you needed to knowLook it over one last time to determine that its all you needed to researchStart writing again to beat writers block!Knowing more about a subject enables you to better explain it and writer’s block will run screaming for the hills. #3 Form a Writing Habit to Beat Writers BlockHow often do you write right now? One day a week? A few days a week?The more you write, the more effortless writing becomes. It’s like running, or exercising in general- the more often you do it, the easier it gets.Not creating a writing routine those creative muscles. It makes it harder to think in an innovative way, and so you spend hours on a single page simply trying to find a better way to phrase something that’s not even critical to your story.Keep those writer muscles strong by writing as often as you can every day, even! If you’ve got the time to flex your creativity, do it.Using a tracking sheet like the one above is a great way to schedule out your goals and then execute in a way that makes you WANT to write every day.You can also schedule your writing time into your calendar to get alerts and notifications for you to stop and write. This also ensure people dont schedule meetings with you during this time- so theres no excused to get writers block in this case!This particular sheet is from a NaNoWriMo blog post, but it serves as a writers block cure as well.How do you get over writer’s block?So you didn’t survive the preventative measures. That’s okay! We’ve all been there at one time or another and thankfully, we also managed to get through it.Writer’s block may be fickle and frustrating, but it’s not without weaknesses.All you have to do is find a way to break through to your true creativity and these are some of the best wa ys to destroy writer’s block and find the words again.#1 Write Anyway to Get Over Writers BlockI know what you’re thinking:â€Å"But I can’t! I’m blocked!†Most of the time, you may just be out of practice and need to find your rhythm again. Even if you’re struggling to get the words out, write them down anyway.You may not like it and you may go back to change what you wrote later, but it’s the single best way to force writer’s block into submission.It can’t win if you still write despite its grip on you.So get those words down and after a little while, writer’s block will scurry back into the darkest corner of your mind and stay there. Finding your flow is sometimes all you really need.Writer’s Block Action Step: If you’re feeling blocked with your current story, perform a writing exercise where you just describe your day in prose like you would writing. Make yourself the main character and craft y our day like you would a story in order to gain that momentum again.#2 ReadNothing can get your mind in a creative state more than reading. Picking up a book any kind of book and spending 30 minutes reading can spark your imagination and light a fire under you to get back to writing.It’ll also motivate and inspire you to work harder to reach your goal of publishing a book.When you’re holding someone else’s hard work in your hands, it’s proof your dream can come true. It’s justifying everything you’ve worked so hard for.You can also research books about writing in order to learn more about the craft. This can often help with insecurity so you feel ready to write again.Here are our top recommendations for book about writing to beat writers block:On Writing by Stephen KingThe Elements of Style by William StrunkOn Writing Well by William ZinsserWrite and Grow Rich by a collection of authorsZen in the Art of Writing by Ray BradburyThat may jus t be the push you need to shove writer’s block from your mind and get back to your work.Never underestimate the power of a good book.Writer’s Block Action Step:Grab your favorite book and spend 30 minutes reading it or until you feel inspired and ready to write again. Trust us, it works!#3 Get MovingExercise isn’t just great for your body, it’s also powerful for your mind.Scientifically speaking, exercising more not only increases your mood, but your creativity gets a boost as well!It’s not always easy to coerce yourself into going for a run or even doing a few sit-ups at home when you just settled into your comfy couch to write, but if writer’s block is preventing you from actually getting any productive wordsmithing done, it could make a huge difference.You can simply do some jumping jacks or take a quick walk around the block. Stimulating your creativity physically might just beat writer’s block for you!Writer’s Block Acti on Step:Get off your butt and do a few jumping jacks! Spend at least 3 minutes doing some sort of exercise, or even go for a full 30-60 minute workout before coming back to writing.#4 Take a Walk or a DriveMindless tasks help your brain get out of a funk because it frees it from focusing on your daily tasks, the insecurity you may feel about writer’s block, and even the pressure of finishing your book.The more you can let your mind go, the more creative it becomes. Plus, a change of scenery never hurts the creative process.Always looking at the same place or even sitting in the same spot to write can be an issue. It’s hard to come up with new ideas and think creatively when you never have anything new fueling your imagination.Taking a walk or going for a short drive can help you recharge so you can kick that writer’s block to the curb and get back to writing again.Writer’s Block Action Step:Put on those shoes and hit the pavement. Take 10 minutes and obs erve your surroundings. Pick one thing you see outside and throughout the duration of your walk, craft a story in your mind focusing on that object.