Advantages And Disadvantages Of Staying At A Hotel

Staying at a hotel? You have to use these amazing life hacks (-- removed HTML --) People love to travel. They enjoy seeing new places, experiencing new cultures, and meeting new people. But there’s one thing that many people don’t like about traveling and that’s staying in hotels. People want to be able to sleep in their own beds and get a good night’s sleep - something that eludes many people when they’re staying in a hotel. For the people who are traveling on vacation this isn’t the biggest problem because vacations only last a couple of weeks, but for the business person who travels all of the time for work hotels can be a drain on the system. If you’re staying in a hotel for a vacation or for business you have to use these amazing†¦show more content†¦You can adjust the height of the board to match the height that you need for your kids to sit comfortably, and, if they spill anything on the ironing board it’s easy for the hotel to remove the ironing pad and wash it. (-- removed HTML --) Don’t pay for room service Ordering hotel room service is incredibly expensive and usually eating at the hotel is also expensive. If you’re looking at cutting down food costs don’t order room service or eat at the hotel, but instead order in food. There are so many places that deliver food to you and it doesn’t matter if you’re at your home or in a hotel room. Find what you want to eat, place the order, and have it show up at your hotel room door a reasonable time later. (-- removed HTML --) Shower as a steamer Did some of your clothes get wrinkled in your suitcase or from the plane ride? That’s okay because there’s an easy way to handle those wrinkles. Put the wrinkled garments in the bathroom when the shower is running. The steam from the shower will smooth out any and all wrinkles you have and you don’t have to pay the hotel to steam your clothes for you. (-- removed HTML --) Pillows as dividers If you’re travelling with kids you can use pillows to divide the bed and give each kid their own space. Doing this also stops (before they can even start) any fights between the kids about someone being on their side. The pillows determine the sides and shouldShow MoreRelatedNational Rating Scheme And Social Media Rating Schemes1071 Words   |  5 Pages1. Introduction: 1.1 Authorisation and purpose: This report focuses the advantages and disadvantages of the national rating scheme and social media rating schemes such as Tripadvisor. 1.2 Limitations Limitations that occurred with this report are the sources. Some sources might not be creditable or up to the standards of the International College of Hotel Management. Another limitation is that some of the sources will be bias and not have enough knowledge and information for this report. 1.3 ScopeRead MoreThe Carlson Company : A Global Marketing, Travel, And Hospitality Company1005 Words   |  5 Pagesinformation to the hotel to see signs of illegal actions. In 2006, the Carlson Company wanted to expand their industry to other countries. They chose Cuba as their first destination of expansion. The Carlson Company wanted to establish a hotel in a lucrative area of Costa Rica. After the Carlson Company research the area more, they found out that the area was known for children sex trafficking and prostitution. Some executives at the Carlson Companies feared to expand the Regent hotel chain into CostaRead MoreSentiment Analysis : Customer Review Data809 Words   |  4 Pagesto this is the availability of real-time data about the hotel from customers. 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For instance, Disneyland Paris were concerned about providing consumers with the best needs and experience on rides, offers, hotel, park, this shows Disneyland Paris made a huge mistake opening hotel and TokyoRead MoreCase Study of Diamond Hotel1535 Words   |  7 PagesReport at â€Å"Diamondback Plaza Hotel† In partial fulfillment of the requirement for the degree of Bachelor of Science in Hotel and Restaurant Management December 2012 I- Title II- Executive Summary III- Time Context IV- View Point V- Statement of the Problem VI- Objectives VII- Areas of Consideration VIII- Alternative Course of Action IX- Decision Matrix X- Recommendation EXECUTIVE SUMMARY Diamondback Hotel is a large hotel in a popular vacation area. The hotel is known on their reputationRead MoreImportance And Challenges Of The Hospitality Industry1043 Words   |  5 Pageschallenges of the hospitality industry in Australia. By examining a number of hospitality and hotel association websites, academic resources, reports of federally registered organizations. Four main areas of concern and significance for the Australian hospitality were highlighted and examined in more detail. These areas included relationships between Hospitality Industry and Travel/Tourism Management, The Australian Hotel Association, lodging types and their employments. The paper concludes by recognizingRead Morethe advantages and disadvantages of adventure1488 Words   |  6 Pages2010, I realize that one theme keeps showing up: Adventure travel is simply good for you. So I’ve compiled a Top Ten list of the reasons why. While there are several physical health benefits to adventure travel (see Nos. 1, 2, and 3, below), the advantages for your mental wellness are just as impressive (Nos. 4, 5, and 6). Too, adventure travel can enlighten your soul (Nos. 7 and 8 ) and even help save the world (Nos. 9 and 10). Can you think of anything else that can do all that? Ten Reasons WhyRead MoreMy Personal Favorite Chain Of Hotels1311 Words   |  6 PagesI choose to focus on Marriott International Hotels. This has always been my personal favorite chain of hotels to stay at. Marriott is a leading hospitality company with revenues of nearly $13 billion a year, a fortune 500 company, and over 4,000 properties in 78 countries. They have a majority of their properties in the United States and Europe, but also have properties in Africa, Asia, Australia, Canada, Caribbean, Central America, Mexico, Middle East, and South America. I will discuss thisRead MoreRosewood Hotel Case1145 Words   |  5 PagesStudy of Rosewood Hotels Resorts Background: Established in 1979, Rosewood Hotels Resorts, a privately held company, became known for its ability to enhance a property’s value by creating unique, one-of-a-kind properties that differentiated from other chain-like luxury competitors. In early 2004, to boost the company’s growth, Rosewood considered to implement a new branding strategy to establish Rosewood as a true brand with a global reputation for iconic luxury hotels. Problem Definition: Read MoreThe Empty Nest : A Feeling Of Grief And Loneliness1579 Words   |  7 Pagesto slide into real ripe world with all new challenges of independence. Although coexisting with parents into adulthood occasionally yields negatives consequences, many researches and also adults and parents is this situation can provide assorted advantages of family togetherness. On the surface at least, this behavior seem totally inappropriate and could have a widespread negative stigma; however, not only young adults and their families but also modern society have several reasons to celebrate this

The Work-Study Program of Full-Time and Part-Time Students Free Essays

There are many similarities and differences between full and part-time students. Each student is trying for the goal of educating themselves to become more successful in life. As students begin their education there is a sense of motivation and eagerness. We will write a custom essay sample on The Work-Study Program of Full-Time and Part-Time Students or any similar topic only for you Order Now Knowing the possible compensations and honor that comes with this achievement. There can be a feeling of tension and uncertainty that comes with this new adventure. If an individual does not become discarded, and is willing to except the challenge of this feat, there is no limit to the success one can attain in their life. Students receive their degree at different times in their lives depending on their finances, responsibilities and time restraints. Full-time students are generally younger, and just out of high school. Full-time students must take a minimum number of courses, generally 12 or more semester hours. They normally have a set semester schedule of daytime or nighttime classes to choose from. They are often eligible for financial aid, or work-study programs because of the higher cost for a higher education. They may also receive a number of scholarships to help pay for their education. Full-time students usually do not have a family or as many outside responsibilities. They usually only have a part-time job and still live at home with their parents. The time restraints that full-time students have are homework, studying and fitting their job schedule into their school schedule. These students can complete a full degree program in about 4 – 5 years. Part-time students are generally older, and living on their own. For part-time students it takes a longer time to achieve the goal of graduation. Many students can not afford to go to college on a full-time basis because of the cost of education. They are often not eligible for financial aid or work-study programs because they take as few as 1 – 3 semester hour courses. Scholarships are usually not offered to part-time students. They do not normally have the problem of course overload, unless they are taking too many courses at once, while trying to work full-time. At times even one course can be too much to handle, depending on the student†s home situation. Part-time students often have additional responsibilities of home and family, and must handle their other responsibilities in addition to school. Often, part-time students are taking classes to help them in their career. Some professions require taking classes to continue their education and are taken on a part-time basis to enhance their work skills. These types of classes are normally taken evenings, weekends or holiday breaks. Part-time students sometimes have a difficult time finding the courses they need at the time they need them. It may take months or years before needed courses are offered. Whether the student is going to a university or a community college, they must consider all possibilities before entering college. If you have a full-time job or career, one would usually become a part-time student. If money in not an issue, a full-time route would probably be taken. If family is an issue, a student may decide to go part-time. Either way a student goes, the goal of a diploma can be achieved. Both full and part-time students consider their finances, responsibilities and time restraints to accomplish a higher education. Regardless of the time frame in which each person may fulfill this goal, there is usually a feeling of success, pride, and relief in knowing that graduation is at hand. Through many hours of strenuous research and sacrifice, an individual can put their knowledge towards their desired profession. This accomplishment of success is not only measured by financial rewards, but also knowing that this knowledge will help many others. How to cite The Work-Study Program of Full-Time and Part-Time Students, Papers

