Oil Transnational’s, the State and the Spatial Contexts of Local Militancy in Nigeria Essay Example Essay Example

Oil Transnational’s, the State and the Spatial Contexts of Local Militancy in Nigeria Essay Example Paper Oil Transnational’s, the State and the Spatial Contexts of Local Militancy in Nigeria Essay Introduction The contemporary map of conflicts in Africa does not showcase Nigeria- and for a good reason: there are no international peace keeping forces there. The main theatres of conflict on the continent have for the better part of the last two decades been the Great Lakes region, the Horn of Africa, and parts of West Africa. These include countries such as: Rwanda, Burundi, the Democratic Republic of the Congo, Uganda, Somalia, Sudan, Sierra Leone and Cà ¯Ã‚ ¿Ã‚ ½te d’Ivoire. To the Horn of Africa sample must be added Eritrea, which despite having secured independence from Ethiopia, still has unresolved border issues with that country. However, as far as armed conflicts are concerned, Nigeria does have some experience – if one recalls that between 1967 and 1970, only a few years after gaining independence from Britain (in 1960), the country was engulfed in a bloody civil war. It cannot be reasonably assumed that the Nigerian government and people have done all they should to prevent the tensions and ‘civil disturbances’ which frequently erupt, or have become endemic, in different parts of the country from escalating into ‘bleeding’ conflicts. Such tensions include the restiveness in the Niger Delta (Nigeria’s oil and gas province) – a region that has since the early 1990s witnessed an almost unbroken orgy of violence and militarization. Oil Transnational’s, the State and the Spatial Contexts of Local Militancy in Nigeria Essay Body Paragraphs The Niger Delta lies in the south of the country and consists of nine states and nearly 70,000 square kilometers of land and waterways. This area accounts for over 90 per cent of Nigeria’s known gas and oil reserves, which in turn accounted for nearly 80 per cent of total government revenues. As Nigeria’s economic powerhouse, the Delta is important to the country’s economic standing, as well as to the politicians who benefit from the incoming revenue. Mismanagement of oil revenues since independence, corruption, the failure to redistribute oil wealth, the utter lack of development in the Delta, and environmental damage arising from oil related exploration related activities have hardened the resolve of those living in the region to agitate for change, and increased popular support for those groups fighting for a better deal. Militancy has grown in the Delta in response to the continued lack of attention to the basic needs of the population: Social instability, po or local governance, competition for economic resources and environmental degradation has taken a toll . . . . The delta today is a place of frustrated expectation and deep-rooted mistrust . . . [where] [l]ong years of neglect and conflict have fostered a siege mentality (UNDP, 2006, p. 16)1. The grievances of those living in the Delta are well founded. The population suffers from environmental contamination resulting from the operations of oil companies and the oil bunkering (illegal tapping of oil pipelines) of armed groups. Oil spills and gas flaring have negatively affected agricultural land, water sources, and air quality. In return, the population has received very little from the government, which benefits from the high revenues earned from selling oil overseas. Legally, the population has no control over the oil that sits beneath their land, and no claim to the profits accrued through its sale. The percentage of revenue received by oil-producing states has increased to 13 pe r cent from less than 2 per cent under military rule, but this funding goes to state coffers, with few visible signs of it being spent to improve the lives of people in local communities. Although the incidence of poverty is said to have declined since 1996 in the Delta (UNDP, 2006, p. 58)2, the lack of roads, the limited health care and education facilities, high unemployment, and limited future prospects underline the neglect by the state and federal governments. While there are legitimate grievances in the Delta, not all violence can be equated with a fight for justice, development, or equitable distribution of oil revenues. The Delta has witnessed the emergence of a plethora of armed groups over the past decades. Some of these groups agitate for change in the political situation and in the distribution of resources. More often, the push is not for democratic governance or an even distribution of oil revenues, but rather a call for the right to all oil revenues for oil-producing areas. In other words, it is a claim for resource control and financial revenue to be ceded to the oil producing states where decisions about distribution can then be made, thereby taking this decision-making power out of the hands of the federal government. Other groups merely take advantage of the lack of law and order in the area to engage in criminal activities and oil bunkering aimed at profit or territorial control. Although many groups use the legitimate problems in the Delta to justify their actions, no group has come forward with a political and economic plan of its own on how to resolve the concerns of the Delta communities. Given the difficulty in obtaining information on armed groups, as well as the fluidity with which they evolve, it is difficult to obtain an exact figure for the number of these groups active in the Delta today or accurate information about their activities. The numbers continue to change as groups emerge, merge, or disappear. While smaller groups certa inly have an impact at the local level, there are perhaps only a handful of groups large enough to affect the dynamics of the region as a whole. The most prominent group currently active in the Niger Delta is the Movement for the Emancipation of the Niger Delta (MEND). Other active groups include the Coalition for Militant Action in the Niger Delta (COMA), the Joint Revolutionary Council (JRC), the Niger Delta People’s