Predict human behaviour Essay Example for Free

Predict human behaviour Essay Dissonance theory accepts that we have these inconsistencies and basically says as humans we strive to smooth out any inconsistencies. This theory is best explained with an example; Jenny works everyday but today her sister is going shopping and has asked Jenny if she would like to come. Jenny should go to work and does. Jennys knowledge that she is missing out on the shopping trip is known as a dissonant cognition, whereas the knowledge that she has come to work and is earning some money is a consonant cognition. Her dissonance will increase even more if the trip is to an out-of-town shopping complex as opposed to the small local centre. Individuals do not want to have dissonant cognition therefore try to reduce it. Jenny can do this in a number of ways; firstly, she can keep telling herself about the extra money she is earning and perhaps convince herself that she had a pleasurable day at work. She could also reduce the dissonant cognition by telling herself she would have only spent money on things she cannot afford and doesnt really need. Consonant cognitions justify a persons chosen action and the greater the benefit of something, the greater the justification and the lower the state of dissonance. If however the benefit of the consonant cognition is only small then the dissonance will increase. Festinger and Carlsmith (1959) tested this theory by getting subjects to perform really dull tasks for an hour then asked them to tell the next subjects that the tasks were rather interesting. Subjects were offered either $20 or $1 for lying. Festinger and Carlsmith were interested in how the subjects felt after telling the lie. According to dissonance theory their feelings should depend on the amount of money they were paid. Subjects receiving $20 should feel little dissonance because the larger amount of money justifies lying. The subjects who received $1 should feel greater dissonance because the money didnt justify lying and these subjects would try and convince themselves the task was in fact quite enjoyable, in order to reduce dissonance. Festinger and Carlsmith found subjects in the $1 condition reported a more favourable attitude towards the task, which is consistent with the original predictions. Bem (1967) suggested that a persons behaviour is what shapes their attitude, for example (to quote Bem) since I eat brown bread then I must like brown bread. This logic could be linked with Festinger and Carlsmiths study because if the second lot of subjects were told the tasks were interesting then they would take this opinion on board and actually find the tasks interesting. Assimilation-Contrast Theory (Sherif and Hovland, 1961), this suggests we people favour their own attitudes and if a person comes across another person with an attitude relatively close to their own then they perceive it to resemble their own attitude more than it actually does (this is the assimilation part of the theory) and they will evaluate it in a more positive way by seeing it as fair. Basically this suggests people are biased when it comes to their attitudes because people will accept anything that resembles a similar attitude to their own. Attitudes which had less in common with their attitudes would be rejected and seen as unfair (this is the contrast part of the theory). This is mainly because assimilating attitudes is much easier than trying to accommodate new attitudes. The theory of reasoned behaviour (Fishbein and Ajzen, 1975) suggests that subjective norms (which are beliefs about what is appropriate behaviour in a situation) and attitude towards the behaviour (based on expectancies and values) suggest a behavioural intention which then predicts behaviour. The definition of attitude and intention in this context is very similar and doesnt define in strong enough terms exactly what the intentions derived are. All this evidence shows varying approaches towards the attitude-behaviour link, some in support of attitude predicting behaviour and some against it. To say that attitude has three main parts which are highly correlated draws up too many contradictions to conclude it as the best theory, the single model provides more scope to address these contradictions but dissonance theory which suggest we will have inconsistencies and will just strive to balance them is a much more realistic proposal of how attitude links with and predicts behaviour. The evidence shows that there is a link between attitude and how it can predict behaviour but it is not to the extent that you can say it predicts a persons behaviour every time in all situations. References * McDougall, W. (1960) an introduction to social psychology 23rd ed. London New York. Methuen, Barnes Noble. * Mills, J. (1969) experimental social psychology. New York London. MacMillan, Collier-Macmillan * Ajzen, I. (1980) http://socialpsychology.org/ Does understanding a persons attitude help us to predict their behaviour?