Art Definitions Essay Example For Students

Art Definitions Essay There are several definitions of art. These definitions depend on the interpretation of each individual. It also depends on the nature of the art and the era of the interpretation. I have noted several definitions as follows: 1. The use of art from the artists standpoint is as a means of expression (Wikipedia, 2005).2. We will write a custom essay on Art Definitions specifically for you for only $16.38 $13.9/page Order now From the artists perspective it allows one to symbolize complex ideas and emotions in an arbitrary language subject only to the interpretation of the self and peers (Wikipedia, 2005). 3. It can serve to soothe the soul and promote popular morale (Wikipedia, 2005). 4. Process of healing, through creative acts (Wikipedia, 2005). 5. It is a way of passing ideas and concepts on to later generations in a (somewhat) universal language (Wikipedia, 2005). 6. Some documentary photographs depicting un-posed real life are considered art (Wikipedia, 2005). 7. Art can connote a sense of trained ability or mastery of a medium (Wikipedia, 2005).8. It can simply refer to the developed and efficient use of a language so as to convey meaning, with immediacy and or depth (Wikipedia, 2005). 9. It can arouse aesthetic or moral feelings, and can be understood as a way of communicating these feelings (Wikipedia, 2005).10. From one perspective, art is a generic term for any product of the creative impulse, out of which sprang all other human pursuits (Wikipedia, 2005). 11. Deals with finding principles for how to express certain ideas through various kinds of symbolism (Wikipedia, 2005). 12. It can be defined as a character of the item itself or as a function of an objects context (Wikipedia, 2005).13. The product of creative human activity in which materials are shaped or selected to convey an idea, emotion, or visually interesting form (Encarta, 2005).When reading these definitions, one can make an interpretation about the different styles of art. These styles include dance, visual art, music, film, television, radio, architecture, and theater. I have chosen specific examples in each area to further explain the definitions.For dance, I have chosen a phenomenal Irish dance entitled Lord of the Dance (Lord of the dance, 1996). Michael Flatley created this masterpiece and it consists of a storyline performed entirely through Irish dancing. The definition that best describes Flatleys work is Art can connote a sense of trained ability or mastery of a medium (Wikipedia, 2005). The dancers involved in this production as well as Flatley are all masters of the Irish dance and very accomplished performers.Secondly, The Night Watch is a brilliant piece of visual art by Rembrandt (Rembrandt, 1642). This stunning piece denotes military personnel waiting to be called in order to fall in line. The balance of bright yellow colors with black, balances out the feeling for each person in the painting. It stimulates your mind by trying to decipher the soldiers thoughts. For this reason, the definition It can serve to soothe the soul and promote popular morale best describes this visual art piece (Wikipedia, 2005). It makes you feel proud of the military and how they protect us as we sleep. In regards to music, there is a heartbreaking song titled Im already there by Lonestar (Lonestar, 2001). This song describes the heartache a husband and father feels while he is away on business. He is saddened by the fact that he cannot see his wife and his children and kiss them each night before bed. Process of healing through creative acts fits this song perfectly (Wikipedia, 2005). The man is telling his wife and his children that even though he is not there, he is in everything that they see and do.In the film industry, a very realistic movie directed by Ronald Emmerich, titled The Day After Tomorrow gives the viewer chill bumps (Emmerich, 2004). It makes you realize that anything can happen at anytime. Mother Nature takes her wrath to an all new, explosive level with ice storms, tornados, and countless natural disasters simultaneously. .u6163640b7af12aae33aeee3d82d8c42b , .u6163640b7af12aae33aeee3d82d8c42b .postImageUrl , .u6163640b7af12aae33aeee3d82d8c42b .centered-text-area { min-height: 80px; position: relative; } .u6163640b7af12aae33aeee3d82d8c42b , .u6163640b7af12aae33aeee3d82d8c42b:hover , .u6163640b7af12aae33aeee3d82d8c42b:visited , .u6163640b7af12aae33aeee3d82d8c42b:active { border:0!important; } .u6163640b7af12aae33aeee3d82d8c42b .clearfix:after { content: ""; display: table; clear: both; } .u6163640b7af12aae33aeee3d82d8c42b { display: block; transition: background-color 250ms; webkit-transition: background-color 250ms; width: 100%; opacity: 1; transition: opacity 250ms; webkit-transition: opacity 250ms; background-color: #95A5A6; } .u6163640b7af12aae33aeee3d82d8c42b:active , .u6163640b7af12aae33aeee3d82d8c42b:hover { opacity: 1; transition: opacity 250ms; webkit-transition: opacity 250ms; background-color: #2C3E50; } .u6163640b7af12aae33aeee3d82d8c42b .centered-text-area { width: 100%; position: relative ; } .u6163640b7af12aae33aeee3d82d8c42b .ctaText { border-bottom: 0 solid #fff; color: #2980B9; font-size: 16px; font-weight: bold; margin: 0; padding: 0; text-decoration: underline; } .u6163640b7af12aae33aeee3d82d8c42b .postTitle { color: #FFFFFF; font-size: 16px; font-weight: 600; margin: 0; padding: 0; width: 100%; } .u6163640b7af12aae33aeee3d82d8c42b .ctaButton { background-color: #7F8C8D!important; color: #2980B9; border: none; border-radius: 3px; box-shadow: none; font-size: 14px; font-weight: bold; line-height: 26px; moz-border-radius: 3px; text-align: center; text-decoration: none; text-shadow: none; width: 80px; min-height: 80px; background: url(https://artscolumbia.org/wp-content/plugins/intelly-related-posts/assets/images/simple-arrow.png)no-repeat; position: absolute; right: 0; top: 0; } .u6163640b7af12aae33aeee3d82d8c42b:hover .ctaButton { background-color: #34495E!important; } .u6163640b7af12aae33aeee3d82d8c42b .centered-text { display: table; height: 80px; padding-left : 18px; top: 0; } .u6163640b7af12aae33aeee3d82d8c42b .u6163640b7af12aae33aeee3d82d8c42b-content { display: table-cell; margin: 0; padding: 0; padding-right: 108px; position: relative; vertical-align: middle; width: 100%; } .u6163640b7af12aae33aeee3d82d8c42b:after { content: ""; display: block; clear: both; } READ: THE EFFECTS OF ALTITUDE ON HUMAN PHYSIOLOGY EssayThis is something that most of us never think about, but it can surely happen. The earth is freezing, state by state, country by country, until it is all frozen solid. A very scary reality check of what can happen if we do not take care of our planet. This art, I feel, is best defined as a way of passing ideas and concepts on to later generations in a (somewhat) universal language (Wikipedia, 2005). Next, I chose a new series produced by Paul Attanasio, Katie Jacobs and David Shore called House for television (Attanasio, Jacobs, Associates, 2004). The interpretation I gathered from this type of art is a generic term for any product of the creative impulse, out of which sprang all other human pursuits (Wikipedia, 2005). Dr. Gregory House tries to determine what illness is plaguing different patients on any given day. He goes with his gut feelings and has to be creative with his thought processes. These patients lives are depending on his knowledge of medicine because he is their last hope for survival.For radio, The MJ Morning Show is a morning talk show that tackles every type of issue imaginable (MJ Morning Show, 2005). MJ uses the power of radio and popularity in order to get his point across to his listeners. They make phone calls to different places to obtain accurate information for each issue. MJ makes his show very funny by implementing silly contests and pranks, but he incorporates arguments on either side of every issue while entertaining. The art definition I have placed on this radio show is it can simply refer to the developed and efficient use of a language so as to convey meaning, with immediacy and or depth (Wikipedia, 2005).The architecture that I chose is The Tower of London founded by William the Conqueror in 1066 (Conqueror, 1066). This is a brilliant work of architecture and gives you an in-depth look at the history involved. It has served as everything from a prison to a palace since its founding. It was made with beautiful workmanship with a moat and drawbridge in order to protect it.The walls are completely brick and blocks and it has two stunning towers on each end. It can arouse aesthetic or moral feelings, and can be understood as a way of communicating these feelings. The Tower of London showcases the very defensive and powerful feelings of pride dating back to 1066. It is there for the new generation to understand and appreciate how far London has come.Last, but not least, Phantom of the Opera is a magnificent theater production by Andrew Lloyd-Webber (Phantom of the Opera, 1986). This theater production starts with a crush to falling in love and ends with tragedy. A phantom who is afraid to show the face he has behind his mask falls in love with an opera singer. He comes to know that she is in love with another man and he is hunted down in the theater.The only thing he ever wanted was for her to love him. This production is a roller coaster of emotions triggering the definition that art symbolizes complex ideas and emotions in an arbitrary language subject only to the interpretation of the self and peers (Wikipedia, 2005). Some viewers feel that the phantom deserved his fate while others sympathize or empathize with the pain he felt after a broken heart.All definitions are open to debate. Each person can view a work of art completely different. The definitions I chose for each piece is my own interpretation and view. It is very interesting the fact that the definitions make complete sense once you are able to connect it with a work of art.

