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The Mergers & Acquisitions Review - Edition 13
Adriano Castello Branco
Claudio M Oksenberg
João Marcelino Cavalcanti Junior
Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados
I OVERVIEW OF M&A ACTIVITY
Following a slight recovery of 2017, Brazil's economy experienced a modest growth in gross domestic product (GDP) of 1.1 per cent in 2018. M&A activity followed this lead. According to PricewaterhouseCoopers,2 there were 658 transactions in 2018, representing an increase of 2.3 per cent compared to the 643 deals completed in 2017. Foreign investors conducted 231 transactions, representing an 8 per cent decrease comparing to the 252 deals recorded in 2017, and private equity activity was down to 136 transactions among Brazilian and non-Brazilian investors,3 compared to 147 transactions in 2017.
Major deals announced in 2018 with Brazilian involvement included:
Boeing's US$4.2 billion joint venture with Embraer;
Rhône Capital's acquisition of Fogo de Chão for US$560 million;
Kroton Educacional's acquisition of Somos Educação for US$1.5 billion; and
Suzano Papel e Celulose's merger with Fibria Celulose, with a value of 36.7 billion reais.
The results of the presidential and Congress elections in October 2018 gave the market a more optimistic outlook for M&A activities in the first quarter of 2019. Although the expectations have not been not fully met, the market was still very active and performing well: there were 233 announced transactions for a total aggregate value of 29.5 billion reais.4
Deals announced to date in 2019 include the ongoing US$905 million acquisition of Nextel Brasil by América Móvil, the acquisition of Chevron Brasil by PetroRio for US$400 million, the ongoing US$615.5 million sale by Odebrecht Mobilidade of Supervia - Concessionária de Transporte Ferroviário to Guarana Urban Mobility, the 2 billion reais sale by Odebrecht Rodovias of Concessionária Rota das Bandeiras to Farallon Capital Management, and the acquisition of 100 per cent of the capital stock of Drogaria Onofre Ltda (owned by subsidiaries of CVS Health Corporation) by Raia Drogasil SA, Brazil's largest pharmacy retail chain.
II GENERAL INTRODUCTION TO THE LEGAL FRAMEWORK FOR M&A
M&A are regulated mainly by the Brazilian Corporation Law,5 and rules, regulations, opinions and precedents of the Brazilian Securities Commission (CVM) (CVM Regulations), including:
CVM Rule No. 319 (mergers involving public companies);
CVM Rule No. 358 (disclosure of material information by public companies);
CVM Rule No. 361 (tender offers);
CVM Rule No. 481 (disclosure of information prior to shareholders' meetings and proxy solicitations);
CVM Rule No. 561 (remote participation and voting of shareholders at shareholders' meetings);
CVM Rule No. 565 (disclosure requirements for M&A transactions);
CVM Rule No. 567 (disclosure requirements regarding share buyback programmes and transactions with own shares);
CVM Rule No. 568 (use and disclosure of information of significant investments in listed companies);
CVM Rule No. 570 (application of remote voting rules);
CVM Opinion No. 34 (conflicts of interest);
CVM Opinion No. 35 (fiduciary duties);
CVM Opinion No. 36 (poison pills); and
in the case of companies listed on the Novo Mercado or Level 2 listing segments of B3 (the São Paulo Stock Exchange), the corresponding listing rules (in addition to tax, antitrust and regulatory rules).
M&A deals involving solely closely held companies are only subject to the provisions of the Corporation Law (excluding those provisions exclusively applicable to publicly held companies), and the Brazilian Civil Code if they are limited liability companies (limitadas). Transactions that involve public companies, in addition to the CVM Regulations, are also regulated by the applicable listing rules.
Foreign investment is restricted in certain industries as follows:
aviation: after several legislative initiatives in recent years to end the limitations to non-Brazilian capital on the voting capital of Brazilian airline companies, such nationality restrictions are no longer applicable after the approval of Law 13,482/19 on 17 June 2019;
public services: telecommunications, electric energy distribution, gas distribution and rail transport, to name but a few public services in Brazil, are provided directly by the government (by means of state-owned companies) or by private parties who become responsible for the provision of such services through the execution of concessions agreements, permissions or authorisations As a rule, non-Brazilian investment is allowed, subject to certain restrictions (for instance, transfers of control of public service concessionaires may be subject to prior government approval);
real estate: the acquisition of rural land in Brazil by foreigners is subject to certain restrictions, which may apply to Brazilian companies where the majority of the capital is held or controlled by foreigners (e.g., prior authorisation from a government authority may be required for title transfer);
mining: foreign investment must be made through a Brazilian entity, with mining in national border zones being restricted (transfers of mining rights are also subject to prior government approval);
oil and radioactive minerals are a Brazilian state monopoly; oil-related activities by private or state-owned companies are subject to concession or authorisation;
radio and television broadcasting and journalistic companies: foreign capital is limited to 30 per cent of the company's capital; and
banking: subject to the prior approval of the government, in addition to Brazilian Central Bank approval (transfers of control of financial institutions or of significant stakes therein are also subject to prior government approval).
III DEVELOPMENTS IN CORPORATE AND TAKEOVER LAW AND THEIR IMPACT
On 2 January 2018, the new version of the Novo Mercado listing segment rules (New Rules) came into force, with certain provisions already in effect that impact on specific tender offer proceedings. Essentially, the New Rules aim to demonstrate B3's intention to simplify tender offer proceedings, adapt tender offers to the market's reality and reduce the extensive provisions once considered mandatory in the by-laws of companies listed with the Novo Mercado. The main changes can be summarised as follows.
The previous Novo Mercado rules (Previous Rules) set a relative presumption of control for any shareholder, or group of shareholders, that holds shares enough to ensure an absolute majority of the votes in the last three shareholders' meetings, even if such shares do not represent an absolute majority of the company's total voting capital. This presumption was excluded from the New Rules, and the concept of control under the Novo Mercado New Rules is aligned with the Corporation Law.
A mandatory tender offer as a result of an acquisition of control is still an obligation under the Novo Mercado. Pursuant to the Previous Rules, in the case of an acquisition of control by several different transactions, the purchaser was required to pay the difference between the price of the tender offer and the amount paid for shares acquired by the purchaser in a stock exchange in the six-month period prior to the date of such acquisition of corporate control, which is no longer necessary under the New Rules.
As to a delisting tender offer (DTO) from the Novo Mercado, pursuant to the New Rules, the prior approval of the delisting by a shareholders' meeting is no longer required. The DTO must be accepted (or the delisting consented to) by more than one-third of the free float shares,6 unless a higher quorum is set forth in a company's by-laws. Furthermore, the requirement to launch a DTO may be even waived by a shareholders' meeting installed in the first call with the presence of at least two-thirds of the free float shares and approved by the majority of holders of the free float shares attending the meeting. With respect to the price of the DTO, the rules of CVM Rule 361 will be generally applicable, as opposed to the Previous Rules, which had several specific provisions applicable only to companies listed on the Novo Mercado. The New Rules also eliminate the obligation that holders of the free float shares had to elect the appraiser that would determine the economic value of the company (for purposes of the price to be paid under the DTO) based on a list of three prospective appraisers recommended by the board of directors. Nonetheless, the price per share of the DTO must be fair (based on book value, market value of the company's assets, discounted cash flow, comparable multiples, market value or any other criteria accepted by CVM), and it can be challenged by minority shareholders with at least 10 per cent of the company's outstanding shares, according to the Corporation Law.
Concerning a tender offer for the cancellation of a company's registry as a publicly traded company, pursuant to the New Rules, it will follow the relevant proceedings set forth in CVM Rule 361, as opposed to the Previous Rules, which had a set of specific provisions applicable for such tender offer.
Finally, with respect to the board of directors' opinion, required within a time frame of up to 15 days counted as of the release of a tender offer's public notice, under the New Rules, in addition to the convenience and opportunity of a tender offer and the strategic plans of an offeror (which were already provided under the Previous Rules), the opinion must also state the available alternatives to the acceptance of the tender offer in the market, aiming to enable investors to be informed about the potential implications of choosing whether to participate in the relevant tender offer or not.
IV FOREIGN INVOLVEMENT IN M&A TRANSACTIONS
In 2018, Brazil experienced a slight downturn in foreign involvement in M&A transactions. Non-Brazilian investors saw a decrease in the number of transactions – 231 up to December 2018 – which represents a decrease of 8 per cent when compared to 252 transactions in 2017.7
Nevertheless, foreign investors took a leading role in major acquisitions announced in 2018. Examples of significant foreign investments in Brazil included the acquisition of the XL Group (and its Brazilian subsidiaries) by AXA Group for US$15.3 billion.
In November 2018, US-based Mohawk Industries acquired 100 per cent of the Brazil-based company Eliane Revestimebtos Cerâmicos SA The deal value was US$250 million.
In September 2018, Ardian acquired 40 per cent of Nuova Argo Finanziaria, which indirectly controls the management of important highways in Brazil, from Aurelia and Gavio Group for €850 million.
Also in September 2018, ExxonMobil and QPI Brasil Petróleo acquired Bloco Titã, an important oil extraction zone, from ANP for 3.12 billion reais.
In August 2018, Advent International acquired 80 per cent of Walmart Brasil for 1.9 billion reais.
In August 2018, Switzerland-based group Glencore completed its acquisition of a 78 per cent stake in the Brazil-based fuel distributor Ale Combustíveis. The deal value was 1.7 billion reais.
V SIGNIFICANT TRANSACTIONS, KEY TRENDS AND HOT INDUSTRIES
Some of the most active target sectors involved in announced M&A deals in Brazil in 2018 were information technology (IT), energy and power (including oil and gas), transportation, retail, financial and education.
In the IT sector, Digital Reality Inc, through its Brazilian subsidiary Stellar Participações, acquired 49 per cent of Ascenty, a large Brazilian data centre provider. The deal value was US$1.8 billion.
In the energy sector, Enel Brasil completed a tender offer for the acquisition of Eletropaulo, which is the company responsible for electricity distribution in the state of São Paulo, for 7.06 billion reais.
In the industrial sector, Omega Geração acquired 100 per cent of wind farm Assuruá, in the state of Bahia, from FIP IEER for 1.9 billion reais.
In the financial sector, Banco do Brasil acquired an assignment of claims portfolio from Votorantim for 593.8 million reais.
In the education sector, Neuberger Berman acquired 25 per cent of Uniasselvi, a distance learning institution, from Carlyle and Vinci Capital for 380 million reais.
VI FINANCING OF M&A: MAIN SOURCES AND DEVELOPMENTS
It is common knowledge that the cost of credit in Brazil remains prohibitively expensive.
Acquisitions are usually funded via securities offerings (debt and equity) and bank loans, or via both. Private equity investment funds are also used as vehicles for funding in specific cases.