Nokias Marketing Strategy

Nokias Marketing Strategy Marketing is typically seen as the task of creating, promoting, and delivering goods and services to consumers and businesses (Kortler, 2005). Marketing is about stimulating demand for a companys products. Is this sense, marketing can be defined as the art of selling products. However in the modern economies, marketing is more than selling. According to Peter Drucker, a leading management theorist, the aim of marketing is to know and understand the customer so well that the product or the service fits him and sells itself. In this respect, the focus of marketing shifts from convincing people to buy a companys products to discovering the needs of the people and designing products that satisfy these needs. Thus marketing activities should result in customer who is ready to buy. At this point all that is needed is to make the right product available to consumers. A company that is going to be successful in the market place will be that company that will correctly discover the needs of c onsumers and produce products that satisfy them. This is what is called right product based on careful marketing research. Based on the above, marketing is well explained by the definition provided by the American Marketing Association. Thus marketing is defined as the process of planning and executing conception, pricing, promotion, and distribution of ideas, goods and services to create exchanges that satisfy individual and organizational goals. Marketing deals with identifying and meeting human and social needs. Indeed marketing can be defined as simply meeting needs profitably. Marketing is an organizational function and a set of processes for creating, communicating, and delivering value to customers and for managing customer relationships in ways that benefit the organization and its stakeholders. It is the art and science of choosing target markets and getting, keeping Marketing management is the art and science of choosing target markets and getting, keeping, and growing customers through creating, delivering, and communicating superior customer value. It is the conscious effort to achieve desired exchange outcomes with target markets. MARKETING STRATEGY A companys marketing strategy will be influenced by the chosen target market and the marketing philosophy being practiced by the management. Target Markets A single company or product can rarely satisfy everyone in a market. People have different tastes and preferences. People differ in terms of age, gender, beliefs, income, religion, and location. All these factors have a bearing on the products that appeal to them. Therefore, marketers must start by dividing or segmenting the market. A company must identify and profile distinct groups of buyers who might prefer or require varying product and services mixes. A companys marketing strategy should target that segment that promises the greatest opportunity. The developed market offering is then positioned in the minds of the target buyers as delivering some central benefits. Marketing Orientations or philosophies A marketing philosophy is an orientation or principle that guides a companys marketing activities or efforts. It defines the relative weights that are given to the interests of the organization, the customers, and the society. It is imperative that marketing activities be carried out under well thought out philosophy of efficiency, effectiveness, and social responsibility (Kortler, 2005). Organizations can conduct their marketing activities under different marketing philosophies. They include: the production concept, the product concept, the selling concept, the marketing concept, and holistic marketing concept. Production concept This concept holds that consumers will prefer products that are widely available and inexpensive. Such a business will concentrate on achieving high production efficiency, low costs, and mass distribution. The assumption is that consumers are primarily interested in product availability and low prices. This orientation is more often applied in developing countries, where it is assumed, consumers are more interested in obtaining the product than its features. However with the rapid globalization and more informed consumers, this philosophy is rapidly loosing its meaning. Product concept Product concept holds that consumers will favor those products that offer the most quality, performance, or innovative features. Managers in these organizations focus on making superior products and improving them over time. The assumption is that buyers admire well made products and can evaluate quality and performance. Companies that are product oriented believe that their engineers exceptional products that will meet customer expectations. Normally no customer input is sought and competition is not a consideration. This is a make and sell philosophy that does not focus on the customer. Selling concept The selling concept holds that consumers and businesses, if left alone, will not buy enough of the organizations products. Aggressive selling and promotion effort is needed to make sales. According to this concept, consumers typically show buying inertia or resistance and therefore must be coaxed into buying. Money is spent on television and radio advertising, posters, mailings. The selling concept is ideal for unsought goods, goods that buyers normally do not think of buying. Companies that are experiencing overcapacity also engage in aggressive marketing techniques. Their aim is to sell what they make rather than make what the market wants. Marketing concept This is a customer centered philosophy. Instead of hunting for customers, marketing is seen as gardening. The task is not to find the right customers for the company products but the right products for the target customers. According to this concept, the key to achieving organizational goals consists of the company being more effective than competitors in creating, delivering, and communicating superior customer value to its chosen target markets. The marketing philosophy is preoccupied with the idea of satisfying the needs of the customer by means of the product and the whole cluster of things associated with creating, delivering and finally consuming it. The customer is the king. The marketing concept rests on four pillars: target market, customer needs, integrated marketing, and profitability. Companies do best when they choose their target markets carefully and prepare tailored marketing programs. Nokia has segmented its market in six regions; Africa, Asia Pacific, Europe, Latin America, Middle East, and North America. Each region has unique needs addressed by the company in terms of product quality, features, pricing, and durability. Customer concept This involves shaping separate offers, services, and messages to individual customers. The company is forced to collect information on each customers past transactions, demographics, psychographics, and media and distribution preferences. They hope to achieve profitable growth through capturing a larger share of each customers expenditures by building a higher customer loyalty and focusing on customer lifetime value. Societal marketing concept This concept holds that the organizations task is to determine the needs, wants, and interests of target markets and to deliver the desired satisfaction more effectively and efficiently than competitors in a way that preserves or enhances the consumers and the societys well being. It requires marketers to build social and ethical considerations into their marketing practices. In the modern world that is faced with environmental deterioration, water pollution, resource shortages, hunger, poverty, explosive population, and mushrooming slums, marketing practices should consider the long term benefit of the society or public. COMPANY PROFILE Nokia is the world leader in mobility, driving the transformation and growth of the converging internet and communications industries. The company has operations in Africa, Asia Pacific, Europe, Latin America, Middle East, and North America. In brief the company has a world wide presence. Nokia began as a paper mill company dealing in paper, rubber, and cables in 1865 in South Western, Finland. The company changed to Nokia Corporation in 1968 and positioned itself for a pioneering role in the early