Overview of a Luxury Fashion Brand Essay Example

Overview of a Luxury Fashion Brand Essay The fashion industry is very competitive. Company that venture in fashion should therefore have a proper marketing strategies that will make it have competitive advantage over the other companies. Most companies engaging in fashion have therefore turned to luxury brands being that there is global interest in fashion. Based on the environment that the businesses operate, the target markets and product attributes as well as marketing methods, the companies have embraced luxury brand management and fashion marketing traceries that have made them be on top of the fashion industry. This paper looks at one Barberry as a luxury brand that has been successful despite the challenges that have existed in the fashion market. In this paper an overview of Barberry is given based on its success in the industry. The brand has been outstanding and is defined by the Brutishness, independent luxury positioning and heritage as well as history. Compared to other brands in the fashion industry such as Pravda, Ezra and Ralph Lauren, the brand has been doing fairly well. Brands Brief History Barberry is a distinctive global luxury brand that was founded in 1856. The group has a British background. Over the years the company has built a strong and outstanding reputation for innovation, design, and craftsmanship (Hag, 2004). The group has much focus on outwear, best known for its trench coats. We will write a custom essay sample on Overview of a Luxury Fashion Brand specifically for you for only $16.38 $13.9/page Order now We will write a custom essay sample on Overview of a Luxury Fashion Brand specifically for you FOR ONLY $16.38 $13.9/page Hire Writer We will write a custom essay sample on Overview of a Luxury Fashion Brand specifically for you FOR ONLY $16.38 $13.9/page Hire Writer The company designs, produces as well as sell products under the Barberry brand. The company based in London sources its raw materials from UK and other external suppliers it forms network with. The content of marketing as well as marketing programs; analogue and digital, are internally designed to promote the brand and product features to the consumers. Being that its products are sold globally through proprietary retail shops as well as third party wholesale customers, the brand needs a strong fashion marketing strategy to counter the competition in the fashion world. Marketing is in fact one of the core corporate functions that keeps the brand at par. The brand has also embraced digital marketing as one of the method it uses to remain competitive in the market that is dominated by other super- brands in the luxury fashion industry (Group Overview, n. D. ). Brands Product attributes and Target Market The brand being inclined to British lifestyle has a range of products that argues men, women and children of different social status in the society. It is best known Of shawls, scarves, and ties that are classified as soft accessories. On the other hand the brand has also classified small leather shoes, handbags, wallets, umbrellas, and wristwatches as hard accessories. The products are also tailored to meet individual needs (Tungsten, 2009). For example the brand also classifies products as seasonal and continuity. Continuity includes the iconic trench coats that are durable whereas the former refers to the short lived products such as responsive fashion trend that covers a limited season. The multilevel brand strategy of the company is organized at six major brand levels. First off, the high fashion range that serves the fashion shows and editorial coverage, which is produced in small quantities to satisfy the customers exclusivity, demand. This range targets the affluent customers and is distributed through Barberry flagship stores and other prestigious stores in America and London such as Barneys and Harrows. The second range is the London line that is a ready to wear range that is presented in two collections based on the four seasons. Womens wear usually has more lines compared to menswear. Menswear has also been tailored to meet sportswear accessories such as towels, shoe and bags as well as swimwear (Group Overview, n. D. ). There is also the Thomas Barberry range that targets the youths between 15 and 25 years of age, customer group. This group falls under diffusion brands and is available in Spain, UK and Europe. The other two diffusion brands are Barberry blue and black that is for the Japan fashion market. They are also targeted for younger male and female professionals. The multi-brand model of the company has provided maximum market exposure and extensive consumer demand. The second benefit Of the model is that, it has provided elasticity and market awareness evidenced by the brands that target specific countries. Additionally, the approach of having broad category of products range and differential pricing options have provided a marketing move for the company since the customers have accessed it on that account as well as enable the trading up and down of the brand levels (Group Overview, n. D. ).. The brand is known for its trench coats that target the young audience. The product has been marketed through websites such as retrenchment. Mom and celebrity endorsement (Grieve, Didactic, Tibias, 2013). Distribution channels of the Brand The brand is exclusively done through the operation of company stores, licensee agreement, and third party stockings. The company has a retail chain that comprises of four formats. These include designer outlet stores, department stores, regular retail price and flagship stores located in nearly all the major cities in Europe and London. The whole sale stockings include the prominent department stores, duty free shops and specialty fashion retailers. The brand also operates Showrooms in London, Milan, and Hong Kong mongo others. Additionally, the brand also employs the use of agents who make direct sales to the wholesale customers so as to increase sales of the products as well as encourage the sale of the products at the marked prices (The luxury-goods market: Disillusioned hedonist shoppers The Economist, n. D. ). The consistency of visual merchandising of the brand as well as its store presentation of the brand is maintained through a shop-in shop strategy that is implemented in department stores. The company maintains relationship with its wholesale customers by making accessible brand offer and other brands. Additionally, they engage in collaborative marketing action with the important clients (Hag, 2004). Through this the wholesale consumers are able to have access to allowances following the advertisement of Barberry brand products. In a nutshell, the licensee distribution engages two license partners that are jointly tinged with the duty Of wholesale distribution. The licensed partner firms are responsible for visual merchandising and sales agents. The distribution channel has been advantageous of the brand. It provides the presentation of the brands products in diverse and important markets. The model also allows for the return on investment since none of the profit is lost in paying franchise partners and other partners. Marketing methods The gabardine which was water resistant and meant for the military outfits made the brand famous not only in England but also all over the world. Having been hit by economic downfall, the marketing department had to strengthen its strategies so as to boost its sales. To keep at the level of other brands it had to focus on digital media as one of its core strategies (Grieve, Didactic, Tibias, 2013). The company benchmark other well established rands such as Apple, Nikkei and Google, to establish a unique and distinct model for the brand. Using these iconic brands it was able to use the social media with the aim of developing a campaign that was innovative and inclusive of the young consumers. The brand was outstanding, fashion forward and autonomous. This was and is still recorded in its trench coats that are iconic and are fond for the soldiers, celebrities, and working class (Grieve, Didactic, Tibias, 2013). The unique status of the luxury brand was built upon the unique product; the trench coats. Additionally, most street photography has recognized the brand from the same. In 2009 most people were aware of the brand and about a million making it the largest luxury brand in the fashion industry at that time (Digital marketing case study Social media case study: Barberry encourages customer participation with Art of Trench Digital Training Academy, n. D. ). The idea of the social media gave a revelation of the Art of the Trench campaign. The brand established its website where it was very easy for the customers to share their photos wearing products from the luxury brand. This was a form of reaching more customers who would visit the website and admire those photographs. Coupled with the partnership with Scott Chasm; a fashion flogger, the brand was able to amass a mammoth of consumers within a short period of time. The photos could be liked and shared by both customers as well as the potent Customers. The digital campaign placed the brand over others in the luxury sector. The success of the campaign boosted the e-commerce sales by almost fifty percent making the company to allocate more of its resources in digital marketing (Hill, 2014). Apart from social media, the brand also uses advertising, fashion stores, and editorial placement as its core marketing Hansel (Hines Bruce, 2001). They have an advertisement strategy that is launched twice every year. The advertisement campaigns are more focused in the leading fashion and lifestyle publications such as fashion magazines. The brand has cut its expenditure for media advertisement (Hines Bruce, 2001 The ads focus mainly on the brands history and heritage. The emphasis IS well placed on the company logo, trademarks. The adverts not only feature individual products but also aim at presenting the whole brand image demonstrated through diverse brand product range (Hill, 2014). The fast ion wows are also marketing channels for fashion. As a marketing move, Barberry appreciates the fashion shows as marketing plans that serve to inspire the luxury grade of the brand (Us, Coppery, Videophones Network, 2008). The shows are held in different periods depending on the brand. For example, the fashion shows are held twice a year in Milan. The city is well known for its luxury fashion heritage serves to market the brand internationally. Apart from establishing the fashions credibility, the shows also ensure international press representation (Chevalier Mozzarella, 2012). In London there is a fashion week every season in all designated London showrooms (Cooke, 2014). Editorial coverage aims at reinforcing the luxury brand positioning as well as creating brand awareness (Chevalier Mozzarella, 2012). Barberry has a strong public relations tactic that focuses on trade and fashion press. The strategy is inclusive of the whole world editorial coverage and annotations that are for the support of the brand. This ensures proper placement of the brand as the leading brand in fashion, trade, business and publications (Eases, 2009). Another important marketing overage is the brochures that are unleashed every season to market the collections to the consumers and wholesale as well as retail customers (Eases, 2009). The brand also has a website that further creates its awareness. The website that is up to date provides a brief history of the brand, the current images of the product, and the adverts representing the brand (Leverage the Franchise, n. . ). In the fashion show marketing, the brand has had a unique way of hitting the market. Recently in the London Fashion week, it made it possible for its customers to stream the fashion show live in 2010. This makes it the first brand to go live in AD all over the world. As evidenced by the proper use of technological inventions that have placed the company above the other competitors, other brands in the fashion industry should embrace the same m ethod to stay up in the market (Cooke, 2014). As a move of embracing technology Barberry also launched it mobile site in 201 0 making it possible for the customers to interact with the products from their smart phones, pads and tablets. This has continuously expanded its customer base globally being that most consumers use the same in communication and hopping at the same time (Strata, 2013. The marketing model of the luxury brand has made it recognize the importance of advertising in the creation of the brands image. The brand is widely known both in London and all over the world because of its unique advertising campaigns. The brand has come up with outstanding marketing strategies that have targeted various audiences. This move makes it do well in the luxury sector since they are unique and exclusive for the brand. The target market of the goods is well defined through the products and the fact that they can easily reach the goods at heir convenience makes it easier for the company to make huge profits. Luxury brand management spurs almost over all the actions Of the company form production, distribution, marketing and sales. Barberry as a luxury brand, have taken into consideration all the aspects of fashion marketing embracing the methods of marketing that assure large outreach such as the social media. The social marketing technique not only creates awareness of the brand but also creates a channel through which the company can interact with its customers and be able to get their feedback. This is then followed by wife analysis and mechanism implementation to meet the customer demands. In a nutshell, the paper has focused on what has made Barberry become one of the most recognized and successful luxury brands in the world of fashion market.