Furthermore, local financing is generally not available in all industries. Inbound cross-border investments are typically financed outside Brazil. Leveraged buyouts are not usual, although in certain cases (especially where the buyer is a local private equity fund) pre-acquisition debt is pushed down to the target following the closing (subject to certain conditions or requirements in cases in which the target is a listed company).
Security for acquisition financing normally consists of shares and assets, if any, of the target company, and guarantees of the acquiring group.
VII EMPLOYMENT LAW
Although the alternatives implemented by the Brazilian labour reform are still being adopted with caution by companies in general, in the first year following the enactment of the labour reform, the litigation numbers reveal a more business-friendly environment, and the constitutionality of some relevant changes to the labour legislation were confirmed by the Supreme Court.
i Litigation rates
Mostly due to the chances of being considered responsible for paying a company's attorney fees in cases where a labour claim is deemed groundless, in 2018 workers had filed 35 per cent less lawsuits than they had in 2017.
ii Ratification of out-of-court agreements
Requests for the ratification of out-of-court agreements by labour judges, a procedure implemented by the labour reform, numbered more than 40,000 in the past year. This significant number reveals such mechanism was adopted as mutually beneficial tool for both workers and companies, allowing employees to receive their settlement amount within a limited period of time while granting employers legal certainty upon obtaining employees' formal release.
iii Outsourcing of services
Recent rulings of the Brazilian Supreme Court have confirmed the constitutionality of outsourcing activities irrespective of whether they are related to a contracting company's core business, cancelling a contrary presumption established by a superior labour court precedent, without prejudice to the risk of recognition of a de facto employment relationship between an outsourced worker and the contracting company should employment features be observed in the rendering of services.
Union contributions
As result of the labour reform, the payment of union contributions (not included in this legal concept are the dues related to affiliated or associated members of a union) ceased to be mandatory and became voluntary. This change in legislation created significant backlash from employer and employee unions, and as a result, labour union income has decreased 88 per cent compared to the contribution amounts of the previous year. Despite a number of lawsuits (from labour unions representing employees or employers) challenging the labour reform in this regard, based on the freedom of association right, the Brazilian Supreme Court ruled in favour of the constitutionality of the labour reform provision under which contributions to unions are not mandatory, except in the event of an employee's personal and previous written authorisation. Based on these union contribution conflicts, employment relationship negotiations have been impacted, resulting in a reduction in the number of direct collective bargaining agreements between employers and unions in relation to the years preceding the labour reform.
VIII TAX LAW
This section presents general matters regarding the ultimate beneficial owner (UBO) disclosure requirements taking into account the recent rules enacted by the Brazilian Internal Revenue Service (RFB).
Normative Instruction No. 1,863634, dated 27 December 20186 May 2016, issued by the RFB (NI 1,863634), regulates the information that must be provided to the RFB in order for foreign investors incorporated as entities (NRIs) to obtain a national taxpayer identification number (CNPJ), which is required for an NRI to invest in the Brazilian financial and capital markets pursuant to the mechanism set forth by Resolution No. 4,373, dated 29 September 2014, of the Brazilian Monetary Council (4,373 investment and 4,373 investor), and also for an NRI to directly invest in Brazilian-resident legal entities pursuant to the mechanism set forth by Law No. 4,131, dated 3 September 1962 (4,131 investment and 4,131 investor).
When applying for a CNPJ, any prospective NRI must provide information regarding the respective legal representative in Brazil and its shareholding chain if it reaches an individual (natural person) that is deemed to qualify as its UBO; or any of the entities listed in Paragraph 3 of Article 8 of NI 1,863634, which are exempt from disclosing the respective UBO (exempt entities).8
According to Article 8 of NI1,863634, an individual is deemed the UBO of the 4,373 or 4,131 investor if he or she ultimately, directly or indirectly, owns, controls or has significant influence over an entity, or is the individual on behalf of which a transaction is conducted. For the purposes of such rules, significant influence is deemed to exist whenever an individual owns more than 25 per cent of an entity's capital stock, directly or indirectly; or an individual directly or indirectly has, or exercises preponderance in, corporate resolutions, and has the power to elect the majority of an entity's directors, even without controlling it.
Furthermore, if the shareholding chain of a certain 4,373 or 4,131 investor reaches one of the listed exempt entities, there is no obligation to disclose the UBO. However, if there is an UBO, the RFB requires the disclosure of some personal information such as the UBO's date of birth, the UBO's country of birth and the UBO's country of residence, as presented in Annex XII of NI 1,863.
In addition to NI 1,634, the RFB issued Declaratory Act No. 09, dated 23 October 2017 (ADE 09/2017, jointly with NI 1,634 (UBO Regulation)) to further regulate the application of the UBO disclosure requirements. To do this, ADE 09/2017 also classifies the entities subject to UBO disclosure rules in three different categories: entities exempt from disclosing the UBO (group 1), entities resident abroad obliged to disclose information (group 2) and Brazilian-resident entities (group 3).
Group 1 entities correspond to the exempt entities listed by Paragraph 3 of Article 8 of NI 1,863634. Annex XII ADE 09/2017 provides that such entities are not obliged to provide information regarding the respective UBO considering their particular features, despite the information regarding the legal representative. Nonetheless, note that such waiver is only applicable if the 4,373 or the 4,131 investor qualifies as an exempt entity itself. On the other hand, group 2 entities are further categorised into three subcategories: those that obtain a CNPJ through the RFB; those that obtain a CNPJ through the Brazilian Central Bank; and those that obtain a CNPJ from CVM. The information to be presented depends on the tier that the entity is ranked in.9
Besides this information, the UBO Regulation may also require some documents to be presented to the RFB up front, depending on the qualification of the 4,373 or the 4,131 investor, which must be reviewed on case-by-case basis.
Furthermore, note that there are deadlines for presenting the information and documents requested under the UBO Regulation. Failure to comply with the UBO Regulation may result in the suspension of a CNPJ, and the consequent inability of the 4,373 or 4,131 investor to carry out transactions in Brazil.
IX COMPETITION LAW
2018 was a year of important developments in the Brazilian merger control practice. The decisions taken by the Administrative Council for Economic Defence (CADE) in certain complex M&A transactions have demonstrated that the authorities continue to tend to take a rigorous approach in the analysis of those cases. Highlights included the increasingly active role of the Department of Economics Studies in the most complex merger cases, third-party intervention in merger cases, and the analysis of complex mergers that raise portfolio or conglomerate concerns.
The year's highlights also included the publication of CADE's Remedy Guide, aimed at providing general guidelines for the negotiation and implementation of remedies, and the increasing coordination and exchange of information between CADE and foreign competition authorities in the analysis of cross-border mergers.
i CADE's Remedy Guide
On October 2018, CADE issued the Antitrust Remedy Guide (Guide), which provides guidelines for the implementation of remedies in merger cases that raise competition concerns.
In accordance with the Guide, the implementation of remedies should observe the following principles:
proportionality (meaning that a remedy must be necessary, adequate and sufficient to address concerns raised by a merger);
timeliness (i.e., the remedy should address a concern as quickly as possible and in any case, in a timely manner);
feasibility (that is, a remedy should be subject to easy implementation); and
verifiability (meaning that CADE must be able to verify its fulfilment).
The Guide also sets CADE's preferences in terms of types of remedies. In this sense, structural remedies (such as the divestiture of an asset) are preferred over behavioural ones (i.e., when the parties assume obligations, such as eliminating exclusivity clauses or maintaining non-discriminatory behaviour in supply agreements). The Guide expresses CADE's concerns regarding remedies that may be difficult to monitor: it is desirable that the parties hire monitoring trustees to help CADE keep track of the fulfilment of the obligations assumed by the parties, and remedies should preferably not require continuous monitoring. The Guide also lists questionable remedies, such as obligations to make investments and the imposition of price caps.
Although the Guide is not binding, it is based on CADE's experience and reflects the way CADE will likely approach remedies in future cases.
ii Increasingly complex analysis of M&A deals
The most recent complex cases that have been analysed by CADE show that the competition authority maintains a rigorous and sophisticated approach concerning the analysis of M&A transactions, which translated into an increasing number of cases challenged to CADE's Tribunal, and blocked or approved with remedies:
nine cases were recently challenged to the Tribunal and approved with remedies: Disney/Fox; AT&T/Time Warner; Itaú/Citibank; Bayer/Monsanto; ArcelorMittal/Votorantim; Dow/Dupont; WEG/TGM; Petrotemex/PQS; Itaú/XP; Praxair/Linde;
four cases were blocked in 2017 and 2018: Kroton/Estácio; Ipiranga/Alesat; JBJ Agro/Mataboi and Ultragaz/Liquigas; and
two withdrawals were made due to the risk of blocking: Owens-Illinois/Nadir and Saint Gobain/Rockfibras.
Portfolio or conglomerate effects, and coordinated effects
The analysis of conglomerate or portfolio effects are increasingly important, as CADE's review becomes ever-more sophisticated. Examples include Bayer/Monsanto, BVMF/Cetip, Votorantim/Arcelormittal, Tigre/Condor and Luxottica/Essilor, all of which involved important discussions about conglomerate effects; and Reckitt/Hypermarcas, Kroton/Estácio and Essilor/Luxottica, in which portfolio effects were deeply analysed.
In addition, CADE has given a lot of attention to the analysis of coordinated effects, especially in sectors with a history of cartel convictions. Examples include Ipiranga/Alesat, Arcelormittal/Votorantim, Prosegur/Transfederal, Bradesco/HSBC and Itaú/Citibank.
Third party-complaints
CADE is paying lot of attention to third-party complaints in the context of merger control cases. Such interventions have effectively affected both the timing and the results of the analysis of such cases (see, for instance, Petrotemex/PQS and Itaú/Ticket Serviços). There have also been third-party interventions through complaints about transactions that allegedly should have been notified to CADE, either because they met the thresholds criteria, or because of their potentially negative effects in the market (see All Chemistry/SM Empreendimentos Farmacêuticos).
Increasingly active role of the Department of Economics Studies in complex mergers
The Department of Economics Studies (DEE) is part of the Brazilian competition system and is responsible for advising the General Superintendence and CADE's Tribunal in both merger review and conduct cases, as well as preparing studies to ensure CADE's technical and scientific updating. The DEE had an important role in the recent analysis of the most complex merger control cases, such as Ipiranga/Alesat, Mataboi/JBJ, Ultragaz/Liquigás, Kroton/Estácio, Areclormittal/Votorantim, Bradesco/HSBC, Reckitt/Hypermarcas and British/Iberia/Latam. In addition, the DEE has been taking an active role in its competition advocacy role, issuing studies and analyses of several sectors (such as the passenger and cargo air transport market, port services and fuel distribution).
