text:
User:Pluke

$$\underbrace{byThePowerOf}_\text{function name} \underbrace{x \ y}_\text{arguments} = \underbrace{x ^\wedge y}_\text{calculations and output} $$

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blahtex (planks constant - for blahtex representation) \underbrace{{6}\cdot{64}}_{\text{mantissa}} \times \underbrace{10^{-34}}_{\text{exponent}}

Examples and Exercises

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 * proc pass_the_parcel(parcel)
 * remove_layer(parcel)
 * if(no_more_layers(parcel))
 * winner!
 * else
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Applied ICT
http://www.edexcel.com/quals/gce/app-gce/app-ict/Pages/default.aspx

videos on buffer overflow for cracking the PS3 http://psgroove.com/content.php?581-Sony-s-PS3-Security-is-Epic-Fail-Videos-Within&s=a38d36acb7597cc1bc12d25f5b608f98

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The accumulator is a temporary storage space for arithmetic operations. Without it, the result of every operation would have to be written to main memory, and then read back into the ALU, which is very slow. For example, to add up a list of numbers, they are loaded one by one from main memory and added into the accumulator. The final answer is then copied back to main memory.

title: User:Pluke


text:
US Corporate Law/Formation

Forming a corporation is generally considered a simple matter, however if it is done incorrectly this can have severe consequences for all involved. Many corporations are formed with the help of a lawyer (or several) - usually through a service company or directly through a business entity service company. The actual process of forming a corporation is usually a matter of filling in a few blanks on a form, but the process can sometimes be complex depending on what the persons or entities incorporating wish to accomplish. For example, some jurisdictions have statutes that grant liability protection to the officers and directors but these statutes need to be specifically invoked before they apply to the business entity and this is not always available on a generic form provided by the business entity filing agency in the jurisdiction where one is incorporating.

Chapter 2 of the MBCA and Subchapter I of the DGCL outline how a corporation is formed. There are three main steps in the process:

 * 1) An incorporator files articles of incorporation with the secretary of state's office. (Note that although the filing office in most United States jurisdictions for corporate filings is the Secretary of State, many United States jurisdictions use other agencies. Alaska, for instance, uses the Department of Commerce, Community and Economic Development and Michigan accepts new corporate filings through the Department of Labor & Economic Growth.)
 * 2) The corporation holds an organizational meeting to select a board of directors.
 * 3) The board of directors meets to adopt bylaws, appoint officers, and other tasks.

Considerations when incorporating
All of these things should be considered when choosing what entity type to use, what jurisdiction to incorporate in and how the articles should be drafted - or if a stock form should even be used. This is why this is a process and decision generally considered best left to an attorney or service company specializing in such matters - just as you would likely have a dentist to pull a tooth even though this is also considered a simple matter. Note that some jurisdictions require by statute that an official state form be used when filing a business entity, additional provisions can generally be attached.

 * The laws of the individual state where the business entity is to be filed
 * Whether or not the business entity may be ever conducting business in other jurisdictions
 * The business entity type
 * The business entity's projected revenue
 * The business entity's number of shareholders
 * The likelihood that the business entity will be sued (in the case of a high-risk business).
 * Other variables

Articles of incorporation
The articles of incorporation can be very minimal. Many states provide a one or two-page form for the articles of incorporation: the incorporator can simply fill out the form, provide the filing fee, and their corporation will be chartered. MBCA § 2.02 only requires four elements:

 * 1) corporate name
 * 2) number of authorized shares
 * 3) name and address of the corporation’s registered agent
 * 4) name and address of each incorporator

DGCL § 102 also requires:

 * 1) a statement of the "nature of the business" of the corporation (Note that most jurisdictions allow the articles to simply state "Any Legal Purpose" or a variation of this statement).
 * 2) the par value of each share, or a statement that all shares are to be without par value (see the chapter on Securities)
 * 3) name and address of each director, if the incorporator's duties are to end upon filing

Corporate name
Under MBCA § 4.01, a corporate name must include the word “corporation,” “incorporated,” “company,” or “limited,” or an abbreviation or foreign equivalent thereof. DGCL § 102 allows the corporation to choose a number of other signifying terms, including "association," "society," and "syndicate." The point of this rule is to place other parties on notice that they are dealing with a limited liability entity.

The registered agent
The registered agent (AKA "RA", "Resident Agent" or "Statutory Agent") is a person or company designated to receive service of process within the state of incorporation. (Service of process is the act of serving a defendant with court papers in the event of a lawsuit.) The registered agent must provide a physical address to which a process server may personally go to deliver the complaint. Some states require that the registered agent accept his or her appointment by signature, other states do not. The state Articles of Incorporation form will indicate whether the registered agent's signature is required.

Most commonly, a registered agent service company is the designated registered agent. In some cases, the entity's attorney is the designated registered agent. If there is no attorney, the entrepreneur him or herself may be the registered agent, however there are numerous very good reasons for the entrepreneur to NOT serve as the registered agent.

The incorporator
Traditionally, corporations had to have three individual incorporators, who had to meet a number of legal requirements, such as being residents of the state of incorporation. Nowadays, one is the norm. The incorporator is usually inconsequential to the company they incorporate. An incorporator might be a lawyer, a secretary, a bicycle messenger, or any other competent adult; other corporations are also allowed to be incorporators in many jurisdictions. Besides having to sign the articles, an incorporator may also (depending on local law):

 * Receive the corporate charter in the mail from the secretary of state
 * Call the first meeting of the board of directors
 * Dissolve the corporation before the board meets
 * Amend the articles of incorporation before the board meets

Purposes and the ultra vires doctrine
Traditionally, corporations had to list their purposes in the articles of incorporation. Some states, such as Delaware, retain this requirement, but those states which have such a requirement are very lax about it: the corporation can be formed for "any and all lawful purposes," or list a few primary purposes with the "any and all" clause tacked on the end. Before this was legally possible, corporate lawyers would load up articles of incorporation with every conceivable purpose for a corporation up to mining cheese on the moon.

Ultra vires, Latin for "beyond the powers," is a legal doctrine stating that corporations cannot act beyond the purposes for which they were incorporated. Many English common law courts applied a dramatic form of ultra vires: any such act of a corporation was legally void. Other courts applied an estoppel theory to force corporations to follow their contracts even if the deal was ultra vires: this is the approach taken by MBCA § 3.04, which provides that "the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act." Compare NYBCL § 203.

Although ultra vires is rare due to the lack of fixed corporate purposes, the issue still comes up in states that restrict the powers of corporations by statute. In some jurisdictions, for instance, corporations cannot enter partnerships or make contributions to a non-profit organization. The MBCA comments suggest that ultra vires can be applied:

 * When the corporation or its shareholders sue former directors, to recover damages
 * When shareholders sue directors to get an injunction against an ultra vires act
 * When the state's attorney general wants to dissolve the corporation

The birth of the corporation
While rules vary from place to place, the usual law is that the existence of the corporation begins at the time the articles are filed, even though they have not been reviewed or accepted by the government at that point. This means that a corporation can begin operations while its articles are pending approval. If something goes wrong during this period and the articles are later rejected by the state, the corporation's limited liability generally protects the shareholders and directors, so long as they were acting in good faith.

On the other hand, if they knew the corporation was invalid to begin with, they can be personally liable for anything the corporation does during its period of presumptive validity.

First board meeting
(Back to US Corporate Law)

license: Creative Commons - Attribution Share-Alike - https://creativecommons.org/licenses/by-sa/4.0/

title: US Corporate Law/Formation


text:
US Corporate Law/Securities

Securities represent a financial interest in a corporation.

Equity vs. debt financing
Generally, a corporation receives capital in exchange for equity securities or debt securities or a combination of the two. Equity securities are also known as stock. Debt securities are commonly known as bonds: although they are formally divided into bonds and debentures, the word "bond" is often used to refer to both.

A bond evidences a loan to the company, rather than a share of the company's equity. The money or other consideration received in exchange for a bond becomes both an asset and a liability to the company. In contrast, the consideration received for stock becomes an asset of the company without becoming a liability; it adds to the company's equity (the difference between assets and liabilities).

Bonds and debentures
Life is full of surprises, and even more so when it comes to finances. A person having a good income today may face financial crisis in future. To avoid these unforeseen financial crises everyone invests in different instruments that can fetch extra income. There are many options available in the market that can be classified as risky and non risky. It is very well understood that risky options yield higher gains but non risky ones can give very low returns. Debentures and bonds are two such options that can be taken for good returns on ones investment. Debenture is an instrument issued by a company that can be convertible or non convertible into equities. Bonds are issued by companies or by government and can be seen as a loan taken by them to meet their financial needs. These two instruments are basically loan taken from the investor but have very different repayment conditions.

Debentures

Debentures are issued by a company to raise short to medium term loan needed for expenses or for expansions. Just like equities these can be transferred to anyone, but does not give right of voting in the company’s general meetings. Debentures are simply loans taken by the companies and do not provide the ownership in the company. These are unsecured loans as company is not bound to return the principal amount on the maturity. Debentures are of two types convertible and nonconvertible. The convertible debentures are the ones that can be converted into equity shares at a later time. This convertibility provides attraction to the investor but yield lower interest rates. Non convertible debentures does not convert into equity shares thus can yield a higher interest rate.

