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Joint Ventures in South Africa
Herbert Smith Freehills LLP
South Africa December 2 2019
Types of joint venture
What are the key types of joint venture in your jurisdiction? Is the 'joint venture' recognised as a distinct legal concept?
The most common type of joint venture in South Africa is an incorporated entity, normally a private company, but sometimes a public company. These companies are incorporated under, and regulated by, the South African Companies Act. Unincorporated partnerships are also sometimes used, but there are distinct disadvantages in using a partnership for a joint venture. For example, the partners are jointly and severally liable for the partnership debts. South African law does not provide for limited liability partnerships or partnerships registered under a statute. Partnerships are regulated by the South African common law.
The term 'joint venture' is not a distinct legal concept in South Africa, but it is commonly referred to in commerce. Because the term joint venture does not have a technical legal meaning it is sometimes used inconsistently, referring to anything from a cooperation arrangement between two parties to a joint venture arrangement involving a legal entity. Purely contractual joint ventures (such as cooperation or co-ownership agreements) are also common in South Africa. These arrangements have to be documented carefully so that they do not classify as a partnership.
Common sectors
In what sectors are joint ventures most commonly used in your jurisdiction?
Joint ventures are used in most sectors in South Africa, but are particularly popular in the mining, construction and project-finance sectors. It is possible to implement joint ventures across all sectors and industries in South Africa. Joint ventures are particularly prevalent in industries and sectors involving long-term projects requiring large capital expenditure. Participants seeking to limit their exposure and costs associated with capital-intensive projects regularly use joint ventures to pool resources and access the margins available at scale.
Rules for foreign parties
Are there rules that relate specifically to foreign joint venture parties?
There are no specific rules that relate to foreign joint venture partners, other than the South African exchange control regulations. Joint ventures are not specifically regulated in South Africa. If the joint venture vehicle is a company, company-law rules (mainly the South African Companies Act) apply. If the joint venture is structured by way of an unincorporated partnership, the South African common-law rules applicable to partnerships apply. There are no company-law or partnership-law rules that relate specifically to foreign joint venture parties.
South Africa has strict exchange control regulations and the participation by foreign joint venture parties would be subject to these. Generally, the exchange control regulations require approval from the South African exchange control authorities to bring money or property into South Africa (whether by way of loans or share issues or partner contributions) and taking money out of South Africa (whether by way of dividend, distribution or upon a sale of the joint venture interest). Foreign joint venture parties may be taxed in South Africa differently from their South African counterparts.
Ultimate beneficial ownership
What requirements are there to disclose the ultimate beneficial ownership of a joint venture entity?
This depends on the type of joint venture vehicle. If the joint venture vehicle is a company, the South African Companies Act requires disclosure of certain share transactions. These disclosure requirements apply only in respect of companies that qualify as regulated companies in terms of the Companies Act. Public companies are regulated companies, but private companies may also be regulated companies if more than 10 per cent of the company's issued shares have been transferred within 24 months preceding a transaction.
The Companies Act imposes an obligation on a person who acquires a beneficial interest in the securities or class of securities issued by a company that, as a result of the acquisition, holds a beneficial interest in securities amounting to whole multiples of 5 per cent of the issued securities of that class. There is a similar obligation on a person who disposes of a beneficial interest in sufficient securities of a class issued by a company; as a result of this disposition, the person no longer holds a beneficial interest in securities amounting to a particular multiple of 5 per cent of the issued securities of that class. The obligation is to notify the company of such a change. The regulated company, in turn, must file a copy of the notice with the Takeover Regulation Panel and report the information to the holders of the relevant class of securities, unless the notice concerned a disposition of less than 1 per cent of the class of securities. There are generally no requirements for disclosure of the ultimate beneficial interest in a partnership.
Setting up and operating a joint venture
Are there any particular drivers in your jurisdiction that will determine how a joint venture is structured?
The most common factors driving the structure of a joint venture will be the parties' preferred tax treatment of the joint venture (see question 19), competition law concerns (see question 13) and accounting (eg, whether the parties want to consolidate the joint venture in their accounts).
Apart from the above reasons, limited liability is generally the driver determining the type of joint venture. It is not possible under South African law to have an incorporated or limited liability partnership, and common-law partnerships expose partners to joint and several liability for the partnership debts. For this reason, incorporated joint ventures are more common. There are also other legal issues with partnerships that parties will have to consider in determining the structuring of a joint venture. For example, partnerships, not being separate legal entities, generally come to an end if one of the partners leave. This is not the case with companies that have perpetual succession, and changes in membership do not affect the existence of the company.
There are also practical considerations that may play a role in determining the structure of a joint venture. Partnerships are established and operated by contract and are, therefore, easier to establish and operate than companies.
An additional important consideration in South Africa in structuring joint ventures is black economic empowerment. There may be certain instances where a joint venture would need to be structured with a particular shareholding that qualifies as a black shareholding in terms of the broad-based black economic empowerment measures applicable in South Africa. In addition, there may be certain requirements for directors on the board or management of the company that qualify under the black economic empowerment measures (see question 31).
Tax considerations
When establishing a joint venture, what tax considerations arise for the joint venture parties and the joint venture entity? How can tax charges be lawfully mitigated?
There are generally no tax costs in setting up a joint venture as a company or a partnership. If the joint venture is set up as a company, the company is generally the tax-paying entity and there will only be tax on distributions to shareholders. In the case of a partnership, and because a partnership is not defined as a person for normal tax purposes, it is not a taxable entity. For certain other purposes (for example, value added tax), however, the partnership is regarded as a body of persons, but only for those purposes. Since a partnership is not a taxable entity, and its individual partners are liable for normal tax on their portion of the partnership's profits, the income that has been received by a partnership is deemed to have been received by the partners individually on the same date as the receipt of the book by the partnership, in accordance with their profit-sharing proportions as set out in the partnership agreement.
Asset contribution restriction
Are there any restrictions on the contribution of assets to a joint venture entity?
There are no general restrictions on the ability of joint venture participants to contribute assets to the joint venture. If the joint venture is an incorporated joint venture, the contributions would take the form of subscriptions for shares. The consideration for the shares can be money, property, labour, or any other thing undertaking promise or agreement.
If the joint venture is a partnership, contributions take the form of money, knowledge, experience, expertise, labour or its equivalent. Because the partnership does not have separate legal existence (distinct from the partners composing it), its property is owned in common by the partners in undivided shares.
Interaction between constitution and agreement
What is the interaction between the constitution of the joint venture entity and the agreement between the joint venture parties?
This depends on the type of joint venture. The position under the current South African Companies Act differs from the position that has always prevailed in South Africa. Previously, it was possible for the shareholders in a joint venture company to enter into a shareholders' agreement and provide that the shareholders' agreement prevails in the event of a conflict between the shareholders' agreement and the company's articles of association. Under the current South African Companies Act, this is no longer possible. The South African Companies Act provides that a shareholders' agreement must be consistent with the Companies Act and the company's memorandum of incorporation (its constitution), and any provision of such shareholders' agreement that is inconsistent with the Companies Act or the company's memorandum of incorporation is void to the extent of the inconsistency. This has resulted in joint venture parties including more provisions in the memorandum of incorporation to remove any inconsistency and the risk of such provision being void.
The memorandum of incorporation has to be filed (registered) with the Companies and Intellectual Property Commission. There is no requirement for the shareholders' agreement to be registered, but, sometimes, parties file the shareholders' agreement together with the memorandum of incorporation, and incorporate its terms by reference, so as to avoid any inconsistency between them that may result in the shareholders' agreement being void.
Partnerships are not regulated by statute and are governed by contract. The partnership agreement serves as both the constitution of the partnership and the agreement regulating the partners' relationship. A partnership agreement does not have to be registered.
Party interaction
How may the joint venture parties interact with the joint venture entity? Are there any restrictions?
The rules differ depending on the type of joint venture.
In the case of companies, interaction between the joint venture parties (shareholders) and the company is regulated by the Companies Act and the company's memorandum of incorporation. Generally, such interaction takes place at shareholders' meetings. Matters such as information sharing are regulated by the South African Companies Act and the company's memorandum of incorporation (and, to a lesser extent, the shareholders' agreement). Information given to directors nominated by a specific shareholder can generally not be shared with the shareholder nominating the director. Sometimes the memorandum of incorporation will include a specific provision allowing such sharing of information but it will be subject to the directors' fiduciary duties, and this will generally allow the sharing of the information by the director.
Partnerships in South Africa are not legal entities. In other words, partnerships are not recognised under South African law as a legal person. The interaction between the partners is purely contractual. Partnerships are largely unregulated and information-sharing between partners is unrestricted. Partners have a duty to observe good faith, which includes a duty to guard against a conflict of interest. The duty to guard against a conflict of interest means that a partner may not place itself in a position where such partner's private interests may conflict with the partner's duty towards the partnership. It also means that a partner may not use information that it obtained for its own benefit if such action would conflict with the partnership's interest. The general principle underlying the fiduciary duty of a partner is that it may not acquire, or retain for itself, any benefit or advantage that falls within the scope of the partnership's business, and which it is the partner's duty to acquire for the partnership.
Exercising control
How may the joint venture parties exercise control over the joint venture entity's decision-making?
South African incorporated entities transact the majority of their business by simple majority decision of the board of directors or by majority votes of the shareholders. Therefore, in the absence of any agreement to the contrary, minority investors have relatively few rights by operation of law to exercise control over a joint venture entity's decision-making - this is particularly the case in an incorporated joint venture where a majority shareholder with an interest of more than 50 per cent will be able to effectively control the joint venture, including through the power to appoint and remove directors. As such, it is customary that minority investors seek additional ability to block controls by a majority shareholder in these circumstances, and this additional protection should be included in the memorandum of incorporation.
In the case of a company, the joint venture parties, as shareholders, generally exercise control of the joint venture through reserved matters, which are matters that cannot be undertaken by the company without a specified majority of shareholders approving such matter. Shareholders have the ability to nominate directors to the board, but directors owe fiduciary duties to the company when they make decisions and cannot generally act on the instructions of the shareholder who nominated such director. Having said this, it is also possible to provide that certain board decisions can only be taken with the consent of all of the directors.
In a partnership, control of the partnership by the partners is exercised by including reserved matters that cannot be undertaken by the partnerships or the partners without consent of a specific majority vote.
What are the most common governance issues that arise in connection with joint ventures? How are these dealt with?
The most common governance issues that arise in connection with joint ventures relate to the split between the daily operations of the business and overall supervision of the daily operations. Generally, whether the joint venture is operated through a company or a partnership, there would be an operating or management committee that would be responsible for the daily operations of the partnership or the company. This body would have some sort of delegated authority to take certain decisions on behalf of the company or the partners. There would generally be oversight of such operating or management committee either by the board or by the partners themselves. In the case of a company, certain decisions may also be reserved for the decision-making by the shareholders of the company. See also the discussion in question 31 about black economic empowerment.
Nominee directors
With an incorporated joint venture, what controls exist in your jurisdiction in relation to nominee directors? How should a nominee director balance the potentially conflicting interests of the joint venture company and the appointing shareholder?
Generally, directors, whoever nominates them, owe fiduciary duties to the company and have to act in the best interests of the company. This means that directors are not allowed to act in the best interests, or on the instructions, of the shareholder who nominates them. The director should always act in accordance with this fiduciary duty and cannot balance the conflicting interests of the joint venture company and the appointing shareholder. This generally means that the director considers only the best interests of the company, and only where those interests coincide with the interests of the nominating shareholder can the director take into account the interests of the nominating shareholder. The fiduciary duties owed to the company are paramount.
What competition law considerations are engaged by the formation and operation of the joint venture? Is approval needed?
The formation of a joint venture may require merger approval from the competition authorities if it results in a direct or indirect acquisition or establishment of direct or indirect control over the whole or part of a business of another firm and if it meets the financial thresholds for a notifiable merger. There is no exclusion in South Africa in respect of non-full function joint ventures. Instances in which there may be an acquisition or establishment of control include the following:
a transaction where two or more firms acquire joint control over an existing entity or the whole or part of a business in circumstances where at least one of the firms did not previously have control; and
a transfer of interests, assets or the whole or part of a business to a joint venture entity resulting in an acquisition of control by the joint venture entity over those interests, assets or business.
A transaction where two or more firms create a new entity, over which they exercise joint control and contribute, for example, funds and know-how, is unlikely to require merger approval, provided there is no transfer of interests, assets or the whole or part of a business to the joint venture entity.
Joint ventures are often pro-competitive and efficiency-enhancing; for example, a joint venture may facilitate entry into a market that may not have been possible to enter independently. However, joint ventures between competitors may present competition-law risks. It is imperative that any joint venture between competitors has a legitimate purpose and only places restrictions on the joint venture parties that are commercially necessary for the operation of the joint venture. In addition, agreement between competitors on issues such as price, quantity and quality should only be reached if it is ancillary to the legitimate purpose of the joint venture. Information-sharing protocols should be put in place to prevent the sharing of competitively sensitive information that goes beyond that which is required for the operation of the joint venture.
What are the key considerations in your jurisdiction in structuring the provision of services to the joint venture entity by joint venture parties?
It is common for the joint venture parties to provide services to the joint venture entity. The key considerations in structuring these provisions are tax issues and the rules relating to conflicts of interest under the South African Companies Act.
Commercially, joint venture parties will want to assess whether the provision of services will be at arm's length and whether they will need to negotiate the provisions of any services with the joint venture parties.
It is also important to consider the nature of the services being provided or whether the joint venture is carrying out regulated activities, as this may lead to additional regulatory scrutiny over the contractual arrangements and may also require specific mandatory terms to be included in any contract.
What impact do statutory employment rights have in joint ventures?
South African employment law is generally favourable to the employees with specific statutory rights given to employees in various labour laws. For example, employees have statutory entitlement to paid leave, the right to strike and statutory protection against retrenchments. Generally, these would apply to a joint venture in South Africa and employees who are employed in the joint venture would enjoy these statutory protections. If there is a transfer of the employees from the joint venture parties to the joint venture, in certain circumstances the joint venture entity would be responsible for recognising certain employment protections prior to the transfer of the employees to the joint venture (mainly, if there is a transfer of the business of the joint venture parties to the joint venture entity as a going concern). Secondments from the joint venture parties to the joint venture entity itself should be considered carefully, as some of the statutory rights may attach to the joint venture entity.
How are intellectual property rights generally dealt with on the creation, operation and termination of a joint venture in your jurisdiction?
This depends on the circumstances. Very often, intellectual property (IP) rights are held by the joint venture parties and licensed to the joint venture. Sometimes, a separate IP entity is created that holds the IP, and this entity licenses the IP to the joint venture. IP rights of the joint venture itself are normally vested in the joint venture entity, and would be dealt with in the same way as other assets upon termination.
Funding the joint venture
Typical funding
How are joint ventures generally funded in your jurisdiction? Are there any particular requirements relating to funding and security packages?
Incorporated joint ventures are funded by the shareholders by way of shareholder loans or through the subscription for shares. In addition, outside bank or financial institution funding is generally provided. Any financial assistance to the company would have to comply with the provisions of the Companies Act. Share subscriptions are also subject to rules set out in the Companies Act.
In the case of partnerships, funding is generally provided by way of contributions and capital accounts. In addition, outside bank or financial institution funding is generally provided. Partner contributions are generally regulated by the partnership agreement.
All funding to the joint venture by foreign joint venture parties will be subject to the South African exchange control regulations, which, if obtained, would generally mean that funds can be remitted to the foreign joint venture parties (see question 18).
Capital injection restrictions
Are there any legal or regulatory restrictions on the injection of capital into, or the distribution of profits or the extraction of cash by other means from, the joint venture entity?
There is a general restriction on the distribution of profits or the extraction of cash from a South African joint venture to a non-resident joint venture party in terms of the South African exchange control regulations. The restriction generally means that, when the joint venture is established, approval is obtained for funding provided to the joint venture, and there are certain restrictions on the terms of such funding. If the funding is provided within those restrictions and upfront approval is obtained, the distribution of profits and the extraction of cash is generally allowed, provided the exchange control authorities are informed of the distribution or extraction. For example, in the case of a company, a subscription for shares requires approval from the exchange control authorities, and such approval takes the form of a non-resident endorsement on the share certificate. Provided that the non-resident endorsement is obtained, dividends or other distributions to a non-resident are allowed.
If the joint venture is a company, the injection of capital into the joint venture will be by way of a subscription for shares. The South African Companies Act requires the subscription to be approved by the board, but only for adequate consideration to the company, as determined by the board. The board's determination of the adequacy of the consideration for any shares may not be challenged unless there is a breach by the directors of their fiduciary duties.
There are restrictions on the distribution of profits by a company to its shareholders. Generally, any distribution needs to be authorised by the board and can only occur if it reasonably appears that the company will satisfy the solvency and liquidity test immediately after completing the proposed distribution.
Contributions by and distributions to partners in a partnership arrangement are generally regulated by the partnership agreement.
What tax considerations should be taken into account in the operation of the joint venture?
Tax considerations play an important role in the structuring and operation of the joint venture, and in relation to the contributions and distributions of funds to the joint venture, whether as a loan or as share subscriptions. Specific tax advice should be obtained in relation to all of these tax issues. Generally, apart from normal income and capital gains tax, tax is payable in respect of distributions to shareholders in the form of dividend withholding tax. Particular emphasis should be placed on tax considerations relating to transactions between connected persons; the South African tax laws include specific provisions relating to transfer pricing and specialist advice should be sought in relation to those. The transfer pricing provisions in the South African Income Tax Act were amended in 2012 in order to modernise the South African transfer pricing rules in line with those of the Organisation for Economic Co-operation and Development (OECD). The wording of the current transfer pricing rules is aligned with the wording of the OECD and United Nations Model Tax Conventions. Section 31 provides special anti-avoidance rules (or transfer pricing provisions) with regard to certain international transactions involving transfer pricing and thin capitalisation to ensure that international transactions are based on arm's-length principles in order to avoid artificial profit shifting by transacting at terms that are different from those that would have applied had the transaction been concluded on normal commercial grounds between unrelated parties.
Accounting and reporting issues
Are there any noteworthy accounting or reporting issues for the joint venture parties regarding their investment in the joint venture?
In relation to joint ventures operated through companies, the normal accounting and reporting rules applicable to companies would apply to such joint venture entities. In relation to joint ventures through partnerships, these are less regulated by a particular statute, but the general accounting rules applicable to partnerships would apply.
In certain circumstances, companies are required to keep accounts for each financial year. Parties to a joint venture arrangement through a corporate entity may want to consider how their participation will impact their existing group structure, accounts and tax. In particular, whether their holding in the joint venture would be considered an investment or a subsidiary. If the latter, the entity may need to be consolidated into the joint venture parties' financial accounts.
Deadlock, exit and termination
Deadlock provisions
What deadlock provisions are commonly included in joint venture agreements in your jurisdiction?
There are a number of mechanisms available to resolve deadlock situations in South African joint ventures. The options range from internal dispute resolution mechanisms, such as the escalation of the deadlocked matter to senior representatives of the joint venture parties, to third-party solutions, such as mediation or expert determination (where appropriate).
The deadlock provisions depend on the extent of the interests of the joint venture partners. If their participation interests are equal, it is common for a deadlock to result in the liquidation of the company. This is sometimes preceded by some form of mediation, generally a referral to more senior members of the board of the joint venture parties (such as the chairperson).
Where the interests of the shareholders are not equal, there are a number of deadlock-breaking mechanisms, ranging from put and call options to forced sales. The most common deadlock-breaking mechanism is to refer the deadlock to the shareholders or to particular senior individuals in the shareholders, and if no decision can be reached, the decision is not taken.
Exit provisions
What exit provisions are commonly included? Does the law restrict any forms of mandatory transfer provision or any basis of calculation?
Exit provisions include put and call options, tag- and drag-along provisions and forced sales in the event of a breach. Russian roulette or Texas shoot-out provisions are also common in South African joint ventures. In the case of Russian roulette and Texas shoot-out provisions, the mechanisms are only workable where there are a small number of parties (preferably two). In practice, while the mechanisms are often included in joint venture agreements, they are rarely used.
South African law does not generally restrict any forms of mandatory transfer provision or the basis of calculation, but these provisions may be subject to the provisions of the Conventional Penalties Act. The Conventional Penalties Act provides that a stipulation in a contract whereby it is provided that any person shall, in respect of an act or omission in conflict with a contractual obligation, be liable to pay a sum of money or to deliver or perform anything for the benefit of any other person, shall be capable of being enforced in any competent court. However, the Conventional Penalties Act contains a prohibition on accumulation of remedies and contains certain limits on the recovery of penalties. Generally, a person shall not be entitled to recover, in respect of any act or omission that is the subject of a penalty stipulation, the penalty and damages or (except where the relevant contract expressly so provides) damages in lieu of the penalty. The Conventional Penalties Act also makes provision for the reduction of an excessive penalty. The court, upon hearing of a claim for a penalty, if the penalty is out of proportion to the prejudice suffered by the person by reason of the act or omission, may reduce the penalty to the extent it considers equitable in the circumstances.
There are also restrictions that may apply in circumstances of insolvency. Generally, these consist of circumstances where the liquidator may choose not to give effect to the contractual provisions of a contract to the extent that it is to the prejudice of creditors generally.
Tax considerations following termination
What are the tax considerations on termination of the joint venture?
Again there are general tax considerations that differ depending on the type of joint venture. Generally, distributions are subject to tax upon termination of the joint venture unless the distributions can be structured so that they fall within the group tax relief provisions set out in the Income Tax Act, such as the relief relating to distributions in anticipation of the winding up of a company.
Choice of law and resolution methods
In your jurisdiction, are there constraints on the choice of law or the method of dispute resolution provided for in joint venture agreements?
A joint venture business operating in South Africa is not constrained as to the governing law provided for in its joint venture agreement. Similarly, there are no constraints on the method of dispute resolution chosen by a party. The party should ensure they choose dispute resolution mechanisms appropriate to the various types of dispute that may arise. For example, a deadlock dispute may be better resolved by expert determination (if such mechanism is recognised under its chosen governing law) than by litigation.
Mandatorily applicable local law
What mandatory provisions of local law will apply irrespective of the choice of governing law?
The choice of law of the parties will generally apply, other than in matters of procedure or instances where the choice of law would result in something that is against public policy in South Africa. There may also be instances where specific statutory requirements would override the choice of law. For example, the South African courts will not enforce the revenue laws or penal laws of foreign states.
Remedy restrictions
Are there any restrictions on the remedies a tribunal can grant that would have a bearing on the arbitration of joint venture disputes? Are there any restrictions on the arbitration of shareholder claims?
There are no general restrictions on the remedies a tribunal can grant that would have a bearing on the arbitration of joint venture disputes.
In certain circumstances, the South African Companies Act makes a provision for alternative dispute resolution as an alternative to applying for relief to a court or filing a complaint with the Companies and Intellectual Property Commission.
Minority investor protection
Are there any statutory protections for minority investors that would apply to joint ventures?
In the case of incorporated joint ventures (companies), the Companies Act contains statutory protections for minority shareholders. Broadly, these minority protections will protect minority shareholders if the company's business is being carried out recklessly, with gross negligence, with intent to defraud any person or for any fraudulent purpose. If a company's business is conducted in such a manner, the Companies and Intellectual Property Commission may issue a compliance notice to the company requiring it to cease its operations.
Shareholders may also apply to court for relief in the event that any act or omission of the company has had an oppressive or unfairly prejudicial result on, or that unfairly disregards the interests of, the shareholder. Shareholders can also apply for relief if the business of the company has been carried out or conducted in an oppressive or unfairly prejudicial manner, or that unfairly disregards the interests of the shareholder.
Minority shareholders who dissent in decisions of the company relating to takeover transactions have an appraisal right, which entitles them to require the company to buy their shares at fair value. There are certain requirements that must be met for shareholders to exercise their appraisal rights (for example, they must vote against the resolution). Shareholders also have a derivative action to protect the legal interests of the company.