A Tale Of Two Cities Essays (470 words) - Literature, Free Essays

A Tale Of Two Cities Essays (470 words) - Literature, Free Essays A Tale of Two Cities A Tale of Two Cities has long been one of Charles Dickens' most favored books. This book opens in the year 1775 by contrasting two cities: Paris, France and London, England. Throughout this story various characters are "recalled to life", meaning that they have had a new chance at life. Dr. Manette is clearly mad after being in prison for eighteen years. When Lucie, the Dr.'s daughter, and Mr. Lorry eventually nurse the doctor back to a healthy state and out of his insane state they had "recalled him to life." Dr. Manette was nursed from an insane state with no real life to a sane one with a very functional life. In doing this Lucie and Mr. Lorry, in a way, gave Dr. Manette's life back to him or "recalled him to life." Another instance in which someone is "recalled to life" involves Charles Darnay. Charles Darnay is on trial for treason in England(Book 2, Ch.2-4). C.J Stryver and Sydney Carton are representing Darnay in this trial. Sydney Carton saves Darnay from death in this trial with his miraculous wits. Through this Darnay is given another chance at life ,and therefore was "recalled to life." The last and most significant instance of someone being "recalled to life" is found in the last chapters of this book. Sydney Carton has recently switched places with his look alike, Darnay, and is awaiting the guillotine. While Sydney awaits his death he thinks, "It is a far, far better thing that I do, then I have ever done, it is a far, far better rest that I go to than I have ever known." Through these words Sydney recognizes that by sacrificing his life for Darnay, a loved one of Lucie, he will be doing the best thing that he has ever done and can do. Sydney is finally satisfied with himself, he is no longer a drunken fool, but a hero that now can live or die with himself. By dying, and saving Darnay for Lucie, Sydney Carton is "recalled to life." Throughout this book "recalled to life" has been the most important theme. Almost all of the main characters in this novel were "recalled to life." This theme was the most important because it allowed us, the readers, to see the characters trates being used by them and to understand how much a character would do for another. When Carton represented Darnay on trial and saved his life we saw how smart Carton was. In the last instance of "recalled to life" we saw how much Carton really felt for Lucie when he saved Lucie's husbands life in return for his own. The theme "recalled to life" is seen throughout this novel and should be recognized as one of the most important.

Copper Age Cemetery

Varna Bulgaria - Eneolithic/Copper Age Cemetery Varna is the name of a Eneolithic/Late Copper Age cemetery located in northeastern Bulgaria, slightly inland of the Black Sea and north of the Varna Lakes. The cemetery was used for about century between 4560-4450 BC. Excavations at the site have revealed a total of nearly 300 graves, within an area of approximately 7,500 square meters (81,000 square feet or approximately 2 acres). To date, the cemetery has not been found to be associated with a settlement: the closest human occupation of the same date consists of 13 pile-based lake dwellings, located near Varna Lakes and thought to be of approximately the same period. However, no connection to the cemetery has been established as of yet. Grave goods from Varna included an enormous amount of goldwork, a total of over 3,000 gold objects weighing more than 6 kilograms (13 pounds). In addition, 160 copper objects, 320 flint artifacts, 90 stone objects and more than 650 clay vessels have been found. In addition, over 12,000 dentalium shells and about 1,100 Spondylus shell ornaments were also recovered. Also collected were red tubular beads made from carnelian. Most of these artifacts were recovered from elite burials. Elite Burials Of the 294 graves, a handful were clearly high status or elite burials, probably representing chiefs. Burial 43, for example, included 990 gold artifacts weighing 1.5 kg (3.3 lb) alone. Stable isotope data suggests that the people at Varna consumed both terrestrial (millet) and marine resources: human remains associated with the richest burials (43 and 51) had isotope signatures that indicated higher percentage consumption of marine protein. A total of 43 of the graves are cenotaphs, symbolic graves containing no human remains. Some of these contained clay masks with gold objects placed in what would be the location of eyes, mouth, nose and ears. AMS radiocarbon dates on animal and human bones from burial contexts returned calibrated dates between 4608-4430 BC; but most artifacts of this type date to the later Eneolithic period, suggesting that the Black Sea location was a center of social and cultural innovation. Archaeology The Varna cemetery was discovered in 1972 and excavated well into the 1990s by Ivan S. Ivanov of the Varna Museum, G. I. Georgiev and M. Lazarov. The site has not been as yet been completely published, although a handful of scientific articles have appeared in English language journals. Sources This article is a part of the About.com guide to the Chalcolithic, and the Dictionary of Archaeology. Gaydarska B, and Chapman J. 2008. The aesthetics or colour and brilliance - or why were prehistoric persons interested in rocks, minerals, clays and pigments? In: Kostov RI, Gaydarska B, and Gurova M, editors. Geoarchaeology and Archaeomineralogy: Proceedings of the International Conference. Sofia: Publishing House St. Ivan Rilski. p 63-66. Higham T, Chapman J, Slavchev V, Gaydarska B, Honch NV, Yordanov Y, and Dimitrova B. 2007. New perspectives on the Varna cemetery (Bulgaria) – AMS dates and social implications. Antiquity 81(313):640-654. Honch NV, Higham TFG, Chapman J, Gaydarska B, and Hedges REM. 2006. A palaeodietary investigation of carbon (13C/12C) and nitrogen (15N/14N) in human and faunal bones from the Copper Age cemeteries of Varna I and Durankulak, Bulgaria. Journal of Archaeological Science 33:1493-1504. Renfrew C. 1978.  Varna and the social context of early metallurgy.  Antiquity 52(206):199-203.