#5 Talk it OutAre you struggling with something specific? Sometimes the confines of your own mind isn’t the best place to work through your writer’s block.You may be the type of person who needs to verbalize your concerns in order to work through them. And that means you need to get up and actually speak to someone (or even yourself!) about what you’re struggling with.Writer’s block feeds on uncertainty. The more you question what you’re doing, the worse it’ll get.By talking through it out loud, you’ll have a new perspective. This will often offer fresh solutions that’ll make you eager to get back to that keyboard.Writer’s Block Action Step: Try to get your critique partner on the phone or active via messenger. Tell them what’s going on and even ask if they want to ta ke a look at where you left off to bounce ideas off each other.#6 Find InspirationThere are a lot of ways you can go about getting inspired again. While inspiration isn’t necessarily required to write, it certainly helps your drive and imagination.These are a few ways to get rid of writers block if you feel lost:Research related images on PinterestRead through your outlineRead a related bookCreate a vision board for your bookCreate a list of goals for after your book is completeListen to an influential PodcastWatch or read successful author interviewsInspiration is specific to each person. Meaning, it may take a few attempts before finding the method that works best for you.As an example, whenever I feel stuck or blocked when writing, I open my Pinterest board dedicated to my book and often find this helps.Heres an example of what a board for your book may look like in order for you to beat writers block.A Pinterest board like this really just serves to bring your book to re ality. When you see what it could look like in the minds of others, it helps you get back on the writing train.Anything that rouses your excitement to write again tramples that pesky writer’s block.Writer’s Block Action Step:Get on Pinterest or just Google and look up images that are reminiscent of your book, theme, or story. Compile a folder or board of these and notice the details that make them related to your book.#7 Put Your Phone Away!Are you really experiencing writer’s block or is that â€Å"block†in the shape of your phone?A lot of us love to use the excuse of â€Å"writer’s block†in order to justify spending far too much time perusing our social feeds.While there’s nothing wrong with wanting to catch up with friends and stay in the know, sometimes it can drag you away from achieving the goal of writing your book.What you need may not be a cure for writer’s block at all, but something completely different: self-cont rol.There are even apps for this now! Going to your phone every now and then can be a bad habit, but apps like Freedom help you stay on track.Freedom works by blocking your ability to access different websites or apps on your phone. This is what it looks like when you attempt to go online or open an app that you have disabled through Freedom:If you struggle to focus on the task of writing and you somehow always find your phone open to a mind-sucking app, it’s a good idea to switch your phone to silent and shove it aside for the remainder of your writing time.This alone might be enough to get rid of what’s really blocking your stream of words.Writer’s Block Action Step: Put your phone in a completely different room and on silent. This will stop you from opening your phone just to scroll and will block any other messages from distracting you until you’re done writing.#8 Reread Your WritingAs mentioned above, getting into a rhythm is essential for keeping w riter’s block at bay. When you suddenly can’t come up with the right words to describe what’s going on in your mind, it could be because you’ve lost momentum.Taking some time to reread your previous writing can help by putting you in the same frame of mind you were in the last time you had to stop writing.This will catapult your brain back into the right place so you can make progress and write easily again.Writer’s Block Action Step:Head back to the beginning of your current chapter (or the beginning of the previous one if you’re just starting a new one) and just read. Allow your mind to get lost in your own words. You can go further back to read if needed.#9 Stop Comparing Your Writingâ€Å"Comparison is the thief of joy.†Theodore Roosevelt knew as much and we’d wager to bet it also steals any progress you could be making. The more you worry about how your writing compares to someone else’s (who usually has much more experience than you), the harder it will be to write anything.That’s where writer’s block comes from in this instance.You’ll find fault with every word and every sentence even though your work is fantastic the way it is.Remember that nobody can write the story you are. Your voice and perspective are what makes your book unique in the first place. Changing this will only pull you further away from your identity as a writer.And most importantly, comparing your writing to someone else’s isn’t productive or helpful for anyone.Writer’s Block Action Step:Write down 10 things you love about your writing. Get specific and mention why you love your dialogue or why your theme is so unique and special. Recognize your own strengths and then say them out loud to yourself.