evolution of mobile communications. The period 1992 to 2000 experienced a boom in mobile phone use. Nokia made this sector as its core business. By the turn of the century, Nokia had become the world leader in mobile phones. Vision Nokia is a consumer led company. There is a progressive and continuous increase in consumer involvement with technology and communications globally. People are broadening their modes of communication to include the web and, social networks are becoming central to how people communicate. People want to be truly connected, independent of time and place, in a way that is very personal to them. And Nokias promise is to connect people in new and better ways. Strategy Nokias strategy is to build trusted consumer relationships by offering compelling and valued consumer solutions that combine beautiful devices with context enriched services. Corporate Business Development The Nokia Corporate Business Development has the responsibility to manage Nokias Strategic growth areas. Their aim is to look for breakthrough ideas that are industry shakers. These are innovative business concepts and technologies that integrate with and expand beyond Nokia core business. Nokia aims to connect people with new services that are meaningful to them and offer greater benefits by enabling more transactions on the device. New services stem from the local needs of consumers and local expertise. Marketing strategy in place The company heavily depends on advertising and promotion activities to popularize its products. In addition, the company through its research unit is continuously involved in searching for product features that meet the evolving needs of diverse customers. There are different types of Nokia phones in the market ranging from a cheaper to expensive models. The aim is to satisfy the needs of diverse markets. Advertising Program Advertising is any paid form of non personal presentation and promotion of ideas, goods, or services by an identified sponsor. It is important to start by identifying the target market and buyer motives. An advertising program has five components: mission, money, message, media, and measurement. Advertising objectives must flow from prior decisions on target market, market positioning, and marketing mix. Advertising objectives may be to inform, persuade, remind, or reinforce. OVERAL BUSINESS STRATEGY A strategy is the direction and scope of an organization over a long term, which achieves advantage for the organization through its configuration of resources within a changing environment to the needs of markets and fulfill stakeholder expectations. This is the highest strategy level. It is concerned with overall purpose and scope of the firm (Jelassi and Enders, 2009). Corporate strategy addresses issues such as allocation of resources, acquisition, and products to produce. Marketing strategies of the firm are meant to contribute to the realization of the corporate objectives. Incorporating the global environment into marketing planning Business and competition is increasingly taking a global perspective. Goods manufactured in foreign countries are easily finding markets in distant countries thanks to the improved means of communication and transport. Use of e-business in marketing management Marketing activities can now be conducted online. Customers are able to determine the type of merchadize they require on the internet. Communication between suppliers and customers can be done via the internet. CONCLUSION Nokia has adopted the Marketing philosophy or orientation in its marketing activities. The company has also produced a variety of cell phones to meet the diverse market needs. The company has a strong research department that is charged with the responsibility of determining the consumer needs and finding innovative products to meet those needs.

The Language of MIT :: Numbers School Education Communication Essays

The Language of MIT "I have 18.02 due at 4:00 P. M. on 11/14/00 in 16-135. Then I have to go to 8.01 in 26-100 at 5:00 P. M. and get at least a 65 on Exam 3. Do you remember the Athena cluster combination? Oh, yeah, it's 43169*." To an average person, this jargon sounds like a computer code or a series of misunderstandings. However, every MIT student has probably said and heard something like this to describe his or her schedule in a small part of the day. Numbers are the language at MIT, and they specify all sorts of places, classes, work, time, and even the students themselves. This powerful yet simple system of communication has completely engulfed this school and made organization much easier because of the clarity of numbers and the obscurity of language. Even before I considered applying to MIT, I thought of this school as a center of mathematics and science. Of course the name suggests this fact, but not until I visited the campus during the summer before my senior year of high school did I realize the truth of that statement. My visit began with directions to "Lobby 7" where I would meet with a tour guide. Coming from a high school where all the buildings were named and clearly labeled outside, I expected a giant number seven on the front edifice of a building to designate it from the others, but I had no such luck. Instead, I scanned the map of the campus several times before finding Building 7 on Massachusetts Avenue. I did not find this designation for the building anywhere outside until I went in and saw one of the doors inside surrounding the massive lobby. When my tour began, the guide led us through a myriad of identical halls and corridors until we finally went outside. She began to describe the numbering system across campus and explained that many of the buildings we walked through were distinguished on the outside only by numbers on the doors, which I had not understood quite yet. Then she listed some of the required freshman courses including multiple semesters of Calculus and the three main natural sciences. Following the tour was an information session for prospective students and their parents to ask questions about the admissions process.

A Worn Path :: essays research papers

The Journey of Life As I began to read this short story about a painful and tedious trek an aged grandmother endures she has made for the last three or four years to the city with one intention in mind, to get a medicine for her chronically ill grandson. On a cold December day she repeats the same journey again. As we read, it appears to be about a long journey the woman has made throughout the entire story, but by carefully examining the theme, it tells us that there is a greater message than just a long trek. In the story â€Å"A Worn Path† by Eudora Welty, an old woman whose human spirit is full of dedication, dignity and high morale overcomes tremendous obstacles of life in the name of love. Phoenix Jackson is the protagonist of the story who is an African- American woman, old and probably disabled. As one person says in the story â€Å"You must be hundreds years†(Welty, p365) addressing Phoenix. All of these characteristics are the evidence that the journey is not going to be easy, but her faith in God and strong relation with nature accommodate her on the way. She understands nature by designating it as a â€Å"guardian† when her dress gets caught in the bush. â€Å"Thorns doing your appointed work. Never want to let folks pass†(Welty, p364), says Phoenix while taking her dress carefully out of the bush. When she has difficult times such as fatigue and the fall in the bush, she addresses to God by reaching her hand to Him, but nothing reached down to her. It is not her time to leave the Earth yet, so God sends her a hunter, instead, for help. With her belief in God, her goal to finish her journey and her love for her grandson, she conquers all obst acles on the way. The most difficult obstacle on her way is a young white man who actually helps her stand up when she falls, but he still poses as a great danger to her because of his prejudiced beliefs against black people. Eudora Welty creates two protagonists of opposite race for the purpose of showing racial discrimination in society. By meeting Phoenix and the hunter can get into societal conflict if Phoenix becomes aggressive against his attitude. Yet, she avoids any verbal and physical confrontations and still manages to get even in the game.