iii Cooperation between competition authorities
CADE continues to increase its cooperation and coordination with foreign antitrust authorities in cross-border mergers. Contacts between CADE and both the European Commission and the Department of Justice (United States) have been common for a while. The main goal is to exchange information and avoid conflicting decisions in cross-border cases. However, CADE has been diversifying its contacts with other foreign authorities: for instance, it has recently engaged in exchanges with the Russian and Indian authorities (regarding the Alstom/Siemens case).
Moreover, CADE has signed several memorandums over the past few years to regulate cooperation with other competition authorities. CADE has signed memorandums establishing cooperation between CADE and the competition authorities of several different countries such as South Africa and Russia, as well as a multilateral agreement with the BRICS10 economies, in recent years.
X OUTLOOK
After a decrease in 2016 compared to recent years, and following the first signs of economic recovery, M&A activity increased in 2017 and 2018. The expectations for the remainder of 2019 are mostly positive. The outlook for M&A transactions in Brazil will certainly be enhanced by the approval and implementation of reforms proposed by the new Federal Administration, especially the pension system reform. The prospect of a combination of attractive prices, less expensive credit and banks willing to approve financing will benefit the volume of transactions in Brazil.
There have also been initiatives by the federal government to foster investments and create a better investment environment in general. For instance, the Provisional Measure of the Economic Freedom aims to reduce governmental bureaucracy and the amount of interference in private parties' relations with the purpose of stimulating entrepreneurial activity in Brazil. Furthermore, in early 2019 the Ministry of Economy created an Inter-ministerial Committee for Digital Transformation, which is tasked with discussing, together with representatives of the civil society, how to create a better environment for business, entrepreneurship and innovation. Among the ideas being discussed by the Committee is a proposal for a Startups Act, which intends to reduce the obstructions to innovation and bureaucracy and enhance sustainable growth for emerging companies in Brazil.
With respect to scenarios or trends that can already be identified, it is possible to say that an important driver for M&A activity in Brazil will be the privatisation agenda, which is one of the main priorities for the government for this and following years and aims to attract the private sector to fill in infrastructure gaps. The main sectors announced to be privatised or awarded to private sector players include airports, ports, energy, railroads and roads, mining, and banking and related services. The government has already privatised 12 airports (including major hubs in northeast Brazil such as Recife) in 2019, and is in the process of doing the same for major Brazilian ports. In addition, Petrobras has a continuing significant plan to divest non-core assets, such as its sale of 90 per cent of gas supplier TAG to Engie Group for US$8.6 billion, which was signed in April 2019.
As in previous years, the current foreign exchange levels may also continue to play a role in incentivising seasoned foreign investors (especially by private equity) to take advantage of investment opportunities in the country.
Finally, there are still industries with growth and consolidation potential (e.g., utilities, healthcare and education) that may be further explored as the country's GDP continues to grow.
1 Adriano Castello Branco and Claudio Oksenberg are partners and João Marcelino Cavalcanti Júnior is a senior associate at Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados.
2 https://www.pwc.com.br/pt/estudos/servicos/assessoria-tributaria-societaria/fusoes-aquisicoes/2018/fusoes-e-aquisicoes-no-brasil-dezembro-2018.html.
4 https://www.ttrecord.com/pt/publicacoes/relatorio-por-mercado/relatorio-mensal-brasil/Brasil-1T-2019/1864/.
5 Law No. 6,404 of 15 December 1976.
6 Shares not held by the controlling shareholders, its related persons and the management, and treasury shares.
8 The following are listed as exempt entities: (1) legal entities, or their controlled companies, incorporated as publicly held company in Brazil or incorporated in countries that require public disclosure of all relevant shareholders, and that are not incorporated in favourable tax jurisdictions or submitted to a privileged tax regime; (2) not-for-profit entities that do not act as fiduciary managers and that are not incorporated in favourable tax jurisdictions or submitted to a privileged tax regime, as long as they are regulated and inspected by a competent governmental authority; (3) multilateral organs, central banks, governmental entities or those related to sovereign funds; (4) social security entities, pension funds and similar institutions, as long as they are regulated and inspected by a competent governmental authority in Brazil or in their country of origin; (5) Brazilian incorporated investment funds regulated by CVM, as long as the Brazilian Individual Taxpayers' Registry or the CNPJ of the respective quota-holders is informed to the RFB; (6) investment funds specially incorporated to manage complementary pension plan resources as well as insurance plans if regulated and inspected by the qualified public authority in its country of origin; and (7) collective investment vehicles domiciled abroad whose shares or equity holding representative securities are admitted to trading in markets regulated by an authority accredited by CVM; or collective investment vehicles domiciled abroad:(a) whose minimum number of shareholders is equal or higher to 100, provided no shareholder holds significant influence over the vehicle; (b) whose asset portfolio is managed by a professional manager registered before an authority accredited by CVM and in a discretionary manner; (c) which is subject to investor protection regulation by a regulation authority accredited by CVM; and (d) whose asset portfolio is diversified (i.e., the concentration does not amount to significant influence in the case of concentration in assets from a single issuer).
9 Annex XII provides four additional tiers for entities qualified under this subgroup – each one of the entities is required to comply with different disclosure obligations.
10 Brazil, Russia, India, China and South Africa.
EU Private Equity
EU Overview
M&A Litigation
Regulation of Financial Institution M&A in the United States
United States Antitrust Overview
Other chapters on Brazil
The Acquisition and Leveraged Finance Review
The Anti-Bribery and Anti-Corruption Review
The Aviation Law Review
The Banking Litigation Law Review
The Banking Regulation Review
The Cartels and Leniency Review
The Complex Commercial Litigation Law Review
The Consumer Finance Law Review
The Dominance and Monopolies Review
The Energy Mergers & Acquisitions Review
The Energy Regulation and Markets Review
The Environment and Climate Change Law Review
The Foreign Investment Regulation Review
The Franchise Law Review
The Gambling Law Review
The Global Damages Review
The Government Procurement Review
The Healthcare Law Review
The Insurance Disputes Law Review
The Insurance and Reinsurance Law Review
The Intellectual Property Review
The International Arbitration Review
The International Investigations Review
The International Trade Law Review
The Life Sciences Law Review
The Media and Entertainment Law Review
The Merger Control Review
The Mining Law Review - Brazil
The Oil and Gas Law Review
The Patent Litigation Law Review
The Private Competition Enforcement Review
The Private Equity Review - Brazil
The Professional Negligence Law Review
The Projects and Construction Review
The Public Competition Enforcement Review
The Public-Private Partnership Law Review
The Renewable Energy Law Review
The Securities Litigation Review
The Shipping Law Review
The Structured Products Law Review
The Tax Disputes and Litigation Review
The Third Party Litigation Funding Law Review
The Trademarks Law Review
The Transport Finance Law Review
The e-Discovery and Information Governance Law Review
All titles on Brazil
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The Private Equity Review Edition 8
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Private equity professionals need practical and informed guidance from local practitioners about how to raise money and close deals in multiple jurisdictions. This review has been prepared with this need in mind. It contains contributions from leading private equity practitioners in 25 different countries, with observations and advice on private equity deal-making and fundraising in their respective jurisdictions.
The Securities Litigation Review Edition 5
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The Executive Remuneration Review Edition 8
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Janet Cooper
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The Franchise Law Review Edition 6
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This book provides an introduction to the basic elements of international franchising and an overview of the way that it is regulated in 37 jurisdictions. It seeks to provide the reader with a high-level understanding of the challenges involved in international franchising in the first section, and then, in the second section, explains how these basic themes are reflected in the regulatory environment within each of the countries covered.
The Energy Mergers & Acquisitions Review Edition 1
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Energy M&A is important in the facilitation of innovation, technological change, growth and access to resources in the energy industry. Effective energy M&A practitioners must address a broad range of legal and other issues that arise in all M&A transactions, as well as issues unique to the energy space. This volume puts down a marker in describing many key energy-related M&A issues. We hope our readers will find this to be a useful resource as they navigate the changing landscape of energy M&A.
The Employment Law Review Edition 10
Editor Erika C Collins
For the past nine years, we have surveyed milestones and significant events in the international employment law space to update and publish The Employment Law Review. This tenth edition is proof of the continuously growing importance of international employment law. As the various editions of this book have highlighted, changes to the laws of many jurisdictions over the past several years emphasise why we continue to consolidate and review this text to provide readers with an up-to-date reference guide.
The Merger Control Review Edition 10
Editor Ilene Knable Gotts
As this book evidences, today almost all competition authorities have a notification process in place – with most requiring pre-merger notification for transactions that meet certain prescribed minimum thresholds. Additional jurisdictions, most recently in South America, have added pre-merger notification regimes. In our endeavour to keep our readers well informed, we have expanded the jurisdictions covered by this book to include the newer regimes as well. Also, the book now includes chapters devoted to such 'hot' M&A sectors as pharmaceuticals, and high technology and media, in key jurisdictions to provide a more in-depth discussion of recent developments.
The Product Regulation and Liability Review Edition 6
Editors Chilton Davis Varner and Madison Kitchens
This edition covers 16 countries and territories and includes a high-level overview of each jurisdiction's product liability framework, recent changes and developments, and a look forward at expected trends. Whether the reader is a company executive or a private practitioner, we hope that this edition will prove useful in navigating the complex world of product liability and alerting you to important developments that may affect your business.
The Real Estate M&A and Private Equity Review Edition 4
Editors Adam O Emmerich and Robin Panovka
To create this publication, we have invited leading practitioners from around the globe to offer practical insights into what is going on around the conference tables and in the markets in their jurisdiction, with an eye to cross-border trends and transactions. We hope this compilation of insight from our remarkable multinational authors produces clarity and transparency into this exciting world of 'liquid real estate' and helps to further fuel the growth of the sector.


