Avoid making your parents' mistakes and instead build a fully transparent, supportive financial relationship.
When Eric and I got together over six years ago, we were in veryyyy different places financially. I had a stacked emergency fund, no debt, and a spotless credit score. Eric on the other hand, was spending $50 a day on coffee, eating out, fancy newspaper, and shoe shines (true story). He had around $7,000 in debt, and a credit score of about 640. While I was waitressing or in night classes every day of the week, he could be found out at the casino or being a little too charitable with friends and acquaintances.
I watched my parents struggle with the finance talk. My dad was an entrepreneur who lost a lot of his money and spent most of my middle and high school years trying to get it back, while my mom supported us on her income. And very similar to me and Eric, my dad had an affinity for his expensive newspapers and shoe shines, while my mom pinched every penny. I knew I didn't want to end up with that type of disparity in a relationship. While they loved and supported each other and things always worked out, it just seemed like unnecessary tension and avoidable with a lot of honesty, love, and communication.
So how did we go from almost making my parents mistakes to a fully transparent, supportive financial relationship?
We TALKED. A lot. About everything. And today I wanted to share some of the points you can bring into your own financial relationship convos.
It's a lot easier to begin talking about a taboo subject like money when you start generally. For instance, was money something that was talked about or not as a child? Did you ever pick up on any financial tensions? If so, what were those about? What are the money messages you received growing up? Here's also where I personally would ask about any family history of bankruptcies, gambling, or addiction if you don't know already.
You can begin to transition a little deeper by asking, what are your beliefs about money?
For example, I've always believed that money comes easily to me because I know how to work for it. I will bus tables, clean houses, and do whatever I need to do (within legal range of course!) to make a buck.
Tip #2: Talk about your future goals and lifestyle.
Again, this is a great way to begin easing into the conversation by making sure you are on the same page about your future lifestyle. Think about what you have in mind for your lifestyle. Are you aiming for monthly massages and facials? Or are you trying to get that 6 bedroom mini-mansion? Do you prefer to keep things low key and minimalist, saving up for retirement and travel instead? Speaking of retirement, what age do you hope to retire at? Do you believe in an emergency fund? Investing? Do you prefer to cook or dine out five nights a week?
This is one of the biggest areas right off the bat to ensure you understand each other. Are you building towards a similar future?
For instance, I grew up taking annual vacations and as a kid, I got to host two huge parties every year (one for my birthday and one for Halloween) and that's something that's extremely important for me to bring into my children's lives. For Eric, he was huge into sports and wants to make sure kids have the same ability to travel and get all the equipment and experience they need.
Do you both plan to work?
What should we do if we disagree about spending?
Now we start to transition into the more current state of your finances. This is a great way to get an idea of where the person is currently at, without being like "HOW MUCH DEBT ARE YOU IN?!?!" Instead, ask about their beliefs on spending vs saving if you haven't already and how are those beliefs playing out in the day-to-day and whether or not you're working off a budget.
Personally, I saved saved saved and rarellyyyy spent – and still now spend pretty rarely – until I met Eric. I personally believe that big box retailers aren't going to help me retire, so why am I going to invest my money into them vs myself? I'd rather skip buying new clothes for an entire year and instead get a regular massage for my overall well being. With that said, there was a time I wouldn't even get a massage so I had to really ask myself, what was my overall health worth?
Did I really need that extra $150 a month in savings or was the cost per happy for me worth it? Cost per happy is a great little formula when evaluating your spending style by the way. Basically it means figuring out what the cost of an item or experience is, divided by the number of hours it will actually benefit you. So if you spend $150 on a massage, but it alleviates my tension headaches an restores my energy levels for 2 weeks, that's a SOLID investment because it's more than just the 90 minutes on the massage table.
Tip #4: Current state of affairs.
Now that you've covered the messages you've picked up from your family and childhood, your hopes and dreams from the future, and how you're currently spending, it's time to actually get into the nitty gritty about the current state of affairs. Do either of you have any debts including student loans? Have you started saving for retirement? What's the status of your emergency fund? What types of bank accounts do you have? Any investment accounts? Credit score?
The reason I bring up investment accounts and bank accounts is because you may be able to HELP each other here. For instance, I've always been pretty savvy when it came to bank accounts, so I've never paid a monthly fee. I realized a few years ago that wasn't the case for a lot of people though. So talking about these types of things can make it helpful to see where your significant other is paying hidden fees that can be avoided or any other leaks in the budget and then help each other plug the holes.
It's also important to understand what debts exist and the status of an emergency fund so you can be supportive of decisions going forward. When I found out about Eric's financial situation, I immediately had him stop taking me to fancy steak houses, and started cooking and doing date nights in. That was an easy compromise for me since I enjoy dates like that and knew his bank account didn't need the strain of trying to impress me. We still would have fun, but we based our more adventurous dates on what we could find on deal sites rather than paying full price.
And remember that it's important to ask for help from people like Lexington Law to raise your credit score and get out of debt. Finances are often a big cause for strain in a relationship, so it's essential you work together as a team, and enlist experts if you need. It's simply investing into both of your financial futures, and the health of your relationship.
I think breaking it down this way really removes any shame or guilt about where you're at, because it allows you to reflect on how you got there and see whether or not it aligns with where you want to go. When you talk about this stuff openly as a couple from a place of love, rather than accusation or judgement, it can really change the game in supporting one another since you are a team after all.
Eric agrees. In fact, here's what he had to say: Living within my means and putting money into savings every month has given me so much more satisfaction than the fleeting false sense of happiness buying that next expensive item or dinner ever provided. Knowing that Rachel and I will be able to do what we want, when we want and have a comfortable financial future is extremely satisfying and gives me such a better purpose in life. As I've grown to love find more internal happiness and peace, I've had less of a desire to try and emulate a certain lifestyle that isn't really aligned with my core beliefs. I learned that spending money on activities and experiences, creating lasting memories, is what really lifts me up.
At the end of the day remember you are a team. Once you're on the same page about your money views and where you're at, it's still important to keep having conversations like this and being transparent about finances. And again, if you need more help, there are experts like Lexington Law who can alleviate a lot of stress by helping you get out of debt and repair your credit.


text:
Q: std::bind with variadic template member function and universal references Here i have small piece of code and it compiles and works just fine
(at least with my GCC 7.3.0 and Ubuntu 18.04):
#include <functional>
#include <string>
#include <iostream>

void func(int a, const std::string& b, const std::string& c)
{
  std::cout << a << b << c << std::endl;
}

class Test
{
public:
  template <typename ... ARGS>
  bool func_to_bind(ARGS&& ... args) const {
    func(args...);
    return true;
  }

  template <typename ... ARGS>
  void binding_func(ARGS&& ... args) const
  {
    auto func_obj = std::bind(&Test::func_to_bind<int&, ARGS&...>, this, 42, args...);
    func_obj();
  }
};

int main()
{
  Test obj;
  obj.binding_func(std::string("one"), std::string("two"));
}

The part that i don't understand is this line:
std::bind(&Test::func_to_bind<int&, ARGS&...>, this, 42, args...);

Why does compiler require to use references as template type parameters?
If i remove reference from int like this:
std::bind(&Test::func_to_bind<int, ARGS&...>, this, 42, args...);

It won't compile. Also if i change func_to_bind signature to this:
bool func_to_bind(ARGS& ... args) const

It will compile just fine even with missing reference.
Could anyone explain what's exactly going on here?
I also did some search and found this question:
How to combine std::bind(), variadic templates, and perfect forwarding?
But i don't completely understand the answer.

A: If you specify the template argument as int explicitly, then the parameter type of func_to_bind would become int&&, i.e. an rvalue-reference type. Note that the stored arguments are passed to the invokable object as lvalues by std::bind:

Otherwise, the ordinary stored argument arg is passed to the invokable object as lvalue argument:

The lvalue can't be bound to the rvalue-referece parameter then invocation fails.
If you specify the template argument as int& explicitly, then the parameter type of func_to_bind becomes int&, i.e. an lvalue-reference type; lvalue could be bound to lvalue-reference then it works fine.
And if you change the parameter type of func_to_bind to ARGS&, it'll be always an lvalue-reference, for the same reason above it'll work fine.

redpajama_set_name: RedPajamaStackExchange


text:
At Leisure
At Leisure: Steve Ignorant On The Sea Palling Independent Lifeboat
Luke Turner , July 9th, 2018 10:03
In the latest At Leisure film, Luke Turner and Ethan Reid travel to the North Norfolk coast to speak to Steve Ignorant of Crass about his work volunteering for the Sea Palling independent lifeboat
Crass made music that had the power to change lives - and, indeed, Steve Ignorant avows that joining Crass saved him from his difficult teenage years. It's hardly surprising then, that Ignorant has ended up working on a lifeboat that itself is independent, both from the British coastguard and mainstream rescue service, the RNLI. It's not an anarchist lifeboat, per se, but just like Crass, is an organisation run by individuals from all walks of life, united by a common cause - saving and changing lives.
A few years ago Luke Turner and Ethan Reid headed up to Sea Palling on the North Norfolk coast to speak to Ignorant about his work on the lifeboat, the practicalities, the emotions, and why if push comes to shove he'd still have pulled Margaret Thatcher out of the water.
Ignorant told The Quietus that when he's on the Lifeboat nobody is paying attention to his past in Crass: "This skinny little runt from Dagenham who goes to America, does all this stuff, and used to be the lead singer in Crass, is now just number eight in the crew," he said. "When I'm on the boat, there's no Steve Ignorant. There's no airs and graces, you just do it."
To read Luke Turner's profile of Jim Sclavunos, visit the Lush website. The Quietus at Leisure was produced by Turner and shot and edited by Ethan Reid. The series is produced in association with Lush.
Steve Ignorant On Crass & The Angry Young Men Of 1950's British Literature »
Steve Ignorant On Saving Lives With The Sea Palling Lifeboat »
WATCH: Noisey Crass Special »
30 Years On: Christ The Album By Crass Revisited »
I Can See Clearly Now... Penny Rimbaud Of Crass Interviewed »
MORE FROM LUKE TURNER
LISTEN: Brian Eno's Election Song! »
LIVE REPORT: Fat White Family »
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MORE: AT LEISURE
At Leisure: Low's Alan Sparhawk On American Football »
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At Leisure: Darren Hayman On A Heritage Railway »
At Leisure: Steve Ignorant On The Sea Palling Independent Lifeboat »
At Leisure: Jim Sclavunos Of Nick Cave & The Bad Seeds On Tiki Cocktails »

