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Directors & Shareholder Claims: 3
Understanding the options – 5 tips
As discussed in previous posts, Boardroom and shareholder disputes arise for many reasons. When they do, it is important to understand the legal rights of all parties and the options available. The consequences of allowing things to drift and potentially get worse shouldn't be ignored. There are options which help make life easier.
If you are a minority shareholder in a company, what happens if you have a disagreement with the majority shareholder, or a group which has more control?
How do you solve the problem, or even avoid a dispute?
In the third of this series, here are five important tips:
1] Shareholder Agreements
The House of Lords in Russell v Northern Bank Developments Corp Ltd[i] emphasised the practical utility of Shareholder Agreements. These are used for a wide variety of purposes, adding significantly to the company's constitutional regime of Memorandum and Articles. This includes providing personal rights to minority shareholders who otherwise have no control over fundamental points. The minority shareholder's concerns would be more difficult to deal with unless specifically covered as an enforceable private contract between members.
These should be provided in the Shareholder Agreement, covering similar areas to partnership agreements.
The benefits include avoiding future misunderstandings and practical difficulties in running the business.
A Shareholder Agreement typically deals with issues such as:
restrictions on transferability of shares
lack of a market for sale of shares
establishing a purchaser
formulas for valuation and funding
pre-emption rights
compulsory transfer or option arrangements
protection of minority members by permitting a veto
preserving confidentiality
efficient transfer on death, disability, retirement
regulating management and involvement of investors
mechanisms for dealing with stalemate.
2] "Unfair Prejudice" Petition
Section 994 of the Companies Act 2006 permits a shareholder to petition the court on the basis that the shareholder's interests have been unfairly prejudiced in the conduct of the Company's affairs due to e.g. breach of:
the Articles of Association
the Shareholder Agreement
fiduciary duties by directors
exclusion of a minority from the running of the company in small "quasi-partnership" companies.
The Court has wide discretion to grant the relief it decides is appropriate. This is often an order that the aggrieved minority shareholder's shares are purchased for 'fair value'. This may include a premium on the actual value of the shares as recompense to the petitioner for any wrongdoing by the majority.
3] What is a 'derivative claim' – S.260 of the Companies Act 2006?
In certain circumstances a shareholder can ask the court to prevent action being taken by the Directors which is harmful to the company, or make a claim against the Directors for any loss suffered by the company as a result of their action. The claim must be made by the shareholder on behalf of the company. The shareholder's right to bring a claim "derives from" the company. This is a claim made in a "representative capacity" by the individual shareholder, not on the shareholder's own behalf. It is the company which is suffering the harm. The damage to the company may also harm the shareholder indirectly, e.g. if there is a reduction in profits or other damage suffered.
Derivative claims are relatively unusual because although it is the member who issues the court proceedings as claimant to launch the action, the court must give permission for the claim to continue to trial. A number of tests have to be satisfied before the court will give permission.
The shareholder runs a risk on costs and at least initially has to fund the claim themselves. It is possible to obtain an order that the company indemnify the member, although they may obtain no immediate benefit themselves by launching the court case. However, if the claim succeeds, the company will have been protected. Ultimately, that should benefit the shareholder because it protects their investment in the company.
4] What is a claim under S.122(g) of the Insolvency Act 1996?
Any shareholder may apply to have a company wound up on "just and equitable grounds" including in quasi-partnerships, involving the shareholder's right to manage the company – Ebrahimi v Westbourne Galleries Ltd[ii]. The sole remedy here of winding up is draconian, available only in specific circumstances. This is the "nuclear option" in shareholder disputes – the aggrieved shareholder petitions the court for a winding up order to terminate the company.
Usually the shareholders' differences have become irreconcilable and a 'commercial divorce' is the only way to move forward. When a company is wound up, if there is anything left after paying the creditors and the liquidator the proceeds are divided amongst the shareholders.
Not every aggrieved shareholder will be able to justify a winding up petition to the court. There must be compelling reasons showing that the company can no longer continue. The aggrieved shareholder has to prove there will be a concrete benefit in making a winding up order. If there is some alternative remedy, which would allow the company to continue, the court may refuse to make the order.
A typical scenario where a winding up may be justified is where there is deadlock or stalemate between two or more shareholders in a quasi-partnership company which can't be resolved. Where there is an aggrieved minority shareholder, experience shows that the majority shareholder will seek to dispute:
the complaints by the minority that there was any "quasi-partnership" in the first place
the circumstances of any alleged unfairly prejudicial conduct
the alleged value of the business
the aggrieved minority shareholder's share
5] Finally
The sooner informed negotiations start, the more likely it is that a private business will survive a shareholder dispute. A comprehensive Shareholder Agreement can help to preserve operations and resolve matters quickly.
Expert legal advice early on could keep the process out of prolonged, expensive and destructive litigation. This is by providing the facts, insight and information to allow all parties to make informed decisions quickly. This would ultimately be to the benefit of the company as a whole and the shareholders individually.
For further information regarding minority shareholder / business disputes and unfair prejudice petitions contact jpsykes23@outlook.com
[i] [1992] 1 WLR 588
[ii] [1972] 2 All ER 492
Unfair Prejudice & Drag Along
Minority Shareholder wins Quasi Partnership claim
8 Ways to avoid a Business Dispute
Are you a Shadow or de facto director?
Service of a Claim Form on a Director
WHEN DIRECTORS FALL OUT
Posted on June 21, 2016 July 27, 2020 by J Paul Sykes Posted in Directors & Shareholders, Legal Comment, Litigation, Uncategorized, Unfair Prejudice	Tagged business, Companies Act, company, Director, Directors, dispute, resolution, Shareholder, Shareholders Agreement, unfair prejudice	Leave a comment
Resolving Boardroom Conflict – 5 More Tips
Disputes between shareholders of private companies are often emotional and can be as complicated as a personal divorce. The disruption to any business can be extremely damaging. Knowing what remedies are available to resolve matters quickly could be the key to survival.
What if the majority is taking unfair advantage of you?
What if you suspect co-shareholders are stealing from the company?
In the second of a series, here are five further important pointers to be aware of:
1/ Protecting the Minority
There is a common misconception that the complex laws and regulations relating to companies should achieve a just and fair relationship between a minority shareholder and the majority. However, there is very little law which protects the minority, unless the parties have agreed beforehand.
Differences between shareholders don't always arise because of power struggles or personal animosity. Frequently, disputes are down to differences in approach where one party wants to retire or withdraw their investment. Disagreements may centre on
valuation issues
the direction of the company
The public courts are unlikely to be the ideal venue for resolving shareholder disputes. Proceedings are in the public domain and the procedure can be expensive and slow.
Particularly where private companies are concerned, there are effective alternatives, including: negotiation, mediation and arbitration.
2/ Shareholder Agreement
An effective way to address potential problems before they arise is a Shareholder Agreement. This sets out ground rules for the shareholders in given circumstances. Many potential and predictable problems can be addressed in advance in a Shareholder Agreement. This leaves the shareholders to concentrate on managing the business, rather than a future internal dispute.
Amongst other things, the agreement can cover:
management responsibilities
non-competition restrictions
bonus and remuneration formulae
approval/decision process for major corporate decisions
buy/sell provision – e.g. a "shotgun clause" to force a transaction
how a shareholder can realise his or her investment in the company
whether to impose any restrictions on selling shares
criteria on valuing the shareholding
exit provisions – timetable for sale
appointment of an independent third party to value the shares
a detailed dispute resolution framework
3/ What is an "Unfair Prejudice" claim?
The majority shareholders are in a powerful position, even where there is a Shareholder Agreement. However, the court will protect the position of minority shareholders from being abused in certain circumstances.
Section 994 of the Companies Act 2006 allows a shareholder to apply to the Court for an order declaring that the affairs of the company are being conducted in a manner unfairly prejudicial to the minority shareholder's interests. If the court agrees, it will usually order that the shares of the minority shareholder are bought for fair value. However, the Court has a very wide discretion as to what it can order, including:
purchase of the shares of any members of the company by other members or by the company itself and, in the case of the purchase by the company itself, the reduction of the company's capital accordingly
conduct of the company's affairs in the future
company to refrain from doing or continuing an act complained about, or to do an act about which the petitioner has complained that it has omitted to do
civil proceedings to be brought in the name and on behalf of the company by such persons and on such terms as the court may direct
company not to make any, or any specified, alterations in its articles without the court's permission
4/ When might a court find "unfair prejudice"?
Where a minority shareholder believes that the company is being run in a way which is unfairly prejudicial to some of the shareholders, the aggrieved shareholder can make an application to the Companies Court for a remedy. Unfairly prejudicial conduct may include for example:
majority shareholders paying themselves excess remuneration
majority shareholders failing to pay dividends
breach of duty by diverting business to majority shareholders or their connected companies
directors selling or buying assets at an unfair price
failing to pay declared dividends
undertaking activities which are not permitted under the company's Articles
doing something which might result in the company's insolvency
failure to follow company law or proper procedure on meetings.
failure to issue annual accounts
5/ "Quasi-Partnership"
In small to medium sized private companies, the court might be persuaded that a "quasi-partnership" exists. The aggrieved party may complain that there is a breach of their 'legitimate expectations' about what the company was set up to do, and how it would be run. E.g.
it was agreed, or a common intention is proved:
the company would carry on a particular business
all would be entitled to an equal say in how the company is managed
a mutual expectation of continued employment
the directors would be fair when deciding on the salaries to be paid, the amounts to be kept in the company to fund growth, and the dividends to be paid out
If the court decides that a quasi-partnership exists, termination of that arrangement or unfair prejudice to the minority may result in the majority being obliged to buy out the shares of the aggrieved minority shareholder. If the majority acts in breach of such
"legitimate expectations"
the court may intervene.
Where an aggrieved shareholder has cause for complaint, urgent action is required. The court may refuse to interfere if a minority shareholder let the matter slide. The court will treat this as acceptance of the action taken by the majority:
"delay defeats equity".
The court will consider all of the background circumstances on an application, including the minority shareholder's own conduct.
These applications are rarely straightforward and are often settled by negotiation before the court is asked to make a final decision. Quite often, one or more of the shareholders leave with a package.
Posted on June 15, 2016 July 27, 2020 by J Paul Sykes Posted in Directors & Shareholders, Legal Comment, Litigation, Uncategorized, Unfair Prejudice	Tagged business, Companies Act, company, contract, court, Director, Directors, dispute, mediation, resolution, Shareholder, Shareholders Agreement	Leave a comment
How to break the deadlock – 8 tips
Boardroom and shareholder disputes can arise for many reasons. When they do, it's important to understand the legal rights of all parties and the options available as well as the consequences of allowing things to get worse. However, there are some options which can make life easier:
In the first of a series, here are seven important pointers to be aware of:
1/ Minimal Influence
In company law, a minority shareholder (anyone with 49% or less) has minimal influence over the management of the company or the distribution of its profits. The standard constitution of a company and rules under the Companies Act give little protection to a minority shareholder.
Differences can and do arise as the business evolves and personal circumstances change:
there may be differences on strategy or the direction of the company
power struggles and poor personal relationships may develop
shareholders may wish to retire or disagreements occur on service contracts and remuneration.
There are ways in which the minority shareholder's interests can be protected, either by agreement with the other shareholders or as a last resort by taking action through the courts. It is easy for entrepreneurs to preference the initial brokering of a deal, and getting the new business up and running, over longer term, but equally important considerations. But it's always advisable to consider these scenarios at the beginning.
2/ Shareholder Agreements
A shareholder agreement is a must for a private company, especially where there are a relatively small number of shareholders who also manage the business. These don't always arrive without (you) the minority shareholder/s pressing for one. You need to proactively pursue this as part of the start up, or failing that, you should put it at the top of the agenda. In a Shareholder Agreement, the majority shareholder usually gives up some rights to the minority.
The process of preparing the Agreement helps shareholders address points which could become potential problems. This encourages the key players to work through the issues early, when everyone is positive and communications are still good.
It's much more straightforward and economic to deal with this as part of the start up, rather than risk the expense and uncertainty of going to court later. All concerned will know where they stand where there is a Shareholder Agreements. It reduces the risk of conflicts arising or getting out of hand.
An existing businesses can certainly set up a Shareholder Agreement at whatever stage in its evolution, for example when one of the main shareholders is considering retiring or their circumstances have changed.
It is also worth remembering that a Shareholder Agreement
is confidential
doesn't have to be filed at Companies House
sits behind the company's public face
is a private document between the shareholders.
3/ Points to Cover
A Shareholder Agreement can go a long way to ensuring disputes are avoided or at least, provide the mechanism that allows them to be settled quickly. An agreement identifies shareholders' specific responsibilities and outlines how and where disputes are to be resolved. For example, it can specify forced buy/sell provisions during a dispute and even include a formula or other means to determine the transaction price.