Volunteer Force (NDPVF), and a number of cult groups, such as the Outlaws and Icelander. Armed groups have increased their use of violent tactics over the past year in the form of kidnappings, battles with security forces, clashes with one another, and car bombs, which is a more recent tactic. Such groups are demonstrating increasingly sophisticated tactics and weaponry, raising concerns about future violence. Those groups with more purely economic motives have joined the fray by tapping into the illegal oil-bunkering trade and kidnapping international oil and construction workers for ransom. The response of the government has been an increase in the militarization of its approach to the Delta crisis, but this strategy has not yielded the dividends intended. Instead, this heavy-handed approach seems to have spurred on the armed groups, solidified their commitment to armed struggle, encouraged recruitment, oil pipeline Vandalization, and raised public support for some of these groups. â€Å"Those who proclaim the death of sovereignty misread the history. The nation state has a keen instinct for survival and has so far adapted to new challenges, even the challenge of globalization† (Krasner, 2001: 20). He also argues that globalization is not a new challenge or phenomena. Even though I agree that globalization is not something of today, the question that remains is whether contemporary globalization is likely to have a different impact on the nation state then that of the past? For today’s globalization distinguishes itself fr om that of the past in terms of rapid communication, market liberalization and the global integration of goods, services and production. Taking the example of the European supremacy era in world trade, and its relation with the Far East, we can speak of a global trade and exchange of goods and services. This explains the difference between modern globalization and that of the past. Even though it might not be appropriated to compare the ancient world with today’s modern nation states, as we did not have independent and sovereign states then; we had independent regions. For example, China was not dependent on economical relations with Europe in the past; nor was Europe on China. But today there is an increasingly growing interdependency between them. The nation states are compelled to build relations with other states in order to sell their goods, services and develop a stronger and larger economy. So due to this interdependency we can undermine one of the three-fold capacitie s of a sovereign state -the absolute freedom from any external force, which shapes the conduct of the nation states. Although states are not literally forced to modify their conduct toward the international society or other states, it is in their interest to do so. Part of the sovereignty is also the ability of a state to solve its domestic problems on its own. But since problems and threats are getting more globalized, it is almost impossible for a state to act alone and entirely independent. Taking the international crime as an example, let’s assume there is a weapon trade between two criminal organizations rooted in Germany and in The Netherlands. In order to demolish this crime network The Netherlands is dependent on the assistance of Germany and vice versa. This undermines the second notion of sovereignty, which is absolute supremacy over internal affairs within its territory. Also seen from a philosophical point of view, there is a demising process in the sovereignty of nation state. The emergence of International Human Rights Organization, which is based on the Kantian philosophy that views the world as a community of free individuals; a community where nations and borders are no longer relevant or of any meaning. According to this philosophy one can speak of a world, which is going toward a global civil society. It might be worth mentioning what the notion of global civil society stands for. Originally the notion of civil society referred to, or was characterized by, a social contract. â€Å"Civil society was a type of state on the We will write a custom essay sample on Oil Transnational’s, the State and the Spatial Contexts of Local Militancy in Nigeria Essay Example specifically for you for only $16.38 $13.9/page Order now We will write a custom essay sample on Oil Transnational’s, the State and the Spatial Contexts of Local Militancy in Nigeria Essay Example specifically for you FOR ONLY $16.38 $13.9/page Hire Writer We will write a custom essay sample on Oil Transnational’s, the State and the Spatial Contexts of Local Militancy in Nigeria Essay Example specifically for you FOR ONLY $16.38 $13.9/page Hire Writer

Free Essays on I Know Why The Caged Bird Sings

Maya Angelou faces many hardships, yet manages to overcome them all, in her autobiography, â€Å"I Know Why the Caged Bird Sings.† Maya is a strong willed, often stubborn, outgoing, somewhat outspoken, and rather intelligent girl. She becomes very tolerant due to some of her experiences. She also matures faster mentally than many other girls her age because of her situation and experiences. From the time she was young and through adolescence, Maya considered herself ugly. She was a tall, somewhat lanky African American. She was skinny, and felt that her eyes were too small and squinty. She was also ashamed of her large feet. Throughout the story, Maya is discouraged by the segregation of the blacks. For a long time she is denied the job that she wishes to have because of the color of her skin. Also, she wants her family to be together and to be happy. She is separated from her parents at a young age and lives with her grandmother and uncle for most of her childhood. When she is with her parents, she tends to feel secondary. There is always something a touch more important that she and her brother Baily. Maya Angelou faces many hardships, yet manages to overcome them all, in her autobiography, â€Å"I Know Why the Caged Bird Sings.