Bonds

Bonds are actual contract notes issued by the borrower to pay interest at regular intervals and return the principal on the maturity of the bond. These bonds are issued by the companies for their expenses and future expansions. The bonds are also issued by the government for its expenses. A bond is seen as loan taken by a borrower from the investor so unlike equity share it does not give stake in the company but he is seen as a lender. These bonds are redeemed at a definite time. These are secured loans and can yield low to medium interest rate.

Difference between bonds and debentures

Both bonds and debentures are instruments available to a company to raise money from the public. This is the similarity between the two, but on closer inspection, we find that there are many glaring differences between the two.

Bonds are more secure than debentures. As a debenture holder, you provide unsecured loan to the company. It carries a higher rate of interest as the company does not give any collateral to you for your money. For this reason bond holders receive a lower rate of interest but are more secure.

If there is any bankruptcy, bondholders are paid first and the liability towards debenture holders is less.

Debenture holders get periodical interest on their money and upon completion of the term they get their principal amount back.

Bond holders do not receive periodical payments. Rather, they get principal plus interest accrued upon the completion of the term. They are much more secure than debentures and are issued mostly by government firms.

In Brief:

• Bonds are more secure than debentures, but the rate of interest is lower

• Debentures are unsecured loans but carries a higher rate of interest

• In bankruptcy, bondholders are paid first, but liability towards debenture holders is less

• Debenture holders get periodical interest

• Bond holders receive accrued payment upon completion of the term

• Bonds are more secure as they are mostly issued by government firms

Stock
Holders of stock have two key rights: voting rights and residual rights. Voting rights enable stockholders to elect the board of directors and approve or reject certain fundamental transactions. Residual rights allow the stockholders to share the company's profits, as well as recover some of the company's assets in the event that it folds, although they generally have the lowest priority in recovering their investment.

Common and preferred stock
By default, stock in a corporation is common stock. Common stock is generally accompanied by a voting right and residual right proportional to the number of shares held in the corporation. If a corporation only offers common stock, an owner of 25 percent of the common stock would control 25 percent of shareholder votes, receive 25 percent of any dividend payout and be entitled to 25 percent of any post-liquidation assets after creditors are paid in full.

Stock can also be designated as preferred stock, which gives it a higher level of residual rights. Generally, common stockholders cannot be paid until preferred stockholders are paid. Preferred stock often, but not always, comes with restricted voting rights, or sometimes with no voting rights at all. It is commonly used by investors such as venture capitalists who wish to invest in new companies but also seek to minimize risk.

Preferred stock can be designated as convertible, meaning that it can be converted into common stock at a certain time or times (e.g. at the holder's option). This gives the preferred stockholder the ability to exercise more control over the business later in exchange for giving up their dividend and liquidation preference. Common stock can also be convertible into preferred stock, although such cases are rare.

Classes of stock
The articles of incorporation may also designate various classes (or series) of stock. Generally, this is done to apportion voting rights and liquidation preferences between various types of investor.

For instance, in a small company, the founders may have Class A common stock, one group of investors may have Class B preferred stock, and another group may have Class C preferred stock. Class A stock may be allotted a certain number of seats on the board so that the founders always have the power to remain on the board. Class B and Class C stock can be given separate allotments of board seats as the shareholders agree, and can be given different levels of liquidation and dividend preference as the shareholders agree.

Par value and legal capital
A simple way to define par value is as the "face value" of each share. This is a misleading definition, though: if you buy a share of stock for $75, its par value could theoretically be just about anything. If it has a par value at all, the value is probably low, maybe $1. In most cases, the par value will be completely irrelevant to the shareholder.

Par value comes from an era when small corporations were the norm. Three people might have gotten together and agreed to contribute $10 apiece to form a corporation. When the articles of incorporation were drawn up, the number of shares and par value of each share would be included. For three people investing $10 each, the corporation might issue three shares with a par value of $10, six shares with a par value of $5, or thirty shares with a par value of $1. Whichever numbers its owners chose would be recorded in the articles.

In the beginning, the promoter of a corporation (i.e. the person soliciting investments) would almost always set a fixed ratio between amount invested and number of shares received in exchange for that investment. Par value turned this into an absolute legal requirement. There were several reasons to do this: for one, it ensured that shareholders received equal treatment, as they would get equity and dividend rights proportional to their investment.

The legal capital (also called stated capital and paid-in capital) of the corporation would be determined by multiplying par value by the number of shares issued. Lenders were theoretically supposed to use this figure to know how much the corporation was worth at its outset. In practice, this didn't work. Some people learned to contribute property to a new corporation in return for stock at an inflated par value. On the balance sheet, the property would be the corporation's only capital, and because legal capital was fixed, the value of the property would magically go up. While the promoter had $10,000 in stock, the corporation might only have $5,000 worth of assets, but would still be worth $10,000 on paper.

Stocks sold at inflated par values were called watered stock, because the assets of the corporation were "watered down" to increase the apparent value of the stock. Holders of watered stock could be in trouble if a creditor foreclosed on the corporation's assets. If they had received $10,000 in stock for a $5,000 capital contribution, they would not only lose their $5,000 investment but would also be personally liable for the additional $5,000, whether they were the aforementioned promoter lying about the value of their contribution, or an innocent investor relying on par value to gauge the true value of the corporation.

Because par value was such an unreliable indicator of the actual value of stock, and because high par values could create liability for investors if the corporation went belly up, corporate lawyers began advising their clients to issue stocks with low par values. The legal capital of the corporation would still be determined based on par value, but the balance sheet would include the investment over par value as a capital surplus, and everything would still balance. In 1915, New York got wise and authorized corporations to issue "no par stock" with no par value at all, in which case the board of directors would allocate the incoming capital between stated capital and capital surplus.

Thanks in large part to a proliferation of low par and no par stock, watered stock is less of an issue these days. The last major American court case dealing with watered stock was in 1956. (Most corporate statutes also provide that the board of directors exercises conclusive judgment of the value of any property it exchanges for stock, as long as the directors do so in good faith; watered stock still comes up in the context of fraud, though.)

In most places, par value is optional. Under DGCL § 102(a)(4), a corporation can choose between par or no par stock, but must make the election in the articles of incorporation. MBCA § 2.02 does not mandate par value, but allows corporations to voluntarily place par value on their stock. For lawyers, one of the most important considerations surrounding par value is: "How much will it cost?" States often charge a franchise fee for corporations based upon the par value of the outstanding stock, with no par stock given an arbitrary par value for purposes of the calculation.

Distributions
A distribution is a transfer of the corporation's wealth to its shareholders. There are two types of distribution: dividends and stock repurchases. From the corporation's standpoint, the two transactions are very similar: they both involve a payment from corporate funds to the shareholders.

In par value states
Under par value regimes, distributions can only be made from the "surplus" of the corporation. The exact definition of "surplus" varies from place to place, but Delaware defines it as the assets that exceed the legal capital of the corporation—the aggregate par value of its shares. This means that in such states, creditors can only rely upon recovering a fraction of the corporation's assets: the rest are free to be distributed to shareholders at any time.

A few other states impose a further restriction: that distributions have to come from earned surplus, the money that comes from corporate profits. This means that companies cannot pay dividends that would bring their assets below the amount of paid-in capital, the total amount that has been directly paid in by shareholders since the company's incorporation.

Under the MBCA
The Official Comments to the MBCA suggest that a corporation must meet two tests before it makes a distribution. These are:

 * Equity insolvency test - After the distribution, the corporation must be able to pay its debts as they become due in the usual course of its business.
 * Balance sheet test - After the distribution, the corporation's total assets must be greater than or equal to its liabilities plus the amount needed to buy out all of the holders of preferred stock.

Some states have adopted these tests verbatim. Others have gone further: in California, for instance, the balance sheet test under CCC § 500 requires the corporation to have assets greater than 125% of its liabilities after the distribution.

Compliance with these rules falls upon the directors themselves. If they break the rules, they can be individually liable to the company's creditors. The Official Comments indicate that the decision to make a distribution should be treated as any other business decision, and therefore should be subject to the business judgment rule. This means that as long as the directors make the decision in good faith, on an informed basis, and absent a conflict of interest, they will usually be safe.

Securities in public corporations
Publicly-traded corporations are subject to a number of additional regulatory regimes, most of them federal:

 * Securities Act of 1933 - Regulates the public issuance of securities.
 * Securities Exchange Act of 1934 - Regulates the public trading of securities.
 * Glass-Steagall Act of 1933 and Gramm-Leach-Bliley Act of 2000 - Bar banks from dealing in corporate securities;
 * Investment Advisers Act of 1940 - Regulates professional investment advisors with more than $25 million in managed assets.
 * Investment Company Act of 1940 - Regulates securities investment companies respectively. Many investment-related companies fall under these acts, even those engaging in the trade of "securities" not defined as such under the Securities and Securities Exchange Acts. The main target of these laws is mutual funds and similar companies. Foreign investment companies may not publicly offer in the US without making ICA registrations first.
 * Commodity Exchange Act - Covers trading in all types of futures contracts, expansively defined. Forward contracts and derivatives are not included, but many securities-based futures contracts are.
 * Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley" or "SOXA") - Adds additional rules to prevent fraud and unfair advantage.
 * Rules of the Securities and Exchange Commission (SEC) passed under the above laws.

