The US and UK takeover regulations

The US and UK takeover regulations A takeover of a public company is the purchase of one company whose shares are listed on a stock exchange by another. Empirical evidence on takeovers suggests that they generally create value. The question is why have the UK and U.S- two countries with ostensibly similar systems of corportate governance taking different routes when it comes to regulating takeovers. A rich analysis draws from each countrys historical development, focusing on the shareholder-oriented regulations in the UK and the defence managerial tactics employed in the U.S. This paper would critically analyse the views of the writers of the Divergence of U.S and UK Takeover Regulation written by Armour and Skeel JR, both well seasoned Professors of Law, a thorough analysis would be made of hostile takeovers and the reasons why takeover tactics in the UK is regarded as a better option. An analytical framework would be used explain the diversity in the systems of takeover in the UK and the U.S. subordinate lawmakers such as Judges have had the herculean task of filling the unintended vacuum and consequences of legislation in the two countries that had other objectives at the time of enactment. An examination of the way regulations took shape in the UK and the U.S as the goal is to gain an understanding of the defensive tactics adopted and used frequently in the U.S but is frowned at and has dire consequences if adopted in the UK. Earlier case examples from each jurisdiction would be analysed to gain understanding of why different takeover regulations are used. In the UK, defensive tactics by target managers are prohibited, whereas in the U.S, Delaware law gives managers a good deal of room to manoeuvre  [1]  . The primary focus of this essay is to provide a simple yet thorough framework to understanding defence tactics, what it is; why it is so successful in the U.S and is prohibited in the UK. Clearly the two ways of takeover regulations appear to work fairly well in each jurisdiction and despite the authors of the articles view one must never forget that because the UK methods seem more share holder oriented and works very well, it does not mean there is any anything wrong with the method used in the U.S. In a takeover bid, accounting and law firms are hired to conduct Due Diligence- Lawyers review contracts, agreements, leases, current and pending litigation and all other outstanding or potential liability obligations so that the buyer can have a better understanding of the target companys binding agreements as well as overall legal related exposure. The facilities in the company and capital equipment also need to be inspected so as to avoid unreasonable expenditures in the first few months of acquisition  [2]  . The first section of the essay would look at an overview of the history of business law development and corporate governance in the UK and the U.S. the takeover development and institutional responses to them. The second part looks at the US and UK takeover regulations and their differences. Also legislation that have been implemented and the fact that despite legislation, subordinate lawmakers make rules that govern the process of takeovers. Who are these subordinate lawmakers and why do they appear to have so much discretion as to what becomes a rule? They include a diverse range of characters from Judges to interest groups (Institutional investors). The identity of the subordinate lawmaker, in turn has major consequences for both the substance and the enforcement of the regulatory rules  [3]  . Various case examples would be used to explain the difference in takeover methodology in the UK and the U.S, objectives of takeovers, the disciplinary hypotheses of the importance of ta keover regulations. Finally, proposed reforms in the US and UK and a conclusive summary on the issues of hostile takeover tactics. History The UK and the US are distinguished from other jurisdictions based on their high levels of takeover activities; in contrast Europe has a little or no market for corporate control (Franks and Mayer, 1996). The UK does not have the federalist structure of the U.S which does not allow room for corporate managers to exert influence. In the U.S the Delaware jurisdiction became the sole source of rules on takeovers more so, hostile takeovers. The U.S takeover regulations give target managers discretion to defend a bid whereas in the UK the shareholders make the decision. Delaware have a monopoly and is home to about 60% of the largest corporations in the country. Due to the amount of tax and other benefits that Delaware State enjoys from these corporations the State is attentive to the managers needs and the state lawmakers have an incentive to keep the managers content. The Legal rules have to be amenable so that unprecedented cases can be brought cheaply and quickly after has been a chan ge in business practices so as to allow the precedent cases to be developed and updated. The Delaware takeover doctrine was firmly established in the 1990s- that US institutional investors became a significant force in corporate governance  [4]  unlike their UK counterparts that embraced the importance of the concept of institutional investors. Corporate takeovers tend to improve not only the stock prices of the companies involved but also the stock market overall. Although there is a substantial increase in the targets companys stock price, the outcome for the acquirer and the market over time however is considerably negative. Also some ill-fated takeovers turn into an embarrassment for the parties involved for example the merger in 1996 of San Francisco banking giant Wells Fargo and its Los Angeles rival First Interstate Bancorp in an $11.6bn hostile takeover, the merge led to many of the latter companies executives leaving, account errors appeared in the companys account and the problems were visible to the customers. In the UK, lawyers play a relatively little role in takeover bids, complaints and law suits are made to the Takeover Panel located in the London Stock Exchange building. The Takeover Panel includes