redpajama_set_name: RedPajamaCommonCrawl


We build cities in which people like to live in, where the wellbeing of the environment is taken into account and that last from one generation to another one.
The current direction of urban development is driving us all towards sustainable cities where services are close by and the need for private cars and long distance traveling diminishes. Cities attract both young and old people as well as families. Services and creative work are concentrated in cities where the high density of people ensures a large customer base and a dynamic atmosphere. The everyday life in cities flows easily because of the approximity of good services and community around.
WHAT IS A SUSTAINABLE CITY LIKE?
From the social point of view, a sustainable city is a place where people feel comfortable in, where the community is strong and people feel attached to the neighborhood. The city also feels like a safe place to live in. Daily life is smooth in a sustainable city.
A sustainable city minimises the greenhouse gases that are produced in and outside of the city. The need for private cars and other means of transportation is low and public transportation is effective and attractive. Biodiversity is protected and nature is a natural part of the city.
Economically a sustainable city continues to be an attractive area to live in from one decade to another and the local real estate maintains its value, thus being a safe investment for people. The technical solutions used in the buildings are also made to last and the buildings are easily maintainable.
A sustainable city is valuable for all of its stakeholders.
For citizens a sustainable city means it's a comfortable place to live in, services are close, public transportation operates well and it's a good surrounding for living a happy and sustainable life.
For companies, a sustainable city means a place with population density and flow is good enough for profitable business at the footing of buildings. There is demand for many kinds of services and it is possible to spesialise. Sustainable city is a lively place and an innovative environment for business.
For city officials this means attractive urban areas that support the city's future as a sustainable place to live and work in. Besides, it means trustworthy partnerships in urban development.
For the environment a sustainable city means less greenhouse gas emissions, smaller utilisation of natural resources and more places for the nature and biodiversity to thrive in the city.


Nagarkot day hike tour is a designed tour for both national and international tourist that offers the best view of sunrise and sunset from the fascinating view point of Nagarkot. Nagarkot the best place around the Kathmandu valley for both natural surrounding and cultural touch. This popular hill station on the eastern side of Kathmandu is just 32 km away at an altitude of 2170m is the best place for short tour. The street goes preceding fields where they harvest rice, paddies and potatoes. Our proposal is to hike up to Nagarkot and stopover for sunset views and then ride back to Kathmandu valley.
Nagarkot the hill station near to Kathmandu valley is the inhabitant of various cultural people. So touring for both cultural and sightseeing purpose is effective here. Commencing this one day hike to Nagarkot offers you a scenic view of mighty Himalayas. At clear day you can view the panoramic view of Mt Everest, Annapurna range, Manaslu range, Lang tang range and much more scenic view.
Nagarkot situated at Bhaktapur district is one of the most popular touring site for both national and international tourist. Visit the lush forest of Nagarkot and enjoy the scenic beauty all around. We start our hiking with an early morning scenic drive from Kathmandu all the way to the view point of Nagarkot. Visualize the best sunrise of Nepal and then hike down to the villages of Nagarkot. We hike all the way down to Sakhu passing through dense forest and beautiful natural surroundings. Explore Nagarkot and experience the beauty of nature and culture of Nepal.
Day 01 : We take a scenic drive from Kathmandu with an experienced guide who will let us explore the places passing by. We drive for 1 hours all the way to Chagunarayan .Enjoy whole day exploring villages, cultural places, ancient shrines, view point. Enjoy you lunch at the local place. Enjoy hospitality and experience theHike all the way to the view point to enjoy the fascinating sunset view. then Drive back to Kathmandu valley. Enjoy the evening dinner.
reat country Nepal and great people of Nepal.Himalayas,lakes,rivers and water fall is so damn good..Its good to visit nepal.its a peace country and thanks to Adventure Visions treks.I am planning to make a trip in next year with my friends.people are so good.love this country and the beautiness.it is just so WOW.


text:
4 Ethical Brands That Celebrate All Women
Words: Madeleine Hill
Fashion and International Women's Day have always had a connection. The idea for IWD was born in 1909 when women gathered in New York City to honour garment workers who had gone on strike over pay and conditions one year earlier.
Now, more than a century later, International Women's Day is an opportunity to celebrate the achievements of woman and call for equality and empowerment – and fashion has a role to play here too.
We know that Fast Fashion Is A Feminist Issue, and the empowerment of female garment workers is still a key concern for the industry. But what about the brands themselves? What are they doing to celebrate, uplift and empower women from all walks of life?
While there's still some work to be done, 'woke' fashion is now much more than just a passing trend. Diversity and representation are now mainstream ideas. Some examples of the fashion world embracing diversity, include 97-year-old style icon Iris Apfel recently signing a new modelling contract and cancer survivor and amputee Mama Caxx (below) making her stunning debut appearance on the catwalk at New York Fashion Week.
Thank you @chromat + team for allowing me to grace your runway once more. Thanks to everyone who oiled me 😂- Such an amazing show , the collection explores human's contribution to the destruction of our planet. A collection made with recycled plastic bottles, discarded fishnets and upcycled fabrics. Diversity and inclusion has always been the root of Chromat now taking a bigger step towards sustainable fashion. . I could have sworn I was smiling but apparently I was focusing on not falling but I did spot @missjulee in the crowd and even winked at her. So happy I got to see @jillianmercado @chellaman @maryvbenoit @denisebidot after the show.☺😚😚 . Thanks for the love and support y'all 📷 : @voguerunway . #abishcantevenwalkyettheygotherwalkingtherunway #callmebambi #beckywiththeoneleg ____________________________________________
A post shared by Mama Cāx (@mamacaxx) on Feb 8, 2019 at 6:23pm PST
At Good On You, we're celebrating all women on March the 8th, so without further ado, here are some top ethical brands that pride themselves on featuring different races, sizes and cultures in their models and editorials:
The Girlfriend Collective is a women's clothing label defining what slow fashion really stands for, with their innovative use of materials and their top working standards. Their clothing utilises recycled materials, including water bottles and fishing nets, which make for great alternatives to virgin nylon (and a great way to marry sustainability and recycling through your clothing!). The materials and styles of their garments look great on all shapes and sizes, with the Collective stocking clothing to fit sizes 2XS to 6XL. Their activewear is especially appealing with colourful shades and flattering cuts. This label is all about inclusion and transparency, for the planet and all women.
Shop Girlfriend Collective @ Luisa via Roma.
Shop Girlfriend Collective @ thegreenlabels.
Shop Girlfriend Collective.
Hara, meaning green in Hindi, is a clear motto that runs through this label. Hara's vision to bring change and awareness to the issues of the fashion industry is evident in their approach, and the quality and care across the label. The unique, minimal and vibrantly coloured pieces feature models with diverse body shapes and race across their catalogue. For an underwear brand, this level of diversity is quite rare, and it is refreshing to see such an open approach to women and their bodies while maintaining the highest standards of ethics and sustainability.
Birdsong is a boutique label producing gorgeous womenswear. Its clothes are handmade in London by knitters and seamstresses earning above the London living wage. The business is built on a philosophy of fairness and authenticity, promising customers "no sweatshop, no photoshop". Birdsong's products are inclusively sizes from 2XS-3XL.
The Social Outfit
For The Social Outfit, diversity is in their DNA. The Social Enterprise supports women refugees and migrants through free access to their studio space and workshops. Their engagement with the multicultural community has made them a stand out in the fashion industry. Their collections are often funky, vibrant patterns that come in various styles that suit all bodies and occasions. Stemming from their business model and approach to women and the fashion industry, their ethically made pieces are worn by models from all different racial backgrounds.
Shop the Social Outfit.
Author bio: Madeleine is an experienced content writer who specialises in all things personal sustainability, environmental awareness, and minimal consumption. She loves using her writing and research to clearly communicate these key solutions to environmental issues, and endeavours to help people do more in their everyday lives to minimise their footprint on the planet. To do this, Madeleine also manages the online platform Our Simple Gestures, and in her spare time loves being outdoors and enjoying life! Find her at LinkedIn, Instagram and at the website.
Feature image by Kirrin Finch, other images by brands mentioned. Good On You publishes the world's most comprehensive ratings of fashion brands' impact on people, the planet and animals. Use our Directory to search more than 2,000 brands. We may earn a commission on sales made using our offer codes or affiliate links.