In addition, most public corporations must follow the rules of the New York Stock Exchange (NYSE), the National Association of Securities Dealers (NASD) or whichever entity is responsible for listing their securities. These exchanges are known as self-regulatory organizations (SROs), as they can regulate listed companies independently of the federal government.

Securities Act of 1933
The Securities Act of 1933 (also known as the '33 Act) is essentially a consumer protection law for "retail" investors (i.e. not money managers, foundations, pensions, etc.) Its objectives are to provide investors with material financial and other corporate information about issuers of public securities (i.e. stocks and bonds), and to prevent fraud in the offering of such securities.

Many transactions are exempt from regulation under the Securities Act. Section 4 of the Act limits its application to public offerings (according to SEC guidelines, more than 25 offerees) by issuers and their underwriters (i.e. investment banks). This means that the Act primarily applies to companies offering securities to the public, and not to transactions between investors or to sales of stock to small groups of investors (i.e. private placements.)

For public offerings, the main requirement of the Securities Act is registration. An issuer must prepare an extensive statement describing the securities to be offered and detailing the nature of the issuer's business. Once this statement is registered with and approved by the SEC, its data and forecasts are placed in a prospectus for potential investors. Any offering of the securities by the issuer or underwriter must thereafter be accompanied by the prospectus.

Securities Exchange Act of 1934
While the Securities Act is very limited in scope, the Securities Exchange Act (also known as the Exchange Act or 1934 Act) is much broader. It regulates stock exchanges, brokers, dealers, and even private traders.

SEC Rule 10b-5
One of the most important provisions in securities law is Rule 10b-5, a general provision against fraud:

 * It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange,

 * a. To employ any device, scheme, or artifice to defraud,

 * b. To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or

 * c. To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person,

 * in connection with the purchase or sale of any security.

The rule, along with Section 10(b) of the Exchange Act, is used to punish a variety of activities, most notably insider trading.

(Back to US Corporate Law)

title: US Corporate Law/Securities


text:
US Corporate Law/Directors

Control over a corporation is vested in a board of directors. The board of directors have great leeway to operate the corporation as they see fit, but they owe duties to shareholders, and often to others as well.

Board meetings
The meeting rule states that directors cannot act unless they meet as a board. See Baldwin v. Canfield, 1 N.W. 261 (Minn. 1879) (board members each individually signed a deed on behalf of the corporation; transfer deemed invalid because board never met). There are legal ways for boards to act without actually meeting, but the general rule is that they must meet if possible.

Although the prototypical board meeting takes place in a "board room," hidden away inside a skyscraper, board meetings can take place anywhere and at any time. Under MBCA § 8.20 and DGCL § 141(i), the entire board does not even have to physically meet: a meeting can take place by teleconference or any other method in which the directors can simultaneously hear each other. This permissive rule has caused some courts to take a harder line against board action without a meeting, on the grounds that boards should be able to meet in just about any situation.

Notice
MBCA § 8.22 provides that notice is not necessary for regular board meetings, and that special meetings may be called on two days' notice. The DGCL contains no provisions for statutory notice. The articles or bylaws may fix a different notice requirement. If the board acts at a meeting held without the required notice, the action is invalid. See Schmidt v. Farm Credit Svcs., 977 F.2d 511 (10th Cir. 1992).

Quorum
A quorum must be present at the meeting in order for the board's action to be legally effective. The statutory quorum is a majority of the total number of directors, but can be increased or reduced to as low as one-third under MBCA § 8.24 and DGCL § 141(b).

Voting
Each director has one vote, and the majority of the quorum rules. Directors may not vote by proxy; they must be "present" (i.e. communicating) at the meeting. See MBCA § 8.24; Lippman v. Kehoe Stenograph Co., 95 A. 895 (Del. Ch. 1910).

Written consent
Under MBCA § 8.21 and DGCL § 141(f), a board may act by unanimous written consent without a meeting. The idea behind this rule is that forcing unanimous consent ensures that opposing argument will not be silenced during the decision-making process: if a director opposes the action, they can force a meeting by refusing to sign the consent.

Emergency powers
If a quick decision is necessary to prevent great harm or take advantage of great opportunity, and a quorum of the board cannot be assembled in time, the directors who are available may make the decision.

Shareholder consensus
If the shareholders meet and reach a unanimous agreement, that agreement can bind the corporation. See In re Kartub, 152 N.Y.S.2d 34 (Sup. Ct. 1956).

Majority approval
If a majority of directors owning a majority of the corporation's stock reach an agreement, that agreement can bind the corporation. See Phillips Petroleum Co. v. Rock Creek Mining Co., 449 F.2d 664 (9th Cir. 1971).

Duties of directors
Directors' duties are primarily a matter of common law. The DGCL does not address directors' duties at all. MBCA § 8.31 codifies a simplified version of the common law business judgment rule.

Business judgment rule
The business judgment rule is a safe harbor for directors. A director's decision is not subject to review in court so long as it is made in good faith, on an informed basis, and in the best interest of the corporation (i.e. absent a conflict of interest). So long as the director's decision is mere "business judgment," they will not be personally liable for it.

In Shlensky v. Wrigley, 237 N.E.2d 776 (Ill. App. 1968), a shareholder of the Chicago Cubs' holding company attempted to sue Cubs president Philip Wrigley. At the time, the Cubs were the only Major League Baseball team that didn't have lighting at its home field, Wrigley Field. The court refused to force Wrigley to install lights for night games, stating that "there must be fraud or a breach of good faith which directors are bound to exercise... in order to justify the courts entering into the internal affairs of corporations."

The business judgment rule has been set aside when directors approve a criminal act in the interest of maximizing profit. See Roth v. Robertson, 118 N.Y.S. 351 (Sup. Ct. 1909) ("strict accountability" for director who paid "hush money" to individuals claiming illegal operation of business); Miller v. AT&T Co., 507 F.2d 759 (3d Cir. 1974) (directors not insulated from liability on ground that illegal campaign contribution was made in exercise of business judgment).

Duty of loyalty
Directors are required to deal fairly in any transaction that creates a conflict of interest, such as when the corporation is dealing with the director himself, or another corporation upon whose board the director sits. Directors cannot take personal windfalls from corporate transactions, and if they run a business that competes with the corporation, they must do so in good faith. They cannot use corporate assets for their personal business.

Business activities
A director cannot be a "dummy" on the board. Each director has a duty to attend meetings on a regular basis and to keep track of what is happening in the corporation, including its financial status. Directors who do not fulfill this duty breach their fiduciary duty to the shareholders, and potentially to others; see Francis v. United Jersey Bank, 432 A.2d 814 (N.J. 1981) (holding negligent director of reinsurance broker liable to clients).

Legal compliance
Some courts have held that a director need only investigate possible criminal misconduct within the corporation if a "red flag" comes up to alert them to the problem. See ''Graham v. Allis-Chambers Mfg. Co.'', 188 A.2d 125 (Del. 1963).

Others have held that the board must have a reasonable information gathering process in place to monitor the corporation's compliance with the law. See In re Caremark Intl., Inc., 698 A.2d 959 (Del. Ch. 1996).

Duty to become informed
Somewhat more problematic than the duty of oversight is the duty to become informed. Many courts have imposed a duty upon directors to actively seek information on any major transaction. One of the most controversial cases regarding the duty to become informed is Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985), described below.

The Trans Union case
Van Gorkom was chairman and CEO of the Trans Union Corporation, which made much of its revenue from leasing out railway cars. Due to tax issues, Trans Union needed to boost its revenues in order to stay competitive. In September of 1980, Van Gorkom sat down with a friend, Pritzker, who specialized in corporate takeovers. He proposed a sale of Trans Union to Pritzker at $55 a share, and Pritzker accepted this offer a couple of days later. They worked out a deal over the next couple of days in which Trans Union's shareholders would receive $55 cash for each of their shares, and Pritzker would have the option to buy one million shares of Trans Union's unissued treasury stock at $38 per share, 75 cents above market price. Pritzker demanded a response from the board by September 21, just three days away.

On September 20, Van Gorkom called a senior management meeting. Almost all of the other managers thought the idea was ridiculous. The CFO objected to the $55 per share price and to the option to buy treasury shares. Immediately after the management meeting, Van Gorkom summoned the board. He outlined the deal to them without handing over the actual agreement. He brought in a lawyer from an outside firm, who instructed the board that they might face a lawsuit if they didn't take the offer; after all, it was for a shareholder meeting to decide. The CFO told the board that $55 was "at the beginning of the range" of a fair price. The board approved the merger offer after two hours, on the condition that Trans Union would be able to accept any better offer brought within the next 90 days. Van Gorkom signed the merger agreement that night at a party. Neither he nor any members of the board had actually read it.