representatives from the Stock Exchange, the Bank of England, major merchant banks and institutional investors  [5]  . The Takeover Panel is a body that administers a set of rules known as the City Code on Takeovers and Mergers. The Panel and the rules were self-regulatory until around 2007 when the EU directives have been implemented into the UKs regulations and have a statutory underpinning designed with the objective of maintaining the characteristic features of the Panels approach, which is based on self-regulation. In the U.S however, takeover regulations are moderated principally by the Securities and Exchange Commission which ensures that disclosure and process rules are adhered to. A managers response to a takeover bid in the U.S is regulated primarily by the Delawares Chancer y Judges and Supreme Court- the key players here are lawyers and judges. U.S takeover Takeover offers are regulated under the Williams Act Amendments to the Securities and Exchange Act (SEC) 1934. The act was created to provide governance of securities exchange in the stock market, all the companies listed on the stock exchange must follow its requirements. The SEC is regarded as relatively share-holder friendly, however managers are known to sometimes adopt a hostile approach to takeovers and they adopt defence mechanisms such as poison pills or shareholder right plan which are designed to ward off a hostile bidders stake particularly if the bidder acquires more than a specified proportion of target stock, usually 10-15 percent. The poison pill is a defence tactic that allows companies to thwart hostile takeover bids from other companies, examples of the poison pill include Flip-over Rights Plan, Flip-in Rights Plan, poison debt, voting poison pill plan etc. The managers of a company that use the poison pill defence and a staggered board of directors have almost complete discretion to resist an unwanted takeover bid, the poison pill is a method that is slowly declining in the last couple of years. The U.S tender offers are generally not share holder friendly, in the case of Atmel Corp a maker of microchips used in video game controllers, successfully defeated a challenge by investors using the poison pill tactic. Some shareholders who sued over the failed buyout by Microchip Technology Inc stated that the revisions made by Atmel were vague, a Delaware state judge rules in Atmel Corps favour. State statute such as Section 203 of the Delaware General Corporation Law furthers the federal policy of investor protection. It was enacted to protect shareholders from the coerciveness of two-tier offers by preventing the offer unless the targets board of directors and in some instances the shareholders approves, the legislation has been successful in stopping such coercive practices. Section 203 also gives target boards some authority in resisting unwelcome, under priced tender offers that are not beneficial to shareholders. In the BNS Inc v Koppers Co., the U.S District Court explained that Section 203 does not stop the aims of the William Act even though it may give target boards significant advantage in preventing un-solicited takeovers. To the contrary, the statute may have substantial deterrent effects on tender offersà ¢Ã¢â€š ¬Ã‚ ¦so long as hostile offers which are beneficial to target shareholders have a meaningful opportunity for success. Section 203 does not have to let bad offers succeed to be constitutional, and in fact, if it did let bad offers succeed, it would frustrate, and not further, the Williams Acts purpose of investor protection. In BNS , the district court concluded that, on this record, the statute appears to offer hostile bidders the necessary degree of opportunity to effect a business combination and upheld the statute  [6]  . Another example is the recent April 2011 hostile takeover battle in the U.S between Tenet a hospital chain resisting a $7billion takeover by rival Community Health Systems. Tenet filed a lawsuit stating serious allegations that Community Health Systems is an unfit acquirer because the company has been systematically defrauding Medicare, evidence to support Tenets claim was provided. Not only is this allegation posed to resist a takeover, it can also potentially damage the reputation of Community Health Systems. This case ranks high in the pantheon of aggressive counter punches. The health care in the U.S remains the most targeted industry since 2009 with $179.1bn; accounting for 22.9% of total U.S targeted volume  [7]  . Another case example was AOLs purchase of Time Warner for $164bn at the height of the internet mania; it remains the largest corporate merger in American history  [8]  . Bidders are more likely to enter into negotiations with the targets board which results in a friendly transaction than them making a hostile offer directly to the shareholders. UK Takeover In contrast to the U.S, the UK takeover regulation is shareholder oriented. Managers in the UK are not permitted to make use of any frustrating defence tactics when there is a takeover bid without the shareholders permission unlike their U.S counterparts. The Takeover Code only becomes relevant when there is a bid therefore managers can take advantage of less stringent ex ante regulations well before any takeover bids come to light  [9]  . J.Armour, D.A. Skeel, JR, in their article; The Divergence of the U.S. and UK Takeover Regulation state that the UKs ban on defensive tactics by managers clearly makes it easier for hostile bids to succeed. It is bewildering to find that while the U.S adopts defence tactics measures, figures show that hostile takeovers are less likely to succeed there than in the UK. Case Examples in the UK In Jan 2010, Cadbury ended its nearly 200 years of independence after it was acquired by Kraft, a U.S food giant for 11.9bn pounds. The acquisition led to media frenzy and revived concern over the UK slowly becoming a so-called branch office for foreign companies, the UK Government was powerless to protect Cadbury, a heritage and one of the oldest companies in the country from foreign investment. The financial times stated in a article that