Australian refugee contractor accused of breaching its duty of care

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Australian refugee contractor accused of breaching its duty of care

Friday, December 30, 2005

Contents

  • 1 Richard Niyonsaba
  • 2 Denial of food
  • 3 Background and Criticisms
  • 4 Sources

The Australian Centre for Languages, a company which has a multi-million dollar contract with the Australian government to provide refugee services, has been accused of breaching its duty of care following the death of a chronically ill child and allegations of failing to provide three women in their care with food.

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A Case Of Infantigo: Spread The Word!

By Rita Somenthal

I didn’t know what infantigo was until one strange day, while I was traveling back from Argenntina. This could happen to your son or daughter, so please read this article and get informed.

My son caught infantigo while we were traveling home from Argentina on an airplane. He had an open wound on his wrist from a torn aluminum juice can, and the wound grew more and more infected.

[youtube]http://www.youtube.com/watch?v=X1C4NVZGlQU[/youtube]

At first we thought that he was having an allergic reaction, but the symptoms didn’t go away after a full day, so we thought it best to seek the advice of a professional doctor. The next day we were home, our family doctor recognized the rash immediately and prescribed antibiotics and rest for our little boy. The antibiotics cleared up the infantigo within one week, which was a relief indeed.

Our family had no idea that this bacterial disease existed until this happened to us, so I’m writing this article as an informative venture for any parent who is unaware of its existence.

Any public area is a potential high risk area for conditions like infantigo (impetigo) that can be transmitted from person to person. The bacteria are transferred when an infected person touches any infected object with his or her skin. Then the bacteria are picked up by an unsuspecting child (sometimes an adult) who touches the contaminated item later.

It is important to note that the infantigo bacteria can only enter the human system through cuts or abrasions in the skin. If the skin is healthy then the bacteria will not be able to get in. If your child has a cut, make sure to wash with soap frequently to avoid this nasty bacterial infection. And remember that door handles, luggage trolley handles, hand railings, seats and seat belts etc all provide good opportunities for the bacteria to spread.

About the Author: Rita Somenthal is a concerned mother. She has founded

ainfantigo.com

to help spread the word, not the bacteria!

Source:

isnare.com

Permanent Link:

isnare.com/?aid=28930&ca=Wellness%2C+Fitness+and+Diet

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Víctor Valdés to play in Belgian Pro League; Manchester United loans Valdés to Standard Liège till season end

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Víctor Valdés to play in Belgian Pro League; Manchester United loans Valdés to Standard Liège till season end

Wednesday, January 27, 2016

On Sunday, Manchester United announced the loan of their Spanish goalkeeper Víctor Valdés to Belgian club Standard Liège for the rest of the season.

Last year, Valdés signed an 18-month contract with the English club, but the three-time UEFA Champions League winner was given very little opportunity at Old Trafford. He made only two appearances for The Reds last season, after David de Gea was injured. Relations between Manchester United manager Louis van Gaal and Valdés were not good. Van Gaal did not pick him for the pre-season tour to the United States, saying Valdés was unwilling to play a game with the under-21 team.

This season, Valdés was not allowed in the locker room, and van Gaal prevented him from training with the main squad and the under-21 team. The official team photograph omitted him.

Valdés was a member of Spain’s squad for the World Cup in 2010 and for Euro 2012, collecting a winner’s medal both times. Per Manchester United’s statement, “Manchester United and Standard Liege have reached agreement for the temporary transfer of goalkeeper Victor Valdes, effective until the end of the current season. The deal is subject to formalities being completed.”

On Instagram, he posted a photo that read “Thank you all for your support during these months of hard work for me, i will never forget! See you soon!”

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Sesame Street to promote healthy lifestyles

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Sesame Street to promote healthy lifestyles

Monday, April 11, 2005

PBS has recently decided it was time their Cookie Monster was sent on a diet. Sesame Street‘s cookie-loving Muppet icon developed a sudden interest in vegetables, as part of PBS’s drive to instill a healthy lifestyle in children.

The blue furry monster’s makeover comes as part of a larger plan, introducing additional characters as well. Intended new cast members include talking eggplants and carrots, among others.

According to the Sesame Street Muppet Bios, “This season, Cookie Monster learns a lot about health and nutrition. Hoots the Owl explains in a song that ‘A Cookie is a Sometimes Food,’ and he joins Wyclef Jean in a rap song, ‘Healthy Food’.”

Every other day, health will be the focus of the shows. In addition, every other day there will be segments dealing with health/nutrition. There will be a “Health Moment” at the top of every show featuring special guests, celebrities and Sesame Street characters.

The producers of the show insist that they are not asking small children to go on a diet.

“We would never use the word ‘diet’ with pre-schoolers,” a spokeswoman told The New Zealand Herald.

Posted: February 14th, 2018 by

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Plane crashes into office block in Austin, Texas/suicide note

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Plane crashes into office block in Austin, Texas/suicide note

This is the online suicide letter authored by Andrew Stack, the man believed to be responsible for flying a light aircraft into a building in Austin, Texas. It was originally posted at Stack’s site, http://embeddedart.com/. The hosting company, T35, took the site offline per an FBI request. The note is reproduced here in its entirety.