After the deal was made public on September 22, many officers threatened to resign. Van Gorkom quieted them down by negotiating amendments that would allow Trans Union to solicit other bids through its investment banker, Salomon Brothers. The board approved these amendments on October 8. Two other offers came in, but neither could be completed within the 90-day window. On December 19, a derivative suit was filed. The Delaware Supreme Court overturned the Court of Chancery's ruling for defendants, stating that:

 * Under the business judgment rule there is no protection for directors who have made "an unintelligent or unadvised judgment." A director's duty to inform himself in preparation for a decision derives from the fiduciary capacity in which he serves the corporation and its stockholders. Since a director is vested with the responsibility for the management of the affairs of the corporation, he must execute that duty with the recognition that he acts on behalf of others. Such obligation does not tolerate faithlessness or self-dealing. But fulfillment of the fiduciary function requires more than the mere absence of bad faith or fraud. Representation of the financial interests of others imposes on a director an affirmative duty to protect those interests and to proceed with a critical eye in assessing information of the type and under the circumstances present here. Thus, a director's duty to exercise an informed business judgment is in the nature of a duty of care, as distinguished from a duty of loyalty.

 * ...In the specific context of a proposed merger of domestic corporations, a director has a duty under (the law), along with his fellow directors, to act in an informed and deliberate manner in determining whether to approve an agreement of merger before submitting the proposal to the stockholders. Certainly in the merger context, a director may not abdicate that duty by leaving to the shareholders alone the decision to approve or disapprove the agreement. Only an agreement of merger satisfying the requirements of (the law) may be submitted to the shareholders.

The Supreme Court sent the case back to the Court of Chancery with instructions to determine the fair market value of the plaintiffs' shares in Trans Union, and award damages to the extent that the fair value exceeded $55 per share. Before this could happen, the directors agreed to settle the claim for $23.5 million, $10 million of which was paid from liability insurance taken out by the directors, and the remaining $13.5 million paid by Pritzker.

Chicago school academics were up in arms over the case. How could directors be liable for approving a deal where shareholders got a 50% premium over the market price of their stock? And what business did the court have second-guessing the directors' judgment? Ira Millstein contended that "99% of boards didn't think that anything wrong had happened. Most everybody wrote about the decision as 'the Delaware courts are going nuts.'"

On the other hand, the decision put board members on notice that they had to be careful not to rush to judgment, especially in deals where there's a lot of money involved. Millstein again: "If you went into a board room before Van Gorkom and tried to talk about legal obligations, they'd say 'We have more important things to do...' When it came down, you were able to walk into a boardroom for the first time and really be heard."

(Back to US Corporate Law)

title: US Corporate Law/Directors


text:
US Corporate Law/Shareholders

(Back to US Corporate Law)

Powers of shareholders
Shareholders have limited powers over the corporation. The only powers they generally exercise are the powers to elect directors, approve amendments to the articles of incorporation and approve "fundamental transactions." Some states grant shareholders additional powers, such as approval of "gifts" from corporate funds, and the power to enact bylaws.

Removal of directors
Shareholders have an inherent power to remove directors for cause. They must serve specific charges on the director and provide adequate notice and a full opportunity to meet the accusation. See Auer v. Dressel, 118 N.E.2d 590 (N.Y. 1954); Campbell v. Loew's, Inc., 134 A.2d 852 (Del. Ch. 1957).

DGCL § 141(k) allows a majority vote of shareholders to remove directors with or without cause, unless the corporation has opted for a staggered board or cumulative voting.

Amendment of the articles of incorporation and bylaws
Under DGCL § 242 and MBCA § 10.03, shareholders must approve any substantive amendments to the articles of incorporation, but such amendments must be proposed by the board first. The board may make minor amendments and corrections to the articles without shareholder approval.

In Oklahoma, which has a statute similar to the DGCL, shareholders have the power to amend the bylaws. ''Intl. Brotherhood of Teamsters Gen. Fund v. Fleming Cos.'', 975 P.2d 907 (Okla. 1999). Delaware has not made a conclusive ruling on this issue, but ruled that a bylaw depriving the board of its inherent power is legally invalid in Quickturn Design Systems, Inc. v. Shapiro, 721 A.2d 1281 (Del. 1998), leading many to believe that shareholder-originated bylaws may not pass under Delaware law.

Approval of fundamental transactions
Shareholders have the statutory power to approve fundamental transactions—those which fundamentally change the nature of the corporation. The three basic types of fundamental transaction are dissolution, merger and sale of substantially all assets.

Sale of substantially all assets
Under DGCL § 271(a), shareholders must approve any sale of "all or substantially all" of the corporation's assets. "Substantially all" was defined by the Court of Chancery in Gimbel v. Signal Cos., Inc., 316 A.2d 599 (1974):

 * If the sale is of assets quantitatively vital to the operation of the corporation and is out of the ordinary and substantially affects the existence and purpose of the corporation, then it is beyond the power of the Board of Directors.

Shareholder meetings
The shareholders of a corporation generally exercise their limited powers of control at a shareholder meeting. There are two kinds of shareholder meetings: the annual meeting usually happens once a year, and a special meeting may be called for particular purposes from time to time.

The board of directors has great control over shareholder meetings. The actual date for the annual meeting is fixed in the bylaws of the corporation: since the bylaws are written by the board, the board picks when and where the meeting takes place.

There are some legal restrictions on the board in this respect. Under MBCA § 7.03(a), if the board does not call an annual meeting within 15 months of the last one, any shareholder can force the company to call a meeting. The board also has to send written notice of each shareholder meeting to every shareholder, usually between 10 and 60 days before the meeting.

Special meetings can be called by the board, or by any other party named in the articles of incorporation or bylaws. Many statutes also allow shareholders to call special meetings, but they have to have a certain percentage of the stock in order to do so: 10 percent under MBCA § 7.02(a). DGCL § 211(d) does not allow shareholders to call a meeting unless authorized by the articles. (Delaware makes up for this by making it comparatively easy for shareholders to vote in writing without a meeting: see below.)

There has to be a quorum at the meeting for its actions to be effective. The quorum is usually a majority unless the articles of incorporation state otherwise. Some corporations might have a quorum of one-third or two-thirds.

The actual voting can be very complicated. In corporations with more than one class of stock, each class votes separately, and the approval of every class might be required to pass a measure. Many states practice a further convolution: cumulative voting, where a holder of more than one share can "spread their votes" across multiple choices.

The only thing that has to be discussed at an annual meeting is the election of directors.

Proxies and proxy statements
In larger corporations, shareholders usually don't attend the meetings: instead, they get a form in the mail which authorizes a proxy to vote on their behalf.

Shareholder action outside meetings
Most states allow shareholders to act by "written consent" without calling a meeting. Under MBCA § 7.04(a), every shareholder entitled to vote must give their consent. DGCL § 228 is more liberal: a simple majority of shareholders entitled to vote can give their written consent.

Shareholder liability: piercing the corporate veil
Piercing the corporate veil is a metaphor for ignoring the limited liability of a corporation. When a corporate veil is pierced, the corporation's creditors can go after the assets of its shareholders.

There are no hard and fast rules for determining when the corporate veil should be pierced. The determination is left largely to the determination of judges, who look at the totality of the circumstances to make their ruling, and choose to pierce the veil if it's necessary to prevent fraud or achieve equity.

Piercing other entities
Limited liability companies are similar enough to corporations that many courts have been willing to pierce their veils as well. Piercing a limited liability partnership has been more problematic. Partners in LLPs are generally liable for any torts they commit. The tougher issue involves huge LLPs, like accounting firms, and whether the assets of partners can be used to satisfy the demands of the many people claiming against the firm. The ongoing litigation against Arthur Andersen and other big LLPs may shed more light on this issue in the near future.

(Back to US Corporate Law)

title: US Corporate Law/Shareholders


text:
US Corporate Law/Management

Officer positions
Neither the MBCA nor the DGCL mandates any specific officer positions. Traditionally, there were four officers in every corporation: the president, vice president, secretary, and treasurer. Under most traditional statutes, one person could hold more than one of these positions, with the caveat that the president and secretary must be different people. A few jurisdictions allowed all four positions to be held by one person.

 * The president is the person given general supervision and control over the corporation's daily affairs. They are responsible for signing contracts and other documents on behalf of the corporation. The president is often, but not always, chairman of the board as well.
 * The vice president takes over for the president if the president is unavailable. There can be more than one vice president: they take priority in an order the corporation designates, or lacking such an order, in the order in which they were appointed.
 * The secretary is responsible for corporate documents, such as minutes from the board meetings and annual shareholder meetings, and contact records for each shareholder. They also co-sign certain documents, such as stock certificates, with the president.
 * The treasurer is in charge of the corporation's finances.

Most small corporations still use the traditional job descriptions. Most big corporations, on the other hand, use "C level" designations: the president becomes a CEO, or chief executive officer; the treasurer becomes a CFO, or chief financial officer, and so on. Many companies have scores of vice presidents, sometimes in several tiers: senior vice president, executive vice president, and so on.

Executive compensation
(Back to US Corporate Law)

title: US Corporate Law/Management


text:
Wikijunior:Solar System/What will happen to the Solar System in the future

The Fate of Our Solar System
Just as the Solar System relies on the Sun as its source of energy, so too is its fate linked to that of the Sun.

The Sun is right now a middle-aged star. It has existed for about 5 billion years, and will go on shining, pretty much unchanged, for about another 5 billion more. At that time, it will go through major changes that will bring an end to the Solar System as we know it. To understand these changes, we must first understand where the Sun's energy comes from.