CIBUS TEC 2019 has one true goal in mind and that's bring the food industry and packaging to the modern, sustainable future where products and ingredients remain fresh and nutritious. The international exhibition has found a stellar host in Parma, Italy and organizers confirm the attendance of only the most respected exhibitors. After all, the event has a reputation. October 22nd marks the start of activities with October 25th as an end date. If you haven't yet found a hotel booking online, turn to our team at Go Fair ltd.
Go Fair ltd is a veteran when it comes to organizing business trips and who better to call upon to assist in making bookings for CIBUS TEC 2019. Our team runs your specifications – price range, choice in location and party size – through our extensive database to land the hotels near Fiere di Parma that save you the most money! You're free to invest your resources into your attendance at CIBUS TEC 2019. The entire food industry is represented with respected exhibitors offering fruit & vegetables, milk & dairy products, meat & seafood, convenience food, desserts, coffee and confectionary.
Get the right start to your business trip with Go Fair ltd!


"Trusty Bell – Chopin's dream" (US: "Eternal Sonata") is a role playing game in which the player travels through the dreams of music composer Chopin, as he's lying in sick bed.
The US release had an option to use the original Japanese voices or the English dub.
The game was subsequently ported to the Playstation 3, with some minor scenario changes, multiple endings and variable clothes for the characters, called "Trusty Bell –Chopin's dream– Reprise"