key objectives
financing and borrowing
dividends, directors' fees and salaries / profit distribution
controls on the appointment of Directors
major expenditure
exit mechanisms – for shareholder deaths, misconduct, divorce, incapacity, etc.
fair valuation process for transfer of shares
succession arrangements – insurance of key persons
The Shareholder Agreement gives minority shareholders a say in the business and some security. Without one, the minority would have little impact on decisions regarding the company and protecting their interests.
4/ How to enforce my rights as a shareholder?
Negotiation is the key, this should be explored first, rather than threatening legal action. However it is important to know your legal rights, and the provisions of the Company constitution.
How do these apply to your position and the other interested parties?
It may be necessary for you to obtain details or documents as part of the process, which the company is reluctant to provide.
Take legal advice early on as to the pros and cons, the likely outcome, and the likely timescales and costs
Even where proceedings are issued, frequently a solution is reached through negotiation. This is usually much quicker and cheaper than having a decision imposed by the court. However, it may be necessary to exercise leverage by relying on your strict legal rights to achieve any progress.
5/ Solutions
There are various options, including:
proposing a resolution at a general meeting which redresses the situation
complaining to the police of any criminal acts
asking the board of directors to take action in the company's name against an individual director (because the shareholders can't sue in the company's name)
using a mediation service to settle a dispute.
6/ Mediation
A mediator will be someone who is experienced in this area of law. If agreement is reached with the help of the mediator, the compromise can be recorded in a legally binding document which can be enforced in the court, if one of the parties breaks it. The advantages of mediation include its relative cheapness compared to going to court, privacy (there is no public record) and speed.
If it isn't desirable or possible to achieve an accommodation where the aggrieved shareholder stays in the company, other solutions include:
the other shareholders buy out the aggrieved shareholder at a fair price
the company buys back the aggrieved shareholder's shares at a fair price
Make a reasonable offer to the aggrieved shareholder.
7/ Further Options
Where the Company refuses to cooperate, further options include:
applying to the court for an order that the company is acting or has acted unfairly (an "unfair prejudice" action under s.994 Companies Act 2006)
applying to the courts for the company to be wound up under s.122 of the Insolvency Act 1996
suing the directors for negligence by means of a Derivative Action under s.260 of the Companies Act 2006:
The courts encourage settlement of all disputes, including shareholder disputes. Where the majority has made a reasonable offer to the aggrieved minority shareholder to buy them out on reasonable terms, it is unlikely that the majority will have acted 'unfairly'. Then it wouldn't be 'just and equitable' to wind the company up. It is essential to take advice on the terms of any offer you make.
If you offer to go to mediation or alternative dispute resolution, you are also unlikely to have acted unfairly. However if the company is in financial difficulties a creditor may issue a petition under S.122 of the Insolvency Act, irrespective of the shareholders' wishes.
8/ Finally
Where the Court decides that a minority shareholder has been oppressed or unfairly prejudiced and the appropriate remedy is for the majority buy the minority shares, this is often done at a "fair value" i.e. fair market value, without deduction for a minority discount.
Where the majority gives an undertaking to buy the shares of the aggrieved minority at fair value, usually the court will adjourn the unfair prejudice petition. However, the fundamental battle ground is frequently
the basis of the business valuation
the underlying assumptions
the data and criteria on which it is based.
The valuation of a private company is an area of potential significant difference between the parties. These can be quite complex disputes, but qualified and experienced legal advisors and valuation experts hired early in the process will help you through this potentially sensitive and difficult area.
Posted on June 14, 2016 July 27, 2020 by J Paul Sykes Posted in Directors & Shareholders, Legal Comment, Litigation, Uncategorized	Tagged business, Companies Act, company, Director, dispute, litigation, Shareholder, Shareholders Agreement, unfair prejudice, will	Leave a comment
Santa's Lawyer: World Exclusive
Unauthorised Interview!
CAUTION: Broad minded, consenting adult's supervision required:
Spoiler Alert Especially "next to last " Q&As
In the run-up to Christmas, everyone knows Father Christmas and his elves are extra busy, but we managed to track down one of the unsung heroes of Santa's Kingdom
*Father Christmas's Lawyer*
We asked him, or her (because of the extreme sensitivity of the position, we were asked to keep the lawyer's identity confidential!) to fill us in on a few secrets.
Here is the exclusive and previously unseen, unheard and unheralded low down on crucial legal issues that Father Christmas currently faces!
What if Father Christmas was breathalysed?
Mommy Kissing Santa Claus
international criminal racket
Rotund sedentary image
Working Time Directives
In re: The Legality and Authenticity of Santa Claus
THE TRANSCRIPT
Q1: In times of increasing regulation and potential litigation, how do you defend Father Christmas – He faces accusations of setting a bad example, putting his life and the lives of others at risk through breaches of health and safety laws?
A1: Well, thank you for asking me and showing such an interest. This is a big thrill for me, I love my work, being Father Christmas's lawyer, and answering all the questions that everyone has around the world at this special time.
Q2: Landing a sleigh on the roofs of houses and climbing down chimneys to deliver sack-loads of questionable gifts – is that a good example for Santa Claus to set for children everywhere?
A2: But it's not just at Christmas time – this is a 365 day a year operation in the law offices at Santa's Grotto back home. Of course we have 24/7 remote access for Father Christmas whenever he might need any legal advice or counsel. But the thing is, Father Christmas never really needs any advice because, well he's omnipotent. And omniscient. He's all knowing. He knows everything – I'm not saying he's a "know all", he's just great to work for!
Q3: You haven't really answered any of my questions – these are serious issues and Father Christmas has to come clean.
A3: I'm sorry, it really is appreciated and what a great first question. It's certainly a pleasure to be here, and may I say a big "Happy Christmas!" to you and all your subscribers!
Q4: There is a growing charge sheet: Santa Claus is accused of promoting drunk driving, speeding, breach of the Highway Code, reckless endangerment by flying livestock without a permit and climbing down chimneys.
A4: I want to pick you up on some conflation in your questions. You are talking about Father Christmas and Santa Cluas interchangeably, as though they were one and the same, and that there is only one of them. And that he (or she) exists. So am I in fact – that's great! Now that might be your perception, and the presumption behind your question. I'm happy to go along with that. But no warranty is intended or to be implied, you must rely on your own searches or enquiries. No liability is accepted, and the usual exceptions and limitations apply (see rider).
Q5: Are you saying that there is a turf war going on – the public have a right to know?
A5: Well I appreciate the insight, and I know how much you love a scoop! Having said that, I have to be mindful not to disclose any details of any historic confidential settlement of any joint venture, or ventures, existing or not, known or unknown, all names rights, territorial and exclusivity protocols between the various jurisdictions and entities. I hope you understand.
Q6: He flagrantly refuses to wear a seatbelt or crash helmet!
A6: But as you well know, Father Christmas has magical powers. He's been doing this for centuries. He's very expert, and he does what he does – you know?
Q7: OK, I can see you aren't going to be drawn, but what about some specifics? What about, say the Work at Height Regulations 2005? Isn't Father Christmas in contempt of Parliament and of RoSPA?
A7: I'm so glad you asked me that. You know, it isn't reasonably practical for him to avoid working at heights. The defence of necessity is an obvious response, but Santa adopts best practice and a safe system of work. This is regularly checked, updated and monitored. The sleigh has protective rails to prevent a fall. A descent mitigation system operates so that in the unlikely event Father Christmas has an accident, he is protected. Plus, he can fly.
Q8: What about occupier's liability – isn't it an imposition that people visited by Father Christmas, maybe on an unsolicited basis have obligations thrust on them without consent? Shouldn't they be worried that Father Christmas could sue them?
A8: Householders have duties to all visitors, to take reasonable steps to make sure that the area is safe and in particular that Santa and the reindeer are not injured, or the sleigh damaged. Your roof needs to be in good repair and the chimney mustn't pose a risk of injury. However, if you don't have a roof or chimney, or the roof is in disrepair, or your chimney is blocked, or ablaze, don't worry; this will all have been subject to rigorous hazard analysis ahead of time. Father Christmas knows all about your home and its environs. This is just basic for him. No, that's not creepy.
Q9: But a question all children want answering – how does Father Christmas get in?
A9: Father Christmas can get past even the most challenging obstacles. Obviously I am not at liberty to disclose how exactly, but Father Christmas makes sure that all the good little boys and girls get their presents. Some grown-ups just stay awake to let him in on Christmas Eve. Others assume he gets in through a door, a window or even an air vent. As a last resort Father Christmas uses his magic key, but I guess you knew that already?
Q10: What if Father Christmas was breathalysed? Anecdotal evidence suggests he takes an alcoholic drink at almost every other house – doesn't this make him unsafe on the roads and in the air. Couldn't he be arrested and banned? A10: We are well aware of our duties and responsibilities, for example for every pilot the limit is 20 milligrams per 100 millilitres of blood. In England and Wales for drivers it's s 80 milligrammes of alcohol per 100 millilitres of blood, 35 microgrammes per 100 millilitres of breath or 107 milligrammes per 100 millilitres of urine.
Q11; You seem to be over- familiar with that, which isn't reassuring. Does Father Christmas have an on-board breathalyser?
A11: The average human could be over the limit after a wee dram of whisky, tot of rum or snifter of port. Even too much brandy butter on a mince pie is risky for pilots. But it should go without saying that Father Christmas is an exception.
Q12: Are you saying he is a substance abuser?
A12: I can't disclose personal medical details, but your question makes a lot of assumptions; who's to say that Father Christmas's blood stream is the same as ordinary mortals? At this time of year it could be running on 100% undiluted sweet sherry – I couldn't possibly comment. But you just have to ponder the prejudices and assumptions underlying your questions to reveal their underlying fallacy.
Remember everyone, Father Christmas supports responsible drinking for all the good people out there, fundamentally though, he embodies the "Spirit of Christmas."
Q13: Aren't you just an apologist for an international criminal racket? Santa flouts Regulations against importing merchandise or animals without permits. Shouldn't Santa and his reindeer be arrested, kept in quarantine or even destroyed? Santa's sacks of toys would also be confiscated as he circumvents customs and imports them illegally, and let's not get started about the serial Data Protection offences.
A13: I think you are over reacting. Don't forget, Father Christmas is a supernatural being, transcending cultural, theistic, legal and international norms. His actual whereabouts (intended plural) at any given time are an undisclosed secret. Although there are various authorised outposts including in Lap Land and the North Pole, Santa's Kingdom is protected by International Reciprocal Treaties.
Q14: Isn't it time that an International Arrest Warrant was issued against the fugitive, Father Christmas?
A14: Father Christmas has never been arrested or tried. He would have to be arraigned before a court of his peers. I doubt Jack Frost, Mother Nature, Neptune, the East Wind and the Green Man are ever going to agree to give these defamatory accusations any legitimacy. On a procedural basis, however, the unique off shore nature of Santa's business centres provides no address for legal service of any proceedings. No applications for alternative service against Santa have ever been upheld. In any event, Santa obviously has a magic hour glass so that any proceedings would effectively be, or be construed as being out of time.
Q15: It has been rumoured that Rudolph is taking legal advice on a number of claims – exploitation, equitable accounting; breach of copyright, unauthorised image use and failure to pay Royalties on merchandising. How do you respond?
A15: I speak entirely hypothetically, because I am not going to breach client confidentiality or privilege. Firstly, I can neither confirm nor deny that Rudolph is a red nosed reindeer, known to my client. Secondly, we rely on universal legal principles, recently reaffirmed in the UK, that an animal has no legal personality, and cannot bring any action.
Q 16: Really, isn't that anti-equality?
A 16: Absolutely not. Mr Justice Snowden in November this year in the Chancery Division of the High Court dismissed a claim for damages brought by two dogs. Amongst other things, this was on the basis that CPR Part 2.3 (1) defines "Claimant" as a person who makes a claim, and a dog is not a person. How could a dog, or a reindeer give instructions to bring any legal proceedings, let alone sign a certificate of truth, give an undertaking, pay court fees, give security for costs, or comply with an order of the court?
Q17: But what if Father Christmas was sued, say by the Elves for breach of Working Time Directives?
A17: The elves would never sue Santa, he is their spiritual Father, and they love him, even when he's feeling grumpy. All insinuations are denied and Santa's Workshop adopts a progressive full participation, grant aided Share Ownership scheme and cooperative partnering philosophy. So the Elves own the business.
Q18: What about Father Christmas's personal liability for all of the risks that he runs?
A18: There are unresolved questions, which I'm not going to comment on here regarding the existence or otherwise of any relevant Declarations of Trust, Corporate Constitutions and business matrix. Whether Father Christmas is a sole trader, a partner (whether with Mrs Claus or otherwise as an LLP Member), an employee, director, shadow director from 26 May 2015 under the Small Business, Enterprise and Employment Act 2015 so that the general duties of directors under sections 170-177 of the Companies Act 2006 apply, or a Registered or Unregistered charity, Unincorporated Charitable Association, Community Interest Company, Club, Credit Union or unregulated spiritual being is best left for others to ponder. But if you sue him, I can assure you the outcome is assured – your ass is grass!
Q19: There are unconfirmed reports of an Anti-Trust, Monopoly and Cartel busting consortium being launched with backing from The Grinch and Scrooge Enterprises. They are petitioning in the United States for interventions under the Racketeer Influenced & Corrupt Organizations Act (RICO). What's your reaction?