El Chapo Biography Essay

El Chapo was born in the small Sinaloa town of La Tuna and is the oldest of seven children. Guzmà ¡n grew up surrounded by marijuana and poppy crops — plants that were cultivated by his father, Emilio Guzmà ¡n Bustillo. The elder Guzmà ¡n was a violent man who beat his children. El Chapo likely earned the ire of his father by trying to stop him from hitting his siblings. Whereas his father was a source of punishment, his mother Consuelo Loera served as his fountain of emotional support. She still lives in La Tuna and is said to be the only person in the world who can change her son’s mind on anything. Guzmà ¡n entered the narcotics industry at the age of 15 when, along with his cousins, he planted his own marijuana. It was during his adolescence that he was given the nickname of â€Å"El Chapo,† a reference to his miniscule stature he was a farmer growing beans and corn  when he escaped prison in 2001 he is to said to walked out in a wig a skirt and high heels As a child, Guzmà ¡n sold oranges, and dropped out of school in six grade to work with his father early life Joaquà ­n Archivaldo Guzmà ¡n Loera was born into a poor family in the rural community of La Tuna, Badiraguato, Sinaloa, Mexico.[21][22]Sources disagree on the date of his birth, with some stating he was born on 25 December 1954,[23] while others report he was born on 4 April 1957.[24] His parents were Emilio Guzmà ¡n Bustillos and Marà ­a Consuelo Loera Pà ©rez.[25] His paternal grandparents were Juan Guzmà ¡n and Otilia Bustillos, and his maternal grandparents were Ovidio Loera Cobret and Pomposa Pà ©rez Uriarte. For many generations, his family lived and died at La Tuna.[26] His father was officially a cattle rancher, as were most in the area where Guzmà ¡n grew up; according to some sources, however, he may have possibly also been a gomero, a Sinaloan word for opium poppy farmer.[27] Guzmà ¡n has two younger sisters, Armida and Bernarda, and four younger brothers: Miguel à ngel, Aureliano, Arturo and Emilio. He had three unnamed older brothers who reportedly died of natural causes when he was very young.[26] Few details are known of Guzmà ¡n’s upbringing. As a child, Guzmà ¡n sold oranges, and dropped out of school in third grade to work with his father.[17] Guzmà ¡n was  regularly beaten and sometimes fled to his maternal grandmother’s house to escape such treatment. However, when he was home, Guzmà ¡n stood up to his father to protect his younger siblings from being beaten.[28][29] It is possible that Guzmà ¡n incurred his father’s wrath for trying to stop him from beating them. His mother, however, was the â€Å"foundation of [his] emotional support†.[30] As the nearest school to his home was about 60 mi (95.6 km) away, Guzmà ¡n was taught by traveling teachers during his early years, just like the rest of his brothers. The teachers stayed for a few months before moving to other areas.[29] With few opportunities for employment in his hometown, he tu rned to the cultivation of opium poppy, a common practice among local residents.[31] During harvest season, Guzmà ¡n and his brothers hiked the hills of Badiraguato to cut the bud of the poppy. Once the plant was stacked in kilos, his father sold the harvest to other suppliers in Culiacà ¡n and Guamà ºchil.[32] He sold marijuana at commercial centers near the area while accompanied by Guzmà ¡n. His father spent most of the profits on liquor and women and often returned home with no money. Tired of his mismanagement, Guzmà ¡n, at the age of 15, cultivated his own marijuana plantation with four distant cousins (Arturo, Alfredo, Carlos, and Hà ©ctor), who lived nearby. With his first marijuana productions, Guzmà ¡n supported his family financially.[28] When he was a teenager, however, his father kicked him out of his house, and he went to live with his grandfather.[33] It was during his adolescence that Guzmà ¡n earned the nickname El Chapo, Mexican slang for â€Å"Shorty†, for his 1.68 m (5 ft., 6 in.) stature and stocky physical appearance.[34][35] Though most people in Badiraguato worked in the poppy fields of the Sierra Madre Occidental throughout most of their lives, Guzmà ¡n left his hometown in search of greater opportunities; through his uncle Pedro Avilà ©s Pà ©rez, one of the pioneers of Mexican drug trafficking, he left Badiraguato in his 20s and joined organized crime Guzmà ¡n was captured in 1993 in Guatemala, extradited and sentenced to 20 years in prison in Mexico for murder and drug trafficking.[1][17] After bribing prison guards, he was able to escape from a federal maximum-security prison in 2001.[1] He was wanted by the governments of Mexico, the United States and by INTERPOL.[18] The U.S. offered a US$5 million reward for information leading to his capture, and the Mexican government offered a  reward of 30 million pesos (approximately US$2 million) for information on Guzmà ¡n.[1] Guzmà ¡n was arrested again by Mexican authorities in Mexico on February 22, 2014. He was found inside his 4th floor condo at 608 Av del Mar in the beachfront Miramar condominium in Mazatlà ¡n, Sinaloa,[19] and was captured without a gunshot being fired.