(a)Explain why, in equilibrium, all assets must lie on or below the Essay

(a)Explain why, in equilibrium, all assets must lie on or below the capital market line, but must lie on the security market line.(b)To what extent does recent - Essay Example In real life, equilibrium is a constantly moving target. We cannot say that the stock market is in equilibrium at the end of the day or week or year. Prices move based on the perception of brokers and shareholders, driven by information (Fama, 1970), psychology (Kahneman and Tversky, 1982), or anything under the sun (Barberis, Shleifer, and Vishny, 1998). As investors try to maximise returns or minimise losses, they either push up or pull down stock prices, or keep it level, the differences between the demand of buyers and the supply of sellers being reflected in stock price changes. This is equilibrium, which is not a static point but more of a dynamic process where adjustments constantly take place, reflecting the free agreement of investors in the market that stocks are bought and sold at the right price. Of course, one side thinks the price will go up, while the other side thinks it will go down. By ‘assuming’ equilibrium as an ideal state towards which everything moves, finance academics have discovered a tool that allows them to pin down a moving target – the behaviour of stock prices over the last fifty years, for example – so they can study it, test their theories, develop a mathematical model, and see if the model explains reality. One such aspect of reality that is being studied for the last half a century is the relationship between the return of a stock price and the risk that the return will not be realised. Several years of observations have made academics ask: how should investors decide which stocks to buy? This is what Markowitz did in his paper (Markowitz, 1952), where he drew attention to the practice of portfolio diversification. After observing that stock prices move differently in relation to the general movement of the stock market, he showed that investors could reduce the unpredictability of returns by investing in a mixture or portfolio of stocks whose

Art in America - Abstract Expressionism Research Paper

Art in America - Abstract Expressionism - Research Paper Example The paper "Art in America - Abstract Expressionism" investigates the important style of American style, abstract expressionism. The movement was unregistered but strong. Some of its members included: Jackson Pollock (1912–1956), Willem de Kooning (1904–1997), Franz Kline (1910–1962), Lee Krasner (1908–1984), Robert Motherwell (1915–1991), William Baziotes (1912–1963), Mark Rothko (1903–1970), Barnett Newman (1905–1970), Adolph Gottlieb (1903–1974), Richard Pousette-Dart (1916–1992), Clyfford Still (1904–1980). All these members were committed to the audacious formal inventions in searching for significant substance. Their objective was to break away from normal subject matter and technical conventions. Their artistic works included head stoned scales works that were created to reflect their personal psyches. Doing this helped them to tap into worldwide inner sources. These artists attributed a lot of importa nce to spontaneity and improvisation as process accorded the highest significance. Their works resisted stylistic classifications, but emphasised on dynamism and energetic gesture rather than reflective and cerebral focus on color. Abstracts acted primarily as their imageries. Highly abstracted modern art was favored by the group even when depicting images founded on visual realities. Abstract expressionism is not a specific style within abstract art, but an American group or artists rebelled and formed an independent group which would give them a favorable environment.

Global Warming Outline Essay Example for Free

Global Warming Outline Essay Pierre de Fermat was born in Beaumont-de-Lomagne, France in August of 1601 and died in 1665. He is considered to be one of the greatest mathematicians of the seventeenth century. Fermat is considered to be one of the fathers of analytic geometry. Fermat along with Blaise Pascal is also considered to be one of the founders of probability theory. Fermat also made contributions in the field of optics and provided a law on light travel and made wrote a few papers about calculus well before Isaac Newton and Gottfried Leibniz were actually born. Fermats most important work was done in the development of modern number theory which was one of his favorite areas in math. He is best remembered for his number theory, in particular for Fermats Last Theorem. This theorem states that: xn + yn = zn has no non-zero integer solutions for x, y and z when n is greater than 2. Fermat almost certainly wrote the marginal note around 1630, when he first studied Diophantuss Arithmetic. It may well be that Fermat realized that his prove was wrong, however, since all his other theorems were stated and restated in challenge problems that Fermat sent to other mathematicians. Although the special cases of n = 3 and n = 4 were issued as challenges the general theorem was never mentioned again by Fermat. In fact in all the mathematical work left by Fermat there is only one proof. Fermat proves that the area of a right trangle cannot be a square. See more: what is essay format Meaning that a rational triangle cannot be a rational square. In symbols, there do not exist integers x, y, z with x2 + y2 = z2 such that xy/2 is a square. From this it is easy to deduce the n = 4 case of Fermats theorem. The proof of Fermats Last Theorem marks the end of a mathematical era. Since all of the tools which were brought to bear on the problem still had to be invented in the time of Fermat. Judging by the tenacity with which the problem wa for so long, Fermats alleged proof seems likely to have been illusionary. This conclusion is further supported by the fact that Fermat searched for proofs for the cases and , which would have been superfluous had he actually been in possession of a general proof.

Abolition Essay -- essays papers

Abolition A Stronger Resistance The abolitionist movement in the United States sought to eradicate slavery using a wide range of tactics and organizations. The antislavery movement mobilized many African Americans and some whites who sought to end the institution of slavery. Although both black and white abolitionists often worked together, the relationship between them was intricate. The struggle for black abolitionists was much more personal because they wanted to end slavery and also wanted to gain equal rights for blacks. However, many white abolitionists only sought to end slavery and did not fight for equality for blacks. From these exceedingly contrasting perspectives and the continuation of slavery, the sentiment of many abolitionists became more militant and radical; some abolitionists began to use more violent methods of resistance to abolish slavery. Before the 1830s most antislavery activists stressed gradual emancipation. These feelings were expressed mainly by Southern whites, some possessing a fear of free blacks not being ready for freedom and others holding beliefs that slavery would gradually disappear (Notes, 10/18/00). Generally, only black abolitionists demanded an immediate end to slavery. This difference in opinion contributed to some blacks taking more violent measures to gain freedom and equality. Further contributing to the more aggressive tactics were the goals of the white abolitionists. Many white abolitionists were not able to accept blacks...

Coming of Age-Portrait of an Artist

A Portrait of the Artist as a Young Man is a complete work of art, complete in the sense that it gives such great insight to human nature and the people of the world. The title is essentially what this novel represents. The â€Å"coming of age† is represented like a portrait because it takes a long time, with many different attempts, to reach the final work of art. In even greater context, the protagonist experiences a series of epiphanies in which he gains insight into his own nature and into the people of the world. In the main characters â€Å"coming of age† there are crucial components that are lost and gained, which can be derived from his love of family, religion, and art. Stephen Dedalus, the main character, is what many would consider a typical boy with a normal childhood. His family loves him and they support him with essentially anything he would need. Stephen is taught well as a young boy whose parents grapple with many problems for themselves, yet always seem to show the difference between right and wrong. As Stephen grows older his family’s struggles become his own problem whenever finances force them to move, therefore making Stephen the new kid at school. †No life or youth stirred in him as it had stirred in [his father and his friends]. He had known neither the pleasure of companionship with others nor the vigour of rude male health nor filial piety. Nothing stirred within his soul but a cold and cruel and loveless lust. His childhood was dead or lost and with it his soul capable of simple joys and he was drifting amid life like the barren shell of the moon. (76) School shows to be a challenge in itself as he has problems fitting in, but eventually he finds his place in the â€Å"social circle†. As Stephen grows even older and moving now into his teenage years family is becoming one of his lesser problems. Although his family may not always physically be there, Stephen has roots for his mind and soul which his family created for him. In a way these ideals can be looked at as good or bad, the good being that he is from Ireland and it is tradition, the bad being that his family may be the source of the rest of his problems later in life. Religion to Stephen is a very important matter. From the time he was a little boy, the Catholic religion and the fear of God had been instilled in him. For this, Stephens traditional Irish upbringing is to blame. As for religion becoming a problem for him, it arose after his first sexual experience with a prostitute. †His soul had arisen from the grave of boyhood, spurning her grave-clothes. Yes! Yes! Yes! He would create proudly out of the freedom and power of his soul, as the great artificer whose name he bore, a living thing, new and soaring and beautiful, impalpable, imperishable. (133) Stephen had been introduced to the world of sin and was now indulging in gluttony and greed. †He turned to appease the fierce longings of his heart before which everything else was idle and alien. He cared little that he was in mortal sin, that his life had grown to be a tissue of subterfuge and falsehood. Beside the savage desire within him to realize the enormities which he brooded on nothing was sacred. †(79)Stephen is happy at first by the man he has become, but after he has a religious retreat, things quickly change. This is where his first epiphany comes in and he decides that he must seek god’s forgiveness and straighten his life out. It seems as if this small streak of sin was a minor setback for Stephen, and he is now disgusted with himself knowing what awaits him after death if he continues. As time goes by Stephen becomes more religious and manages to block out his temptations. The fact that the temptations are still there though worries him, and he wonders if he has really corrected himself. Stephen then faces many problems, from home to school, where he begins to question faith and religion once again. This is where the second epiphany comes in. After some thought Stephen decides that he must pursue his ambitions and live his life freely without inhibitions. Throughout Stephen’s early life the idea of art is almost lost for him. Stephen always has the idea of art in his mind and can be considered his one true love. The ambition of art did not always influence his thinking and ideals until later in his teenage years. The challenges and mental boundaries he experiences can contribute to the artist he wants to become, therefore making him very open minded artist with traditional Irish roots. Stephen was a confused boy who was on his own personal pursuit of happiness. Stephen was fortunate enough to realize that the choices he made before adulthood would effect the rest of his life. With that in mind, Stephen’s â€Å"coming of age† causes him to lose some things, while at the same time gaining others. The main part of Stephens â€Å"coming of age† was his transformation between one of religious conformity and one free of inhibitions as an artist. â€Å"I mean, said Stephen, that I was not myself as I am now, as I had to become. †(193)

