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• Lay Down The Swords And Mediate Your Construction Dispute
  • February 12, 2013 | Author: Eugene J. Heady
  • Law Firm: Smith, Currie & Hancock LLP - Atlanta Office
  • The mediator looked at the opposing lawyers and reminded them of the adage “he who sues my client is my friend.”  What?  Heresy you say?  Not so fast.  Civility leading up to and during mediation will go a long way in helping to contain the conflict and resolve the dispute.  While lawyers can and should vigorously represent and advance their clients’ interests, mediating parties must understand that courtesy, candor, and cooperation on the part of their respective lawyers will help contain the conflict and help resolve the dispute more quickly and efficiently than if the lawyers are at odds with each other.

    Contain The Conflict, Don’t Inflame It.

    Receipt of a claim on a project should not signal that it is time to draw and engage swords.  Construction claims are typically asserted before a project is completed and may involve multiple parties.  More often than not, you will find yourself in a situation where you have to continue to work together with the claimant in order to complete the project.  If you can’t resolve the dispute through negotiation, then mediation would be a logical next step and may, in fact, be required by your contract before arbitration or litigation may be commenced.  Keep in mind that the assertion of a claim is simply one step along the way in resolving a dispute.  Ultimately, the dispute will be resolved whether by a negotiated or mediated agreement, by an arbitrator, by a judge, or by a jury of your peers.  It is prudent to quickly identify how best to contain the conflict, resolve the dispute cost-effectively, and minimize its impact on the project, on your business and on your personal life.

    What Is Mediation?

    Mediation is a form of dispute resolution that is an alternative to litigation. It is a private, voluntary, and non-binding process in which a neutral person, the mediator, helps the parties to reach a negotiated settlement of their dispute.  Mediation allows the parties, and not the judge or jury, to control and determine the outcome of the parties’ dispute.  In many jurisdictions, judges are permitted to refer cases to mediation during the course of litigation. Many construction industry form contracts contain alternative dispute resolution provisions that require mediation.  For example, the 2007 AIA form contract documents require mediation of disputes as a condition precedent to initiating litigation or arbitration.  Of course, a mediation provision can be inserted into any construction contract, if the contracting parties agree.  Also, the contracting parties can always agree to mediate any given dispute even if their contract is silent regarding mediation.

    Why Is Civility So Important, Particularly When Mediating A Dispute?

    Civility in the dispute resolution process involves claiming and caring for your own needs and positions without degrading your opponent’s needs and positions in the process.  Most people who have been embroiled in contentious and complex construction litigation have learned that the optimum resolution of most construction disputes is usually not achieved by the sheer exercise of brute force, but rather by moral persuasion.  Unfortunately, the heroic efforts of two highly trained opposing litigators, armed with their quivers of litigation tactics and advancing with their finely-honed swords, can sometimes overshadow efforts toward peacemaking and problem-solving.  Lawyers who put away their quivers, lay down their swords, and approach mediation as an opportunity to solve a complex problem, rather than as an opportunity for conquest over one’s enemy, will be much more effective in helping their respective clients to resolve the dispute.  Of course, the mediating parties must also lay down their swords and focus on how they can best solve the problems and resolve the dispute that brought them to mediation in the first place.

    Incivility does nothing more than delay the ultimate resolution of the dispute and run up the costs of litigation.  When vigorously representing and advancing their client’s interests, the client’s interests are best served when the lawyer avoids reflecting any ill will he or she may have for opposing counsel and treats opposing counsel, opposing parties and all witnesses in a professional and courteous manner.  The Texas Lawyer’s Creed reflects the lawyer’s ethical obligation to conduct himself or herself with civility.  The Creed states, “A lawyer owes to opposing counsel, in the conduct of legal transactions and the pursuit of litigation, courtesy, candor, cooperation, and scrupulous observance of all agreements and mutual understandings.  Ill feelings between clients shall not influence a lawyer’s conduct, attitude, or demeanor toward opposing counsel.  A lawyer shall not engage in unprofessional conduct in retaliation against other unprofessional conduct.”  As the mediator’s statement at the beginning of this article suggests, the lawyer should treat opposing counsel as one would treat a friend.  The Creed commits the lawyer to educate his or her clients, the public, and other lawyers regarding the spirit and letter of the Creed.  The Creed also commits the lawyer to advise the client regarding the availability of alternative methods of resolving and settling disputes including the availability of mediation.

    Claims and disputes in the construction industry are commonplace and are often technically and legally complex.  Unless you successfully avoid or resolve project disputes as they arise, you may find yourself embroiled in litigation and headed to court.  With few exceptions, mediation is almost always a great alternative to resolving a complex construction project dispute, whether before or after litigation is commenced.  The degree to which the parties and their respective lawyers conduct themselves with civility may very well determine whether the parties obtain a quick and inexpensive resolution of their dispute or whether the parties get stuck in a prolonged and expensive legal battle.


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• UK Takeover Reform - An Opportunity for Asia?
  • December 12, 2011
  • Law Firm: Norton Rose Canada LLP - Montreal Office
  • Overview

    As economic conditions in Europe remain challenging, market commentators continue to speculate that Asian investors may look to employ their capital by picking up discounted European assets. Listed companies in the UK are among the most talked-about potential targets.

    The UK’s Panel on Takeovers and Mergers has recently revised its Takeover Code in a way which hands more control of takeover bids to the target company board. However, these changes potentially hand opportunities to cash-rich Asian investors who can move quickly to secure a desirable asset. This briefing looks at some of the competitive advantages that Asian investors may enjoy over traditional bidders in the UK takeover market, and suggests that the latest changes should give Asian investors an increasing reason to pay attention to the UK public M&A market and opportunities to acquire potentially under-priced UK listed assets.

    The beginning of a trend: Asian buyers for UK listed targets

    Most of the high profile takeover transactions in the UK market in recent years have been cross-border acquisitions - buyers from outside the UK acquiring predominantly UK assets. The market has seen an increasing participation from strategic or financial investors in emerging markets, as well as players in developed markets looking to globalise. By way of example, in 2010 there were 24 takeover offers for UK listed companies with a value of over £100 million, 16 of which were made by non-UK bidders.

    Asian buyers are talking more openly about the attractiveness of listed companies in Europe, and in particular the UK, as a means to utilise their cash:

    • many Asian investors feel overexposed in Asia and are looking to diversify their portfolios and/or obtain strategic or “trophy” assets elsewhere;
    • some Asian investors are looking to secure more predictable cashflows which involve little development risk;
    • deal execution risks are relatively low in the UK, where traditionally the barrier to foreign ownership has not been set high (and the recent UK Takeover Code changes referred to in this briefing do not alter this position);
    • the combined weakness of the UK equity markets and the UK pound sterling i has made these targets more attractive;
    • the relative lack of competing domestic bidders and lack of available acquisition financing makes UK targets easier to capture.

    Sectors which are seen as ripe for acquisition activity by Asian buyers include real estate, consumer goods, infrastructure & utilities and oil & gas. Some of the recent high-profile Asian takeover bids in the UK have included the following:

    • In August 2010, Korea National Oil Corporation (KNOC) made a bid for Dana Petroleum, the first time an Asian state owned company has proceeded with a ‘hostile’ bid. The bid was successfully completed at US$2.6 billion.
    • In October 2009, Carson Yeung, a Hong Kong tycoon (though Grandtop International Holdings Limited), successfully bid for Birmingham City Football Club at a price of GBP80 million. This was the second approach by Yeung who previously made an unsuccessful bid for Birmingham City in 2007.
      State owned India Oil Corporation and Oil India Limited made an unsolicited approach to Gulfsands Petroleum plc in May 2010, but confirmed they were not proceeding with an offer claiming they failed to receive the necessary due diligence information from the target company.
    • Sinopec completed the largest overseas takeover transaction ever made by a Chinese company (at the time) when it successfully agreed a recommended US$7.3 billion bid for oil producer Addax Petroleum Corporation in June 2009.
    • Cheung Kong Infrastructure Holdings made a recommended offer for Northumbrian Water Group plc. Cheung Kong successfully completed the US$3.93 billion dollar offer in October 2011.
    • China Guangdong Nuclear Power Corporation (CGNPC), the Chinese state controlled uranium company, made an initial recommended cash offer for AIM-listed Kalahari Minerals in March 2011. The initial approach was derailed by the Fukushima disaster and a Panel ruling which prevented CNGPC from lowering its initial offer price for Kalahari. Kalahari has recently announced that it is again in talks with CNGPC.
    • India’s Oil and Natural Gas Corporation made a successful GBP1.3 billion bid for Imperial Energy plc, which was de-listed following the acquisition. The bid took place against a background of ongoing oil price concerns, as well as a potential competitive bid from China’s Sinopec.
    • Chengdu Geeya Technology Co. Ltd is also in the process of obtaining regulatory clearances for outbound investment from the relevant Chinese regulators to launch its offer for Harvard International PLC.
    • China Minmetals made an attempt to take over Equinox Resources in April 2011 and has now agreed to buy Toronto-listed Anvil Mining.

    As can be seen from the above, there is strong interest from Asian investors in acquiring UK listed companies whose assets are based in emerging markets - in particular in the mining and commodities sector.