#10 Think of the Big PictureWriting and publishing a book can be a long, hard process. Sure, the first week is exciting and you want to write all the words but that motivation probably won’t last through the entire process because it is work, after all.You’ll have rough days including moments when writer’s block takes hold. What’ll get you through them the easiest is taking a step back and thinking about the big picture.Ask yourself some of these questions to get rid of writers block:Why did you want to write this story?How will it benefit you?How will it benefit others?What message do you hope others receive?What value does this hold in your life?Pushing yourself to view your writing in terms of the end goal will not only motivate you to get started and put some words down, but it’ll also help remind you of your true purpose for telling this story.Writer’s Block Action Step:Write down the answers to the questions above in detail. Then read them out loud to yourself, really hear your own purpose for this book and that can often unclog your writer brain.How Long Does Writer’s Block Last?Writer’s block lasts a s long as you allow it to, which can often be days or even weeks if you don’t act on it and try these preventative and curing methods.Ultimately, the longer you put off dealing with the underlying causes of writer’s block, the longer it will last.Face your writer’s block head-on in order to get rid of it for good and get back to creating something that will resonate with people from all over.Overcome Writer’s Block by Staying InformedThe more you know, the less you have to worry about and since that is such a major cause of writer’s block, we’re offering you this FREE training where Chandler Bolt walks you through exactly what you need to know to write, market, and self-publish your book within 90 days!
Wednesday, February 19, 2020
Failure and Error analysis Term Paper Example | Topics and Well Written Essays - 250 words
Failure and Error analysis - Term Paper Example Lastly, acknowledged from the cases is the fact that what leads to failure are leadership, material, tools, and environment and should all be looked into when designing a product in the engineering discipline (Delatte 1-12). Many factors contribute to human error in their daily operation, which include high pressure at work, complexities in technicality tasks, and the environmental disposition. By anticipating human factors principles and research based on a systematic collection of data, does aid in coming up with improved control systems, high quality of information, and enhanced human resource management, which all add up to human safety. The most common cause of errors from human operation according to Brosnan (2008) is the negligence attributed to incompetence, which I have felt in my actions. In addition, ignorance, having an oversight amidst greed contributes to failure (Brosnan 11). Disorganization of the leadership structure breaks communication channel and flow of information and leads to misuse, abuse, and neglect, which breaks down the smooth operation hence attracting failure. Types of errors that exist are the bounded, imperfect and reluctant rationality errors, which all are either indivi dual or collective error in engineering. Errors are also adverse or mild and require to be noted during design to avoid catastrophic accidents. 2000-commonwealth Avenue, 1971 is an engineering error that occurred, and I relate to it personally. The licensing of engineering work in any organization, institution and level of work is crucial (Delatte 1-3). The overseer bodies, which ensure that designs are well-elaborated and meet standards, require that the best practices be adhered. According to the Brosnan (2008) categorization, the issues here were unsafe acts and supervision (Brosnan 13). In addition, the individual errors committed become collective and led to the catastrophe as experienced. From the incidence, leadership, skills, and licensing
Tuesday, February 4, 2020
The Application of Nietzsche's Principles to Society Essay
The Application of Nietzsche's Principles to Society - Essay Example Nietzsche's "evolution of morality" points out that morality has been defined differently in different period of history and that different people living at different periods in history have influenced the current meaning of morality. This paper argues that the current meaning of morality has been shaped by traditional views of justice or theories of justice that are shaped and molded by human nature. By this, I mean that if human beings we able to put their natural tendencies aside, then morality and justice, including all the theory and the modern justice system could be unnecessary. If everybody were able to "transcend" to a certain level, then we would not need the justice system, as everybody would behave accordingly. History of the Concept of Morality Basically, morality is the manner in which humans resolve their issues or problems following explicit rules or a set of codes of behavior. The issue of the connection between evolution and morality has been under discussion for a long time particularly after Darwin’s â€Å"Origin of Species†in which he argued that natural selection acts for the sole benefit of each being. This meant that the humans would design moral codes for the sole purpose of benefiting themselves hence increasing their survival chances (Nietzsche Web). Darwin’s work, â€Å"The Descent of Man,†which posited that the human moral sense had an evolutionally justification triggered more discussion on the issue of the human moral sense. According to Aristotle, childhood nurture plays the major part in the advancement of moral character. Evolution of morality is the view that human morals have undergone progressive modifications through history. However, Nietzsche developed numerous concepts regarding morality particularly if evolution, which I will make use of in this paper (Nietzsche Web; Leiter 35-44; Gayon Web). Nietzsche and the Concept of Morality Nietzsche felt that previous genealogies had failed to expoun d on the evolution of human morals. Nietzsche criticized the genealogists who had written works showing correlation between origin of morality and the concepts of morality. He felt that there is no direct correlation between origin of something and its usage. According to Nietzsche, there are two types of morality, which he referred to as the master and the slavery morality. The master