If you’re reading this, you’re no doubt asking yourself, “Why did this have to happen?” The simple truth is that it is complicated and has been coming for a long time. The writing process, started many months ago, was intended to be therapy in the face of the looming realization that there isn’t enough therapy in the world that can fix what is really broken. Needless to say, this rant could fill volumes with example after example if I would let it. I find the process of writing it frustrating, tedious, and probably pointless… especially given my gross inability to gracefully articulate my thoughts in light of the storm raging in my head. Exactly what is therapeutic about that I’m not sure, but desperate times call for desperate measures.

We are all taught as children that without laws there would be no society, only anarchy. Sadly, starting at early ages we in this country have been brainwashed to believe that, in return for our dedication and service, our government stands for justice for all. We are further brainwashed to believe that there is freedom in this place, and that we should be ready to lay our lives down for the noble principals represented by its founding fathers. Remember? One of these was “no taxation without representation”. I have spent the total years of my adulthood unlearning that crap from only a few years of my childhood. These days anyone who really stands up for that principal is promptly labeled a “crackpot”, traitor and worse.

While very few working people would say they haven’t had their fair share of taxes (as can I), in my lifetime I can say with a great degree of certainty that there has never been a politician cast a vote on any matter with the likes of me or my interests in mind. Nor, for that matter, are they the least bit interested in me or anything I have to say.

Why is it that a handful of thugs and plunderers can commit unthinkable atrocities (and in the case of the GM executives, for scores of years) and when it’s time for their gravy train to crash under the weight of their gluttony and overwhelming stupidity, the force of the full federal government has no difficulty coming to their aid within days if not hours? Yet at the same time, the joke we call the American medical system, including the drug and insurance companies, are murdering tens of thousands of people a year and stealing from the corpses and victims they cripple, and this country’s leaders don’t see this as important as bailing out a few of their vile, rich cronies. Yet, the political “representatives” (thieves, liars, and self-serving scumbags is far more accurate) have endless time to sit around for year after year and debate the state of the “terrible health care problem”. It’s clear they see no crisis as long as the dead people don’t get in the way of their corporate profits rolling in.

And justice? You’ve got to be kidding!

How can any rational individual explain that white elephant conundrum in the middle of our tax system and, indeed, our entire legal system? Here we have a system that is, by far, too complicated for the brightest of the master scholars to understand. Yet, it mercilessly “holds accountable” its victims, claiming that they’re responsible for fully complying with laws not even the experts understand. The law “requires” a signature on the bottom of a tax filing; yet no one can say truthfully that they understand what they are signing; if that’s not “duress” than [sic] what is. If this is not the measure of a totalitarian regime, nothing is.

How did I get here?

My introduction to the real American nightmare starts back in the early ‘80s. Unfortunately after more than 16 years of school, somewhere along the line I picked up the absurd, pompous notion that I could read and understand plain English. Some friends introduced me to a group of people who were having ‘tax code’ readings and discussions. In particular, zeroed in on a section relating to the wonderful “exemptions” that make institutions like the vulgar, corrupt Catholic Church so incredibly wealthy. We carefully studied the law (with the help of some of the “best”, high-paid, experienced tax lawyers in the business), and then began to do exactly what the “big boys” were doing (except that we weren’t steeling [sic] from our congregation or lying to the government about our massive profits in the name of God). We took a great deal of care to make it all visible, following all of the rules, exactly the way the law said it was to be done.

The intent of this exercise and our efforts was to bring about a much-needed re-evaluation of the laws that allow the monsters of organized religion to make such a mockery of people who earn an honest living. However, this is where I learned that there are two “interpretations” for every law; one for the very rich, and one for the rest of us… Oh, and the monsters are the very ones making and enforcing the laws; the inquisition is still alive and well today in this country.

That little lesson in patriotism cost me $40,000+, 10 years of my life, and set my retirement plans back to 0. It made me realize for the first time that I live in a country with an ideology that is based on a total and complete lie. It also made me realize, not only how naive I had been, but also the incredible stupidity of the American public; that they buy, hook, line, and sinker, the crap about their “freedom”… and that they continue to do so with eyes closed in the face of overwhelming evidence and all that keeps happening in front of them.

Before even having to make a shaky recovery from the sting of the first lesson on what justice really means in this country (around 1984 after making my way through engineering school and still another five years of “paying my dues”), I felt I finally had to take a chance of launching my dream of becoming an independent engineer.

On the subjects of engineers and dreams of independence, I should digress somewhat to say that I’m sure that I inherited the fascination for creative problem solving from my father. I realized this at a very young age.