A19: Any jurisdiction, liability, locus standi, causation, quantum and limitation would be denied. Preliminary issues include whether any claim was against Father Christmas or Santa Claus, or Santa's Grotto. Fundamental issues of fact and law, not to say theology, natural laws and physics would need to be explored and proved. You shouldn't overlook the fact that if he exists, he will undoubtedly have diplomatic immunity, as will all his manifestations, subsidiaries, servants, agents and employees. All are Envoys of the Winter Wonderland and Santa's Grotto which are non-justiciable and impervious to any such moves by the misguided entities you mention.
Q20: What if Wizzard or Slade, and Mud and a vast number of other British groups from the 70's and other less eclectic decades (from a popular music perspective) all brought a Class Action for passing off against Father Christmas and an account of profits? Might he go bankrupt?
A20: I think it more likely that he has a theoretical claim against them. Moreover, even if there was any claim, it would be very difficult to empanel a jury or identify an impartial Judge who wouldn't recuse themselves for either being on or off the Nice List.
Q21: How do you respond to critics like Dr Nathan Grills of Australia's Monash University who says Santa's "rotund sedentary image" has had the effect of making "obesity synonymous with cheerfulness and joviality" around the world?
A21: Father Christmas is certainly a role model for his unfailing generosity, devotion to duty, get up and go and can do attitude. It is worth noting that the European Court of Justice has this December again ruled that obesity can be classed as a disability, so employers and individuals alike are best advised to avoid discriminatory behaviour.
Q22: Father Christmas has a reputation for being popular with the ladies; but what when it goes further? Witnesses report seeing Mommy Kissing Santa Claus, under the mistletoe, tickling Santa under his beard. Won't this be traumatic for the children – would Daddy be able to sue Santa Claus for intermeddling in marital harmony?
A23: Well this is a horny old chestnut isn't it? It's true that Santa does have to have his wits about him, if he is to avoid being propositioned by the over-amorous. He has 20 million households to service in the UK alone. Santa has regular situational and observational training a la Jason Bourne and the Sioux, equipping him to handle anything that might arise, whether he's being asked to fill his boots or empty his bulging sack, or otherwise importuned when about his lawful business.
Q24: There must be a putative claim to come out of the closet?
A24: It is highly doubtful that there could be any legal claim, even in theory: most jurisdictions have eliminated the tort of "alienation of affection" as a matter of public policy, either by statute or court opinion. Even where the tort survives in theory, "eulogistic commendation of the res vendita", has only ever made Father Christmas more committed to ensuring satisfaction guaranteed.
Q25: What do you say to people who say Santa Claus doesn't exist – how do you prove he does?
A25: There have been few legal cases on the subject, not surprisingly, because of the difficulty for example of conflict of laws, cross border and jurisdictional issues, identification evidence and other jurisprudential matters. How are you going to serve Santa Clause with any proceedings, or prove service, not least if you assert his non-existence?
Q 25: Your having a giraffe, right?
A25: Nevertheless – No. There have been some interesting cases. One that was before my time and which I call to your attention, which I don't necessarily rely on as setting a precedent or having any basis in reality, but which you may nevertheless think might be of at least persuasive authority: Judge Michael Musmanno of Allegheny County, Court of Quarter Sessions of Pennsylvania in 1936 reportedly opined
"….Santa Claus is a reality recognizable by the law and he will be protected in this court against all aspersions and insinuations to the contrary…. Santa Claus is the symbol of amiable kindness; he is the token of smiling charity he is the badge of all that is cheerfully benevolent in the make-up of man. The best judge is he who walks with Santa Claus."
On weighing all the evidence in the case, which was made up of the testimony of the season, the attestations of the human heart, and the exhibits presented by Mother Nature, the Judge declared:
"… after listening to the rosy-cheeked laughter of the December winds laden with the glittering snow, each flake a pattern of beauty and harmony, we conclude and find that Santa Claus is a reality. We find further that without him life would be dull and cheerless, and that with him the heart is merry and the spirit gay, as life should be…."
Q26: So you quoted that from memory, but there must be dissenting opinions!?
A26: Yes we learn it by heart at Santa Law School. Who could disagree with that judgement? By the way, before answering, and the last thing I want to do is to influence your reporting in any way: you are aware that I am Santa's
Appointed Representative Solicitor Extraodinaire
I enjoy his full authority in this and all jurisdictions. Accordingly he relies on me to make preliminary recommendations on everyone, boys and girls, and grown ups viz a viz their "Yuletide Expectation Present Status" (YEPS). This is colloquially known as the Good List / Naughty List.
Father Christmas knows if you have been bad or good!
Ho Ho Ho! Merry Christmas to One and ALL!
Under Licence
(As revealed in conversation)
Posted on December 6, 2015 December 22, 2015 by J Paul Sykes Posted in Legal Comment, Legal Laughs, Uncategorized	Tagged Companies Act, Director, Father Christmas, Lawyer, Naughty List, RICO, Santa Claus, Snta's Grotto, Working Time Directives	Leave a comment
Shareholder and Boardroom Disputes: Tips (2)
In the second in a series of articles, read my piece in the link below on:
Minority Shareholders
Boardroom Disputes
Unfair Prejudice claims
Posted on October 22, 2015 July 27, 2020 by J Paul Sykes Posted in Directors & Shareholders, Legal Comment, Litigation, Unfair Prejudice	Tagged business, Companies Act, Director, dispute, Shareholder, Shareholders Agreement, unfair prejudice	Leave a comment
My analysis on Court of Appeal decision in Re Charterhouse Capital Limited; Arbuthnott v Bonnyman [2015] EWCA Civ 536 :
http://www.luptonfawcett.com/blog/unfair-prejudice-and-drag-along/
Posted on October 2, 2015 October 2, 2015 by J Paul Sykes Posted in Directors & Shareholders, Legal Comment, Litigation, Unfair Prejudice	Tagged appeal, Commercial Litigation, Companies Act, Court of Appeal, Director, drag along, unfair prejudice, valuation, winding up petition	Leave a comment
Latest Court of Appeal Guidance
The Court of Appeal has provided guidance for deciding whether someone is a Shadow or de facto director: Smithton Ltd (formerly Hobart Capital Markets Ltd) v Naggar[i]
Under the Companies Act 2006, all duties owed by a director can apply to former directors, de facto directors and "shadow directors". It is axiomatic that creditors or liquidators will look for someone to sue when a company collapses. Given the various extensions in directors' duties and liabilities, and widening of the class of persons covered, questions arise e.g. regarding the majority shareholder's vulnerability, and that of other parties including directors of companies that are directors of a subsidiary.
De jure Director: A director at Law, registered at Companies House
De facto Director: A director in Fact, although not formally appointed, but who behaves as and is taken by the company and other directors to behave as a director
Shadow Director: "in accordance with whose directions or instructions the Board is accustomed to act", not being a professional adviser retained to advise "real influence over the majority of board members"; [ii]
Group Directors, Private funders and possibly venture capitalists could fall in to the trap of becoming "shadow directors". What would happen to them on insolvency? This is tempered by such funders commonly requiring a directorship. Following Deverell,[iii] per Morritt J., a "nod and a wink" can amount to an "instruction". A management consultant,[iv] a parent company,[v] and a "stakeholder"[vi] have all been held to be shadow directors. A bank could be a shadow director for example.
The Court of Appeal has upheld the decision of trial judge Rose J that the Defendant Guy Naggar, was not a de facto director or shadow director of Smithton Ltd, (formerly Hobart Capital Markets Ltd). Mr Naggar was a director of Hobart's former holding company Dawnay Day, which operated under a joint venture agreement. Hobart entered into numerous transactions with clients introduced by Mr Naggar. Following the collapse of Dawnay Day, Hobart suffered losses around £4 million. Hobart sued Mr Naggar, seeking to recoup its losses claimingng an indemnity from him, contending that while he was not a duly appointed director of Hobart, he was a de facto or shadow director of Hobart and had acted in breach of his duties owed to Hobart.
The evidence suggested that Mr Nagar was acting as chairman of Dawnay Day, Hobart's parent company.
There was nothing that went beyond the involvement normally expected of someone combining the roles of major client and chairman of the majority shareholder.
There was no evidence that Hobart's board were accustomed to complying with Mr Naggar's instructions.
There was no basis for setting aside the judge's conclusion that Mr Naggar had been involved with Hobart's affairs other than in his capacity as a director of Dawnay Day or some other capacity than that of director of Hobart.
The judgment of Arden LJ (Elias, Tomlinson LJJ concurring) included points of general principle, applying and reaffirming the leading case of Revenue and Customs Commissioners v Holland[vii]
There is no one definitive test whether a person was a de facto director, the question is whether he was part of the corporate governance system of the company and whether he assumed the status and function of a director so as to make himself responsible as if he were a director.
Someone could be a de facto director even where there was no invalid appointment. The question was whether he had assumed responsibility to act as a director, and in what capacity he was acting.
The court had to examine what the director actually did and not any job title.
The court would need to consider the corporate governance structure of the company so as to decide in relation to the company's business whether the individual's acts were directorial in nature.
The court should look at the cumulative effect of the activities relied on and should look at all the circumstances in the round.
Whether an individual acted as a director is decided objectively and irrespective of their motivation or belief. A defendant did not avoid liability if he showed that he in good faith thought he was not acting as a director.
Even a single directorial act could lead to liability in an exceptional case
It was also important to look at the acts in their context. Relevant factors included whether
the company considered him to be a director and held him out as such
third parties considered that he was a director
a person was consulted about directorial decisions or his approval did not in general make him a director because he was not making the decision
Acts outside the period when he was said to have been a de facto director might throw light on whether he was a de facto director in the relevant period.
An individual can be both a shadow director and a de facto director at the same time, and there can be overlap.
A de facto or shadow director's role doesn't have to cover all the company's activities.
Whether a person was a de facto or shadow director is a question of fact and degree.
Where someone is a director of a holding company which is its subsidiary's corporate director, provided that what that individual does is wholly within the ambit of his duties and responsibilities as a director of the corporate director/holding company, his acts would not make him a de facto director of that subsidiary (as in the instant case).
Groups of companies, directors (and those who may fall within the definition of de facto or shadow director of a holding company) should consider whether the directors of the parent company are an integral part of the subsidiary's corporate governance and would be exposed to being deemed either de facto or shadow directors, or both.
This case helpfully applies the general principles and puts them in context.
[i] [2014] EWCA Civ 939
[ii] 251(1) of the Companies Act 2006
[iii] Deverell [2001] Ch. 340 CA (Civ Div
[iv] Tasiban Ltd (No.3), Re [1991] B.C.C. 435; [1991] B.C.L.C. 792 Ch D.
[v] Hydrodam (Corby) Ltd, Re [1994] B.C.C. 161; [1994] 2 B.C.L.C. 180 Ch D
[vi] Deverell [2001] Ch. 340 CA (Civ Div).
[vii] [2010] 1 WLR 2793
Posted on August 26, 2014 August 29, 2014 by J Paul Sykes Posted in Directors & Shareholders, Legal Comment, Litigation	Tagged Chairman, Companies Act, corporate, Court of Appeal, Director, shadow director, subsidiary	1 Comment
BREAKING THE DEADLOCK
Managing Director exceeded his powers
Smith –v- Butler [2012] EWCA Civ 314
The Court of Appeal Civil Division on 15 March 2012 decided that the Managing Director had exceeded his authority in taking action against the Company Chairman by suspending him and excluding him from the premises.
The Managing Director, Mr Butler was the minority shareholder. The only other shareholder was Mr Smith who held the majority and was Company Chairman. Both were Directors and the Board was completed by a third, the Group Finance Director. There was no Shareholders Agreement.
Mr Smith was intending to appoint a Chief Executive Officer to the Board and there were cross allegations between the shareholders of financial impropriety. The two other Directors then suspended Mr Smith, requiring him to leave the company premises and he was excluded from the business.
HHJ Behrens sitting at the Chancery Division, Leeds District Registry held that this was in breach of the Articles of Association which required a quorum of two Directors, one of whom had to be Mr Smith. A quorum of two was also required for Shareholder meetings. Mr Smith had attempted to call a Shareholders meeting. However there was deadlock, because Mr Butler refused to attend.
The Court of Appeal upheld the Judge's decision that the suspension of Mr Smith was invalid. The Chairman's entitlement to an order under Section 306 of the Companies Act 2006 was also upheld. This permits the court to require a General Meeting to take place where it has become impractical to hold a meeting. There was no implied or actual authority for the Managing Director to suspend the Chairman. To resolve the log jam, under Section 306 (4) the court was entitled to deem that a single member at the meeting constituted a quorum. Because Mr Butler had no authority to direct the company to actively defend Mr Smith's applications, Mr Butler was held liable to pay the company's costs on an indemnity basis. This was because proceedings had been brought in the company's name without authority.
The company could have avoided significant expense by filing a simple Defence confirming it would abide by the order made by the court.
The decision helps clarify the powers of Managing Directors on which there is surprisingly little case law. The court was prepared to protect the balance of power as provided for in the Articles, which were unusual in that they specifically provided that Mr Smith as majority shareholder had to be one of a quorum of two. His entitlement to exercise his ordinary voting rights on a point and remove Directors was upheld.
This perhaps underlines the importance of also having a properly drawn up Shareholders Agreement in small companies/quasi partnerships. This would usually govern the relationship between the majority and minority shareholders.
Instead of taking the steps held to be unlawful, the route of redress for Mr Butler would have been by way of an unfair prejudice claim or a derivative action. Mr Butler had the right to seek relief from allegedly unfairly prejudicial conduct by the majority shareholder under Section 994 of the 2006 Act by presenting a Petition for an order that either he or the company purchase Mr Smith's shares at fair value. Alternatively, Mr Butler could have brought a statutory derivative action against Mr Smith in accordance with Part 11 of the 2006 Act.
J Paul Sykes LLB LLM
First published 15 March 2012
Posted on May 18, 2014 May 22, 2014 by J Paul Sykes Posted in Directors & Shareholders, Disputed Wills & Trusts, Professional Negligence	Tagged Companies Act, Directors, Directors Power, Quasi Partnership, Shareholder Action, Shareholders Agreement	1 Comment