erecting barriers is not the answer, the key to solving the problem of foreign business moving their head offices to more favourable jurisdictions is to make Britain an appealing business location, with a skilled workforce and a predictable tax regime. Another case example is the Vodafone-Mannesmann acquisition in 2002 which is still referred to a lot by economists and critics. There have been concerns that hostile takeovers can take place provided that there is a simple majority vote from shareholders. The Government wants reforms to change this to two-thirds of shareholders and the bidders must be subject to the same rules. Figure 1 below shows that the performance effects of takeovers differ by industry, some industries such as insurance companies have a higher number of takeover bids as opposed to banks that have a lower number. Figure 1 Beneficial Ownership of UK shares end-2008 (Source: Office of National Statistics, Share Ownership 2008) Difference between the US and UK takeover regulations The most significant difference between the two countries is not the substance but the mode of regulation. The U.S depends on formal law such as the Delaware law while self-regulation is the norm in the UK. In the Kraft-Cadbury takeover in the UK there was an outcry for change in the regulation as Cadbury was unable to defend itself to the same extent as a US company in similar circumstances, control decisions were made not by the directors but by short term investors. Leading U.S law firms such as Wachtell, Lipson and Cravath that specialise in Mergers and Acquisition (Hereafter MA) oriented practice generate significantly more revenue per lawyer than their UK counterparts. Importance of Takeovers- Disciplinary Hypothesis A takeover is sometimes used as a measure to restructure poorly performing companies. Critics and economics have long argued that the likelihood of competition in capital markets and the threat of a takeover is an incentive to discipline self-interested managers. Many writers have suggested a ban on the defence takeover tactics used in the U.S, such as the poison pills, golden parachutes and white knights- stating that these tactics more often than not are used purely for the managers/directors self interest. There have been numerous attempts by the Congress to set up legislative measures to prevent this out right abuse of power by the company managers and to protect the interests of the shareholders. There are however two hypotheses for the purpose of these defences: the shareholder hypothesis (SIH) and the management entrenchment hypothesis (MEH). The SIH is used purely to keep and satisfy the interests of shareholders whilst the MEH is used by the managers/directors of the company intended to be takeover to act in the interest of the shareholders for fear of losing their jobs if the takeover is successful, the end result of the MEH is usually that the shareholders would lose out on takeover premiums that the offeror would have paid. This leads one to question whether the managers pursuing their self interests is a breach of their fiduciary duties to the company and its shareholders, as they have a duty to act in the best interest of the company first and foremost. The managers may use the argument that the two hypothesis work together and that the main reasons for the defence tactics is not for their self interest but to maximise the wealth of the shareholders, a valid argument I daresay, both conflicting views are obviously utmost in the strategies of the management in a takeover power tussle. In the U.S the courts when determining whether a company management is in breach of its fiduciary duties look at the Business Judgement Rule- which provides that a court should evaluate decisions by directors to employ an anti-takeover defence in the same way as they would evaluate any other business judgement  [10]  . Basically anti-takeover defence tactics must be reasonable in relation to the threat posed and made in good faith. If the companys corporate value or shareholders interest could be harmed due to the acquisition of its shares by a specific person or group, the company needs to take substantial measures to raise corporate value and secure shareholders interests to the extent permitted by laws, regulation, and the companys Articles of Incorporation  [11]  . In the UK, the takeover code states in Rule 19.1 that public criticism is one of the disciplinary measures available to the Panel. Rule 19.1 states that each document or advertisement published or statement made, during the course of an offer must be prepared with the highest standards of care and accuracy and the information given must be adequately and fairly presented  [12]  . For example in the Kraft takeover case of 2010, the company promised to keep operational some Cadbury factories, but failed to do so, this led to a public criticism from the press and the Takeover Panel. OBJECTIVES OF TAKEOVER Takeover or merger, in practice, depends upon the motives of the persons behind such move. Generally, the following types of decision limit their choice for a particular firm in which takeover or merger activity could be organised: (1) Acquisition of shares in the target company; (2) Acquisition of the assets of the target companys undertaking; (3) Acquisition for full or part ownership of the target undertaking; (4) Acquisition for cash or for shares or other securities of the Offeror Company or combination of cash and variety of securities; There is not one single reason for a takeover but a multiple of reasons cause which are precisely discussed below: Synergistic operating economies: It is assumed that existing undertakings are operating at a level below optimum. But when two undertakings combine their resources and efforts they with combined effort produce better result than two separate undertakings because of savings in operating costs, combined sale offices, staff facilities, plant management etc which lower the operating costs. Thus the resultants economies are synergistic operating economy. These gains are most likely to occur in horizontal mergers in which there more chances