The significance of independence, however, came much later during my early years of college; at the age of 18 or 19 when I was living on my own as student in an apartment in Harrisburg, Pennsylvania. My neighbor was an elderly retired woman (80+ seemed ancient to me at that age) who was the widowed wife of a retired steel worker. Her husband had worked all his life in the steel mills of central Pennsylvania with promises from big business and the union that, for his 30 years of service, he would have a pension and medical care to look forward to in his retirement. Instead he was one of the thousands who got nothing because the incompetent mill management and corrupt union (not to mention the government) raided their pension funds and stole their retirement. All she had was social security to live on.

In retrospect, the situation was laughable because here I was living on peanut butter and bread (or Ritz crackers when I could afford to splurge) for months at a time. When I got to know this poor figure and heard her story I felt worse for her plight than for my own (I, after all, I thought I had everything to in front of me). I was genuinely appalled at one point, as we exchanged stories and commiserated with each other over our situations, when she in her grandmotherly fashion tried to convince me that I would be “healthier” eating cat food (like her) rather than trying to get all my substance from peanut butter and bread. I couldn’t quite go there, but the impression was made. I decided that I didn’t trust big business to take care of me, and that I would take responsibility for my own future and myself.

Return to the early ‘80s, and here I was off to a terrifying start as a ‘wet-behind-the-ears’ contract software engineer… and two years later, thanks to the fine backroom, midnight effort by the sleazy executives of Arthur Andersen (the very same folks who later brought us Enron and other such calamities) and an equally sleazy New York Senator (Patrick Moynihan), we saw the passage of 1986 tax reform act with its section 1706.

For you who are unfamiliar, here is the core text of the IRS Section 1706, defining the treatment of workers (such as contract engineers) for tax purposes. Visit this link for a conference committee report (http://www.synergistech.com/1706.shtml#ConferenceCommitteeReport) regarding the intended interpretation of Section 1706 and the relevant parts of Section 530, as amended. For information on how these laws affect technical services workers and their clients, read our discussion here (http://www.synergistech.com/ic-taxlaw.shtml).

SEC. 1706. TREATMENT OF CERTAIN TECHNICAL PERSONNEL.

(a) IN GENERAL – Section 530 of the Revenue Act of 1978 is amended by adding at the end thereof the following new subsection:

(d) EXCEPTION. – This section shall not apply in the case of an individual who pursuant to an arrangement between the taxpayer and another person, provides services for such other person as an engineer, designer, drafter, computer programmer, systems analyst, or other similarly skilled worker engaged in a similar line of work.

(b) EFFECTIVE DATE. – The amendment made by this section shall apply to remuneration paid and services rendered after December 31, 1986.

Note:

· “another person” is the client in the traditional job-shop relationship.

· “taxpayer” is the recruiter, broker, agency, or job shop.

· “individual”, “employee”, or “worker” is you.

Admittedly, you need to read the treatment to understand what it is saying but it’s not very complicated. The bottom line is that they may as well have put my name right in the text of section (d). Moreover, they could only have been more blunt if they would have came out and directly declared me a criminal and non-citizen slave. Twenty years later, I still can’t believe my eyes.

During 1987, I spent close to $5000 of my ‘pocket change’, and at least 1000 hours of my time writing, printing, and mailing to any senator, congressman, governor, or slug that might listen; none did, and they universally treated me as if I was wasting their time. I spent countless hours on the L.A. freeways driving to meetings and any and all of the disorganized professional groups who were attempting to mount a campaign against this atrocity. This, only to discover that our efforts were being easily derailed by a few moles from the brokers who were just beginning to enjoy the windfall from the new declaration of their “freedom”. Oh, and don’t forget, for all of the time I was spending on this, I was loosing income that I couldn’t bill clients.

After months of struggling it had clearly gotten to be a futile exercise. The best we could get for all of our trouble is a pronouncement from an IRS mouthpiece that they weren’t going to enforce that provision (read harass engineers and scientists). This immediately proved to be a lie, and the mere existence of the regulation began to have its impact on my bottom line; this, of course, was the intended effect.

Again, rewind my retirement plans back to 0 and shift them into idle. If I had any sense, I clearly should have left abandoned engineering and never looked back.

Instead I got busy working 100-hour workweeks. Then came the L.A. depression of the early 1990s. Our leaders decided that they didn’t need the all of those extra Air Force bases they had in Southern California, so they were closed; just like that. The result was economic devastation in the region that rivaled the widely publicized Texas S&L fiasco. However, because the government caused it, no one gave a shit about all of the young families who lost their homes or street after street of boarded up houses abandoned to the wealthy loan companies who received government funds to “shore up” their windfall. Again, I lost my retirement.

Years later, after weathering a divorce and the constant struggle trying to build some momentum with my business, I find myself once again beginning to finally pick up some speed. Then came the .COM bust and the 911 nightmare. Our leaders decided that all aircraft were grounded for what seemed like an eternity; and long after that, ‘special’ facilities like San Francisco were on security alert for months. This made access to my customers prohibitively expensive. Ironically, after what they had done the Government came to the aid of the airlines with billions of our tax dollars … as usual they left me to rot and die while they bailed out their rich, incompetent cronies WITH MY MONEY! After these events, there went my business but not quite yet all of my retirement and savings.