text:
HomeusFlorida prosecutors seek death penalty for former Marine accused of killing innocent...
Florida prosecutors seek death penalty for former Marine accused of killing innocent family in 'rescue' op
Florida prosecutors are seeking the death penalty for a former Marine sharpshooter who allegedly broke into the home of an innocent family earlier this month, murdering four people, including a 3-month-old boy in his mother's arms, under the delusion that the victims were child sex traffickers.
In its notice of intent Friday, the State Attorney's Office for the 10th Judicial Circuit described several aggravating factors that could justify the death penalty for 33-year-old Bryan Riley of Brandon, The Ledger reported.
During the early morning hours of Sept. 5, Riley went into two different homes on the same property off of North Socrum Loop Road in north Lakeland and shot and killed a 62-year-old woman, a family dog, a 26-year-old woman, her 3-month-old baby boy whom she was holding at the time, and the woman's 40-year-old boyfriend, Justice Gleason, the Polk County Sheriff's Office said in a previous statement.
Riley also shot an 11-year-old girl multiple times. She was critically injured but survived.
MARINE HAS 'ZERO REMORSE; OVER SLAIN FLORIDA FAMILY, 'TORTURED' GIRL IN DELUSIONAL RESCUE OP: SHERIFF
Gleason's family gave the sheriff's office permission to use his name, but the other victims' family members do not want their names released, per Marsy's Law, the statement said.
Earlier last week, Riley was indicted by a Polk County grand jury on 22 charges, including four counts of first-degree murder, one count of attempted first-degree murder, one count of kidnapping, one count of aggravated child abuse, two counts of burglary, seven counts of attempted first-degree murder of a law enforcement officer, one count of animal cruelty, one count of arson, two counts of shooting into an occupied dwelling, and two counts of shooting within an occupied dwelling, State Attorney Brian Haas announced.
A grand jury's 22-count indictment was filed Tuesday in Polk County Circuit Court against Bryan Riley, who allegedly murdered four people and wounded an 11-year-old girl.
(Polk County Sheriff's Office)
Polk County Sheriff Grady Judd previously said Riley falsely believed the family was involved in child sex trafficking and that he had been told by God to rescue a purported child victim named "Amber." There was no child by that name at the home. Riley chanced upon the family after seeing a man mowing his lawn with a young girl in the yard he thought might be the trafficking victim, Judd said.
Riley, wearing body armor, had three weapons with him and fired at least 100 shots in the main home and a smaller one in back where the grandmother lived, officials said. Officers fired about 60 shots in a gun battle that left Riley with a gunshot wound to the abdomen. Riley surrendered after that.
"Over Labor Day weekend, on Sunday morning, 4:20 a.m. in the morning, an evil man committed a mass murder when he charged into a house and killed four people, including a three-month-old baby. In addition to that, he tortured and shot an 11-year-old little girl as many as seven times," Judd said in a Sept. 10 video asking for donations to cover hospital bills and funeral costs. "It's total devastation."
There was no relationship between the victims and Riley, Judd said. Riley is being held without bail and has not yet entered a plea to the charges.
Riley served as a Marine in Iraq and Afghanistan and was working as a security guard, including at a church near Orlando. After that recent job, his girlfriend of four years told investigators Riley began talking about communication with God but not about violence.
Danielle Wallace is a Digital Reporter for Fox News and FOX Business. Follow her on Twitter at @danimwallace. If you have a tip, you can email her at danielle.wallace@fox.com.
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Stuart Cohen is the President of Environmental & Turf Services and is the Study Director of all environmental risk assessments. His Ph.D. is in Physical Organic Chemistry from George Washington University, Washington, DC, with dissertation research at the National Institutes of Health (NIADDK). He has additional course work in chemical carcinogenesis, immunology, soil microbiology, wildlife habitats, hydrogeology, chemical engineering, aquatic toxicity, etc. He has been working in the areas of environmental fate and risk assessment since 1976. His career includes 11 years with the U.S. EPA in the areas of pesticides and toxic substances. Dr. Cohen is a Certified Ground Water Professional and has been very active in professional societies (SETAC, NGWA, IUPAC, ACS, GCSAA). He was the director of the Cape Cod ground water study of four golf courses.
N. LaJan Barnes is our Senior Hydrogeologist. She is responsible for all ground water and geology field investigations as well as computer modeling. She has a B.S. in Geology and an M.S. in Hydrogeology, from Texas Tech University. LaJan is a Registered Professional Geologist in five states, and has training in health and safety at hazardous waste sites and FIFRA Good Laboratory Practices. She has been working in the geological/hydrogeological field since 1980 with experience in the environmental field since 1990.
Ken Ingram is our senior Turf Agronomist. He has an M.S. degree in agronomy, and he is a Certified Golf Course Superintendent with experience in golf course grow-ins and IPM. Ken is also a certified Master Greenkeeper, a United Kingdom certification. Ken has over 30 years of experience and is also currently teaching Landscape Management for the Institute of Applied Agriculture at the University of Maryland, College Park.
Linda Havely is the Office Manager. She has been with ETS since May, 1996.
Sandy is a part time Environmental Scientist with ETS. She is our GIS (geographical information systems) specialist, with training in chemistry and ecotoxicology. She provides scientific support to the senior staff. She has been trained in the use of the ArcSWAT watershed runoff/instream model. She received extensive experience doing Phase I and Phase II Environmental Site Assessments prior to joining ETS in May 2012, and has completed the National Environmental Policy Act (NEPA) certification program and is certified to prepare and review NEPA documents. She has a B.S. in Environmental Science with a concentration in Water Resources from Indiana University-Purdue University in Indianapolis.


So here's a sight you won't see everyday: me in prints. They can be pretty risky, and honestly there aren't that many types of prints I like. At least not for myself. When I do find a print I like I just go for it, no hesitation. I never thought in a million years I'd be wearing something with birds on it, but when I saw this romantic pastel yellow dress at Zara I just couldn't resist. The cute black details like the slim waist belt and collar really finish it off. I got inspired by the black/eggshell yellow combo that I just continued to construct the outfit with small black accessories to keep the focus on the fun print.


Long, thin rods of finest Belgian white chocolate, with dark chocolate hoops, ideal for decorating ice creams, sorbets, mousse and many other desserts., Length 200mm"
"Long, thin rods of finest Belgian chocolate, alternating milk and white in a helical pattern, ideal for decorating ice creams, sorbets, mousse and many other desserts., Length 200mm"
Rolled chocolate in form of a pencil made from dark chocolate. Length 100mm.
Nougatine sprinkle to use as a decoration or to roll out and mould into shapes.
"A flat square shaped green decor item ~50 x 50mm coated with pieces of pistachio and hazelnut. Dessert decoration., There are approximately 80 pieces per box but due to the fragile nature of the product we cannot guarantee zero breakage, however there should be no more than 10% broken on delivery., Please be aware of this when planning your menus to account for any potential breakage., Square shaped green decoration item coated with pieces of pistachio."
"A flat square shaped decor item. 50 x 50mm, decorated with cappuchino sprinkles. To decorate desserts, There are approximately 80 pieces per box but due to the fragile nature of the product we cannot guarantee zero breakage, however there should be no more than 10% broken on delivery., Please be aware of this when planning your menus to allow for any potential breakages., Square shaped decoration item decorated with cappuccino."
"A curved petal shaped sweet decor piece made with pistachio, hazelnut and almond essence. To decorate desserts., Piece is approximately 70mm x 30mm, There are approximately 40 pieces per box but due to the fragile nature of the product we cannot guarantee zero breakage, however there should be no more than 10% broken on delivery., Please be aware of this when planning your menus to allow for any breakages., Curved, petal shaped sweet decor made with pistachio, hazelnut and almond essence."
120mm x 305mm petal shaped sweet decor item made with cocoa powder and hazelnuts. To decorate desserts., There are approximately 80 pieces per box but due to the fragile nature of the product we cannot guarantee zero breakage, however there should be no more than 10% broken on delivery. Please be aware of potential damages when planning your menus so that you will have sufficient pieces.
"Thin flat 50mm circular discs of caramel, cinnamon & hazelnut biscuits., There are approximately 125 pieces per box but due to the fragile nature of the product we cannot guarantee zero breakage, however there should be no more than 10% broken on delivery., Any broken pieces can be used as a sprinkle on desserts., Caramel biscuit made with rice poppers and caramel flavour with cinnamon and hazelnut"
"A round flat 50mm disc of caramel biscuit made with rice poppers, raspberry puree and essence. To decorate desserts., There are approximately 125 pieces per box but due to the fragile nature of the product we cannot guarantee zero breakage, however there should be no more than 10% broken on delivery., Any broken pieces can be used as a sprinkle on desserts., Caramel biscuit made with rice poppers, raspberry puree & essence"
"A flat round 50mm disc of sweet minted caramel with rice poppers, mint juice & mint flavouring. To decorate desserts., There are approximately125 pieces per bucket but due to the fragile nature of the product we cannot guarantee zero breakage, however there should be no more than 10% broken on delivery., Any broken pieces can be used as sprinkles on desserts., Caramel biscuit made with rice poppers, mint juice & mint flavouring"