† When the book begins, Angelou is a young child, a mere three years old. As she grows up, though somewhat sheltered by her grandmother’s position as a general store owner, her eyes are opened to the current ways of the South. Blacks are lesser people that whites, and that was the way it was for her. On several occasions she watched in horror as young girls called her grandmother by her first name, when they should have been respectful and at lease used â€Å"Miss†. Once breaking the segregation barrier for herself, she gets a job with the Streetcar Company. Having a job, and the responsibility that comes with it, she mentally matures faster than the other children her age. While living with her mother t... Free Essays on I Know Why The Caged Bird Sings Free Essays on I Know Why The Caged Bird Sings Maya Angelou faces many hardships, yet manages to overcome them all, in her autobiography, â€Å"I Know Why the Caged Bird Sings.† Maya is a strong willed, often stubborn, outgoing, somewhat outspoken, and rather intelligent girl. She becomes very tolerant due to some of her experiences. She also matures faster mentally than many other girls her age because of her situation and experiences. From the time she was young and through adolescence, Maya considered herself ugly. She was a tall, somewhat lanky African American. She was skinny, and felt that her eyes were too small and squinty. She was also ashamed of her large feet. Throughout the story, Maya is discouraged by the segregation of the blacks. For a long time she is denied the job that she wishes to have because of the color of her skin. Also, she wants her family to be together and to be happy. She is separated from her parents at a young age and lives with her grandmother and uncle for most of her childhood. When she is with her parents, she tends to feel secondary. There is always something a touch more important that she and her brother Baily. Maya Angelou faces many hardships, yet manages to overcome them all, in her autobiography, â€Å"I Know Why the Caged Bird Sings.† When the book begins, Angelou is a young child, a mere three years old. As she grows up, though somewhat sheltered by her grandmother’s position as a general store owner, her eyes are opened to the current ways of the South. Blacks are lesser people that whites, and that was the way it was for her. On several occasions she watched in horror as young girls called her grandmother by her first name, when they should have been respectful and at lease used â€Å"Miss†. Once breaking the segregation barrier for herself, she gets a job with the Streetcar Company. Having a job, and the responsibility that comes with it, she mentally matures faster than the other children her age. While living with her mother t... Free Essays on I Know Why The Caged Bird Sings I Know Why the Caged Bird Sings: Movie and Book The novel, "I Know Why the Caged Bird Sings", by Maya Angelou is the first series of five autobiographical novels. This novel tells about her life in rural Stamps, Arkansas with her religious grandmother and St. Louis, Missouri, where her worldly and glamorous mother resides. At the age of three Maya and her four-year old brother, Bailey, are turned over to the care of their paternal grandmother in Stamps, Arkansas. Southern life in Stamps, Arkansas was filled with humiliation, violation, and displacement. These actions were exemplified for blacks by the fear of the Ku Klux Klan, racial separation of the town, and the many incidents in belittling blacks. Maya knows that to be black and female is to be faced with violence and violation. This is brought into focus when she goes to live with her mother and is raped by her mother’s boyfriend. When Maya is faced with this catastrophe, tells who did this to her, and the man is killed, she believes her voice killed him. She withdraws into herself and vows never to speak again. Her mother feeling that she has done everything in her power to make Maya talk, but can cannot reach her, sends Maya and her brother back to Stamps. After Maya returns to Stamps and with the help of her Teacher-Ms. Flowers she begins to speak again. The culmination of the novel is when Maya describes her eighth grade graduation. Angelou, her classmates, and parents listen to the condescending and racist manner in which the guest speaker talks. After listening to his insults, Ma... Free Essays on I Know Why the Caged Bird Sings Literary Analysis As shown in by Maya Angelou, Cat’s in the Cradle by Harry Chapin and Family Portrait by Alicia Moore, family greatly affects who a person grows up to be. All of these writings show examples of children living their lives based on how their parents lived their lives. However, they all have different styles and methods of expressing their ideas. In I Know Why the Caged Bird Sings, the author tells about her home life using metaphors. She speaks of them almost as if they were interesting people she just happened to come into contact with in her life, other than her family. Maya Angelou very rarely quoted anything her mother said. She talks about her a lot, but didn’t include much dialogue between her mother and herself in her memoirs. However, she did comment a lot on her mother’s exterior. â€Å"My mother’s beauty literally assailed me. Her red lips split to show even white teeth and her fresh-butter color looked see-through clean.† Maya commented on her mother’s appearance quite often, which led me to believe that she never really knew her mother all that well. All she knew was what she saw. This is quite the same in Family Portrait by Alicia Moore. The only side of her parents it seemed she was quite aware of was the side that was always fighting, always angry. â€Å"Mama ple ase stop crying, I can’t stand the sound.† It seemed that her parents were never content with their home situation. It was a never-ending quest to prove to her mother and father that she could be better. Unlike in I Know Why the Caged Bird Sings, this author seemed to be blaming herself for all the wrong that existed in her family. â€Å"I won’t spill the milk at dinner, I’ll be so much better, I’ll do everything right, I’ll be your little girl forever, I’ll go to sleep at night.† The author recognized the hardships in the family and tried to get the characters to fix their own problems. The theme in C...

