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Large private companies subject to new corporate governance and strategic reporting requirements
Friday 6th July 2018
New corporate governance rules and reporting requirements are set to apply for financial years beginning on or after 1 January 2019.
Draft regulations were laid before Parliament on 11 June 2018, requiring companies that have either:
- more than 2,000 employees; or
- a turnover of more than £200 million and a balance sheet total of more than £2 billion
to prepare a statement of corporate governance in addition to its yearly directors report. Along with a further strategic reporting requirement, requiring companies to include a section 172(1) statement in its strategic report.
What are the new requirements?
A "Statement of Corporate Governance Arrangements"
This statement must be made alongside a director's report, stating:
- which corporate governance code, if any, the company applied in the financial year;
- how the company applied that code;
- if the company departed from that code, how this was done, and why; and
- if no corporate governance code was applied, the statement of corporate governance arrangements must explain the reasons for this decision, and outline what arrangements for corporate governance were applied.
The most appealing and what is expected to be the most commonly chosen corporate governance code will be The Wates Corporate Governance Principles for Large Private Companies. A draft set of principles was prepared and they will be finalised before the end of this year. The principles provide a concise code of practice for companies required to report on its corporate governance.
A section 172 Companies Act 2006 Statement
A statement outlining how the directors have regard to the matters set out in section 172(1) (a) to (f) when performing their duty under section 172. I.e. a description of the ways in which the directors promote the success of the company. This statement must provide a meaningful description, and disclosures of information in consideration of the section 172 duties.
What needs to be done?
Both statements must be made available on the company website.
For the "Statement of Corporate Governance Arrangements", companies should consider the choice of codes, and identify which is most appropriate.
For the section 172 statement, companies must ensure its directors are aware of section 172. And look out for the Financial Reporting Council's revised guidance on how to prepare the report.
For more information on the new requirements, or corporate matters generally, please contact John Quinn or Rupert Gill.
Author: Rupert Gill
High Court rectifies Share Purchase Agreement and Disclosure Letter to reflect parties' "common intentions"
Monday 14th May 2018
In the recent case of Persimmon Homes –v- Hillier and others [2018], the High Court took the unusual step of rectifying the terms of a completed share purchase agreement (and related disclosure letter), in order to give effect to what the court believed to be the parties' common intentions at the time of the deal, having regard to the nature of their pre-completion negotiations.
Persimmon Homes ("the Claimant") had sought to acquire a site in Felbridge, West Sussex ("the Site") which it had identified as being suitable for development. The Site was split into a number of separately registered parcels of land. These parcels of land were variously subject to options to purchase granted in favour of a number of companies (each of which were owned by the Defendants).
As the Defendants did not own the legal title to any land at the Site (and so could not transfer the land at the Site to the Claimant), the parties instead entered into a share purchase agreement ("the SPA") in October 2012 for the Claimant to acquire the companies which held options over land at the Site ("the Target Companies"). Once it had acquired control of the Target Companies, the Claimant would (it believed) be able to exercise the options to acquire the whole Site and commence its planned development works thereafter.
However, following completion it transpired that the Site comprised two further parcels of land in addition to those optioned to the Target Companies ("the Additional Parcels"). The Additional Parcels were optioned to another company under the control of the Defendants, but which had not been acquired by the Claimant under the SPA. Unfortunately for the Claimant, the Additional Parcels constituted the only means of accessing the Site from the road (and thus were of critical importance to the Site's viability as a development site). The Additional Parcels were, in effect, a 'ransom strip' retained by the Defendants.
The Court's View - Caveat Emptor?
The Claimant brought court proceedings, arguing that the pre-completion negotiations showed that the parties envisaged that the Claimant, as an obvious commercial point, wanted to acquire options over the entirety of the Site. The Claimant submitted, therefore, that the omission of the Additional Parcels from the SPA was a common mistake made by both parties which was suitable for amendment under the equitable doctrine of rectification. The Defendants contended that the purchase price of circa £35m offered by the Claimant for the acquisition of the Target Companies indicated that the Claimant could not have intended the offer to include the Additional Parcels. The Defendants further contended that the Claimant had simply misunderstood the offer, which was that the Additional Parcels were 'available for purchase, but were not included in the present deal'.
On balance, however, the court was convinced by the Claimant's argument that a mistake had arisen, and therefore stated its willingness to rectify the SPA. It took the view that the SPA should be amended to expressly state that the Additional Parcels formed part of the Site (which hitherto had been described in unusually vague terms). Making this amendment would prima facie place the Defendants in breach of a warranty that they had given under the SPA, which stated that the Target Companies had "good and marketable title" to the entirety of the Site. The inclusion of the Additional Parcels into the definition of the Site rendered this warranty inaccurate, providing the Claimant with ground to sue the Defendants for damages arising therefrom.
However, the court was now faced with a further issue, which related to the Defendants' Disclosure Letter. A disclosure letter is a document commonly delivered to the buyer upon completion of a share purchase agreement, under which the seller discloses any inaccuracies in the warranties given under the main agreement (thereby removing a buyer with grounds to sue it in respect of such inaccuracies).
Within their Disclosure Letter, the Defendants had made a 'specific disclosure' against the abovementioned warranty, stating that the Target Companies did not in fact have "good and marketable title" to the Site, because technically the Target Companies actually only had options over the Site ("the Specific Disclosure"). Had the court allowed the Specific Disclosure to stand, then the Claimant would have been unable to recover from the Defendants for breach of warranty in any event, given that the Defendants had qualified this warranty by stating that it was, essentially, wholly untrue.
The court therefore deemed that it would be appropriate to also rectify the wording of the Specific Disclosure so that it stated only that the Target Companies "did not have good and marketable title to the Site (as they only had options to the four parcels therein)".
The effect of the two rectifications was that that:
- The Defendants were now giving a warranty under the SPA that they had good and marketable title to the entirety of the Site (including to the Additional Parcels) (the "Rectified Warranty"); and
- The Defendants were now giving a specific disclosure under the Disclosure Letter that they did not in fact have good and marketable title to four parcels of land at the Site (but made no mention of their title to the Additional Parcels) (the "Rectified Disclosure")
Accordingly, the Rectified Warranty was inaccurate, and was not qualified by the Rectified Disclosure, meaning that the Claimants had a clear cause of action against the Defendants for breach of warranty.
This is an interesting case, as the courts are generally unwilling to interfere in commercial agreements made between sophisticated parties such as the Claimant and Defendants here. The case highlights that the courts are willing to utilise their powers in order to 'do the right thing' where they are convinced that a clear mistake has arisen in the drafting of the documentation such that it does not stack up with the perceived pre-contract intentions of the parties.
It is worth noting that, although the Claimant was partially successful (in that the court rectified the SPA such that it had a subsequent claim for breach of warranty), it did not actually have the Additional Parcels transferred to it (an outcome which would have rendered the Site viable for development). This would have required the company which owned the Additional Parcels to be made a party to the SPA. The court was unwilling to do this given that, although it was under common ownership with the Target Companies, this company had not technically been a party to the negotiations in respect of the Site.
The case is a timely reminder for parties to corporate transactions of any size of the potential pitfalls of failing to undertake a rigorous due diligence process in respect of a target company. It is essential that the parties and their legal advisors work collaboratively to ensure that details of the target company and its assets are made available to the buyer promptly, so that the buyer may conduct its investigation of the same in order to gain an understanding of exactly what it is buying. A buyer's legal team should be able to call upon a wide range of expertise to ensure that their due diligence investigation is effective and that complex issues such as the above are 'flushed out' in good time prior to completion, allowing them to negotiate the inclusion of adequate protections for their client in respect of the same within the transaction documentation.
For more information on the topic please contact Alex Thow on 0151 600 3159 or via email.
Author: Alexander Thow
Changes to tax treatment of PILONs with effect from 6 April 2018
Tuesday 27th March 2018
From 6 April 2018 a new regime will apply to payments in lieu of notice (PILONs) paid on termination of employment.
The basic pay that an employee would have earned (had they worked their notice in full) will be subject to income tax and NICs.
The £30k tax-free exemption will no longer apply to PILONs, and the tax treatment of such payments will therefore no longer depend on whether a contractual PILON exists.
Employers will need to calculate the employee's "post-employment notice pay" to determine what part of a termination payment is subject to income tax and NICs under the new rules. Only basic pay is to be taken into account in the calculation, such that overtime, bonuses and commissions, etc. can be ignored. The £30k exemption is being retained (for now) however its scope has been significantly restricted (statutory redundancy payments will, for example, continue to benefit from the £30k exemption).
It has recently been confirmed by HM Revenue & Customs that the new rules will only apply to payments made on or after 6 April 2018 in relation to an employment which itself is terminated on or after 6 April 2018 – there had been some confusion about the exact start date.
Although billed by the Government as being a measure to "clarify and tighten" the tax treatment of termination payments, the only winner appears to be HM Treasury – employees will typically suffer a higher income tax charge and employers will become liable for employer's NICs (although who effectively picks up the cost of this will no doubt form part of the negotiation process).
Given the changes, and issues surrounding post-termination restrictive covenants, it would seem to make sense to always include contractual PILONs in employment contracts going forwards.
For more information on this topic, please contact Mark Whiteside on 0151 600 3269 or via email.
Author: Mark Whiteside
2018 Private Equity Review and Predictions
Monday 19th February 2018
Following on from our Private Equity predictions for 2017, our Private Equity and Venture Capital team reflect on activity over the previous 12 months and give their predictions for 2018:
2017 was a strong year for fund managers raising new funds, globally Private Equity funds raised over $450bn, with $1 trillion now available to pour into companies (Reuters). Regionally, both Mercia and Spark Impact closed new funds, while pre-budget concerns of a potential tightening of EIS and VCT led to an early bump to fund raising, as investors attempted to invest money ahead of any rule changes. 2017 also saw new entrants into the North West market, with Waterland Private Equity establishing their first UK office in Manchester and completing their maiden investment (investing into Gas Tag Limited).
and 2018 will continue to be a strong year for the raising of new funds, supported by continued strong interest in PE funds generally and the Government's commitment to make available a further £2.5 billion to the British Business Bank, to establish and cornerstone new funds.
Private Equity remained active acquirers through 2017, with strong buyout activity (up by 27% year on year), contributing to an increase in deal multiples (the typical multiple of profit that a buyer is will to pay to acquire a company).
and deal multiples will continue to increase in 2018, strong demand from both Private Equity and trade acquirers has already driven multiples to pre-2008 levels and the market shows no immediate signs of slowing. 2018 is therefore likely to prove an attractive time for shareholders to consider exploring exit and cash out opportunities.