morality is the kind of morality that dominates and does not require approval and is responsible of determining the human values. It is this kind of morality that leads to creation on human classes since morals are developed due to the need for humans to propagate themselves (Nietzsche Web; Solomon 22-30). On the other hand, slave morality is â€Å"essentially a morality of utility†and originates from resentment. The slave morality arose when the slaves were discontented with the kind of treatment they received from their masters. At some point, they stated considering the actions of their mas ters to be evil. This contributed to the development of the concept of good and evil, which still forms part of today’s concept of morality (Nietzsche Web). The slave and master morality find its roots in the historic slavery in which the masters thought they were not causing any harm to the slaves but instead thought they were making them stronger by making them work
Monday, January 27, 2020
Ansoff And Sfa Evaluation Management Essay
Ansoff And Sfa Evaluation Management Essay GM could use product development to improve revenue on a number of brands. However GM must work to drive down costs. Using Porters (1984) cost based generic strategy. It shows reducing costs can also create a competitive advantage. If costs are lowered and price is kept relatively similar this will improve profits (Hines, 2004). This could be seen as a suitable and acceptable option. However how could the costs be reduced? Many suppliers are suffering similar problems from the recession. One strategy would be too merge or acquire existing suppliers, a method of external development (White, 2004), which would reduce costs, improve core competencies and could even lead to technological development. However is this feasible? The strategy has risk, as this may not necessarily reduce costs or improve profits therefore it is not totally acceptable. GM should continue operating in Europe for the foreseeable future. They have changed the business strategy to focus on becoming leaner and developing core brands, while investing considerably in diversification (Sunderland, 2009). This is the best strategic option open to GM however it must be managed well. Applying it to the main success criteria can highlight how this is the best action (Johnson, Scholes and Whittington, 2007): Suitability This strategy addresses the position of GM. Outlined within the SWOT analysis was the need for product development and the introduction of smaller car ranges. GM have already committed to investing if it gets new products into the market faster (Vlasic, 2009). Additionally McAlister (2009), states that GM are already working on new products that they can continue building within the UK plants beyond 2013. An identified strength was its large supply and distribution network therefore using this core competency it can implement new product ranges. If a competitive advantage is gained then it can use the European market as an additional sales environment. Although Yip (2003) states global strategies can have different driving forces, competencies can still be applied if GM understands the local cultures (Lynch, 2003). Staying in Europe is a logical step. To withdraw now could lead to larger costs in the future, such as re-entry into the market as sales in this area cannot be ignored. Ec onomies of scale exist such as an extensive knowledge through suppliers etc so risk would be low for the implementation of any new strategies. Feasibility GM are a global organisation, they have an existing network of both tangible and intangible resources. However significant investment is needed in RD, which could be attained through selling underperforming brands, although as mentioned GM are willing to commit to this aspect. There are no significant issues of time scale but change is not always immediate. For this strategy to work the rate of change must be quick (Johnson et al, 2007) and adopting a new culture is the priority so the management and workforce must show commitment. This could be difficult as the previous culture was slow to react and very bureaucratic (Maynard, 2009). In the future resources may be needed within Europe and by opting to stay GM will have greater access, making the option more feasible. Acceptability A number of stakeholders benefit from this strategy. They government expect GM to keep sales high in order to pay back their debts and this can be achieved more efficiently by existing in a larger market. GM advised there will be a number of job losses, helping towards their restructure and reduction of wages (BBC, 2009). Additionally GM has made the correct decision ethically. This business is vital for a number of industries and therefore helps towards employment so withdrawing from Europe could have a huge effect on suppliers, distributors etc. Finally GM has also made the best decision for their owners. Staying in this market will increase sales and further product development could help sustain a competitive advantage. Although diversification failed in 2004 (Vlasic, 2009) with the mass produced but under marketed EV1 range (Vlasic, 2009), it is possible with the correct investment and understanding it can be a success. Although as outlined above this is the best strategy available to GM, focus must be placed on developing new technology. Bowmans strategy clock (appendix 12) shows that offering differentiated products at a market average price can lead to increased sales through high perceived service benefits (Wheelen and Hunger, 2008). If GM were to market any new technology at a high price it could lead to strategy failure as these products may already exist. In comparison if GM introduces similar products at a lower price it could create an immediate and sustainable competitive