There are also a number of additional minority protections set out in the Act; for example, remedies to promote certain purposes of the Act. These are obviously not restrictions and are intended to assist mainly minority shareholders in their ability to enforce their rights under the Companies Act.
Partnerships are generally unregulated and effect would be given to the agreement between the parties.
How can joint venture parties have liabilities to each other beyond what is expressly agreed in the joint venture agreement?
If the joint venture is a company, the partners do not generally have liability to each other beyond what is expressly agreed in the shareholders' agreement or the memorandum of incorporation.
If the joint venture is a partnership, the partners are jointly and severally liable for the partnership debts. If one partner pays more than its interest in the partnership, it may have a claim against the other partner for the balance of the claim at common law.
Disclosure of evidence
Are there any particular issues that can arise in joint venture disputes in your jurisdiction concerning disclosure of evidence?
Apart from practical considerations and the rules relating to information sharing, there are no general issues particular to joint venture disputes concerning disclosure of evidence.
Jurisdictional advantages
What advantages does your jurisdiction offer for parties wishing to set up and operate joint ventures?
Joint ventures are widely used in South African commerce across sectors. This means that there is a developed body of law and commercial practice in regard to joint ventures.
Generally, subject to South African exchange control, funds coming into and out of South Africa are freely transferable, provided the rules regarding the introduction of the funds and the repatriation of the funds are followed. The exchange control rules to bring the money in and to take it out are generally administrative in nature, although some restrictions apply to the commercial terms.
Requirements and restrictions
Are there any particular requirements or restrictions relating to joint ventures in your jurisdiction that could deter international investors?
There are no particular legal requirements or restrictions that should deter international investors, but they should be aware of the exchange control restrictions.
The one additional matter that should be considered in South Africa, however, relates to black economic empowerment. Generally, there is no black letter law requiring companies to have a shareholding by black shareholders, as that term is defined in the legislation and the codes of good practice on black economic empowerment. However, it is generally commercially beneficial for companies to have a black shareholding and to have representation on the board by black people. In some industries (for example, the mining industry) a black shareholding is a requirement. Investors in South Africa have to consider the fact that a shareholding by black people of between 26 per cent and 30 per cent may be required or beneficial.
Updates & Trends
Key developments of the past year
What are the current trends affecting joint ventures in your jurisdiction? What recent developments in legislation and case law have had an impact on joint ventures?
Key developments of the past year32 What are the current trends affecting joint ventures in your jurisdiction? What recent developments in legislation and case law have had an impact on joint ventures?
There have been no changes to company law, partnership law or the exchange control regulations recently that would have an impact on joint ventures in South Africa. These areas of the law are fairly settled. There are no particular trends affecting joint ventures in South Africa, but we have seen some reluctance to use unincorporated partnerships, although they do remain popular in some sectors.
Herbert Smith Freehills LLP - Rudolph du Plessis
Corporate Finance/M&A
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Akwa Ibom State University (AKSU) Location + Admission Requirement
Filed in School News Update	by Mo Daniel	on November 12, 2019	• 0 Comments
Akwa Ibom State University: Location, Courses, Admission and Accommodation, Cut-of-marks and Fees
Do you care to know about the only university owned by Akwa Ibom State? We've verbalize below all what you should about the university, location, admissions, organization, faculties, courses and cut off marks.
About Akwa Ibom State University
Akwa Ibom State University is a State-owned higher institution of learning, managed by the Akwa Ibom State Government. The university run a multi-campus system with its main campus at Ikot Akpaden, Mkpat Enin LGA, and a second campus situated at Obio Akpa, Oruk Anam LGA.
The University was initially established to be a technology poised university, but the State Government later modified it to be a conventional University whose focus not just Technology and Applied sciences but Arts as well.
Currently, the University, has about eight (8) faculties which spread equally across its campuses, adding with fully accredited departmental courses in relevant fields.
The mission of the Akwa Ibom State University is to foster sustainable socio-economic development of a humane society through the utilization of knowledge and technology and hence, unlock the hidden treasures of nature and the human mind within a sound cultural and ethical framework.
The Vision of the university is to keep aflame the pursuit of knowledge, excellence and the spirit of enquiring; and offer opportunities for learning and leadership, service and self-actualization to all mankind, towards a peaceful, humane, prosperous and just society.
The motto of the university is "knowledge and technology for development". It is choose so because it's technology inclined.
Akwa Ibom State, Nigeria , The Executive Governor of Akwa Ibom State as at then, Arc (Obong) Victor Attah on October 18, 2000 inaugurated a committee for the establishment of Akwa Ibom State University of Technology (AKUTECH).
The committee was made up of several prolific professors including the current deputy vice chancellor, Engr. Dr. Esio O. Mboho. There was a mandate to establish AKUTECH, a project which has been embraced by the former Executive Governor of Akwa Ibom State, Obong (Barr) Godswill Akpabio leading to the enactment of the University Law on September 15, 2009 by the Akwa Ibom State House of Assembly.
The University commenced it's first admission of students in 2010 for the 2010/2011 academic session.
University Location & Environment
Akwa Ibom state university is a multi-campus institution, with two campuses located in the central southern parts of the State.
The main campus is in the coastal part, mostly within Mkpat Enin Local Government Area, but also including Eastern Obolo, Onna and Ibeno L.G.As. The northern upland part of the main campus is situated at Ikot Akpaden between Eket and Ikot Abasi, along Nigeria's East-West highway. The main campus at Mkpat Enin extends from the highway to the Atlantic Ocean shoreline, totaling about 4,600 hectares of land that is ideal for the physical development of the university. Most of the southern part of the university is a degraded wetland, waterlogged and flooded with mangrove swamp and tidal creeks. The Main campus stretches over a distance of 12km from the highway to the shoreline and about 4km wide.
The Obio Akpa Campus is the second campus and it houses the Faculties of Arts, Agriculture, Social and Management Sciences. The campus has a sub-urban setting, adjoining Abak town and is about 15 minutes drive from Uyo. It's topography is undulating with gentle hills and slopes which gives it a unique scene.
Akwa Ibom State University Faculties And Courses Offered
The University has about six (6) facult offering accredited departmental courses. Care to know what course falls and in which faculty? Find a list below:
The faculty offers the Bachelor of Agriculture Programme(B.Agric) degree to it's students after completing their five(5) years course program.
Here is the summary of programmes in the faculty of Agriculture, AKSU:
1 Agricultural Economics and Extension
2 Animal Science
3 Crop Science
4 Soil Science
5 Fisheries & Aquaculture
1 English and Literary Studies
3 History and International Studies
5 Religious and Cultural Studies
1 Chemistry Education
2 Biology Education
3 Integrated Science Education
4 Mathematics Education
5 Physics Education
Engineering is a applied science discipline that deals with how to fabricate things that will improve the status of the world.
Courses offered by the Engineering faculty:
1 Agricultural Engineering
2 Chemical/Petrochemical Engineering
4 Electrical and Electronics Engineering
5 Marine Engineering/Naval Architecture
1 Genetics and Biotechnology
2 Microbiology
3 Botany
4 Marine Biology
5 Zoology
Faculty of Physical Sciences
1 Chemistry
3 Mathematics & Statistics
Faculty of Social and Management Sciences
2 Business Administration
3 Economics
5 Mass Communication
7 Public Administration
AKSU Admission Requirements
There is a general requirements set by the institution for prospective applicants in various levels. Though there are specific admission requirements based on faculty or department of preferred course. We've compiled useful details about the general admission requirements into Akwa Ibom State University.
AKSU Admission Requirements For Undergraduates
100 Level Entry:
Applicants must possess a minimum of five (5) credit passes in SSC O'LEVEL/NECO/NABTEB or equivalent at not more than two (2) sittings in subjects relevant to the propose of study. The 5 credits must be in Mathematics, English and 3 related subjects.
In addition, candidates must registered for and attain the prescribed cut-off (usually 180/200) in UTME, and prepare for a screening process org by the school.
200 Level (Direct-entry):
Prospective students must have National Diploma, which should from a recognized institution in Nigeria.
Candidates are required to have Nigerian Certificate in Education (NCE), passes in subject(s) related to the propose of study with a minimum of one two (2) advanced level passes.
Applicants must also register for the Direct-entry registration.
The University website is a tool which provides up to date information for admission seekers to be updated and informed on the admission process. The school website is at www.aksu.edu.ng.
You can also stay glued here to our website for all the latest on Akwa Ibom State University.
See also: AKSU Post UTME/DE Screening Form
AKSU Cut Off Mark
The general cut off mark set by the university for admission into any of her degree programmes is 180. Any candidate seeking entry into the university with a score higher than the general cut off mark would be considered for admission.
Akwa Ibom State University School Fees
School fees for students in Akwa Ibom State University is relatively cheap compared to other state Universities in the country. Nonetheless, it's a normal trend that school fees for indigenes is lesser than that of non-indigenes for almost all state-own institutions. Find the school fees schedule for fresh students into the University below.
Indigenes: N53,000 per session
Non-indigenes: N73,000 per session
More details about the school fees mode of payment can be found on doing a search on this blog or visit the University's portal.
Structures/Facilities At The University
As a tertiary institution should, Akwa Ibom State University, AKSU homes a lot of structures to make its name, from the world-class Administrative Block to the fully equipped Engineering workshops are all part of the university pride.
The University has gone out of its way provide a conducive environment for its staffs and students, providing facilities such as lecture halls theatres, conference rooms, library, faculty blocks, relaxation centres, administrative buildings, cafeterias, hostel accommodation, staff quarters, sports facilities, multipurpose halls and lots more.
Campus Accommodation
The Akwa Ibom State University has its hostel for students who are willing to live nearby. The hostel accommodation are quite expensive and available at an affordable fee.
Payment and registration for hostel accommodation is done at the Students Affairs Unit.
Students in Akwa Ibom State University are open to sundry State, Federal and International scholarship.
Hope this article was helpful? We're ready to attain to your question(s) on AKSU related issues. Drop your comment on the comment box below.
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Judge unseals Mar-a-Lago search warrant affidavit, with redactions
Justice Department said airing more information could endanger witnesses and its ongoing investigation
Mar-a-Lago is seen in August, a week after the FBI raided the home of former President Donald Trump in Palm Beach, Fla. (Nathan Posner/Anadolu Agency via Getty Images)
By Michael Macagnone
Posted August 26, 2022 at 1:57pm
A federal magistrate judge released a significantly redacted FBI affidavit Friday that justified a search of former President Donald Trump's private club, after the Justice Department argued that airing too much of its evidence could endanger witnesses and the ongoing investigation.
The 38-page search warrant affidavit for a Mar-a-Lago raid earlier this month laid out communications and escalating tensions between the Trump team, the National Archives and Records Administration and investigators over the past 18 months.
The affidavit stated the FBI had probable cause to believe Trump still had sensitive information about national defense, signals intelligence and other documents that could harm national security.
But about half of the affidavit is hidden behind thick black lines and boxes that covered some of what would be the most revealing information about the Justice Department's justification and investigation.
In a filing that proposed nearly 60 redactions, the Justice Department argued that it is protecting its investigation and a "significant number" of civilian witnesses and federal law enforcement has already faced death threats after the search.
Magistrate Judge Bruce Reinhart in the U.S. District Court for the Southern District of Florida agreed to the redactions and made public the affidavit supporting the unprecedented search of the former president's residence, which found classified documents as part of an espionage investigation into Trump.
"In short, the government has well-founded concerns that steps may be taken to frustrate or otherwise interfere with this investigation if facts in the affidavit were prematurely disclosed," the Justice Department wrote in its filing to justify the redactions.
The search warrant affidavit states that, following the end of the Trump administration, the National Archives requested hundreds of presidential documents that belong to the government.
Earlier this year, Trump sent 15 boxes of documents to the archives, which the FBI said included 184 documents with classified information and 25 marked as "Top Secret," the FBI affidavit states.
FBI agents also found documents that had controls on dissemination, such as ORCON, which means that dissemination beyond pre-approved U.S. entities requires approval from the agency that originated the documents. Several of the documents also contained what appear to be Trump's handwritten notes, the affidavit states.
Further, the affidavit said the agency received evidence indicating that Trump stored additional documents at Mar-a-Lago. In a letter to Trump included in the affidavit, the FBI agent in charge of the investigation said documents "have not been handled in an appropriate manner or stored in an appropriate location" and said Mar-a-Lago did not have the proper facilities to secure such sensitive documents.
Trump issued a statement after the affidavit's release, arguing the magistrate judge should not have signed off on the warrant. He called it "a total public relations subterfuge by the FBI & DOJ" and said, "WE GAVE THEM MUCH" before the search. He also personally attacked the magistrate judge, saying he had "animosity and hatred of your former president, me."
The records unsealed Friday are the latest public airing of the FBI's investigation into the former president that has roiled the nation's politics. Media organizations and conservative groups pushed for the affidavit's release as the former president argued the Biden administration has it out for him.
In the weeks since the search, congressional Republicans have denounced the actions of the FBI and vowed hefty oversight of the Biden administration should the GOP win control of either chamber of Congress in this fall's midterm elections.
Earlier this month, Reinhart released documents showing the Justice Department is investigating the former president for potential violations of espionage laws, mishandling of classified information and destruction of government records.
The search warrant documents unsealed last week indicate that FBI agents were seeking evidence of violations of three statutes relating to espionage; "concealment, removal or mutilation" of government records; and destruction, alteration or falsification of records in federal investigations.
Documents from the search released last week showed that FBI agents seized 11 sets of documents marked with some form of classification, including four marked as "Top Secret."