VCT and EIS funds will become more active in the early stage funding market, as new "principle based" tests on risk to capital are introduced, to dissuade such funds from investing in safe established businesses. This, coupled with a continued focus by the Government on easing the gap for equity finance between London and the regions (such as through the establishment of a new regional angel funding initiative by the British Business Bank), will make 2018 a strong year for early stage SMEs seeking investment.
Funding from business angels will become an increasingly prevalent source for finance by SMEs, supported by the British Business Bank's new regional angel initiative, the UKBAA's continued work to support angel hubs and Brabners own collaboration with Tech North to establish and support a northern tech angel community. We expect the northern angel ecosystem to continue to develop over the course of 2018.
Predictions contributed by Paula McGrath, Andrew O'Mahony and Daniel Hayhurst
Author: Daniel Hayhurst
Buying a pharmacy: Key issues to consider
Monday 2nd October 2017
Ahead of this year's Pharmacy Show at NEC Birmingham, our corporate law and pharmacy transaction specialist, David Seddon, takes a look at some of the key issues you may need to consider if you are looking to buy a pharmacy.
Obtaining Specialised Advice – Candidly, there is no substitute for securing both early and quality legal advice from a law firm which specialises in buying and selling pharmacies. As with any business purchase, the process can be demanding and pressurised and various legal and regulatory pitfalls await the unwary or unprepared. Obtaining specialised advice from an accountant who also understands the sector is an important consideration.
How much can you afford to pay? - Knowledge of your resources and what might be available from a lender will be key to purchase negotiations and paying the right price for the pharmacy. Financial projections are also be important; both to satisfy the requirements of your lender (if any) and to understand how the new pharmacy will fit into your existing financial modelling.
Due Diligence – Due diligence is fundamental in any transaction and the purchase of a pharmacy is no exception. If properly conducted, it allows the buyer to check the health of the target business and to identify the business potential with a review of historic prescription sales and trends. Professional advice should be sought to ensure that you have identified all potential issues, so that these can then be dealt with before becoming too immersed in the transaction.
Fitness to Practise - Pharmacies are required to provide a Fitness to Practise declaration to NHS England before they can provide NHS services. As this is the backbone of a dispensing pharmacy, it is important to check there are no problems in satisfying these requirements before committing to buying a pharmacy.
Financing the Acquisition – Finance for pharmacy acquisitions is ordinarily obtained through either a pharmaceutical wholesaler or a bank. Should you opt for bank finance, make sure that you deal with that bank's specialist healthcare team. We are well known to all the funders (who are happy to work with us as we understand their requirements) and can put you in contact with the right people, if required.
Structure of the Transaction - In the early stages of the negotiations, it will be decided whether the transaction will be a purchase of assets or shares. Where the pharmacy business is owned by a company, you will have the choice of buying: (i) the whole company, by acquiring its shares from its shareholders, or (ii) all or some of its assets, which may include the premises (freehold or leasehold), NHS contract, goodwill, staff and stock. If the pharmacy business is run by a sole trader or a partnership, then there will be no shares to buy and an asset purchase will be your only option. The advantages and disadvantages of both purchase methods, including the tax implications, should be discussed in advance with your solicitor and accountant.
- Pharmacy Premises – If a property is included in the assets being acquired, then the early use of a surveyor is vitally important. Your solicitors should also investigate the seller's title to the property, to ensure (amongst other things) that it is free from mortgages or restrictions and can be legally used as a pharmacy. The GPhC will need to be notified of a transfer of ownership of any pharmacy premises within 28 days of the transfer of ownership taking place.
Members of our pharmacy team will be attending the Pharmacy Show at the NEC Birmingham on 8th & 9th October 2017. We will be exhibiting at Stand PG31. Richard Hough, a pharmacist and lawyer, who is head of our pharmacy team, and David Seddon, a specialist pharmacy transactional lawyer, will be on hand to answer any questions you may have about our specialist legal service for pharmacists and pharmacy business owners. To arrange a meeting with either Richard or David, please get in touch using the details provided on their profiles. Alternatively, we would be delighted if you visited us at our stand anytime.
Author: David Seddon
Specialist dental lawyer's guide to growing a dental business
Monday 24th July 2017
As a niche lawyer working within the dental sector, I am often involved with businesses experiencing periods of rapid growth. Whether the quick growth strategy is the way forward for you is a personal decision, depending on your individual circumstances, but many practice owners would benefit from implementing a clear strategy for developing and growing their business.
The most obvious form of expansion for many practices is to consider an alternative income stream, most commonly through the development of a private patient base. The introduction of a payment scheme would often come with guidance from the scheme providers in terms of attracting a patient base. Offering a capital scheme payment plan is perhaps the most common and obvious way to add to the income of a practice. However, it is only going to work if you are attracting sufficient patients to cover any existing NHS obligations.
If you have space within your existing premises, this may also prove to be a useful way to expand your business. Many practices look to make arrangements with complimentary businesses – with the double benefit of receiving a rent for the room and attracting more people to the surgery. Alternative businesses such as chiropractors and podiatrists, were historically more common, but now aesthetics are proving popular. Whether the aesthetic services business is run by you or another business owner leasing space from you, their association with your surgery can bring a boost in terms of patients looking for a wider array of private treatments and it can also add to the 'spa experience' feel of a surgery. However, there are legal considerations to bear in mind; do you wish the tenant to have a right to remain and renew their lease at the end of the term, is planning permission necessary and will any letting arrangement breach the terms of your own lease (if you let the property yourself)? It is important to take independent legal advice on your practice property before going ahead with a letting arrangement, and it is strongly recommended that the terms of any letting be put in writing.
Another route forward in terms of growth would be to consider a new or expanded NHS contract. There are two ways this may be possible- the NHS in your area may have UDAs available for tender applications. Tendering is often highly competitive, but specialist companies may be able to assist with the process, improving your chances of success. An alternative way forward may be for you to acquire an additional practice with an existing NHS contract.
If you do look to acquire a second practice you then have several options. You may choose to run two practices, your own surgery and the newly acquired surgery. Alternatively you might look to migrate the patients at the newly acquired practice over to your existing surgery and close the second location. Choosing to close the second site would involve obtaining the consent of the NHS local area team, who would need to give consent to relocate an NHS contract. It is also worth taking advice as to whether you can either re-sell the second premises or whether any lease for that building can be terminated.
If you choose to run a second site, there may be some factors to bear in mind. Will you need a full staff at both locations or will there be some benefits in terms of economies of scale? Will you need a practice manager for each site? How will you split your own time between the surgeries? If you are likely to be present at one site more frequently than the other, how will you ensure that standards are maintained at both locations?
A common way forward is to delegate responsibility for day to day management of the second site to an associate. However, if you choose this route, it involves a significant degree of trust on both parts. You will also need to ensure that the associate is sufficiently well rewarded not to want to leave your practice and do the same thing for their own benefit. It is important to include effective provisions within their associate agreement to prevent them competing with the practice should they choose to move on. It is vital that such provisions are reasonable both in terms of timeframe and distance from your practice to be enforceable. If you aren't sure then take advice on what is likely to be reasonable.
A second site would also need to be registered with the CQC in England. The application process for a second site is likely to be shorter, but you will need to consider whether you are to be the person with registration or whether this can be delegated to a registered manager who is on site. The way forward will depend on whether you feel comfortable taking responsibility for the practices at the second site, which will depend on how much time you are planning to be present at this site.
If your business does expand, you may then wish to consider the legal structure of your business. There are several options in terms of business ownership- the individual sole trader, a partnership, an expense sharing arrangement, an LLP (limited liability partnership) or a limited company. How you choose to structure your business is likely to depend largely on the tax position, so it is important to speak with your accountant. Any bank which finances your business (or acquisition), will also need to be involved with the decision as to how to structure your practice, as they may refuse to lend on certain structures, or wish you to put in place certain arrangements or guarantees. Decisions as to structure may depend on the risks that are associated with your business, as structures such as limited companies and LLPs will protect any other personal assets from the liabilities of the business. If you have an NHS practice, you will also need to consider whether the contract will be transferred into a company name or whether arrangements for subcontracting may be possible.
Whether business expansion is something that is at the forefront of your considerations in your day to day practice management, or just something that you vaguely wish to do in the future, enlisting the help of specialist dental lawyers and accountants is a good first step. The dental team at Brabners regularly advises clients who are in the process of expanding their businesses and can offer advice and assistance having helped others successfully manage the process.
Author: Nicola Lomas
When can parent companies be liable for their subsidiaries?
Thursday 20th July 2017
A recent case has provided further clarification of the scope of the potential liability of parent companies for the acts or admissions of their subsidiaries.
The case confirmed that the fact that two companies form part of the same group does not in itself impose responsibility on the parent for the acts of its subsidiary. The level of specialist knowledge and reliance placed on a parent is particularly important to consider when establishing if there exists a duty of care.
In the case of His Royal Highness Emere Godwin Bebe Okpabi and Others v Royal Dutch Shell PLC and Shell Petroleum Development Company of Nigeria Ltd 2017 EWCH 89 (TCC) a claim was brought roughly 42,000 Nigerian Citizens ("the Claimants) against Royal Dutch Shell PLC ("the Parent") and Shell Petroleum Development Company of Nigeria ("the Subsidiary"). The Claimants sought to bring proceedings against both the Parent and the Subsidiary. The Parent argued that they should not be a party to the proceedings and that the only cause of action available was against the Subsidiary. The Court decided to look at this as a preliminary issue before allowing the claim to proceed.
In the Shell case the judge noted that the Parent:
• did not hold shares in the Subsidiary;
• did not conduct any oil operations;
• was not allowed to conduct oil operations in Nigeria; and
• unlike the Subsidiary was not a party to the Nigerian Joint Venture.
In limited circumstances a parent may be liable for its subsidiary in health and safety law. If a parent has 'superior knowledge or expertise' than that of its subsidiary in relation to the harm a judge may impose liability. In the Shell it was the Subsidiary, rather than the Parent, who had specialist knowledge and expertise in the oil industry in Nigeria. There was and no evidence to suggest it was relying upon the knowledge and expertise of Parent. The judge held that the Parent did not owe a duty of care to the Claimants.
The best practice advice to reduce the risk of liability of a parent company for that of its subsidiaries would be to ensure that:
• the parent and subsidiary operate in different markets or the parents only business is holding shares in its subsidiary;
• the control exercised by the parent in relation to the subsidiary is minimal;
• those accountable for health and safety matters in subsidiaries are furnished with as much knowledge as those at parent company level.
For more information on parent and subsidiary companies liabilities or corporate matters generally please contact Rupert Gill on 0151 600 3106 or via email.
Author: Rupert Gill
Theresa May and Brexit
Wednesday 14th June 2017
Theresa May called a snap election in order to strengthen her mandate to negotiate the Brexit deal. She wholly failed in this stated aim.