Alebry Slemic was a Human male lieutenant who served in the Rebel Alliance during the First Galactic Civil War. In 3 ABY, he participated in the battle of Hoth, and was killed in the ensuing battle.
A Human male, Alebry Slemic served as a lieutenant in the Rebel Alliance during the First Galactic Civil War. In 3 ABY, Slemic was stationed at the Alliance Command's secret headquarters of Echo Base on the Outer Rim Territories ice planet Hoth. When the Galactic Empire discovered the existence of the base by way of a remote-reconnaissance Viper Probe Droid the Rebellion prepared for the imminent Imperial invasion, and Alebry Slemic served in the defense while General Carlist Rieekan ordered a full evacuation of Echo Base. As the Imperials invaded, Alebry Slemic fought in the Third Battle of Hoth, and was perished by Imperial forces in the battle.


text:
AKP Government's Hostility towards Dissidents and Exploitation of Probation
MELIS TON
By MELIS TON
With the Decree Law No. 671 enacted on 17.08.2016, a provisional article was added to the Law on the Execution of Sentences and Security Measures and this provisional article lead to two important arrangements in respect of those convicted or to be convicted due to crimes committed until 1 July 2016. (1)
First; the term "one year" for conditional release under Article 105/A of the Law on the Execution of Sentences and Security Measures has been extended to "two years". According to this amendment; if the term of sentences of well-behaved prisoners remains less than two years for conditional release, the remaining part of sentences can be executed by applying probation measures. In other words, they will be released one year early.
The second amendment relates to the conditional release set out in Article 107 of the Law on the Execution of Sentences and Security Measures. While those sentenced to imprisonment and served the 2/3 of their sentences in the penitentiary institution were benefiting from the conditional release according to the second paragraph of Article 107, this term has now been reduced to 1/2 by the Decree Law. According to this amendment, when the prisoners sentenced to imprisonment for a period of time serve the 1/2 part of their sentence in the penitentiary institution, they can benefit from the conditional release.
It has been identified that a total of 93.000 prisoners were included in the scope of both arrangements made with the Decree Law. An important point to consider here is whether or not the government really grants an amnesty or has other agenda by making these regulations with the Decree Law. The AKP government has always managed to hide its real purpose in many legal arrangements.
In order to better understand the real purpose of this amendment in the Probation Law, one must consider closely the situation of the AKP government especially in the period of 17-25 December and the ongoing process in which it has subordinated the judiciary on to the executive in order to get out this lurch.
After the major bribery and corruption operations on 17/25 December 2013, in which some ministers, ministers' children, senior bureaucrats and businessmen close to the government were involved, the AKP government declared the Gülen Movement as an enemy with the "parallel structure" rhetoric. Even though the AKP circles always described the group as a "community" until that moment, it put the claim on the group in these operations describing it as "a coup" against the political power. (2) The phrase "Parallel structure" gradually became harder and left its place to the concept of "FETO/PDY armed terrorist organization".
Even though it is not possible to agree from a legal perspective, President Erdogan, then Prime Minister, acknowledged that 17/25 December was a milestone and declared that after this date he would declare those who are connected with the institutions affiliated to the Gülen Movement as terrorist criminals. (3)
The AKP government viewed the independent judiciary as the biggest obstacle to the steps they could take in this process. For this purpose, the project courts were first formed in order to issue verdicts indicating that the Gülen Movement is a "terrorist organization".
Prime Minister Recep Tayyip Erdoğan stated at that time that a project is being worked on and that the criminal peace judgeship will be established. As it can be understood from these statements, new quests have been sought to establish a judicial organization under the direction of the executive body to carry out the said purposes.
Following Erdoğan's above-mentioned discourse, it was foreseen to establish a 3-legged judicial organization within the context of the "Project Courts":
1- Criminal Peace Judgeships as judges of the proceedings at the stage of investigation,
2- Specialized courts in charge of dealing with terror and organized crime at the prosecution phase,
3- Formation of a new chamber as an appeal authority in the Supreme Court.
With the enactment of the Law No. 6545 which entered into force on 28 June 2014, the first leg of the project courts was completed with the establishment of the Criminal Peace Judgeships. (4) With the decision of HSYK dated July 16, 2014, these judgeships were activated and new appointments were made for these newly established Courts. It caught the eye that the judges who released Reza Zarrab and other suspects on 17/25 December operations were also appointed as the . (5)
The troubling feature of the Criminal Court Judgeship is that they have a closed-circuit appeal system. In other words, an appeal against a decision rendered by a judgeship could be appealed to the next number of judgeship in row, and objections against prosecutors' decisions of non-prosecution were also examined by the same judges. In this way, the possibility of review by a higher authority or court has been eliminated.
Following the establishment of the Criminal Peace Judgeships, other judicial institutions have also been shaped. The political power which sees the independent judiciary as an impediment has established new courts to keep the judiciary under control, taking into account the possibility that existing courts would be contrary to their political aims and tendencies.
The first target for this was to win the HSYK elections held in 2014. For this purpose, the "Judicial Unity Platform" (YBP) was established to nominate candidates for the HSYK election. The Judicial Unity Platform achieved a majority in the HSYK by using all the possibilities of the political power in its election work. This result has greatly facilitated the dismissals and injustices that the government has been undertaking so far. (6)
As a continuation of the 'Project Courts', special courts with the duty of dealing with terrorist crimes were established in the second stage, and some of the existing criminal assize courts were converted into the courts solely responsible for dealing with terror crimes. The presidents and members of these courts were replaced by the newly created HSYK. (7)
At the last stage, the political power also intervened in the Supreme Court. Amendments were made in the Supreme Court Law and established new chambers in the Supreme Court. New arrangements were made regarding the division of duties of these chambers. Meanwhile, 144 new members were appointed by the HSYK to the Supreme Court. The 9th Criminal Chamber of the Supreme Court, which had always been dealing with terror crimes, was terminated. As a result of all these interventions, the newly established 16th Criminal Chamber was commissioned to deal with terror crimes. (8)
These courts, which were established completely contrary to the principle of natural judge by the new HSYK, were soon transformed into the institutions acting with political motives under the domination of the government, and they started to be used as means of intimidation and destruction.
There was now no obstacle left for the government in order to direct the courts to give a decision on being a "terrorist organization" or arrest or conviction due to any crime about any part of the society or the persons whom the government see as opponents. It does not matter whether or not there is any evidence for the alleged crimes, or whether or not the activities constitute any crime at all.
Although the July 15 2016 Coup Attempt was described by Kemal Kilicdaroglu, the leader of the main opposition party (CHP), as a "Controlled Coup" planned by the government (9), the dismissal and purging was started by the government via the newly established "Dependent Judiciary", July 15 Coup Attempt being an excuse, as President Erdogan called it as a "grace of God" to liquidate the Gülen group (10)
The government has been enormously hostile to the "Hizmet" (Gülen) movement, which it considers to be the key force in the uncovering of its corruptions and connections with the terrorist organizations especially with ISIS. The 17/25 December corruption and bribery operations revealed the corruption activities committed especially by President Erdogan and ministers, ministers' children, high bureaucrats and businessmen close to the government. The MIT Trucks operation, on the other hand, internationally revealed the connections of the government and its judicial and law enforcement bodies with terrorist organizations.
Anyone accused by the government of being connected to the Gülen Movement or opposing the government will be declared as "enemy" and alienated, and then, those people were going to be sent to prisons, instead of 93.000 prisoners who had been released under the "Probation" in accordance with the Decree Law No. 671; this project was materialized in a short period of time as everything had already been planned. (11)
All the rights and achievements guaranteed by especially the Constitution, the European Convention on Human Rights, the Universal Human Rights Convention, the United Nations International Labor Organization (ILO) conventions are on the verge of being lost at the point where the AKP government has brought the country to realize its aims.
In the country, Alevis, social democrats, nationalists, opponents and those from every part of the society, who oppose the government, are to be treated with detention and imprisonment. Intellectual and modern people of the country; the deputies, academics, bureaucrats, judges and prosecutors, administrators, doctors and engineers are declared enemies, as they just happen to be opponents of the government. They are arrested and imprisoned by the judiciary under the domination of the government with the accusation of being members of an armed terrorist organization.
The innocent people detained in custody or sent to prisons are exposed to inhumane treatments and tortures similar to the atrocities committed by Nazis. (12)
President Erdogan does not hesitate to declare from television channels the dissidents to be guilty without any judicial decision, to make threats against them and to clearly order and instruct the judiciary to arrest them. (13)
Economy Minister Nihat Zeybekçi stated about these innocent people arrested by the project judiciary without any legally acceptable concrete evidence and accusation that "We will not punish these treachers only for death, but we will punish them so that they will beg us to kill them." These words open the way for torture in prisons and create serious pressures and threats on the courts. (14)
Freezing orders are issued on all assets of the accused, or the assets are directly seized. Even the rights to claim pensions, personal rights, health insurance and access to legal remedy are taken out of their hands. In this way, people's survival possibilities have been eliminated, and some sort of "genocide" has been practiced. (15)
As far as the current circumstances in Turkey are concerned, it is not necessary to commit any of the crimes described by the law in order to be charged and arrested for membership of an armed terrorist organization. Even, there is no need for judicial investigations or any judicial decisions to be punished for this crime. The declaration of the President or the political power is enough to be convicted for such a crime!
Unfortunately, the government has fully become a party state at present. The AKP government and the President, who is also the leader of AKP, are undertaking all sorts of illegal activities in order to attain this goal. In their opinion, every path is legitimate to achieve this goal.
In conclusion, it has become clear that the real aim of the regulation of "Probation" in the Decree Law No. 671 dated 17.08.2016 is to make room and provide more space for the members of the "Gülen Movement" or the opponents to be arrested and imprisoned, whom the government has declared as enemies. We can only hope the best for the future, if we can realize that the newly formed judiciary arrest people and send them to prisons in accordance with political instructions, and that they are acting like a political body of the government.
1 http://www.resmigazete.gov.tr eskiler/2016/08/20160817-18..htm
2 http://www.bbc.com/turkce/haberler/2014/12/141212_17_25_aralik_operasyonu_neler_oldu_10_soruda
3 http://www.bbc.com/turkce/haberler-turkiye-37069292
4 https://tr.m.wikipedia.org/wiki/Türkiye%27deki_Sulh_Ceza_Hakimlikleri
5 a) http://www.hurriyet.com.tr/yazarlar/taha-akyol/adalet-26841868
b) http://www.hurriyet.com.tr/hsyk-6-super-h-kim-atadi-26832415
6 http://www.hurriyet.com.tr/yskya-basvuru-ybp-nin-devlet-olanaklarini-kullanmasini-engelleyin-27127012
7 http://www.cnnturk.com/haber/turkiye/teror-ve-orgut-davalarina-ozel-ihtisas-mahkemesi-bakacak
8 http://www.aljazeera.com.tr/haber/yargitayda-yeni-yapi-tamam
10 http://www.dw.com/tr/erdoğan-istanbulda-açıklama-yaptı/a-19403922
11 http://www.hurriyet.com.tr/igc-tutuklama-muhalifleri-susturma-girisimidi-40490866
12 a) https://m.bianet.org/bianet/insan-haklari/177141-af-orgutu-darbe-girisiminde-gozaltina-alinanlara-iskence-ve-tecavuz
b) http://www.shaber3.com/gozaltindakilere-sistematik-iskence-yapiliyor-haberi/1264594/
c) http://www.agos.com.tr/tr/yazi/16827/khk-lar-gozaltinda-iskenceyi-kolaylastirdi
13 a) http://www.cumhuriyet.com.tr/m/haber/siyaset/464135/Erdogan_dan_yargiya_talimat_gibi_sozler.
b) http://www.milliyet.com.tr/-yargiya-talimat-iddiasinda-2–siyaset-2473241/
14 http://www.birgun.net/haber-detay/bakan-zeybekci-gebertin-bizi-diye-yalvaracaklar-122392.html
15 a) http://www.tr724.com/15-temmuzdan-15-temmuza-erdogan-soykirimin-hangi-asamasinda-akif-umut-avaz/
b) http://www.tr724.com/hizmete-soykirimin-yedinci-asamasi-alarm-zilleri-caliyor-akif-umut-avaz/
[OPINION] Erdogan's Muscles: All in The Game
[OPINION] Statement of Judicial Council (HSK) Board of Inspectors Chairman: Investigation Procedure for Judiciary and End of Judicial Independence in Turkey

redpajama_set_name: RedPajamaCommonCrawl


text:
David M. Zacks, Esq. Joins JAMS in Atlanta Experienced trial lawyer and neutral serves as a mediator, arbitrator, and special master
NEW PANELIST ANNOUNCEMENT
Share Press Release
ATLANTA – JAMS, the largest private provider of mediation and arbitration services worldwide, today announced the addition of David M. Zacks, Esq., to its panel. Mr. Zacks will be based in the Atlanta Resolution Center. He will serve as a mediator, arbitrator and special master to resolve disputes in Health Care, Insurance/Catastrophic Injury, Business/Commercial, Employment, Class Actions, and matters in Native American Law.
Mr. Zacks brings more than 45 years of experience as a trial lawyer and neutral to JAMS. He is a founding member of the Georgia Academy of Mediators and Arbitrators, was former Chair of the American Cancer Society and is an active board member on various other health care related systems throughout the Southeast. Mr. Zacks has evaluated, settled and arbitrated numerous complex cases, including multi-party cases and class actions.
We welcome David, along with his unique and varied background in ADR. He is a welcomed addition as we continue to grow our panel in the Southeast region.
-Chris Poole, JAMS President and CEO
I am so happy to be a part of JAMS, as they have built a considerable and reputable name as a premier provider of alternative dispute resolution.
-David M. Zacks, Esq., JAMS Mediator, Arbitrator, and Special Master
Mr. Zacks served as a captain and certified military judge in the U.S. Army's Judge Advocate General's Corps (JAGC) from 1967-1971. He also acted as the principal negotiator, during a critical portion of the litigation, on behalf of a half million Native Americans in a case involving the mismanagement of trust lands and accounts, resulting in a multi-billion dollar settlement.
Mr. Zacks received his B.A. with honors from Wake Forest University and his J.D. from Wake Forest School of Law
Founded in 1979, JAMS is the largest private provider of mediation and arbitration services worldwide. With Resolution Centers nationwide and abroad, JAMS and its nearly 350 exclusive neutrals are responsible for resolving thousands of the world's important cases. JAMS may be reached at 800-352-5267.
David M. Zacks
Kristine Snyder
JAMS Senior Public Relations & Content Manager
Tel: +1 949-224-4614 (Direct Dial)
Email: Ksnyder@jamsadr.com
Additional Media Contacts ›
Press Kit & Additional Resources ›