In this episode we are launching a new type of episode called "At the Movies." With this format we will be watching a feature film that thematically fits with the content of this podcast. Not every movie will be blatantly religious or secular, but it might hit some marks that are relevant to what we want to do with The Secular Perspective.
We would also like to invite the audience to suggest movies that would make for a good discussion. Feel free to send those suggestions and recommendations through the proper channels.
Synopsis – Renowned scientists Richard Dawkins and Lawrence Krauss cross the globe as they speak publicly about the importance of science and reason in the modern world.
Matt and Anthony's episode about God's Not Dead.


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Saudi authorities arrest father of juvenile set for 'crucifixion'
UPDATE: According to reports, Mohammed al-Nimr has now been released.
The father of a juvenile sentenced to death by 'crucifixion' in Saudi Arabia was arrested today.
Mohammed al-Nimr, the father of Ali al-Nimr – a juvenile who has been sentenced to death by 'crucifixion' having been arrested when he was 17 for attending protests – was reportedly arrested today on unknown charges. He is currently being held at Al Awamiyah police station where his son and another juvenile – Dawoud al-Marhoon, also sentenced to death for attending protests – were first detained.
Yesterday, the Saudi Arabian ambassador to the UK wrote an article in the Daily Telegraph in which he complained that the UK was not showing enough 'respect' to the gulf Kingdom, after a controversial Ministry of Justice bid to work with the Saudi prison system was withdrawn, seemingly on the basis of human rights concerns.
Mohammed al-Nimr has been vocal in calling for a commutation of his son's death sentence by the Saudi authorities. Earlier this month he gave an interview to CNN in which he said that he and his family were 'extremely worried' about his son's fate.
Kate Higham, caseworker at international human rights NGO Reprieve, said:
"It is absolutely outrageous that Mohammed al-Nimr has been arrested, seemingly just for speaking out to save the life of his son. If the Saudi authorities have any concern for due process, human rights, or basic humanity, Mohammed al-Nimr must be released at once. The UK government and all those who have expressed concern about Ali al-Nimr's case must act now to prevent this illegal detention from continuing, and must re-double their efforts to prevent Ali's execution – and that of Dawoud al-Marhoon – from happening."
1. Reprieve is an international human rights organization with offices in London and New York City. For more information, contact Reprieve's press office:
UK: clemency [dot] wells [at] reprieve.org.uk / +44 (0) 207 553 8140
US: katherine [dot] oshea [at] reprieve.org / +1 917 855 8064
Ahmad Zaidan
Muhammed al-Qawli
Looking to help others who have lost family US drone strikes