The Securities Market in Vietnam

The Securities Market in Vietnam – 14 March 2007 This article is an introduction to the legal framework that governs the securities market in Vietnam, in particular public offers, listing, public companies and buying shares. This article focuses on the provision of Law 70-2006QH11 of the National Assembly on Securities (Law 70) and Decree 14-2007-ND-CP of the Government dated 19 January 2007 Providing Detailed Regulations for Implementation of a Number of Articles of the Law on Securities (Decree 14) .The MOF is to shortly issue a regulation to further provide guidance to the SSC on regulating and establishing investment funds, securities companies and fund management companies. An update will be provided once the regulation has been promulgated. 1. 1. 1 Relevant bodies The State Securities Commission (SSC) The SSC is the official regulator of the stock exchange, and is overseen by the Ministry of Finance (MOF). The HCMC Securities Trading Centre (HCMCSTC) The HCMCSTC is an ad ministrative unit of the SSC.It is a securities trading and listing market and offers and official mechanism through which new government bonds are issued and is the secondary markets for several existing bonds. Currently, the HCMCSTC is an administrative unit under the SSC. Under Law 70 it is to covert to either a Stock Exchange or a Securities Trading Centre in the form of a limited liability company or a shareholding company by July 2008. It is expected that the HCMCSTC will be converted into a Stock Exchange. 1. 2 1. 3 The Hanoi Securities Trading Centre (HASTC) The HASTC is an administrative unit of the SSC.It is a securities trading and listing market and offers and is also Vietnam’s official over-the-counter market for securities. Under Law 70 it is to covert to either a Stock Exchange or a Securities Trading Centre in the form of a limited liability company or a shareholding company by July 2008. It is expected that the HASTC will be converted into a Securities Tradin g Centre. 2. Public offer (PO) In Vietnam the processes of a public offer (PO) and listing are different, although companies may do the two simultaneously.A PO is an offer to sell shares, bonds or fund certificates via the mass media, or to at least 100 investors excluding institutional investors or to an unspecified number of investors. 2. 1 Participants (a) The issuer or issuing organization. This is the enterprise making the PO. The securities may be listed or unlisted. Underwriters. Securities in a PO may be distributed by underwriters. Underwriters must be securities companies authorized to underwrite issues of securities or a commercial banks approved by the SSC to underwrite issues of bonds, on conditions regulated by the MOF.The role of the underwriter is to assist the issuer to complete procedures prior to the PO, to purchase the securities for resale or the unsold portion of the securities from the issuer, and to assist the issuer to distribute the securities to the public . Custodian banks. These are commercial banks that are either domestic or foreign invested (that is, not an offshore licensed bank) and are licensed to carry out securities depository activities including the keeping and maintaining of securities.  © Allens Arthur Robinson – Vietnam Laws (b) (c) (d) Investors. Investors who wish to purchase securities may be Vietnamese or foreign investors but foreign investor must first apply for a securities trading code. Foreign investment is also subject to limitations (discussed below). 2. 2 Currency and par value Securities offered by a PO must be denominated in Vietnamese dong. The par value for shares and fund certificates is VND10,000 and the minimum par value for bonds is VND100,000. Conditions for a PO (a) Shares.An issuer of shares must be a shareholding company with paid-up capital of at least VND10 billion at the time of registration of the PO, must have made a profit in the year prior to the PO and must not have accumulated l osses as at the year of registration of the offer. The general meeting of shareholders1 of the issuer must pass an issue plan and plan for utilization of the proceeds earned. 2. 3 Under Decree 14 other specific conditions apply to newly established enterprises conducting an initial public offer if the enterprise is in the infrastructure or high-tech sectors.These conditions include the obligation for there to be an underwriter, and the obligation for there to be a bank supervising utilization of the proceeds earned from the offer. (b) Bonds. An issuer of bonds must have paid-up capital of at least VND10 billion at the time of registration of the PO, must have made a profit in the year prior to the PO, must not have accumulated losses as at the year of registration of the offer and must not have more than 100 overdue debts payable. The board of management or members’ council of the issuer (as applicable) must pass an issue plan and plan for utilization and repayment of the pro ceeds earned.The issuer of bonds must also give an undertaking to investors to discharge it obligations. In the case of convertible bonds the issue plan and plan for utilization proceeds must also have a plan for issuance of the shares for conversion and all plans must be passed by the general meeting of shareholders (not the board of management). (c) Fund Certificates. Issued fund certificates must have total value of at least VND50 billion. There must also be an issue plan and a plan for investment of the capital funds earned. 2. 4Prospectus Issuers of a PO must prepare a prospectus. The main contents for a prospectus are prescribed in Law 70 and the MOF has been delegated the task of creating a sample form prospectus. Among other things, the prospectus must include the financial statements of the issuer for the 2 years prior to the issue of the PO. The prospectus must be signed by the chairman of the board of management, the general director, the financial director/accountant (on ly in the case of shares and bonds) and the legal representative of the underwriter. . 5 Registration The issuer must register the PO with the SSC. To register, the issuer must submit a request for registration and attach those documents that are required by Law 70 (and which will be given more detail in specific regulations of the MOF). The documents required include the prospectus, the charter (or in the case of a PO of fund certificates, the proposed charter of the securities investment fund) and relevant resolutions and undertakings by the issuer. In the case of a PO for fund certificates the 1In the case of a enterprise with foreign owned capital that is converting to a shareholding company in combination with making a public offer of shares, Decree 14 clarifies that the issue plan and plan for utilization is passed by the owner of the enterprise with 100% foreign owned capital and the board of management of a joint venture enterprise. 2  © Allens Arthur Robinson – Vie tnam Laws contract for supervision between the custodian bank and the securities investment fund must also be submitted. The SSC has 30 days from receipt of the registration statement to certify registration. . 6 Announcement Within 7 days from certification of registration the issuer must make a public announcement in 3 consecutive newspaper issues. The announcement must stipulate the time in which investors have to register to purchase the securities. The time limit can be set by the issuer but must be a minimum of 20 days. Registration to purchase and payment of monies When an investor registers to purchase the securities it must pay the purchase price into an escrow bank account and this money will remain in escrow until completion of the PO.Allocation and delivery The issuer must allocate the securities within 90 days from the SSC’s certificate of acceptance, and physically deliver the securities to investors within 30 days from the date the offer ends. 2. 7 2. 8 3. List ing Listing is the process of taking a privately-owned organisation including an equitized or equitizing State owned enterprise (SOE) and making the transition to a publicly-owned entity whose shares can be traded on the HCMCSTC or HASTC. 3. Conditions, application and procedures for listing The regulations on the conditions, application files and procedures for listing a company are not contained in Law 70, they are contained in Decree 14. The conditions for listing on the stock exchange (of which there are currently none in Vietnam) are different from the conditions to list on a securities trading centre. However, in anticipation of the HCMCSTC converting to a stock exchange, new registrations for listing on the HCMCSTC must satisfy the conditions applicable for stock exchange listings, while existing listed companies on the HCMCSTC have two years to satisfy these conditions.Companies failing to meet these requirements will have their listing moved to the HASTC. Conditions, applic ation and procedures for listing on the Stock Exchange/HCMCSTC (a) Shares. The listing company must be a shareholding company with paid-up capital of at least VND80 billion at the time of registration for listing, must have made a profit in the two years prior to year of listing and must not have accumulated losses as at the year of registration for listing.There must not be overdue debts payable (unless a lawful reserve has been made for them) and there must be public disclosure of all debts owed to the company by officers2 and major shareholders. At least 100 shareholders must own 20% of the voting shares of the listing company, and there must be an undertaking from shareholders who are also officers of the company to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months. Bonds.The listing company or SOE must have paid-up capital of at least VND80 billion at the time of registration for listing, must have made a profit i n the two years prior to year of listing and must not have overdue debts of more than 1 year. There must be at least 50 bondholders in any one bond issue. 3. 2 (b) 2 Officers are the members of the board of management, members of the board of controllers, director, general director, deputy director, deputy general director and chief accountant.  © Allens Arthur Robinson – Vietnam Laws (c) Fund Certificates. Issued fund certificates must have total value of at least VND50 billion. There must be an undertaking from the initial shareholdings and members of the committee of representatives of the fund to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months. There must be at least 100 owners of fund certificates. 3. 3 Conditions, application and procedures for listing on the HASTC (a) Shares.The listing company must be a shareholding company with paid-up capital of at least VND10 billion at the time of registration fo r listing, must have made a profit in year prior to year of listing and must not have overdue debts of more than 1 year (with no current debts or financial obligations to the State). There must be at least 100 shareholders with voting shares, and there must be an undertaking from shareholders who are also officers of the company to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months.The conditions relating to profitable business operations and overdue debts do not apply to newly established enterprises in infrastructure and high-tech sectors or equitizing SOEs. (b) Bonds. The listing company or SOE must have paid-up capital of at least VND10 billion at the time of registration for listing, and all bonds in the issue must have the same maturity date. Other types of securities. The task of stipulating conditions for listing other types of securities has been delegated to the MOF. (c) 3. 4 Registration The listing enterpris e must register with the relevant exchange or trading centre.To register the listing enterprise must submit a registration slip and attach those documents that are required by Law 70 (and which will be given more detail in specific regulations of the exchange/trading centre). The documents required include the prospectus, relevant corporate resolutions, register of shareholders/bondholders and required undertakings. The exchange/trading centre has 30 days from receipt of the registration slip to approve or refuse the application. 3. 5 Trading Current guidelines on securities, membership of the HCMCSTC/HASTCand trading in securities are contained in Circular 583 implementing Decree 1444.In time, Circular 58 should also be repealed by a new circular implementing Law 70 and Decree 14. In the interim the HCMCSTC and the HASTC continue to apply the day to day trading rules contained in the Circular 58. In addition, under Law 70, the HCMCSTC and the HASTC each are given the responsibility to issue regulations on the trading of listed securities within their respective centres. 3. 6 Other trading Securities listed on a Stock Exchange cannot be traded outside the Stock Exchange, unless otherwise stipulated in the trading rules of the Stock Exchange.In comparison, securities listed on a securities trading centre (STC) can be traded at a securities company which is a trading member of the STC. 3. 7 Taxation holidays – almost over Previously, to encourage investment in Vietnam’s securities market, various incentives were offered, 3 4 Circular 58-2004-TT-BTC of the Ministry of Finance dated 17 June 2004. Both Circular 58 and Decree 144 were issued before Law 70 and Decree 14, and must be read down to the extent of the inconsistency. 4  © Allens Arthur Robinson – Vietnam Laws ncluding preferential corporate income tax rates to companies upon listing. However, this preferential tax treatment ceased on 1 January 2007. Dividends from shares have been fr ee of personal income tax since 1994. However this very long â€Å"temporary exemption† is expected to come to an end under the proposed Law on Personal Income Tax, which was considered by the National Assembly in October-November 2006 and is expected to be passed in 2007. If passed in its current draft form, dividends from shares will be subject to personal income tax at a proposed rate of 5% from 1 January 2009. . Public companies A public company is a newly introduced concept in Vietnam. A public company is a shareholding company with any of the following characteristics: †¢ †¢ †¢ Shares have been issued via a PO. Shares are listed on the HCMCSTC or the HASTC. Shares are owned by 100 or more investors, excluding professional securities investors, and have a paid-up charter capital of VND10 billion or more. Importantly, a company does not have to be listed to be deemed a public company. New rules introduced for public companies include: 4. Filing A public com pany must lodge the public company file with the SSC within 90 days of becoming a public company. The public company files comprises the company’s charter and business registration certificate, the most recent financial statement and summarized information on its business operations scale, management organization and shareholding structure. Major shareholders A shareholder of a public company is deemed to be a major shareholder when it holds directly or indirectly (undefined) 5% or more of the voting shares the company.Upon becoming a major shareholder, the shareholder must report to the SSC and the HCMCSTC or HASTC (depending on where the shares of the public company are listed/offered). The information that must be reported is not extensive: only details of the investor (name, address) and details of the shares (number, percentage). However, important changes to this information, including a change of the number of shares in excess of 1%, must also be reported. Takeovers An offer to purchaser 25% or more of the voting shares in a public company must be made by a â€Å"public offer to acquire†.The public offer to acquire must be registered with and approved by the SSC (the law does not detail any criteria or basis for the approval) and must be announced in the mass media. Of note, if after implementation of the public offer to acquire, the acquirer holds 80% or more in the public company, the acquirer must, if the remaining shareholders so request, acquire the remaining shares at the announced price of the offer to acquire. 4. 4 Disclosure requirements A public company must publicly disclose certain information and report it to the SSC.Annually, a public company must disclose its audited financial statements. In addition, it must disclose information within a short period (24 hours, or 72 hours) upon the happening of a prescribed event, for example if an account of the public company is frozen (within 24 hours) or if a decision is made to borrow bonds with a value of 30% or more of the company’s equity (within 72 hours). 4. 2 4. 3 5  © Allens Arthur Robinson – Vietnam Laws 5. 5. 1 Foreign investors – how to purchase sharesUnlisted shares To contribute capital or purchase shares in Vietnamese enterprises, foreign investors must open a Vietnamese dong capital contribution and share purchase account (Account) at a commercial bank operating in Vietnam. All transfers of funds for the purpose of contributing capital, purchasing and selling shares, transferring capital contribution, receiving and using dividends or profits distribution, or purchasing foreign currency from authorised banks for remittance abroad and other transactions relating to any activity of capital contribution or purchase of shares inVietnamese enterprises by foreign investors must be performed through this Account. Further, this Account may only be used for capital contributions and share purchase activities. Within 2 working days from the date of opening the Account at a commercial bank, the foreign investor must register the Account with the State Bank (Department of Foreign Exchange Control). Under law, the State Bank must certify registration of the account within 5 working days, or otherwise provide written notice of its reasons for refusing to provide certification.A foreign investor is only allowed to perform receipt or payment transactions through the Account after obtaining a document on certification of account registration from the State Bank. Therefore it is important for potential investors to organize this account well in advance of the relevant share purchase date. Other than the controls over the Account, trading in unlisted shares is largely unregulated. 5. 2 Listed shares The foreign investor must apply for a securities trading code from the HCMCSTC/HASTC.The application consists of an application form and supporting documents. Unfortunately, the supporting documents that originate outside Vietn am (for example the constitution and establishment documents of the foreign investor) are subject to the tedious requirements of notarization and certification. Investors must then open a VND securities trading account with a registered broker in accordance with Decision 15505 to service activities of the purchase and sale of securities.The following accounts must be opened by the broker at an authorized bank in Vietnam: (a) a specialized, on-call foreign currency deposit account, into which foreign currency of the foreign investor is deposited (i) for the purpose of conversion into VND for purchase of securities or (ii) after conversion from VND for the purpose of remittance overseas or other authorized foreign currency remittances in Vietnam; and (b) a specialized, on-call VND deposit account, into which all VND amounts (after conversion from foreign currency) and all VND income from securities nvestment is transferred and from which all VND remittances for purchase of securities or for conversion into foreign currency is made. Listed share certificates must be centrally deposited at the Vietnam Securities Depository (VSD). This happens in two steps: first, the owner deposits the certificates with a depository member (for example, the broker or depository bank) and second, the depository member in turn deposits the certificates at the VSD. Cash settlement is made via the settlement bank, which is the BIDV. 6. 6. 1Foreign investors – restrictions Prohibited and conditional sectors Four prohibited sectors are listed in the 2005 Law on Investment. These sectors apply equally to foreign and local investors. Nine conditional sectors are listed in the 2005 Law on Investment. These sectors also apply equally to foreign and local investors. In addition foreign investment is conditional in 13 sectors specified in Decree 108 and ‘other investment sectors in international treaties of which Vietnam is a member and which restrict the opening of the 5Decision 1550-2004-QD-NHNN of the State Bank of Vietnam dated 6 December 2004. 