This was an election in which politics were irrelevant to the Conservatives' campaign. For the other parties, especially their main rivals, it was all about politics. So what did she ask us to show our support for? Her mantra was strong and stable leadership and the most capable to deliver in the Brexit negotiations. Within the message, the Conservatives campaigned on was their view that the opposition did not have stable leadership and was incapable of negotiating a sensible deal. Initially, all opinion polls were of the view that she would substantially increase her margin. So why did she fail to garner the support at the ballot box 6 weeks later.
A good negotiator is one who does not get (or look) flustered; who has a strong grasp of their own strengths and weaknesses; understands their own arguments; is lucid and able to carry and illustrate an idea; is able to listen and understand the arguments posed against them; can think on their feet; knows when to compromise and when to stick; is able to manage their own personality; can show empathy, can cajole, can resist and can reject in the right circumstances. Ideally, a negotiator will have charisma and charm to help carry arguments and persuade.
A good leader will ideally carry the majority of the above qualities, but must also be principled and able to stand up for their principles. Can a real leader be devoid of charisma and of personality in the World we now live in?
Throughout the 6 weeks of the election campaign, Theresa May managed to convince the electorate that she had none of the above qualities. In addition, she was incapable of answering what it was she was seeking to negotiate, other than to say that she was looking to negotiate the "best deal available", an incomprehensible threshold. Interestingly, at the same time, the leader of the opposition appears to have travelled the opposite path and as well to have focussed on real political issues. In my view the electorate ceased to see this as an election to vote the best leader and negotiator of Brexit and fell back instead on their own beliefs and politics and the parties that best portrayed those.
What does this mean for the Brexit negotiations, due to start imminently? Thankfully, 95% plus of the negotiations will not have any personal negotiating involvement of the Prime Minister. They will be negotiated by a team of civil servants. The Prime Minister sets the scene. Having a publicly diminished status, the Prime Minister cannot be bullish in her attitude if she wishes to survive. She is more likely now to set a scene that is conciliatory and collaborative (if she is capable of that), at least across the breadth of her own party. She will also need to seek an approach that keeps the DUP on side. It will be interesting to see how this comes over in the public sphere by comparison with her last affray with Mr Juncker. It will also be interesting to see how her changed status will alter the tactics and public messages proposed by Mr Juncker and the European negotiating team.
We will be keeping an eye on the path of the negotiations and the tactics of the various negotiating parties over the next several months.
Author: Mark Rathbone
The negotiation of Brexit from the perspective of a transactional lawyer
Monday 22nd May 2017
Negotiating a transaction
When approaching a transaction experience has shown us some of the key considerations are as follows:
Information - each party should learn as much as possible about the other so that they are better able to understand areas of leverage, easy gives and no go areas.
Leverage - the parties should evaluate the intrinsic factors of need, desire, competition and time pressures. For example, if a company's business critical IT system fails they will need a replacement system straight away. As they enter into a deal for the supply of such a system their need will be high, they will be under considerable time pressure. Unless the system is easy and quick to procure from many competing suppliers, their leverage is less than someone who can wait several months to purchase a new system.
Analysis - the parties should carefully consider what all of the issues are, aiming to have no unknowns. They should consider also outside impacts and understand what they can control and what they cannot control. They should aim to isolate each issue and specifically reflect upon the relative importance of each individually.
Rapport - it is key to establish a mutually beneficial working relationship with the other party. This can help to determine what type of negotiator each party is dealing with and whether or not they are likely to be cooperative.
Expectations- it is important to set realistic expectations and then work to achieve them.
Plan - the parties should have a flexible plan and strategy for the negotiation, flexible because unknowns and uncontrollables arise. A plan enables a party to drive negotiations.
- Available outcomes and alternative options- if the negotiation stalls and the parties reach deadlock it is important to effectively evaluate what the best alternative would be. You should always seek to understand what your own and the other side's worst case scenario is. In the disposal of a company, the best alternative could be that another buyer immediately agrees to purchase the business at a better price. The worst alternative could be that a new buyer isn't found and the company continues to operate. By contrast, the worst case scenario might be that the management team walk, that the buyer takes the customers or staff or that the business runs out of funds. As well as weighing up your own best and worst alternatives it is vital to be aware of the other side's and also to have consideration as to whether or not they will be aware of your own. This enables pre-emption of the tactics the other side will employ in negotiation and allows an appropriate fall back, bottom line position to be set.
Negotiating Brexit
The opposing sides in the Brexit negotiations have been doing their homework, gathering and analysing the information. The UK and EU are now laying out their opening positions. This is not going to be a quick negotiation, Article 50 specifies that the parties have two years to negotiate the withdrawal and the UK's future relationship with the EU. By comparison, trade deals usually take decades to negotiate.
At this starting point in the negotiations, there are no immediate time pressures. It is acknowledged by both sides that there is much to achieve in the timescales, but given the short termism of politics, the time pressures are not yet taking any priority or providing any leverage in the negotiations. As a result, neither side has been prepared to take a particularly reasonable initial position, no easy wins will be given at this stage. In other words both sides have adopted aggressive unilateral positions in an effort to retain all of their respective bargaining chips.
Theresa May started by taking any monies the UK may or may not owe in the "divorce" off the table unless a sensible trade agreement can be reached, so seeking to prioritise the trade agreement over Brexit. This is at odds with the EU position, who wish to secure the terms of the "divorce", especially the financial terms, before they will allow any concessions and favours in any trade agreement. The relatively easy 'gives' for the both sides, for example, the rights of EU citizens already resident in the UK and vice versa, are currently not on the negotiating table. From the UK's perspective, raising and dealing with these at this stage would be prioritising the divorce, rather than prioritising a trade deal.
The way in which each party has laid out their positions and reacted says quite a bit about the negotiation behaviour that each party is looking to use. Theresa May appears to have taken a quiet but firm approach, with some no go areas raised early. This has been proposed and discussed in private over dinner, backed up with conversations entered into by her negotiating team with their opposition. She has attempted to establish a personal rapport with Jean-Claude Juncker, President of the European Commission, to enable principle issues to be aired, whilst keeping the detail of the negotiations out of the public eye.
Juncker has sought to establish himself as the EU's "negotiator" and middle man. He has listened to what May is saying, but has proposed nothing and given nothing away. At this stage it suits him to negotiate as the mouthpiece of the members and he has stressed the need for the Commission to keep the EU Parliament and member states informed throughout the process. His position is at odds with that of Theresa May. Juncker sought to illustrate the power of this position by publicly unleashing the voices of his 27 members (apparently as one) when he reportedly stated he left 'Downing Street 10 times more sceptical' than he was before he arrived. A series of leaks from his visit have cast doubt on any genuine rapport between him and May.
Juncker has, in addition, claimed that the UK has not done its homework and is ill prepared. He claims that Theresa May has unrealistic expectations and believes that she cannot allow the UK to land in what he considers to be its worst case scenario, one where no deal is made. Theresa May has refuted each point, has claimed her position is perfectly reasonable as are the UK's expectations, is apparently comfortable that all information gathering has been done and the team are fully conversant with all issues to be negotiated and resolved. On 2 February 2017 the UK produced a white paper entitled The United Kingdom's exit from, and new partnership with, the European Union. Tucked away at the bottom was the following quote:
'The Government is clear that no deal for the UK is better than a bad deal for the UK'
These two opposing tactics are unlikely to yield much in the way of progress. They oppose each other in such a way that there cannot be a meeting of minds, a real negotiation. If Juncker continues to listen in private and retort in public, less will be said in private and the party's positions will become intractable. Within the context of a corporate transaction, at this stage, we would look to identify between which other individuals on the opposing teams a rapport could be built, whilst at the same time seeking to mend the damage already done. Obviously, various other tactics and behaviours will already be being used behind closed doors between the negotiating teams, as well as between the various states.
Any agreement between the EU and UK requires the ascent of the 'qualified majority', in other words 72% of the member states. One of the key considerations that the UK will have analysed (and will continually re-evaluate) is whether remaining 27 states are speaking as one, through Junker. Each member state may have different and potentially competing best and worst alternatives in the negotiation. This ultimately adds to the complexity of the negotiation and makes Juncker's actions high risk. He has a powerful position whilst the member states appear to be as one, whether or not he has a rapport with his opposition; but if that ceases to be the case, then he will quickly cease to have any purpose in the negotiations (no longer the mouthpiece and with a negative rapport with the other side) and he would then be seen as obstructive and will be side-lined.
Any 'deal' will require, from both sides, creativity and empathy for the other's position. Many concessions will be required to achieve this. The posturing we have just seen is just the initial positioning of the parties. The positions are not yet close enough for real negotiations to start. We would expect revised opening positions from at least one of the parties in order to provide a platform from which they can reasonably start to make concessions.
Whilst the opening positions of both the UK and EU remain far apart it remains to be seen how the negotiation will unfold. Adopting the transactional approach, seeking a common ground for a meeting of minds is most likely to provide a positive solution for both sides.
Author: Mark Rathbone
Record investment in northern tech businesses in 2016
Friday 24th March 2017
2016 proved to be a record year for investment in northern tech businesses according to data published by Tech North this week in their Investment Index Report.
The report indicated that there has been 1,551% growth on investment finance in northern tech companies with steady year on year growth in terms of both investment and deals over the last ten years.
The figures for 2016 equate to a total of £326.9m of investments from business angels or venture capitalists with the majority of deals being made to finance growth or expansion. Fintech has been highlighted as one of the top areas of investment while VR, wearable tech and AI have all been recognised as new and upcoming areas of investment.
With the Manchester digital space well established and the Liverpool digital space following closely behind, it comes as no surprise that the North West led overall for the total number of deals across the North.
It's clear that the North is becoming more attractive to investors for a number of reasons. Northern tech founders are not needing to look to relocate South in order to access investment or opportunities and investors are attracted to the North as they can see the ambition and quality of work coming from these companies. In addition, the North is still proving to be a much more cost effect location to set up a business, especially a digital business which does not always rely on a physical geographic location as a base.
The report also indicates that investment opportunities are not just limited to investors in the UK with Northern Tech businesses receiving investment interest from places as far as Japan, the US and China.
With funding expected to begin arriving from the new £400m Northern Powerhouse Investment Fund, it is clear that there are a growing number of finance opportunities available to Northern businesses establishing themselves in the technology, digital and creative sector.
To find out more about accessing the right funding for your business, please contact Jayne Croft and Mark Rathbone.
Author: Jayne Croft