The Power of Fusion
Like all stars, the Sun is made mostly of hydrogen. This is the simplest of all atoms. Because the Sun is so large and its gravity is so strong, the hydrogen atoms near the center of the Sun - at its core - are under extreme pressure, and are squeezed very close together. Sometimes, four of these atoms are squeezed so tightly together that they collide with enough force to stick together permanently, forming a new, larger, and more complex atom: helium. This process is called nuclear fusion, and when it happens, a small amount of energy is released in the form of heat and light. Due to the massive size of the sun, those small amounts of energy add up to an enormous amount and nuclear fusion is what powers the Sun. (The energy output at the sun's core per cubic meter is about the same as common reptiles, so it IS size that matters here!)

Out of Gas
Eventually, the Sun will burn all of the hydrogen in its core, and the fusion will stop. Once this happens, the core will shrink under its own gravity, until it becomes so dense that the helium atoms will begin to collide to form carbon (from three helium atoms) and oxygen (from four helium atoms). These collisions produce much more energy than the hydrogen fusion that powers the Sun today.

The extra energy will cause big changes in the Sun. The core will become much hotter, causing the Sun to swell to over one hundred times its present size, swallowing up the planets Mercury and Venus. Even though the core will be hotter, the surface will be cooler than it is today, changing in color from yellow to red. A star at this stage is called a red giant.

What about here on Earth? When the Sun expands, the Earth will not be spared. Like Mercury and Venus, Earth will probably be absorbed by the expanding Sun. But even if it is not, it will be no place to live. The oceans will boil, and the atmosphere will be blown away. What is left will be a charred, barren cinder, unable to sustain life.

An Unstable Ending
Meanwhile, the helium-burning reaction in the Sun will produce solar wind much stronger than it is today. As it leaves the Sun's surface, it will carry with it some of the hydrogen in its outermost layers, forming a planetary nebula.

As more matter is carried away from the Sun, the solar wind will continue to strengthen. Eventually, it will blow away so much of the Sun's matter that there will no longer be enough pressure at the core to keep the helium fusion going. At that point, what's left of the Sun will contract under its own gravity, becoming a much smaller, very dense star called a white dwarf. The white dwarf will radiate off heat that is left over from the earlier nuclear fusion, but it will no longer generate any new energy.

A New Beginning
But will this really be the end? As bleak as this future might sound, there is a silver lining. All of that matter blown away from the Solar System during will eventually be compressed again by gravity, along with the remains of other long-gone stars, into a cloud of gas and dust much like the one that gave birth to our Solar System. In this cloud, many new stars will form with planets of their own, and just possibly, some of these planets may one day produce living beings who will look at the sky and wonder: where did we come from?


text:
Muggles' Guide to Harry Potter/Characters/Fleur Delacour

Overview
Fleur Isabelle Delacour was once a student at the French magical school, Beauxbatons Academy. She was chosen to be her school's Champion in the Triwizard Tournament that was held at Hogwarts in book 4. A stunningly beautiful witch, she has wavy silver-blonde hair that seems to float behind her as she walks. Many males seem unnaturally attracted to her.

Fleur's rosewood wand is among the few seen in the series that was crafted by someone other than Mr. Ollivander. Its core contains a Veela hair.

Goblet of Fire
Fleur Delacour enters our story as the students from Beauxbatons arrive to take part in the Triwizard Tournament. She visits the Gryffindor table that first evening to ask for bouillabaisse, and Ron is stunned by her beauty. When Hermione seems somewhat nettled by this, Ron suggests that there might be some Veela in her ancestry.

The next evening, the Goblet of Fire selected her to participate in the Triwizard Tournament at Hogwarts, competing against Durmstrang's Viktor Krum and Hogwarts' Harry Potter and Cedric Diggory. She is openly contemptuous of Harry being selected, saying that "'E cannot compete. 'E is too young!" She is, however, overruled by Mr. Crouch's interpretation of the rule book.

At the Weighing of the Wands, it is revealed by Mr. Ollivander that Fleur's wand has, as its core, the hair of a Veela. Fleur says that it is her grandmother's, confirming Ron's earlier belief that she has Veela ancestors.

Although the First Task was intended to be a surprise, Fleur Delacour was forewarned of its nature by Olympe Maxime, headmistress of Beauxbatons, who discovered what was coming when Rubeus Hagrid allowed her to see the dragons. Fleur's first task was to seize a golden egg from the nest of a mother Welsh Green dragon. She attempted to put it in a trance, but her plan backfired when the dragon snored, lighting her skirt on fire and forcing her to put out the flame with a jet of water from her wand. She did however, manage to collect the egg.

As the Yule Ball approaches, Ron, desperate, asks Fleur to the ball; she does not even deign to notice him. Utterly crushed, he retreats to the Gryffindor common room. Harry reveals Fleur's Veela ancestry to him at this point, but he is so defeated that he does not seem to notice. At the Ball, Ron spends some time hiding from Fleur; he is so embarrassed that he does not even want to be seen by her. Fleur, however, is keeping Roger Davies entranced, and again does not seem to notice him.

In the Second Task, Fleur had to rescue her sister from the merpeople at the bottom of the lake at Hogwarts. She used an excellent Bubble-Head Charm, giving her a supply of air, but she was attacked by grindylows and was forced to forfeit. She earned twenty-five points. Like Harry, she had thought that the song of the merpeople was to be meant literally and was afraid that her sister, Gabrielle, would die or be kept underwater forever. So when Harry brought Gabrielle to the surface, Fleur was overjoyed, and ended up kissing him on both cheeks, twice, which left Harry feeling rather as if there was steam coming out his ears. Ron got kissed also, for helping, and seemed extremely pleased about it.

Being in last place, Fleur was the last to enter the obstacle course/maze of the Third Challenge, which was full of enchantments to break and magical creatures to fight. She lost her chance to reach the Triwizard Cup when Barty Crouch Jr. used the Imperius curse to force Victor Krum to Stun her.

As the Beauxbatons carriage is prepared for departure, Fleur comes up to Harry and Ron on the steps at Hogwarts to say goodbye. Ron becomes somewhat tongue-tied when she approaches, which seems to vex Hermione.

Order of the Phoenix
Fleur is largely off-stage here, although it is mentioned that she has stayed in England to "eemprove 'er Eenglish", tutored by Bill Weasley.

Half-Blood Prince
In the Half-Blood Prince it is revealed that Fleur will marry Ron's brother, Bill. The other characters dislike this, mostly Hermione, Molly and Ginny Weasley, who refers to her as 'Phlegm'. Ron, though, is delighted at this news; he seems to still secretly have a bit of a crush on her. According to Ginny, Mrs. Weasley hopes that Bill will instead become interested in Nymphadora Tonks, but everyone agrees, that particularly with Tonks seeming depression since the events at the end of the previous school year, there is little chance she will succeed. Fleur, for her part, staying at the Burrow getting to know the rest of the Weasley family, greets Harry enthusiastically, delivering him his breakfast tray, and kissing him goodbye when he leaves for Hogwarts.

When Bill is attacked by Fenrir Greyback and is disfigured, Mrs. Weasley laments that he won't be getting married now. Fleur passionately declares that she loves Bill and will marry him despite his disfigurement and that the scars will just show that her husband is brave. This statement seems to change Mrs. Weasley's feelings for Fleur and she even offers to persuade her great aunt to lend Fleur a goblin-made tiara for the wedding.

Deathly Hallows
The plan to extract Harry from the Dursleys' involves multiple simulacra of Harry, each one traveling to a separate safe house, each with a protector. One of the mock Harrys is Fleur, who will be traveling on a Thestral with Bill as her protector. They are the last pair to arrive at The Burrow, as they were apparently detained by Auntie Muriel, and missed the Portkey that would have brought them to the Weasleys'.

At The Burrow, Harry finds himself in the midst of the chaos that is Mrs. Weasley's preparations for Bill and Fleur's wedding, set for the first of August. While both Bill and Fleur are present, and are occasionally being set tasks to assist in the preparations, we see very little of them until two days before the wedding, when Fleur's parents and sister Gabrielle arrive. It is mentioned then that Gabrielle is following Fleur around.

As Fleur walks up the aisle at the wedding, she is radiantly beautiful; and the radiance seems to make her attendants, Gabrielle and Ginny, especially beautiful as well. And they are wed, and they dance, and everyone dances... and then the Trio must make a hasty exit.

When Ron rejoins the Trio after Christmas, it turns out that he had been staying with Bill and Fleur at Shell Cottage. He does not say much about what had been going on there.

When the Trio escape from Malfoy Manor, they end up going to Shell Cottage. Fleur is present at the burial ceremony for Dobby. Then, Fleur takes care of the wounded, specifically Griphook and Mr. Ollivander. She is not terribly happy about caring for Griphook, as she feels that he is treating her as a servant in her own home.

Fleur is part of the celebration that ensues when Lupin arrives to report that Tonks has had her baby.

A month or so later, Bill and Fleur are among the people who arrive at Hogwarts for the battle at the school. They are still in the Room of Requirement when Percy arrives; the ensuing awkward moment, as Percy has been estranged from the rest of his family for years, is somewhat defused by Fleur, who asks Lupin how their child is doing. Lupin, in response, produces a photo, which he drops when Percy loudly proclaims his stupidity and begs forgiveness.

While we don't see much of them in the battle, we do see the entire Weasley family after the battle; and in the epilogue we hear mention of Victoire, who we assume to be Bill and Fleur's daughter.