text:
The Edible Bookshelf
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Reviewing My Books
New Release: Prep For Doom Anthology
Prep For Doom
by Band of Dystopian
From the imaginations of twenty authors of dystopian and post-apocalyptic fiction comes PREP FOR DOOM - an integrated collection of short stories that tell the tale of a single catastrophe as experienced by many characters, some of whom will cross paths.
What begins with a seemingly innocuous traffic accident soon spirals into a global pandemic. The release of Airborne Viral Hemorrhagic Fever upon New York City's unsuspecting populace brings bloody suffering within hours, death within a day, and spreads worldwide within a month. An online community called Prep For Doom has risen to the top of a recent doomsday preparation movement. Some have written them off as crazy while others couldn't be more serious about the safety the preppers could provide in a global disaster. But when AVHF strikes, their preparation may not be enough to save them.
From authors Laura Albins, ER Arroyo, Amy Bartelloni, Brea Behn, Casey L. Bond, TK Carter, Kate Corcino, Harlow C. Fallon, Kelsey D. Garmendia, Caroline A. Gill, DelSheree Gladden, John Gregory Hancock, Casey Hays, Kate L. Mary, Jon Messenger, Monica Enderle Pierce, Cameo Renae, Hilary Thompson, Yvonne Ventresca, and Megan White.
Prep For Doom Website
Prep For Doom on Goodreads
Release Party (Facebook)
Join us June 27th for a day full of author takeovers, games, and great prizes, including a Kindle Fire HD7!
About Band of Dystopian
Band of Dystopian (BOD) is a Facebook group, blog, and company dedicated to dystopian, apocalyptic, and post-apocalyptic books. Our mission is to help fans of dystopian fiction find books they will love and help authors of the genre get the word out about their work. Our community of over 2,300 readers and authors has become a supportive, interactive, and insanely fun place to be. We are branching into the publishing world with our first anthology, Prep For Doom. We have over 150 authors in the group, plenty of great conversation, tons of giveaways, and the perfect place for dystopian lovers to find their next great read.
Join Band of Dystopian
Labels: anthology, band of dystopian, new release, post-apocalyptic, prep for doom, virus, ya post-apocalyptic
Feature: The Confessions of a True Womanizer by Rod Ballard @Rod_Writer
The Confessions of a True Womanizer
by Rod Ballard
Publisher: CreateSpace Independent Publishing Platform; 1 edition (May 5, 2015)
Romeo Roosevelt was raised in a household where he witnessed his father abuse and cheat on his mother. After Romeo's mother left his father—Romeo grew up taking on one characteristic of his father—being a "Womanizer!" Blessed with his father's good looks and deceiving ways—Romeo's sexy swagger and enticing demeanor makes him irresistible to women. Jumping from woman to woman was all Romeo knew. When Romeo reunites with his first love—he finds himself wanting to change for the better. Can Romeo's first love make him give up his lust for women or will she just be another Confession of a True Womanizer?
Rod Ballard is an author/ writer from South Carolina that enjoys writing stories that people can relate to. Stories that people can get a moral out of. He published his first novel "The Confessions of a True Womanizer," in May of 2015. Besides writing, Rod loves reading, positive motivational speaking, working out in the gym and anything that has a Positive role in his lives and others. Working out and great health is also a big passion of his. Rod believes that how you keep yourself up on the outside reflects who you are in the inside. He has big visions of writing many more stories that people will enjoy!
Follow Rod on Instagram and like is Facebook page below.
Instagram: @rod_writer
https://www.facebook.com/rodwriter
Twitter: @Rod_Writer
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Learn More on: Goodreads
Labels: new release, rod ballard, romance, romeo roosevelt, The Confessions of a True Womanizer
The Gatekeeper's Trilogy Blast and #Giveaway from @EvaPohler
Readers are calling this series, "Amazing," "Addicting," and "One of the best modern retelling of ancient myth."
Kirkus Reviews wrote that it's "sure to thrill Hunger Games fans," and Midwest Book Reviews calls it "a powerful young adult fantasy." A teen becomes entangled with the gods of Mount Olympus when one of them, Thanatos, the god of death, wants his chance at love. He makes a deal with his father, Hades, but not all the gods want him to succeed.
Part paranormal romance and part adventure story, this trilogy follows Therese's adventures as she struggles to overcome the challenges the gods dish her in her quest to become like them. For one week only, from June 7th to June 13th, the digital box set of The Gatekeeper's Trilogy, usually $5.98, can be downloaded from any ebook retailer for 99 cents! That's three full-length novels, a total of 230,564 words, for less than a buck!
Get your copy here:
Kindle Nook iBooks Google Play Kobo Smashwords
To celebrate this one-week sale, Eva Pohler Books is also giving one lucky winner a $40 gift certificate of his or her choice, plus a signed paperback set of the trilogy. Keep reading to find out how to enter. This series was initially written as a trilogy and can end with the third book, or you can keeping reading through all six. This box set includes the first three books. If you want to keep reading, come back here to follow Therese's adventures as she strives to become a goddess in the ancient Greek pantheon.
You can find the other three books in the series here:
Kindle Nook iBooks Google Play Smashwords Kobo
After you download your copy of The Gatekeeper's Trilogy, be sure to enter this international rafflecopter giveaway, which ends at midnight on June 13th. You can enter daily! Then be sure to come back to this page to find out if you won and to get the other three books in the saga!
Labels: 99 cents, box set, eva pohler, gatekeeper, giveaway, the gatekeeper trilogy
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UFO or PIP–what to do?
amazing photography. The models shown below are wearing jewellery from my book Fabulous Chainmail Jewellery.
I'll be 59 on the 17th of March and finally came 'out of the closet' and put artisan on my resume! ….Not only does your work inspire me, choices you've made in life do as well…. D, Kingston, ON.
Access by phone or email to real, live, friendly and helpful Gardiner Design support staff.
Personal attention from Marilyn Gardiner to special questions or requests.
Accurate and efficient order fulfillment.


Is the West prodding Moscow into a new Cold War?
If Cold War II hasn't already started, it is somewhere around the corner.
If you read Vladimir Putin's Valdai speech carefully, it becomes clear that he's offering a new philosophy of development.
Admittedly, in the last year and a half, despite a very complex palette of relations, Iran and Russia have found a strong cementing factor: Syria.
Russia will remain a crucial interlocutor on nuclear policy, space, and various regional matters. As in the past, it will be able to block and delay global action with its Security Council veto. If its leaders want more than that, the changes this will require are relatively clear.
Russia has been observing the unexpected events in Turkey idiosyncratically: through the prism of its own domestic policy.


I need to talk to Jon this week to find out more about this band. It is my understanding it was a four piece punk/new wave band who did some recording. Where it fell time-wise with the breakup of Silver Laughter and the formation of HiFi I am not sure. But they did put out a record or two. This is the front and back of the "picture" cover for an EP (Extended Play – 4 songs on a 7″ vinyl record) "Say The Words" and "Condition Red" backed with "Decision" and "2021".
As you can see by the credits that Jon has the last name "Watt" and was the vocalist; no guitar credited. The name Butch "Wax" should give you a clue that these are stage names, much like Johnny "Rotten" was.
Westminst'r Sound did the recording, the same studio where "Sailing On Fantasies" was produced by Frank Wiewel. Les Bell did the cover. He is the artist who did the now famous 1968 poster for Jimmy Hendrix when he played at the Col Ballroom in Davenport, Iowa which I chronicled in an article on the Draught House back in September of 2013.
Steve Rose was actually a real name, the rest are 'nom de plume' status.


I am planning a challenging 100km bike ride from Milton Keynes to London in June. I'll be doing this with my Dad, Mark Wilson, who will ride with me along the tow-path by the Grand Union Canal. We'll complete the route in just one day, supported by friends and family along the way.
The furthest I've cycled before is about 40km, so this will be a huge challenge for me! Dad and I are already in training and I really hope you are able to support me and sponsor my challenge.
Back in November, I was lucky enough to be one of just 16 Scouts and Explorer Scouts across Milton Keynes District to be selected for one of two international trips in 2019 – to the International Scout Centre in Kandersteg, Switzerland and the World Scout Jamboree in the United States.
I was selected to go to Kandersteg and I need to raise £900 to fund this amazing international trip.
Collectively as a Scout group we have already arranged a number of fundraising activities and events such as the Bunnings sausage sizzle, car boot sales, charity car raffles, bag packing and odd jobs such as car washing and lawn mowing. We'll continue with these fundraising activities over the next 18 months.
Any additional funds raised will go into the collective fundraising pot for Milton Keynes Scouts and Explorer Scouts attending the international trips.
The Kandersteg International Scout Centre was set up in 1923 as a permanent mini jamboree where Scouts from all over the world could meet. More than 12,000 young people from 40 countries visit each year.
Yesterday was THE BIG DAY and Matthew smashed it! Matt and Mark set off from Milton Keynes station at 8am and cycled the full 111 km (69 miles) to London Paddington along the Grand Union canal. It was no mean feat. 6 hours of cycling over a 10 hour period on grass, gravel and tarmac. Supported by family and friends along the way, Matt stayed positive throughout, and fought on bravely through a dip at around the 50 mile point. Thank you so much to all our friends and family for all your generosity and support.
Wow !! Congratulations to you and your support team !
All the very best to you both. As a GSL in Bucks I think it is wonderful you are both giving it a go!
Well done Matt, that's an epic achievement!
Well done Matthew! Enjoy Switzerland!