    In this briefing, we refer to “Asian investors” as a single group, although of course this term encompasses an extremely wide range of companies and individuals. Interest is being seen from a myriad of sources, ranging from Middle Eastern sovereign wealth funds, Chinese state owned enterprises, Indian and Korean conglomerates and private wealth. The purpose of this briefing is not to suggest that all these parties have a single strategic position, but to explore possible opportunities that Asian investors may have in common as a result of the current macro-economic situation as well as the recent regulatory developments in the UK.

    The UK takeover market: comparison with Asia

    Takeover bids in the UK have traditionally involved a possible bidder approaching a target company’s board to discuss terms. There has, however, been a trend in recent years for a bidder to announce publicly its possible interest in acquiring a target company in order to bypass the target board and go straight to shareholders to gauge their appetite for an offer (commonly referred to as the “virtual bid”). Unlike in Asia, few UK listed companies have controlling shareholders, so it is not generally possible to negotiate with an individual shareholder before proceeding to the bid. The role of the target board therefore assumes greater importance; however, the directors of a target company may feel threatened by a takeover. This might be because cultural or management changes will give rise to an unacceptable loss of autonomy, or more basically because they may see a risk that they will lose their jobs. A bidder must decide whether to make a bid with the co-operation and approval of the target board (a “recommended bid”) or to proceed to make an offer directly to the target shareholders without the board’s approval (a “hostile bid”).

    The relative prevalence of hostile bids in the UK is in contrast to the position in Asia and, indeed, elsewhere in major capital markets. In Asia, controlling shareholders can normally prevent a bid simply by refusing to speak to or deal with a hostile or competing bidder (which, generally speaking, is the controlling shareholder’s prerogative). By contrast, in the UK, there is little by way of takeover regulation to stop an unwelcome competing bidder intervening in an offer from a “friendly” bidder which is recommended by the target board. The principles of the UK Takeover Code aim to regulate the process of competing bids and to help bring the situation to a head rather than creating obstacles to the making of competing bids.

    An approach to the board of a target company does not need to be announced unless there is a leak. When a leak occurs, the target company must make an announcement about the possible offer, and this starts the “offer period”. Consequently many of the investor protection requirements (e.g. disclosure of dealings by the bidder and its related parties) begin to apply. Because of the greater likelihood of competing and hostile bids in the UK, this period is probably more strictly controlled than in many Asian markets and there are mechanisms to ensure that a possible bidder proceeds to make a firm bid, or withdraws from the race. Once a bidder announces a firm bid, it must prove it can fund its bid, and cannot withdraw other than in exceptional circumstances.

    UK Takeover Code overview

    All UK and Channel Islands incorporated companies which are listed on the main market of the London Stock Exchange (LSE) in the UK are normally subject to the UK Takeover Code and those UK and Channel Islands incorporated companies which are listed on AIM (the LSE’s junior market) will also be caught by the UK Takeover Code if they are centrally managed and controlled in the UK or the Channel Islands.

    The UK Takeover Code is similar to the Hong Kong Takeover Code which will be familiar to some Asian investors; indeed, the Hong Kong Takeover Code was based upon the UK Takeover Code. However, in the last decade, the UK Takeover Code has undergone a number of revisions which have been perceived to favour bidders (including hostile bidders) over target companies.

    A number of high profile takeovers have led to political and public pressure to redress this balance. Most notably, the takeover of a beloved British institution - the confectionary company Cadbury - by US-based overseas buyer Kraft Foods was the catalyst for regulatory reform which sought to redress the balance and hand more power back to target boards.

    The UK Takeover Code provides a structure under which all takeover transactions must be conducted. It does not have the force of law, but the UK Takeover Panel can seek court enforcement of its rulings (although it has never needed to resort to this). Compliance is effectively mandatory due to significant practical sanctions that can be imposed on those who depart from its requirements. The UK Takeover Code applies to transactions which involve a change of control, which means a change in the ownership of 30 per cent or more of the listed company’s voting rights.

    The important concepts behind the UK Takeover Code are as follows:

    • shareholders should be treated equally, so for example must receive the same price as each other and the same type of consideration (e.g. cash or securities);
    • the target company board should ensure that target shareholders have the opportunity to decide a bid on its merits and that target companies are not able to frustrate bids by using blocking tactics;
    • competing bidders (even if unwelcome) are given a fair opportunity to make a bid, and are entitled to receive the same information as other, perhaps favoured, bidders;
    • target companies should not be subject to speculation about possible takeovers for an extended period of time, so potentially bidders must follow a strict timetable;
    • bidders are allowed to react to the market perception of the bid, or to competing bids, by increasing the offer price, but are bound by any statements they make on increases;
    • bidders are given flexibility as to how to structure their bid - for example they may choose to make it conditional on securing a certain percentage of acceptances, or they can use a structure known as a “scheme of arrangement” which gives them certainty of achieving 100 per cent ownership after the requisite voting thresholds have been passed;
    • once a firm bid is announced, the bidder must follow through with its bid and must prove at the outset that its bid is fully funded;
    • if a change of control occurs (effectively the acquisition of an interest in 30 per cent or more), shareholders should normally have the opportunity to exit their investment by the new controller making a mandatory general offer to shareholders; and
    • shareholders should receive accurate and sufficient information, independent advice on the details of a bid, and information on the dealing activities of the bidder and its related parties.

    Recent changes to the UK Takeover Code

    In the last few years, bidders have arguably been in the dominant position when it comes to the conduct of takeover bids. For instance, bidders have increasingly flagged their interest in a possible acquisition of the target companies without any commitment to proceed, the so-called “virtual bid” tactic. It has also become common for “deal protection” agreements to be negotiated for the implementation of the takeover. These include provisions which improve the chances of success of the particular bidder’s takeover by requiring the target board not to solicit or engage in discussions with third parties, to give the bidder a right to “match” a competing bid and to require the target board to pay a break fee if it recommends a competing bid.

    The changes to the UK Takeover Code introduced on 19 September 2011 represent the most significant changes to the UK Takeover Code for many years, and give greater power to target company boards as opposed to bidders. The key changes are as follows:

    Protection against “virtual bids”: Increasing concern has been expressed that UK targets are being left in a state of limbo, when they are subject to a possible offer but no firm bids are forthcoming. Accordingly, the UK Takeover Panel has proposed two distinct measures aimed at dealing with this:

    • identification of possible bidders - whenever a takeover is the subject of press commentary or market movements, the target company must make an announcement of the possible bid - i.e. the first “leak” announcement. Following the rule changes, the target must now identify all possible bidders with whom it is in talks or from whom it has received an approach which has not been rejected. The only way to avoid this is for a bidder to cease all work on the bid (“down tools”) and it cannot re-commence work for 6 months (an increase from 3 months previously) or for a target to effectively put itself up for sale publicly (by announcing a formal sales process).
    • shorter timeframe to make firm offer - after a leak announcement had been made, the UK Takeover Code did not previously mandate a timetable for a firm offer, but instead left it to the target to apply to the Panel for an order that a bidder either makes a firm bid or withdraws from any possible bid - a so-called “put up or shut up” order. This would give the bidder a period of usually 6 to 8 weeks to make its bid. The recent rule changes instead require a bidder to make its firm offer within 28 days from the first announcement about the possible bid - i.e. the first “leak” announcement. The timetable for bidders is therefore significantly shorter. If the target does not consent to an extension of this deadline and the bidder is not in a position to make a firm offer, the bidder will be forced to withdraw its interest and then be embargoed from making another offer for 6 months (save in limited circumstances).

    Removal of deal protections: Recommended bidders are now no longer allowed to agree implementation agreements with deal protection provisions:

    • exclusivity and deal protection prohibited - provisions such as those relating to non-solicitation of competing bids and “matching rights” are no longer permitted.
    • break fees - most significantly, break fees payable by the target are now not permitted in the majority of situations; they had previously been permitted but capped at 1 per cent of the overall offer value. This makes the UK one of the most restrictive regimes for the payment of break fees in the major, international capital markets.

    Increased transparency on bidder arrangements and intentions: Bidders are now required to disclose details of:

    • financing arrangements - previously this was only required in securities-exchange offers or where minority shareholders might remain within the target company and therefore might be affected by the financing. The financing documentation must also be put on display in an unredacted form.
    • advisory fees - all advisory fees payable by either the bidder or the target company must be set out in the offer document.
    • their intention for the business - in particular statements must be made about the bidder’s intention with regard to employees. There are additional mechanisms to increase the amount of engagement with a target company’s employees, who have augmented rights to make representations and statements in the offer document. The Panel will also have additional rights to require successful bidders to stick to their commitments after the bid is completed. This will make it less likely that the Kraft/Cadbury situation will be repeated, where Kraft made a statement suggesting it would not close a factory, which it then subsequently closed in the immediate aftermath of the offer.

    Please refer to the fuller briefing we have prepared on the recent changes: A revised framework for UK public M&A.

    Competitive advantages for Asian investors?

    There are a number of reasons why the new changes may present opportunities for Asian investors.

    New protections against “virtual bids” favour buyers who can move quickly: Many Asian buyers are cash-rich and do not need (or prefer not) to rely heavily on leverage to make acquisitions. This makes them potentially more nimble in putting together an offer. By contrast, many traditional players in the public takeover market, such as private equity houses, may not be able to move so quickly, because they need to arrange finance or simply because their internal risk control procedures require fuller due diligence.