Intense Factory Farming

Eng 102 Ms. Williams March 1st, 2012 Essay # 2 Intense Farming In our world today we no longer are able to farm clean natural products for others to consume. A factory farm is where animals are bred and fattened using modern industrial methods. This method allows more farming jobs to stay in the US. If we had to do it the way a farm has been run in the past, farmers wouldn't be able to compete with prices of food from China because their labor costs are much lower.According to The Scientific Veterinary Committee of the European Commission has stated, â€Å"Since the extent of the inactivity and unresponsiveness indicates abnormal behavior, the sows may well be depressed in the clinical sense and poor welfare is indicated. † Although factory farming produces more of the product to be mass distributed among countries, animals are being treated as an object instead of a living creature. These methods are rather cruel and can be harmful to these animals. These living things are he re for humans to have domain over them but the nature that these factory farmers are pursuing it is unethical and wrong.There are many more facts to be explored and through these resources one can develop the opinion whether or not these actions are right or wrong. Factory farming is something that has evolved over time. Without the advancements in medicine there would be no way our livestock would end up like this. CAFO is known for specializing in the raising of domestic pigs to be slaughtered when they have reached the proper weight. This system of pig production, grower pigs are housed indoors in group-housing or sheds. Pregnant pigs are housed sow stalls or pens and give birth in these crates.A gestation crate is only 7 feet by 2 feet; it is enclosed so the pigs aren’t able to move around freely. Animal welfare supporters see the use of gestation crates as one of the most inhumane features of animal production. More than ninety percent of pigs in the U. S. today are rais ed on factory farms. These pigs spend their entire lives in cramped, filthy warehouses under the constant stress of intense confinement. Their natural ways are denied through this system that supposedly produces more in the cost of the happiness and welfare of an animal. When the time comes for slaughter, pigs are forced onto transport trucks that travel for many miles through all weather extremes. Many die of heat exhaustion in the summer or arrive frozen to the inside of the truck in the winter. According to industry reports, more than 1 million pigs die in transport each year, and an additional 420,000 are crippled by the time they arrive at the slaughterhouse. Because of improper stunning methods, many pigs are still conscious when they are dumped into scalding-hot water, which is intended to remove their hair and soften their skin. †

Corporate Law and Governance Essay

Question 1 Bryan, Sarah, Jason, Calvin and Rubini are interested in starting a travel agency specializing in tours around Sabah. They are keen in having an office at Damai, Kota Kinabalu and to hire a few staff. Their initial capital is RM30, 000 each. They are also planning to acquire MPV vans to cater to small groups of travelers. All of them agreed to be involved in the management of the business and to make decision together. However, they are seeking your advice as to which business structure would best serve their purpose.  Advise Bryan, Sarah, Jason, Calvin and Rubini. (15 marks) Question 2 If they have decided to form a private limited company for their business, what are the things they need to consider in incorporating a company? They would like to use Friendly Tours Sdn Bhd as the name of their business. Also, they agreed to appoint Rubini as the Managing Director of the company for 5 years. Advise them in the drafting of the Memorandum and Article of Association. (15 marks) Question 3 In May 2013, they would like to expand their business in exporting fresh food and vegetables to Sarawak.  They are not sure whether they are allowed to divert from their initial objective in travel agency business. They also would like to change their business name to Borneo Connection Sdn Bhd. In the recent meeting, Sarah was appointed as Managing Director of their business instead of Rubini as stated in the Article of Association. Advise Bryan, Sarah, Jason, Calvin and Rubini in the situations above. (15 marks) Question 1 There are three types of business structure which are sole proprietorship, artnership and company. Choosing the right type of business structure is one of the most important choices of all for which they have to make when starting a business. Not only will this decision has an impact on their liability, it will also affect their ability to raise capital, management and decision making rights. Since there are five people who are interested in starting new business, it is important for them to compare and choose whether a partnership or company will best suit to their purpose. According to Section 3(1) of Partnership Act 1961, a partnership is the relation which subsists between persons carrying on business in common with a view of profit. In other words, they must continuously carry on travel agency business and all partners agreed to operate the travelling business together with the intention to make profits from it. As for company, it is an artificial legal person who is bound by law to manage company. It is a separate legal entity for which its legal identity separates itself from its members, officers, employees and others who form the company. In term of management and decision making, there are two types of partners in partnership: dormant partner who is not participate in management of the firm and managing partner who manages and makes all business decision of the firm, subject to any agreement requiring them to obtain consent of all other partners. According to the situation, all five of them are agreed to be involved in the management and to make decision together, so it is confirmed that they are all managing partners of the partnership and it is clearly set out in their written agreement. Hence, they are entitled to manage the partnership together and they have a wider pool of skills, knowledge and experiences collectively from all partners, so they have more inputs and suggestions to a better management of the business. In decision making wise, any major decision relating to any change which will affect the nature of the partnership must obtain the consent of all partners by carrying out formal meeting. For instance, type of business