Strengths
By being selected as Beauxbatons' Tri-wizard Champion alone, we can assume that Fleur Delacour was a reasonably talented student. Not only does she have this advantage over others at Beauxbatons, but, being part-Veela, she has a charm that brings many men to their knees. As Fleur's younger sister is chosen as the person Fleur will miss the most it could be said she is family oriented; particularly as she is greatly relieved when Harry rescues her sister.

Weaknesses
Fleur appears standoffish during Goblet of Fire, she makes underhand comments about the food at Hogwarts. Fleur comes across as a cold character.

Relationships with Other Characters
Ron Weasley accidentally asks Fleur to attend the Yule Ball with him; she ignores him. Harry suggests that this because she has turned on the charm to try to ensnare Roger Davies, and Ron had been caught in the flux of her spell. Fleur attends the Yule Ball with Roger Davies of Ravenclaw. Fleur is attracted to Bill Weasley and in Half Blood Prince it is announced they are to marry. Fleur has a younger sister Gabrielle who the Merpeople choose as the thing she will miss the most during the 2nd Triwizard Test. Hermione, Ginny, and (initially) Mrs. Weasley all dislike Fleur.

Much like most of the students, Fleur looked down on Harry, when he was selected as a Triwizard Champion, seeing him nothing more than a "little boy" and a person who was in it for the glory. However, after Harry was able to save her sister from the lake, Fleur started to act more nicer and friendlier to him. Because of this heroic action, she was more than willing to help volunteer to be a decoy for Harry and escort him to safety, as well as provide hospitality to Harry and friends.

Fleur, because of her Veela background, will tend to have some of the glamour of the Veela, and so will be extremely attractive to almost all males. Presumably, she will have learned that the only way to cut down on the number of admirers is to appear cold, to not be open to approach. This will make her seem aloof and uncaring, and yet she will still leave a trail of attracted men (and boys) behind her. This is bound to incite jealousy in other women, and it is likely this that we see in Hermione, Ginny, and Mrs. Weasley.

Greater Picture
While Mrs Weasley does object - officially - to Bill and Fleur's quick marriage and quite possibly - unofficially - to Fleur herself, it is all but certain that Ginny's belief, that this was the reason for Nymphadora Tonks' frequent invitations to the Weasley home, was mistaken. It appears that the adults all know about the love between Tonks and Remus Lupin, and support it, and also know about Lupin's hesitation; with him being an old friend of the family, we can assume (and in one case are told) that he is regularly another person invited, so as not to let the relationship wax cold.

This does not mean we can totally rule out any intent whatsoever of Molly to bring both Tonks (seeing Lupin's doubts) and Bill to get other ideas, but in all probability this would then be a thought of an "And-if-that's-the-outcome-it-wouldn't-be-bad-either" nature, and one hidden rather deep in her brain, especially from Arthur Weasley who is an open supporter of a Lupin-Tonks marriage (though this is unknown to the children).


text: User talk:Merylholl5

title: User talk:Merylholl5


text:
User talk:203.166.96.240

Any more personal attacks or threats, and i will have you listed as a vandal and banned from wikibooks. The manual of crime was deleted via community concensus, and i have no authority to undelete it. -- 03:00, 12 December 2005 (UTC)

title: User talk:203.166.96.240


text: User talk:70.189.241.52

title: User talk:70.189.241.52


text:
Arimaa/Lone Elephant Attacks

A Lone Elephant Attack occurs when an elephant advances while the rest of its army stays behind. Extended lone elephant attacks were popular early in Arimaa history, and may still work if the opponent isn't good at multi-piece trap attacks.

Reasons to use the Lone Elephant Attack

 * to push and pull enemy pieces toward one's home traps for potential capture
 * to disrupt the enemy defensive position
 * to threaten capture in a poorly defended away trap, perhaps during a race

At right, the gold elephant has pulled two silver rabbits to the sixth rank. Unable to retreat homeward, these rabbits are vulnerable to eventual capture in f3, but Gold might leave them in place and first go after the silver camel, whose escape paths are limited. If the silver camel flees west, the eastern gold horse might safely advance, turning a lone elephant attack into something more. Seeing his vulnerabilities, Silver might consider swarming f3 and thus taking a space advantage in the east.

Risks of Lone Elephant Attacks

 * Advancing an elephant beyond the sixth rank, or into a corner, may expose it to a blockade.
 * An elephant in a corner cannot immediately defend against a threat on the other wing.
 * A gold elephant in the northeast corner would need at least two turns to defend the c3 trap.
 * An enemy piece dragged forward might itself create a threat.
 * Enemy rabbits dragged forward, but not captured, may later become goal threats.
 * One who keeps nearly all friendly pieces at home could become cramped if the opponent plays aggressively.

Defense and Counter-Attacks
When the enemy elephant pulls non-rabbit pieces, there are defensive and counter-attacking options:

 * Use friendly pieces, especially the elephant, to help pulled pieces retreat.
 * Respond in kind, pulling enemy pieces homeward.
 * Launch a multi-piece trap attack, which might make it hard for the opponent to continue with lone elephant play.

When the opponent pulls rabbits, the options are similar, but narrower. Since rabbits can't retreat homeward, it is urgent to counterattack somehow.

Dual Lone Elephant games
A Dual Lone Elephant game occurs when neither player actively uses any piece other than his elephant. was a Dual Lone Elephant game until 14s, when Silver advanced a horse. Although neither side took advantage of this, the d- and e-file rabbits were vulnerable here. Since a rabbit can only step sideways or forward, a rabbit pull in the center will disrupt a home-oriented game.

To prevent central rabbit pulls, Arimaa players often use a 99of9 setup and move a rabbit to the d- or e-file only when a central goal must be blocked. Any other piece pulled in the center can retreat, and a rabbit pull on a flank would be riskier and less beneficial for the opponent. One who intends to begin with a Lone Elephant Attack should leave his own rabbits off the d- and e-files initially, so as not to fall behind in a potential Dual Lone Elephant game.

If players shield their rabbits and retreat pulled pieces, a Dual Lone Elephant opening might go on and on without capture. In other cases, players might simply pull pieces on opposite wings and gradually decimate each other's armies. Either way, deviation from lone elephant play will be key to the outcome. One might advance non-elephant pieces into weakly defended territory, setting up a trap attack or goal attack.

featured sweeps beneath the traps, rabbit pulls along the perimeter, and threats to push stronger pieces into the center. Gold outdid Silver, capturing five rabbits while losing only one rabbit himself in the first 51 turns. Had Silver played differently, however, Gold would not have had time for such methodical play.

title: Arimaa/Lone Elephant Attacks


text:
Wikijunior talk:Solar System/What will happen to the Solar System in the future

I just want to introduce myself to the community. My name is Wil Nusser, and I am somewhere between "amateur astronomer" and "astronomy enthusiast." I hope that my contribution (first draft of "What Will Happen to the SS in the Future") proves useful in this project, and I look forward to contributing more to this and other projects in the future.

As I posted this page via BlackBerry, I was unable to include a few things I would've liked. Some images:

Planetary nebula Nuclear fusion

Also, I read only a few small selections before posting. Afterwards, I read more, and some of it (in particular, the pages on The Sun) suggested that a slight increase in the level of sophistication may be appropriate. For example, in the section on "An Unstable Ending," I considered discussing the concept of helium flash, but ultimately rejected this in the interest of keeping things at about a third-grade level. (Plus, this would probably necessitate a further tangient on the CNO cycle. Perhaps a box would be appropriate?) Likewise, I did not discuss the role of electrical forces as resistance to fusion. While these are important concepts, I did not deem them vital to the discussion, but I am sure others may disagree.

I'd also like to include a box on stellar evolution, covering neutron stars

In any case, my article is there, for others to edit as they see fit. Feel free to contact me via email at phoenixshade@hotmail.com.


text:
Orthopaedic Surgery/Superior Labral Lesions

THROWING INJURIES & SLAP LESIONS
DAVID V RAJAN & CLEMENT JOSEPH Sports Injury and Arthroscopy Clinic, Coimbatore.

Sports that require overhead arm action (e.g. volleyball, swimming, tennis) and throwing (eg. baseball, cricket, javelin) place significant demands on the shoulder. Approach to the athletic shoulder is quite different from that of normal shoulders. More than 50% of the force of throwing is generated from lower limbs and trunk rotations. The shoulder is the main link in this kinetic chain.1,2 This article discusses the pathomechanisms involved in the problematic overhead shoulder and the prevention and management of superior labral lesions, which put an end to the athletic career.