    • The rule changes which impose the 28 day time limit to make a firm bid potentially discourage buyers who cannot move quickly (for example because they need to complete due diligence). If there is a leak about the deal at an early stage, the clock will start ticking and such bidders may not be able to make a firm bid in the 28 days available.
    • The requirement to identify all potential bidders in the event of a leak may scare off domestic players who do not want the publicity of an ultimately unsuccessful bid. By contrast, some investors from outside of the UK market may be less concerned with this aspect. That said, there will be Asian investors who are similarly nervous about adverse publicity in connection with a possible bid which does not come to fruition.
    • The above changes may make it more likely that leaks occur early in the process, either because the target board wants to force its bidders’ hands, or because better prepared existing bidders want to make life more difficult for potential competing bidders by starting the timetable as soon as possible. The protection against virtual bids potentially gives the initial bidder a first mover advantage, and reduces execution risk.

    Deal protection limitations are more of a problem for “traditional” takeover bidders: Implementation agreements and deal protection tactics such as exclusivity arrangements and matching rights have not generally been seen much in the Asian public takeover markets. Even break fees tend to be more important to buyers in places such as the US. Accordingly, whilst the new restrictions on deal protection and break fees might be a discouragement to Western bidders, this may be less of a concern for Asian bidders who have been happy to proceed in their home markets without employing such techniques (although, from the perspective of execution risk, the prevalence of controlling shareholders has mitigated the need for sophisticated deal protection measures).

    Increased transparency requirements may discourage leveraged bids: The enhanced transparency requirements may favour Asian bidders in two ways.

    • The new requirements for bidders to disclose details of their financing, and put on display their financing documents, may discourage leveraged buyers who may be sensitive to full details of their financing arrangements being made public under the enhanced disclosure rules, although in practice leveraged buyers may simply accept this as a requirement of implementing deals in the UK and proceed as normal.
    • The increased focus on the impact of takeover offers upon stakeholders other than shareholders (e.g. employees, local communities etc.) may make highly leveraged private equity bids increasingly difficult to execute due to political pressure from interest groups. Certainly, there is now a greater awareness in the UK about some of the effects of leveraged bids which seek to use target company cashflows to fund debt repayments. That said, the wider range of matters that directors are now asked to take into account, including employee representations, may be somewhat unfamiliar to Asian investors who may wish to reorganise the target’s employment structure following acquisition. Even so, these requirements are still significantly less onerous in the UK than in many other markets in Europe.

    Other competitive advantages

    Asian buyers may have some other fundamental competitive advantages over Western bidders at present. There has been a historic preference in takeover activity in western markets for buyers to be absolutely sure they can secure 100 per cent of the target company, and de-list it promptly. This was traditionally because it was necessary to enable a leveraged bidder to use the target’s assets to secure the bidder’s borrowings, although there is also a general perception among western bidders that it is undesirable to have minority shareholders. There is generally not such prejudice amongst Asian investors, who are more familiar with the concept of an “owner-manager” controlled listed company. Many Asian buyers actually prefer to retain the listing of a target company in order to use it as a vehicle for future growth. For example, on the offer earlier this year by Guoco Group for The Rank Group plc (where Norton Rose LLP advised Guoco), Guoco was content for Rank to retain its listing.

    The fact that Asian buyers often need not acquire 100 per cent of the target gives them a possible competitive advantage because it reduces execution risk. A bidder only needs to secure statutory control or acceptances of 50 per cent + from shareholders to make a voluntary offer successful/allow the offer to be declared unconditional. Indeed, for the target board or target shareholders who do not wish to sell out, there may be some strategic attraction in having an Asian controlling shareholder, especially where the buyer is likely to be able to present additional opportunities to the business in terms of export markets or strategic co-operation.
    Of course, the inability to negotiate with a single controlling shareholder potentially makes acquisitions more difficult. But this can also work in favour of Asian investors - if they play in their domestic markets they must generally be able to negotiate a deal with the controller, failing which there will be no deal. By contrast, in the UK the lack of controllers gives potential bidders the opportunity to explore any listed company, with the possibility of going hostile if the board is not receptive.

    Tips for successful takeover offers

    Takeover offers are one of the more difficult, and certainly more public, transactions to execute. Appropriate and expert advice from investment bankers, accountants and lawyers is essential in order to participate successfully; and indeed many of the disciplinary situations in the UK have arisen from bidders either obtaining poor advice, or ignoring good advice, or failing to obtain advice early enough in the process.
    In light of the recent rule changes and the increasing trend for cross-border takeovers, potential bidders should bear the following in mind:

    • Maintain secrecy: A bidder should do its utmost to preserve confidentiality in the initial stages. Failure to do so may result in a leak announcement, and the start of the 28 day time period for delivery of a firm bid. Accordingly, bidders may be well advised to do as much preparatory work as they can before even approaching the target board. A significant amount of due diligence can be undertaken based upon public information, and to the extent any financing is required, this should be progressed as far as possible before the approach.
    • Gather shareholder support: In light of the prohibition of many deal protection techniques, the primary tactic which a bidder can use to shore up its bid is to gather irrevocable undertakings to accept the bid from major shareholders. There are rules surrounding how and when these can be obtained, but irrevocable undertakings will be important in reducing execution risk. Although some shareholders have resisted giving firm undertakings to accept offers in the past, bidders may be forced to seek stronger irrevocable undertakings - which for example bind the person giving the undertaking to accept the bidder’s offer even if a competing bid comes in. Typically irrevocable undertakings will provide a carve-out if the competing bid price beats the first bid by a certain margin - and bidders are likely to try to maximise this margin.
    • Stakebuilding: Bidders may consider the tactic of stakebuilding - i.e. acquiring a stake in the listed company before launching a bid. The advantages are that this potentially gives the bidder a head start in achieving the number of acceptances it requires, and acts as a defensive position against competing bidders. Also, now that break fees are generally prohibited, stakebuilding in a clear acquisition target can often provide a hedge against the risk of losing to a competing bidder - a losing bidder may well have incurred wasted fees, but can at least cash out of its position at a premium by accepting the higher competing bid. The disadvantages of stakebuilding include the increased publicity at the early stages, and the risk that the bidder will be left with a stake that is difficult to exit if no bid emerges.
    • Public relations: Bidders should not underestimate the importance of a good PR campaign. This is particularly important where the target is considered a “national treasure” - as Cadbury was - or there is likely to be some sensitivity of the UK target being acquired by a non-UK buyer. A well-structured PR strategy can help minimize the impact of employee issues, local/environmental lobby groups, politicians, regulators and shareholders. PR issues are likely to be all the more pertinent when the buyer comes from outside of the UK, as journalists may be able unfairly to turn the identity of an overseas acquirer into a “story” which needs an appropriate PR response.

    There is no doubt that the recent changes to the UK Takeover Code hand greater control of takeover bids to the target company. The most significant changes are the automatic identification of bidders and the 28 day deadline for firm bids after the first announcement of a possible offer. These are likely to make deal execution more challenging for some buyers who need more time or do not want the publicity of their interest until they are certain they will proceed with and close an offer. The changes regarding deal protection and transparency, while significant, are expected to have a more marginal impact on the takeover market.

    The rule changes, coupled with the current macro-economic conditions, may well make the execution of takeover transactions more challenging, but this potentially plays into the hands of Asian investors. Asian buyers may find UK listed targets more attractive than in the past, because of their desire to diversify portfolios, acquire stable cashflows and pick up discounted assets. Most importantly, many Asian investors will enjoy competitive advantages over other potential buyers in the market, because they are likely to be able to move more quickly, and accordingly be able to accommodate the strict timetable requirements in the event of a leak.

    The last few years have seen a clear increase in Asian bidders in the UK market. Many Asian buyers have found that the competition for attractive assets in Asia is intense and are looking at new markets to explore. With the current depressed equity prices and continuing economic difficulties in the UK and Europe, we believe this trend is set to continue.

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• California Court of Appeal Holds "No Overtime" for UPS Supervisor
  • December 16, 2010
  • Law Firm: Sheppard Mullin Richter Hampton LLP - Los Angeles Office
  • In United Parcel Servs. Wage & Hour Cases (Taylor v. UPS) (Dec. 9, 2010), a California Court of Appeal ruled that Plaintiff, a UPS supervisor, qualified under both the California executive and administrative exemptions in each of the three supervisory positions he had worked at UPS.

    Plaintiff ("Taylor") had been an air hub supervisor, an on-road supervisor, and a center manager. As an air hub supervisor, Taylor supervised the unloading and sorting of packages received by the UPS facility where he worked. As an on-road supervisor for a smaller facility, Taylor supervised a specific team of UPS truck drivers and the facility's sorting and car-wash operations. In his third position as center manager, Taylor oversaw all operations within a UPS package center. Taylor sued UPS, claiming that all three positions were misclassified as exempt, and sought unpaid overtime and nonexempt benefits.

    The court explained that Taylor qualified under the executive exemption if he (1) managed "the enterprise or a 'customarily recognized department or subdivision thereof'"; (2) regularly supervised two or more employees; (3) had the power to hire or fire, or had "particular weight" in decisions to hire, fire, promote, or demote employees; (4) regularly used discretion and independent judgment; (5) primarily performed executive exemption duties; and (6) had a salary at least twice the California minimum wage for full-time employment. Taylor conceded that all of his supervisory positions met the second and sixth elements, but argued the other four elements were absent.

    The Court of Appeal held all that Taylor's positions satisfied the executive exemption elements. The first element was met by Taylor's admission that he had supervised a specific group of workers performing a discrete set of tasks for a designated geographic region. The third element was likewise established by two of Taylor's supervisors, who provided undisputed declarations that they gave extra weight to Taylor's suggestions when considering hiring, firing, or promoting because of Taylor's close interaction with the employees he supervised.