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10 Questions with John Rector
Interview by Keith Rawson	August 20, 2013	2 comments
John Rector
Out of the Black
I first became aware of John Rector in 2009 when Brian Lindenmuth of Spinetingler Magazine ran a series of interviews titled, Conversations with the Bookless, on the now defunct website, BSCReview. Rector was featured in a portion of the series called "the not so bookless," because a couple of weeks before the interviews began, Rector had sold his second novel, The Cold Kiss, to Tor/Forge and had decided to Kindle publish his debut novel, The Grove, as a means of promoting The Cold Kiss. At the time, self-publishing was still viewed with a fair amount of disdain within the publishing community, but with The Grove teetering the line between crime and horror, the big 6 had no idea how to market it, causing them to pass on the chilling, tightly written manuscript.
Fast forward to 2013 and Rector is still writing the same chilling, tightly crafted novels, but he's now one of Thomas & Mercer's bestselling authors and one of crime fiction's certifiable heavyweights. And with his latest, the grim page turner, Out of the Black, Rector is sure to gain an even wider fanbase.
What was the first story you ever wrote, and what happened to it?
The first complete story I wrote was called "Hula Girl." It was about a woman who went insane because she couldn't have kids. One day she goes off the deep end and convinces herself that her husband's growing middle-age paunch is actually a baby, so she drugs him and duct tapes him to their kitchen table. After he wakes up, she tells him she's going to perform a C-section. He tries to be rational and talk her out of it, but she's on a mission. She brings in the dashboard Hula Doll from his car and sets it on the counter and tells him to use it as his focal point, then she takes a steak knife from the drawer and slices him open. She immediately realizes her mistake, but when she gets up to call 911, her feet get tangled in his spilled intestines and she falls, hitting her head on the counter and knocking herself out. The story ends with the husband taped to the table and bleeding out while he stares at the wiggling Hula doll and laughs at himself and his poor life choices.
As far as what happened to that little gem, I have no idea. It was published on some webzine, but I don't remember which one. I also don't have a copy anymore, so it looks like it's gone for good. Which, honestly, isn't a big loss.
When you sold your first piece of writing, how did you celebrate?
I didn't celebrate. It seems ridiculous now, but at the time I didn't want to acknowledge any success, no matter how small. I didn't start writing until I was thirty, so I've always felt like I had a lot of catching up to do. I thought if I lessened the pressure by congratulating myself for little sales, I'd lose the edge and the drive I needed to go after my bigger goals. This went on for a long time, even after I started publishing novels. I never fully let myself enjoy what was happening around me. It wasn't until earlier this year that I forced myself to stop and look around and appreciate everything that's happened.
Tell us about your process: Pen, paper, word processor, human blood when the moon is full... how do you write?
I'll do whatever it takes to get the words on the page. Usually, I'll start by taking notes and doing a rough outline by hand, then I'll clean it up and transcribe everything over to a word document. I use this as a roadmap that I can tweak and add to as I work on the manuscript. When I'm actually writing it's almost always on the computer or on a typewriter. With the typewriter, I've found that sometimes seeing real pages stack up on your desk can be a mental boost, especially when you're working through the long middle of a book.
What's the biggest mistake you've made as a writer?
I don't know if it's a mistake since everything turned out ok, but part of me does regret not going with my original ending for Already Gone. The first draft ended with a really grim homage to Double Indemnity. I had Jake, the narrator, lose everything. He's stuck on the beach in Mexico, and he's flat broke. His wife has just double crossed him, and he knows if he goes home Gabby (his mentor) will kill him. So, he makes a steak dinner for himself then walks down to the beach which is closed because of sharks feeding off shore. It's a full moon, and Jake stands there for a while watching the way the light reflects off the surface of the water. Then he takes a knife, slices his wrists, and wades out into the sea. The book ended with him on his back, staring up at the full moon, and feeling something massive pass under him in the black water as he floats away.
The consensus from everyone around me was that I absolutely COULD NOT have the main character devoured by sharks at the end. It was possible Simon and Schuster would've refused to publish the book with that ending, and at the time I wasn't completely sold on it myself, so I let it go without much of a fight. It wasn't until later that I looked back on it and realized that the shark ending was the perfect ending for that book, and I'd screwed up by not realizing it at the time. In the end, the book sold well, and everyone at Simon and Schuster and Thomas & Mercer was thrilled. Still, sometimes I just want to slap myself for not seeing it sooner. Live and learn, I guess. The good thing is that I have more freedom to do what I want now, so I'll never make that mistake again.
What kind of catharsis did you achieve from your latest work?
Out of the Black was the book that convinced me to slow down. I mentioned it above, but I got into an early habit of always looking at what was coming next, or what might go wrong tomorrow instead of appreciating where I was and what was happening around me. That approach helped with some of the decisions I've made in my career, but it also took a lot of the fun out of this job. When I finished Out of the Black and felt the old pressures coming back, I just decided I'd had enough. I don't know if it was the book that brought this on, or if it was just me entering a new stage of my career, but I'll always associate this shift in perspective to Out of the Black.
Which fictional character would you most like to have a drink with, and why?
Jean-Luc Picard, obviously. Dude's traveled the galaxy. Can you imagine the drunken stories he'd tell?
Where do you buy your books?
I try and buy a book every time I'm in an independent bookstore, whether I'm there to sign or not, but the majority of my purchases come from Amazon.
How do you handle a bad review of your work?
The only time a bad review bothers me is if the reviewer points out something I agree with, otherwise they're easy to shrug off. Nobody likes bad reviews, but you can't please everyone, and I've always thought if you're going to have the balls to publish your work for others to read, you better have some damn thick skin. I'm somewhat baffled anytime I hear a writer whining about a bad review. Maybe it's just me, but I can't think of a more meaningless thing to get upset about. Politics maybe.
What's the worst advice you hear authors give writers?
The worst advice, by far, is to ignore the show don't tell rule.
I don't know when this advice started popping up, but it's been making the rounds for a while. It's not that the people giving the advice are wrong, or that their intentions aren't good, but they're giving this advice to people who haven't reached the point where it'll make them better writers. If anything, that kind of advice is going to create bad habits and make them worse writers in the long run.
I'm a firm believer in the idea that artists need to not only learn the fundamentals of their craft, but they need to master them to the point where they become second nature. Once they do, they'll hopefully be able to see where telling works better, or where they should show something for the best dramatic effect. I don't see how rushing the learning curve helps anyone.
When you originally Kindle published your first novel, The Grove, did you expect it to take off the way that it did? And would you ever go back to self-publishing your titles?
I didn't know what to expect when I released The Grove on my own. At the time I'd just signed a deal with Tor/Forge for The Cold Kiss, and I was looking for a way to build an audience before the book came out. Since I have such a strong aversion to social media, blogging, and any form of self-promotion, my options were limited. I'd read an article about Amazon's Kindle Direct Publishing platform and thought it looked interesting. I've always believed that the best way to promote your writing is with your writing, so I decided to give it a shot. Thankfully word of mouth kicked in and The Grove sold well enough to catch the attention of Amazon Publishing who picked up the book, and later Houghton Mifflin Harcourt, who published it on their Mariner imprint.
And yes, I'd definitely self-publish in the future.
Manufacturer: Thomas & Mercer
Interview by Keith Rawson
Keith Rawson is a little-known pulp writer whose short fiction, poetry, essays, reviews, and interviews have been widely published both online and in print. He is the author of the short story collection The Chaos We Know (SnubNose Press)and Co-Editor of the anthology Crime Factory: The First Shift. He lives in Southern Arizona with his wife and daughter.
Follow @keithr34
10 Questions With Michael Lowenthal
10 Questions With Channel SK1N Author Jeff Noon
10 Questions with Sean Beaudoin
10 Questions With Chris F. Holm
10 Questions With Matthew McBride
The Hack-Dad Chronicles: Friends Are Better With Drugs
'Another Way To Fall' by Brian Evenson and Paul Tremblay
The Hack-Dad Chronicles: All Work and No Play
Hack Dad's No Good Very Bad Day
Bookshots: 'Tacky Goblin' By T. Sean Steele
Lawrence	from Dallas, Texas is reading Mr. Mercedes - Stephen King August 20, 2013 - 10:31am
Thanks for doing these interviews, Keith I always enjoy them.
I haven't read anything by Jon Rector but I am adding him to the list now.
EdVaughn	from Louisville, Ky is reading a whole bunch of different stuff August 20, 2013 - 6:58pm
I've been seeing this guys name a lot recently online and reading reviews for Out Of The Black. His stuff sounds interesting. I've put a few of his books on my amazon wishlist to pick up later when I've got some dough.


Sunny apartment, centrally situated in Saas-Almagell. Storage room for skis, boards and boots. Two balconies on the south and east sides provide a clear view. 150 m from the village square and the bus station, car access, 2 parking spaces directly at the house. Tourist office, shops, restaurants, sports facilities in 150-300 m. Large 4.5-room 1st floor apartment, 110 m2 Large kitchen with dining area, oven, dishwasher, microwave. Balcony to the east. Bright living room with sofa, desk, tiled stove and TV Bath/toilet Double room with sofa and balcony to the south 3-bed room with a large wardrobe Double room with folding beds All bed rooms with washbasin The apartment is suitable for 4-6 persons. . Holiday taxes Summer (01.06. -31.10.): CHF 7.-/adults, CHF 3.50/children (age 6 - 15.99) per day. Holiday taxes Winter (01.11. -31.05.): CHF 4.50 for adults, CHF 2.25 for children (age 6 - 15.99) per day. Included are: bath towels, kitchen cloths and bed linen. Excluded: final cleaning CHF 90.- P.S. This appartement is not suitable Sabbath.


text:
Caldera del Atuel je masivní, 30×45 km široká kaldera, nacházející se v centrální části Argentiny v provincii Mendoza. Její západní okraj tvoří hranici s Chile. Dno kaldery je pokryto asi 15 dacitovými dómy a přibližně 25 čedičově-andezitovými až andezitovými stratovulkány. Některé stratovulkány (Volcán Guanaqueros na severovýchodním a Volcán Overo na jihovýchodním okraji) jsou poměrně mladé – pochází z holocénu.

Reference

Sopky v Argentině
Kaldery
Pětitisícovky v Andách
Pětitisícovky v Argentině
Hory a kopce v Mendoze