advantage. Example 2 Ansoff Matrix, proposed by Igor ansoff, used to classify and explain 4 strategies for business growth. For the case studied, GM opted for consolidation and market penetration. GM uses consolidation strategy (Ansoff) to increase sales without drifting from its original product, we speak of market strategy. GM wants to penetrate this market by improving product quality and provide a real service to these customers. To achieve its goal, GM spends large sums of money in marketing and communication, like advertising for example. This strategy is important for GM because retaining existing customers is cheaper than attracting new customers. It therefore decided to keep five brands already in its possession. Yet, GM is moving beyond its customer base to attract new customers for its existing products. This strategy often involves the sale of existing products into new international markets. For example, the new GM wants to expand its market share thanks to the demand emerging countries like Brazil, China, and India. Indeed, these countries are expanding and it is a growing market for years in the motor industry. Evaluation of the strategies To evaluate the effectiveness of the strategy of the new GM, the SFA (Suitability, Feasibility and acceptability) is an important tool. This theory presented by Johnson, Scholes and Whittington (seventh edition, p. 371, 2005) may help us to analyze the potential of the strategy. The suitability of this strategy is well. The old GM was producing big cars and consumed a lot. They were not economic and do not respect the environment. Thus, the American manufacturer has seen its sales fall in recent years. In addition, the feasibility of this option is good. The new GM has a lot of knowledge and an impressive physical capital. GM already knows the brands it represents. In addition, engineers are working continuously to develop more economical cars. There is a university in the company to provide access to information. Moreover, GM today focuses on 5 brands instead of 11; it can devote a largest share of investment in the RD sector. To finish, GM has received some aids. To finish, the acceptability of this strategy is good. GM is supported by many governments and organizations (for the development of new energy) for its restructuring. It receives financial aid. The US government spends money for GM restructuration, in return GM has to develop clean cars. Personally, I chose the same option as it is obvious that the Old GM had a wide range of products. But they do not come up to consumers expectations. In addition, I took the risk to launch the company into emerging market because there is great potential in sales. Thus, I proposed new models for this market and even open factories, specifically to come up to consumers expectation. Example 3 Identification and Evaluation of Strategy Product development and related diversification (Ansoff, 1988) Mc Afees software will provide Intels chips with hardware-enhancing security (Takahashi, 2010) which leads to a competitive advantage. This strategy is classified as product development since Intel delivers a technologically modified product to its existing market (Johnson, Scholes Whittington, 2008). As Mc Afee remains an independently run security company which stays in its market (BBC News, 2010) it is regarded as one key player in the emerging market of cloud computing (Takahashi, 2010). This vertical integration enables Intel to expand to new markets, diversify the risk through a broader product portfolio and enhance its growth perspectives. Therefore Intel follows the strategy of a related diversification (Johnson et al, 2008). Suitability The strategic directions are suitable as long as they address the key issues identified previously (Johnson et al, 2008). As Intels current market is almost stagnating, the strategic direction should enable long-term growth. Moreover it should incorporate the knowledge of consumer and technological trends in mobile computing. With the acquisition of McAfee, Intel addresses the trend for security and energy efficiency in chips. Moreover they react to the saturated market of PCs as McAfee is expected to be a key player in the growing market of cloud computing (Takahashi, 2010). Another issue arises from anti-trust regulations which prevent Intel from acquiring competitors. A vertical integration does not violate any laws while it enables Intel to enhance its growth perspectives in new markets (diversification). Feasibility Intels strength to finance their investments from their operating profit supports the financial feasibility of the acquisition strategy. Intels healthy financial position allows the company to exploit RD to integrate McAfees security software in their chips. Moreover they gained much experience with MA initiatives from the past (Intel, 2010). This implies that they have strong resources and competences in place which enhance the strategys effectiveness. Acceptability The acquisition was decided unanimously by the both boards. However, falling stock prices of Intel (Appendix 6) reflect suspicious shareholders (Hardawar, 2010). A possible reason for mistrust is seen in a lack of understanding of the gains in comparison to the immense acquisition costs. Intel argues that the financial position justifies the $7.68bn acquisition (BBC News, 2010) which is supported by the assumption to regenerate the $5 billion cash spend for the acquisition in less than a year (Hardawar, 2010). However, the deal may help Intel to gain wider long-term profit margins which reflects a higher shareholder value (King, 2010). Since the acquisition enhanced Intels vertical integration focus and does not place any threat towards anti-trust violations, there is no risk incorporated with governmental intervention (Hardawar, 2010).