carried on, admission and removal of partners, and dissolution of partnership. Otherwise, they can freely make decision in their own or perhaps together by carrying out a less formal meeting, provided they are acted in good faith. As for a company, although only person who are appointed as director has the power to manage the company, members of the company have the definite voting rights in any major decision making. So, director has to comply with statutory requirements, which is to carry out general meetings by sending out notices of meeting to all members and must pass certain resolution from the members in order to obtain their consent and reach a decision. Yet, the procedures in decision making in a company compared to a partnership is more tedious and time-consuming, especially when facing crucial matters to be solved in short amount of time. So, it is better to form a partnership in terms of management and decision making. As mentioned previously, partnership is not a separate legal entity and hence, they are having unlimited liability. All partners are personally and jointly responsible for all debts and obligations of the firm. Not only it might end up with dissolution of the partnership, personal properties of partners can be seized to settle the business when the firm’s fund is insufficient to cover debts and obligations incurred during the ordinary course of the business. Unlike a company, it is a separate legal entity which separates itself from its members. As a result, only company is fully liable for debts and obligations incurred by itself while members’ liability is only limited to the unpaid amount of their shares capital, as established in case Salomon v Salomon & Co Ltd. The creditors claimed that Salomon and his company were one and the same and they should be repaid in top priority. However, the court held that he is not liable for debts of the company due to separate legal entity. Hence, in the event of winding up, creditors cannot bring actions against members of the company to contribute more than their initial contribution in debts settlement and so, their personal assets are not affected. Therefore, it is better to form a company in term of personal liability. Apart from that, they are planning to acquire several MPV vans in order to support their business but apparently their initial capital contribution which is totaling RM150, 000 is merely sufficient to acquire one or two second-hand MPV van. So, in term of raising capital, partnership’s fund is raised through capital contribution by all partners. If they wish to raise more capital by admitting more partners into the business but prior to admission, they must dissolve the partnership and form a new partnership consisting old and new members again, and perhaps their previous written agreement must be re-wrote. However, continuous admission of new partner may not be the solution if they wish to expand the business as the amount of capital contribution from each partner may not collectively big enough to do so. As for company, a private limited may normally issue shares or debentures to family, friends or employees by way of a private arrangement while a public limited may invite public to subscribe for its shares or debentures. Also, a private limited may convert to public limited by passing special resolution to raise more capital. Despite the risk of being a new business and compilation of statutory procedures, the amount of capital raised may be relatively more than the amount of capital contributed by each partners in the partnership. Therefore, it is better to form a company in term of raising capital and business expansion. Furthermore, partnership is not a separate legal entity and it can be easily dissolved upon the death, retirement, or new admission of any partner. Hence, partnership’s duration of existence is uncertain and has a finite lifespan. Meanwhile, since company is a separate legal entity, it has the characteristic of perpetual succession. In other words, despite any changes occur in its membership, they should not worry about dissolution of the company as it is has an infinite lifespan and exists perpetually until it is legally wound up or deregistered. As such in case Re Noel Tedman Holdings Pty Ltd, a husband and wife who were the only directors and members of the company were killed in an accident but the court held that the company is not affected by the accident and would continue to exist. Therefore, it is better to form a company in term of duration of existence. In conclusion, compared to a partnership, they are recommended to form a company in terms of limited liability of members, easier to raise more capital and its perpetual succession. Question 2 When they have chosen to form a private limited company, they should appoint a promoter to assist them in formation of company by performing secretarial services. Firstly, the promoter must conduct name search on the availability of proposed company’s name. Next, incorporation documents such as Memorandum of Association (hereinafter referred as MA), Articles of Association (hereinafter referred as AA), statutory declarations and any prescribed forms must be lodged with Registrar of Companies’ (hereinafter referred as ROC) within three months from the date of approval of the company’s name. Upon submission of documents and payment of fees, ROC will issue certificate of incorporation to them. In MA, they need to state the name clause, registered office, object clause, share capital clause and liability clause. While setting out name clause, they need to apply name search to ROC to check on the availability of their company’s intended name which is Friendly Tours Sdn Bhd. However, care must be taken where they should not register their company in a name that in opinion of ROC is undesirable or unaccepted by the Ministers, and also confusingly similar to the name of an existing company. In addition, they must include ‘Sendirian Berhad’ or the abbreviation ‘Sdn Bhd’ in their company’s name as it is a private limited company. Once they obtain bona fide approval from ROC, the name is reserved for three months from the date of approval. Next, they should set travel agency business which tours around Sabah as their company’s principal object clause and from thereafter it defines their company’s legal capacity when entering into any contract. Yet, in order to expand their company’s legal capacity and evade ultra vires act, they are advised to draft their object clause in widest possible terms by including many conceivable forms of activities, either