for eliminating duplicate facilities, vertical and multinational mergers do not offer these economies. Diversification: Takeover are motivated with the objective to diversify the activities so as to avoid putting all the eggs in one basket and obtain advantage of joining the resources for enhanced debt financing and better service it shareholders. Such takeovers result in conglomerate undertakings. But critics hold that diversification caused takeover of companies does not benefit the shareholders as they can get better returns by having diversified portfolios by holding individual shares of these companies. Taxation advantage: Takeover take place to have benefit of tax laws and company having accumulated losses may merge with profit earning company that will shield the income from taxation. Growth advantage: Takeovers are motivated with a view to sustain growth or to acquire growth. To develop new areas becomes costly, risky and difficult than to acquire a company in a growth sector even though the acquisition is on premium rather than investing in a new assets or new establishments. (http://jurisonline.in/2011/03/takeover-a-critical-analysis/ Assessed 12th April 2011) Reforms in the UK There was an urgent need for reforms in the UK takeover regulation after acquisition of Cadbury by Kraft. The following are some of the proposed reforms. Proposals to give target companies more protection under the Takeover Code The Government wants the simple majority vote by shareholders to be changed to a two-thirds of shareholders in other to ensure that as many shareholders as possible are supportive of the takeover. The prohibition of any offer related arrangement e.g implementation agreements Reducing the put up or shut up deadline from 2months to 28days- This means that a potential bidder must announce a firm intention to make an offer, declare no intention or ask for an extension of the deadline. If no bid is announced the bidder is excluded out of the market for six months. There have been criticisms that the 28day period is not enough time for bidders to undertake due diligence and arrange financing. Detailed disclosure of advisory fees- there is no requirement at the moment under the Takeover Code for advisory fees to be disclosed. It is intended that any offer-related fees be disclosed in the offer document and targets response. This includes legal advice, accounting and consulting advice, broking advice etc. The proposal disclosure changes are not controversial and in fact tally with the current system in the U.S. Greater disclosure of debt facilities and other instruments to finance an offer- a bidders financing arrangements should be disclosed in any offer documents. This need for transparency and accountability may be prompted due to the recent financial crisis in the UK Provision of better protection of the interests of employees of the target company These proposals were made in March 2011 and a consultation period is open until the 17th of May 2011 after which the UK Panel will then issue a statement with the final version of the amendment, the amendments will be adopted into the UK Takeover Code later in the year  [13]  . Conclusion Even before the financial crisis there have been fundamental reassessments of the value of takeovers in the UK and the U.S. Since the financial crisis most board of directors and managers have been more concerned with running their businesses and staying afloat than with chasing expansion through takeovers. This factual point is true when the probability of a successful merger is far less certain, as in hostile takeover attempts. A hostile takeover presents executive board leaders with unique organisation and people challenges. It is often very difficult to overcome the challenges of acquiring and integrating an organisation and people especially after a hostile takeover. Times like this need a higher level of strategic thinking, flexibility and innovative problem solving  [14]  . This paper finds that the UK takeover regulation despite its numerous advantages is prone to hostile takeovers due to its compliance with upholding the interests of shareholders, while this hostile takeovers act as a form of disciplinary function by restructuring poor performing companies and improving their performance, evidence above stated shows that hostile targets in most cases experience a significant decline in profits and share returns in the first year of acquisition. Despite the criticisms of the U.S system of regulation, hostile takeovers are in decline due to the level of discretion given to the executive directors and managers by the legislation that provides antitakeover regulations that are enshrined in the corporate charters and/or state legislation. Also in a self regulated system like the UK, institutional investors who own majority of the shares in UK quotes companies shaped the Takeover Code. BIBLIOGRAPGHY http://www.guardian.co.uk/business http://www.mallesons.com/MarketInsights/marketAlerts/2011/UKPanel-Takeover-Code-Reforms/Pages/default.aspx John Armour, Jack B. Jacorbs Curtis J. Milhaupt, The Evolution of Hostile Takeover Regimes in Developed and Emerging Markets: An Analytical Framework, 52 Harv. Intl L.J. 219 (2011) J Coffee. Regulating the Market for Corporate Control: A Critical Assessment of the Tender Offers Role in Corporate Government, 84 Columbia Law Review 1145 (1984), copyright Columbia Law Review Association, Inc. T I Ogowewo. The inequality in takeovers, Journal of International Banking Law and Regulation 178 (2008), reproduced by permission of the publishers, Sweet and Maxwell Ltd Dolbeck, A. Hard to Swallow: Poison Pills on the Decline Weekly Corporate Growth Report, 22nd March 2004, 1-3 Hermalin, B.E Weisbech, M.S., 1991. The Effects of Board Composition and Direct Incentives on Firm Performance, Papers 91-02, Rochester, Business-Financial Research and Policy Studies. J.H.Farrar, Business Judgement and Defensive Tactics in Hostile Takeover Bids (1989) 15 Can. Bus. L.J. 15 at 22 http://www.complianceweek.com/s/documents/DealogicGlobalReview.pdf (assessed 18th April 2011) Does Delaware Law Improve Firm Value? by Robert Daines. Journal of Financial Economics, Vol. 62 (2001) http://www.investopedia.com/articles/stocks/07/buyside_m_and_a.asp (Assessed 18th April 2011) Morck,R., Shleifer, A., Vishny, R., 1990. Do Managerial Objectives drive bad acquisitions? Journal of Finance, 31-48 http://www.cbr.cam.ac.uk