By this time, I’m thinking that it might be good for a change. Bye to California, I’ll try Austin for a while. So I moved, only to find out that this is a place with a highly inflated sense of self-importance and where damn little real engineering work is done. I’ve never experienced such a hard time finding work. The rates are 1/3 of what I was earning before the crash, because pay rates here are fixed by the three or four large companies in the area who are in collusion to drive down prices and wages… and this happens because the justice department is all on the take and doesn’t give a fuck about serving anyone or anything but themselves and their rich buddies.

To survive, I was forced to cannibalize my savings and retirement, the last of which was a small IRA. This came in a year with mammoth expenses and not a single dollar of income. I filed no return that year thinking that because I didn’t have any income there was no need. The sleazy government decided that they disagreed. But they didn’t notify me in time for me to launch a legal objection so when I attempted to get a protest filed with the court I was told I was no longer entitled to due process because the time to file ran out. Bend over for another $10,000 helping of justice.

So now we come to the present. After my experience with the CPA world, following the business crash I swore that I’d never enter another accountant’s office again. But here I am with a new marriage and a boatload of undocumented income, not to mention an expensive new business asset, a piano, which I had no idea how to handle. After considerable thought I decided that it would be irresponsible NOT to get professional help; a very big mistake.

When we received the forms back I was very optimistic that they were in order. I had taken all of the years information to Bill Ross, and he came back with results very similar to what I was expecting. Except that he had neglected to include the contents of Sheryl’s unreported income; $12,700 worth of it. To make matters worse, Ross knew all along this was missing and I didn’t have a clue until he pointed it out in the middle of the audit. By that time it had become brutally evident that he was representing himself and not me.

This left me stuck in the middle of this disaster trying to defend transactions that have no relationship to anything tax-related (at least the tax-related transactions were poorly documented). Things I never knew anything about and things my wife had no clue would ever matter to anyone. The end result is… well, just look around.

I remember reading about the stock market crash before the “great” depression and how there were wealthy bankers and businessmen jumping out of windows when they realized they screwed up and lost everything. Isn’t it ironic how far we’ve come in 60 years in this country that they now know how to fix that little economic problem; they just steal from the middle class (who doesn’t have any say in it, elections are a joke) to cover their asses and it’s “business-as-usual”. Now when the wealthy fuck up, the poor get to die for the mistakes… isn’t that a clever, tidy solution.

As government agencies go, the FAA is often justifiably referred to as a tombstone agency, though they are hardly alone. The recent presidential puppet GW Bush and his cronies in their eight years certainly reinforced for all of us that this criticism rings equally true for all of the government. Nothing changes unless there is a body count (unless it is in the interest of the wealthy sows at the government trough). In a government full of hypocrites from top to bottom, life is as cheap as their lies and their self-serving laws.

I know I’m hardly the first one to decide I have had all I can stand. It has always been a myth that people have stopped dying for their freedom in this country, and it isn’t limited to the blacks, and poor immigrants. I know there have been countless before me and there are sure to be as many after. But I also know that by not adding my body to the count, I insure nothing will change. I choose to not keep looking over my shoulder at “big brother” while he strips my carcass, I choose not to ignore what is going on all around me, I choose not to pretend that business as usual won’t continue; I have just had enough.

I can only hope that the numbers quickly get too big to be white washed and ignored that the American zombies wake up and revolt; it will take nothing less. I would only hope that by striking a nerve that stimulates the inevitable double standard, knee-jerk government reaction that results in more stupid draconian restrictions people wake up and begin to see the pompous political thugs and their mindless minions for what they are. Sadly, though I spent my entire life trying to believe it wasn’t so, but violence not only is the answer, it is the only answer. The cruel joke is that the really big chunks of shit at the top have known this all along and have been laughing, at and using this awareness against, fools like me all along.

I saw it written once that the definition of insanity is repeating the same process over and over and expecting the outcome to suddenly be different. I am finally ready to stop this insanity. Well, Mr. Big Brother IRS man, let’s try something different; take my pound of flesh and sleep well.

The communist creed: From each according to his ability, to each according to his need.

The capitalist creed: From each according to his gullibility, to each according to his greed.

Joe Stack (1956-2010)

02/18/2010

Posted: February 14th, 2018 by

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Only Exercise Jeep Parts And Accessories For You}

Only Exercise Jeep Parts And Accessories For You

by

Francisco Gardner

All of this chaos encourages drivers to emulate what they see resulting in very dangerous roads. Not everyone will street race after the movie, but most will. The fast and furious movie release weekends are some of most dangerous times to be on the road next to holidays. It is advised to drive with extra caution the weekend of the movie release.

A program for recycling plastic has been started and it has a code that marks disposable and recyclable plastic containers. We have all become familiar with the three arrows that make up a triangle. These codes are generally found on various plastics and within the triangle, there is usually a number. These numbers tell the grade of recycling your plastic container falls into.