text:
charlie 189
Identify this place correctly, and you could win a 2N stay in Goa
Shireen Khandelwal
Photo: Dieter Leistner/ Gallery Stock
Here's your clue
Perched on a plateau in a country that shares borders with Belgium, France and Germany, this financial institution is an architectural gem. Celebrated Pritzker-winning architect Professor Gottfried Bohm was commissioned to create this space in 1989, and two years later, the finance giant moved into this iconic landmark made of steel, glass and concrete. The building also houses an impressive collection of art, including painting, sculpture and photography, and hosts exhibitions and concerts as well. Where are you?
Email your answers to whereareyou@condenast.in.
What you win
A 2N stay for two in a Club Room at the Grand Hyatt Goa.
If there's one place in India that spells holiday, it's the sunshine state, and the Grand Hyatt Goa is an ideal place from which to enjoy it.
Located in the buzzing North, the hotel is well located for party animals, and provides an oasis to return to after a hard night. Its 313 rooms and suites all come with balconies and complimentary wi-fi, and some offer stunning views of the sea.
With seven in-house restaurants and bars to pick from, guests will be spoilt for choice. There's modern Australian at The Verandah, Indian homestyle cuisine at Chulha and the all-day The Dining Room, with five interactive kitchens and themed dinners.
The resort also offers over 100 activities, such as zip lining, aquazorbing, heritage tours and much more. Or you could just chill by the pool (there's an indoor one, too), leaving only for your appointment at the Shamana Spa.
Your prize includes complimentary breakfast and up to five activities.
Last date for entries: 1 November 2016
Terms: The offer is valid from 1 April—30 September 2017, subject to availability. For information on prize details, call the hotel at +91-832-3011234.