Case Analisys Report - Microsoft Antitrust Battles Essay

Case Analisys Report - Microsoft Antitrust Battles - Essay Example ses the primary stakeholders in the case, a legal analysis, as well as an ethical analysis of the different issues surrounding the antitrust case against Microsoft. It also includes a discussion of different factors that may have contributed to Microsoft’s display of unethical behavior as well as factors that need to be addressed to resolve the issues. The paper gives recommendations on what actions are needed to deal with the legal/ethical issues as well as policies that the company can adopt to prevent such incidents from recurring in the future. Although the partnership between William H. Gates (more commonly known as Bill Gates) and Paul G. Allen has been established in the year 1975, it was not until a year after that the trade name Microsoft Corporation was officially registered in New Mexico with the Office of the Secretary of the State (Microsoft, 2005). Since then, Microsoft has become renowned worldwide for their extensive range of original products and software as well as their laudable skills in marketing and advertising their products. As popular the reputation of Microsoft Corporations might be, they have been face with numerous cases regarding alleged violations of ethical and legal matters. These issues have cropped up in connection with Microsoft’s control of certain markets related to the selling of computer and software. The earliest inquiry was way back in the year 1990 regarding breach of the Clayton and Sherman antitrust laws. Since then, other complaints from several large corporations such as Apple Computer, Sun Microsystem, and Netscape Communications have been brought against Microsoft Corporation. The most recent antitrust complaint was from Opera Software ASA in the year 2007 with regard to Microsoft’s manipulation of web browser by combining the Windows operating system with Internet Explorer, thereby going against accepted web standards (Opera Software, 2007). These complaints have had an effect on Microsoft financially, when

How and why might violence against women be perceived as indicator of Essay

How and why might violence against women be perceived as indicator of unequal citizenship - Essay Example This paper presents a very thoughtful argument as to why and how violence against women is an indicator of unequal citizenship. It explores the aspect of gender violence as a whole providing particular forms of violence affecting women, locations where these forms of violence take place, role of government in eliminating violence, and the key political values and forms of citizenship linked either directly or indirectly to the increased widespread of gender violence. Indeed, violence against women can be seen as an indicator of unequal citizenship in that from ancient times; women have been perceived as having no value in the society and considered as a man’s property. They were mandated to be submissive to their husbands and not perform industrial activities; they were forced to early marriage, and practiced female genital mutilations as well as mistreating widows like inciting them to commit suicide.2 In addition, with all these, there is no equal citizenship because men alw ays dominate and abuse women but a few or no perpetrators are brought to justice. For instance, there have been claims that death sentence as a rape case charge does not end violence but failure to prosecute rapists does not eliminate violence either. Today, feminist movements have addressed the issue of violence and discrimination aggressively as a criminal act so as to ensure that there is equality and elimination of gender discrimination because women need to be treated fairly equally as men. Additionally, violence against women serves, as a perfect example of unequal citizenship in that, the fact that women are not equally given chance to occupy some offices is a sign of inequality and as a result, women feel left out. Even though most women in the contemporary world are offered different job opportunities and others are even designated some tasks that are usually performed by men, they are still discriminated in some sectors. This to some extent can be seen as an indicator of u nequal citizenship. Furthermore, existences of forms of violence that affect women across a variety of location like battering, domestic violence, sexual violence among others, and the fact that responsible bodies cannot aggressively address them confirms gender imbalance and unequal citizenship. For instance, most societal members especially men believe that wife battering not a big issue and it is something that must be done as a way of ‘disciplining women’. More so, violence against women shows unequal citizenship since it has been noted that popular form of violence against women globally is intimate partner violence commonly referred to as domestic violence. This is what has been happening and is still happening but the government cannot work on this to offer complete protection of women. Psychological violence where a man dominates a woman and literally forcing her to be submissive to him as well as exploiting her economically,3 persists. Indeed, this confirms tha t violence against women is a manifestation of unequal citizenship in our societies. Truly, violence against women indicates unequal citizenship because men usually abuse women in other ways like sex working, child abuse and trafficking and yet, just like men they are supposed to be protected.4 As a result, only few perpetrators are held accountable of their inhuman acts and it has been confirmed that some police officers threaten the victims to never say a word. This for sure can be seen as lack of protection of wome

September 11 Terrorist Attacks and Americans’ Preparedness for Disaster Essay Example for Free