First, visit an weather in the caribbean

store and buy a wire brush. Then, disconnect the terminals from your car battery and scrub off the grime and corrosion that has accumulated on the poles. Look at the interior of the terminals and clean them is they’re dirty. Cleaning the battery improves the connection and reduces the chances of losing a charge. Once they’re poles and terminals are clean, reconnect them.

Figure out what you need, and write it down. By knowing exactly what you’re looking for, you’ll be able to narrow down your search to find it quickly and easily.

Of course, you can say that this vehicle is unique in its own way. It is a combination of various auto technologies and auto features that works with a cool synergy which gives the vehicle a unique boost in appeal and performance. Of course, it would not come with Volvo 260 Series parts. It would be coming with its own knoxville Auto Parts that would give it a unique look.

As important as everything we’ve discussed is , if you do not link back to your site within your article , you are missing the boat on the whole purpose of the article. Of course , educating the reader , entertaining the reader , etc. is important but it is only important for one reason…..to get them to your site!

Some steering wheel covers are made of soft, stretchy material while others are made of harder material that is more rigid. A more flexible one might be easier to put on. Always make sure to measure your steering wheel before you buy a cover to avoid buying one that does not fit. Even the smallest measurement difference can be a problem and prevent the cover from fitting properly. You may also want to ensure that the material will not rip or tear easily either.

Strength- Steel is one of the strongest materials known so far. And this is the main reason why it has become an important part of our life. It is present in furniture, kitchen and bar equipments, work tops, etc. Because it is strong most of the people prefer to use it. It is its strength that it is used in pull a part knoxville, motor vehicles, marine, aircraft, aerospace crafts, etc. Steel is an element that is hard, and has elasticity and strength. It can withstand with great amount of force.

When a classic car like a BMW is owned by someone then he should be very particular about the car parts and car accessories he purchases for his prized position- his BMW. A BMW is an expensive car and it is a classic. Each version of the BMW has something different to offer and the car parts for each car will be different. Earlier when a car owner wanted to buy car parts for his BMW, then he would have to visit the car showroom and order for the part. Sometimes it so happens that the particular BMW parts may be out of stock. In such a situation, it might take very long for the part to come into the hands of the car owner. The better option is to purchase the car part from an online car parts and accessories store.

With so many moving parts, your vehicle depends on fluids in the system to lubricate it and keep it running efficiently. Make sure you replenish these fluids before embarking on a long car trip. This will keep your engine, steering and other systems functioning smoothly.

Hi certainly, there.

Let me start by introducing the author, his name is Christian and he loves thought. What his along with him love is caravaning and he is trying to really a task. Production and planning is how i make a full time income. North Carolina is where she’s been living not that long ago.Check out in case you news in this little website: http://blingee.com/profile/baker10grau/editIn case you loved this short article and you would want to receive more details about eArticlesOnline.com}

Posted: February 13th, 2018 by

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Shooting at Indian Institute of Science, Bangalore

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Shooting at Indian Institute of Science, Bangalore

Wednesday, December 28, 2005

A shooting at the Indian Institute of Science, at Bangalore, India, left a professor dead.

The shooting occurred during a dinner being hosted in honour of a conference which was attended by academicians across the country. Indiscriminate firing by unidentified assailants led to a number of scientists and technicians getting injured, including a professor from the Indian Institute of Technology at New Delhi, who later died of his injuries. Police believe an automatic weapon was used. The assailants, who reportedly drove in unchallenged through the main gates, have not yet been apprehended, and Bangalore is currently in a state of lockdown, with a red alert being declared by the government. No terrorist outfits have claimed responsibility yet.

The name of the Professor who was killed in the attack was M.C.Puri a retired professor of mathematics in IIT, Delhi.

Posted: February 13th, 2018 by

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40 million credit cards compromised

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40 million credit cards compromised

Saturday, June 18, 2005

MasterCard International announced Friday that multiple instances of fraud have been tracked back to CardSystems Solutions, Inc., a company that processes credit card transactions and other payments. Customer names, banks, and account numbers of up to 40 million cardholders have been exposed, of which about 13.9 million are MasterCard-branded cards, the company said. Visa and American Express cards were also affected.

“The breach appears to be the largest yet involving financial data,” said David Sobel, of the Electronic Privacy Information Center.

CardSystems issued a statement late on Friday that said it learned of the potential breach 26 days ago, but that the FBI told the company not to advise the cardholders nor the public at large. CardSystems also said their statement had been vetted by the FBI.

A spokesperson for the FBI said that the agency had asked CardSystems not to disclose information that could compromise the investigation, but that it had not asked CardSystems to fail to disclose the breach at all.

Michael A. Brady, C.F.O. of CardSystems, told the Associated Press that “we’re absolutely blindsided by a press release by the association,” when speaking of MasterCard’s release. A MasterCard spokesperson said that the company was obligated to inform its customers of the breach.

MasterCard spokesperson Sharon Gamsin said that CardSystems was hit by a virus-like computer script that stole customer data for the purpose of fraud. She said MasterCard does not know how the script got into the CardSystem network.