dependent or independent to company’s principal object clause i. e. ravelling business, and each of it should be regarded as a separate and independent object in its own paragraph. Furthermore, they have to state the amount of company’s initial authorized share capital, which is RM150, 000 and its division into shares of a fixed amount, which can be 150,000 ordinary shares of RM1 per share. They can increase or decrease their authorized share capital in future by passing ordinary resolution. Also, their liability as a member in the company also must be stated, which is limited to the unpaid amount on their share capital, to protect their personal assets in the event of winding up. Other information such as company’s registered office which located at Damai, Kota Kinabalu, subscribers clause and association clause must also be stated in MA. As a private limited company, it is open for them to decide whether to adopt its own AA which meets company’s requirements, adopt Table A of Fourth Schedule as its AA or a combination of Table A articles with specific articles designed to meet company’s requirements. However, under Section 30(2) of Companies Act 1965, Table A will be AA of their company if they failed to register its articles upon registration. Any further alteration of AA is required to pass special resolution under some conditions. In drafting of AA, information such as appointment and removal of directors should be included in AA. To be appointed as a director, Rubini must be a natural person which is at least 18 years old and not being disqualified from being a director. Since they are forming a private limited company, they are allowed to name Rubini as Managing Director of the company and state a five years term of office in AA provided she is not 70 years old and above. Then, they should ensure that the company has at least two directors including Rubini who shall be named in AA as the first directors of the company and will hold office until the first Annual General Meeting where they will automatically retire (except Rubini in this situation). If they adopt Articles 64, 66 and 67 of Table A, retiring directors may be reappointed and the company may increase or decrease the number of directors in a general meeting by ordinary resolution. Furthermore, board of directors may have the power to appoint anyone as a director either to fill in casual vacancy or addition to existing board members if they adopt Articles 68 of Table A. Also, they have rights as members of the company to remove a director by ordinary resolution before his term of office expires. Yet, it is always subjected to company’s AA such as a provision is provided not to remove a director. They should also include the duties and powers of being a director, for example Rubini must greatly exercise her duties of care, skill and diligence. Other officers such as company secretary and auditor must be appointed at least one in the company and his legal position and duties must be clearly set out in company’s AA. In addition, they should include rights of various classes of shareholders in terms of company’s profitability, repayment of capital, transfer of shares, and decision making process. Detailed information regarding share capital should be clearly furnished such as methods of issuance of shares, transfer of shares, share buyback and reduction of capital. For debenture holders’ protection, they may need to state rules relating any fixed or floating charges attaching to specific properties as a security to creditors in case of unable to repay any loan or borrowing. Notices and procedures to meeting and winding up also must be stated in AA. Apart from that, they must insert restrictions as contained in Section 15(1) of Companies Act 1965 into MA and AA as a result of being a private limited company. For instance, it restricts its members’ rights to transfer shares. It also cannot have more than 50 members. The company, too, cannot raise capital by a way of offering shares and debentures to public or the public deposit money with the company. In a nutshell, they will receive certificate of incorporation upon successful registration of the company. Certificate of incorporation signifies that their company has been duly registered on date mentioned in it and restrictions in Section 15(1) of Companies Act 1965 will be effective. Besides, incorporation may bring forth effect that the company is a body corporate with the powers of an incorporated company, where it may sue or be sued in its own name, has a perpetual succession, may own property and the liability of its members may be limited. Question 3 During commencement of business, the company may wish to expand its business, change its name or alter provisions relating internal management. The company is permitted to do so by altering MA and AA by virtues of Section 21 and 31 of Companies Act 1965. MA is allowed to be altered to the extent and in the manner which is provided by the Act under Section 21 of Companies Act 1965. Meanwhile, Section 31 of Companies Act 1965 states that articles in AA may be altered or added by special resolution and become valid as if originally contained in the articles despite subjected to few limitations. The first issue arises in this question is whether the company is allowed to divert their initial objective in travel agency business and expand their business in exporting fresh food and vegetables. Upon incorporation, the legal capacity of the company is defined by object clause which has been stated in MA and it is not allowed to enter into any contract with third party, of which the purpose goes against its object. Otherwise, such act by the company is deemed to be an ultra vires act. Hence, the contract cannot be ratified by the company and considered as void contract which is shown in case Ashbury Railway v Riche. The company entered into a contract to build a railway station in Belgium for which the purpose went against their object clause of making, selling and hiring railway carriages. The court held that the contract was considered as void as it was beyond the legal capacity of the company to undertake it. So, in their situation, the company is not supposed to enter into any contract including exporting fresh food and vegetables because their legal capacity is only limited to travel agency business which tours around Sabah. However, Section 20 of Companies Act 1965 has provided that even an ultra vires contract is still valid if it has been executed despite company’s lack of capacity to enter into it. Meanwhile, if the contract has yet