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How to Become a Vet Tech
Home » Blog » Careers » How to Become a Vet Tech
Do you love animals? Are you looking for a rewarding and challenging career? A career as a veterinary technician may be just what you're looking for. Veterinary technicians help pets and pet owners alike by helping sick and injured animals. They aid veterinarians in private clinics and animal hospitals to provide the best care possible.
What Is a Veterinary Technician?
Veterinary technicians are instrumental in the care of animals. They assist veterinarians in diagnosing and treating animals in both private veterinary clinics and animal hospitals. What does assist mean, exactly? You can think of a veterinary technician in the same way you think of a nurse. They assist in patient care as well as the technical aspects of medicine. In fact, technicians can be involved with all aspects of animal care except for performing surgery, making a diagnosis, and prescribing medicines. This means performing medical procedures, assisting in surgeries, and discussing care with animal owners.
Veterinary technicians don't do just one thing. They may work with small animals and household pets, or larger animals at farms, zoos, or horse breeding facilities. They may work at an animal hospital or clinic, dealing with sick animals on a day-to-day basis. Or, instead, they may work as a researcher in a laboratory, assisting scientists and veterinarians in finding treatments and diagnoses for various illnesses. There are career paths for people of all stripes who love animals and are looking for a challenging and rewarding career.
Vet Tech Job Description: Animal Hospital
So now that you have an idea of what a veterinary technician is, what is a vet tech job description? We'll start off by walking through the day-to-day work of what you might first think of when you think vet: someone who works in an animal hospital or clinic and helps sick and injured pets and other animals. What does the job of a veterinary technician look like in this environment?
When you visit the doctor, a nurse will assess your reason for your visit and perform some initial tests such as taking your blood pressure or listening to your heart. In the same way, a veterinary technician performs these tasks on an animal. They are an integral part to animal care, whether the issue is an illness or injury.
When an injured or sick animal comes into an animal hospital, it is a veterinary technician who often starts the process of care. They will take the patient's history, making note of the reason for the animal's visit. Why is the animal there? Is this an isolated incident or part of ongoing care? The technician may perform a physical exam of the animal, acquiring information to pass onto the veterinarian. This physical exam may include listening to the animal's heart, taking its temperature, and running lab tests, among other duties.
The vet tech will communicate the animal's needs to a veterinarian. Depending on the illness or injury, a veterinary technician may be able to complete all portions of care. This career includes a wide range of duties which are instrumental to care of animals. Just some examples of a veterinary technician's duties include the following:
Recording medical data
Drawing blood
Prepping animals for surgery
Injecting IVs
Assisting in surgery
Informing owners of results of surgery and procedure
As just this initial list shows, the responsibilities of a vet tech are wide-reaching and instrumental. The job focuses on two sets of important roles. The first is to interact with the animal owners. This includes taking medical histories and updating pet owners on their animal's health before and after a procedure or surgery. The second set, however, is a more technical side of the position. The technician has technical medical responsibilities such as drawing blood and injecting IVs. A career in veterinary technology is a great option for someone looking for both social and technical aspects to their job.
Other Vet Tech Career Paths
There is more to working as a vet tech, however, than working in a veterinary hospital. Though many jobs are centered in animal hospitals and clinics, there are other options as well for someone looking at other aspects of animal care. An education in veterinary technology, such as that offered at Vista College, will prepare you for whatever aspect of the field you wish to explore. There are many types of career opportunities available to someone educated in this field.
In addition to the work veterinary technicians do in clinics and animal hospitals assisting in the care of animals, some in this career also work in research positions. These positions could be located in universities or laboratories. The day-to-day activities of someone working in a research-related position is similar to that of someone in an animal hospital. They aid veterinarians or scientists and are responsible for caring for and handling animals with compassion.
Instead of dealing with a particular animal's sickness or injury, however, a vet tech that works in a research-related position would instead be aiding a veterinarian or scientist in a specific field of research. These fields are varied but could include biomedical research, disaster preparedness, or food safety. These are great jobs for those with compassion for animals who are looking for a challenging and rewarding career.
Nutrition and Breeding
Another type of job you may have as a veterinary technician is a job in nutrition and breeding. Animals of all sizes, including those very small and those very large, have unique nutritional needs. Providing the correct type of nutrition for these animals ensures they live healthy lives. Training in and understanding these unique needs can prepare you to seek a career in animal nutrition.
There are also jobs available as a vet tech in animal breeding. This type of job can apply to animals of all shapes and sizes, but may be particularly applicable to farm and ranch animals such as cows and horses. This type of job is also needed at horse or other animal breeding facilities. If you prefer to work with larger animals as opposed to small household pets, there is plenty of work available to you.
These are just a few of the types of careers available to someone trained in a comprehensive program of veterinary technology. You can choose your specialization to fit your skillsets and interests. Learn about emergency medicine and diagnosis if you wish to work in an animal hospital. Prepare for a job in a research lab to help find long-term cures and diagnoses. Work in nutrition and breeding to care for animals big and small. A veterinary technician can work in animal hospitals, zoos, farms, ranches, labs, and more.
Important Qualities for a Vet Tech
If you're wondering if a career as a veterinary technician is right for you, take a look at these qualities that make a great tech. Someone who possesses all or most of these qualities will excel in the field. Some of these qualities are innate, and some are learned over time. Schooling and time on the job will help nurture these skills and help you improve as a vet tech each day.
Communication Skills. As a veterinary technician, a lot of time is spent talking with animal owners. It is key to be able to get an accurate patient history, as well as to be able to describe the treatment the animal needs. Someone with great communication skills can excel at this part of the job.
Compassion. Veterinary technology is a field for those who love and care for animals. The job can have its ups and downs; dealing with injured, sick, or dying animals can be challenging. Compassion and sensitivity is necessary when working with animals, as well as when communicating with animal owners.
Detail Oriented. When dealing with medical procedures, it is important to be detail oriented. Vet techs deal with a large amount of medical data for different patients. As such, it is important to maintain accuracy in reports and procedures to ensure the best care possible for each animal.
Manual Dexterity. In addition to communicating with veterinarians and pet owners, vet techs also are responsible for dealing with animals directly and administrating care. This means duties such as drawing blood, taking X-rays, giving anesthesia, and handling medical instruments. A veterinary technician should have a steady hand in order to provide safe and accurate treatment for each animal requiring treatment.
No one is perfect in possessing all these qualities. But if you are willing to focus and improve on these four skills, a successful career as a vet tech could be yours.
Career Challenges
If you love animals, becoming a veterinary technician is a great job for you. However, it also takes someone strong-willed enough to perform this job effectively. Animals can bite or scratch technicians who are caring for them. You should be prepared to act with compassion towards animals when administering treatment that may frighten them.
Aside from physical scratches and bites, this career can also take an emotional toll. It can be hard to see injured or sick animals, especially those that are abused or abandoned. This challenge of the job, however, is also what makes it so rewarding. Seeing animals that are hurt or injured can be difficult, but as a veterinary technician, you have a unique opportunity to help animals in need. You can make a difference in the lives of animals that are hurting the most.
Career Outlook for Vet Techs
It's a great time to start a career as a vet tech because nationwide employment opportunities are growing. According to the Bureau of Labor Statistics, opportunities are growing faster than average. In fact, between 2012 and 2022, employment in the field is projected to grow 30 percent nationally. There are tons of new opportunities being created every day for new technicians, especially in rural areas.
As of May 2012, the average annual pay for vet techs was $30,290. Rate of pay can vary based on location of the job, as well as the specific job itself. For example, those working in research positions may have higher pay than those in other fields.
Finding a college with a comprehensive veterinary technology program is important to finding a fulfilling job. Through your program you can identify the aspects of the job you wish to focus on, be it research or emergency medicine. Career services at your college will help you decide the career path you want to pursue and assist you in searching for that job. Once you have chosen your particular career path, you can delve deeper into the career outlook for that specific field.
How to Become a Vet Tech?
You can start a vet tech career today by enrolling in an associate degree program in veterinary technology like the one offered at Vista College. An Associate of Applied Science Degree in Veterinary Technology can be earned in 80 weeks with full-time enrollment. Once the training has been completed, you will have all the necessary skills employers are looking for in veterinary fields.
In training to become a veterinary technician, you will receive plenty of hands-on laboratory experience. You will learn to treat sick and injured animals. Having this hands-on experience is instrumental to gaining the skills necessary to become a vet tech. You will not only learn the duties and procedures of the work, but you will also become more comfortable working directly with animals. You will continue to develop manual dexterity, as well as attention to detail, communication, and compassion.
Veterinary Technician Career
By earning an Associate of Applied Science Degree in Veterinary Technology in as little as 80 weeks, you can be on your way to becoming a vet tech. The Bureau of Labor Statistics has projected this field to grow nationally so there are plenty of opportunities to be had. Whether you want to work with small animals or large, in a zoo or in a lab, there are myriad ways to work as a veterinary technician.
Programs such as that offered at Vista College offer a comprehensive program which prepares students for the many opportunities of being a veterinary technician. With hands-on experience integrated into the program, upon graduation you will have the skills employers are looking for. You will be well equipped with the qualities necessary to make a good vet tech: communication, compassion, manual dexterity, and attention to detail. If you love animals and are looking for a rewarding career, becoming a veterinary technician could be perfect for you.
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[12/21/16 - 09:03 AM]
Jerry Seinfeld Rides Into the New Year with Season Nine of His Emmy(R) Nominated Original Series "Comedians in Cars Getting Coffee"
Guests set to appear this season include: Bob Einstein, Cedric the Entertainer, Christoph Waltz, Kristen Wiig, Lewis Black and Norm Macdonald.
[via press release from Crackle]
SET TO PREMIERE THURSDAY, JANUARY 5 ON CRACKLE
SEASON NINE GUESTS INCLUDE: BOB EINSTEIN, CEDRIC THE ENTERTAINER, CHRISTOPH WALTZ, KRISTEN WIIG, LEWIS BLACK AND NORM MACDONALD
CULVER CITY, Calif. (December 21, 2016) - Crackle, Sony's streaming network, today released the new season trailer and key art for season nine of Jerry Seinfeld's Emmy(R) nominated series "Comedians in Cars Getting Coffee." Premiering Thursday, January 5, the new season features six original episodes that will stream weekly for free on Crackle in the U.S. and Canada.
Guests set to appear this season include (not in air-order): Bob Einstein ("Curb Your Enthusiasm"), Cedric the Entertainer (Why Him, Barbershop), Christoph Waltz (Django Unchained, Spectre), Kristen Wiig (Ghostbusters, Sausage Party), Lewis Black ("The Daily Show," Inside Out) and Norm Macdonald ("Saturday Night Live").
Sponsored by Acura, the series is executive produced by Jerry Seinfeld and Embassy Row. Seasons one through eight are currently streaming on Crackle.
"Comedians in Cars Getting Coffee" is Crackle's flagship original, unscripted series and anchors the streaming network's evolving slate of original premium content, which includes "StartUp," starring Martin Freeman, Adam Brody, Edi Gathegi and Otmara Marrero; "The Art of More," starring Dennis Quaid, Kate Bosworth, Christian Cooke and Cary Elwes, which returned for its second season in November; the upcoming "Snatch" series based on the iconic British film and starring Rupert Grint, Dougray Scott, Luke Pasqualino and Lucien Laviscount; the stop-motion animated comedy series "SuperMansion," with Bryan Cranston, Seth Green, Keegan-Michael Key, Chris Pine and Jillian Bell - which Key and Pine recently received Emmy(R) nominations for in the Character Voice-Over Performance category, and "SuperMansion: War on Christmas" which premiered on December 8th and Crackle's weekly live game show series "Sports Jeopardy!" with Emmy(R) award-winning sportscaster Dan Patrick. Crackle original movies include the network's upcoming original film MAD FAMILIES, starring Charlie Sheen; JOE DIRT 2: BEAUTIFUL LOSER, the first ever digital sequel to a major motion picture, starring David Spade; and DEAD RISING: ENDGAME starring Jesse Metcalfe, Keegan Connor Tracy, Dennis Haysbert, Marie Avgeropoulos, Billy Zane and Jessica Harmon.
About Crackle
Crackle, a unit of Sony Pictures Television, programs movies, popular TV shows, original series and feature films for the worlds connected audience. Available in 21 countries on every screen, Crackle is always freely accessible with no subscription or commitments required. The streaming TV network houses a robust library of original programming available anytime, anywhere on every connected device. Follow @Crackle on twitter for real time updates. For additional information, please go to www.crackle.com
[december 2016]
· COMEDIANS IN CARS GETTING COFFEE (NETFLIX)
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Peacock and NBC Sports Announce 2023 "MLB Sunday Leadoff" Schedule
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Super Bowl Week: FOX Sports and FOX Deportes Deliver 50 Hours of Live Gameday and Weekday Programming for Super Bowl LVII
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Prime Video Acquires Exclusive U.S. Streaming Rights from MGM for "The Devil's Confession: The Lost Eichmann Tapes"
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The Teams from "FBI," "FBI: International" and "FBI: Most Wanted" Join Forces in an Action-Packed New Global Crossover Event, Tuesday, April 4 on CBS
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Questlove Announces Hip Hop 50 Tribute Performance at "The 65th Annual Grammy Awards"
The performance is part of the Paramount Global initiative to honor the 50th anniversary of hip hop in partnership with Mass Appeal.