Sobel said this theft “indicates that this is a shadowy industry where the consumer never really knows who is going to be handling and using their personal information. Presumably, the affected consumers thought they were dealing with MasterCard.” Having a third-party process credit card transactions is common practice in the industry.

Posted: February 13th, 2018 by

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Leading luxury businesses to form a joint venture

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Leading luxury businesses to form a joint venture

Tuesday, March 6, 2007

Richemont and Polo Ralph Lauren decided to join their skills and rich experience in order to form a joint venture, the name of which is Polo Ralph Lauren Watch and Jewelry Company, S.A.R.L. The representatives of the global luxury business decided to unite their efforts in order to develop luxury timepieces and fine jewelry items.

After the new products are manufactured, they will be distributed through Ralph Lauren boutiques and independent retailers of jewelery items and luxury timepieces. The first jointly developed products are to appear in the fall of the following year.

Richemont and Polo Ralph Lauren will equally share 50 percent of the new joint venture. The partners hope for long-term cooperation. The union will be a completely new experience for both Richemont, which has never cooperated with a luxury fashion designer before, and Polo Ralph Lauren, which, until the present day, has not maintained any links with the precious jewelry and luxury watch businesses.

Ralph Lauren, holding the post of Polo Ralph Lauren’s Chairman and Chief Executive Officer , believes that the company’s experience in the area of designing and marketing luxury lifestyle products will blend with Richemont’s experience on a global scale.

Johann Rupert, owning the position of Richemont’s Executive Chairman counts on Ralph Lauren’s reputation and image based upon distinctive taste, style and attention to detail. He hopes that the newly formed joint venture will benefit from these factors, as well Richemont’s expertise in the area of jewelry and watches.

Posted: February 13th, 2018 by

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The Optimal Exit Strategy Business Transition/Exit Planning For Private Business Owners

The Challenge

This past year has been a difficult one for business owners seeking an exit. Is this the recession, or a reflection of a longer term reality? The answer, it seems, is that exiting business owners will need to engage a new reality for the foreseeable future. According to an article published by Robert Avery of Cornell University in February 2006, “the majority of boomer wealth is held in 12 million privately owned businesses, of which more than 70% are expected to change hands in the next 10 to 15 years.” Only a portion of these businesses will successfully cash out, because of a fundamental oversupply of sellers.

Key Mistakes Sellers Make

Business owners make a mistake when they allow too little time to complete a properly executed business exit strategy. Another mistake owners make is focusing on the price while disregarding the terms and structure of an exit transaction. Other key mistakes business owners make in exiting their companies are:

  • selling to the (only) competitor who approaches them
  • not using experienced advisors (hoping to save transaction costs)
  • setting expectations based on personal needs and without reference to the market
  • failing to explore legitimate positioning strategies

Buyers of middle market companies don’t buy jobs for themselves in the way that small business buyers do, they “invest” with the expectation of a return commensurate with the risk. Nothing enhances a buyer’s perception of value more than:

  • evidence of sustainable growth
  • a capable management team as the key to managing the risk

The Business owner who engages professional advisors, plans thoroughly, and negotiates to ensure that the wealth transfer mechanism chosen most closely delivers on his goals is the business owner who will have executed the optimal exit strategy.

Characteristics which Appeal to Buyers

If the fundamental laws of risk and reward prevail, only the least risky and most profitable businesses will change hands successfully. With buyers focusing on businesses which represent good investments capable of operating with little or no dependence on their owners, the following characteristics will be seen as desirable:

  • Businesses which have scaled beyond a total dependence on the owner
  • proprietary products, services or processes
  • strong, remaining management
  • defensible, differentiated market position
  • stable, diverse customer base
  • recurring revenue business model
  • business growth (opportunities)
  • strong operating margins
  • manageable business risk
  • quality business and accounting systems
  • audited annual and timely internal monthly financial statements

Defining the Exit

Exiting is more than Selling

[youtube]http://www.youtube.com/watch?v=0uTJGXMw0w0[/youtube]

Exit Planning is a process involving the development and execution of a series of systematic steps taken to allow both the owner and the “accumulated wealth” to be extracted from the business, via one or more of the numerous available strategies, including:

  • Selling the business to partners, strategic buyers, investors, competitors, international buyers, or the public
  • Recapitalizing the business for partial liquidity
  • Merging the business to achieve enhance valuation and/or marketability
  • Transferring the business to family, management or employees
  • Gifting the business to meet personal and/or tax planning goals
  • Liquidating or partially liquidating the business

Exiting is a process, not an event.

The Optimal Exit will be achieved through the implementation of a managed process which includes:

  • Establishing a business valuation reference point
  • Clarifying “Life-after-Business” goals
  • Working with a team of specialist advisors
  • Preparing a written plan ? Identifying and evaluating the applicable alternative strategies (options)
  • Executing any necessary positioning or preliminary strategies
  • Executing the selected exit strategy

Exiting is a complex subject with many moving parts. No single advisor is an expert in all aspects, so the process should involve inputs from a team of experienced advisors, and should address the possible need to re-position the business before going to market.