    Taylor contended that the executive exemption's fourth element was absent because his management duties were "dictated by stringent UPS procedures and methods" precluding him from regularly using discretion and independent judgment. The court disagreed. These protocols did not reduce Taylor's duties to "routine tasks," where "any discretion is largely inconsequential." To the contrary, Taylor regularly used his discretion and judgment to identify and address operational and personnel problems. Lastly, nearly all of Taylor's duties fell within one of the "management duties" enumerated in the California Department of Labor Standards Enforcement's ("DLSE") July 6, 1993 Opinion Letter.

    The court briefly addressed whether Taylor was also exempt as an administrative employee. Taylor contended that he was merely a "production" level employee who directly participated in running UPS's package delivery system. The court rejected this suggestion. An employee did not need to directly participate in firm-wide policymaking or business operations to qualify under the administrative exemption. Rather, administrative employees can encompass supervisors like Taylor, who "execute or carry out" the enterprise's management policies.

    The court concluded that Taylor satisfied the administrative exemption because (1) his duties and responsibilities involved the performance of office or non-manual work relating to management policies or business operations; (2) he regularly exercised discretion and independent judgment; (3) his work required special training, experience, or knowledge under general supervision only; (4) he primarily performed exempt duties; and (5) his salary was at least double the California full-time minimum wage.

    Many California employers have been sued in class actions based on alleged misclassification. Classification decisions must be determined on a case-by-case basis, analyzing the individual employee's job duties. The UPS decision provides additional guidance to employers and trial judges as to the proper tests to be applied. Because of the serious consequences of classification mistakes, prudent employers should consult competent legal counsel if they have questions.


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• A Divided California Supreme Court Reaffirms the Availability of Attorneys' Fees Awards Under the "Catalyst Theory"
  • December 17, 2004 | Authors: Barry S. Landsberg; Andrew H. Struve; Stacie S. Collier
  • Law Firm: Manatt, Phelps & Phillips, LLP - Los Angeles Office
  • Breaking with recent federal precedent, a deeply divided California Supreme Court has declined to abolish the "catalyst theory" of attorneys' fees, which are available when litigation causes a defendant to change its challenged behavior prior to judicial resolution of the litigation, and, hence, the lawsuit served as the "catalyst" for the modification in conduct. In 4-3 opinions in two companion cases -- Graham v. DaimlerChrysler Corp., ___ Cal. 4th ___ (No. S112862, December 2, 2004) and Tipton-Whittingham v. City of Los Angeles, ___ Cal. 4th ___ (No. S112943, December 2, 2004) -- the Court "reaffirmed [its] endorsement of" and "clarified" the catalyst theory, providing another basis upon which private attorneys general may recover attorneys' fees under California's public interest fee-shifting provision, California Code of Civil Procedure Section 1021.5. In affirming the catalyst theory's continued viability, the Court expressly rejected the U.S. Supreme Court's recent contrary decision in Buckhannon Bd. & Care Home, Inc. v. West Virginia Dept. of Health and Human Resources, 532 U.S. 598 (2001), which ended the availability of such fees in actions arising under federal law.

    In Graham, purchasers of pickup trucks sued DaimlerChrysler ("Chrysler") for breach of express warranty, based on Chrysler's alleged overstatement of the trucks' towing capacity. Before the suit was filed, Chrysler changed its marketing materials, notified buyers of the error, offered buyers compensatory cash and merchandise, and even offered to repurchase or replace the trucks when buyers demanded such a remedy. After the lawsuit was filed, Chrysler offered to repurchase or replace all of the trucks. On Chrysler's demurrer, the court dismissed the case as moot because Chrysler already had offered its customers the relief requested in the suit. The trial court nevertheless awarded $762,830 in attorneys' fees to the plaintiffs under Section 1021.5, finding that the lawsuit conferred a significant public benefit by being a catalyst for Chrysler's repurchase or replacement offer. The Court of Appeal affirmed.

    The second case, Tipton-Whittingham, was a class action filed on behalf of female officers and civil employees of the Los Angeles Police Department who alleged race and/or sex discrimination. After the case was filed the LAPD voluntarily instituted antidiscrimination measures, and the case was dismissed on joint motion of the parties. The district court awarded plaintiffs $1,703,383 in attorneys' fees under the catalyst theory. The Ninth Circuit Court of Appeals certified to the California Supreme Court the question of the viability of the catalyst theory under California law.

    Refusing to follow the lead of the U.S. Supreme Court and abolish catalyst fees altogether, the California Supreme Court majority crafted a "clarified" standard: A plaintiff must establish that "(1) the lawsuit was a catalyst motivating the defendants to provide the primary relief sought; (2) ... the lawsuit had merit and achieved its catalytic effect by threat of victory, not by dint of nuisance and threat of expense ... ; and (3) ... the plaintiffs reasonably attempted to settle the litigation prior to filing the lawsuit." The Court remanded in Graham, directing the trial court to reconsider the attorneys' fees in light of the new standard, and affirmed the viability of the catalyst theory in Tipton-Whittingham. In reaching its decision, the Court dismissed Chrysler's concerns that the catalyst theory would require a complex causal determination requiring a second major litigation, reasoning that such issues may be resolved by "relatively economical, straightforward inquiries by trial court judges ... familiar with the litigation." Similarly, the Court dismissed any concerns that the catalyst theory would encourage nuisance suits, reasoning that the possible harm by those hoping to extort fees would be outweighed by the harm of attorneys refusing public interest litigation because they may be deprived of fees.

    As part of its rationale, the majority also fashioned a broad interpretation of "successful party" -- a requirement for collecting attorneys' fees under Section 1021.5. The Court explained that a "successful party" depended on the "impact of the action, not its manner of resolution." As such, the lawsuit need not end in a favorable final judgment on the merits, a settlement or any judicial relief, as long as the lawsuit was a catalyst for defendant changing its behavior in a manner sought by the litigation.

    In a lengthy dissent, Justice Chin criticized the majority's reasoning as unfounded in California law, out of step with the rest of the country and, indeed, misaligned with the recent trend within California to narrow the scope of private attorney general actions under the Unfair Competition Law ("UCL"), which serves as a common platform for such fee requests. Justice Chin cited to the California electorate's recent strong approval of Proposition 64, which imposed standing and economic injury requirement standards for plaintiffs in UCL cases, as a telling expression of Californians' desire to align their jurisprudence with the rest of the nation in such matters. As Justice Chin put it, "At a time when Californians are increasingly concerned about extortionate lawsuits against businesses ... and worried that the legal climate in California is so unfriendly to businesses ... today's ruling goes in exactly the wrong direction ...."

    The California Supreme Court's rulings in Graham and Tipton-Whittingham breathe new life into California's public interest fee-shifting provision. The prospect of attorneys' fees is the driving force in many UCL claims, and the Court's rulings expand the circumstances under which a private plaintiff may recover under Section 1021.5. The rulings are particularly unusual in that they follow the passage of Proposition 64, which is designed to eliminate many UCL cases brought by unaffected interlopers, whose primary motivation for suit often is the recovery of attorneys' fees. In such a shifting political and legal climate, it remains to be seen how the Court's rulings will affect pending and future cases.


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Published October 3, 2017

Kirby 100: The Man in the Ant Hill

See how Hank Pym went from shrunken scientist to costumed Avenger!

Image for Kirby 100: The Man in the Ant Hill

1917 to 2017: 100 years of Kirby.

Join us to celebrate Jack “King” Kirby’s 100th birthday by learning about the characters and stories he created that changed comics forever. To commemorate Jack’s centennial, we’ve sat down with the modern-day creators he influenced—and the decades of work he gifted us all.

Jack Kirby drew hundreds of pages of anthology comics in the early 1960s—scientists ran afoul of aliens and monsters got loose across one-off stories. Most of the characters in those books never featured more than once…with the exception of Ant-Man.

But before he had his super moniker, he was just another protagonist in the 1962 anthology story “The Man in the Ant Hill,” found in TALES TO ASTONISH #27.

Tales to Astonish (1959) #27

Tales to Astonish (1959) #27

  • Published: January 10, 1962
  • Added to Marvel Unlimited: November 13, 2007
  • Penciller: Steve Ditko
  • Cover Artist: Jack Kirby
What is Marvel Unlimited?

From the start—the cover featured giant green ants pulling a man into a dark hole—this story jumped right into the scares, especially for the myrmecophobes (people with a fear of ants) in the reading audience.

In the pages of this would-be one-off, the action moved back in time to show a scientist named Henry Pym using a newly developed formula to shrink a chair before restoring it to normal size. Moved by his success, Pym thought back to the derision he suffered from his colleagues for choosing to follow his own unique scientific interests.

In need of a human guinea pig, the wayward scientist used a few drops on himself—and shrank down much faster than expected. As he struggled to climb to the window sill where his growth serum sat, a nearby ant colony sent out its troops to investigate the potential intruder.

In an attempt to escape the insect onslaught, Hank jumped into a nearby ant hill, fell down a pit, and landed in a pool of honey. To his shock, an ant helped him out of the sticky (and potentially lethal) trap…but Pym saw no such compassion from the horde at-large.

After spotting a match, the microscopic scientist threw a pebble at it to ignite the flame. And thanks to a makeshift rope—and his knowledge of judo—Hank Pym escaped the ant hill and returned to the surface.

