click links in text for more info
SUMMARY / RELATED TOPICS

Shareholder rights plan

A shareholder rights plan, colloquially known as a "poison pill", is a type of defensive tactic used by a corporation's board of directors against a takeover. In the field of mergers and acquisitions, shareholder rights plans were devised in the early 1980s as a way to prevent takeover bidders from negotiating a price for sale of shares directly with shareholders, instead forcing the bidder to negotiate with the board; such a plan gives shareholders the right to buy more shares at a discount if one shareholder buys a certain percentage or more of the company's shares. The plan could be triggered, for instance, if any one shareholder buys 20% of the company's shares, at which point every shareholder will have the right to buy a new issue of shares at a discount. If every other shareholder is able to buy more shares at a discount, such purchases would dilute the bidder's interest, the cost of the bid would rise substantially. Knowing that such a plan could be activated, the bidder could be disinclined to take over the corporation without the board's approval, would first negotiate with the board in order to revoke the plan.

The plan can be issued by the board of directors as an "option" or a "warrant" attached to existing shares, only be revoked at the discretion of the board. The poison pill was invented by mergers and acquisitions lawyer Martin Lipton of Wachtell, Rosen & Katz in 1982, as a response to tender-based hostile takeovers. Poison pills became popular during the early 1980s in response to the wave of takeovers by corporate raiders such as Carl Icahn; the term "poison pill" derives its original meaning from a poison pill physically carried by various spies throughout history, a pill, taken by the spies if they were discovered to eliminate the possibility of being interrogated by an enemy. It was reported in 2001 that since 1997, for every company with a poison pill which resisted a hostile takeover, there were 20 companies with poison pills that accepted takeover offers; the trend since the early 2000s has been for shareholders to vote against poison pill authorization, since poison pills are designed to resist takeovers, whereas from the point of view of a shareholder, takeovers can be financially rewarding.

Some have argued that poison pills are detrimental to shareholder interests because they perpetuate existing management. For instance, Microsoft made an unsolicited bid for Yahoo!, but subsequently dropped the bid after Yahoo! CEO Jerry Yang threatened to make the takeover as difficult as possible unless Microsoft raised the price to US$37 per share. One Microsoft executive commented, "They are going to burn the furniture, they are going to destroy the place." Yahoo has had a shareholders rights plan in place since 2001. Analysts suggested that Microsoft's raised offer of $33 per share was too expensive, that Yang was not bargaining in good faith, which led to several shareholder lawsuits and an aborted proxy fight from Carl Icahn. Yahoo's stock price plunged after Microsoft withdrew the bid, Jerry Yang faced a backlash from stockholders that led to his resignation. On 1 October 2018, Donald Trump treated with the USMCA partners a trade deal contingent on a poison pill between the sovereign states partners, in clause 32.10, whereby all must notify all if one intends "to enter trade talks with a non-market economy".

If the US administration is dissatisfied with the content of the other trade agreement, it can abrogate the USMCA treaty. In publicly held companies, "poison pills" refer to various methods to deter takeover bids. Takeover bids are attempts by a bidder to obtain control of a target company, either by soliciting proxies to get elected to the board or by acquiring a controlling block of shares and using the associated votes to get elected to the board. Once in control of the board, the bidder can manage the target; as discussed below, targets have various takeover defenses available, several types of defense have been called "poison pills" because they harm not only the bidder, but the target as well. The most common type of takeover defense is a shareholder rights plan; because the board of directors of the company can redeem or otherwise eliminate a standard poison pill, it does not preclude a proxy fight or other takeover attempts not accompanied by an acquisition of a significant block of the company's stock.

It can, prevent shareholders from entering into certain agreements that can assist in a proxy fight, such as an agreement to pay another shareholder's expenses. In combination with a staggered board of directors, however, a shareholder rights plan can be a defense; the goal of a shareholder rights plan is to force a bidder to negotiate with the target's board and not directly with the shareholders. The effects are twofold: It gives management time to find competing offers that maximize selling price. Several studies indicate that companies with poison pills have received higher takeover premiums than companies without poison pills; this results in increased shareholder value. The theory is that an increase in the negotiating power of the target is reflected in higher acquisition premiums; the target issues a large number of new shares preferred shares, to existing shareholders. These new shares have severe redemption provisions, such as allowing them to be converted into a large number of common shares if a takeover occurs.