Setting Goals

Clarifying the Endgame

The Exit Strategy begins with the M&A Advisor providing a likely range of the pricing, terms and structure expected from a sale in the current market. The Financial Planner or Wealth Manager then develops a plan to invest the after-tax wealth extracted from the business to meet lifestyle and life-after-business goals. For the majority of business owners, this newly liquidated business wealth will constitute a meaningful portion of the total wealth driving the financial, tax and estate plans. The key, then, to beginning the exit planning process, is to clarify the endgame, taking into account the likely value of extracted business wealth.

  • Legacy Goals – what will have been your contribution?
  • Lifestyle and Life-after-Business Goals – what do you want from the next phase of your life?
  • Estate Planning Goals – how will you ensure that your estate passes to your heirs in the most tax efficient way?
  • Exit Strategy Goals – based on all of the above, what are the priorities to be met by your selected exit strategy as to risk, time, wealth and income?

Selecting a Team

Play the “A” Team

The M&A Advisor should assemble and coordinate a team, including existing advisors where applicable, that will ensure:

  • access to all appropriate options and opportunities
  • being fully informed as to the merits and demerits of proposed strategies
  • having expert counsel and representation

The team must include the necessary knowledge, skills and experience in Mergers & Acquisitions, Corporate Law, Taxation and Financial Planning/Wealth Management. It may also include specialists in ESOPs, insurance, personnel and business consulting disciplines.

Writing a Plan

Planning Precedes Execution

Business owners should not expect to exit successfully in the next 10 years without figuring out how best to exit and what preparatory steps should be taken.and should not assume they can wait until they are “ready”. While the critical execution phase will not be a problem for most take-charge entrepreneur business owners, the planning for an exit will be foreign to them as exiting has never been their purpose. Their purpose has been to create and build, and to consider the exit (if at all) a retreat. The M&A Advisor should coordinate a collaborative team effort to prepare a written Exit Plan incorporating a valuation of the business, a statement of goals and objectives, a review of alternative strategies (options), an analysis of the gap between the goals and the options, and strategies for closing the gap.

Reconciling Goals and Options

Once one has established an indication of the Expected Wealth Transfer (the after-tax proceeds from the business exit) on the one hand, and an estimate of the Targeted Wealth Transfer (the wealth transfer required to provide the personal life-after-business goals) on the other, the business owner and the exit team must now reconcile the two before selecting and implementing an exit strategy. Whether or not the expected and targeted wealth transfer values are the same, the owner should review all exit options, and should also evaluate a number of Positioning Strategies for execution prior to implementing an Exit Strategy. Reconciliation or Closing the Gap is an iterative process of evaluating combinations of positioning and business exit strategies that will yield a release of wealth (the Expected Wealth Transfer) compatible, as to quality, time, value and certainty, with achieving the specified goals and the associated Targeted Wealth Transfer. Closing the gap may also involve modification of the Targeted Wealth Transfer. Again, notice that there are two key points of inflection for matching the exit with the personal goals:

  1. The ability to vary the value, timing and certainty associated with extracting the business wealth
  2. The ability to vary the timing, risk tolerance, estate wealth, living standards and other variables inherent in the personal goals

A key issue business owners face in considering Positioning Strategies is the very central question of the risk – reward paradigm. Positioning strategies cannot be executed entirely without risk, but manageable risk strategies may deserve consideration if they serve to better ensure that the business wealth will be delivered in the context, amount, time and certainty needed to meet the identified personal goals.

Positioning Strategies

Corporate Value Enhancement

The team should look at the corporate structure and governance mechanisms to consider whether the business is optimally positioned for the intended business exit. For instance, an asset sale from a C Corp could result in tax obligations at both the corporate and the individual levels. Conversion to an S Corp may be advantageous, but the tax benefits vest over an extended period of time. The make-up of the Board and any Advisory Board may also have an impact on the value perceived by a buyer. Management strength is considered below. From the standpoints of scale, product or market diversity, management strength or any number of others, the business may benefit from a combination with or consolidation into another business prior to its sale. Alternatively, it may be desirable to spin-off one or more non-synergistic or non-performing divisions to increase profitability or allow greater management focus.