text:
/*
 * This file is provided to you under the Apache License, Version 2.0 (the
 * "License"); you may not use this file except in compliance with the License.
 * You may obtain a copy of the License at
 *
 * http://www.apache.org/licenses/LICENSE-2.0
 *
 * Unless required by applicable law or agreed to in writing, software
 * distributed under the License is distributed on an "AS IS" BASIS, WITHOUT
 * WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the
 * License for the specific language governing permissions and limitations under
 * the License.
 */
package com.basho.riak.client.api.commands.mapreduce.filters;

/**
 * Transform the key from a string to a float
 *
 * @author russell
 */
public class StringToFloatFilter extends KeyFilter
{
    private static final String NAME = "string_to_float";

    public StringToFloatFilter()
    {
        super(NAME);
    }
}

redpajama_set_name: RedPajamaGithub


text:
A new study reveals we're all a little bit delusional
Delusions have a lot in common with feelings of déjà vu.
By Jason Murugesu
Follow @@justsomesomeone
Imagine that on your way to the shops, you have a sudden feeling that it's about to rain, and voila - it starts to rain!
Did you just predict the future? What if you believed that you did? Does that make you delusional?
According to scientists at Yale, the answer is, perhaps, at least a little bit. That's the premise of a new paper on the science of delusion and psychosis in the Proceedings of the National Academy of Sciences.
The scientists were trying to determine whether there was a relationship between delusion and what is called a "postdiction" paradigm - when people mistake a prediction for something that has already happened.
The experiment the study is based on is deceptively simple. Participants were asked to look at five randomly-spaced white squares on a screen. One square, at any time, would then become red. The participant was asked, when looking at the white squares to guess which square they believed would become red.
As the square becoming red was completely random, the participant had a one in five chance of predicting the square correctly. The participants were then asked to report to the researchers whether they had predicted correctly.
The scientists could control when the random white square would turn red. If the white square turned red within 250 milliseconds, the participants were more likely to say they had made an accurate prediction. If the white square changed colour after 250 milliseconds, the participants reported accurate predictions - ie they were right one out of five times.
So what's so special about the white square changing colour within 250 milliseconds?
This phenomenon is called an "illusory reversal of thought". The square is actually already changing colour while the participants are making their prediction. They think they have correctly guessed which square has changed colour, but actually their subconscious has just processed which square changed colour. The participants, though, believe that they have made a prediction.
As Dr Adam Bear, the lead author of the paper tells me, "a perceptual event that seems to occur later in consciousness (a square turning red) biases a prediction that's experienced earlier in time".
In other words, did you really predict that it would rain, or did you first subconsciously feel rain drops, and then consciously make the prediction that it would rain? You didn't guess that it would rain! It was already raining, and it just took you a while to realise.
Bear compares it to the "experience of déjà vu" . You might feel like you are anticipating everything that is happening in the moment. "But that's only because a subconscious memory system has already processed what's going on and that information hasn't yet reached your consciousness."
The participants were also asked to complete a 21 item Delusions Inventory (PDI) questionnaire which measures a person's tendency to be delusional. It asks such questions as whether "you ever feel as if people are reading your mind?"
While most people will resolutely answer "No", it should be noted that psychosis is a continuum. We are all prone to a few delusional ideas - just look at Donald Trump.
In the experiment, those who more likely to say that they had predicted which square would change colour correctly (when in fact they had just observed the square change colour), were also more likely to score higher on the Delusions Inventory.
Bear says that believing these types of errors are the "kind of thing you might expect would predict certain delusional beliefs, particularly about clairvoyance, telepathy and grandiosity".
This effect could be due to a number of reasons. Studies have shown that those who are more prone to delusions are more ready to jump to conclusions based on weak evidence. This perceptual timing illusion may accentuate delusions of control.
The latter is best explained by our inability to tickle ourselves, as our brain knows the action is self-initiated. This is the case even if a robot arm mimics your actions and tries to tickle you - it can't. Your brain knows who's in ultimate control. Scientists think we laugh when tickled in order to diffuse the tension and show our tickler that we submit.
However, a robot arm can tickle you - so long as you delay its action after you have instructed it what to do. This delay makes the brain think the robot arm is not under your control. Timing is everything.
The scientists hope that if these types of errors are more present in people before they start expressing delusions, their five white squares test could be used to identify those at risk of psychosis. This could be a very significant achievement. Not only is the test inexpensive, it can also be done easily online. The earlier people are identified, in psychosis especially, the more effective intervention treatments can be.
› They may have a formula, but Nancy Meyers films are irresistibly charismatic
Jason Murugesu is a postgraduate student in science communication at Imperial College London, and a former Wellcome Scholar at the New Statesman.
GCHQ's centenary: the art of espionage in a digital age


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Transform Business in to an Institution, (which is) Build to Last.
The best business interview in a while. Learning can happen with the right intent on the content. The Lebanese Civil Engineer and Haas MBA is a tough cookie when he says, that the young should follow passion rather than instinct. Work hard on something that one loves and hope to succeed and make money along the way. Pure Gold.
Did Digital and Data make Life Better?


The award will be presented to Kansiime on September 12th at the iconic The Orpheum Theatre Broadway, Los Angeles, and U.S.A where the 5th edition of the awards will be held.
The NAFCA awards commonly referred to as The African Oscars are US awards designed to globally promote African Cinema, stage performance and culture.
Queen of comedy Anne Kansiime beat two of Nigeria's finest comedians Basket Mouth and Klint Da Drunk to clinch the Nollywood & African People's Choice Award (NAFCA) in the category of Favourite Comedian.
The announcement was made on Tuesday.
"Just won Favourite Comedian in the NAFCA Prestigious Film and Honorary Awards. Like I always say, you my Ninjas have helped me stay on the top. Thank you for the love and confidence in me," she posted.
NAFCA Honors are also aimed at recognising outstanding individuals whose professional careers have been marked by extraordinary personal and professional accomplishments over a couple of years.
The 28 years old Kansiime has been doing comedy for the last 8 years and still counting, where she has had to cope up really well with the industry that has been overwhelmed with male counterparts.
Kansiime who started her comedy career while in Makerere University as an actress, has also bagged other coveted awards that include AIRTEL Women of Substance Awards 2014, BEFFTA (The Black Entertainment, Film, Fashion, Television & Arts Award) 2013 Best Comedian, Lagos International Festival 2013 (Best Actress), Social Media Awards (Favorite Celebrity) and African Social Awards Malaysia (ASAM) 2013.