redpajama_set_name: RedPajamaCommonCrawl


We specialise in the recruitment of world-class professionals, with a strong focus in IT Recruitment. Our international presence and connectivity enables us to serve our clients seamlessly across geographical borders.
Today we're one of the world's highest profile technology recruitment brands and the leading IT recruitment firm in Vietnam.
With a resolute focus on IT and technology recruitment, we have a strong track record of delivering the top IT professionals to our clients world-wide.
We are the only search firm in Vietnam that has over 100 researchers in our Global Candidates Sourcing team to source for global IT professionals of the whole Harvey Nash Group's client base.


text:
MATT POMROY
Editor: Style / Fashion / Watches / Food / Luxury
How to create your own festive television schedule
Television in this region makes almost no concession to the fact it's the Christmas season, so here's a list of TV episodes (with series and episode number) you might want to get hold of to put you in the mood. In this case, a good mood — sorry EastEnders fans. And, of course, we're not…
December 1, 2011 in Television.
Cop and ratings
Why police procedurals continue to endure – and influence. A TV holy trinity of cop, lawyer and doctor series will once again be churned out this year. Studios love them as they deliver solid ratings and because there can be a new crime/case/ patient each week, meaning the viewer can miss a few episodes and…
November 1, 2011 in Television.
What would Larry David do?
The new series of Curb Your Enthusiasm doesn't just mark the return of one of TV's best comedies, but also the return of a modern-day hero Here's a test for any man. You can judge what sort of person you are by how much you agree with Larry David in the HBO comedy Curb Your…
July 1, 2011 in Television.
Jacques Cousteau documentary
Broadcast into millions of homes around the world from 1966 to 1976, The Undersea World of Jacques Cousteau documentaries chronicled the sub-aquatic explorations of Jacques-Yves Cousteau and his crew aboard RV Calypso. For the first time, the entire series is available on DVD. The former French naval officer, who died in 1997 aged 87, was…
June 2, 2011 in Television.
Great White Hope
The latest in a line of white-trash sitcoms, and why it's more real that reality TV. In times like these when the rich are screwing the poor more than ever, it's nice to be able to root for the underdog. But underdogs on television are increasingly appearing via reality TV, where it's often hard to…
May 2, 2011 in Television.
Colin Firth: What I've Learned
After you're nominated for an Oscar, it's not as if you wake up the day and suddenly there are fifty wonderful scripts on your doorstep. I may have only received three scripts over a given period beforehand and if those three were not particularly good then it doesn't help you if there are suddenly fifty…
February 2, 2011 in Film, Interview, Television.
Is it true that VHS cassettes beat Betamax because the adult industry chose VHS?
This is the popular legend as to why VHS won the home video recording format war in the late seventies and early eighties, but it is almost entirely false. There were blue movies available on both VHS and Beta cassettes, with the adult industry releasing films in both formats to maximise potential revenue. Here's the…
December 2, 2010 in Business, Exit Notes, Television.


WATERMAN P C. New formulation of acoustic scattering[J]. The journal of the acoustical society of America, 1969, 45(6):1417-1429.
 DERBESSE L, PERNOD P, LATARD V, et al. Acoustic scattering from complex elastic shells:visualization of S0, A0 and A waves[J]. Ultrasonics, 2000, 38(1/2/3/4/5/6/7/8):860-863.
 GINOLHAC G, JOURDAIN G. "Principal component inverse" algorithm for detection in the presence of reverberation[J]. IEEE journal of oceanic engineering, 2002, 27(2):310-321.
 杨阳, 李秀坤. 水下目标声散射信号的时频域盲抽取[J]. 物理学报, 2016, 65(16):164301.YANG Yang, LI Xiukun. Blind source extraction based on time-frequency characteristics for underwater object acoustic scattering[J]. Acta physica sinica, 2016, 65(16):164301.
 ANDERSON S D, SABRA S G, ZAKHARIA M E, et al. Time-frequency analysis of the bistatic acoustic scattering from a spherical elastic shell[J]. The journal of the acoustical society of America, 2012, 131(1):164-173.
 ANDERSON S D. Time-frequency methods for the analysis of multistaic acoustic scattering of elastic shells in shallow water[D]. Atlanta, USA:Georgia Institute of Technology, 2011:1-20.
 WANG Ruhang, HUANG Jianugo, ZHANG Yujie. An improved prewhitening method for LFM reverberation in shallow sea using frequency focusing transformation[C]//20102nd International Conference on Signal Processing Systems. Dalian, China, 2010.
 JIA Hongjian, LI Xiukun, MENG Xiangxia. Rigid and elastic acoustic scattering signal separation for underwater target[J]. The journal of the acoustical society of America, 2017, 142(2):653-665.
 王强, 潘翔. 水下沉底小目标回波的短时FrFT滤波分析[J]. 浙江大学学报:工学版, 2008, 42(6):918-922.WANG Qiang, PAN Xiang. Analysis of small underwater bottomed target echo time-frequency filter characteristics based on short-time FrFT[J]. Journal of Zhejiang university:engineering science, 2008, 42(6):918-922.
 李秀坤, 孟祥夏, 夏峙. 水下目标几何声散射回波在分数阶傅里叶变换域中的特性[J]. 物理学报, 2015, 64(6):064302.LI Xiukun, MENG Xiangxia, XIA Zhi. Characteristics of the geometrical scattering waves from underwater target in fractional Fourier transform domain[J]. Acta physica sinica, 2015, 64(6):064302.
 汤渭霖. 声呐目标回波的亮点模型[J]. 声学学报, 1994, 19(2):92-100.TANG Weilin. Highlight model of echoes from sonar targets[J]. Acta acustica, 1994, 19(2):92-100.
 HARRISON C H. An approximate form of the Rayleigh reflection loss and its phase:application to reverberation calculation[J]. The journal of the acoustical society of America, 2010, 128(1):50-57.
 TANG Dajun, JACKSON D R. Application of small-roughness perturbation theory to reverberation in range-dependent waveguides[J]. The journal of the acoustical society of America, 2012, 131(6):4428-4441.
 QI Lin, TAO Ran, ZHOU Siyong, et al. Detection and parameter estimation of multicomponent LFM signal based on the fractional Fourier transform[J]. Science in China F:information sciences, 2004, 47(2):184-198.
 ZHAO Yanbo, YU Hua, WEI Gang, et al. Parameter estimation of wideband underwater acoustic multipath channels based on fractional fourier transform[J]. IEEE transactions on signal processing, 2016, 64(20):5396-5408.
ZHU Guangping,SUN Hui,CHEN Wen-jian,et al.Feature kernel support vector machines for signal detection with reverberation[J].hebgcdxxb,2009,(04):52.
ZHU Guang ping,SUN Hui,ZHU Feng qin.Detecting signals using adaptive mean and ridgelet transform filtering in a time��frequency domain[J].hebgcdxxb,2010,(04):0.
Zhu Guang-ping Sun Hui Zhu feng-qin.Adaptive mean and ridgelet transFORM filtering in time-frequency domain for detection[J].hebgcdxxb,2010,(04):0.


text:
package io.netty.example.http.websocketx.server;

import io.netty.buffer.ByteBuf;
import io.netty.buffer.Unpooled;
import io.netty.channel.ChannelFuture;
import io.netty.channel.ChannelFutureListener;
import io.netty.channel.ChannelHandlerContext;
import io.netty.channel.ChannelPipeline;
import io.netty.channel.SimpleChannelInboundHandler;
import io.netty.handler.codec.http.DefaultFullHttpResponse;
import io.netty.handler.codec.http.FullHttpRequest;
import io.netty.handler.codec.http.FullHttpResponse;
import io.netty.handler.codec.http.HttpHeaderNames;
import io.netty.handler.codec.http.HttpRequest;
import io.netty.handler.codec.http.HttpUtil;
import io.netty.handler.ssl.SslHandler;
import io.netty.util.CharsetUtil;

import static io.netty.handler.codec.http.HttpMethod.GET;
import static io.netty.handler.codec.http.HttpResponseStatus.BAD_REQUEST;
import static io.netty.handler.codec.http.HttpResponseStatus.FORBIDDEN;
import static io.netty.handler.codec.http.HttpResponseStatus.NOT_FOUND;
import static io.netty.handler.codec.http.HttpResponseStatus.OK;
import static io.netty.handler.codec.http.HttpVersion.HTTP_1_1;