Business Value Enhancement

Business value enhancement strategies generally influence valuation because of their perceived impact on risk, growth or profit margins. At the top of many buyers’ lists is the need to see a strong, experienced and motivated management in place. For financial buyers, this often includes the need to be assured that management has skin in the game, typically an equity interest. Improvements in profit margins are strongest when they are reflected in trailing (historical) earnings. More recently effected changes, or even planned changes, can also influence valuation, however, if the benefit of the changes can be quantified and demonstrated. Because of the multiplier effect built into earnings-based valuations, a $1mm earnings improvement may increase the valuation by, say, $5mm. It doesn’t seem entirely logical that an exiting business owner would have unexplored opportunities available for making improvements to the business. It’s a little like living with an outdated kitchen and upgrading just before selling the house. As in the real estate analogy, the stakes are higher at the time of exit, and the focus on marketability and valuation greater, so these opportunities often do exist. Other business value enhancement strategies include:

  • Reviewing and revising the revenue and/or business models
  • Implementing product / market enhancement plans
  • Expanding and diversifying the customer base
  • Securing title to patents and intellectual property
  • Commissioning of financial and operational audits
  • Strengthening or upgrading of systems and procedures
  • Documenting or codifying contractual relationships (employees, vendors, customers, debt)

Business Marketability Enhancement

If growth opportunity, managed risk and strong margins are the foundation for building value enhancement strategies, then clarity, transparency and certainty are the engines which drive marketability. Business performance is clearly reported and accounted for, activities and status are transparent to the buyer, and all information portrays a level of certainty about the future. Experienced buyers know that completing acquisitions is a time-consuming and expensive exercise. Buyers will perceive greater clarity, transparency and certainty, and therefore be more motivated to engage, when the seller has:

  • Audited financial statements
  • A business plan with a clearly defined growth path
  • An in-place sector-experienced management
  • Current market metrics and analysis

Multi-Step Liquidation Strategies

Reference is made above to the risk-reward paradigm. This fundamental reality plays out in ways too numerous to mention, including strategies elected by business owners to both take cash off the table to reduce risk/exposure as in a re-cap, and assume reasonable risks for an enhanced valuation as in an earn-out structure. Consider:

  • The lowest price is an all cash price (not often available in today’s market)
  • Waiting before selling is risky
  • Participating in an industry consolidation or roll-up increases the risks and uncertainty of an exit, but potentially enhances marketability and yields a greater valuation

A classic two-stage exit is accomplished by means of a re-capitalization in which an investor / partner / buyer acquires part of the business with an expectation to either buy the rest of the business or to market the business in cooperation with the remaining owner at a later time and at a greater valuation. The owner takes some chips off the table, but retains a stake, and usually continues to participate in management. Merging the business into one or more other businesses before exiting can lead to increased marketability and even an improved valuation sometimes referred to as multiple bump. Consider a $20mm revenue business with earnings of $3mm which commands a valuation of $15mm (or a 5 multiple). Combining that business into a $100mm business with earnings of $15mm and which commands a valuation of $90mm (a multiple of 6), now values the original company’s participation at $18mm, and the consolidation strategy has yielded a $3mm valuation gain.

Transaction Structuring Strategies

Every step along the complex path of executing an exit strategy demands access to advice from professionals who have been there and who know the opportunities and the pitfalls. Even though the structuring of the exit transaction comes toward the end of the process, structuring is included here as a positioning strategy because it impacts the value of the Expected Wealth Transfer. Key structuring considerations include:

  • Considerations of risk and reward
  • Tax considerations
  • What incomes and expenses are included (i.e. belong to the transacted business)?
  • What assets and liabilities are ex/included
  • What pre-transaction liquidation, settlement/exclusion opportunities exist?
  • What relationships between buyer and seller arise? (employment, advisory, landlord, supplier, partners, etc.)
  • Documenting or codifying contractual relationships (employees, vendors, customers, debt)

The majority of middle-market businesses bought and sold derive their valuation, at least in part, from cash flow or earnings. The very key question then arises: “What assets and liabilities are essential to and an integral part of the ongoing enterprise, thereby supporting the established earnings flow?”

Exit Strategies

The business owner should have his M&A Advisor prepare an analysis of the fit and applicability of each of the exit strategy options to the stated goal and objectives. Not all options will fit every business or every set of goals. Individual strategies might include:

  • Sale to Partner, Competitor, Strategic Buyer, Financial Buyer, International Buyer, the Public
  • Re-Cap
  • Merge
  • Transfer to Family, Management, Employees
  • Gift
  • Liquidate

Benefits of a Planned Exit

The primary purpose of approaching a business exit in a systematic, goal-focused and planned way is to dramatically increase the likelihood that the outcome will be optimal to the stated goals. The employment of a team of professional and experienced advisors will add a cost of, say, 3% – 6% of the wealth transferred, but will potentially add considerably more value by:

  • mitigating against a failure of the mission
  • dramatically expediting the mission
  • intermediating the process to eliminate the risks associated with direct negotiations between principals
  • increasing the negotiated value of the mission
  • reducing the income tax burden
  • helping to reconcile the Expected Wealth Transfer to the Targeted

Wealth Transfer

…not to mention providing the knowledge and human resources to navigate a complex and time-consuming labyrinth of decision making and task execution.

Article Source: sooperarticles.com/business-articles/strategic-management-articles/optimal-exit-strategy-business-transitionexit-planning-private-business-owners-66044.html

About Author:

Peter Heydenrych’s entrepreneurial experience, as the owner of service/manufacturing companies, provides perspective and ability to plan and execute successful business exit strategies, based on a thorough understanding of M&A transactions.Author: Peter Heydenrych

Posted: February 13th, 2018 by

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