redpajama_set_name: RedPajamaWikipedia


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Ivanka Trump's Kids: Everything To Know About Her 3 Young Children
Ivanka Trump is a successful businesswoman & the daughter of Donald Trump, but she is also a mom to three adorable kids. Meet her children Arabella, Theodore, & Joseph below!
Sabrina Picou
November 16, 2022 10:00PM EST
Image Credit: Alex Edelman - Pool via CNP / MEGA
Ivanka Trump is not only the daughter of former President Donald Trump but also a businesswoman and former senior advisor of the Trump administration.
She is the mother to three children.
Ivanka has been married to Jared Kushner since 2009.
On Nov. 16, 2022, Ivanka took to her Instagram Story to announce she will no longer be involved in politics ahead of her father's 2024 presidential run.
The Trump family is indeed a very famous one, and although you might already be familiar with Ivanka Trump and her father, Donald Trump, you probably don't know everything about her kids. The businesswoman and former senior advisor to her father's administration is often seen out and about with her three kids that she shares with her husband, Jared Kushner. Below is everything to know about her children Arabella, Theodore, and Joseph.
More AboutIvanka Trump
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Ivanka Trump & Jared Kushner with their three kids. (Alex Edelman – Pool via CNP / MEGA)
Ivanka's daughter, Arabella, 11, is the eldest of her siblings. She was born in 2011, about two years after her parents got married. Most recently, Arabella and her stylish mom were seen rocking similar blue dresses in an adorable snapshot shared by Ivanka via Instagram on Nov.13, 2022. The chic outfits were in honor of Ivanka's sister, Tiffany Trump's lavish wedding on Nov. 12, 2022.
On July 17, 2011, the 41-year-old took to Twitter to announce the birth of her first child with her hubby. "This morning [Jared] and I welcomed a beautiful and healthy little baby girl into the world," a then 29-year-old Ivanka wrote. "We feel incredibly grateful and blessed. Thank you all for your support and well wishes!" And just a few days later she tweeted just how much joy their baby girl was bringing them on July 18, 2011. "Jared and I are having so much fun playing with our daughter! Arabella Rose is beyond adorable. She's truly a blessing."
Ivanka Trump welcomed her second child, Joseph, in 2013. (JIM LO SCALZO/EPA-EFE/Shutterstock)
Two years after the birth of Arabella, Ivanka and Jared expanded their family once more. This time with their first son, Joseph, 9, who was born on Oct. 14, 2013. The blonde beauty took to Twitter once again to announce the news that same day. "We just welcomed a beautiful & healthy son into the world. Jared, Arabella and I couldn't be happier!", she wrote.
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Ivanka also shared the meaning behind Joseph's full name which is Joseph Frederick. "Jared's grandfather, Joseph, was a rock. His indomitable spirit, his sense of family, and his work ethic are the values we hope to hand down to our son," she wrote via Tumblr, according to PEOPLE. "My grandfather, Frederick, was a builder not just of tens of thousands of homes throughout this city, but of a tight-knit family that honors to this day the traditions he established. Both men set the standards that have been passed down through the generations and which we hope to impart upon Joseph and Arabella."
On Oct. 15, 2013, just one day after the birth of Joseph, Ivanka shared an adorable photo of Arabella cradling a toy doll in preparation for her brother's homecoming. "Arabella is at home with her grandmother practicing her swaddle before her little brother comes home!", the mom-of-three captioned the snapshot. So cute!
Related: Cindy Williams' Husband: All About 'Laverne & Shirley' Star's Marriage To Goldie Hawn's Ex, Bill Hudson
A post shared by Ivanka Trump (@ivankatrump)
Last, but certainly not least, came Arabella and Joseph's brother, Theodore James, 6. On March 27, 2016, the Trump-Kushner family welcomed their third bundle of joy and announced the exciting news via Twitter. "Jared and I feel incredibly blessed to announce the arrival of Theodore James Kushner. Xx Ivanka," Ivanka wrote on the social media site. Theodore's birth also notably came about eight months prior to his grandfather's victory in the 2016 US Presidential Election.
Later, on March 29, 2016, the proud momma bear took to Instagram to share a sweet photo of her new baby along with Jared and Arabella. "This is love! #bliss," Ivanka captioned the post. And around the time of her second son's birth, the Women Who Work author opened up to PEOPLE about spending time with her kids. "I try to carve out special time with each of them," she said. "Joseph loves playing with cars. Arabella could read with me for hours. I never loved baking until Arabella started cooking with me." She even joked that her two eldest kids always intrude on Theo's time. "Poor Theo, he's always the one where they're interrupting his time with me," Ivanka added.
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Palm Beach, FL - Ivanka Trump and her daughter seen arriving at her sister Tiffany Trump's wedding. Pictured: Ivanka Trump BACKGRID USA 12 NOVEMBER 2022 USA: +1 310 798 9111 / usasales@backgrid.com UK: +44 208 344 2007 / uksales@backgrid.com *UK Clients - Pictures Containing Children Please Pixelate Face Prior To Publication*
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text:
Premium Credit Tax Strategy Statement
Premium Credit Limited (PCL), the Group's principal trading subsidiary, provides instalment finance and payments services to over three million customers in the UK and Ireland via our network of intermediaries. Strong corporate governance is critical to maintaining stakeholders' confidence and as such the Group is committed to complying with UK tax law and practice. Our overarching aim is to minimise any regulatory risk within our business, which includes taking a low-risk approach to tax risk. We aim to ensure that our tax arrangements remain consistent with a low-risk appetite, both in financial and reputational terms. We are committed to full compliance with our tax obligations.
Tax risk management and governance
Responsibility for the tax strategy, the supporting governance framework and management of tax risk ultimately sits with the UK Board and the Chief Financial Officer and is overseen by the Audit Committee.
The key risks and controls for PCL in the UK are highlighted below:
Tax compliance and reporting risks: As with all businesses, PCL has the risk of submission of late or inaccurate returns. In order to mitigate this risk, PCL have implemented robust internal controls and use external tax advisors to advise on or prepare the UK tax filings.
Transaction risks: The risk of transactions carried out or actions taken without appropriate consideration of the potential tax consequences. A detailed risk assessment is undertaken for all material business changes (ie. business change, new products). As part of this assessment, tax risk is assessed by external tax advisors to ensure all tax risks are assessed.
Legislative change risk: Legislative tax changes pose risk to our business and to ensure this risk is mitigated, we receive regular updates from our tax advisors and attend industry seminars. Our tax advisors are then engaged where necessary.
Tax risk appetite
PCL has a low-risk appetite for all business risks, including tax. As such, PCL is committed to ensuring it complies with not only the letter of the law, but also the intention of parliament, whilst maintaining value for its shareholders. This is achieved through segregated responsibilities within the businesses for tax compliance and liaising with a third party recognised tax expert.
Our approach towards tax planning
PCL aims to be efficient with tax planning, including taking advantage of any government tax incentives, such as R&D Expense Credits, in order to maximise value on a sustainable basis for the Group and its shareholders. However, any structuring that is undertaken must have commercial and economic substance, and PCL does not put in place any arrangements that are contrived or artificial. Where planning is undertaken, we consult external tax advisors to ensure that the tax technical interpretation is fully aligned to our risk appetite.
Relationship with HMRC
In the spirit of cooperative compliance, PCL engage with HMRC in an open and transparent manner. We do not take positions on tax that may create reputational risk and seek to resolve any issues with HMRC through proactive discussion wherever possible.
We consider that the above statement complies with PCL's obligation under para 16(2) and para 25 (1), Sch 19 Finance Act 2016 for the year ended 31 December 2022.
Note: This statement applies to all UK incorporated companies, including the principal trading subsidiary Premium Credit Limited, which is based in Leatherhead, UK and is a UK registered and domiciled company. All employees are employed by Premium Credit Limited. Under the HMRC guidance, the above statement does not apply to the securitisation SPV's, Mizzen Bondco Limited (Cayman Islands) or Pomegranate Holdings Limited and Pomegranate Topco Limited (Jersey).