September 11 Terrorist Attacks and Americans’ Preparedness for Disaster Essay The September 11, 2001 terrorist strikes on the Pentagon and the World Trade Center were arguably the heaviest attacks on the U.S. soil since the Pearl Harbor attack by the Japanese in 1941. The attacks, masterminded from one of the poorest countries in the world, shook the core of the world richest and most powerful nation. Many Americans still believe that the colossal intelligence machinery failed to intercept the hits, even when it had sufficient evidence that an attack was looming (Betts, 2008). The U. S. intelligence community missed or chose to overlook some of the strongest indicators of the imminent attack. Some of the pilots who launched the attacks trained in the U.S. In June, 2001, a detective observed that flight schools in Arizona were populated by an â€Å"inordinate number of individuals of investigative interest† (Betts, 2008). Having learnt earlier that the Al-Qaeda was planning to launch â€Å"plane operations,† the FBI missed to connect the imminent operations and the suspect flying students (National Commission on Terrorists Attacks Upon the United States, 2004). The former students were part of the 9/11 strike team (Marquise, 2008). One of the plotters of the 9/11 strikes, Ramzi Yousef (a Pakistani) had been arrested in the Philippines where he planned to down 11 airliners in 1995. He escaped and fled to Pakistan. His partner told the police that he planned to ram a plane into the CIA headquarters. Yousef was nephew to Khalid Sheikh Mohammed who plotted the plane attacks in the Philippines and later masterminded the 9/11 attacks. The U.S. intelligence was aware of an Al Qaeda operation in the offing after surveilling a meeting of Al-Qaeda bigwigs in Malaysia in January 2000. According to Marquise (2008), the intelligence did not share the information with the law enforcement agencies to tighten surveillance within the US and at the entry points. The US would have pre-empted the attack if it had acted promptly and conclusively on the â€Å"Phoenix memo† which was written by the agent who noted the suspicious persons attending flying lessons in Arizona (Betts, 2008). In the memo, the agent raised concern that Osama bin Laden was likely to be planning an attack. He recommended that the FBI investigate the flight students. Investigators only paid attention to the memo after the attack. The attackers who trained in the US entered the country legally, and were granted tourist visas. Even as they entered the country however, custom officers noted anomalies with their applications but went ahead to allow them in. In June 2001, Saeed al Ghamdi entered the US with only $500, a one-way ticket and no address on the I-94 form. Investigations showed that six of the hijackers had contravened immigration laws during their months of stay yet none had been arrested. The Immigration Department could therefore have averted the attacks had its agents detected the overstays and violations of student status (National Commission on Terrorists Attacks Upon the United States, n.d). There is no evidence of either Washington D.C. or New York having employed a hazard or vulnerability analysis to plan for a disaster of the kind and magnitude of the 9/11 terrorist attacks. While the authorities of both cities were not in a strong position to avert the attacks, their reaction in the time following the strikes was catastrophic. Besides the people who were killed by the crashes, hundreds of responders succumbed to illness as a result of exposure to the atmospheric conditions occasioned by the explosions. The responders worked in an asbestos-contaminated environment yet they worked without respirators (Levin, S. et al., 2004). Residents of Lower Manhattan were assured that the â€Å"air was safe† yet tens of thousands perished after contact with the toxic fumes later (Mason, 2007). New York and Washington D.C authorities were unwilling to admit their unpreparedness and were quick to declare the air and water safe while it was not. References Betts, R. (2008). Two Faces of Intelligence Failure: September 11 and Iraq’s Missing WMD. Political Science Quarterly, Vol. 122, No. 4. Levin, S., Herbert, R., Moline, J., Todd, A., Stevenson, L., Landsbergis, P., Jiang, W., Skloot, G., Baron, S. Enright, P. (2004). Physical Health Status of World Trade Center Rescue and Recovery Workers and Volunteers- New York City, July 2002 – August 2004. Journal of the American Medical Association, Vol. 292 Issue 15. Marquise, R. (2004). Terrorism Threat Indicators. The Counter Terrorist. Mason, M. (2007). The 9/11 Cover-Up. Discover, Vol. 28, Issue 10. National Commission on Terrorist Attacks Upon the United States (2004). The 9/11 Commission Report. New York.

Bankim Chandra Chatterjee :: essays research papers

Bankim Chandra Chatterjee was one of the great novelists of nineteenth century Bengal. He was a literary pioneer and nationalist who had an exceptional ability to communicate with and arouse the masses. Bankim Chandra was born on 26th June 1838 in the village of Kathalpara, near Naihati, District 24 Parganas, West Bengal. He belonged to a distinguished family. Bankim was the yongest of three sons of Jadabchandra Chatterjee and Durgadebi. His father was a Deputy Collector. Even as a child Bankim showed great courage and virtuosity and never had any fear of the 'gora sahebs'- (the British). He was always brilliant in his studies and started writing poetry at a young age. Bankim studied law from the Presidency College in Calcutta and was one of the first two graduates of the Calcutta University in 1858. He was immediately appointed- Deputy Magistrate by the British colonial government - a job he grudgingly held for three decades. However, Bankim continued his literary pursuits. He chose fiction as his theme and the first novel by him to appear in print was Rajmohan's Wife. It was written in English. His first Bengali novel was Durgeshnandini, and was published in 1865. The next novel Kapalkundala(1866) is one of the best romances written by Chatterjee. However Bankim Chandra wanted to stimulate the intellect of the Bengali speaking people through his works and bringing about a cultural revival. With this end in view he brought out and edited the monthly Bangadarshan in 1872. Bamkim was also a nationalist to the core. His goal was the revival of national pride in protest against British rule. In 1882, Anandamath was published. Anandamath became his most famous as well as his most political novel and a source of inspiration for the patriots fighting for the freedom of our country from the British rule. The chant of "Vande Mataram", was coined in this novel and it soon became a patriotic hymn that arou sed the entire nation to fight for their freedom.