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BERSERK and the Band of the Hawk
Behold the violent fusion between the "Warriors" series and "Berserk"!In this opus, the action of hacking your way through hundreds of enemies, the essence of the "Warriors" series, it fits...
<transcy>Regular price</transcy> €15,83 Discount €59,99
Categories: Fantasy, PC games, Action, New releases, Offers, Steam
tags: Acción, Fantasía
Behold the violent fusion between the "Warriors" series and "Berserk"!
In this opus, the action of hacking your way through hundreds of enemies, the essence of the "Warriors" series, it fits perfectly with the dark and brutal atmosphere of the "Berserk" world, making previously unseen feats possible, such as using a giant, man-sized sword to cut enemies in half, as well as smash them or send them flying through the air with the "Cut" and "Crush" actions.
In addition to the well-known story "The Golden Age Arc", you will be able to join Guts in his quest for revenge throughout "The Hawk of the Millennium Arc".
Also From the main hero, Guts, there are several characters that you can choose to play. There's even the same cast of Japanese voice actors from the movie trilogy and the new animated series.
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DARK SOULS III Deluxe Edition
Elden Ring Deluxe Edition
Hogwarts Legacy Deluxe Edition
FINAL FANTASY XV WINDOWS EDITION
FINAL FANTASY® XIII
<transcy>Regular price</transcy> €5,80
The Elder Scrolls IV: Oblivion® Game of the Year Edition