Dinosaurs and Man May Have Co-Existed

Dinosaurs and Man may have Co-existed It has been a constant debate between creationists and evolutionists on how old the world is. Evolutionists believe that earth was created over 4. 5 billion years ago while, creationists believe in a young earth created only about 6,000 years old. With that debate is the argument on when the dinosaurs walked the earth. Evolutionism teaches that humans and dinosaurs lived millions of years apart from each other.What many people are not aware of is that there exists a considerable body of evidence that supports the Biblical account of humans and dinosaurs living at the same time and even interacting with each other. Some of this evidence suggests that this may still be happening today in certain parts of the world like the African Congo. (1) Dinosaurs are often portrayed as having lived in a time before man. However, the available evidence shows that man and dinosaur coexisted. Legends of dragons are found among most people groups.For example, ther e are the stories of Bel and the dragon, the Kulta of Australian aborigines, St. George and the dragon, and of course many Chinese legends. Often, the anatomical descriptions given are consistent, even though they come from separate continents and various times. (2) These depictions match what we know from the fossil evidence of certain dinosaurs. Thus, dinosaurs are known directly from their fossils, and indirectly from cave drawings, tapestries, textiles, figurines, carvings, bas reliefs, and many oral and written eyewitness accounts, most of which are quite old. 2) Pick up just about any book on dinosaurs, and it will say that dinosaurs lived from 230 million to 65 million years ago. That’s always stated as a fact, but how do they know? The ages of dinosaur fossils are determined by the layer of rock in which they are found. How do they know how old the rock layer is? It is usually the case that when layers of rock are piled up upon each other, the bottom one is the oldest , and the top one is the youngest, because the bottom one had to be there before the other ones formed on top of it.So, one can make a cross-sectional cut through a rock formation, examine the layers, and be reasonably confident that the lower layers formed before the upper layers (3). The questions are, â€Å"How long did it take for each layer to form? † and, â€Å"How much time elapsed between layers? † Traditionally, geologists have used the â€Å"geologic column† to answer these questions. Although the rapid formation of rock layers is an obvious fact, it makes evolutionists uncomfortable because it isn’t compatible with a neat uniformitarian explanation.If rock layers form rapidly in short periods of time, separated by longer time intervals of undetermined length, which makes it impossible to tell how long ago the rock layers were formed. Geologists are coming to the consensus that fossil-bearing rock layers were produced rapidly, and that there wer e unknown periods of time between the rock layers (3). Therefore, most of â€Å"geologic time† is represented by the rocks that aren’t there. Geologists have given traditional dates to sedimentary rock layers.They do that based upon the kind of fossils found in the rocks, and the evolutionary assumptions of the stages through which life evolved, and how long it took to evolve through each stage. The fossils in a sedimentary rock layer tell you what kinds of critters were living in that area at the time they were buried by a flood, landslide, or sandstorm (3). The dating and correlation of the geologic column is based on the assumption that all the wildlife living all over the world is the same at any given time.Therefore, floods, landslides, and sandstorms that occur in North America, South America, Africa, Europe, and Asia, will all bury the same kind of critter in any given year. (3) Believe it or not, dinosaur footprints, and the footprints of man, are found in the same strata, in the very same formation, in some cases only 18 inches apart, at a geological dig in Glen Rose, Texas, called the Paluxy River Bed. The ancient footprints of â€Å"man† at the site are found to be evenly spaced, and go under overhanging shale formations, continuing under the formations, and have been excavated. 4) Dinosaurs were said to have lived 250 million to 65 million years ago because their bones are found in rocks that are said to be Triassic, Jurassic, or Cretaceous. Rocks are classified as Triassic, Jurassic, or Cretaceous because they contain fossils that evolutionists presume were alive all over the Earth only during those periods of time. If you found a rock with a dinosaur bone in it, you would not be able to convince an evolutionary geologist that it was anything other than a Triassic, Jurassic, or Cretaceous rock.If radioisotope dating indicated the rock was less than 65 million years old, or more than 250 million year old, the evolutionist would flatly reject the radioisotope date. It is a fundamental article of faith that dinosaurs lived 250 to 65 million years ago. (3) New evidence from the Paluxy river bed in Glen Rose, Texas, as well as from South America, Mexico, and California, demonstrates beyond any doubt that dinosaurs and mankind co-existed, and walked the planet earth at the very same time — during the age of man.Believe it or not, dinosaur footprints, and the footprints of man, are found in the same strata, in the very same formation, in some cases only 18 inches apart, at a geological dig in Glen Rose, Texas, called the Paluxy River Bed. The ancient footprints of â€Å"man† at the site are found to be evenly spaced, and go under overhanging shale formations, continuing under the formations, and have been excavated (4). How is it possible that human footprints found in Mexico, Arizona, Texas, Illinois, New Mexico, Kentucky, and