Corporate Law and Governance Essay

Question 1 Bryan, Sarah, Jason, Calvin and Rubini are interested in starting a travel agency specializing in tours around Sabah. They are keen in having an office at Damai, Kota Kinabalu and to hire a few staff. Their initial capital is RM30, 000 each. They are also planning to acquire MPV vans to cater to small groups of travelers. All of them agreed to be involved in the management of the business and to make decision together. However, they are seeking your advice as to which business structure would best serve their purpose.  Advise Bryan, Sarah, Jason, Calvin and Rubini. (15 marks) Question 2 If they have decided to form a private limited company for their business, what are the things they need to consider in incorporating a company? They would like to use Friendly Tours Sdn Bhd as the name of their business. Also, they agreed to appoint Rubini as the Managing Director of the company for 5 years. Advise them in the drafting of the Memorandum and Article of Association. (15 marks) Question 3 In May 2013, they would like to expand their business in exporting fresh food and vegetables to Sarawak.  They are not sure whether they are allowed to divert from their initial objective in travel agency business. They also would like to change their business name to Borneo Connection Sdn Bhd. In the recent meeting, Sarah was appointed as Managing Director of their business instead of Rubini as stated in the Article of Association. Advise Bryan, Sarah, Jason, Calvin and Rubini in the situations above. (15 marks) Question 1 There are three types of business structure which are sole proprietorship, artnership and company. Choosing the right type of business structure is one of the most important choices of all for which they have to make when starting a business. Not only will this decision has an impact on their liability, it will also affect their ability to raise capital, management and decision making rights. Since there are five people who are interested in starting new business, it is important for them to compare and choose whether a partnership or company will best suit to their purpose. According to Section 3(1) of Partnership Act 1961, a partnership is the relation which subsists between persons carrying on business in common with a view of profit. In other words, they must continuously carry on travel agency business and all partners agreed to operate the travelling business together with the intention to make profits from it. As for company, it is an artificial legal person who is bound by law to manage company. It is a separate legal entity for which its legal identity separates itself from its members, officers, employees and others who form the company. In term of management and decision making, there are two types of partners in partnership: dormant partner who is not participate in management of the firm and managing partner who manages and makes all business decision of the firm, subject to any agreement requiring them to obtain consent of all other partners. According to the situation, all five of them are agreed to be involved in the management and to make decision together, so it is confirmed that they are all managing partners of the partnership and it is clearly set out in their written agreement. Hence, they are entitled to manage the partnership together and they have a wider pool of skills, knowledge and experiences collectively from all partners, so they have more inputs and suggestions to a better management of the business. In decision making wise, any major decision relating to any change which will affect the nature of the partnership must obtain the consent of all partners by carrying out formal meeting. For instance, type of business carried on, admission and removal of partners, and dissolution of partnership. Otherwise, they can freely make decision in their own or perhaps together by carrying out a less formal meeting, provided they are acted in good faith. As for a company, although only person who are appointed as director has the power to manage the company, members of the company have the definite voting rights in any major decision making. So, director has to comply with statutory requirements, which is to carry out general meetings by sending out notices of meeting to all members and must pass certain resolution from the members in order to obtain their consent and reach a decision. Yet, the procedures in decision making in a company compared to a partnership is more tedious and time-consuming, especially when facing crucial matters to be solved in short amount of time. So, it is better to form a partnership in terms of management and decision making. As mentioned previously, partnership is not a separate legal entity and hence, they are having unlimited liability. All partners are personally and jointly responsible for all debts and obligations of the firm. Not only it might end up with dissolution of the partnership, personal properties of partners can be seized to settle the business when the firm’s fund is insufficient to cover debts and obligations incurred during the ordinary course of the business. Unlike a company, it is a separate legal entity which separates itself from its members. As a result, only company is fully liable for debts and obligations incurred by itself while members’ liability is only limited to the unpaid amount of their shares capital, as established in case Salomon v Salomon & Co Ltd. The creditors claimed that Salomon and his company were one and the same and they should be repaid in top priority. However, the court held that he is not liable for debts of the company due to separate legal entity. Hence, in the event of winding up, creditors cannot bring actions against members of the company to contribute more than their initial contribution in debts settlement and so, their personal assets are not affected. Therefore, it is better to form a company in term of personal liability. Apart from that, they are planning to acquire several MPV vans in order to support their business but apparently their initial capital contribution which is totaling RM150, 000 is merely sufficient to acquire one or two second-hand MPV van. So, in term of raising capital, partnership’s fund is raised through capital contribution by all partners. If they wish to raise more capital by admitting more partners into the business but prior to admission, they must dissolve the partnership and form a new partnership consisting old and new members again, and perhaps their previous written agreement must be re-wrote. However, continuous admission of new partner may not be the solution if they wish to expand the business as the amount of capital contribution from each partner may not collectively big enough to do so. As for company, a private limited may normally issue shares or debentures to family, friends or employees by way of a private arrangement while a public limited may invite public to subscribe for its shares or debentures. Also, a private limited may convert to public limited by passing special resolution to raise more capital. Despite the risk of being a new business and compilation of statutory procedures, the amount of capital raised may be relatively more than the amount of capital contributed by each partners in the partnership. Therefore, it is better to form a company in term of raising capital and business expansion. Furthermore, partnership is not a separate legal entity and it can be easily dissolved upon the death, retirement, or new admission of any partner. Hence, partnership’s duration of existence is uncertain and has a finite lifespan. Meanwhile, since company is a separate legal entity, it has the characteristic of perpetual succession. In other words, despite any changes occur in its membership, they should not worry about dissolution