/**
 * Outputs index page content.
 */
public class WebSocketIndexPageHandler extends SimpleChannelInboundHandler<FullHttpRequest> {

    private final String websocketPath;

    public WebSocketIndexPageHandler(String websocketPath) {
        this.websocketPath = websocketPath;
    }

    @Override
    protected void channelRead0(ChannelHandlerContext ctx, FullHttpRequest req) throws Exception {
        // Handle a bad request.
        if (!req.decoderResult().isSuccess()) {
            sendHttpResponse(ctx, req, new DefaultFullHttpResponse(HTTP_1_1, BAD_REQUEST));
            return;
        }

        // Allow only GET methods.
        if (req.method() != GET) {
            sendHttpResponse(ctx, req, new DefaultFullHttpResponse(HTTP_1_1, FORBIDDEN));
            return;
        }

        // Send the index page
        if ("/".equals(req.uri()) || "/index.html".equals(req.uri())) {
            String webSocketLocation = getWebSocketLocation(ctx.pipeline(), req, websocketPath);
            ByteBuf content = WebSocketServerIndexPage.getContent(webSocketLocation);
            FullHttpResponse res = new DefaultFullHttpResponse(HTTP_1_1, OK, content);

            res.headers().set(HttpHeaderNames.CONTENT_TYPE, "text/html; charset=UTF-8");
            HttpUtil.setContentLength(res, content.readableBytes());

            sendHttpResponse(ctx, req, res);
        } else {
            sendHttpResponse(ctx, req, new DefaultFullHttpResponse(HTTP_1_1, NOT_FOUND));
        }
    }

    @Override
    public void exceptionCaught(ChannelHandlerContext ctx, Throwable cause) {
        cause.printStackTrace();
        ctx.close();
    }

    private static void sendHttpResponse(ChannelHandlerContext ctx, FullHttpRequest req, FullHttpResponse res) {
        // Generate an error page if response getStatus code is not OK (200).
        if (res.status().code() != 200) {
            ByteBuf buf = Unpooled.copiedBuffer(res.status().toString(), CharsetUtil.UTF_8);
            res.content().writeBytes(buf);
            buf.release();
            HttpUtil.setContentLength(res, res.content().readableBytes());
        }

        // Send the response and close the connection if necessary.
        ChannelFuture f = ctx.channel().writeAndFlush(res);
        if (!HttpUtil.isKeepAlive(req) || res.status().code() != 200) {
            f.addListener(ChannelFutureListener.CLOSE);
        }
    }

    private static String getWebSocketLocation(ChannelPipeline cp, HttpRequest req, String path) {
        String protocol = "ws";
        if (cp.get(SslHandler.class) != null) {
            // SSL in use so use Secure WebSockets
            protocol = "wss";
        }
        return protocol + "://" + req.headers().get(HttpHeaderNames.HOST) + path;
    }
}

redpajama_set_name: RedPajamaGithub


text:
/**
 * Check to see if things are an array of instances of the given constructor
 * Uses instanceof internally
 * @param things - the array of things to test
 * @param constructor - the constructor class to check against
 * @returns {boolean}
 */
export function isArrayOf(things: any, constructor: any): boolean {
  if (!Array.isArray(things)) return false;
  for (let i = 0, length = things.length; i < length; i++) {
    if (!(things[i] instanceof constructor)) return false;
  }
  return true;
}

/**
 * Does a quick 'duck typing' test to see if the given parameter is an immutable class
 * @param thing - the thing to test
 * @returns {boolean}
 */
export function isImmutableClass(thing: any): boolean {
  if (!thing || typeof thing !== 'object') return false;
  const ClassFn = thing.constructor;
  return (
    typeof ClassFn.fromJS === 'function' && // Has Class.fromJS
    typeof thing.toJS === 'function' && // Has Class#toJS
    typeof thing.equals === 'function'
  ); // Has Class#equals
}

/**
 * Does a nothing but a simple typecheck assertion
 * @param thing - the thing to typecheck
 */
export function typeCheck<T>(_x: T): void {}


text:
module CAH.Cards (
      module CAH.Cards.Serialize
    , module CAH.Cards.Types
) where

import CAH.Cards.Serialize
import CAH.Cards.Types


A final renewal day is September 20, 2003.
Two species of Platycnemididae inhabit Kinki area.
How to obtaining eggs : The female which lays eggs is found. Then, the plant that it lays eggs is collected. Copera annulata lays eggs in the moist filter paper.
Size: Right after laying; head diameter; 1.02mm, a short diameter 0.20mm. Just before hatching; head diameter 1.14mm, a short diameter; 0.19mm. Duration of egg : The shortest duration; 10days. Average duration; 11days. It lays eggs with Platycnemis foliacea sasakii in the stem of the aquatic plant (such as Hydrilla verticillata and Egeria densa) growing in the slow flow.
Size: Right after laying; head diameter; 1.18mm, a short diameter 0.19mm. Just before hatching; head diameter 1.30mm, a short diameter; 0.24mm. Duration of egg : The shortest duration; 8days. Average duration; 9days. Copera annulata has a long projection around anterior pole of the egg. Copera annulata lays eggs in the leafstalk of water lily, the stem of yellow pond lily, and so on.


text:
Sturgeon of the Caspian Sea
Historically, the Caspian Sea has been home to the world's largest abundance of sturgeon. The largest inland body of water on Earth, the Caspian is fed by more than 100 rivers, the most important of which for sturgeon is the Volga River in Russia, which supplies 75 percent of the Caspian Sea's sturgeon catch.
The Caspian Sea and surrounding nations
The Caspian Sea is bordered by Russia, Kazakhstan, Turkmenistan, Azerbaijan, and Iran. Russia, Kazakhstan, Azerbaijan and Iran supply the majority of the world's sturgeon catch and caviar production. The remainder comes from China, Romania, the United States, Canada and others. Virtually all of the caviar produced by Caspian Sea nations comes from four species: beluga sturgeon (also known as giant or great sturgeon), which produces beluga caviar; Russian sturgeon, which produces osetra caviar; stellate sturgeon, which produces sevruga; and Persian sturgeon, which produces Persian and osetra caviar. The fifth Caspian Sea sturgeon species, the ship sturgeon, is highly endangered and trade of its caviar is prohibited.
Beluga, stellate and Russian sturgeon populations have declined precipitously over the last 20 years. (The status of Persian sturgeon populations is less certain.) While overfishing is the principal reason for the decline, the loss of spawning habitat and pollution also are responsible.
Overfishing, illegal fishing, and lack of effective management
Overfishing and poaching for the lucrative caviar market is perhaps the single biggest threat to sturgeon in the Caspian Sea region. Each egg-bearing female can produce 8 percent or more of her body weight in caviar. With caviar retailing for as much as $105 per ounce, the financial rewards of sturgeon fishing and poaching are enormous.
With the collapse of the Soviet Union, regulation of northern Caspian Sea fisheries -- at one time strong and effective -- largely has fallen apart. With the exception of Iran, Caspian Sea fishing nations lack the resources to implement and enforce effective sturgeon management programs. Though several nations have regulations limiting fishing and prohibiting poaching, enforcement has been crippled by lack of funding and reported violence against enforcement officers. Illegal fishing is thought by many to be increasing.
As a result, the illegal catch in the Caspian Sea and Volga River is estimated to be 6-10 times greater than the legal catch, and less than 15-20 percent of the actual sturgeon catch is thought to be registered in official reports. In 1995, virtually all the Russian and stellate sturgeon migrating to spawn in the Volga river were thought to have been caught by poachers. By 1998, the U.S. Fish and Wildlife Service estimated that more than 50 percent of the worldwide trade in caviar was illegal. While international trade requirements adopted in 1998 have helped reduce illegal trade, one sturgeon still can provide the equivalent of a month's salary in the economically depressed region, and there is little reason to believe that poaching for this "black gold" will cease any time soon.
Sturgeon in the region spawn in the rivers — principally the Volga -- feeding the Caspian Sea. Immediately after hatching, sturgeon larvae of most species migrate to the sea where they live for 6-20 years (depending on the species) until they mature. At that point, females migrate back to their river of origin to spawn.
Dam construction has taken its toll, particularly on beluga sturgeon. By preventing sturgeon from reaching their main spawning grounds, dams have significantly reduced spawning habitat for sturgeon in the Caspian Basin. Historically, Caspian sturgeon populations spawned in the Volga, Ural, Kura, Terek, and Sulak rivers. Now, the Ural River is the last free-flowing river feeding the Caspian Sea, the only such river where sturgeon continue to reproduce naturally, without the benefit of hatcheries. However, some believe that the spawning population of sturgeon in the Ural has been essentially destroyed by poachers, and the river suffers from significant industrial and pesticide pollution.
On the Volga River, the most productive in the world for sturgeon, as much as 85 percent of the spawning grounds for Russian sturgeon and virtually all of the beluga spawning grounds are blocked by the Volgograd dam.
Population growth and industrial development in the Caspian region have generated an immense pollution problem. The World Bank estimates that one million cubic meters of untreated industrial wastewater is discharged into the Caspian annually. Ten million people live adjacent to the Caspian Sea and 60 million more live in the Volga River watershed. Soviet oil extraction left behind polluted soil and water, rusty equipment, and well fires that burned for years. The long history of oil contamination combined with untreated sewage from towns along the Volga River, industrial discharges and agricultural runoff have significantly degraded the Caspian Sea. Meanwhile, the five countries surrounding the sea are rushing to exploit still untapped oil deposits. Pollutants from urban and agricultural runoff and industrial discharges have been associated with reproductive and other abnormalities, as well as large fish kills.
Status of Caspian Sea Sturgeon
Overfishing, habitat destruction and pollution have left a grim legacy. In the late 19th and early 20th centuries, annual sturgeon catches often exceeded 20,000 tons. By the late 1990's, the annual catch had declined to roughly 1,000 tons. The Russian State Committee for Fisheries projects that catch for the 2000 fishing year will be 441 tons of sturgeon, half the Russian quota. Fishermen have been unable to find enough fish to meet their quotas. Russia expects to produce 40 tons of caviar for export, a drop from 110 tons in 1999 and from 1,200 tons in 1985. Similarly, while Iran was authorized to export 90 tons of caviar in 2000, it reduced that amount to 70 tons to conserve sturgeon. The Russian State Fisheries Committee reportedly is concerned that diminishing catches may compel Russia to ban commercial sturgeon fishing in the northern Caspian Sea by 2002.
Table 1: Numbers of spawners in sturgeon populations in the Volga River (thousands)
Beluga Sturgeon
Russian Sturgeon
Stellate sturgeon
Source: Khodorevskaya, R., et al., 1997.
In the 1950s, the Soviet Union initiated artificial reproduction and population enhancement programs for beluga, Russian and stellate sturgeon in hatcheries along the Volga River. Although hatcheries have their problems, they have made important contributions to maintaining the three Caspian Sea species, particularly beluga sturgeon, in recent years.
The one relatively bright spot for sturgeon in the Caspian Sea is the Iranian fishery that operates in the southern part of the Caspian Sea. The Iranian Fishery Organization (IFO), or Shilat, is the government institution that controls the sturgeon fishery and caviar trade. Only about 5 percent of the Iranian catch is beluga sturgeon. About two-thirds of Iran's caviar production is osetra, produced mostly by Persian sturgeon, a southern Caspian Sea native whose status is uncertain. Iranian sturgeon fisheries are tightly controlled and generally thought to be well managed. Despite their controlled system, Iran does not have important spawning grounds for sturgeon and therefore has limited ability to restore threatened Caspian Sea sturgeon.
The Critical Status of Beluga Sturgeon
Beluga caviar is the most coveted of all caviar, and as a result beluga sturgeon have been the most intensively fished of the Caspian Sea species. These fish can reach remarkable proportions. In 1908, the largest recorded beluga sturgeon ever caught contained 990 pounds of eggs, which today would have a street value of $1.6 million. Beluga sturgeon are native to the Caspian, Black and Azov Seas, and have suffered extreme depletion in all three seas due to overfishing, poaching, and loss of virtually all of its spawning habitat to dams and pollution. Experts believe beluga sturgeon in the Caspian are so depleted that they may not be reproducing in the wild; if so, their survival is entirely dependent on hatcheries. Many hatcheries have closed down or suffered from lack of funds since the collapse of the Soviet Union. And this year, local fishermen and Russian fisheries officials have complained that there are almost no large beluga available to supply fertilized eggs to the remaining hatcheries, raising serious questions about the viability of the population. Recent scientific research suggests that Russian sturgeon are close on the heels of beluga.