This dilutes the percentage of the target owned by the acquirer, makes it more expensive to acquire 50% of the target's stock. A “flip-in” permits shareholders, except for the acquirer, to purchase additional shares at a discount; this provides investors with instant

Next Icelandic parliamentary election

The next Icelandic parliamentary election to elect members of the Althing will be held no than 23 October 2021. The 2017 parliamentary election was called after the collapse of the coalition government between the Independence Party, Reform Party, Bright Future after the withdrawal of the latter over a breach of trust involving a request to grant a convicted child sex offender "restored honor" from the father of Prime Minister Bjarni Benediktsson. In the 2017 election, the Independence Party lost 5 seats and was reduced to 16, while the Reform Party lost 3 to win 4, Bright Future was eliminated from the Althing entirely; the Left-Green Movement gained 1 seat to win 11, the Social Democratic Alliance gained 4 seats to win 7, the Progressive Party remained steady with 8 seats, the Pirate Party lost 4 seats and was reduced to 6 in total. Two parties entered the Althing for the first time, with the People's Party securing 4 seats and the Centre Party winning 7 seats. With 16 seats and 25.2% of the vote, the Independence Party achieved its second-worst electoral performance in its history in terms of vote percentage, the worst being the 2009 election, tied its record low number of seats.

A total of 24 women were elected compared to 30 in the 2016 election. Of those elected to the Althing, 19 are new, but this is lower than in 2016 with 32. On 30 October, President Guðni Th. Jóhannesson met with the leaders of the eight parliamentary parties; the four former opposition parties held informal talks, with the Progressive Party in pole position to determine whether the Independence Party or the Left-Greens would lead the next government. After meeting with Guðni, Left-Green leader Katrín Jakobsdóttir declared that she wanted to form a government with the four former opposition parties, noting that though a coalition with additional parties would provide more than 32 seats, it was out of consideration before a four-party coalition was first attempted. On 2 November, Guðni Th. Jóhannesson granted Katrín Jakobsdóttir, leader of the Left-Green Movement, the mandate to form a coalition between her party, the Progressives, Social Democratic Alliance, Pirates, the four having agreed to begin formal coalition talks.

On 6 November, after the Progressives announced that they would not continue talks over difficult issues with such a thin majority, Katrín announced that she would return her mandate. In the following days, the leaders of the Left-Greens, Independence Party, Progressive Party discussed the possibility of forming a coalition together, with the Left-Greens insistent that Katrín become prime minister in that case, an idea supported by the Progressives. Talks between the three parties were completed swiftly, after meeting with Katrín on 28 November, Guðni formally granted her the mandate to lead a government with the Independence Party and Progressive Party, pending the support of each of the parties, with the new government seated on 30 November. According Article 22 of the constitution, the president must convene the newly elected Althing within 10 weeks of the election, though it may need to meet earlier in order to approve the 2018 budget; the 63 members of the Althing are elected by closed list proportional representation in six multi-member constituencies, with 54 seats distributed between parties at the constituency level with no electoral threshold and 9 leveling seats assigned to party lists at the national level with a threshold of 5 percent required in order to ensure proportionality with the election result.

The 54 constituency seats are distributed within each constituency according to the D'Hondt method. Election lists are determined by parties. In the 2017 election, the Social Democratic Alliance received 7 seats – fewer than the Progressive Party, which came third in number of seats – despite the fact that it came third in the overall vote, with the Centre Party receiving more votes but securing fewer seats than the Progressive Party. In the aftermath of the election, two professors at the University of Akureyri suggested that there was no need for a national constituency to allocate equalization seats, that 15 leveling seats would be necessary to ensure proportionality in the future. In addition, the imbalance in number of votes between constituencies nearly violated the level stipulated in the constitution, with 2,690 votes cast in the Northwest constituency compared to 5,346 in the Southwest constituency, a ratio of 199%, just short of the constitutional limit of 200%. Per Article 20 in Chapter V of Act No. 24 from the 16 May 2000 Law Concerning Parliamentary Elections to the Althing, last amended in 2017, elections must be held no than the same weekday of the month four years after the previous elections, counting from the turn of the month.