Al Meyers, the Executive Director of TiE Atlanta, is an entrepreneur and media executive with more than 25 years of experience across Fortune 500 companies, for-profit and nonprofit startups. Meyers has launched two award-winning, sustainable, Atlanta-based nonprofit organizations: TEDxPeachtree and the Atlanta Music Project. Both are successful community assets that have made a significant social impact in Metro Atlanta. TEDxPeachtree has become the premier TEDx event in Georgia and one of the leading TEDx events in the world, with several talks garnering millions of views. The Atlanta Music Project is the first music program in the state of Georgia inspired by the globally acclaimed Venezuelan youth music program, El Sistema. AMP is an intensive music program for at-risk youth right in their neighborhood and now serves hundreds of at-risk youth across several locations in Metro Atlanta who are now on a path to college and career.


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RECRUITING: Iowa State offers four-star 2024 forward
Jared Stansbury, Jan 13 • 0 Comments
Iowa State has prioritized another top prospect in the 2024 recruiting cycle.
Four-star forward Dwayne Pierce picked up an offer from the Cyclones this week, sources confirmed to Cyclone Fanatic on Friday. The offer was first reported by Adam Zagoria.
Rated as the No. 100 player in the 2024 class by 247Sports, Pierce also holds offers from Memphis, Florida State, George Washington, Georgia Tech, Illinois, LSU, Nebraska, New Mexico State, Rutgers and St. John's.
Iowa State assistant coach Nate Schmidt is the lead recruiter on the 6-foot-5 Christ The King Regional prep considered the No. 24 small forward in the class and No. 4 player in New York by 247Sports.
T.J. Otzelberger and his staff have already started to assemble one of the best recruiting classes in the 2024 cycle with four-star guard Nojus Indrusaitis and four-star center JT Rock committed to join the program for the 2024-25 season.
Jared Stansbury
View articles by Jared Stansbury administrator
Jared a native of Clarinda, Iowa, started as the Cyclone Fanatic intern in August 2013, primarily working as a videographer until starting on the women's basketball beat prior to the 2014-15 season. Upon earning his Bachelor's degree in Journalism and Mass Communication from Iowa State in May 2016, Jared was hired as the site's full-time staff writer, taking over as the primary day-to-day reporter on football and men's basketball. He was elevated to the position of managing editor in January 2020. He is a regular contributor on 1460 KXNO in Des Moines and makes regular guest appearances on radio stations across the Midwest. Jared resides in Ankeny with his four-year-old puggle, Lolo.
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Previous 3-Point Preview: Iowa State puts Big 12 streak on the line in Allen Fieldhouse
Next Tip-Off with CW: Iowa State at Kansas
RECRUITING: Iowa State to host four-star 2024 guard on official visit this weekend
RECRUITING: Iowa State lands 2024 four-star center JT Rock
RECRUITING: Iowa State offers four-star Texas power forward


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Кубок Італії з футболу 1939—1940 — 7-й розіграш Кубка Італії з футболу. У турнірі взяли участь 156 італійських клубів. Титул володаря кубка Італії вперше здобула «Фіорентіна», яка у фіналі переграла «Дженоа 1893».