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The terminal room setup at the EurOpen conference in Norway, brought the following riddle to my mind:
Q. Why do you need Motif, Desktop managers, etc.? [generalise]
A. To give the machine something to keep it busy after X has finally initialised.
The organisers deserve to be complimented about the terminal room except for this.

subset: commoncrawl


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- Video: Konrad Kantorski Loses Defender With Crossover, EABL Top 10 Plays – Championship Final
- 2017-18 All-EABL Teams Revealed
- Video: Caleb Fuller Makes Big And-1 Play, EABL Top 10 Plays – Final Four
- Video: Bazsi Dormán Drops the Dime for the Dunk, EABL Top 10 Plays – Elite Eight
- Charnwood College Claim EABL 3×3 National Championship
Competition Format
West Conference
North West Division
1. Allerton High Force Academy
2. Loreto 6th Form College
3. Myerscough College
4. Noel Baker School
Southwest Division
1. Birmingham Met College
2. Bournville College
3. Charnwood College
4. City College Academy Plymouth
5. South Gloucestershire & Stroud College
East Conference
Southeast Division
1. Barking Abbey School
2. Canterbury High School
3. Copleston High School
4. Harris Academy Beckenham
5. Oaklands College
South Division
2. City of London Academy
3. Hammersmith College
4. Itchen College
5. John Madejski Academy
The EABL consists of 19 teams split into East and West Conferences with two divisions in each conference. Teams will play the other teams in their own division twice (home and away) and the other teams in their conference once (home or away). The top 4 from each conference will advance to the playoffs.
EABL Playoffs – Elite 8
A. East 1 v West 4
B. East 2 v West 3
C. West 1 v East 4
D. West 2 v East 3
EABL playoffs – Final Four
SF1. Winner of A v Winner of D
SF2. Winner of B v Winner of C
EABL Championship Game
Winner of SF1 v Winner of SF2.