Unexpectedly, a single ant followed him out of the mound. Exhausted, Pym nearly surrendered to the bug—before realizing that this ant saved him moments before. Hopping onto the creature’s back, he rode up the wall to the growth formula. When he regained his usual size, Pym dumped his serums down the drain and—seemingly—gave the project up forever.

…Until TALES TO ASTONISH #35 came out a few months later! Turns out, Hank couldn’t get his diminutive friends off his mind, and—continuing his studies—developed a helmet that allowed him to communicate with the critters.

Tales to Astonish (1959) #35

Tales to Astonish (1959) #35

What is Marvel Unlimited?

Around the same time, the U.S. government tasked the scientist with making an anti-radiation formula, though a malevolent foreign regime wanted access to the study. When a team of agents came for the material, Pym donned a suit, put on the helmet, and used the shrinking serum to escape undetected—before defeating his foes one-by-one. And with that act against evil, Ant-Man was born.

His journey continued in TALES TO ASTONISH, where he soon welcomed The Wasp. The insectoid duo later helped form the original Avengers and began their decades of adventures together—all thanks to the minds of Stan Lee and Jack Kirby.

Stay tuned to for more Kirby klassics! And join the conversation on all of our social channels with the hashtag #Kirby100.


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Bad habits resurface in the Boston Celtics offense. Should we be concerned?

Boston Celtics forward Jayson Tatum (0) goes to the basket against Miami Heat guard Josh Richardson (0) during the second half of an NBA basketball game, Thursday, Jan. 10, 2019, in Miami. The Heat defeated the Celtics 115-99. (AP Photo/Joel Auerbach) (Joel Auerbach)

Maybe you're like me.

I have trouble keeping weight off. If I'm not in the gym four or five times a week, I will start to put on a couple of pounds. If I'm hungry and there's a choice between salad or pizza, I'm grabbing the slice (or more likely, a few slices) almost every time. Basically, I have to work very hard just to be reasonably healthy.

The Celtics are similar, except their pizza is mid-range isolation jump shots. Sure, they can work their butts off and run a healthy offense, but when they aren't feeling it and need the basketball equivalent of comfort food, they reach for an 18 foot slice of mid-range and pass on the passing.

They did that Thursday night against the Miami Heat. The back-to-back turnaround of games in Boston and Miami always made this a tough game for Boston. Tired legs and minds are the gateway to bad habits, and once their initial burst of energy wore off, the Celtics reverted to the worst of theirs.

“Probably making all those shots at the start that were great shots, but we were not generating much into the paint and we kept shooting tough, long, contested shots without much real attack until the middle of the third quarter,” said Brad Stevens. “I think that showed in the fact that we had seven assists at halftime.”

"It's fool's gold. It's fool's gold,” said Marcus Smart. “You know, you play a team like Miami, they’re young, they’re ready, they've got a lot to prove, and they’re trying to prove themselves. They’ve been playing good. And eventually that iso ball with a team like that, they’re athletic and they’ve got guys that can defend. It's not going to work the whole game. So it's fool's gold, and we fell in the trap to that. It's something we've got to learn from."

It’s hard to believe the Celtics haven’t learned by now. They average 26 assists a game, and they are 10-10 when they are at or below that average. But, they’re 15-6 when they exceed it. In a world of advanced metrics, the simple assist might be one of the best indicators of whether the Celtics offense is working. Halfway through the regular season, there’s a serious question about whether unlearned lessons by now will ever catch on.

“It ain't been working for us,” Smart admitted. “And it's proven again and again just like tonight (against Miami) that once we do that, we give up leads and we get behind. And then we dig ourselves a big hole and we're trying to fight, and against a team like that that's really hot, it's hard to come back.”

Part of the reason Boston keeps falling into those isolation habits is because a lot of these Celtics are good one-on-one players.

“There’s a time and a place for everything, I think,” Brad Stevens said at morning shoot-around in Orlando. “Late clock when you get it in an isolation situation that’s where we want people to really do what they do best. And I think the other reality is that we have one of the best guys in the world at doing that in Kyrie, and so obviously Kyrie has more leeway to do things like that, and I think that’s just generally playing to the strengths of your guys on your team.”

Let’s go back to the pizza analogy. Just like it’s OK to have a slice or two as a cheat meal when you’re working out regularly, It’s fine for the Celtics to get into some isolation basketball or take some mid-range shots if it’s done within an overall good offense where the ball is moving. Even in their win streak, Boston only took one fewer mid-range shot per game than their season average.

However, there’s a big difference between working the ball around, softening up a defense, and taking a mismatch off the dribble versus coming down and trying to create shots out of thin air early in the shot clock.

"It ain't been working for us, and it's proven again and again,” said Smart after the Miami game. “Once we do that, we give up leads and we get behind. And then we dig ourselves a big hole and we're trying to fight, and against a team like that that's really hot, it's hard to come back.”

“You can have every excuse in the book, that’s when you gotta use your mind,” said Kyrie Irving in Miami. “You gotta start setting screens a little bit harder, doing the little things a little better, offensive boards, being able to know that, on a back-to-back, you’re not going to have all you want. Your shots going aren’t going to fall, just gotta have that maturity going forward and we will.”

Maybe Boston’s bad habits are magnified now because of how long they lingered early in the season. Every time they resurface, fans cringe and think “oh no not this again.” The question now, though, is whether the offense we saw in Miami represents slippage, or if it’s a sign of a bigger problem lingering below the surface for Boston.

“You have a good team when you can play free together, spaced, always make the right play, but then lean on that when you need to,” said Stevens. “I think that’s one of the reasons why I’m encouraged more by our offense. Our offense was bad the other night, there’s nothing else to say about it against Miami, but in the last two months it hasn’t been so we’ll see what it looks like the nexts couple of games.”


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Ye Olde Baseball Hall of Fame voter tries again with Bonds and Clemens

As an emeritus member of the Baseball Writers Association of America, I still get to vote in the National Baseball Hall of Fame's annual election.

That's quite an honor, but in recent Decembers it became a chore because of the so-called "steroid cloud" that hovers over some candidates.

Well, I got past that last year. I finally came to realize that Hall of Fame candidates should be measured against the era in which they played - even if it happens to be a "steroid era."

If that rule applies, we can't ignore Barry Bonds, baseball's home run king (762 for his career, 73 for one season). Nor can we shun Roger Clemens (354 victories and a record seven Cy Young awards).

The same then would apply to Manny Ramirez, the best right-handed hitter I ever saw in my long career on the baseball beat.

I voted for those three last year, along with Jeff  Bagwell, long rumored to be a "steroid guy." When I revealed my votes, I took considerable  negative feedback from baseball purists.

Let us remember that Bagwell topped the voting last year, followed by Tim Raines and Pudge Rodriguez (another steroid guy?).

For the Class of 2018, my votes went to Bonds, Clemens, Ramirez, Chipper Jones, Trevor Hoffman, Jim Thome, Edgar Martinez, Fred McGriff, Curt Schilling and Mike Mussina.

Reality check: Once more, Bonds and Clemens likely will fall short of the 75 per cent needed for election. They each polled around 54 per cent last year.

Jones, Vladimir Guerrero and Hoffman likely will top the ballot, with Thome a longshot. I didn't vote for Guerrero, simply because I ran out of room for him. The Baseball Writers Association of America, which runs Hall of Fame elections, limits voters  to 10 choices on the ballot. Without that restriction, I would have voted for Guerrero, Scott Rolen, Omar Vizquel, Jeff Kent and Sammy Sosa. (Kent, by the way, might be the most underrated second baseman in baseball history).

That's it. The ballot has been mailed. Let the feedback begin.

THROWBACK HOCKEY: It's been 23 years since anyone has seen the Springfield Indians, resplendent in their 1990s green, blue and white uniforms, skating on the Civic Center ice.

Back in that 1993-94 season, there was no "Executive Perch" at the arena, as there is now. With that in mind, members of the Springfield Hockey Heritage Society have the opportunity to see this triumphant return of the Indians - actually, the present-day Springfield Thunderbirds, wearing those throwback uniforms.

That will happen Jan. 6, when the Heritage Society hosts its eighth annual "Night at the Nest" as the T-Birds take on the Providence Bruins in an American Hockey League game.

"We have a very special night planned, with great food, great friends and some legends from Springfield hockey to greet members," said Lou Bordeaux, co-founder of the Hockey Heritage Society.

Tickets for this event are available at

TENNIS TALENT: In year-end national rankings of the United States Tennis Association, former Springfield resident John Mayotte stands No. 3 in the men's 65 senior singles. Judy Van Raalte of Wilbraham holds the No. 4 spot in the women's 50 singles, and Judy Dixon of Amherst ranks No. 24 in women's 65 singles.

Mayotte, a member of Springfield's "first family of tennis," played well in several senior tournaments. Now a resident of Clarksville, Maryland, he'll be moving into the 70 division next year. In 2015, he was enshrined in the New England Tennis Hall of Fame.

Dixon, a former pro who retired in 2016 after coaching for 26 years at the University of Massachusetts, played in only two USTA-sanctioned tournaments in 2017. Based on her strong performances in those tourneys, she likely would have a much higher ranking if she had played more.

Van Raalte, a professor in the psychology department at Springfield College, is a former USTSA champion, winning the National Grasscourt 45 doubles title with Anna Zimmerman of Indiana.

BRICK WORK: After highly successful sale of memorial bricks surrounding the Parents Association monument at the entrance to Van Horn Park, a second installment of brick sales is under way.