W Hotels Worldwide today announced the signing of W Bali - Ubud, the brand's newest W Escape. Developed in partnership with Indonesia's Ruang Teknik Group, W Bali - Ubud is set to bring W's bold design, signature Whatever/Whenever® service and innovative programming to the cultural heart of Bali.
Perched on a hilltop, oriented toward the morning sun rising in the east, and southwards over stunning, unobstructed views of the Tanggayuda Valley, W Bali – Ubud will reinvent the dreamy Ubud experience with eclectic, surprising art and design set amongst a versatile vibe that is at once laid back and social. No matter what guests crave – from sunrise meditation on a mountaintop to late night dancing under the jungle stars, every holiday spent at W Bali – Ubud will be filled with unforgettable magic. This expansion into Ubud marks the second W Hotel in Indonesia, following the opening of W Bali – Seminyak in 2010.
"Ubud is a hidden destination like no other, where legends and nature intertwine with everyday life to create a magical sense of adventure," said Anthony Ingham, Global Brand Leader, W Hotels Worldwide. "W Bali – Ubud is an exciting next step for us. We are applying a unique, vibrant sensibility to this hotel, one that has not been seen before on the island. W Bali – Ubud will combine the brand's boundary-breaking approach to design with the rich cultural, spiritual and artistic influences of Ubud to show off the best of this incredible locale and all we've learned in the decade since W debuted in Indonesia."
W Bali – Ubud will redefine modern luxury in the destination, taking inspiration from social, historical and physical insights and embedding elements of each into the rooms and public spaces. Upon entering the hotel, guests will be immersed in modern interpretations of traditional Balinese art styles with works from local artists, that lead to breath-taking lounges perfect for soaking in spectacular jungle sunsets as sounds of cool beats drift through the air. The hotel will offer 100 inspired guestrooms, including 10 villas with private swimming pools and an EWOW suite (the brand's take on the traditional Presidential Suite).
As the brand's newest W Escape, W Bali – Ubud will bring a bold new take on international cuisine with a Balinese twist to multiple on-site bars and restaurants. Traditional Asian flavors intertwine with international influences at the stylish all-day dining restaurant Morinda, which will tempt guests with an in-house bakery, fresh-pressed juices, a strong vegan focus and a third-wave approach to coffee culture. Synn, a specialty restaurant featuring the finest of Balinese and world cuisines will be an underground sensation, literally. This new restaurant is partially underground, opening towards a jungle cliff and featuring cuisine as innovative as the locale including a progressive cocktail lab and digital artwork on display. Encouraging guests to detox and retox in true W style, the FIT (gym) bar will feature a pressed juice lab by day and a high-energy bar by night complete with UV-responsive, painted displays. Guests can indulge their wanderlust at Wanderbar, the hotel's panoramic cocktail bar nestled on one of the hotel's highest hills, offering 360-degree views from sunrise to sunset and inspired concoctions to match.


WRAP_journal.pone.0152360.PDF - Published Version - Requires a PDF viewer.
To examine the effectiveness of a "systems" approach using Lean methodology to improve surgical care, as part of a programme of studies investigating possible synergy between improvement approaches.
A controlled before-after study using the orthopaedic trauma theatre of a UK Trust hospital as the active site and an elective orthopaedic theatre in the same Trust as control.
All staff involved in surgical procedures in both theatres.
A one-day "lean" training course delivered by an experienced specialist team was followed by support and assistance in developing a 6 month improvement project. Clinical staff selected the subjects for improvement and designed the improvements.
We compared technical and non-technical team performance in theatre using WHO checklist compliance evaluation, "glitch count" and Oxford NOTECHS II in a sample of directly observed operations, and patient outcome (length of stay, complications and readmissions) for all patients. We collected observational data for 3 months and clinical data for 6 months before and after the intervention period. We compared changes in measures using 2-way analysis of variance.
We studied 576 cases before and 465 after intervention, observing the operation in 38 and 41 cases respectively. We found no significant changes in team performance or patient outcome measures. The intervention theatre staff focused their efforts on improving first patient arrival time, which improved by 20 minutes after intervention.
This version of "lean" system improvement did not improve measured safety processes or outcomes. The study highlighted an important tension between promoting staff ownership and providing direction, which needs to be managed in "lean" projects. Space and time for staff to conduct improvement activities are important for success.


iCliniq › Ask a doctor online › Answers › Homeopathy › Hyperhidrosis › Can homeopathy help with medicine induced hyperhidrosis?
Q. Can homeopathy help with medicine induced hyperhidrosis?
If a patient gets hyperhidrosis due to medications such as antidepressants and stimulants, will exercising help? Does it lower the sweating? Or will make it worse? Can homeopathy assist on this issue? Thank you in advance.
If medications cause hyperhidrosis (excessive sweating), then unless you change them or stop them, sweating will not reduce.
Homeopathy can help in the problems for which you are taking medicines such as depression, anxiety or any other problem.
If you are overweight or obese, then reducing weight will help. Exercising will make it worse.


Cubano Claro Cigar is handmade with Cuban seed long-fillers from the exclusive Cupido tobacco field in Esteli, Nicaragua. It's enveloped in a rare Desflorado wrapper, which is the tobacco from the corona (crown) of the plant. Desflorado tobacco is the most expensive because it requires constant vigilance and when the buds are ready to flower they are cut off, giving the tobacco an extra rich and smooth taste. Cubano cigar, which is what the Cubano Claro is called by the aficionados, starts with a medium-bodied taste that is sophisticated and full of sweet spices and toasted nuts. It then builds fuller in body with smooth and creamy notes of coffee, sweet layers of nutmeg and tinges of butter. The finish is full of complex tastes surrounded by light layers of white chocolate. Cubano Claro are so special that they're packaged in vintage cedar humidor boxes. A very special box for very special limited edition cigars. 9 sizes are available.