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Chelsea's run so far in this seasons Premier League hasn't been impressive, they are currentlyContinue reading
Conte will not win the Premier League Again
The former champions of England, Chelsea started the league campaign badly after their defeatContinue reading
Is Loftus-Cheek First Team Quality ? – Is He Good Enough?
Is Loftus-Cheek First Team Quality ? –
defenders sold
In this article are two defenders that Chelsea sold too early that they may liveContinue reading


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Correlation of Future Vehicle and Highway Designby Kenneth A. Stonex,
Serial Information: Transactions of the American Society of Civil Engineers, 1963, Vol. 128, Issue 4, Pg. 302-331
Document Type: Journal Paper
Abstract: DataNotAvailable
Subject Headings: Highway and road design | Correlation | Vehicles
Services: Buy this book/Buy this article
Return to search


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Golden October at Awkward Hill
The famous cottages at Arlington Row, which date originally from the 13th century, and which are now owned by the National Trust. In the 18th century, they were converted to weavers' cottages.
Rack Isle, which is also managed by the National Trust. It's a meadow area which is home to all sorts of bird and animal life. In the olden days, the weavers used this flat area beside the river Coln to dry their cloth, hence the name.
In the gardens in Bibury (above and below) the shrubs and trees are starting to take on their autumn colours.


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White Tip Bai Hao (Oriental Beauty) Formosa Oolong
White Tip Bai Hao, also known as Oriental Beauty, is an outstanding high mid-oxidized (60%-70%) champagne oolong from Hsinchu County, Taiwan.
Grown at an elevation above 700 feet, the leaves take on the typical sweet aromas and flavors of a high-grown tea.
This tea is unique in that a prized insect called the Green Fly is allowed to nibble on the leaves before they are harvested once a year during the summer.
The nibbling damages the leaf structure and contributes to the overall flavor and complexity of the finished tea.
The beautiful multi-colored leaves are loosely shaped into twists, folds and balls that yield an aromatic, smooth, medium-bodied infusion with slight astringency and notes of honey and peach.
The leaves may be infused multiple times.
This is one of the most outstanding white-tipped oolongs and a must try!


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I was really surprised to see that you can actually see the turkey's in this picture. I was on my little 4-wheeler and it was still moving when I took it. There were about 3 dozen birds in this group. Most had already made it to the woods.
I love trees, I was walking our fence line and couldn't resist taking a picture of this bad boy..
Not really sure what has happened to these young trees, at first I thought someone shot them with a shotgun... but the marks go all the way around.


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tiger rag kajati ottengo
dedicated to Liberace, Patruno, Svampa, Casamento, Ravizza, Dorelli. www.oneinpeace.org www.neopostidealismo.com
Categories: Liberace Videos Tags: kajati, ottengo, Tiger
Liberace Tiger Rag
Myplaylists include music by Lee Liberace, Jon England, Richard Clayderman, Roger Williams, Hoagy Carmichael, Michel Legrand, Art Tatum, Dino Kartsonakis, Errol Garner, Charlie Schaffer, Russ Conway, Ferrante & Teicher, Carl Doy, Beegie Adair, Caravelli, Floyd Cramer, Geoff Love, Horst Jankowski, Ronnie Aldrich, Stanley Black, David Foster, Claude Bolling, Edison Valencia, Marrina Waks, and one Liberace imitator who tags his stuff [Roger Williams] and [Branson] and has told me not to mention his name. There are also many pieces by little known [nobodies] who are fantastic piano soloists, admired mainly by their YouTube fans. I am looking for videos of Bill Pursell, Felix Slatkin, George Shearing, John Arpin, Norm Geller, Norman Percival, and Gordon Franks. I would be amiss if I didnt have the greats Del Wood and JoAnn Castle on my page, however, they are only favorited, and not in the playlists. As much as I admire their talent, its a far cry from the romantic style Im after. # Hope you enjoy. # Channel Keywords: Las Vegas Piano Solo Lounge Bar Jazz Standard Standards romantic concert pianist pianista pianiste pianoforte playlist playlists elevator music easy listening musica religiosa religious evangelica romantica himnos tradicionales cristianos religiosos evangelicos christian gospel evangelistic old hymns ragtime Steinway Baldwin Artist timeless classics movie themes Christmas
Categories: Liberace Videos Tags: Liberace, Tiger
Liberace Tiger Rag in the 1950's
Here is Liberace playing Tiger Rag in the 50's
Categories: Liberace Videos Tags: 1950's, Liberace, Tiger
Liberace Show 1969 Tiger Rag and Promo
Here is a commercial for the Liberace Show 1969 and a performance of Tiger Rag from that show.
1969 Liberace Show Tiger Rag (Better Quality)
Here is Liberace performing Tiger Rag from his 1969 Television Series. The 3 DVD set will be released on September 18th. Titled Liberace Ultimate Entertainer.


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Disrupt Disability
Disrupt Disability are giving wheelchair users more choice over the form and function of their wheelchairs. - Born out of a series of hackathons that brought wheelchair users, designers, engineers and artists together in maker-spaces, Disrupt Disability are using parametric design, digital fabrication and distributed manufacture to transform the way that wheelchairs are made. They have developed a modular system based on a central hub with standardized connectors. This enables wheelchair parts to be designed by different people and made in different places, and yet still fit together. Their modular system also allows wheelchair users to swap in and out different wheelchair parts to suit what they are wearing or doing.
One of the first parts they made was a 3D printed caster fork for the front wheels of a wheelchair. They designed it in response to a real life challenge. A hackathon participant had broken her caster fork while on holiday abroad. When she contacted the manufacturer to order a replacement, she was told that it would take over a week to arrive and would be expensive to ship. But how was she supposed to manage without her wheelchair for a week?
Their 3D printed caster fork can be adapted in seconds to suit different wheel sizes and can be printed in any colour. Initially their design took 12 hours to print. We helped reduce the print time down to 3 hours and made the part even stronger. The best bit? It can be made anywhere in the world by anyone who has access to a 3D printer for less than £30.


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12 Monkeys season 3 heats up the tension and creates even more interesting plot turns and characters to this sci-fi universe. This show had an amazing premise that has been explored thoroughly by screenwriters and expanded during 2 previous seasons. Now, it is time to dive into the universe and vivisect it on a deeper level. Time travelling is certainly a very intriguing and riddling domain, but when you can incorporate it in your story so masterfully, your TV show becomes truly interesting.
Constant transitions between past, present, and future will continue to be pivotal for the plot and general narrative while also creating plot devices for our characters. At the same time, 12 Monkeys season 3 will try to develop characters a bit more and flesh out some of them by exploring their emotions, backstories, and relationships with each other.
The conflict is about to present itself due to shocking knowledge acquired by Cass and Cole previously. Now, all 12 monkeys have their own choices to make. We are close to the turning point of the show when heroes will have to decide whether to unite or start fighting for their own ideals. If you like great mystery driven shows with character arcing, 12 Monkeys will be your jazz!
12 Monkeys season 3 tv series download full episodes:
Episode 1: Mother AVI (360p, 340.1 MB): MP4 (400p, 252.3 MB): MKV (720p, 915.6 MB):
Episode 2: Guardians AVI (360p, 321.0 MB): MP4 (400p, 219.8 MB): MKV (720p, 821.0 MB):
Episode 3: Enemy AVI (360p, 304.8 MB): MP4 (400p, 211.0 MB): MKV (720p, 742.7 MB):
Episode 4: Brothers AVI (360p, 325.3 MB): MP4 (400p, 240.1 MB): MKV (720p, 860.9 MB):
Episode 5: Causality AVI (360p, 354.9 MB): MP4 (400p, 229.8 MB): MKV (720p, 800.4 MB):
Episode 6: Nature AVI (360p, 273.2 MB): MP4 (400p, 194.4 MB): MKV (720p, 709.3 MB):
Episode 7: Nurture AVI (360p, 291.8 MB): MP4 (400p, 205.5 MB): MKV (720p, 744.8 MB):
Episode 8: Masks AVI (360p, 325.4 MB): MP4 (400p, 229.0 MB): MKV (720p, 818.3 MB):
Episode 9: Thief AVI (360p, 309.2 MB): MP4 (400p, 197.7 MB): MKV (720p, 735.6 MB):
Episode 10: Witness AVI (360p, 300.4 MB): MP4 (400p, 221.8 MB): MKV (720p, 839.8 MB):