KINEMATICS

The throwing action is divided into many phases. In the wind-up phase, the player gets ready with build-up of potential energy. During the cocking phase the player takes the arm high and back (abduction and external rotation). At this stage, the anterior capsule is stressed and rotator cuff, especially subscapularis is very active. The acceleration phase is from the cock-up position to the ball release. Though significant forces are generated in this phase, the shoulder is minimally stressed. The most violent phase is the deceleration phase, which is the arm follow-through, after the ball release. The arm is slowed down by the eccentric contraction (contraction while lengthening) of cuff muscles. During this phase the posterior capsule is stressed to maximum and is responsible for the reactive hypertrophy of the capsule resulting in contracture and loss of internal rotation. 3

PATHOMECHANISM

Two schools of thought exist regarding the basic pathomechanism of the disabled shoulder. The first one regards the stretched out anterior capsule as the primary pathology.4 The second one regards the acquired posterior capsular contracture resulting in a glenohumeral internal rotation deficit (GIRD) as the primary pathology. The latter is gaining widespread acceptance currently.3,5

Posterior Capsule tightness Significant internal rotation loss occurs in dominant shoulders when the players are not doing proper stretching exercises. With the rotations of humeral head, the capsule and glenohumeral ligaments also move accordingly. During external rotation, the tight band of posteroinferior capsule comes to lie inferior to the humeral head and pushes the glenohumeral rotation point posteriorly and superiorly(fig2). This altered resting position clears the greater tuberosity off the posterosuperior glenoid and allows excessive external rotation. Because of the excessive external rotation, the long head of biceps starts to pull on the superior labrum from a posterior direction. This altered force vector of the biceps results in avulsion of superior labrum resulting in SLAP lesions.3,5,6

ROTATOR CUFF PATHOLOGY

As we have already seen, the stress during eccentric contraction of rotator cuff can lead to fiber failure.3 In addition, the excessive external rotation of humeral head causes twisting of the cuff fibers causing an additional torsional overload.3 In extreme external rotation the articular side of posterosuperior cuff can impinge against the posterosuperior glenoid resulting in fraying and partial tears (Internal impingement).7,8 All these mechanisms are involved in rotator cuff pathology and in athletic shoulders most of the rotator cuff problems lie on the articular side of the cuff, hence subacromian injections and acromioplasty rarely help.

BICEPS TENDON Lesions of the long head of biceps could be minor fraying, partial or complete tears and subluxations. Subluxation is demonstrated by abducting and external rotating the arm while simultaneously palpating the tendon.

SCAPULA

The scapula and associated muscles provide the platform for the shoulder function. A drooped and protracted shoulder (tennis shoulder) is commonly seen in overhead athletes, which is due to fatigue of scapular muscles and heaviness of the hypertrophied playing arm. The malpositioned scapula can lead to impingement pain (altered acromion position, reducing the subacromial space) coracoid pain (traction tendinitis of pectoralis minor).5 The scapula rhythm is observed as the athlete elevates both the arms. Winging or prominence of medial border also indicate scapular muscle imbalance The management consists of rehabilitation by strengthening, flexibility and plyometric exercises.1,2

NEUROLOGICAL PROBLEMS

Mononeuropathies involving suprascapular nerve and nerve to latissimus dorsi are commonly seen. The suprascapular nerve can sustain injuries due to traction due to overhead activity or compression by a paralabral cyst arising from a labral tear. If the suprascapular nerve is compressed at suprascapular notch, both supraspinatus and infraspinatus will be affected and if compressed at spinoglenoid notch only infraspinatus is affected. Clinical diagnosis is by observation of wasting and weakness on isolated muscle strength testing.9

INSTABILITY Recurrent dislocations in the dominant shoulder preclude overhead athletic activity. Many an athlete have shoulders which are lax, but stable. Laxity (sign) should not be confused with instability (symptom). SLAP lesions can themselves create a pseudolaxity, which disappears after SLAP repair. Rarely a SLAP lesion occurs continous with a Bankart lesion. Gross anterior capsular laxity producing excessive external rotation (>130 degrees) may need capsular plication.5 Any demonstrable anterior instability in a throwing athlete occurs as a tertiary phenomenon due to a tight posterior capsule and SLAP lesion.3

Table. EVALUATION OF ATHLETE SHOULDER - Outline History	Involvement of shoulder in the particular sport, Training details, Overtraining? faulty techniques ? Expectations & Goals? Pain – aggravating & relieving factors, Instability – degree ? direction? frequency? GENERAL	Posture, pelvic stability, spine- ROM, scoliosis & kyphosis, Hyperlaxity & Cervical spine examination – IVDP? Scapula	Drooping, winging ,dysrhythmia, wasting Inspection	Wasting, AC joint, Palpation	Tenderness- biceps groove, GT, AC joint, Posterosuperior aspect & coracoid Range of movements	Active & Passive, Compare, Painful range?Rotations- supine, arm at side (ER-S) and arm abducted to 900 (ER-A & IR-A) Strength testing	Isolated strength testing of supraspinatus, infraspinatus, subscapularis & deltoid Biceps	Fergusson’s & Speed tests, subluxation in AB-ER position Rotator cuff	Partial or Complete? Neer’s impingement sign, Hawkins-Neer’s test, Drop arm test Instability	Anterior – Load & Shift test, Jobe’s relocation testPosterior – Jerk test, Push pull test, MDI – Sulcus SLAP lesions	Clicks? O’Brien’s test, Jobe’s test, Kim’s biceps load test Others	Local injections – Subacromial space, biceps groove and AC jointAdson’s test, pulses - Thoracic Outlet syndromeNCS, EMG – neuropathies, MRI – Rotator cuff, labral tears and paralabral cysts
 * Painful tests can be performed at the end of examination*Painful provocative tests are highly positive if examined immediately after a game or exercise. Hence the athlete should be examined after a period of rest.

SLAP LESIONS The labrum serves as an attachment point for capsule, glenohumeral ligaments and long head of biceps. It acts as a bumper and deepens the glenoid. The long head of biceps inserts into the supraglenoid tubercle as well as superior labrum. This biceps – superior labral complex is disturbed in sports as well as other injuries. These lesions were first described by Andrews10 and later classified by Snyder, who gave the acronym SLAP (Superior Labrum Anterior Posterior)11. The superior labrum- biceps complex exhibits normal anatomic variations that should be distinguished from tears. (Fig 3)

Classification Superior labral lesions are classified into four major subtypes (Fig 4) and few other less common patterns also have been recognized.

Type I - fraying of the superior labrum Type II - avulsion of the superior labrum off the glenoid. Type III - buckethandle tear of the superior labrum Type IV The buckethandle tear of the superior labrum extends into the biceps anchor. Other types include a combination of SLAP with Bankart lesion (Type V) and extension of superior labral tear into the anterosuperior capsule (Type VI). Fig. 4 Mechanisms of Injury The many varieties of lesions suggest that more than one mechanism is involved in producing these lesions. 1.	Fall on outstretched hand. A fall with abducted and forward flexed arm can cause the humeral head to compress against the superior labrum 2.	Traction injury: Sudden inferior pulling of the arm as seen in water-skiing injuries can produce SLAP lesions14. 3.	Torsional Peel Back: In the cocking position (Abduction and Hyper-external rotation), the altered direction of pull of biceps tendon on the superior labrum can peel the superior labrum off the glenoid. This mechanism is also supported by recent biomechanical studies. This mechanism is responsible for the type II lesions seen in athletes.3,6,12 4.	Degeneration: It is common to find degenerative changes of superior labrum as well as long head of biceps in the elderly athletes.

Diagnosis: The diagnosis of SLAP lesions is clinical. SLAP lesions can be missed in routine MRI and a normal MRI does not exclude a SLAP lesion. The sensitivity of an MRI can be improved by an MR arthrogram with intraarticular gadolinium. On the other hand no SLAP test is specific and considerable overlap exists between other conditions like cuff, biceps and AC joint pathology.

O’Brien test (active compression test): In this test the subject’s arm is forward flexed to 90o and adducted to 20o and internal rotated to maximum. The examiner places his hand over the forearm and applies a downward force and the patient is asked to resist it. The test is repeated with the forearm supinated. In a positive test, pain produced with pronated forearm is reduced in supination. Pain, which is unaltered with supination, indicates other pathology like AC joint arthritis.13

Jobe’s test: Initially described for instability, the pain produced in the abducted external rotated position is relieved by a posteriorly directed force (relocation maneuver) applied to the proximal humerus. This test is positive in posterior SLAP lesions16 Compression-rotation test: In this test, the shoulder is abducted to 900 and an axial compression force is applied by pushing the elbow and then the arm is rotated internally and externally. SLAP lesions produce pain, or crepitus with this maneuver.14 Anterior Slide Test (Kibler): With the subject’s hand on his hip, the examiner stabilizes scapula with one hand and applies a superiorly directed force to the elbow and the patient is asked to resist the force. Pain or click indicates a positive test.14 Kim’s Biceps Load Test: With the subject supine, the arm is abducted to 120 degrees and elbow flexed to 90 and forearm pronated, the subject is asked to flex the elbow against the resistance. Pain indicates positive test. 15

PREVENTION Having seen that the posterior capsular contracture being the root cause of SLAP lesions, most of them are preventable. There exists a stage of “SHOULDER-AT-RISK” in which the GIRD exists without any pathology. Posterior capsular stretching exercises (fig 6) at this stage will stop the progression to SLAP lesions. 3

MANAGEMENT The basic principle of treatment depends on whether the biceps anchor is intact or not. If the biceps anchor is detached it has to be reattached. Preoperative stretching exercises for posterior capsule are advised. Rotations are examined under anaesthesia; gross loss of internal rotation (IR < 250) may need selective posteroinferior capsulotomy at the end.5,16 Superior labral fraying in Type I lesions requires debridement alone. Avulsions of superior labrum (Type II) require reattachment of the superior labrum to the glenoid. This is accomplished by the placement of suture anchors into the glenoid and the repairing the labrum on to it. The glenoid and labral tissue are freshened before the repair. (Fig 5)

In type III lesions, the inner rim of the labrum is detached from the rest and the biceps’ attachment to the labrum is intact. All that is needed is excision of the buckethandle segment. But in Type IV lesions, the buckethandle tear extends into the biceps root. The management depends on the involvement of biceps root. If the tear involves less than 50% of the biceps root, it can be excised and if it is more than 50% the torn segment is repaired to the remaining tissue. .