of the company as it is has an infinite lifespan and exists perpetually until it is legally wound up or deregistered. As such in case Re Noel Tedman Holdings Pty Ltd, a husband and wife who were the only directors and members of the company were killed in an accident but the court held that the company is not affected by the accident and would continue to exist. Therefore, it is better to form a company in term of duration of existence. In conclusion, compared to a partnership, they are recommended to form a company in terms of limited liability of members, easier to raise more capital and its perpetual succession. Question 2 When they have chosen to form a private limited company, they should appoint a promoter to assist them in formation of company by performing secretarial services. Firstly, the promoter must conduct name search on the availability of proposed company’s name. Next, incorporation documents such as Memorandum of Association (hereinafter referred as MA), Articles of Association (hereinafter referred as AA), statutory declarations and any prescribed forms must be lodged with Registrar of Companies’ (hereinafter referred as ROC) within three months from the date of approval of the company’s name. Upon submission of documents and payment of fees, ROC will issue certificate of incorporation to them. In MA, they need to state the name clause, registered office, object clause, share capital clause and liability clause. While setting out name clause, they need to apply name search to ROC to check on the availability of their company’s intended name which is Friendly Tours Sdn Bhd. However, care must be taken where they should not register their company in a name that in opinion of ROC is undesirable or unaccepted by the Ministers, and also confusingly similar to the name of an existing company. In addition, they must include ‘Sendirian Berhad’ or the abbreviation ‘Sdn Bhd’ in their company’s name as it is a private limited company. Once they obtain bona fide approval from ROC, the name is reserved for three months from the date of approval. Next, they should set travel agency business which tours around Sabah as their company’s principal object clause and from thereafter it defines their company’s legal capacity when entering into any contract. Yet, in order to expand their company’s legal capacity and evade ultra vires act, they are advised to draft their object clause in widest possible terms by including many conceivable forms of activities, either dependent or independent to company’s principal object clause i. e. ravelling business, and each of it should be regarded as a separate and independent object in its own paragraph. Furthermore, they have to state the amount of company’s initial authorized share capital, which is RM150, 000 and its division into shares of a fixed amount, which can be 150,000 ordinary shares of RM1 per share. They can increase or decrease their authorized share capital in future by passing ordinary resolution. Also, their liability as a member in the company also must be stated, which is limited to the unpaid amount on their share capital, to protect their personal assets in the event of winding up. Other information such as company’s registered office which located at Damai, Kota Kinabalu, subscribers clause and association clause must also be stated in MA. As a private limited company, it is open for them to decide whether to adopt its own AA which meets company’s requirements, adopt Table A of Fourth Schedule as its AA or a combination of Table A articles with specific articles designed to meet company’s requirements. However, under Section 30(2) of Companies Act 1965, Table A will be AA of their company if they failed to register its articles upon registration. Any further alteration of AA is required to pass special resolution under some conditions. In drafting of AA, information such as appointment and removal of directors should be included in AA. To be appointed as a director, Rubini must be a natural person which is at least 18 years old and not being disqualified from being a director. Since they are forming a private limited company, they are allowed to name Rubini as Managing Director of the company and state a five years term of office in AA provided she is not 70 years old and above. Then, they should ensure that the company has at least two directors including Rubini who shall be named in AA as the first directors of the company and will hold office until the first Annual General Meeting where they will automatically retire (except Rubini in this situation). If they adopt Articles 64, 66 and 67 of Table A, retiring directors may be reappointed and the company may increase or decrease the number of directors in a general meeting by ordinary resolution. Furthermore, board of directors may have the power to appoint anyone as a director either to fill in casual vacancy or addition to existing board members if they adopt Articles 68 of Table A. Also, they have rights as members of the company to remove a director by ordinary resolution before his term of office expires. Yet, it is always subjected to company’s AA such as a provision is provided not to remove a director. They should also include the duties and powers of being a director, for example Rubini must greatly exercise her duties of care, skill and diligence. Other officers such as company secretary and auditor must be appointed at least one in the company and his legal position and duties must be clearly set out in company’s AA. In addition, they should include rights of various classes of shareholders in terms of company’s profitability, repayment of capital, transfer of shares, and decision making process. Detailed information regarding share capital should be clearly furnished such as methods of issuance of shares, transfer of shares, share buyback and reduction of capital. For debenture holders’ protection, they may need to state rules relating any fixed or floating charges attaching to specific properties as a security to creditors in case of unable to repay any loan or borrowing. Notices and procedures to meeting and winding up also must be stated in AA. Apart from that, they must insert restrictions as contained in Section 15(1) of Companies Act 1965 into MA and AA as a result of being a private limited company. For instance, it restricts its members’ rights to transfer shares. It also cannot have more than 50 members. The company, too, cannot raise capital by a way of offering shares and debentures to public or the public deposit money with the company. In a nutshell, they will receive certificate of incorporation upon successful registration of the company. Certificate of incorporation signifies that their company has been duly registered on date mentioned in it and restrictions in Section 15(1) of Companies Act 1965 will be effective. Besides, incorporation may bring forth effect that the company is a body corporate with the powers of an incorporated company, where it may sue or be sued in its own name, has a perpetual succession, may own property and the liability of its members may be limited. Question 3 During commencement of business, the company may wish to expand its business, change its name or alter provisions relating internal management. The company is permitted to do so by altering MA and AA by virtues of Section 21 and 31 of Companies Act 1965. MA is allowed to be altered to the extent and in the manner which is provided by the Act under Section 21 of Companies Act 1965. Meanwhile, Section 31 of Companies Act 1965 states that articles in AA may be altered or added by special resolution and become valid as if originally contained in the articles despite subjected to few limitations. The first issue arises in this question is whether the company is allowed to divert their initial objective in