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Cast: Lawrence Raghava, Ritika Singh, Vadivel
Director: P Vasu
Music: SS Thaman
Sivalinga Story:
Lawrence is a CID officer who is investigating a murder mystery. Twist in the tale comes as his wife (Ritika Singh) gets possessed by a spirit. She creates obstrucles in investigation. Lawrence is left in crossroad where he has to solve both his personal and professional problems. Whose spirit possesed Ritika? Did the ghost have any connection with the murder mystery? These questions are best answered in this horror thriller.
Sivalinga Review:
Raghava Lawrence has a glory of hit horror films Kanchana and Ganga. The choreographer turned director teamed up with director P Vasu who has got a classic hit like Chandramukhi to his credit.
So, naturally there is huge expectation from his latest horror-thriller 'Sivalinga'. The film is a suspense thriller with horror touch. Story revolves round murder mystery. Lawrence plays a CID officer. The film is well packaged with all masala elements like romance, comedy and action.
First half goes smooth with romance between lead pair and comedy of Vadivelu. The veteran comedian has a key role in the story. Suspense and emotions are in store in the second half. Suspense is well maintained. Climax is predictable and not convincing
Rithika Singh's role is totally contrast to her slumgirl turned boxer character in Guru. Ritika spills glamour show and performs mass dances on par with Lawrence. She is fabulous in the scenes where spirit is possesed. Her boxing skills must have come handy. Lawrence delivers a decent performance. Vadivelu's comedy tickles.
Background score is good. Songs are peppy. Music is average and Cinematography is average. VFX is haphazard. Over all Sivalinga is a one-time watch.
Raghava Lawrence & Ritika Singh Performances
Colorful Songs
Bottom-line: Suspense thriller with mass masala


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Re: Wife of Ira Claude Alderman, W virginia
In reply to:
Wife of Ira Claude Alderman, W virginia
Debora, Sent a return message yesterday, but it did not show up on the geneology forum.Must have did something wrong.Here is the info I have.Ira Claude Alderman is my
grandfather.He was the son of Martin Luther,grandson of Philip.and great-grandson of Jacob, the German immigrant that arrived
in this country in 1789.Ira was married twice. His first wife died in about 1919.Hethen married Ann(or Anna) Franklin from Virginia.I am the son of Everett and we left
Charleston for Fairmont in 1930.I probably saw my grandparents 10 times before they died. My grandmother Ann gave me a pi-on gold watch,which I still possess.Ira's daughter
MInnie and a som John from Marmet, WV came fromthe union with Ann. Everett, Inez, Alma
Mcpherson, Thelma Cox(from Kentucky) were from the first union, making Minnie and John half-
sister and brothr.Of course, all are now dead, Everett passing away in 1989.John


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Dive Deeper into the World of CIAM
The Consumer Identity World is the place where you can dive deeper into the world of CIAM.
Managing customer information in a digitally transformed economy with numerous business partners demanding access is one of the most significant challenges today, and it will continue to evolve rapidly. Besides that, the challenge is to offer user-friendly login procedures via social media accounts, passwords or biometric devices while securing and respecting personal data at the same time. This combination must be taken seriously to provide a smooth Customer Experience (CX) and to guarantee that every consumer is able to control the access of his personal information.
To reduce cyber-crime, fraud or other illegal activities, companies have to impose strong regulations to put in place mechanisms for "Knowing Your Customer." These mechanisms would utilize analytics to develop baseline patterns for all their customers and to be able to spot behavior anomalies and investigate and block suspicious activities. Having an IAM infrastructure designed for managing consumer identities can significantly help the KYC effort.
The Consumer Identity World is the place where you can dive deeper into the world of CIAM. Learn more about privacy by design, Consent Life Cycle Management and the needs of your customers. Get to know how to secure their personal information in a strategic and user-friendly way. Nevertheless, the EU General Data Protection Regulation is coming soon. Be prepared to deal with the personally identifiable information of EU citizens when compliance is required on May 25, 2018.
Key Topics
- Consumer Identity & Access Management (CIAM) - The need to combine Identity & Access Management and Customer Relationship Management
- Consumer First - User-friendly login procedures while preventing your customers from fraud and cyber risks
- The GDPR clock is ticking: Be prepared for May 25, 2018
- Consent Life Cycle Management - every consumer must be able to control the access of his personal information
- Privacy by Design - secure personal information in a strategic and user-friendly way
- Customer Experience (CX) - how to provide a remarkable user journey
- PSD2 - the Payment Service Directive version 2 will be in force January 2018
- Get the latest Market Overview: Available CIAM Solutions and their Maturity Level
More details on the agenda here.


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The Norma J. Lang Prize for Undergraduate Information Research recognizes undergraduate students whose research projects:
- Make extensive use of UC Davis Library resources, services and expertise
- Advance the students' understanding of the academic research process
First, second and third-place prizes will be awarded every year in each of these two areas:
- Arts, Humanities & Social Sciences
- Science, Engineering & Math
2018 is the second year of the prize.
The Norma J. Lang Prize for Undergraduate Information Research is funded by a bequest from the late UC Davis Professor Emerita of Botany, Norma J. Lang.
- Arts, Humanities & Social Sciences: first prize, $1000; second prize, $750; third prize, $500
- Science, Engineering & Math: first prize, $1000; second prize, $750; third prize $500
Types of Entries Accepted
- Creative Works, including, but not limited to, an art installation, software program, musical composition, film or video, special project, etc.
- Empirical Research, including, but not limited to, research conducted with qualitative or quantitative methodologies, e.g., research articles and essays.
- Interpretive Analysis, including, but not limited to cultural/literary criticism, film analysis, historiographies, social criticism, etc.
Judges will utilize the following Rubric to evaluate submissions.
Important Dates
- Start date for accepting student submission: January 5, 2018
- Student submission deadline: April 9, 2018 at 11:00 pm
- Instructor Review: April 9, 2018
- Review period: April 10 – May 2, 2018
- Winner notification: May 7, 2018
- Winner reception: May 23, 2018


