Travel Speakers group test
There are dozens – maybe even hundreds – of speaker systems available for the iPod and iPhone these days. Many of these are ‘portable’, in the sense that they’re small enough for you to pick them up and carry them from one room to another at home.
Solution to No Audio Output Device is installed
Waverly teen gets big blue surprise at Big Red Kickoff Dinner
Daniel Smithers was the honored guest Thursday at NU coach Bo Pelini’s Big Red Kickoff Dinner, a fundraiser for the Make-A-Wish Foundation of Nebraska. But the 17-year-old with Hodgkin’s Lymphoma had no idea the surprise in store for him.
jbl home subwoofer
No matter where you want to add a rustic country look, pine furniture is the answer. It is as popular as it has ever been, and is less expensive than other wood furniture. Pine furniture is preferred by furniture makers because it is easier to work with and more pliant than most other woods. Solid pine furniture is durable and beautiful, and an excellent value. It will easily add warm, casual and even elegant appeal wherever it is used.
Pine Wood
Solid woods are classified as either hardwoods or softwoods, but the description is based on the tree’s foliage rather than the strength of the wood. Solid pine furniture is durable and beautiful, and an excellent value. It is light in weight, has straight grains and offers resistance to swelling or shrinking. Pines have been used for centuries to build furniture for both indoor and outdoor use in the United States and England. Solid hardwood furniture like pine can also be repaired if damaged because there is no veneer or artificial surface that can be scraped or rubbed through.
Finishing Pine
Pine grows quickly and is an inexpensive wood in the production of indoor or outdoor furniture. Thus, pine furniture can offer excellent value for your money. It is also among the most commonly finished or painted types of furniture, which means you’ll have many finish options to choose from if you purchase your furniture unfinished. As a matter of fact, most manufacturers suggest that all pieces of both indoor and outdoor pine furniture be finished once it is received. Paint (either latex or oil based) is a standard choice of many regardless of the furniture’s final use. Alternate choices for interior use include hand waxed or lacquer finishes, which are great looks for rustic, country rooms. For furniture that is to be used outdoors however, it is strongly recommended that penetrating, oil-based water repellents that have UV protection and mildicides be used to finish the wood’s surfaces. This finish is important to protect the furniture from the elements and should be repeated periodically to maintain the natural qualities and beauty of the wood.
As with any non-paint finish, results may vary somewhat as the absorptive characteristics of the pine wood may vary considerably from piece to piece. It is therefore recommended that you apply a wood conditioner to the pine just before staining. Many prefer these variations, however, and choosing amongst a wide variety of finishing products that show the wood’s graining: lacquer, oil, paste, stain or color wash (also known as pickling) can emphasize very different shades of wood texture and thereby add immense interest to your home’s decor.
Pine Furniture
The quality of pine furniture can vary widely. Although pine is more pliable than most hardwoods, pieces can last for decades if it is constructed well. Therefore it is important to do your homework before making your furniture purchase. Knots should be expected and can be attractive in a piece of furniture, but watch out for knots that create a hole in the furniture. Too many knots can weaken the piece. Manufacturers and sellers of quality pine furniture know this and take care to avoid using and selling such pieces. Although pine is a very sturdy wood, it can easily be dented and scratched (as can cedar and other outdoor-use woods.) Like all woods, pine will warp when exposed to constant humidity or moisture if not finished. When finished, however, it is very stable. Well-crafted pine furniture will be smooth to the touch, solid and sturdy.
About the Author
Jay Gerth writes extensively about
pine outdoor furniture
and other outdoor living topics. Specializing in
Adirondack chairs
and other furnishings, his expert opinions have helped others find satisfaction with and great uses for their outdoor living spaces.
Outdoor Photo Workshops – White Balance for Digital Photography: Part 1
Today’s state of affairs for private equity sponsors in the arenas of public relations and politics is challenging at best, and a private equity sponsor who is exposing itself to corruption or corrupt partners are inviting criticism and worse. Private equity firms should be aware of actions the U.S. Department of Justice (“DOJ”) and the U.S. Securities and Exchange Commission (“SEC”) have taken recently under the 1977 U.S. Foreign Corrupt Practices Act (“FCPA”). They should also consider their potential of becoming a target of this Act early in any dealings. Of special note is the settlement in General Electric’s recent purchase of the oil and gas services company Vetco International. Alberto Gonzales, U.S. Attorney General, made obvious that enforcement of FCPA is a top priority and will remain so.