text:
Culture formation and endogenous cultural distance
Pichler M (2008) Working Papers. Institute of Mathematical Economics; 403.
Bielefeld: Universität Bielefeld.
Diskussionspapier | Veröffentlicht | Englisch
urn:nbn:de:hbz:361-14290
Pichler, MichaelUniBi
Institut für mathematische Wirtschaftsforschung
Fakultät für Wirtschaftswissenschaften
Abstract / Bemerkung
This paper introduces a new approach to "cultural transmission of preferences" (see Bisin and Verdier, 2000, 2001). It is based on the conceptualization of the culture of a person as a set of cultural values and attitudes, represented as an n-dimensional tuple in Euclidean space. The culture of a person is formed through social learning and imitation from role-models, which correspond to the chosen "displayed cultures" of parents ("vertical transmission") and the society at large ("oblique transmission"). Parents might choose a "displayed culture" that does not coincide with their true culture, since they aim at countervailing negative cultural influences that their children are exposed to in the society at large. Additionally, they can invest into the success that their displayed culture has in the socialization process of their children. We will consider in the present paper an OLG model with two cultural groups, and where in any period, the members of each of the cultural groups have identical culture. We show that if parents have a desire for cultural closeness to their children (e.g. "imperfect empathy"), then they will always behave culturally more "radical" relative to the culture of the other cultural group. Furthermore, they will always invest into their socialization success. Nevertheless, these investments are never sufficient to let the distance between the future cultures of the children of both cultural groups be larger or equal than the cultural distance of the parental generation. As a consequence, the cultures of both groups converge to a homogeneous steady state culture, which can be interpreted as a mixture of the two initial cultures. This result corresponds to the "melting pot" theory of integration of cultural groups.
Cultural transmission; Socialization
Working Papers. Institute of Mathematical Economics
Pichler M. Culture formation and endogenous cultural distance. Working Papers. Institute of Mathematical Economics. Vol 403. Bielefeld: Universität Bielefeld; 2008.
Pichler, M. (2008). Culture formation and endogenous cultural distance (Working Papers. Institute of Mathematical Economics, 403). Bielefeld: Universität Bielefeld.
Pichler, Michael. 2008. Culture formation and endogenous cultural distance. Vol. 403. Working Papers. Institute of Mathematical Economics. Bielefeld: Universität Bielefeld.
Pichler, M. (2008). Culture formation and endogenous cultural distance. Working Papers. Institute of Mathematical Economics, 403, Bielefeld: Universität Bielefeld.
Pichler, M., 2008. Culture formation and endogenous cultural distance, Working Papers. Institute of Mathematical Economics, no.403, Bielefeld: Universität Bielefeld.
M. Pichler, Culture formation and endogenous cultural distance, Working Papers. Institute of Mathematical Economics, vol. 403, Bielefeld: Universität Bielefeld, 2008.
Pichler, M.: Culture formation and endogenous cultural distance. Working Papers. Institute of Mathematical Economics, 403. Universität Bielefeld, Bielefeld (2008).
Pichler, Michael. Culture formation and endogenous cultural distance. Bielefeld: Universität Bielefeld, 2008. Working Papers. Institute of Mathematical Economics. 403.
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Written by	Lee Amaradio, Jr.
Truth: Conformity to fact or actuality, A fact that has been verified.
Honesty: Freedom from deceit or fraud.
Integrity: Soundness of moral character, honesty.
Lie: A false statement made with the deliberate intent to deceive.
Deceit: Concealment or distortion of the truth.
Fraud: Deceit, trickery, sharp practice, or breach of confidence, perpetrated for profit, or to gain some unfair or dishonest advantage.
Working in the collision repair industry puts the core of my moral character to the test daily. Do I choose to tell the truth or shall I lie? What is the answer when one of my major insurers wants me to mislead my customers to save the insurer money. My morals are being tested and I'm not even reaping the benefits, when a particular insurer wants me to tell my customers that aftermarket parts are the same as OEM. When I told him I couldn't do that, he went on to try to convince me to the contrary, saying that their guarantee was better so that made the part better. Of course, I disagreed and I still do.
I will choose truth every time.
The truth is that a knock-off Rolex may look like the real thing, but it is still not the same. I may be able to pass off a counterfeit $100 bill to a trusting customer but it would still be a moral crime.
It is appalling just how far some insurers will go to save a buck by deceiving the poor, unsuspecting customer. It's not about the aftermarket parts per se, but the deceit involved in defending the parts to the consumer.
When discussing business ethics, I define words like "truth" and "integrity." Have they really stooped so low that they will justify anything in the name of business? Worse yet, excusing themselves by declaring "It's my job." I say," If your job makes you lie and steal, then you should get another job. How can you lie to people all day and then go home and teach your kids to tell the truth? Every time you try to defend something that you know is wrong, you are sinking lower and lower into a place of no return. Soon you will believe your own lies.
No adjuster has ever asked me to use aftermarket parts on one of their own vehicles. So why don't we start telling the truth about aftermarket parts. Yes, they are less expensive, and invariably lower in quality. Insurers request them simply to save themselves money.
Why do insurers bother to guarantee aftermarket parts at all? If aftermarket parts are so good, they shouldn't need a guarantee. I have never had an insurer mention their guarantee on OEM parts. I wonder why?
If aftermarket parts were the same as OEMs, then insurers would be advertising that they guarantee OEM parts also. They never do this because the OEM part is guaranteed by the manufacturer and shops rarely have a problem with them. I have never had an insurer pay me any extra to fit nor re-do an OEM part installation. Try it. Ask your adjuster for extra time to fit your next OEM fender and see what happens.
Do insurers really think that shop owners are that stupid? It's like catching your kid in the cookie jar when he has cookie all over his face – and he still denies that he ate any cookies. Who are you going to believe – the kid or your eyes?
Insurers have had their hands in the cookie jar for so long that they have enough nerve to call us the liars when they have cookies all over their faces. When will wrong be wrong and right become right again? I'll tell you: when we stand up to the insurance companies and make them accountable for the deceit that they are perpetrating on the poor unsuspecting consumer. Remember the definition of "Fraud" I wrote above, who does that sound like?
Our profits are diminishing because we have believed their propaganda. We believe that we cannot stand up to them. Many think I am committing business suicide because I am willing to speak out. Believe me, I am committing business suicide if I don't.
As ethical businesspeople we need to tell the truth, not only to our customers but to ourselves as well. Our rates must be raised if we want to make a profit.. We need to tell the truth about aftermarket parts and we should never take part in deceiving a consumer no matter what we stand to lose.
I have been in business for around 30 years. My shop, "Faith" Quality Auto Body, is a large volume shop. I'm not talking about survival, I'm talking about profit. In reality, I could lower my prices below my competition and survive for quite some time without any profit at all. But I'm in business to make a profit and the better I am able to run my business, the more profit I'm entitled to make. I want to build new buildings and continue to buy new equipment and have a nice office. Why is it that if a body shop owner is making great money and investing in the latest equipment he is looked upon as a thief?
The mind set of the insurance company needs to be altered. Most insurance companies have nicer buildings than you or I have. If you have ever been in my private office, you know that they all have better offices than I have.
I'm in the process of building a new building with 4,000 square feet dedicated just to the office. For the first time, I'll have a decent office that will fit more than one other person besides me. Guess what? There is nothing wrong with shop owners earning enough money for nice facilities.
Think about this: what more can they do to you that they are not already doing? Why wait until you are desperate or worse – out of business – to figure it out.
The name of the game is "business" and profit is the star player. With truth, honesty, and integrity, what do you have to fear? Reread all the definitions above one more time and see where you fit in? The choice is yours!
In business for over 29 years, Lee Amaradio, Jr. is the president and owner of "Faith" Quality Auto Body Inc. in Murrieta, California. With 53 employees, he attributes his success to surrounding himself with good help, with some of the best office staff and techs in our industry. Amaradio has been in this industry long enough to see the handwriting on the wall. He feels that now is the time for us to unite as an industry before it's too late. He can be reached by e-mail at lee@faithqualityautobody.com.


the weekend that the bean had been both dreading and looking forward to was finally upon us - jamz nationals in vegas. even though this is her second go-round at nationals, she was still feeling really nervous and anxious about it despite our reassurances that she was going to do a great job. the girls were scheduled to board a party bus that would take them to the "welcome to las vegas" sign while they had a dance party onboard before being dropped off at a local cheer gym for practice on friday. it just so happened to be parent-teacher conference week at school, which meant that she actually had the day off and wouldn't miss any instructional time. perfect.
with the meet time set for 10:45 on friday morning, we were packed up and making our way up the 15 freeway by 7am.
the drive to vegas is usually pretty long and boring, and this time was no exception. the nice part was that it was so early that we didn't hit any traffic, with wide open roads the whole way.
although we'd sworn last year that we'd stay at a nicer hotel next time, we ended up staying at the orleans hotel because it was just easier to be on the same property as the arena for the competition. and we pulled in with about ten minutes to spare, finding a big group of the girls and their parents already congregated near the front desk. the bean was excited to see her cheer sister, who gave her a big hug right away.
and then it was time to say goodbye for a few hours while she went off for some kid-friendly fun before cheer practice.
the hub got us all checked in, and we headed upstairs to put our luggage in the room before heading out for a few hours of "us" time. our room was nicer this year than i remembered it to be last year, with a view of the pool that's currently closed for the season.
i went a couple more times before i decided to cash out. not bad for 5 minutes of play, right??
we headed over to the new park MGM, which had previously been our old standby, the monte carlo. that was the first trip we ever took together, so it brought back some pretty fun old memories for me. they recently opened the vegas version of eataly just a couple of weeks ago, and that's where we decided to stop for some snacks.
when i saw this, i knew we had to bring the bean back here later.
speaking of the bean...can you spot her in this picture?
she was pretty excited to see that we were having sushi.
and she thought the way they folded their napkins was really cute.
i can't resist a good brussels sprout appetizer, and this one was really good - roasted and served with a really tasty honey-based sauce.
she was super stoked at the sight of this being brought to the table.
while the hub went off to pick up MIL at the airport - which was a surprise for the bean - she and i walked into the new york, new york hotel to pay the hershey store a visit.
we had fun walking through the whole store and checking out all of the goodies.
this statue of liberty is made completely of hershey's chocolate.
the bakery cases were full of all sorts of deliciousness that we somehow managed to stay away from aside from taking these pictures.
but we didn't leave completely empty-handed.
this store looked like fun, and it was.
we had so much fun looking at all of the silly novelties in there.
while we were in there, the hub called to let me know that he'd picked up MIL and they were just down the street. we went back to the spot where he'd dropped us off, and it was so much fun to see and hear her excitement when she opened the door and saw her beloved grandma sitting in the car waiting for her. we headed back to the orleans to drop off her luggage, and while we relaxed in our rooms for a bit the old lady facetimed me with molly.
we caught a taxi that took us back to the strip for dinner, and with the crazy traffic we decided to save ourselves some time (and cab fare) and had him drop us off across the street from where we were going.
why yes, we did indeed go to eataly twice in one day. we sure did.
the bean was stoked to have some prosciutto and burrata.
MIL opted for the rotisserie chicken with some brussels sprouts on the side.
and the hub had a steak of his own, and brought us a plate of carpaccio to round out our meatfest.
the bean did have a nutella crepe for dessert, but i didn't bother to take a picture of it because while it was delicious, it wasn't very pretty. heh.
she was so excited when she realized that she and MIL were sharing their own room, and with an early call time and a super long day of competition, they called it a night around 9:30. the hub and i were ready for some fun, and caught an uber that took us to caesar's palace. we hung out at the montecristo cigar bar, where we enjoyed some adult beverages, the hub had a cigar and we both played some video poker.
knowing that i had to have the bean ready and up in the coach's suite by 7:30 the next morning, we ended up back in our room before midnight. long day, but full of fun and anticipation for what the weekend would bring. ah, how i love the vegas.
K's great poses kill me!
Can't wait to hear about the rest of the trip.