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The vintage floral diamond and pearl bracelet by Neil Lane worn by Zooey Deschanel to the Golden Globes 2014.
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Donald Trump enters the first Republican presidential debate as the undisputed frontrunner. Leading in nearly every national and state poll and the top choice of almost every GOP demographic group, Trump, with his appeal to working-class Americans who are fed up with a political system they think is selling them out, has been running circles around the mainstream media–and his primary opponents–who are flummoxed that they cannot control what Americans think of him. Here are five things Trump can do to sustain his momentum and start making his path to the nomination a bit smoother.
1. Assure Conservatives He'll Be Ronald Reagan Instead of Arnold Schwarzenegger:
Ronald Reagan had plenty of liberal and celebrity friends, and he was even an FDR Democrat before becoming the leader of the modern conservative movement. Schwarzenegger, on the other hand, lurched to the left after he was elected California's governor during the recall election, and the celebrity politician disappointed, to say the least, the many conservatives who backed him instead of more conservative candidates like Tom McClintock because they were so desperate to have a Republican holding the state's highest office. During the campaign season, Trump will have to explain his past liberal positions on a host of issues like abortion and especially property rights and eminent domain (Kelo). On the debate stage on Thursday night, Trump must take the first steps to assure conservatives that he will not govern like a Manhattan liberal if he is elected to the White House. Trump is no Reagan, but he does have a lot of similarities with The Gipper. Both were stars known by most Americans before entering politics. Like Reagan, Trump is a bigger star than the mainstream media reporters who crave the spotlight. Like Reagan, Trump speaks in "bold colors" and not "pale pastels" and drives the media elite crazy because he goes over their heads and does not play by their rules. Trump's starring role on The Apprentice has prepared him for today's political media environment just like Reagan's past as a sportscaster and actor made him thrive in a media environment dominated by three broadcast networks. Conservative primary voters, though, will need to be persuaded that Trump will have more substantive than stylistic similarities to Reagan if he is elected to the White House and not become Schwarzenneger on the national stage.
2. Be a Considerate Jackass:
Sen. Lindsey Graham (R-SC) called Trump as a "jackass." But being a "jackass" is not necessarily bad. Politics is filled with losers who give off the vibe–like Michael Dukakis did with his wussy and scholarly response when Bernard Shaw asked him if he would favor the death penalty for someone who had hypothetically raped and murdered his wife–that they will not stand up for their significant other if she is attacked. Trump is not one of those wussy losers. With Trump, there is no doubt that he will fight back. Voters want a president with some fight, who will stand up for American workers against the elites in Washington and Brussels. They want someone who will defend America against its foreign enemies. In other words, they want someone to be a little bit of a jackass on their behalf. In many ways, Trump is like the athlete everyone hates when he is on the other team but would love to have on theirs.
Trump has said that he will not attack other candidates but will be more than willing to throw counterpunches. And this is where Trump needs to be careful. When Trump made his offhand remarks about Sen. John McCain's (R-AZ) service, what Trump probably meant to do was throw out the question of whether McCain would have been lauded as a war hero and been elected to the Senate had he not been captured. But the way in which he made his remarks in Iowa gave the media–and his jealous rivals–plenty of fodder to pile on and and try to knock him out of the race.
Trump is a tailor-made candidate for the Twitter age, but he must also realize that as he continues his rise in the polls, his opponents and the media will look for every opportunity to destroy him. Just like it is nearly impossible to discuss sensitive topics in 140 characters on Twitter or even to attempt sarcasm, Trump can't proverbially just push the send button and blurt out the first thing that comes to his mind when on the attack. Whenever he is about to make an offhand remark or take a shot at a rival, Trump should take a second to ensure that nothing can be interpreted as crossing the line.
Voters wan't a president who can be a tough jackass on their behalf. But they also want someone who is exhibits empathy and is more classy than callous. They don't want a thin-skinned "jackass" who punches down.
That's the balancing act that Trump must master.
3. Forget About Policy Minutae–Projecting Leadership Is More Important:
The media think they can trip up Trump with policy questions. But not only is it impossible to get into substantive policy discussions when 10 candidates have one minute to answer questions and 30 seconds for rebuttals, voters frankly don't care how wonkish a candidate is. Andrew Halcro, who lost to Sarah Palin in Alaska's gubernatorial race, recalled a conversation he had with Palin during one of their debates. According to Halcro's account, Palin said to him, "Andrew, I watch you at these debates with no notes, no papers, and yet when asked questions, you spout off facts, figures, and policies, and I'm amazed. But then I look out into the audience and I ask myself, 'Does any of this really matter?'"
Palin, as she usually is, was right. Contrary to what the miserable permanent political class denizens think, normal Americans do not watch debates with policy books, at the ready to send out rapid-response emails or to "fact-check" every supposed gaffe. They are not impressed if a candidate is a champion at memorizing minutiae. They want a candidate who projects leadership, which is Trump's strength. He leads in polls among voters who say being is a "strong leader" is the most important quality they are looking for in a president, and Trump must continue to assure voters that he'll lead and "get things done" on curbing illegal immigration, reducing the debt, and creating jobs.
And if Trump ever wonders if he belongs in the arena without having spent a lifetime in politics, he should remember what the late Sen. Daniel Patrick Moynihan (D-NY) told the late Tim Russert when Russert had doubts about whether he belonged in Washington with folks who had Ivy League degrees and Rhodes Scholarships. Moynihan allegedly told his aide, "Look, Tim, you can learn what they know. They can never learn what you know." Just like Trump hired the best lawyers as a businessman because nobody would expect him to know all of the laws and statutes, he would hire the best policy advisers to brief him on the minutiae. And voters get that. They care more about whether somebody cares about them and what they will do with the information that the policy geeks give him than how many obscure policy details a candidate can regurgitate on a given night. Voters don't "grade" debates like mainstream media pundits and opposition researches, which is something many in the permanent political class somehow never understand.
In a debate with ten candidates, it may be more important to prepare responses for questions that are always asked of GOP candidates and possible attacks his rivals may use against him. For instance, if Trump is asked about what type of person he would appoint to the Supreme Court, he could suggest Sen. Ted Cruz (R-TX) or Mark Levin. If he's asked about his donations to Democrats, he can say that he knows the system better than anyone and he'll use his insider knowledge to clean house in D.C. and fight for the little guy. If Jeb Bush attacks Trump for being cozy with the Clintons, Trump could say that Bush awarded her the Liberty Medal on the eve of the one-year anniversary of the Benghazi attacks.
4. Treat the Debate Like It's Part Wrestlemania, Part Beauty Pageant:
No matter how much the hypocritical media claim they care about policy issues, they cover the presidential election season like a Freak Show that is part rasslin' and part beauty pageant. They care more about Mitt Romney's "binders full of women" than his foreign policy and economic proposals. They obsess over Sarah Palin's emails (more so than Hillary Clinton's) and don't even bother to read her numerous substantive policy speeches she has given over the years on foreign policy, crony capitalism and energy. And all they want is conflict and buzz, and that is exactly what Trump should give them. He should eviscerate establishment Republicans and the political and media class with gusto and have fun doing it.
In the reality television and Twitter era, no candidate may be better prepared to thrive in today's in-your-face media environment than Trump, who starred on The Apprentice, tussled in Vince McMahon's WWE ring, and co-owns the Miss USA and Miss Universe pageants. Unlike other political candidates who are awkward and timid in front of the camera, Trump thrives when the klieg lights are the brightest. Though Trump has never participated in a political debate, he may actually be more prepared for this spectacle than his rival politicians. There is no doubt that Trump relishes being in the arena, and he should go into the debate ready to be the "babyface" against the establishment "heels" and confident in his abilities to master the so-called Freak Show.
5. Use The Trump Brand to Show Independence:
Trump's brand can be his greatest strength or weakness. It's on him to make it into the political asset that it can be for him. One hurdle Trump will have to jump over is the perception that he is running for president to enhance his brand. When he mentions his business deals, buildings, golf courses and successes, he should always remind voters that he is not doing so to advertise his properties or shamefully boast but to let voters know that a Trump presidency will give more Americans a chance to succeed like he did. He should remind voters that he has already taken a financial hit after his remarks about illegal immigration, and he would not be in the race if he were running just to promote the Trump brand. Working-class voters who are fed up with Washington, traditional politicians, and the smug and insufferable media elite also love Trump because he is not beholden to the political and media establishment. When talking up his successes, as he will inevitably do, Trump cannot come off as insufferable and should do so in a way that will hammer home his greatest strength–he is a non-politician businessman whose wealth and huge successes allow him to be unshackled from the seedy special interests that prevent politicians from fighting for the interests of American workers on issues like immigration, the debt, and trade. If voters start to associate the Trump brand with garishness, it will be a negative. If voters associate the Trump brand with success and political independence, he'll win.