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Taxation Of Cross-Border Mergers And Acquisitions: Japan 2016
By KPMG
This report provides insight into tax issues that need to be considered when mergers and acquisitions (M&A) are contemplated in Japan.
For the last few years, Japan has been reducing corporate income tax rates, and, by virtue of tax reform 2016, the effective tax rate is expected to drop below 30 percent. But to make up for tax revenues lost due to the reduced tax rates, various countermeasures have been introduced such as a limitation on the amount of deductible tax losses brought forward in a year.
In addition, the consumption tax rate was increased to 8 percent (from 5 percent) on 1 April 2014 and is scheduled to increase to 10 percent on 1 April 2017.
Asset purchase or share purchase
The following sections discuss issues that need to be considered from a Japanese tax perspective when a purchase of either assets or shares is contemplated. A summary of the advantages and disadvantages of each alternative is provided at the end of this report.
Purchase of assets
In an asset deal, the selling entity realizes a gain or loss in the amount of the difference between the sale price and the tax book value of the assets sold, and the assets have a new base cost in the purchaser's hands.
For tax purposes, in an asset deal, the purchase price should be allocated among individual assets based on their respective market values. In the case of a purchase of a business, the excess of the purchase price over the total of the values allocated to each individual asset is treated as goodwill for tax purposes. Any excess of the total of values of the individual assets over the purchase price constitutes negative goodwill for tax purposes.
For tax purposes, goodwill recognized in a purchase of business should be amortized over 5 years (20 percent of the base cost annually). The amortization should be treated as deductible. Negative goodwill also should be amortized over 5 years (20 percent of the base cost annually), and the amortization should be treated as taxable. Unlike the depreciation of tangible assets or the amortization of intangible assets explained later in this report, the amortization of goodwill or negative goodwill recognized in a purchase of business for tax purposes is not affected by the accounting treatment.
Generally, a company may select either the straight-line method or the declining-balance method to compute the depreciation of each class of tangible assets.The default depreciation method for most assets is the declining-balance method. For buildings and certain leased assets, the straight-line method must be used. Intangible assets also must be amortized using the straight-line method.
The depreciation and amortization allowable for tax purposes is computed in accordance with the statutory useful lives of the assets provided in the Ministry of Finance ordinance. For second-hand assets, shorter useful lives could be applied.
The depreciation or amortization must be recorded in the statutory books of account to claim a tax deduction. The amount of depreciation or amortization in excess of the allowable limit for tax purposes must be added back to the profits in calculating taxable income. If the book depreciation or amortization amount is less than the allowable amount for tax purposes, no adjustment is required, and the asset effectively gains an extension of its useful life for tax purposes.
Tax attributes
Tax losses and other tax attributes are not transferred to the purchaser in an asset deal.
Japanese consumption tax, similar to valued added tax (VAT), is levied on a sale or lease of an asset in Japan and a supply of service in Japan. The current rate of consumption tax is 8 percent, but a number of transactions are specifically excluded, such as the sale of land or securities. A sale of business in Japan is treated as a sale of individual assets for consumption tax purposes and should be subject to consumption tax, depending on the type of asset transferred. A sale of goodwill in Japan is a taxable transaction for consumption tax purposes.
The consumption tax rate increased to 8 percent on 1 April 2014 and is scheduled to increase to 10 percent on 1 April 2017.
Transfer taxes
Stamp duty is levied on a business transfer agreement. The amount of stamp duty is determined according to the value stated in the agreement. The maximum amount of stamp duty is 600,000 Japanese yen (JPY).
If real estate is transferred in a business transfer, registration tax and real estate acquisition tax are levied. These taxes are subject to a number of temporary reductions and reliefs, and the tax rates differ depending on the type of acquiring entity (e.g. trust, special-purpose vehicle). When the acquiring entity is an ordinary corporation, registration tax is levied in principle at 2 percent of the appraised value of the property. For land, the tax rate is reduced to 1.5 percent until 31 March 2017.
Real estate acquisition tax is levied at 4 percent of the appraised value of the property. This rate has been reduced to 3 percent until 31 March 2018 for land and residential buildings. Further, when land is acquired by 31 March 2018, the tax base of such land will be reduced by 50 percent.
Purchase of shares
In a share purchase, the purchaser does not achieve a step-up of the base cost of the target company's underlying assets.
Tax indemnities and warranties
In a share purchase, the purchaser takes over the target company's liabilities, including contingent liabilities. In the case of negotiated acquisitions, it is usual for the purchaser to request, and the seller to provide, indemnities or warranties as to any undisclosed tax liabilities of the company to be acquired. The extent of the indemnities or warranties is a matter for negotiation. When an acquisition is made by way of a hostile takeover, the nature of the acquisition makes it impossible to seek warranties or indemnities.
Tax losses
Tax losses may be carried forward for 9 years. Under current legislation, the carry forward period will be extended to 10 years for losses incurred in fiscal years beginning on or after 1 April 2017. However, Japan has proposed to delay the extension's effective date to fiscal years beginning on or after 1 April 2018.
The deductible amount of tax losses is limited to 65 percent of taxable income for the fiscal year. Under the current legislation, the limitation will be decreased to 50 percent for fiscal years beginning on or after 1 April 2017. However, Japan has proposed to decrease the limitation to:
60 percent for fiscal years beginning between 1 April 2016 and 31 March 2017
50 percent for fiscal years beginning on or after 1 April 2018.
For small and medium-sized companies and tax-qualifying Tokutei Mokuteki Kaisha (TMK) and Toushi Hojin (TH), etc., the deductible amount of tax losses is up to the total amount of taxable income for the year.
For Japanese corporate tax purposes, there is no distinction between revenue income and capital income.
Restrictions could apply on the carry forward of losses where more than 50 percent of the ownership of a company with unused tax losses changes hands. These restrictions only apply where, within 5 years after the change of ownership, one of several specified events occurs, such as the acquired company ceases its previous business and starts a new business on a significant scale compared to the previous business scale.
Japanese tax law also provides for a tax loss to be carried back for 1 year at the option of the taxpaying company. This provision has been suspended since 1 April 1992, except in certain limited situations, such as dissolution and for small and medium-sized companies.
Crystallization of tax charges
If the target company belonged to a 100 percent group, gains and losses that the target company has incurred and deferred relating to transfers of assets to other entities within the 100 percent group crystallize in the target company when the target company leaves the 100 percent group as a consequence of the acquisition.
Pre-sale dividend
Where the seller is a Japanese corporation, the seller may prefer to receive part of the value as a pre-sale dividend rather than sale proceeds. Capital gains from the sale of shares are subject to corporate tax at approximately 33.06 percent.
However, domestic dividend income less interest expenses deemed incurred in relation to holding the shares (net dividend income) is exempt from corporate tax, provided the Japanese seller corporation has held more than one-third of the Japanese target company, while a 20 percent exemption applies for shareholdings of 5 percent or less and a 50 percent exemption applies in all other cases. Domestic dividend income received within a 100 percent group is entirely excluded from taxable income without deducting interest expenses attributable to such dividend.
No stamp duty is levied on the transfer of shares. However, if the target issues share certificates for the purpose of the transfer, the issuance of the certificates is subject to stamp duty. The amount of stamp duty varies based on the stated value of the certificate. The maximum liability per share certificate is JPY20,000.
Tax clearances
It is not necessary to obtain advance clearance from the tax authorities for acquisitions or disposals of shares. For complex or unusual transactions, the parties may decide to seek a ruling from the tax authorities (generally, a verbal ruling) to confirm the proposed tax treatment.
Choice of acquisition vehicle
The following vehicles may be used for an acquisition by a foreign purchaser. When establishing an ordinary domestic company (Kabushiki Kaisha or Godo Kaisha), registration tax is charged at 0.7 percent of share capital (not including capital surplus), while establishing a branch of a foreign company is generally subject to registration tax of JPY90,000.
Local holding company
If the purchaser wishes to offset financing costs for the acquisition against the Japanese target company's taxable income, a Japanese holding company may be set up as an acquisition vehicle. The offsetting would be achieved either through a tax consolidation, which allows an offset of losses of one company against profits of other companies in the same group, or through a merger, which makes two entities one. The tax consolidation system in Japan is explained in the section on other considerations later in this report. For tax implications of a merger, see the equity section.
Foreign parent company
If the foreign purchaser wishes to offset the financing costs for the acquisition against its own taxable profits, the foreign purchaser may choose to acquire the Japanese target company directly. In this case, Japanese tax implications should be considered for dividends from the target company to the foreign parent company and for capital gains to be realized when the foreign parent company disposes of the target company in the future.
Japanese withholding tax (WHT) is imposed on dividends paid by a Japanese non-listed company to its foreign shareholders at the rate of 20 percent under Japanese domestic law. Reduced tax rates are available under Japan's tax treaties.
A special reconstruction income tax is imposed on WHT at 2.1 percent from 2013 to 2037.
Capital gains from the sale of shares in a Japanese company by a foreign corporate shareholder without a permanent establishment in Japan are subject to Japanese national corporation tax, where:
the foreign share holder and its related parties owned 25 percent or more of the outstanding shares at any time during the previous 3 years including the year of sale and sold 5 percent or more of the outstanding shares of the Japanese company in a specific accounting period
more than 50 percent of the Japanese company's total property consists of real estate located in Japan on a fair market value basis.
Some of Japan's tax treaties exempt foreign shareholders from taxation on capital gains in Japan.
Non-resident intermediate holding company
If the foreign parent company could be subject to significant tax in Japan and/or its home country if it directly holds the Japanese target company, an intermediate holding company in another country could be used to take advantage of benefits of tax treaties. However, interposing an intermediate holding company for the sole purpose of enjoying tax treaty benefits could be regarded as treaty shopping and application of the treaty could be disallowed. The Japanese government has recently been updating its tax treaties, and many now contain limitation on benefits (LOB) clauses.
Generally, there is no material difference in the tax treatment of a branch of a foreign corporation and a corporation organized under Japanese law. The methods for computing taxable income, tax-deductible provisions and reserves, limitations on allowable expenses (e.g. entertainment expenses and donations) and corporate income tax rates are the same for both a branch and a corporation.
The international taxation principle applied to foreign companies will be changed from the entire income principle to the attributable income principle. This is in line with Article 7 (Business Profits) of the Organisation for Economic Co-operation and Development (OECD) model tax treaty, as amended in 2010. The new rule will be applied to a foreign company for its fiscal years beginning on or after 1 April 2016.
A joint venture generally is either a Japanese corporation with joint venture partners holding shares in the Japanese corporation or a Nin-i Kumiai (NK, similar to a partnership) with joint venture partners holding interests in the NK. In Japan, an NK is not recognized as a separate taxable entity and the partners are liable for Japanese tax on the basis of their share of profits under an NK agreement and in accordance with their own Japanese tax status.
Choice of acquisition funding
Interest paid or accrued on debt, including an intercompany loan, generally is allowed as a deduction for the paying corporation, but there are exceptions, particularly in the case of an intercompany loan from a foreign shareholder or affiliate.
Deductibility of interest
The thin capitalization rule restricts the deductibility of interest payable by a Japanese subsidiary to its overseas controlling shareholders or affiliates. The safe harbor is the debt-to-equity ratio of 3:1. Where loans from the overseas controlling shareholders or affiliates cause the ratio to be exceeded, interest expenses calculated on the excess debt are treated as non-deductible expenses for Japanese corporation tax purposes.
Third-party debts, including the following, may also be subject to the thin capitalization rule:
back-to-back loans from overseas controlling shareholders through third parties
debts from a third party with a guarantee by overseas controlling shareholders
debts from a third party provided through bonds borrowed from overseas controlling shareholders as collateral for the debts.
In lieu of the 3:1 ratio, a company may use the debt-to-equity ratio of a comparable Japanese company where a higher ratio is available. A foreign company engaged in trade or business in Japan through its branch is also subject to the thin capitalization rule.
In addition, an earnings-stripping rule aims to prevent tax avoidance by limiting the deductibility of interest paid to related persons where it is disproportionate to income. Under the rule, where 'net interest payments to related persons' exceed 50 percent of 'adjusted taxable income', the excess interest expense is disallowed and can be carried forward for up to 7 years.