travel agency business and expand their business in exporting fresh food and vegetables. Upon incorporation, the legal capacity of the company is defined by object clause which has been stated in MA and it is not allowed to enter into any contract with third party, of which the purpose goes against its object. Otherwise, such act by the company is deemed to be an ultra vires act. Hence, the contract cannot be ratified by the company and considered as void contract which is shown in case Ashbury Railway v Riche. The company entered into a contract to build a railway station in Belgium for which the purpose went against their object clause of making, selling and hiring railway carriages. The court held that the contract was considered as void as it was beyond the legal capacity of the company to undertake it. So, in their situation, the company is not supposed to enter into any contract including exporting fresh food and vegetables because their legal capacity is only limited to travel agency business which tours around Sabah. However, Section 20 of Companies Act 1965 has provided that even an ultra vires contract is still valid if it has been executed despite company’s lack of capacity to enter into it. Meanwhile, if the contract has yet to be executed, minority shareholders may file for injunction to restrain company from performing the contract. Nevertheless, it is for the company’s best interest to evade the purpose of ultra vires doctrine by altering its object clause under Section 28 of Companies Act 1965. In case Bell House Ltd. v City Wall Properties Ltd. , defendant refused to pay procuration fee to company on the ground that the contract was made outside company’s object clause. However, there was such clause in MA which allowed company ‘to carry on business or any trade whatsoever in opinion of board of directors be advantageously carried on by the company in connection with or ancillary to any of the above business or the general business of the company’. Although there was no relationship with main object clause, the court held that it was within plaintiff’s legal capacity due to the bona fide opinion of board of directors. Therefore, based on their situation, the company can widen the scope of object clause by adding such clause into their MA in order for them to expand their business in exporting fresh food and vegetables. Apart from that, notices must be sent out to all members within 21 days of the general meeting and the company must pass a special resolution from members who attend and vote at the general meeting. Then, if there is no objection to the alteration within 21 days after passing of resolution, the company has to lodge with ROC within 14 days in order for the alteration to come in effective. The second issue arises is whether the company can alter its name in MA from Friendly Tours Sdn Bhd to Borneo Connection Sdn Bhd. Prior to alternation, the company must conduct name search and apply to ROC to check on availability of its proposed new name which is Borneo Connection Sdn Bhd. It must also ensure that the new name is not undesirable or unacceptable in the opinion of ROC or similar to the name of an existing company. Once it obtains approval from ROC, the new name will be automatically reserved for 3 months and the company must perform steps to change its name within the reservation period. Then, under Section 23(1) of Companies Act 1965, the company must provide notice of 21 days to all members of the general meeting and pass a special resolution from members who attend and vote at the general meeting. Upon that, ROC will only re-issue certificate of incorporation under the new name i. e. Borneo Connection Sdn Bhd and effects are taken into place. However, the company remains the same legal entity as the change of name will not affect any rights or liabilities of the company. In the third situation, Sarah was appointed as the Managing Director of the company instead of Rubini as stated in AA. Firstly, the first issue arises is regarding validity of naming Rubini as Managing Director in AA. Section 123 of Companies Act 1965 has stated that a person shall not be named as a director or proposed director in MA or AA or company’s prospectus but this section is not applicable to a private limited company. So, it is valid to name Rubini as the Managing Director. Assuming Rubini’s term of office is not stated in AA, she will hold office until the next Annual General Meeting where she will retire automatically and may be re-elected for next appointment. However, there is also a possibility where members of the company may remove Rubini as Managing Director by ordinary resolution before her term of office expires. Hence, Rubini should be given special notice of 28 days of the general meeting where she is proposed to be removed. Yet, based on the situation, she was not given any notice regarding removal of her position and Sarah was directly appointed as the Managing Director and therefore, it brought up straight to the next issue on whether Sarah is eligible to be appointed as Managing Director. The person must be a natural person who at least 18 years old and above, has consented to appointment and not being disqualified from being a director can be appointed as a director. So, it is assumed that Sarah has fulfilled the criterion and she can be appointed as the Managing Director. Upon successful appointment of Sarah as the Managing Director, it brought up the key issue on whether the contract between Rubini and the company is in breach. Section 33(1) of Companies Act 1965 has explained that MA and AA perate as a contract which only binding the company and its members, and members amongst themselves, but not between the company and outsiders. Generally, director is merely an officer but not a member of the company and so, he is considered as an outsider. Since he is not privy to the contracts, he cannot enforce any rights that MA or AA purport to confer upon them. However, Rubini has been validly named as the Managing Director of the company in AA and so, she has a valid contract between the company and herself. Therefore, she can enforce her rights against the company if the company fails to observe provisions in AA. This situation is supported by the case Southern Foundries v Shirlaw. Shirlaw sued for breach of contract because he was removed by Federation Foundries which altered the articles of Southern Foundries to give them power to remove Shirlaw before his ten years term of office was expired. The court held that an alteration of the articles was not amounted to a breach of contract but their act on altered articles was deemed to be and, therefore, Shirlaw was only entitled to damages. From the case, judge of the case has laid down the general principles where a company is not precluded from altering its articles so as to give itself to act upon altered articles, but acting on altered articles is construed as a breach of contract. Moreover, no injunction can be granted to prevent the adoption of the new articles but damages was the only remedy for breach of contract. In Rubini’s situation, there is a breach of contract as the company appointed Sarah as the Managing Director instead of her who has been stated in AA and it was assumed that the alteration of articles was in progress. Yet, she cannot re-enforce her appointment since she cannot prevent company from altering its AA as it is given the power to do so under Section 33(1) of Companies Act 1965. So, she can only obtain damages for wrongful dismissal. In conclusion, the company is allowed to expand its business scope and change its name to a new name as long as it passes special resolution. However, Rubini was only entitled to damages as a result of wrongful dismissal because she cannot restrain the company from performing alteration in articles.