Sunday, January 19, 2020
Emerging Nokia Essay
1. What strategy would you recommend for Nokia going forward? Please develop a complete strategy that addresses the following issues: Choice of scope: does it make sense for Nokia to be in both emerging and developed markets, or should they choose not to play in certain markets? How integrated should it be into manufacturing, services (apps), software development, sales, etc? Answer1: Choice of scope: With dwindling sales in developed countries like USA, UK, Germany, Russia and Italy and even in emerging markets like India, Indonesia and Brazil (as per Exhibit 1) despite previously having a stronghold, Nokia now had to decide if it should continue its focus on emerging markets or attempt to salvage the sales even in the developed markets. Status in developed markets: 1. The operators usually have more power but this was changing since the emergence of iPhone. It is a replacement market with users looking for up gradation 2. Competition- Growing competition from companies like Motorola, Samsung, LG and Sony Ericsson. The RIM‘s launch of Blackberry(2002) and Apple’s iPhone (2007) was a further set back 3. New Operating System- Emergence of new user friendly operating systems such as Google‘s Android and Microsoft’s Windows mobile further put Nokia on the back foot 4. Inability to understand demand- Nokia failed to identify the growing consumer need for touch screen phones 5. Target – Nokia operated at all price points where as competitors like Apple (high-end segment) and Samsung( mid and high end segment) had a clearly drawn up strategy Slowdown in some emerging markets: 1. Reverse bundling allows the manufacturer to wield more power than the operator 2. There is lower cost of production which helps produce inspirational products at low rates 3. The growing competition from companies like Samsung that were offering the latest technology at competitive prices 4. Therefore, Nokia lost out on the middle and high segment but continued to grow in the low-end mobile segment as it had identified the gaps in emerging markets and customized services to suit the local consumers Nokia must recognize the difference in the different market segments and take the challenges head on to be able to operate in both markets. It must clearly identify the segments it wants to operate in and also change its positioning based on the data below. Data from Exhibit 11: Percentage of phone sales by segment Emerging Markets Developed Countries Mid East AP w/o Japan Latin America E. Europe Japan W. Europe North America Basic 41% 43% 20% 34% 0% 4% 8% Enhanced 40% 44% 58% 45% 32% 29% 43% Smart Phones- E. level 10% 7% 12% 10% 6% 34% 8% Smart phone- Feature 10% 6% 9% 11% 62% 33% 41% Penetration 58% 45.50% 80.30% 127.50% 86.60% 122.90% 84.90% Nokia Market Share 61.40% 42.30% 32.80% 48% 0.30% 39.40% 7.20% In emerging markets, Nokia must focus on Basic and Enhanced phones, as that is the largest segment as the market is still evolving and low cost handsets coupled with customized services will help further grow its footprint. In developed countries, Nokia should look at development of high end- high technology driven models in the Smart Phones Entry Level and Feature segment. At the same time when it comes to Japan, Nokia should look to divest as it is largely smartphone driven market and Nokia has very little market share and does not have the requisite technology to successfully compete in that segment yet. It is essential for Nokia to follow the innovations in developed countries especially USA and adapt them to developing markets if it wants to stand up against competition in both the markets. Mobile phone industry has followed the International Product Life Cycle but now they have reached a stage where different approach is required for innovation to take place in developed and developing markets to meet their specific needs. Another key thing that Nokia must do is to reconsider its Transnational Strategy and adopt a Multi-Domestic Strategy to be able to cater to the distinctive needs of both the developed and emerging markets and to be more locally responsive. Level of Integration: Manufacturing- It should continue to be highly integrated as that is its core competency and contributed to operating profits with a CAGR of 13%. It helps in cost control especially in price-sensitive emerging markets. Operating System- Low integration. The future of Symbian isn’t very bright as competitors like Android of Google and Apple already have a lot of applications to offer on their OS. hence, it must look to finding a partner for a better OS as has been shown by its adoption of windows OS. Service (Apps) – Low integration. This can also be outsourced since it is not a core competency of Nokia and customer Value given to third party applications is on the rise (as per Exhibit 6) Sales and Distribution- Should be highly integrated as it has already developed a vast distribution and achieved great penetration in emerging markets which has been a source of higher margins by direct selling to consumers and is also a core competency. 