Commitee member Mike  Borecki reports that sales will continue until Feb. 1, with a dedication ceremony set for May 19 at Van Horn.

"We're having this sale as a second chance for people who missed out the first time around (last October). So far, we have sold about 50," he said.

For more information about the brick sale, contact Borecki at mdborecki@yahoo, or at 413 351 6572.

PIONEER PROJECT: To mark the 20th year of operation for the Western  Mass. Pioneers organization, its Board of Directors hopes to put together an alumni game, to be played at Ludlow's Lusitano Stadium.

"The proposed date is July 28, though that could change," said Steve Scott, spokesman for the Board of Directors. "We need to reach out to former players. We will be having a huge party, and we'll be starting a Hall of Fame."

Pioneers alumni interested in taking part are asked to contact the organization at, or at 413 583 4814.

DECEMBER SONGS: Bill Squires of Longmeadow had a busy month, singing in public.

On Dec.  16, he performed the National Anthem at the Springfield Sting's American Basketball Association home opener. He went from there to the Springfield Thunderbirds game, where he sang the blessings for a Chanukah menorah lighting ceremony at center ice. He was accompanied by the children's chorus from Lubavitcher Yeshiva Academy in Longmeadow.

The next day, he sang a song or two for the Chanukah menorah lighting at the Longmeadow Shops.

MOOSE TRACKS: The hottest team in professional sports? That would be the Manitoba Moose, an AHL member based in Winnipeg as a farm club of the NHL's Jets.

Since a 4-1 loss at San Jose on Nov. 12, the Moose have gone 15-0-0-1, with the one blemish a 4-3 shootout loss at home against Milwaukee on Dec. 9. They won nine straight before that shootout, and six straight since.

They're back in action this afternoon, hosting San Jose with revenge in mind.

During their hot run, the Moose have outscored the opposition 74-25 while reaping 31 of a possible 32 points. For the season, they lead AHL Central at 23-5-1-2.

BEST BET for the weekend: Sea Foam, in the Damon Runyon Stakes at Aqueduct.

 Garry Brown can be reached at; his book, "Garry Brown's Greatest Hits," can be purchased at


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Severe weather alert in Northampton, Monroe, Lehigh, Carbon and Berks counties.
January 18

'Jungle Book' continues box office lead over 'Keanu' and 'Mother's Day'

For the third straight week, Disney’s “The Jungle Book” bested both newcomers and holdovers at the box office, continuing a hot streak for the Burbank entertainment giant.

The studio's retelling of the classic Rudyard Kipling story pulled in an estimated $42.4 million in the U.S. and Canada, beating analyst expectations of $30 million to $35 million. This brings the $175-million live-action and computer-generated production, directed by Jon Favreau, to $252.1 million domestically and $684.8 million worldwide.

Disney is enjoying a strong run at the box office — one that is expected to continue next week as its latest Marvel Studios picture "Captain America: Civil War" hits American theaters. The company's other 2016 blockbuster, "Zootopia," which sits in the No. 6 spot in its ninth domestic week, has grossed nearly $932 million globally so far.

Analysts say both "Zootopia" and "The Jungle Book" have a shot at reaching the coveted $1-billion mark.

"The Jungle Book" had little competition, considering the types of other films at the cineplex. Though Universal’s “The Huntsman: Winter’s War” was expected to be a major blockbuster, following last week’s less-than-stellar debut, the part-prequel, part-spinoff took in $9.4 million this week. Good enough for second place, the $115-million picture has grossed $34 million domestically and $131 million worldwide.

As for new releases, Warner Bros.' “Keanu,” Open Road’s “Mother’s Day” and Focus Features’ “Ratchet and Clank” debuted this week.

“Keanu,” starring comic duo Keegan-Michael Key and Jordan Peele from Comedy Central's "Key & Peele,” barely missed the second-place spot, also pulling in an estimated $9.4 million. Though analysts projected a gross of up to $15 million, the studio’s expectations were more modest, at about $10 million.

Key and Peele play friends trying to save a stolen kitten in the R-rated action comedy. Peele teamed with "Key & Peele" collaborator Alex Rubens to write the screenplay, which is also directed by the show's Peter Atencio.

Audiences and critics appear relatively pleased with “Keanu.” Moviegoers gave it a B grade, according to polling firm CinemaScore, while a solid 75% of Rotten Tomatoes critics rated the film positively.

The feature, in partnership with New Line, cost $15 million to make.

The romantic comedy "Mother's Day" landed in fourth with $8.3 million, about $2 million less than analyst predictions. Banking on a primarily female audience, the film has an all-star cast including Jennifer Aniston, Julia Roberts, Jason Sudeikis, Kate Hudson and comedian and talk show host Loni Love.

Directed by Garry Marshall, the picture drew very different responses from audiences and critics. The movie earned a B-plus CinemaScore despite a horrific 8% rating on Rotten Tomatoes.

In fifth place was Warner Bros.’ “Barbershop: The Next Cut.” The Ice Cube led comedy pulled in another $6.1 million for a domestic gross to date of $44.7 million in its third week.

Pulling up the rear of new releases was “Ratchet and Clank.” The animated big-screen version of a popular Sony PlayStation game hauled in an estimated $4.8 million, well below analysts’ highest expectations of $10 million.

Though audiences gave the cartoon a B CinemaScore, only 19% of Rotten Tomatoes critics liked the film.

As previously mentioned, next week seemingly belongs to “Captain America: Civil War.” With no other major releases, and an already impressive $200.2 million from international markets, the Marvel picture will surely dethrone “Jungle Book.”

Get your life! Follow me on Twitter: @TrevellAnderson.

Copyright © 2019, The Morning Call


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Tournaments and Golf Outings

McCormick Ranch Golf Club is the perfect venue for casual golf groups, charity golf events, and corporate outings. Whether you want to just have some fun in the sun with your friends or play for high stakes, let our service-oriented, professional staff handle the logistics of your tournament. Located just five minutes from the 101 between Scottsdale Road and Hayden Road, McCormick Ranch is easy to get to from anywhere in the Valley, and we pride ourselves on being Arizona’s premier tournament venue.

McCormick Ranch Golf Club would take great pride in hosting your event. With 36 holes, McCormick Ranch can accommodate groups of 16 players to 600 players. Please fill out a tournament inquiry form below, and a member of our golf shop staff will get back to you promptly.

Tournament services at McCormick Ranch include: green fees, cart fees, range balls, cart tags, personalized scorecards, bag handling, and contest holes. Additional services that can be added on to your event include items off of our highly customizable golf catering menus, gift certificates, and golf shop merchandise.

From breakfast to dinner, our golf catering menus have got your group covered. Choose between hosting your pre or post-golf tournament party in our acclaimed West Lawn Pavilion, Lakeview Room, Dining Room, Lounge, or Patio. Each venue has breathtaking views of Camelback Mountain.

Request a Golf Outing or Tournament

Please only submit requests for groups of 16 or larger.  Click here for tee times for groups of 15 or less.

* Required Field

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Call McGarr Solicitors on: 01 6351580

Home » Blog » Contract Law

The Harley Medical Group

This post concerns a matter returnable before the Irish High Court on 8th April 2013.

A company named The Harley Medical Group (Ireland) Ltd. has applied to the court for an order compulsorily winding up the company. McGarr Solicitors, by order of the court, has been made a notice party to the application and has received copies of the application with its grounding affidavit and exhibits.

We are notice parties because we act for a number of women fitted in Ireland with PIP breast implants. These breast implants, notoriously, are substandard. They contain industrial grade silicone rather than medical grade silicone. They were manufactured in France but supplied to consumers in many jurisdictions.

One of the main suppliers in Ireland of PIP breast implants trades or traded as The Harley Medical Group from 5 Herbert Place, Dublin 2.

The Harley Medical Group is a trademark registered in the UK. It is owned by The Harley Medical Centre Ltd., a UK registered company, now in liquidation. The jurisdiction of that liquidation is the UK.

The Harley Medical Group (Ireland) Ltd. is a company formed in the British Virgin Islands and with its registered office there.

In its application to the High Court, it is, effectively, claiming that its “centre of main interest” (“COMI”) is Ireland. Specifically, it claims that it, (and, by implication, not The Harley Medical Centre Ltd.) was the supplier of services, (and PIP breast implants), to Irish women, from 5 Herbert Place Dublin 2.

It is not possible for us to disclose, in this post, our intended response to the application to the High Court.

However, we understand that the Court has directed the applicant company to disclose details of the insurance cover it had for claims such as those made by Irish women fitted with PIP breast implants.

We share the Court’s concern and interest in that topic and expect, in due course, to report our full response to the application, under the privilege attaching to court reports.


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Call McGarr Solicitors on: 01 6351580

Home » Blog » Archives for Dervila McGirr

Author Archives: Dervila McGirr

Privacy, “On the usual terms”

A small boy investigating poses little risk to privacy

When a Plaintiff makes a claim for personal injury it has become commonplace for representatives of the insurance industry to demand, and expect, access to the private medical records of the Plaintiff without limiting their requests in terms of relevance or time. In some cases they simply include a “helpful” authorisation form for the Plaintiff to sign so that they can access all records directly from every medical attendant the Plaintiff has ever attended. If the Plaintiff complies with this request […]


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$1.2 M for McGill from CFI John R. Evans Leaders Fund

McGill Newsroom

To support six research projects in fields from neuroscience to food safety and Arctic ecosystems

On April 15, the Canada Foundation for Innovation (CFI) announced a new round of research investment that is bringing $1.2 million to McGill. In total, six McGill research projects will be funded, covering subjects ranging from the creation of a mobile ecology lab for the study of Arctic environmental change to studying the underlying processes behind the pain that comes from doing physical exercise.