Календар

1/16 фіналу

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| colspan="3" style="background:#fcc;"|24 грудня 1939

|-
| colspan="3" style="background:#fcc;"|25 грудня 1939

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| colspan="3" style="background:#fcc;"|28 грудня 1939

|}
Перегравання

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| colspan="3" style="background:#fcc;"|4 січня 1940

|}

1/8 фіналу

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| colspan="3" style="background:#fcc;"|7 квітня 1940

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Перегравання

|-
| colspan="3" style="background:#fcc;"|13 квітня 1940

|}

1/4 фіналу

|-
| colspan="3" style="background:#fcc;"|28 квітня 1940

|}

1/2 фіналу

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| colspan="3" style="background:#fcc;"|9 червня 1940

|}

Фінал

Посилання
 Кубок Італії на rsssf
 Кубок Італії на xoomer.virgilio.it

1939–1940
Італія
Італія
1939 в Італії
1940 в Італії

redpajama_set_name: RedPajamaWikipedia


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Надко́стница (перио́ст) — соединительнотканная плёнка, окружающая кость снаружи (исключая суставные поверхности). Надкостница пронизана нервами и кровеносными сосудами, которые поддерживают жизнедеятельность клеток кости. Имеет большое функциональное значение — откладывает костную ткань при росте кости в толщину у детей, принимает участие в образовании костной мозоли при диафизарных переломах, а также в кровоснабжении поверхностных слоев кости.

Гистологически в надкостнице различают два слоя: наружный или адвентициальный (волокнистый, фиброзный) и внутренний костеобразующий (остеогенный, или камбиальный). Питание осуществляется за счёт кровеносных сосудов, проникающих в большом числе из надкостницы в наружное компактное вещество кости через многочисленные питательные отверстия, а рост кости осуществляется за счёт остеобластов, расположенных во внутреннем слое. Суставные поверхности кости лишены надкостницы и покрываются суставным хрящом. В надкостницу вплетаются сухожилия мышц и связки, прикрепляющиеся к кости.

При ушибах надкостницы в местах прилегания к коже (гребень большеберцовой кости, задняя поверхность локтевой и др.) возникают резкая боль, отек и кровоизлияние с последующим разрастанием клеток и формированием костного вещества. Следы от ушиба сохраняются длительно в виде небольших бугорков.

Опухоли надкостницы встречаются редко; доброкачественные — фибромы, ангиомы, мезенхимомы; злокачественные — периостальные саркомы (веретеноклеточная, остеогенная, фибросаркома). Воспалительные процессы переходят на надкостницу с близлежащих тканей при абсцессе, флегмоне, остеомиелите, туберкулёзе и др. Воспаление надкостницы называется периоститом.

Остеология


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If you are looking for affordable electricity rates in Houston, then look no further than Tara Energy. We are industry experts that understand your need for affordable electricity. Our company offers competitive pricing as well as flexibility with options and contracts. In addition, we are an established energy supplier. Contact us today and start getting affordable electricity today.
Using an average of 1,063 kWh of power each month, Houston's electricity consumption rates exceed the national average by over 100 kWh. As a city however, it does manage to maintain a lower monthly energy charge than the rest of the US, incurring an average fee of $99 in comparison to the $112 national monthly average. To further save on their plans each month, residents can choose from a selection of Texas-based energy suppliers and service plans.
Even though customers in deregulated Texas markets routinely pay more for electricity, there is a bright spot. The gap between the average price paid for electricity between deregulated and regulated market has shrunk to 8.8 percent. In 2006, customers in deregulated cities were paying nearly 47 percent more for electricity than their counterparts in regulated cities.
First Choice Power has been certified as a retail electricity provider in Texas since 2001. Offering many types of plans, First Choice Power also makes a point of supporting the communities it is a part of. Across Texas, First Choice Power invests in hunger relief programs and offers grants to local organizations making a difference in their communities.
ElectricityPlans makes shopping for electricity plans simple and intuitive. We give you the search tools you need to narrow your electricity plan search to specific contract lengths. In addition, you can use advanced search to narrow the search for the perfect electricity plan even further by searching for 100% renewable, prepaid plans, or electricity + extra stuff, for example. We also show each plan's popularity over the past 30 days so you know what other electricity shoppers have selected.
Electric companies buy longer-term contracts so they can hedge their risks when they're selling long-term electricity plans. Just a week ago, it looked as if wholesale prices would be as high as Texas has seen in the past 15 years, said Ned Ross, director of governmental affairs for Direct Energy, the third biggest seller of electricity in Texas, behind No. 1 NRG and No. 2 TXU. Future prices have retreated recently, but companies buying power for August are still paying at least double what they paid a year ago, according to data from the Electric Reliability Council of Texas, or ERCOT, which oversees the state's power markets.
The Bayou City is diverse in its population, culture and electricity rates. Houston attracts college students who attend well-known schools in the area such as Texas Southern University, University of Houston and Rice University. Also, Houston's entertainment and year-round events appeal to young couples and families. Attend an Astros game in Minute Maid Park or visit the Houston Zoo – there's always something happening in H-town.
Since 2002, Amigo Energy has been one of the best electric companies in Texas. Not only that, but more recently we've received far fewer Public Utilities Commission of Texas (PUC) complaints than most other large residential electricity providers across the state.2 In fact, our customer service gets even better over the phone because our call-in customers have yet to file a PUC complaint this year.3 This ain't our first rodeo—with over 15 years of experience and a track record of reliable service, you can trust Amigo Energy as your retail electricity provider.
Based in Houston, TX, Direct Energy operates as a residential energy retailer in 11 U.S. states and two Canadian provinces. As a wholly owned subsidiary of Centrica, plc, Direct Energy is now the largest residential energy supplier in North America. Various packages and plans are available to residential customers in Ohio, Illinois, Indiana, Michigan, Pennsylvania, Maryland, New Jersey, New York, Connecticut, Texas and Massachusetts.
Here are my 2 cents about electric companies when shopping around for the best rates. Currently, the average cents/kWh in Houston is 10 cents, after speaking to a very helpful, very informative Green Mountain Energy representative. Although their rates are a little higher than my current rates, they have FANTASTIC customer service (which is almost worth it). The GME rep even recommended that I stick with what I am using now since it's cheaper.
We use our experience and connections in the electricity industry to find a plan that fits your needs. We provide you with a detailed report, with recommendations for making the right choice, so you can make an informed decision about which rate and plan are right for you. Once you select and approve your change, we handle it from there, so your transition to a new electricity provider is hassle-free. Have questions about switching to a lower electricity rate and a new service plan? Please call us today at 214-446-2210, or send us an email.


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Maddie McKenney is 10 years old and from Cullman, AL. She plays fiddle and sings lead and harmony vocals with her family band, The McKenney's and the bluegrass/gospel group Chapel Grove. Maddie has been around bluegrass and gospel music all of her life. At the age of 3, Maddie would stand on the piano bench at church and sing while her mom played. When Maddie was 7, she heard a family friend play the fiddle. Soon after, she had a fiddle of her own and began taking lessons from the amazingly talented Deanie Richardson. She has been playing ever since. Maddie and her family have really enjoyed competing at festivals over the past two years. Maddie has won several awards and made tons of bluegrass friends! In her spare time, Maddie enjoys going to church, reading, playing basketball, and spending time with her friends and family.