FCPA risk assessment is challenging in M&A deals due to the extensive FCPA reach. Identification and of FCPA-related exposures and evaluation of the risk should be an requirement of any due diligence in a multinational M&A deal–there will be severe consequences of exposures that arise from receiving or selling assets that will cause a benefit from corrupt practices, and a private equity sponsor should make evaluation of this risk paramount.
Statute History
In the 1970s, many U.S. companies (which included many Fortune 500 companies), disclosed the practice of making large and substantial “questionable payments” to foreign officials. These officials included politicians, parties, and more. Amendments to the U.S. securities laws that prohibited bribing non-U.S. officials, required U.S. issuer’s records show accurate details of of the company’s asset disposition, and required accounting methods with controls built in to thwart bribery and other corrupt practices was enacted by the U.S. Congress.
FCPA Anti-Bribery Provisions
To offer payment or benefits to a non-U.S. government official in exchange for business advantages or other favors is a crime under the FCPA. The standard is “knowing,” and avoiding information that would alert a responsible person to think that there is bribery indicates liability. This applies to the activity of employees and subsidiaries, as well as brokers, agents, distributors, partners, and intermediaries like travel agents and law firms.
A person covered under FCPA who avoids the knowledge that an intermediary such as a distributor ahs paid or will pay a bribe to a non-U.S. official is subject to the same kind of prosecution as a company that avoids knowledge of employees who make those payments and promises.
A foreign official, according to the statute, is anyone who is employed by a non-U.S. government entity full time or part time. This includes employees of corporations owned by a state, civil servants, municipal governments, provincial governments, and educational entities owned by a government. The term also includes any candidates for public office, employees of some international organizations (including the EU, Un, and OAS), political parties and their officials, African development banks, Asian development banks, the International Committee of the Red Cross, and the WHO.
Any benefit conferred may be viewed as a trigger for the statute’s provisions by U.S. regulators, according the FCPA. Payments to relatives are included in these triggers, including travel benefits for an official’s family members, contributions to officials’ charities, etc.
The requirements and provisions for the statute apply to anyone who ussues a registered security, including ADRs on a stock exchange. They also apply to corporations that reside in the U.S. or have a principal office and place of business in the U.S., a U.S. citizen or resident including holders of green cards serving anyplace in the world, and any others performing acts that will touch U.S. concerns. Almost anything that is concerned with the U.S. can set off jurisdiction by the U.S.
Provisions for Internal Controls
FCPA’s record keeping provisions and accounting guidelines were written to deal with the SEC-registered corporations’ ways of disguising and hiding payments and bribes, such as listing those bribes as consulting expenses or travel costs of non-U.S. officials.
There are two regulations the FCPA rules impose on books and record keeping.
1. Any company with registered U.S. securities must make and maintain records, books, and accounts that accurately and reasonably reflect the details of all transactions and disposition of the property and assets of the company.
2. The company must also create and maintain internal accounting systems that have sufficient controls to assure officials that all transactions are within the authorization of management, and that recording is done within “generally accepted accounting principles.” Although there are no penalties for violations that are technical, inadvertent, or insignificant, willful concealment of any form of misconduct by altering the books and records is a violation of FCPA.
An interesting feature of these provisions is that in the case of a civil liability, the parent company does not need to have any knowledge or suspicion specifically that the books or records contain misleading information. The appearance of the innocence of the bribery alone is enough to bring FCPA regulations to bear even if the parent company has no knowledge of the actions. The parent company is also liable for any failures of its subsidiaries for internal control.
The FCPA does not have a threshold of “materiality” for record keeping, books, and internal controls. Even though the records and books only need to be “reasonable,” Section 404 of the Sarbanes-Oxley Act doesn’t apply so the resulting inaccuracies from less diligent control can bring the regulations to bear, especially if there is bribery involved.
FCPA Enforcement
Many U.S. and foreign companies are becoming aware of the results of not complying with the FCPA. These are serious and have a huge impact on these companies, thereby raising the alert systems of businesses that may be affected by FCPA actions. The DOJ imposes fines and orders of disgoregement that sometimes exceed tens of millions of U.S. dollars, and can also include fines for criminal activity. Recently the Titan Corporation paid more than $28 million as a punishment for corrupt payments that surfaced during its merger with Lockheed. Three of Vetco’s subsidiaries plead guilty to and a fourth entered a deferred prosecution agreement; the fines were $26 million and was the largest in the history of the FCPA.
The investing public will view criminal convictions of a U.S. registered corporation negatively, and there could be a host of side effects of the convictions as well, such as loss of U.S. government contract eligibility, benefit programs, and licenses. They may also suffer increased liability for taxes and face other lawsuits related to the conviction, such as those arising from provisions of the Racketeer-Influenced and Corrupt Organizations Act. There may also be proceedings to void any agreements procured during the period of the corrupt activities.