other states, are in rocks supposedly 250,000,000 years old† (4) Winkie Pratney in  Creation or Evolution?Part III, the Fossil Record: discusses the mysterious dinosaur tracks and human footprints found close together at the Paluxy River Bed: â€Å"Though the dino tracks (in the Paluxy River Bed in Glen Rose, Texas, for instance) are real, perhaps the human prints were later ‘clever carvings' by Indians. Recent research, however, has shown that they continue under shale bulldozed away, and paleontologists like Dr. Camp of the University of California and Dr. G. Wescott of Ypsilanti, Michigan, have pronounced them genuine.Scores of other similar finds have come in: human skulls in the Pliocene strata; pollen and anthropods in Pre-Cambrian layers; even pictographs of a dinosaur among other animals on ancient canyon walls, which would knock some 70 million years out of the geologic column† (Acts, p. 15, June 1996). (4) Since dinosaurs supposedly died out 65 million years ago, it is not possible that anyone in historic times has ever seen a living dinosaur. But what if people have seen living dinosaurs? Wouldn’t that completely refute the assumptions upon which the dating of the geologic column rests?For that reason, it is worth evaluating the evidence that man and dinosaurs might have lived together. If dinosaurs and man lived together, don’t you think they would be mentioned in ancient books? Certainly they would. They would not be called â€Å"dinosaurs† because that word wasn’t coined until 1841. If they were mentioned, you would expect them to be called something else, but would expect their descriptions to match dinosaurs (3). You would expect to read things like this, written by Philostratus (200 – 230 AD) wrote in the  Life of Apollonius of Tyana, Northern â€Å"India is girt with dragons of enormous size; not only are the arshes full of them but the mountains as well and not a single ridge is without one. †¦ The dragons of the foothills have crests, of moderate height when young but they grow with them and extend to a great height when they reach full size. † The bodies of the plains dragons are sometimes found with elephants, a great reward for hunters. Their tusks resemble those of swine, but more twisted and sharp. â€Å"They say that in the skulls of the mountain dragons are stored stones of flowery colors that flash out all kinds of hues. † They tell us that â€Å"a great many dragons' skulls are enshrined† in the center of the great city of Paraka (Peshawar? close by the mountain. (3)For over 2 hundred years there have been reports of a living dinosaur in Africa. This creature, which the natives call â€Å"Mokele-Mbembe† is believed to be a sauropod type of dinosaur (5). Sauropod means â€Å"Lizard-Footed† dinosaur. Sauropods are four-legged, herbivorous dinosaurs. These incidents were reported long before the word â€Å"dinosaur† was coined, and long before anyone (in this century) knew they existed. If Mokele-Mbembe is a living dinosaur, then it makes the claim of total dinosaur extinction unfounded.The Congolese people are very familiar with the aquatic dinosaur living in the Likoula swamp region. They call this Apatosaurus-like creature â€Å"Mokele-Mbembe† which means:  Ã¢â‚¬Å"one who stops the flow of rivers† (5). From the size of this awesome beast this name is sure fitting! They believe this animal  (which they greatly fear)  is sacred. This belief is due to the illness and death of many in the pygmy tribe after one was killed with a spear and eaten by the people. Of course, the deaths and illness were probably more likely due to spoilage of its meat.An animal this large could have been eaten for several weeks. (5) â€Å"Persistent reports of strange creatures in remote, swampy jungles of western Africa have led two scientists to believe that dinosaurs still may walk the Earth. Both historical reports from Westerners and firsthand accounts fr om natives indicate dinosaur-like creatures may exist today in a virtually unexplored jungle in the People’s Republic of the Congo, the researchers said yesterday. Dr. Roy Mackal, a research associate at the University of Chicago, said he believes the animals may be elephant-sized dinosaurs (5). In an article in Science magazine, published by the American Association for the Advancement of Science, the researchers say natives call the creature ‘Mokele-Mbembe. ‘ â€Å"The researchers say they believe it actually may be a dinosaur that looks like a smaller version of the brontosaurus, a giant plant-eater that died out 70 million years ago. Natives shown pictures of many kinds of animals picked illustrations of the brontosaurus as most closely resembling the creatures they say they saw, Mackal said. †Ã‚   Source: Warren E. Leary â€Å"Dinosaurs May Inhabit Remote Jungle. † San Diego Union Tribune, Oct 18, 1980 (Washington date Line). as quoted in  "That their words may be used against them† by Henry Morris, pg. 258) Roy Mackal, an American Biochemist (and evolutionist) has headed several expeditions since 1980 to the Likouala swamp. Mackal has collected numerous eyewitness accounts from the Congo natives. Many live in different locations, yet their descriptions of the creature are the same despite lack of communication with each other. Descriptions of the dinosaurs physical appearance and behavioral traits are consistent with each other. (5)| â€Å"I am not at all convinced it has been proven that the dinosaurs became extinct prior to the advent of man.I believe there is much evidence, ancient and modern, to indicate that dinosaurs and human kind existed on earth contemporaneously, and that human beings, while they probably lived in different regions than dinosaurs for the most part, did on many occasions encounter the sometimes huge and fearsome creatures. The memories of these encounters were so vivid and deep that t hey were passed down in a multitude of cultures as legends, painted on cave walls, represented in pottery, and written of in literature† (Quote from Francis Schaeffer (a well known Christian Historian) .Though most are now gone, I believe that some small species of dinosaurs may still alive today in remote parts of the world. | Works cited page 1. Swift, Dennis. â€Å"More Evidence That Dinosaurs and Man Co-existed ! †Ã‚  Angelfire: Welcome to Angelfire. 2011. Web. 13 Apr. 2011. . 2. â€Å"Men and Dinosaurs Coexisted. †Ã‚  Www. icr. org. Web. 13 Apr. 2011. . 3. Jones, Do-While. â€Å"The Age of Dinosaurs. †Ã‚  Ridgecrest, California – Your Community Portal. June 2004. Web. 13 Apr. 2011. lt;http://www. ridgecrest. ca. us/~do_while/sage/v8i9f. htm>. 4. Keyser, John D. â€Å"Dinosaurs and Man? †Ã‚  Hope of Israel Ministries. Web. 13 Apr. 2011. . 5. â€Å"Mokele-Mbembe Search Living Dinosaurs Dinosaur Embryos Uncovered. †Ã‚  Angelfire: Wel come to Angelfire. Web. 13 Apr. 2011. . 6. Warren E. Leary â€Å"Dinosaurs May Inhabit Remote Jungle. † San Diego Union Tribune, Oct 18, 1980 (Washington date Line) Griffin Bearicks Spring semester 2011 April 13, 2011 Geology 1304 Roger Sigler