The table below lists parties represented in the Althing after the 2017 parliamentary election and which are polled. The sample size listed is the total number of responses. D = Independence Party, V = Left-Green Movement, S = Social Democratic Alliance, M = Centre Party, B = Progressive Party, P = Pirate Party, F = People's Party, C = Reform Party, J = Socialist Party. Results and information on elected members from Morgunblaðið Official results from the National Electoral Commission Electoral statistics for parliamentary electi

Columbus Air Force Base

Columbus Air Force Base is a United States Air Force base located in Columbus, Mississippi. The host unit at Columbus AFB is the 14th Flying Training Wing, a part of Air Education and Training Command. Columbus Air Force Base was established in 1941, after the US War Department authorized a pilot training base in Columbus, Mississippi, it was named Kaye Field, after World War I flying ace Samuel Kaye, Jr. but confusion with nearby Key Field in Meridian, Mississippi led to it being renamed as Columbus Army Flying School. The base was deactivated after the end of World War II, but was reactivated four years with the beginning of the Korean War. In 1955, Columbus AFB was transferred to Strategic Air Command and was occupied by the 4228th Strategic Wing, which became the 454th Bombardment Wing. In 1969, Columbus AFB was transferred back to Air Training Command, was occupied by the 3650th Pilot Training Wing, which became the 14th Flying Training Wing in 1972. Flying and notable non-flying units based at Columbus Air Force Base.

Units marked GSU are Geographically Separate Units, which although based at Columbus, are subordinate to a parent unit based at another location. Air Education and Training Command Nineteenth Air Force 14th Flying Training Wing 14th Comptroller Squadron 14th Operations Group 14th Operations Support Squadron 14th Student Squadron 37th Flying Training SquadronT-6A Texan II 41st Flying Training Squadron – T-6A Texan II 43rd Flying Training Squadron 48th Flying Training SquadronT-1A Jayhawk 49th Fighter Training SquadronT-38C Talon 50th Flying Training Squadron – T-38C Talon 14th Mission Support Group 14th Civil Engineering Squadron 14th Communications Squadron 14th Contracting Squadron 14th Force Support Squadron 14th Logistics Readiness Squadron 14th Security Forces Squadron 14th Medical Group 14th Medical Operations Squadron 14th Medical Support SquadronAir Force Reserve Command Tenth Air Force 340th Flying Training Group 43rd Flying Training Squadron – T-1A Jayhawk, T-6A Texan II

The Banks of Sweet Primroses

"The Banks of Sweet Primroses", "The Banks of the Sweet Primroses", "Sweet Primroses", "As I Walked Out One Midsummer Morning", "As I Rode Out" or "Stand off, Stand Off" is an English folk song. It was popular with traditional singers in the south of England, has been recorded by many singers and groups influenced by the folk revival that began in the 1950s; the narrator goes out into the countryside on a midsummer morning. He sees an attractive young woman "down by the banks of the sweet primroses", he asks her why she is distressed. He tells her he will make her "as happy as any lady" if she will grant him "one small relief", she says he is false and deceitful. She says he is responsible for making her "poor heart to wander" and that it is pointless to comfort her, she says. The narrator offers this advice to romantically-inclined young men: "There's many a dark and dusky morning, turns out to be a most sunshiney day"; the Roud Folk Song Index contains 329 examples. 92 examples were collected in England in Southern England.

2 were collected from singers in Wales, 2 from Scotland, the only examples from outside Britain were from 2 singers in the same part of Nova Scotia. The earliest recorded version was by the Welsh singer Phil Tanner, recorded in 1937. In the nineteenth century many publishers of Broadside ballads printed versions of "The Banks of Sweet Primroses". Peter Kennedy's recording of Gloucestershire singer Emily Bishop, made in 1952, is on the GlosTrad website. Two versions by Phil Tanner are available on the CD "The Gower Nightingale". Several versions by traditional singers have been published by Topic Records in the Voice of the People series. Seamus Ennis recorded Bob, John and Ron Copper of the Copper Family of Rottingdean, Sussex singing their family version in April 1952; the song has been recorded by Shropshire singer Fred Jordan, the Suffolk singer Bob Hart. A rendition by Bob Hart recorded by Reg Hall is available online at the British Library Sound Archive. Many singers involved in or inspired by the second have performed and recorded versions of "The Banks of Sweet Primroses", including Shirley Collins on her LP Sweet Primeroses, The Dubliners Fairport Convention, Martin Carthy and Dave Swarbrick, June Tabor, Martin Simpson, Eliza Carthy.