Companies that are suppliers for the U.S. government or are regulated by or closely related to it (such as defense, pharmaceuticals, financial services, etc.) will feel huge ripples of a criminal FCPA conviction. It could affect their participation in U.S. funded medical insurance programs (Medicare, Medicaid, etc.), and could lose the opportunity to bid on defense contracts and other government contracts. Financial firms can also lose the opportunity to serve as pension fund advisors or broker-dealers, and may be required to forfeit licenses to sell insurance in this country.
Consequences limited to U.S. soil may be only the tip of the iceberg as well. Businesses in the countries that signed the OECD anti-bribery convention may find they are subject to criminal proceedings as well as civil proceedings in the U.S. as well as their own country of origin, not to mention the other jurisdictions where they may be guilty of corrupt acts. PE buyers will also find that the impact of these proceedings will affect management teams, and individuals involved in the acts or conspiracies can suffer many years of imprisonment and fines on both the civil and criminal levels. There may also be numerous collateral results that will affect the business negatively for many years.
M&A Deals and Risk Allocation Considerations
The wide scope and breadth of FCPA when coupled with lack of testing judicially, has created quite a few unusual challenges for sellers and buyers who could end up exposed to corrupt practices of their own or another’s business. For one, these sellers and buyers must identify potential risks and exposures, and evaluate those risks–however, this may be difficult to do for many reasons. Sellers and buyers have to negotiate these risks like they would any other business liability, and where there is a stock and merger agreement in progress these risks will determine much of the shape the distribution of risk will take.
However, even where the buyer can negotiate a good position with regard to FCPA exposure, there is still the collateral legal and financial risk associated with being part of any recorded business deal where fault may lie with a seller. Even if all the risk of FCPA liability is assumed by a seller, U.S. regulators may still charge both the seller and buyer of the corrupt business practice, especially if the buyer has a history of FCPA violations. Once a scheme for bribery or corrupt business is exposed, all benefits and commercial goods may be lost or at least significantly deteriorate. Truly, the best protection for a buyer may simply be to pay a lower price for the business.
Due Diligence and FCPA Regulations
PE, as other buyers, are interested in identifying and eliminating FCPA problems and other anti-corruption issues before the finalization of any purchase price or financial terms. The parties must create a due diligence plan and review it carefully to determine potential risks, as with any other potentially problematic deal.
Here are some things an effective FCPA plan for due diligences must account for:
1. The definitions of non-U.S. officials and benefits covered.
2. How FCPA applies to these officials and agents.
3. How the FCPA affecst acquisitions and mergers.
4. The liability and want of standards applicable to a parent company’s violation of bookkeeping and records requirements.
5. The increased exposure of the Internet and the resulting limits of protection by anti-bribery provisions.
Steps a PE should take as part of any due diligence program include:
1. Assessing the risk of FPCA violations in countries where the target business or subsidiaries reside or operate.
2. Analyzing the particular industry for possible disproportionate violations of FCPA regulations, such as defense contractors, natural resources, or pharmaceuticals.
3. Evaluating the risk of any people who are associated with the target company, such as unethical managers.
4. Carefully reviewing the internal audit reports and other investinations conducted, including by security, legal departments, and any other documents by other legal counsel of the target.
5. Identifying all senior officials elected in the country of the target company, and comparing those names with a list of people the company has paid money to.
6. Interviewing all managers and employees of the seller or target company that may have had any contact with influential officials.
7. Reviewing all reports, records, and analyses of audits prepared eternally, such as by accounting firms.
8. Hiring an investigation firm to review all risks and ways that the target company may have paid bribes.
Although these steps are designed to reveal any potential FCPA-related risks, the most important thing a buyer can do is inspect the target’s own FCPA compliance program. Even though a thorough and tough-minded program of compliance is the best way to fend off liability, they can reduce significantly the risk of financial liability arising from the activities of individuals within a normally-compliant company that may be paying corrupt monies to officials in other countries. In other words, the most effective and important thing for a buyer in assessing the target company is to review how seriously the target took its own FCPA-related risks and exposures before the M&A transaction talks by inspecting the target’s FCPA compliance program.
About the Author
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Your garage is probably the most convenient place to stage a sale, but it may not be the most profitable. Certain goods have built a faithful following. This means they have a niche market and are likely to garner higher prices if you can find it.
My Vinyl Collection – The Beatles (Part 1)