2. What products should it offer – smart phones, low end phones, etc? Source of advantage: what will be the distinctive competitive advantage that Nokia will offer? Choice of activities: what choices should Nokia make in all its key activities, and where will it locate those activities – for eg., HR policies, manufacturing, R&D, software development, sales and marketing, etc. What is the justification for your strategy recommendation? Answer2: Addressing the consumer needs should be the strategy for Nokia in both emerging and developed market. In the emerging markets where Nokia is already a leader, it should focus on catering to the growing bottom of the pyramid consumer. The biggest advantage that Nokia offers is its reach. It should focus on its complimentary telecom industry trend, specifically in India, telecom players are involved into price war and which gave customer a higher bargaining power to switch. In such case coming up with dual sim phone would cater to the primary need of market. The applications in the phone should be in sync with local leisure such as music, newspaper and such more. Instead charging user for Life tools, revenue generation should be from advertisers. Provide time bound high end test features in low end phone during successive OS updates; this will generate user awareness and need for high end smart phone. On the other hand, in developed markets, Nokia has lost its share to other players. Customer demands smartphones with high quality user interface experience and applications and data security (RIM’s competency), Nokia need to target it. Nokia’s target should be the esteem need of user. Developing an OVI ecosystem with third party app developers, advertisers through more free and few paid applications for users. This will give Nokia a distinct advantage in the market if acted as 1st mover. More investment and development for user data security will generate trust among the users. In the mobile phone industry, the product life cycle is very short. Every year a new product is available on the shelf. Hence responsiveness to the consumer’s need is a must. Nokia failed to do that this with the clamshell model in China. By the time it came out with the product, the trend for clamshell models had faded and Nokia lost out to competition. Key advantages of Nokia a. 3 distinct operating system platforms that can offer the base for wide range of products catering to all user segments. b. Longest and complex supply chain in the world. It has the most efficient sourcing, logistics, manufacturing, and distribution of any company in the world. c. Nokia offers the OVI Store: the second largest app store in the world which is growing 70% per month as per Tero Ojanpera, Nokia’s EVP for the Services. d. With the acquisition of Navteq Corporation, it has a strong presence in the GPS world and provides a wide range of geographic image support covering almost more than 180+ countries. e. In India. Nokia has a strong hold of rural market with their distribution system handles by HCL Info systems. In Latin America, it has a dedicated team to manage the relationship with America Movil and Telefonica and to co-ordinate sales and services across the region. Choice of activities a. HR policies should be locally controlled by subsidiaries to keep local culture intact. b. Manufacturing should be done on a global scale to utilize cost and resource arbitrage. Core product R&D should be centralized with satellite R&D in each market to add local flavor to the product. c. Software development centers have to be installed in countries like India or Philippines to utilize local talent and expertise in software development. d. Sales and marketing should be again localized. Country specific distribution channel should be adopted.
Saturday, January 11, 2020
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
Subscribe to:
Posts (Atom)