Interest paid to overseas shareholders or affiliates should also be reviewed from a transfer pricing perspective.
Withholding tax on debt and methods to reduce or eliminate it
Under Japanese tax law, the WHT rate on interest payable to a non-resident is 20 percent. A special reconstruction income tax is imposed on WHT at 2.1 percent from 2013 to 2037.
Reduced WHT rates are applicable under tax treaties. To obtain the reduction of Japanese WHT under a tax treaty, the recipient or their agent should submit an application form for relief from Japanese income tax to the competent authority's tax office through the payer corporation before the date of payment.
Checklist for debt funding
Consider whether interest should be treated as fully deductible from a thin capitalization perspective.
Consider whether interest should be treated as fully deductible from a transfer pricing perspective.
The use of bank debt may avoid thin capitalization and transfer pricing problems unless there are back-to-back arrangements or guarantees by a related party.
Consider whether the level of profits would enable tax relief for interest payments to be effective.
WHT of 20 percent (and the special reconstruction income tax imposed on WHT at 2.1 percent from 2013 to 2037) applies on interest payments to foreign entities unless a lower rate applies under the relevant tax treaty. For the application of a treaty rate, submitting an application form to the tax office is necessary before making the payment.
Dividends paid by an ordinary Japanese company are not deductible. Under domestic law, WHT is imposed on dividends paid by a Japanese company to its foreign shareholders at 20 percent. WHT on dividends from certain listed companies is reduced to 15 percent. Reduced tax rates are available under Japan's tax treaties — see the table of treaty withholding tax rates at the end of this report.
Bear in mind the special reconstruction income tax imposed on WHT at 2.1 percent from 2013 to 2037.
Japanese corporate tax law provides for a specific regime for corporate reorganizations, summarized in the next section.
Tax-qualified versus non-tax-qualified reorganizations
The corporate reorganization regime provides definitions of 'tax-qualified' and 'non-tax-qualified' reorganizations for the following transactions:
corporate division (spin-off and split-off)
contribution in kind
share-for-share-exchange (kabushiki-kokan) or share transfer (kabushiki-iten)
dividend in kind.
Under a tax-qualified reorganization, assets and liabilities are transferred at tax book value (i.e. recognition of gains/losses is deferred) for tax purposes, while under a non-tax-qualified reorganization, assets and liabilities are transferred at fair market value (i.e. capital gains/losses are realized) unless the merged and surviving companies have a 100 percent control relationship. Where a share-for-share-exchange or a share transfer is carried out as a non-tax-qualified reorganization, built-in gains/losses in assets held by the subsidiaries are crystallized, although assets and liabilities are not transferred and remain in the subsidiary unless the parent company and the subsidiaries (the subsidiaries for a share transfer) have a 100 percent control relationship.
The table below outlines the general conditions required for a tax-qualified reorganization with respect to mergers, corporate divisions and contributions in kind:
The conditions for a tax-qualified share-for-share exchange or share transfer are similar but slightly different since no business is transferred. For example, the condition in (2) (c) is not relevant; (2)(d) should be replaced by the expectation that approximately 80 percent or more of the employees in the subsidiary will continue working for the subsidiary; and (2) (e) should be replaced by the expectation that the subsidiary will continue to operate its own main business.
With respect to a dividend in kind distributed by a Japanese company, where all the shareholders are Japanese companies that have a 100 percent control relationship with the dividend-paying company at the time of the payment, the dividend in kind is treated as tax-qualified dividend in kind.
A triangular reorganization (a triangular merger, spin-off or share-for-share exchange) is available in Japan, whereby the shares of the parent company of the transferee company (including the company becoming the parent company of the transferred company in a share-for-share exchange) are transferred to shareholders of the transferor company (including the transferred company becoming a subsidiary in a share-for-share exchange) instead of shares in the transferee company. Under Japanese company law, although both the transferee company and the transferor company must be Japanese companies, the parent company of the transferee company in a triangular reorganization could be a foreign company. In connection with condition (a), where the shareholders of the transferor company receive only shares in the parent company of the transferee company in a triangular reorganization, condition (a) is satisfied, provided the parent company directly holds 100 percent of the shares of the transferee company.
Pre-reorganization losses
Under a tax-qualified merger, where certain conditions are met, pre-merger losses are transferred from the merged company to the surviving company. Otherwise (i.e. under a non-tax-qualified merger or other tax-qualified merger that does not satisfy certain conditions), such losses cannot be transferred.
As for pre-merger losses incurred in the surviving company, where the merger is tax-qualified, certain requirements must be met to use such losses against future profits after the reorganization. There are no such requirements for non-tax-qualified mergers. This rule also applies to pre-reorganization losses incurred in the transferee company in the cases of a corporate division and a contribution in kind.
There are a number of rules that restrict the use of built-in losses after a reorganization under certain circumstances.
Taxation of shareholders
When the shareholders receive shares in the transferee company only, or shares in the parent company of the transferee company (in triangular reorganizations) only, capital gains/losses from the transfer of the shares are deferred in principle. In the case of a merger or split-off, where the reorganization is non-tax-qualified, the shareholders of the transferor company recognize a deemed receipt of dividends.
Hybrid instruments are deemed to be either shares, which are treated as equity, or debt, which is subject to the accrual rules. The major types of instruments and their treatment for tax purposes are as follows:
Discounted securities
Generally, the issuer of discounted securities obtains a tax deduction for the discount accruing over the life of the securities, while the lender recognizes taxable income accruing over the life of the securities. However, the tax treatment of discounted securities could be different, and each case should be analyzed on its facts.
Deferred settlement
Earn-out arrangements that defer part of the consideration and link its payment to the performance of the acquired business are not uncommon in acquisitions. Generally, the seller recognizes gains as they are realized, but the tax treatment of such a deferred settlement varies case-by-case, and each case should be analyzed on its facts.
Concerns of the seller
The seller's concerns or preferences about how to structure the deal are affected by various factors, including the seller's tax position and whether it is an individual or corporation. For example, where the seller is a Japanese resident individual, capital gains from the sale of shares of a Japanese non-listed company are taxed at 20 percent (15 percent income tax and 5 percent inhabitant tax, plus 2.1 percent of special reconstruction income tax imposed on the income tax liability from 2013–37).
Where the Japanese non-listed company in which the Japanese individual holds shares sells assets and distributes the sale proceeds as a dividend to the shareholder, generally, the company is subject to corporate tax at approximately 33.06 percent on the gains from the sale of assets. The shareholder then is subject to income tax on dividend income distributed out of the company's after-tax profits at a maximum of approximately 55 percent. In this case, a Japanese individual seller may prefer a share deal to an asset deal. The position is not straightforward, and professional advice should be sought.
Group relief/consolidation
Consolidated tax return filing system
A group of companies may elect to file consolidated tax returns. A group is made up of a Japanese parent company and its 100 percent directly or indirectly owned Japanese subsidiaries. Non-Japanese companies are excluded from the consolidated group. To become a consolidated group, an election needs to be made to the tax office in advance. The tax consolidation system is applicable to national corporation tax only, and each company in a consolidated group is required to file local tax returns individually.
Consolidation allows for the effective offset of losses incurred by one company against profits of other companies in the same group. Consolidated tax losses can be carried forward and set off against future consolidated profits for up to 9 years. Current legislation extends the carry forward period to 10 years for losses incurred in fiscal years beginning on or after 1 April 2017, but Japan has proposed to delay the application of the extension to losses incurred in fiscal years beginning on or after 1 April 2018.
In principle, losses incurred by subsidiaries prior to joining the consolidated group expire on joining, but there are exceptions. Prior losses incurred by certain subsidiaries (e.g. a subsidiary held by the parent for over 5 years) may be utilized by the consolidated group up to the amount of post-consolidation income generated by the subsidiary.
At the time of joining a consolidated group, a subsidiary is required to revalue its assets to fair market value and recognize taxable gains or losses from the revaluation for tax purposes except in certain cases, including where the subsidiary has been held by the parent company for over 5 years.
Group taxation regime
The group taxation regime automatically applies to certain transactions carried out by Japanese companies belonging to a 100 percent group (i.e. a group of companies that have a direct or indirect 100 percent shareholding relationship), including a tax-consolidated group. In principle, the group taxation regime applies only to transactions between Japanese companies in a 100 percent group.
Capital gains/losses arising from a transfer of certain assets (e.g. fixed assets, securities, monetary receivables and deferred charges excluding those whose tax book value just before the transfer is less than JPY10 million) within a 100 percent group are deferred. The deferred capital gains/losses are realized by the transferor company, for example, where the transferee company transfers the assets to another person or where the transferor or transferee company leaves the 100 percent group.
Donations between companies in a 100 percent group are not taxable income for the recipient company and are a non-deductible expense for the company paying the donation.
Domestic dividends paid between companies in a 100 percent group are fully excluded from taxable income without deduction of associated interest expenses. In the case of dividends in kind paid in a 100 percent group, no capital gains/losses from the transfer of assets are recognized (tax-qualified dividend in kind).
In certain cases, including where a company repurchases its own shares from another company in a 100 percent group or where a company liquidates and distributes its assets to another company in a 100 percent group, the shareholder company does not recognize capital gains/losses on surrendering the shares. Tax losses of the liquidated company may be transferred to its shareholder company on liquidation.
Japan's domestic transfer pricing legislation aims to prevent tax avoidance by companies through transactions with their foreign related companies. Generally, the tax authorities require all intragroup transactions to be carried out in accordance with the arm's length principle.
Currently a list of documents that a taxpayer should be requested to disclose in the event of a tax audit is prescribed in the Finance Ministerial Order. By virtue of the 2016 tax reform, new documentation rules are expected to be introduced based on the OECD's final recommendations under its Action Plan on Base Erosion and Profit Shifting (BEPS).
Foreign investments of a local target company
Japan operates an anti-tax haven system whereby a Japanese company holding 10 percent or more of a specified foreign subsidiary can be subject to tax on a prorated portion of the income of the tax haven subsidiary. For this purpose, a specified foreign subsidiary is a foreign company owned more than 50 percent by Japanese-resident companies/individuals and paying tax at an effective rate below 20 percent: a tax haven subsidiary.
The anti-tax haven taxation does not apply where the tax haven subsidiary:
(i) is not primarily engaged in holding shares or bonds, licensing industrial rights or copyrights, or leasing vessels or aircraft (business purpose test)
(ii) maintains an office, store, factory or other fixed place of business necessary to conduct its business in the country where the head office of the subsidiary is located (substance test)
(iii) functions with its own administration, control and management in the country in which the head office of the subsidiary is located (administration and control test)
(iv) conducts its business mainly with unrelated parties (unrelated party test)
(v) conducts its business mainly in the country in which the head office of the subsidiary is located (country of location test).
A company conducting wholesale, banking, trust, securities, insurance, ocean transport or air transport business is required to meet the conditions (i) through (iv). A company conducting any other business must meet the conditions (i), (ii), (iii) and (v). Special rules apply to a tax haven subsidiary with regional headquarters functions when determining whether these conditions are met.
Even where a tax haven subsidiary satisfies these conditions, its Japanese shareholder company needs to report, as its taxable income, a proportionate share of the tax haven subsidiary's passive income (e.g. certain dividends, capital gains, royalties).
Comparison of asset and share purchases
Advantages of asset purchases
Goodwill may be recognized and amortized for tax purposes.
Fixed assets may be stepped-up and depreciated or amortized for tax purposes (except for land).
No previous liabilities of the target company are inherited.
Possible to acquire only part of a business.
Disadvantages of asset purchases
Capital gains, including those arising from goodwill, are taxable for the seller, so the price could be higher.
Real estate acquisition tax and registration tax are imposed.
Consumption tax (VAT) arises on certain asset transfers.
Benefit of any losses incurred by the target company remains with the seller.
Advantages of share purchases
Legal procedures and administration may be simpler, making this more attractive to the seller and thus reducing the price.