Lack Of Strong Communication Skills - 1533 Words

Strong communication skills are necessary in order to coordinate daily operations which may require multiple people participating in the care of a patient. Evidence has shown that a lack of strong communication has led to negative patient outcomes and financial losses for the institution. Effective communication will help deliver the plan and staff members will know exactly what is expected off them versus trying to figure it out on their own. Good communication will also help to prevent errors in a field where a mistake could mean severely harming a child or the death of a child. Good communication skills also include adapting the way you communicate when a particular situation occurs. An effective leader doesn’t always bark out†¦show more content†¦Interpersonal relationships and businesses fail because of poor problem solving. Problem solving and conflict resolution abilities are important since many problems and conflicts arise on a daily basis in personal life an d in business and can be the difference between success and failure of your daily operations, the unit and ultimately the organization. A good leader will try to prevent problems before they arise but sometimes problems are inevitable and effective problem solving and conflict resolution is needed in order to ensure smooth operations. Conflict resolution skills can be developed by attending training seminars and with experience. The training seminars will provide basic concepts that the leader can apply in various situations. Determining the critical patients with severe life threatening illnesses and rapidly mobilizing a team to treat the patients. Leadership Development Plan. Objectives for the leadership development plan will introduce and familiarize the new employee to the organization. Familiarize them with policies and procedures. How they can seek assistance when they have a problem. Help them identify their leadership and communication styles and effectively manage the unit with strong communication skills, effective decision making and problem solving abilities. The leaders will attend a series of new manager meetings, classes and seminars. The new Manager meetings will involve classes that familiarize the leader with theShow MoreRelatedLack of Communication in a Relationship Essay943 Words   |  4 PagesLack of Communication in a Relationship Lack of communication is the root cause for most relationships problems. Communication is the key foundation in a relationship. Without its presence or absence, it affects the physical health. When communication is deprived, we would have no sense of ourselves. Communication enables us to survive and it has a major impact on all relationships. Without communication, a relationship has no chance of surviving its prime. To make communication work, eachRead MoreVirtual Meeting Simulation: Communication Analysis1136 Words   |  5 PagesThe communication among Pablo, Sam and Lifang Lin, in the simulation of Virtual Meeting exposed some obstacles. First, there was clear lack of professionalism in the meeting. The meeting began by Pablos introduction that made him sound egocentric. This could have been the reason for Sam in the United States to adapt an attitude problem that triggered the racial remarks he made. The meeting should have had an agenda to guide the participants. Lack of clear set goals in the virtual meeting jeopardizedRead MoreWilliam Shakespeare s King Lear1320 Words   |  6 PagesOne of the most important life skills is being able to communicate properly with others. Having strong communication skills allows one to better understand the situation at hand. Proper communication is essential to working out problems because of this reason. 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One of the core problems faced by Hefty Hardware was the lack of a productive, working relationship between the company’s IT and business divisions. The four building blocks needed for a foundation on which a solid relationship could be constructed; competence, credibility, interpersonal interactions, and trustRead MoreTaking a Look at Interpersonal Communication716 Words   |  3 Pages† said Ralph Nichols and this thought is agreeable as the interpersonal skills are the skills people use throughout their life to interact with individuals or group of people in the society. It has been believed that the people with good interpersonal skills are generally more successful and get effective fruitful results in both their personal and professional lives. People who work hard to develop strong interpersonal skills can augment many aspects of life and lead to better relationships and understandings

The Social Issue Of Immigration - 1200 Words