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Mr. Tillerson has close ties with President Vladimir V. Putin of Russia, whom he has known for more than two decades. Russia awarded Mr. Tillerson its Order of Friendship in 2013, the year before Washington's relationship with Moscow sank into a deep freeze over Russia's annexation of Crimea and its shadow war in Eastern Ukraine.Hell, even Marco Rubio piped up:
Relations with Russia have grown only more troubled since American intelligence agencies formally determined shortly after the November election that Russia had taken steps intended to help Mr. Trump win.
Mr. Tillerson, with no background in diplomacy outside the energy arena, would inherit those problems. He would also face the question of whether to maintain sanctions on Russia — penalties he has criticized for slowing Exxon's investments in that country.
His connections to Russia are sure to come under scrutiny during a Senate confirmation hearing.
Senator John McCain, Republican of Arizona, said on Saturday that Mr. Tillerson's ties to Mr. Putin were "a matter of concern to me." "I'd have to examine it," he said on Fox News, adding that "Vladimir Putin is a thug, bully and a murderer, and anybody else who describes him as anything else is lying."
Being a "friend of Vladimir" is not an attribute I am hoping for from a #SecretaryOfState - MR— Marco Rubio (@marcorubio) December 11, 2016
Whether I choose him or not for "State"- Rex Tillerson, the Chairman & CEO of ExxonMobil, is a world class player and dealmaker. Stay tuned!— Donald J. Trump (@realDonaldTrump) December 11, 2016
"It is the assessment of the intelligence community that Russia's goal here was to favor one candidate over the other, to help Trump get elected," said a senior U.S. official briefed on an intelligence presentation made to U.S. senators. "That's the consensus view."Trump's team, of course, dismissed it.
The Trump transition team dismissed the findings in a short statement issued Friday evening. "These are the same people that said Saddam Hussein had weapons of mass destruction. The election ended a long time ago in one of the biggest Electoral College victories in history. It's now time to move on and 'Make America Great Again,' " the statement read.He's not wrong about the U.S. intelligence community completely dropping the ball on Iraq — a war he supported, by the way — but it sure is weird to see a president-elect taking potshots at the CIA.
Meanwhile, longtime NC GOP strategist Carter Wrenn floated a rumor on Thursday that's sure as hell interesting, even if it doesn't amount to much:
McCrory called the session to allocate disaster funding to help victims of Hurricane Matthew flooding and wildfires in Western North Carolina. But the governor left Tuesday's agenda open-ended: The proclamation says the purpose also includes "addressing any other matters" legislators want to consider.
House Speaker Tim Moore and Senate leader Phil Berger won't say what else might be on the agenda, but their recent comments haven't ruled out an attempt to add two seats to the N.C. Supreme Court. And a high-ranking Republican House member said a deregulation bill from earlier this year could resurface.
Legislators have been told the session will last two or three days. While the March special session that passed House Bill 2 took just one day, there are procedural obstacles to moving so fast this time. The legislature's adjournment this summer effectively killed all remaining bills – meaning lawmakers can't bypass the committee review process by amending an existing piece of proposed legislation.
Since the election there's been a story – more of a rumor than a story – floating around the backrooms in Raleigh about court packing. The story may not be true. And I hesitate to repeat it. But it's a good story so here goes: About two weeks after the election Governor McCrory sent an aide over to the General Assembly who asked the powers that be, Are you thinking of packing the Supreme Court?We'll be covering the special session, so stay tuned for more.
It's on the table, was the non-committal reply.
The Governor wants you to know, the aide said, He won't appoint the two new justices. He'll leave the appointments for Roy Cooper to fill.
Seventeen years ago, Ms. Cobb decided to rebuild, here in a town that has a special place in American history. Princeville, population 2,100, is believed to be the oldest town chartered by freed slaves, who founded a community that has survived numerous floods and the Jim Crow era. It remains 96 percent black.Exhibit B:
Ms. Cobb, 69, is now considering a question looming over many homeowners: After two devastating floods, does she want the option to sell her home to the Federal Emergency Management Agency, something that the town's leaders voted down in 1999, fearing it would lead to the end of their community?
"This is home, this is what I know," said Ms. Cobb, who was leaning toward staying but worried about taking out a loan to rebuild. "I really don't know."
Former U.S. Sen. Kay Hagan has been in an intensive care unit for about two days since she suddenly became ill and was taken to a Washington, D.C., hospital.That's all for today. On a lighter note, enjoy this great video of the Scotland County Christmas Parade.
Hagan's family released a statement Saturday thanking people for their prayers and well-wishes.
"Kay is receiving the best possible medical care and we are very thankful for her doctors and nurses who are working tirelessly to help her get well," the statement said.
Hagan's family has asked for privacy and declined to release specifics of her condition.
IM SCREAMING.. THIS PARADE LOOKS LIT pic.twitter.com/MvSVjFgX4F— griffin (@GRlFFERS) December 11, 2016


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This looks amazing! I love the read receipt feature and how you can message individual parents. Can't wait to check it out! Hope you enjoyed the pizza
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Barbara's Me-own Folk Art
Welcome to my blog-I hope you enjoy!
Bottle Angels
I finish up some angels today. I used old bottle for the bogies and add glitter and old beads to the inside of each bottle. I used some old vintage porcelain doll heads and added wings, a little lace and ribbon.
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Barbara DeLisle
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Based specifically on the flying Delorean in the Back to the future 2 movie. You can turn on the LED lights for the cables that will emit this neon blue light but the headlights will blink when there's an incoming call. Front wheels can be exposed to reveal the side buttons of your phone. The attention to detail is superb and close to the real thing that it even has its own Mr. Fusion on the back of the car. Only for the Iphone 6 though.
Item Detail = Back to the Future Delorean Iphone Case - $49.00 in P-bandai.jp


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Can someone please explain me why some people got their prize for Pirate King's Treasure event today while some didn't? I sent them about item I want 4 days ago got nothing someone else sent it yesterday and got his reward.
[Discussion] No prize from Pirate King's Treasure event
[Copy link] 2/857 [Favorite]
Posted on 2017-08-08 18:12:51 Show thread starter's posts only|
make sure you put in a service ticket or have the number for the one where you asked for the item you want..
post the ticket info (cut and paste) into the thread if it has been 1 week w/ no answer.
- Ele
Posted on 2017-08-08 23:09:33 Show thread starter's posts only|
It haven't been a week yet so I didn't post about my ticket, but I'm asking and wondering whats other people experience with this event and not getting prize. How someone get answer within an hour after sending ticket while I wait 5 days and no answer and I sent before him.


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March 17, 2017
The Gulls (35-15-3-2; 75 pts.) visit the San Antonio Rampage (24-32-4-1; 53 pts) to close out the season series with the first of a back-to-back matchup tonight at AT&T Center (5:30 p.m. PT, 1700-AM). The Gulls enter tonight with points in eight of the last nine games (7-1-1), wins in 17 of their last 21 contests (17-3-1) and 25 of the last 30 overall (24-4-1-1). San Diego has earned standings points in 12 of the last 24 games (11-2-1), 24 of the last 27 games (22-3-1-1) where the club has outscored opponents 94-52, as well as points in 28 of 32 contests since Christmas (24-4-2-2).
On the road, the Gulls have won eight of the past 10 games (8-1-1) and earned standings points in 14 of the last 15 contests (13-1-0-1) away from home dating back to Dec. 29. San Diego ranks second in the AHL in road win percentage (.635; 15-8-2-1) and has allowed the fewest goals in the league away from home (67). The Gulls have the second-best win percentage (.682) in the Western Conference and third-best in the AHL, while the club has allowed the second-fewest goals in the league (143). San Diego's remaining 13 contests this season (five home, eight road) will come against Pacific Division opponents where the Gulls have posted a 29-14-2-2 record in the division.
The Gulls face off against the Rampage for the third of four matchups this season and the first at AT&T Center. San Diego is 7-1-0 all-time vs. the Rampage, including 3-0-0 in San Antonio. The Gulls have outscored the Rampage 30-17 in the eight games overall. The teams split a back-to-back matchup in San Diego on Jan. 6-7, with San Antonio taking the first contest by a 5-4 score line, and the Gulls prevailing, 3-2, in the second contest. Shea Theodore paces all active Gulls skaters with 3-4=7 points in five career contests while Corey Tropp leads San Diego forwards in points (2-3=5) and a team-best +9 rating.
In San Diego's last game on Wednesday night at Valley View Casino Center, the Gulls topped the Stockton Heat by a 3-2 score in a tightly contested matchup that saw Tropp (2-0=2) score twice, including the game-winning goal. The two goals pushed Tropp to the 20 goal mark this season, matching the club record for goals scored in a season (Chris Mueller in 2015-16) and became the third player in franchise history to record 50 points in a season, joining Mueller (20-37=57) and Brandon Montour (12-45=57). The Michigan native has seven goals in his last seven games (7-3=10), points in eight of his last nine games (8-5=13) and 24 points (12G/12A) over his last 19 games. He also leads the Gulls in scoring (20-30=50), goals and power play goals (10), and he co-leads the club in assists.
Goaltender Dustin Tokarski (14-6-1) earned the win over Stockton on Wednesday night to improve to 5-0-1 in his last seven appearances. The Gulls have strong goaltending depth, with rookie Kevin Boyle (9-4-4) also posted a strong 9-2-3 record with one shutout, a 2.01 GAA and .931 SV% his last 14 appearances.
San Antonio enters tonight's contest with wins in three straight games, but has been streak as they lost seven consecutive games prior to their current win streak. The Rampage sit at the bottom of the Pacific Division and well out of the playoff picture.
The Rampage are led offensively by Southern California native Rocco Grimaldi (25-19=44) who leads the club in goals, while the club also have a potent offensive threat in AHL All-Star A.J. Greer (15-22=37). Goaltender Spencer Martin has had the yeomen's share of the work between the pipes this season, posting a 17-18-2 record with a 2.94 GAA and and .904 SV% in 38 appearances this season.


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If you are remodeling an area of your home such as the kitchen, laundry room, mudroom, or bathroom, consider installing ceramic or stone floor tiles. Adding tile floors to your home can increase selling value, while providing you with a sleek, easy to clean surface. Tile is also a great option for homeowners who have a busy household. Do you often find spills or scratches on your current floors? The good news is that cleanup is made easy with tile floors and they are quite difficult to scratch. Most tile floors can even withstand pet nails sliding across their surface!
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Types of Floor Tiles for Your Newark, Delaware Home
So you've settled on tile flooring; now which type of tile is right for your home?
Ceramic Tile
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A type of natural stone, granite comes in an extensive array of colors, patterns, and grains. Granite is highly resistant to scratches and damage, making it ideal for flooring.