These grants are among a total of 94 projects being funded at 33 universities across Canada by the John R. Evans Leaders Fund, a funding source administered through the CFI by the Government of Canada with the intent of attracting and retaining top researchers from around the world. This round of grants awarded by the John R. Evans Leaders Fund amounts to a total of nearly $20 million.

“When researchers are equipped with the right tools, they can make the kinds of discoveries that improve our environment, economy and wellbeing. Investments like the one announced today will increase our capacity for innovation and discovery, as well as benefit Canadians for generations to come,” said Minister of Science Kirsty Duncan, who made the official announcement at Carleton University.

“We are grateful to the Canadian Foundation for Innovation for its continued support of ground-breaking research here at McGill and across Canada,” said Rosie Goldstein, McGill’s Vice Principal of Research and International Relations. “The latest McGill projects funded by the CFI will go toward research in neuroscience, Arctic ecosystems, food safety, physical pain, cybersecurity, and new MRI technology. These innovative projects are a source of great pride for McGill.”

McGill’s six recipient projects are:

  • “A novel foodomics approach to chemical food safety: application to fish and seafood.” Led by Prof. Stephane Bayen, Department of Food Science and Agricultural Chemistry, Faculty of Faculty of Agricultural Environmental Sciences. Grant amount: $180,000
  • “A mobile physiological and movement ecology lab to study Arctic environmental change.” Led by Prof. Kyle Elliott, Department of Natural Resource Sciences, Faculty of Agricultural and Environmental Sciences. Grant amount: $140,000
  • “Basic infrastructure for data mining in cybersecurity and privacy.” Led by Prof. Benjamin Fung, School of Information Studies. Grant amount: $59,609
  • “An MRI Platform for neurometabolic imaging.” Led by Prof. Richard Hoge, Department of Neurology and Neurosurgery, Faculty of Medicine. Grant amount: $744,755
  • “An integrative cognitive neuroscience facility for investigating autobiographical memory.” Led by Prof. Signy Sheldon, Department of Psychology, Faculty of Science. Grant amount: $78,000
  • “Exercise-evoked pain: Underlying processes, clinical predictors and effective interventions.” Led by Prof. Timothy Wideman, School of Occupational and Physical Therapy. Grant amount: $60,000

Contact Information

Chris Chipello
Media Relations Office - McGill University
christopher.chipello [at] mcgill.ca
Office Phone:


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SUBJECT: A Note on the Future of Santa’s Workshop

Ho, ho, ho, North Pole Community,

Part of the key to our success every year is our ability to adapt to the times in which we live. The Workshop of today would have been almost unimaginable to us one hundred years ago. For starters, we switched from an artisanal model to a more efficient assembly line structure. Wooden train output tripled almost overnight as a result, and we finally achieved consistent shaping standards for our hoop-and-stick game. No longer would we find children trying to push a tin rectangle down the street. Not to mention, after eons of beseeching, we finally heard your requests, and now every workbench is outfitted with a cushioned stool. You’re very welcome.

It is only through flexibility and constant self-assessment can we continue on this road of success, and with that in mind, I am very excited to announce some new changes that you’ll see coming to the North Pole in the following year. First, we will be undergoing a significant redefinition of roles and a restructuring of internal organizations. Now, what does this mean? For many of you, this means that we will be empowering you to take on more of a leadership role in your duties as you transition from mainly building toys to managing vendor workflows of toy development.

Going forward, all toy production will move off-site to our new vendor partner, Assemblia. The elves will work closely with Assemblia in these first few weeks in order to train their off-site teams in toy construction best-practices. Following this transition, elves formerly in charge of toy creation will begin monitoring production calendars and tracking budgets as they shepherd our new partners through the toy construction process. I invite you to read the attached PDF for further details on this new workflow, and I ask you to join me in welcoming everyone at Assemblia to the North Pole team. I know we have a great relationship ahead of us.

Now, this transition may come as a surprise to a number of you, but we face a great many challenges in today’s modern world that require a change of course. I myself am no stranger to change. When Krampus was scaring the crap out of Bavarian children, I orchestrated a concerted campaign to soften our image. And after the Spanish Inquisition was established at the end of the 15th century—well, it goes without saying that there was an influx of new converts to account for, and boy did they need cheering up. These were not easy tasks by any means, and the measures we’re setting forth today may prove similarly difficult at times in the weeks and months ahead. However, if we wish to retain Santa-credulity rates at where they stand now, before we have a full-blown crisis on our hands, we need to take dramatic action.

I want to take this opportunity to assuage any fears that outsourcing our toy production will result in a loss of quality control. I have nothing but the utmost confidence in the ability of both our new partner, Assemblia, as well as in all of you, to continue to deliver the finest of Christmas presents to the children of the world, from the easily swallowable component pieces to the barely registered, shiny red bows.

In streamlining our internal structures, there will be some job losses, unfortunately. However, these losses do not come as a result of cutting back, but instead as a product of reinvestment in the future of our organization. We wish to refocus our resources toward market research and toy ideation, and the key to accomplishing that goal is to free up your schedules so you can spend less time assembling toys and more time out in the field. We need you to conduct focus groups with children at our mall outposts, so we can find out what our target audience wants and stay on the cutting edge of holiday cheer. We don’t want to fall behind Hanukkah in the Jack-in-the-Box gap.

I am also very pleased to announce our new project to design and create a Naughty-or-Nice digital database. Soon, we will be able to easily cross-reference a child’s actions from the previous year with those of years prior, and, thanks to metadata tagging, we will be able to gather demographic and geographical information on the prevalence of certain sins. Now, after years of speculation, we will be able to definitively prove whether Duluth, MN is the wet-willy capital of the world. This development has been a long time coming, and I am excited to see the North Pole finally enter the 21st century.

I do regret to bid farewell to my beloved reindeer. Dasher, Dancer, Prancer, Vixen, Comet, Cupid, Donner, and Blitzen, please know that your generosity and sacrifice will provide glue for countless toy dumptrucks. Well, not countless. About seven.

We have faced hard times before. We all remember that foggy Christmas eve back in ‘39. Many of us worried that the extreme weather conditions would prevent us from making our toy delivery on time. But thanks to clever, out-of-the-box thinking, we brought in Rudolph on a term-of-contract at the eleventh hour, and with his nose so bright, he successfully guided our sleigh that night. I am writing to tell you now, we shouted out with glee then, and we will shout out with glee again.

I look forward to further discussing these changes with all of you next month during our annual retreat in sunny Antarctica.

Merry Christmas to all, and to all a good night,


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UNIJOS Pre-Degree (Remedial) Admission Form 2018/2019

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UNIJOS Pre-Degree (Remedial) Admission Form 2018/2019 – UNIJOS Pre-Degree Form – The management of the University of Jos (UNIJOS) is now selling the application forms for admission into its pre-degree sciences programme for the 2018/2019 academic session is out.

UNIJOS Pre-Degree Admission Form 2018/2019.

The management of the University of Jos (UNIJOS) is inviting suitably qualified candidates for admission into its 2018/2019 academic session PRE-DEGREE SCIENCES PROGRAMME.

Candidates Eligible for UNIJOS Pre-Degree Programme.

Candidates must possess WASC/SSCE/NECO/GCE ‘O’ LEVEL results or its equivalent in the following Subjects: Mathematics or Further Mathematics, English Language, Chemistry, Physics and either Biology or Agric Science or Geography or Technical Drawing or Fine Art to be eligible for admission.

UNIJOS Pre-Degree Science course is strictly for science students, who want to study Medicine, Pharmacy, Nursing, Veterinary Medicine, Education, Medical Lab Science (MLS), Biochemistry, Science Lab Technology (SLT), Computer Science, Engineering, Agriculture or any single honors Degree course in Faculty of Natural Sciences and other science disciplines.

How to Apply UNIJOS Pre-Degree Form

Application forms are available online on the University Website: upon payment of the sum of Ten Thousand Naira (N10, 000.00) only through Remita.

Stage One:

To generate remita number, log into

  1. Click ‘pay Federal Government Agency’.
  2. Enter University of Jos
  3. Select “Remedial Science” as name of service/purpose.
  4. Enter the following:
    • Level: – 001
    • Amount: – N10,000.00
    • Department: – Remedial Science
    • Faculty: – Remedial Science/French program.
    • Session: – 2018
    • App. No/Matric/JAMB/Form No: RS 2018
    • Payer’s Name: – e.g. Abiola Ahmed Okonkwo
    • Payer’s email: –
    • Payer’s Phone No: ____________

Payment of N10,000 can be from Remita Site: Choose your preferred payment option i.e. ATM mobile wallet, verve, visa or master cards etc and use the RRR number to pay or visit any Bank and pay N10,000.00 using the RRR generated from

Stage Two:

  1. To complete the admission form, Applicant should visit the link;, look for application forms, click create account and select Remedial Science and enter all fields required using a valid e-mail address and password. After creating the account, applicants should log in again to look for ‘application forms’ and then click ‘continue registration’.
  2. The applicant enters details of payment for purchase of the application form which should include:
    • RRR Number (Remita Retrieval Number)
    • Amount paid = N10,000.00
    • Transaction Date:
  3. The applicant MUST click the “SUBMIT” button to submit the completed application form online and waits for confirmation SMS and or email for successful application.
  4. On receipt of the confirmation SMS and or email, the applicant logs in with his/her account/details or e-mail and personal address to view his/her completed application and print a copy for reference purpose.