Immigration has been a major topic since the beginning of the United States of America. This phenomenon is what helped the establishment of this country; and even today it continues to have an impact in in most aspects of the lives of North American’s. The subject has also brought much criticism and created divided opinions about its immediate and long term impact. Migration itself it’s not a problem, but the modern dilemma of who is allowed to migrate and reside permanently in a country â€Å"legally.† It is interesting to explore this subject under three basic theories that Sociology deals with: symbolic interactionism, conflict theory and social functionalism. Each theory brings us closer to understand some of the reasons why â€Å"illegal immigration† is controversial today. The purpose of this paper is not to persuade but to explore and expose some ideas on a recurrent social issue. The first theory to be discussed is symbolic interactionism, which c an be related to the term â€Å"illegal immigration† and some of the other words that derive from this. The main idea covered and supported by this theory, is the fact that communication is based on the exchange of symbols. In a sense language, words etc. are symbols, and the terminology given to the current social problem contributes to the creation of perceptions that people have. For instance, when an average American thinks of the word â€Å"illegal immigrant† the first thing that comes to mind is a brown/Hispanic immigrant, most likely aShow MoreRelatedThe Illegal Immigration Issue Is One Of The Most Complex And Emotionally Charged Social Justice Issues1095 Words   |  5 Pagesâ€Å"The illegal immigration issue is one of the most complex and emotionally charged social justice issues facing the United States.† The United States Immigration and Naturalization is also commonly known as INS. 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An article called â€Å"U.S. Immigration Before 1965† stated that the first colossal rush of United States immigration began during the colonial era, the initial component of theRead MoreImmigration And The United States1464 Words   |  6 Pages Immigration has always been a complex issue in the United States. Previous and current administrations have had great difficulties in setting policies and programs in place to address this problem. During the course of American history, laws were enacted to address such issues. There were numerous legislative milestones in regards to immigration in the United States. In order to understand the current issues regarding immigration, we have to look back at the policies that were in placeRead MoreUse of Language in Immigration1615 Words   |  6 PagesUSE OF LANGUAGE IN IMMIGRATION RHETORIC 1.0 Introduction American society has developed as a result of continued waves of immigration. It therefore seems logical that Americans should have positive attitudes towards immigration. Immigration allows for sharing of ideas and cultures within society. However, in recent years, the trend of undocumented immigration has taken an effect on the economic and social development of American society. During the debates in the fun up to the 2013 electionsRead MoreIllegal Immigration And The United States1481 Words   |  6 PagesPurpose Statement Illegal immigration can cause substantial tension on the current economic configuration in a country. However, it can also, assist the said configurations by providing cheap and effective manpower at the same time. Contemporary study on political opinions concerning immigration frequently pits points of view highlighting economic self-interest versus cultural or ideological rationalization. They (studies) are also based on the particular immigration policy at hand at the time,Read MoreSummary Of Alien Nation : Common Sense About America s Immigration Disaster1317 Words   |  6 PagesAnnotated bibliography Reflection paper Brimelow, Peter. Alien nation: common sense about America’s immigration disaster. (1995). This article talks about immigration and its consequences in America. In addition to this, the paper talks about the reasons behind the ballooning level of immigrants in amerce. Some of the reasons that the article outlines include; search for better employment in the US as they fear their nations which have low levels of employment, escape war from their nationsRead MoreAnti- Immigration Attitudes in America Essay608 Words   |  3 Pagesthe overall human treatment of immigrants and foreigners today, and must be changed by first changing the anti-immigrant attitudes in America. The social structures of politics and laws affect both immigrants and U.S. citizens alike and can only be changed by reforming America’s immigration system. Racial prejudice and nativism are still social issues that define our present reality and affect us all. Everyday, immigrants in America find themselves victims of hate crimes like genocide because ofRead MoreThe Issue Of Illegal Immigration1523 Words   |  7 PagesThe issue of illegal immigration has become one of the most important issues of concern to the international community and the countries that represent a source of migrants as well as countries that receive them it is worth mentioning that there is a close link will appear in the coming days between the global financial crisis and the issue of illegal immigration; since that crisis will push millions of young people to the lists of unemployed to increase their number in developing countries, andRead MoreBenefits Of Immigration Reform During The United States Essay1651 Words   |  7 PagesBenefits of Immigration Reform Today, the need for immigration reform questions many economic, political and moral realities in our country. In particular, the current immigration reform as a major issue in the Latino community. Each area will be examined with an emphasis on how each is beneficial to the economy, as well as touching on the differences between the key opinions around immigration reform. Latinos make up a large portion of the people impacted by the outcome reform bill. The MigrationRead More Illegal Immigration to the U.S. Essay903 Words   |  4 PagesIllegal Immigration in the States Works Cited Not Included Cynthia Tucker, an editor for the Atlanta Journal-Constitution, published an article on the issue of the illegal immigration to the United States in October 2005, in which she argues that illegal immigration is one of the serious issues like crime, poverty, and terrorism which demands wise leaders who can solve this issue. She criticizes Tom Tancredo; a Republican congressional representative from Colorado, for promoting a legislation