REHABILITATION After SLAP repair, pendular exercises are started from 3rd day onwards. Sling is used for 3 weeks. Posterior capsular stretching is continued indefinitely. Flexion, extension, passive external rotation with arm at side and posterior capsule stretching (sleeper stretches) are started immediately. onwards. (Fig 6) External rotation in abduction is started from 4 – 6 weeks. Rotator cuff strengthening and biceps strengthening are started from 6th & 8th weeks respectively. Rehabilitation of scapula muscles is also given importance. Gradual return to full overhead activity by 7 – 8 months is advised. 5,16 (Graphics and Line diagrams, except fig 1 by Dr. Clement Joseph)

REFERENCES : 1.	Burkhart SS, Morgan CD, Kibler WB. Current concepts. The disabled throwing shoulder. Part III Arthroscopy 2003;19:641-661 2.	Kibler WB. The role of scapula in athletic shoulder function Am J Sports Med 1998: 26:325-337 3.	Burkhart SS, Morgan CD, Kibler WB. Current concepts. The disabled throwing shoulder.Part I Arthroscopy 2003;4:404-420 4.	Jobe FW, Tibone JE, Pink MM. The shoulder in sports, in The Shoulder, Ed. Rockwood CA, 3rd Ed, Saunders, 2004 5.	Morgan C.D. Thrower’s Shoulder: two perspectives, in Operative Arthroscopy, Ed McGinty JB et al Lippincott Williams & Wilkins 2003 6.	Kuhn JE, Lindholm SR, Huston LJ, Soslowsky LJ, Blasier RB Failure of the biceps superior labral complex: A cadaveric biomechanical investigation comparing the late cocking and early deceleration positions of throwing Arthroscopy  2003 Vol. 19, 373-379) 7.	Jobe CM. Posterior superior glenoid impingement: expanded spectrum. Arthroscopy1 995;11:530-537 8.	Walch G, Boileau J, Noel E, et al. Impingement of the deep surface of the supraspinatus tendon on the posterior superior glenoid rim: An arthroscopic study. J Shoulder Elbow Surg 1992, 1:238-245. 9.	Rubin BD, Evaluation of the overhead athlete: Examination and Ancillary testing.Instructional course 104, Arthroscopy, 2003;19:42-46 10.	Andrews JR, Carson WG, et al: Glenoid labrum tears related to the long head of the biceps. Am J Sports Med 13:337-341, 1985 11.	Snyder SJ, Karzel RP et al : SLAP lesions of the shoulder. Arthroscopy 1990,6:274-279 12.	Burkhart SS, Morgan CD, Technical note : The “Peel-back mechanism: its role in producing and extending posterior type SLAP lesions and its effect on SLAP repair rehabilitation Arthroscopy 1998;14:637-640 13.	O’Brien SJ, Pagnani MJ. The active compression test: A new and effective test for diagnosing labral tears for diagnosing labral tears and acromioclavicular joint abnormality. Am J Sports Med 1998;26:610-613 14.	Maffet MW, Lowe WR, Superior labral injuries, Orthopedic Sports Medicine, vol. 1 Ed DeLee JC et al, WB Saunders, 2003, 1046-1064 15.	Kim SH et al Biceps Load Test II : A Clinical Test for SLAP lesions of the shoulder. Arthroscopy 2001;17:160-164 16.	Burkhart SS, Morgan CD, Kibler WB. Current concepts. The disabled throwing shoulder. Part II Arthroscopy 2003;19:531-539


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title: User talk:217.155.27.28


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A-level Mathematics/OCR/M1

This is the Mechanics 1 module of the A-level Mathematics book. This module assumes that you are familiar with the ../C1/ and ../C2/ modules. Please post all questions to A-level Mathematics/Discussion.

Contents

 * 1) /Force as a Vector/
 * 2) /Equilibrium of a Particle/
 * 3) /Kinematics of Motion in a Straight Line/
 * 4) /Newton's Laws of Motion/
 * 5) /Linear Momentum/
 * 6) Appendix of Formulae

Definitions

 * Smooth
 * a surface without friction

 * Rough: a surface with friction

 * Inextensible: Does not stretch however large the load is

 * Elastic: Stretches when a force is put on it

 * String: string

 * Light: no mass or negligible mass

 * Particle: object with no volume, only mass.

 * Bead: Particle with a hole drilled through it

 * Rigid Body: a solid body impervious to deformation

 * Wire: rigid thread like body

 * Uniform rod: same width along the rod

 * Non-Uniform rod: different widths along length

 * Peg: pin/ support that can hang things

 * Lamina: flat object

 * g
 * The force due to gravity and equal to 9.8 N/Kg, or the acceleration due to gravity (9.8ms-2).

title: A-level Mathematics/OCR/M1


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Talk:A-level Mathematics/OCR/M1

Moved
Old page moved Here to conform with C1/C2 modules. Aleksev 11:51, 12 December 2005 (UTC)

title: Talk:A-level Mathematics/OCR/M1


text: Japanese/Vocabulary/Academic subjects

title: Japanese/Vocabulary/Academic subjects


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User:Ch4nd4n

Here we begin
I have this facination, I'll be a great writer someday. Add to it the fascination that I would be teacher someday. Lust for both has to do nothing with my profession as I am developing upon my skills to slayer the software issues(may be non software too) with my Java blade. I can't think of what exactly would go here. Someday I hope I update this page again.

title: User:Ch4nd4n


text:
Communication Systems/Communications History

This page will attempt to show some of the basic history of electrical communication systems.

Chronology
1831 Samuel Morse invents the first repeater and the telegraph is born

1837 Charles Wheatstone patents "electric telegraph"

1849 England to France telegraph cable goes into service—and fails after 8 days.

1850 Morse patents "clicking" telegraph.

1851 England-France commercial telegraph service begins. This one uses gutta-percha, and survives.

1858 August 18 - First transatlantic telegraph messages sent by the Atlantic Telegraph Co. The cable deteriorated quickly, and failed after 3 weeks.

1861 The first transcontinental telegraph line is completed

1865 The first trans-Atlantic cable goes in service

1868 First commercially successful transatlantic telegraph cable completed between UK and Canada, with land extension to USA. The message rate is 2 words per minute.

1870 The trans-Atlantic message rate is increased to 20 words per minute.

1874 Baudot invents a practical Time Division Multiplexing scheme for telegraph. Uses 5-bit codes & 6 time slots—90 bps max. rate. Both Western Union and Murray would use this as the basis of multiplex telegraph systems.

1875 Typewriter invented.

1876 Alexander Graham Bell and Elisa Grey independently invent the telephone (although it may have been invented by Antonio Meucci as early as 1857)

1877 Bell attempts to use telephone over the Atlantic telegraph cable. The attempt fails.

1880 Oliver Heaviside's analysis shows that a uniform addition of inductance into a cable would produce distortionless transmission.

1883 Test calls placed over five miles of under-water cable.

1884 - San Francisco-Oakland gutta-percha cable begins telephone service.

1885 Alexander Graham Bell incorporated AT&T

1885 James Clerk Maxwell predicts the existence of radio waves

1887 Heinrich Hertz verifies the existence of radio waves

1889 Almon Brown Strowger invents the first automated telephone switch

1895 Gugliemo Marconi invents the first radio transmitter/receiver

1901 Gugliemo Marconi transmits the first radio signal across the Atlantic 1901 Donald Murray links typewriter to high-speed multiplex system, later used by Western Union

1905 The first audio broadcast is made

1910 Cheasapeake Bay cable is first to use loading coils underwater

1911 The first broadcast license is issued in the US

1912 Hundreds on the Titanic were saved due to wireless

1915 USA transcontinental telephone service begins (NY-San Francisco).

1924 The first video signal is broadcast

1927 First commercial transatlantic radiotelephone service begins

1929 The CRT display tube is invented

1935 Edwin Armstrong invents FM

1939 The Blitzkrieg and WW II are made possible by wireless

1946 The first mobile radio system goes into service in St. Louis

1948 The transistor is invented

1950 Repeatered submarine cable used on Key West-Havana route.

1956 The first trans-Atlantic telephone cable, TAT-1, goes into operation. It uses 1608 vacuum tubes.

1957 The first artificial satellite, Sputnik goes into orbit

1968 The Carterphone decision allows private devices to be attached to the telephone

1984 The MFJ (Modification of Final Judgement) takes effect and the Bell system is broken up

1986 The first transAtlantic fiber optic cable goes into service


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Talk:Communication Systems/Communications History

The majority of this page (in it's current state) was merged in from the book Communication. The book consisted of a single page that hadnt been edited in any capacity since april. I felt the information would be better served as a background chapter for the Communication Systems book. -- 13:29, 12 December 2005 (UTC)