In case of inquiry contact the Head of Department of Remedial Sciences, University of Jos on phone Number: 08036843775 or The Secretary, Department of Remedial Sciences on 08033661070).

Application Deadline: 31st January, 2019.

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Facial Asymmetry Surgery Overview

Facial Asymmetry Surgery Overview

Nothing in nature is perfectly symmetric. All faces have some degree of asymmetry. However, more pronounced asymmetry may become bothersome and in severe cases, are indicative of an underlying syndrome. Facial asymmetry can result from congenital problems, trauma, or a prior surgery or treatment.

In some cases, asymmetry may affect not only the form, but also the function of your eyes, nose, and mouth. Often, the lower jaw is uneven with the rest of the face, which may be corrected with orthognathic surgery. Other problems may include cheek retrusion (backward displacement), eye displacement, eyebrow lowering, forehead and brow bone protrusion, or retrusions and nasal deviations.

Your plastic surgeon, in coordination with any other specialists needed, will examine your facial structure and carefully create a plan to reposition bones to create a more symmetrical appearance. Our surgeons are experts in both aesthetic and reconstructive surgery and frequently employ techniques from both areas to achieve optimal results for facial asymmetry.

Planning and Recovery

What to Expect

Your doctor will make a thorough examination of your face, using photos and imaging for diagnosis and treatment planning. Together, you’ll discuss in detail your doctor’s recommendations and suggested treatment process. Depending on the issues to be corrected, multiple surgeries may be needed to achieve the desired results. Correction may require moving bone (osteotomy), adding bone (bone graft), adding a facial implant (alloplastic implant), reducing bone, adding soft tissue, or reducing soft tissue (through liposuction) to create a more symmetrical result. Fat grafting may also be helpful in improving soft tissue results.

Because of the myriad of tools that can be used, it’s important that you see a surgeon who is skilled with all techniques so that your treatment isn’t limited by a particular set of tools or approaches. In many cases, your surgeon will work with other specialists to carefully plan treatment both before and after surgery.

On the day of the procedure, you will receive anesthesia through an IV. The specific approach will depend on the procedure(s) being performed and may include changes in the forehead, eyebrows/brow bones, ears, eyelids, nose, cheeks, lips, chin, jawline, or neck.

Recovering After Facial Asymmetry Surgery

Depending on how extensive the surgery is, you may return home the same day or spend a night or two in the hospital. You’ll return home with instructions and medications from your doctor. Swelling and bruising after surgery is normal. Swelling and pain will typically peak a few days after surgery, and then resolve within a few weeks.

Ready to take the first step?

Request an Appointment

Frequently Asked Questions

You may be a good candidate if:

  • You’re physically healthy
  • Your expectations are realistic
  • You understand the risks that come along with surgery
  • You’re unhappy with your face’s proportion or balance
  • You experience functional impairments because of your face’s asymmetry
  • Because each facial asymmetry surgery is highly unique to the individual, costs vary based on your specific needs. Insurance coverage may be available when your insurance carrier determines the procedures to be medically necessary to address deformities or functional problems.

    When you come in for your consultation visit, we will be better able to discuss fees in detail with you. Our staff will also review the financing options available and help with insurance approval questions.

    Yes, asymmetry may be mild, moderate or severe:

  • In the mildest cases, dermal fillers alone or combined with fat grafting, may be a reasonable strategy for correcting asymmetry. However, in almost all cases, both the skeletal and soft tissues are contributing to the problem, which ultimately requires skeletal solutions. Attempting to correct facial asymmetry with soft tissue fillers alone may improve volumetric symmetry, but will likely result in a soft, doughy appearance.
  • When the asymmetry isn’t severe enough to warrant moving the jaw bones, facial implants may be used. These can be placed in the cheeks, the lower jaw, or the midface. In many cases, the underdeveloped side is a combined skeletal and soft tissue deficiency, and a mild disparity in size with normal contours and texture may be preferable over a “symmetric” skeleton with an angular appearance on one side and a soft tapered appearance on the other. In cases of moderate to severe lower jaw asymmetry, for example, it’s recommended to reduce the size of the implant and use fat grafting over the implant to create the optimal contour and texture of the face. For people with moderate cheek asymmetry, an implant is usually used to recreate symmetry and fat used to reestablish soft tissue volume, thereby enhancing a natural appearance. Fat grafting can be performed at the initial surgery and repeated as necessary in the office under local anesthesia. To minimize surface irregularities, it is important to layer the fat deep to lift the overlying normal tissue rather than add the fat superficially.
  • For severe asymmetry, jaw movement surgery (orthognathic surgery), jaw reduction, or augmentation surgery or chin surgery may be needed. Moving the upper and lower jaws into a symmetric position may be the most powerful tool to correct severe facial asymmetry, but for those who don’t want to undergo surgery of this magnitude, camouflage procedures using facial implants and fat grafting can create an improvement in facial symmetry through less invasive techniques. When large asymmetric movements of bone occur, the soft tissue response is unpredictable and doesn’t necessarily translate into soft tissue symmetry despite underlying skeletal symmetry. Fat grafting may be considered at the time of surgery in areas where soft tissue asymmetry is anticipated or as part of a revision procedure after swelling resides and soft tissue asymmetries become evident. Asymmetry of the chin has a profound impact on the symmetry of the face. In many cases, severe asymmetries can be significantly improved by centering the chin’s position and feathering the edges with fat grafting.
  • As with any surgery, facial surgery does pose some risks. These risks include:

  • Anesthesia complications
  • Bleeding
  • Bruising
  • Damage to bone, eyes, ears, nose, teeth, or gums
  • Infection
  • Nerve damage
  • Numbness
  • Pain
  • Swelling
  • Additional surgery to address complications or unanticipated anomalies in healing
  • Insurance coverage is often available when your insurance carrier determines the procedures to be medically necessary to address deformities or functional problems. It is always best to discuss coverage with your insurance carrier and the steps necessary for approval. Our office will assist you with the paperwork needed for pre-approval.

    If you’re exploring options for insurance coverage, you may need to request a referral from your primary care doctor, depending on your health insurance plan. Check with your carrier to see if medical coverage is an option for you and, if so, whether a referral is required.

    Meet Our Team of Facial Plastic Surgeons


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What we're about

The CFIA is a unified national voice for crowdfunding in Australia.

We represent causes, projects, and entrepreneurs working on the next big thing. We're also investors growing profitable portfolios, and platforms bringing causes, entrepreneurs and investors together. We are the crowd, helping Australians achieve amazing things.

The Sydney chapter of the CFIA brings energy and passion for crowdfunding, and a regular opportunity for members to network. CFIA events also attract some of the most influential people in crowdfunding as guest speakers, panelists, and presenters.

Join us, get involved, and see how mighty the crowd can be.

Past Events

CFIA National Crowdfunding Conference

Abercrombie Bld Sydney University

3 Steps to an Awesome Crowdfunding Campaign

Hall Chadwick

Annual CFIA Conference

Dr Chau Chak Wing Building

Crowdfunding for Growth

Aeona Co-Working Space

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Melbourne Primary School

Melbourne Primary School

The School Day

Session times

The school day begins for all children at 8.50 a.m. It is very important that children arrive at school punctually and we ask you to make every effort to ensure that your child is at school before 8.50am. Please note that we cannot take responsibility for children before 8.40am.

On days when the weather is inclement, we open the doors early so that children can go straight into school. Children who arrive late should be escorted and report to the school office to ensure that our registers are correct. To ensure your child’s security, the gates at the side of the school will be locked from 8.55a.m. to 3.10p.m.

School commences 08.50am

Morning break 10.30am

Lunch 12.00 - 13.00pm

Afternoon break 2.30pm

School finishes 3.30 pm

Melbourne Primary School
Melbourne, York, East Riding of Yorkshire
YO42 4QE
01759 318369
Email us


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Resident Trainers

  • Round Meadow Farm
    • Round Meadow Farm is a full service hunter, jumper and equitation training stable specializing in creating individual programs tailored to meet our client's needs. Round Meadow Farm offers training from Short Stirrup to Grand Prix, with a focus on fostering the relationship of the horse and rider along the way to meeting their goals.

      Nicole M. Bloom
      Round Meadow Farm, LLC.
      Stable: (650) 325-0196
      Facsimile: (650) 325-0197

  • Breakwell Stables LTD
    • Breakwell Stables LTD specializes in preparing riders of all levels to be competitive in the jumper, hunter and equitation rings by providing experienced coaching and horse care from our friendly and dedicated staff.

      Peter Breakwell
      650-255-3710 - mobile


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Agustin Carstens, the vanguard example of a central banker, recently reignited the long standing debate surrounding the validity of crypto by imploring young people to “stop trying to create money,” as such cryptocurrencies, per him, are “ponzi scheme[s]” that will “fail dramatically.”

BIS Bustin’ Bitcoin

As expected, the comments from the Bank of International Settlements head have elicited highly emotional responses from both the cryptocurrency community and a raft of nocoiners.

For the rest of the article, click here:  The Whales of the World’s Biggest Shitcoin? Examining BIS vs. Crypto