Steve Roud writes that this song was so popular with traditional singers at the beginning of the 20th century that some collectors did not bother to note down every example. He comments that the story seems incomplete and mysterious, in that we don't know what the narrator had done to so distress a young woman he doesn't appear to know, or why the ending is so upbeat. Ralph Vaughan Williams and A. L. Lloyd make the observation that "Tune and text have shown remarkable constancy" through many collected versions, conclude that "Clearly, singers have found the song unusually memorable and satisfactory, for the process of oral transmission seems to have worked little change on it"; the first line of the song was the inspiration for the title of Laurie Lee's autobiographical travel memoir As I Walked Out One Midsummer Morning

Susanne von Caemmerer

Susanne von Caemmerer ForMemRS is a professor and plant physiologist in the Division of Plant Sciences, Research School of Biology at the Australian National University. She has been a leader in refining biochemical models of photosynthesis. Von Caemmerer received a Bachelor of Arts degree in mathematics in 1976 from Australian National University, she received her PhD in plant physiology in 1981. With Graham Farquhar and Joe Berry, her early work in plant physiology led to the development of a biochemical model of C3 photosynthesis; the model that mathematically describes the balance of photosynthetic limitations between light-driven energy supply and carbon diffusion substrate supply has become a cornerstone of research into photosynthesis at the leaf-level and carbon fluxes at larger scales. She serves on the editorial board of the journal Plant, Cell & Environment, she was awarded the Charles F. Kettering Award in recognition of her excellence in the field of photosynthesis in 2014 by the American Society of Plant Biologists.

She was elected a fellow of the Australian Academy of Science, the German Academy of Sciences Leopoldina in 2006 and a Fellow of the Royal Society in 2017

Elizabeth Towne

Elizabeth Jones Towne was an influential writer and publisher in the New Thought and self-help movements. Elizabeth Jones was born in the daughter of John Halsey Jones, she first married to Joseph Holt Struble. They had two children and Chester, they divorced in 1900. She relocated to Holyoke, Massachusetts that same year. Both Elizabeth Towne and her second husband were for many years associated with the International New Thought Alliance, served on its board in various capacities, she served as the president of INTA in 1924. In 1926 she ran for and obtained a seat on the board of aldermen, the predecessor of Holyoke's city council, she would be the first woman to do so in Holyoke, the first married woman to obtain a position on a board of aldermen in the state, in 1928, while losing to her opponents, became the first woman in the city to run for the office of mayor. Towne was the founder and publisher of Nautilus Magazine, a journal of the New Thought Movement that ran from 1898 through 1953, when she brought it to a close due to her advancing age.

She operated the Elizabeth Towne Company, which published an extensive list of New Thought, self-help, self-improvement books by herself and writers such as William Walker Atkinson, Kate Atkinson Boehme, Paul Ellsworth, Orison Swett Marden, Edwin Markham, Clara Chamberlain McLean, Helen Rhodes-Wallace, William Towne, Wallace Wattles. In 2015, her book "Just How To Wake The Solar Plexus" was narrated by Hillary Hawkins and published in audiobook form; the title page of Towne's book The Life Power and How to Use it is shown in the opening sequence of the 2006 movie The Secret, the film presents many of the ideas that she promoted, along with those of Wallace Wattles and William Walker Atkinson. In addition to the many articles and editorials she wrote for Nautilus Magazine during its 55-year history, books by Elizabeth Towne include: Experiences in Self-Healing Fifteen Lessons in New Thought or Lessons in Living Happiness And Marriage Health Through New Thought and Fasting How to Grow Success How to Use New Thought in Home Life Lessons in Living The Life Power and How to Use It Joy Philosophy Just How to Concentrate Just How to Cook Meals Without Meat Just How to Train Children and Parents Just How to Wake the Solar Plexus Elizabeth Towne Co. 1906..

1926. Practical Methods for Self-Development: Spiritual, Physical You and Your Forces Your Character New Thought Movement List of New Thought writers Johnson, Clifton. "Elizabeth Jones Towne". Hampden County, 1636-1936 - Individual and Family Records. III. P. 275–277. A brief Elizabeth Towne biography Works by Elizabeth Towne at Project Gutenberg Works by or about Elizabeth Towne at Internet Archive Just How To Wake The Solar Plexus Audiobook