text:
All our past we leave behind with Manus
Rob Idol
The ongoing crisis at Manus is not just an issue that needs solving, it is also a slash across the face of the Australia we grew up idolising.
I have deep-seated pride in my country. Pride born from the Australia that I was taught about as a child. The Australia I saw as a child. The Australia that didn't need blind, spectacle-driven patriotism to get its people onboard. The Australia that had national pride because we knew, through our actions, that we were better than everyone else. That we were fairer. That the Australian dream, rather than being built on the relentless pursuit of success, was built on a core concept that we could all relate to: a fair go…literally the most Australian phrase that could be uttered.
In a country made up of a myriad of cultures, religions, races, genders and backgrounds, the "fair go" has always been the thing we could agree on – the credo that transcended every other artificial divide that society thrust upon us. The concept that saw generations of refugees make Australia their home; where they may not have always been welcomed with open arms, but were permitted to freely and openly contribute their thread to the rich tapestry of our culture. All under the proviso that they believed in a fair go for everyone. Are we richer for it? Bloody oath we are. A large portion of us (myself included) wouldn't exist otherwise, and the many things that make our country great now wouldn't have either.
If anyone can honestly say that what the current refugees on Manus Island have been and are being subjected to right now represents a "fair go", then I would politely suggest that they need a rather aggressive lobotomy.
Those with a modicum of respect for basic human rights celebrated not too long ago when the PNG Supreme Court ruled the Australian-run Manus facility as being in violation of the PNG Constitution (specifically the right to liberty) and ordered its closure. Pressure on the Government both domestically and internationally had consistently failed to sway them so perhaps a forced closure would leave them with no option but to bring the detainees to Australian shores and process them properly.
After all, the ruling by the PNG Supreme Court spoke specifically to the deprivation of liberty and treatment of the detainees; what choice could there be other than to finally process and resettle them?
For the Australian Government, however, what should have been a watershed moment in this mess where they might be forced to remember their human rights obligations (both legally and otherwise) was seen as the perfect opportunity for a handball and for some surgical handwashing.
Manus was run by the Australian Government with Australian personnel involved (both public and private). They've left. The detainees, however, remain. They are being relocated to nearby PNG-run facilities. There are no declared plans for them, nor a real strategy. They don't know whether they will be permitted to work in the areas that they are potentially going to be resettled in. Most importantly, they don't know whether they will be safe.
So much so that 600 detainees have refused to leave, citing their safety concerns. An affidavit lodged in the PNG Supreme Court by one of the refugees, Behrouz Boochani, stated that "The police already, they beat some of the refugees and the local people. They attack the refugees and rob them. This place is not a safe place".
As bad as conditions were for the people on Manus, and the treatment and negligence they have suffered at the hands of Australians, for them it is still their safest option. This alone should be cause for a closer look at what is going on, but rather than investigating, we've packed up our shit and left, making sure to clear out the fridge, turn off the electricity and turn off the water on our way out.
Border protection is as important as it is difficult. It's as grey as an area can get, which above all else means that it doesn't lend itself to blanket solutions.
Those that are refusing to leave have been told in no uncertain terms that if they choose to remain, they will be treated as anyone would who is trespassing on an active military base as control of Manus is given to the PNG Government. What that means remains to be seen, but I don't think anyone is naïve enough to believe that it will be handled peacefully.
Immigration Minister Peter Dutton has waved away criticism as only he can, sticking to his tired claim that anything negative reported about the conditions in Manus or in the new facilities is "nothing more than subterfuge".
The UN High Commissioner for Human Rights, however, isn't buying what Dutton is shovelling, describing the situation as an "unfolding humanitarian emergency". Spokesperson, Rupert Colville, has expressed "serious concerns for the welfare, safety and wellbeing of the roughly 600 men who remain in the accommodation compound, who are too frightened to leave… We call on the Australian Government as the party who interned the men in the first place, to immediately provide protection, food, water and other basic services".
Another statement that cuts to the very core of this divisive issue. The Australian Government interned these people. In basic legal terms, we have a duty of care. In more important terms, washing our hands of a situation that we have created is inherently un-Australian.
Acting PM, Julie Bishop, towed the same old tired line this week, making it very clear that these men are not the responsibility of the Australian Government – these men who we detained, exposed to horrific and dangerous conditions and left to languish for years, all for the crime of asking for help.
The issue of border protection is as important as it is difficult. It's as grey as an area can get, which above all else means that it doesn't lend itself to blanket solutions. Not one of us wants to see the next radicalised suicide bomber welcomed through the gates. But I simply cannot believe that this is what we want. It can't be. We are better than that. Well, we're supposed to be better than that.
Believe it or not, that's not even the worst part. The position of the Australian Government has been consistent and unwavering for some time – refugees arriving by boat will not be allowed on Australian shores – a position I wholeheartedly disagree with, but it's hardly a secret. Now, not only are we not letting them come here, not only have we locked them up and exposed them to conditions rivalling those they were fleeing, not only have we happily walked away from them and handed them over with no strategy in place for their welfare, but we have refused the help of others who are willing to do the right thing.
New NZ PM Jacinda Arden reached out to the Australian Government this week to reiterate NZ's previous offer to take 150 of the 600 detainees on Manus. The Australian Government again refused, claiming that it would still undermine the message they are trying to send to people smugglers. Even when someone else offers to make it their problem, the politics of it all is more important than the lives of the innocent people at the centre of it all. In one breath we claim to not be responsible; in the next, refuse to allow anyone else to help. The word "disgusting" doesn't have enough synonyms to adequately express the depths to which we have sunk.
Everyone's favourite phone-thrower, Russell Crowe, even entered the debate this week, offering to take responsibility for six of the detainees himself before saying what most of us were already thinking on Twitter:
Manus. A Nations shame. Lives held in limbo . Lives lived in fear & despair . It's fucking disgraceful
— Russell Crowe (@russellcrowe) November 1, 2017
Crowe also pointed out that it's likely there are many others within the Australian community that would make a similar offer – and I'd argue he's 100% correct. But we have to teach those people smugglers a lesson, even if it means using some of the world's most vulnerable people as cannon fodder.
All too often in recent times, I've been faced with the idea of "being ashamed to be an Australian". The thought does come to mind when you look at atrocities like this being performed by our Government and therefore in our name. The truth is, I do feel shame. But I will never say that I am ashamed to be Australian.
The sociopaths (is there really another term more appropriate here?), making these decisions don't have the right to misappropriate our culture or our wishes. I refuse to allow their misguided actions to define what an Australian is; and at the risk of sounding emotive, if you truly believe that what they are doing is right then you don't have the right to call yourself an Australian.
I am disgusted and ashamed in our leaders; and I'm ashamed and disgusted of those that continue to support their actions. Aren't you? If not, why the hell not?
We have allowed our leaders to become lazy. We've allowed them to exclusively adopt approaches that more often than not throw the baby out with the bathwater. Running a country, especially in a fair way, is no easy task. I don't claim for a second that I could do it. But those who are, asked for the job. They pleaded for your votes. They signed a contract with all of us to not only protect and advance our interests as a people, but to do so in a way that is in line with our basic cultural values. They continue to breach that contract and we continue to let them. So while I'm not ashamed of my country, we are heading down a path that could very well take us to a point where my country is no longer recognisable; no longer mine and no longer yours.
If you still aren't convinced, consider the fact that US President Trump recently told our PM Turnbull "You are worse than I am", when discussing the treatment of refugees. There could be nothing more un-Australian than to be compared with, let alone considered worse than, the current US President.
One of my favourite quotes, usually attributed to Edmund Burke, is "The only thing necessary for the triumph of evil is for good men to do nothing". For an Irishman, he's done a pretty good job of describing the Australian spirit in my opinion. For we have always held ourselves up to be those good men (and women). Those who stand up and call out bullshit when it needs to be called. Those that stand up for the little guy, particularly when they are being persecuted by a much bigger guy.
Is this something we really want to lose?
Rob is an aspiring writer who balances his time between a "real" job and his passion for politics, social justice and all things creative. He has an MBA, an unhealthy obsession with current events, an even unhealthier obsession with pop culture and has been known to offer favourable food reviews in exchange for free meals. www.robidol.com.au
View more posts by Rob Idol
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What did we do to deserve this? Well, everything, actually