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Updated June 2018 (v 1.2)
Open Awards is committed to data security and the fair and transparent processing of personal information. Our privacy notice explains what, how and why we collect personal data. It further explains how we store data, who we share data with and your rights in relation to the personal data you provide to us.
This privacy notice applies to all the personal data we collect if you visit our website or use our services. This is in compliance with current data protection law, in particular the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679).
Who are Open Awards?
Open Awards is an Awarding Organisation regulated by Ofqual and an Access Validating Agency approved by the Quality Assurance Agency for Higher Education (QAA). We also approve a range of unregulated, or 'quality endorsed', courses which are required to meet the same set of quality standards as all our other provision.
Open Awards is a company Limited by Guarantee (Registered No. 5462874) and a registered charity (Charity No. 1113612). Our registered address is Open Awards, Estuary Commerce Park, 17 De Havilland Drive, Speke, Liverpool, L24 8RN.
Open Awards is registered as a 'data controller' with the Information Commissioner (ICO), in relation to the processing of any personal data you provide to us when you use our products and services.
For more information about Open Awards please visit www.openawards.org.uk.
How does Open Awards collect personal data?
We may collect and process personal data provided to us if you:
visit our website (through the use of cookies)
complete a form through our website
make an enquiry or application to become an approved centre
upload data through our secure portal
register a programme of learning and submit associated course documentation
register learners on an approved course with us
sign-up to receive communications (e.g. newsletter, events)
enter into a contract with us
correspond with us by phone, email or in writing
attend an Open Awards event
What personal data does Open Awards collect and process?
We will only collect data where there is a legitimate business reason or you have given explicit consent. Any data collected will be processed only for the purposes for which it has been submitted and to provide business critical data to support Open Awards business functions and regulatory reporting.
We may collect and process personal information about you, including: your name; gender; email address; contact address; contact number; job role, employment status; disability status or dietary requirements details for courses or events you have attended or delivered; data collected as part of any documents you complete with regard to Open Awards legitimate business functions; details of our services to which you have subscribed; payment card details and billing information; marketing and communication preferences.
If you provide us with information about a person other than yourself you must ensure that they understand how their information will be used and that they have given their explicit consent for you to share it with us for the purposes as outlined in this notice.
If you are a learner, tutor or contact at a centre, we may also receive information about you from your centre when they register to receive products and/or services from us.
For tutors or other contacts at a centre: Data may include name, gender, e-mail address, postal address, telephone number, job role, course details and feedback concerning learner registration and achievement (e.g. in the event of a complaint/appeal). Your contact details may be provided by your centre as part of their completed Centre Agreement form with Open Awards.
For learners: This includes personal information for the purpose of registering learners and awarding learner achievements, and business critical and regulatory reporting, which is normally submitted through the Open Awards secure portal by the centre with which you have registered. The data collected that can be used to identify you includes, but is not limited to name, date of birth, gender, postcode, employment status, achievement and course data. We may also collect, store and use the following 'special categories' of sensitive personal information about learners: ethnicity, disability, learning difficulty or health problem.
Please see our 'Privacy Notice: Learner Information (at http://openawards.org.uk/privacy-notice-learners.pdf) for more details.
Children's Privacy: Open Awards does not knowingly register or collect personally identifiable information from anyone under the age of 13 ("Children"). If you, or a parent or guardian, has cause to believe that a child has provided us with personal information, please contact us immediately. We will ensure parental /guardian approval has been sought for the sharing of 'children's' data with us before we process their data.
Visitors to our website: Open Awards uses cookies (a small text file placed on your computer or device) to collect standard internet log information (including IP address), track visitor use of the website and to compile statistical reports on website activity. We also use cookies to help us to improve our website and tailor it to customer needs. Data we collect using cookies is only processed in a way which does not personally identify anyone and does not give us access to your computer.
You can choose to decline cookies if you prefer by modifying your browser settings. However, in a few cases, some of our website features may not function as a result.
If we do want to collect personally identifiable information through our website, we will be up front about this. We will make it clear when we collect personal information and will explain what we intend to do with it.
You can manage cookies by activating the setting on your internet browser that allows you to refuse the setting of all or some cookies. For further information visit http://www.aboutcookies.org.uk or www.allaboutcookies.org.uk
We also use a third party service, Google Analytics, to collect standard internet log information, to better understand how visitors use the Open Awards website. This includes analyzing visitor numbers and page visits, which is processed in a way that does not identify an individual.
To opt-out of being tracked by Google Analytics across all websites you can visit tools.google.com/dlpage/gaoptout.
Our website may contain links to other websites. When you link to these sites, you leave our website and your communications are no longer protected by our privacy notice. Open Awards is not responsible for the privacy practices nor the content of these websites. We recommend that you review the privacy notice of those sites to fully understand what information is collected and how it is used.
Why does Open Awards collect and process personal and sensitive information?
The collection and processing of data by Open Awards is solely for the purpose of exercising its legitimate business functions and to meet its responsibilities, both statutory and otherwise. This includes using your personal details to provide the products and services you have requested; communications in relation to these products and services, including issues, complaints and disputes; administrative support; performing analytical processes to support our business functions and report to our regulators and a small number of other organisations as outlined below.
'Special categories' of personal data require higher levels of protection (e.g ethnicity, disability or health status) which require further justification for collecting, storing and using.
The further justification on which we are relying to collect and process special category data is for archiving and statistical purposes in the public interest. This includes, but is not limited to using such data to support funding bids for new courses qualifications and services, research, national statistics. We have in place appropriate policy and safeguards when processing such data.
Where you have given your explicit consent to receive marketing communications, we may use your personal data to send you newsletters, information about events, job vacancies and products and services that may be of interest to you. You may unsubscribe to receive these communications at any time by emailing marketing@openawards.org.uk or clicking on the 'unsubscribe' link within any of the marketing emails we send you.
We may also process your personal data if required by government or law, such as for crime prevention or fraud.
Who do Open Awards share personal data with?
As part of our legitimate business functions, we share personal data with our regulators and may also share it with a small number of other organisations, with whom we share a business partnership. These organisations include:
Ofqual and Department for Education
Registration and achievements, postcode
Quality Assurance Agency (QAA)
Registration and achievement, postcode
Learner name, registration number, ULN, DOB, unit of learning and qualification achievement details
Learning Records Service (LRS)
Learner name, DOB, postcode, registration number, achievement details
Access to HE Diploma Achievement
External contractors and partners who undertake work on behalf of Open Awards e.g.
· Portico
· Hague
· Colerind
Database developers
Certificate printers
Assessment platform
Data recorded on the Open Awards database, secure portal and online
assessment system
Unless otherwise stated, data is normally shared and processed as anonymised data. However there may be situations, such as an investigation or complaint, when Open Awards is required to process or share individual personal details due to a legitimate business reason. In these instances, Open Awards will share only those details which are necessary to the case and will endeavour to maintain the security of this information.
We encourage centres to register learners with their Unique Learner Number (ULN). Any ULN's provided will be validated through a secure link with the Learner Records Service (LRS) during the initial registration. If any ULNs are invalid, we will notify the relevant centre, using our secure portal, to advise them of the actions required to rectify the error.
Upon achievement of Qualifications and/or Qualification units, Open Awards are required to pass the achievement details of learners to The Learning Records Service, who will update learners' Personal Learning Record (PLR). This is done through a secure link from the Open Awards database to the LRS database. The PLR is a source of information to support learners in their decision-making in relation to further study, employment or skills development. We only send achievement data to the PLR where a learner has a valid ULN.
We strongly encourage learners to visit the Learning Records Service website to view their Privacy Notice, which provides detailed explanation of how their data may be used. This can be visited at https://www.gov.uk/government/publications/learning-records-service-the-plr-for-learners-and-parents
Where do we store personal data?
All personal information provided to us is stored on our secure servers located in the UK, or on the secure servers of sub-contractors that we have engaged to provide services on our behalf.
The security of personal information is vitally important to us. Unless otherwise stated, data is normally shared and processed as anonymised data. However, there may be situations such as an investigation or complaint, when Open Awards is required to process or share individual personal details due to a legitimate business reason. In these instances, Open Awards will share only those details which are necessary to the case and will endeavour to maintain the security of this information.
How does Open Awards protect and store personal data?
Open Awards is committed to a notice protecting the rights and privacy of individuals and the protection of personal data from loss or destruction. We take all reasonable steps to ensure our staff is aware of their obligations in relation to the security and confidentiality of personal data and the lawful processing of any personal data shared with them.
The Open Awards portal is accessible only to pre-approved users by means of a secure login, which is provided by Open Awards. Users are bound by the Terms and Conditions of use of the portal, which prohibits the sharing of passwords or accounts.
The security of personal information is vitally important to us. However, no method of transmission over the internet or method of electronic storage is 100% secure. While we endeavor to use commercially acceptable means to protect personal information, we cannot guarantee its absolute security.
How long does Open Awards keep personal data?
Open Awards has a comprehensive Data Retention Policy which covers all data we hold. Key areas include (but are not restricted to):
Complaints and Appeals, including Appeals against Assessment Decisions
Learner Registrations, Recommendations for Award of Credit, Certificates, Transcripts and Qualifications issued
Verifier Reports, Quality Reviews Reports
Course documentation (withdrawn programmes)
3 years after expiry of course
Centre Recognition
6 years after recognition expires
Qualification Guides (including Qualification approval)
6 years after qualification expires
Payment card details
Card details taken by phone are processed immediately through a secure connection to the Merchant Service Providers Online Terminal and not otherwise recorded or stored.
Open Awards strives to meet the highest standards when collecting and using personal information. For this reason, we take any complaints we receive about this very seriously. We encourage people to bring it to our attention if they think that our collection or use of information is incorrect, unfair, misleading or inappropriate. Any concerns can be sent to Open Awards by emailing info@openawards.org.uk.
You have the right to request a copy of the personal information that we hold about you by making a 'Subject Access Request' under the Data Protection Act 1998. If we do hold information about you we will:
respond within one month of receiving your request;
give you a description of the data we hold;
tell you why we are holding it;
let you have a copy of the information in a clear format
To make a request for information or changes to your details, please write to the contact address at the end of this notice or at info@openawards.org.uk.
Open Awards recognises that privacy and data protection concerns may change and evolve over time.
If we make any changes to this privacy notice we will update our website and, if appropriate, notify you by email. Please check frequently to see if there are any changes to this notice. If you don't agree to any changes, please do not continue to use our website or services, or provide us with your personal information.
If you have any questions or concerns with regard to this notice or our use of personal data please contact:
Open Awards
Estuary Commerce Park,
Info@openawards.org.uk
We are truly 'Open' so get in touch if you would like to discuss anything or ask for advice.


The bowl is approximately 6 x 6 x 6 inches.
This handblown glass bowl features mountains of orange and deep red glasses with a silver layer. The shadowing patterns are formed by the interactions between the silver, cadmium and selenium in the different glasses. Each piece is one-of-a-kind with an interior layer of white that creates an internal glow to set off the richness of the other colors. The bowl is approximately 6 x 6 x 6 inches.


Coventry Motors Marine, ATV & Cycle has been serving the Pottstown area more than 30 years; located on Rt. 100S , just south of Pottstown. We pride ourselves in putting our customers first. Whether you are buying a boat or selling a boat, we will do all that we can to insure that every detail is managed to your satisfaction. We recognize the importance of having a dealer that you can count on to make things happen the way YOU want them.
We've got some GREAT deals to meet all your recreational needs. Whether you are upgrading, down-sizing, going faster or slower, we have exactly what you're looking for. Trade-ins on all recreational vehicles are always welcome. Get started early so there is no question that you'll have your new boat, jet ski, ATV or motorcycle once the fun season rolls around.
To keep your recreational vehicle in top running condition, allow Coventry Motors Marine, ATV & Cycle to be your servicing dealership.