to be executed, minority shareholders may file for injunction to restrain company from performing the contract. Nevertheless, it is for the company’s best interest to evade the purpose of ultra vires doctrine by altering its object clause under Section 28 of Companies Act 1965. In case Bell House Ltd. v City Wall Properties Ltd. , defendant refused to pay procuration fee to company on the ground that the contract was made outside company’s object clause. However, there was such clause in MA which allowed company ‘to carry on business or any trade whatsoever in opinion of board of directors be advantageously carried on by the company in connection with or ancillary to any of the above business or the general business of the company’. Although there was no relationship with main object clause, the court held that it was within plaintiff’s legal capacity due to the bona fide opinion of board of directors. Therefore, based on their situation, the company can widen the scope of object clause by adding such clause into their MA in order for them to expand their business in exporting fresh food and vegetables. Apart from that, notices must be sent out to all members within 21 days of the general meeting and the company must pass a special resolution from members who attend and vote at the general meeting. Then, if there is no objection to the alteration within 21 days after passing of resolution, the company has to lodge with ROC within 14 days in order for the alteration to come in effective. The second issue arises is whether the company can alter its name in MA from Friendly Tours Sdn Bhd to Borneo Connection Sdn Bhd. Prior to alternation, the company must conduct name search and apply to ROC to check on availability of its proposed new name which is Borneo Connection Sdn Bhd. It must also ensure that the new name is not undesirable or unacceptable in the opinion of ROC or similar to the name of an existing company. Once it obtains approval from ROC, the new name will be automatically reserved for 3 months and the company must perform steps to change its name within the reservation period. Then, under Section 23(1) of Companies Act 1965, the company must provide notice of 21 days to all members of the general meeting and pass a special resolution from members who attend and vote at the general meeting. Upon that, ROC will only re-issue certificate of incorporation under the new name i. e. Borneo Connection Sdn Bhd and effects are taken into place. However, the company remains the same legal entity as the change of name will not affect any rights or liabilities of the company. In the third situation, Sarah was appointed as the Managing Director of the company instead of Rubini as stated in AA. Firstly, the first issue arises is regarding validity of naming Rubini as Managing Director in AA. Section 123 of Companies Act 1965 has stated that a person shall not be named as a director or proposed director in MA or AA or company’s prospectus but this section is not applicable to a private limited company. So, it is valid to name Rubini as the Managing Director. Assuming Rubini’s term of office is not stated in AA, she will hold office until the next Annual General Meeting where she will retire automatically and may be re-elected for next appointment. However, there is also a possibility where members of the company may remove Rubini as Managing Director by ordinary resolution before her term of office expires. Hence, Rubini should be given special notice of 28 days of the general meeting where she is proposed to be removed. Yet, based on the situation, she was not given any notice regarding removal of her position and Sarah was directly appointed as the Managing Director and therefore, it brought up straight to the next issue on whether Sarah is eligible to be appointed as Managing Director. The person must be a natural person who at least 18 years old and above, has consented to appointment and not being disqualified from being a director can be appointed as a director. So, it is assumed that Sarah has fulfilled the criterion and she can be appointed as the Managing Director. Upon successful appointment of Sarah as the Managing Director, it brought up the key issue on whether the contract between Rubini and the company is in breach. Section 33(1) of Companies Act 1965 has explained that MA and AA perate as a contract which only binding the company and its members, and members amongst themselves, but not between the company and outsiders. Generally, director is merely an officer but not a member of the company and so, he is considered as an outsider. Since he is not privy to the contracts, he cannot enforce any rights that MA or AA purport to confer upon them. However, Rubini has been validly named as the Managing Director of the company in AA and so, she has a valid contract between the company and herself. Therefore, she can enforce her rights against the company if the company fails to observe provisions in AA. This situation is supported by the case Southern Foundries v Shirlaw. Shirlaw sued for breach of contract because he was removed by Federation Foundries which altered the articles of Southern Foundries to give them power to remove Shirlaw before his ten years term of office was expired. The court held that an alteration of the articles was not amounted to a breach of contract but their act on altered articles was deemed to be and, therefore, Shirlaw was only entitled to damages. From the case, judge of the case has laid down the general principles where a company is not precluded from altering its articles so as to give itself to act upon altered articles, but acting on altered articles is construed as a breach of contract. Moreover, no injunction can be granted to prevent the adoption of the new articles but damages was the only remedy for breach of contract. In Rubini’s situation, there is a breach of contract as the company appointed Sarah as the Managing Director instead of her who has been stated in AA and it was assumed that the alteration of articles was in progress. Yet, she cannot re-enforce her appointment since she cannot prevent company from altering its AA as it is given the power to do so under Section 33(1) of Companies Act 1965. So, she can only obtain damages for wrongful dismissal. In conclusion, the company is allowed to expand its business scope and change its name to a new name as long as it passes special resolution. However, Rubini was only entitled to damages as a result of wrongful dismissal because she cannot restrain the company from performing alteration in articles.