6  © Allens Arthur Robinson – Vietnam Laws market to foreign investors’. It is not yet clear what the conditions are, and whether they may include restrictions on indirect investment. 6. 2 Other restrictions The current (to the extent that they have not been specifically repealed) laws of Vietnam consist of the following restrictions: (a) (b) (c) There is a cap on total foreign shareholdings in or capital contributions to any one unlisted domestic business of 30% of the charter capital (30% rule).The range of unlisted companies in which foreign investors may purchase shares is also restricted by sector (only 35 business lines are permitted). Foreign investors may hold a maximum of 49% of the total shares of any one company listed at a stock exchange or registered for trading at a securities trading centre (49% rule). Although not yet specifically repealed these restrictions may be affected by the 2005 Law on Investment which stipulates â€Å"investors must be permitted to invest in all sectors and in all industries and trades which are not prohibited by law†.Therefore under this general rule foreign investors should be (in theory) permitted to invest in all sectors and all industries provided that they are not in a prohibited or conditional sector (as above). It is not clear if the authorities will interpret the 30% rule and the 49% rule as being repealed by or alternatively, qualifying the Law on Investment. We consider that the better view is that these rules should be repealed by the Law on Investment. This view is consistent with the WTO principle of national treatment.However, we understand that in a meeting held on 18 January 2007 between the Government Office, the Ministry of Finance and the SSC the Government Office expressed the Prime Minister’s opinion that the 49% rule would continue to be applied ‘temporarily’. In any event, specific re strictions will continue to apply to conditional sectors (for example, banks) in accordance with commitments made under international agreements. 7. 7. 1 Securities Industry Players General Securities companies and fund management companies are the key players in the Vietnamese securities industry.This section provides an overview of the scope of activities under Law 70 of these companies Securities company As at 29 December 2006, the SSC has issued 55 operational licenses to securities companies under the previous securities law regime. After the effective date of Law 70, being 1 January 2007, there have not been any operational licenses issued and the most likely reason is that the implementing regulations for Law 70 have not been promulgated to guide the SSC in its work.Under Law 70, securities companies are permitted to engage in any or all of the following activities (the minimum legal capital is listed along side each of the activity): (a) (b) securities brokerage (VND 25 bill ion); securities self-trading (if the securities company engages in this activity it can only conduct the other activity of underwriting) (VND 100 billion); underwriting issues of securities (VND 165 billion); securities investment consultancy (VND 10 billion); financial consultancy services; and other financial services. . 2 (c) (d) (e) (f) The permitted areas of activity are limited compared to the business areas permitted under the old securities law regime. The prescribed minimum legal capital has also increased. This explains why there was a rush towards the end of 2006 to obtain a securities company license from the SSC. 7  © Allens Arthur Robinson – Vietnam Laws 7. 3 Fund Management Company Prior to the effective date of Law 70, eighteen operational licenses were issued by the SSC to fund management companies.Again there was a rush to obtain a license towards the end of 2006 because the scope of business activities has been restricted under Law 70. A fund management company can only engage in fund management and portfolio management and the minimum legal capital for establishment is VND 25 billion. 8. Funds This section provides a brief overview of investment funds as this is the subject of a detailed paper which will be released once the MOF has settled the regulation on investments funds and other related matters. Investment funds have been driving the bullish Vietnamese stock market.There have been a growing number of offshore and onshore investment funds established in recent years. At least 25 investment funds are operating in the market with an objective of investing in Vietnam. The Prime Minister has reportedly indicated that regulations on capital controls would be tightened to prevent capital flight which probably means that the MOF’s soon to be released regulations would introduce further regulatory controls on the operation of Funds. In brief, Law 70 sets the framework for the establishment of onshore public and membersâ€℠¢ funds.Public funds and members’ funds must have at least VND 50 billion in start up capital and managed by a fund management company. A public fund may be an open or closed ended fund with at least 100 investors. A members’ fund must have up to 30 investors. Assets of a fund are to be held by a custodian bank. The MOF’s future regulation is expected to contain other operational requirements. This article was written by Julia Howes, a lawyer with Allens Arthur Robinson who has been practicing in Vietnam for 3 years.Allens Arthur Robinson is one of the largest international law firms in Asia, with more than 900 lawyers, including 179 partners. Allens Arthur Robinson has been providing legal services for clients in Australia for more than 180 years and in Asia for the past 30 years. Our Vietnam practice is managed by partners Bill Magennis in Hanoi and Nigel Russell in Ho Chi Minh City, both of whom joined the Allens Arthur Robinson partnership from 1 January 200 7. The Vietnam practice was established in 1993 and is one of the largest and most successful among foreign law firms in the country.For further information, please contact: Bill Magennis Partner, Hanoi Ph: +84 4 936 0990 Bill. [email  protected] com. au Nigel Russell Partner, Ho Chi Minh City Ph: +84 8 822 1717 Nigel. [email  protected] com. au Steve Pemberton Partner, Singapore Ph: +65 6535 6622 Steve. [email  protected] com. au Jim Dunstan Executive Partner – Banking & Finance and Asia offices, Sydney Ph: +61 2 9230 4571 Jim. [email  protected] com. au Simon Lynch Partner, Melbourne Ph: +61 3 9613 8922 Simon. [email  protected] com. au Jeremy Low Partner, Sydney Ph: +61 2 9230 4041 Jeremy. [email  protected] com. au This publication is copyright.Except as permitted under relevant laws, no part of this publication may be reproduced by any process, electronic or otherwise, without the specific written permission of the copyright owner.  © Allens Arthur Robinson 8  © Allens Arthur Robinson – Vietnam Laws The material contained in Vietnam Client Updates is intended to inform you of recent legal developments in Vietnam. It is not intended, and should not be relied upon, as legal advice. Should you wish further information in relation to any legal instrument or matter mentioned in this issue, please do not hesitate to contact one of our offices.Ho Chi Minh City Suite 605 Saigon Tower 29 Le Duan Boulevard District 1 Ho Chi Minh City,Vietnam Tel +84 8 822 1717 Fax +84 8 822 1818 nigel. [email  protected] com. au Hanoi Suite 401 Hanoi Tower 49 Hai Ba Trung Hanoi, Vietnam Tel +84 4 936 0990 Fax +84 4 936 0984 bill. [email  protected] com. au Allens Arthur Robinson – a leading international law firm with lawyers in: Bangkok | Beijing | Brisbane | Hanoi | Ho Chi Minh City | Hong Kong | Jakarta | Melbourne | Perth | Phnom Penh | Port Moresby | Shanghai | Singapore | Sydney 9  © Allens Arthur Robinson – Vietnam Laws The Securities Market in Vietnam The Securities Market in Vietnam – 14 March 2007 This article is an introduction to the legal framework that governs the securities market in Vietnam, in particular public offers, listing, public companies and buying shares. This article focuses on the provision of Law 70-2006QH11 of the National Assembly on Securities (Law 70) and Decree 14-2007-ND-CP of the Government dated 19 January 2007 Providing Detailed Regulations for Implementation of a Number of Articles of the Law on Securities (Decree 14) .The MOF is to shortly issue a regulation to further provide guidance to the SSC on regulating and establishing investment funds, securities companies and fund management companies. An update will be provided once the regulation has been promulgated. 1. 1. 1 Relevant bodies The State Securities Commission (SSC) The SSC is the official regulator of the stock exchange, and is overseen by the Ministry of Finance (MOF). The HCMC Securities Trading Centre (HCMCSTC) The HCMCSTC is an ad ministrative unit of the SSC.It is a securities trading and listing market and offers and official mechanism through which new government bonds are issued and is the secondary markets for several existing bonds. Currently, the HCMCSTC is an administrative unit under the SSC. Under Law 70 it is to covert to either a Stock Exchange or a Securities Trading Centre in the form of a limited liability company or a shareholding company by July 2008. It is expected that the HCMCSTC will be converted into a Stock Exchange. 1. 2 1. 3 The Hanoi Securities Trading Centre (HASTC) The HASTC is an administrative unit of the SSC.It is a securities trading and listing market and offers and is also Vietnam’s official over-the-counter market for securities. Under Law 70 it is to covert to either a Stock Exchange or a Securities Trading Centre in the form of a limited liability company or a shareholding company by July 2008. It is expected that the HASTC will be converted into a Securities Tradin g Centre. 2. Public offer (PO) In Vietnam the processes of a public offer (PO) and listing are different, although companies may do the two simultaneously.A PO is an offer to sell shares, bonds or fund certificates via the mass media, or to at least 100 investors excluding institutional investors or to an unspecified number of investors. 2. 1 Participants (a) The issuer or issuing organization. This is the enterprise making the PO. The securities may be listed or unlisted. Underwriters. Securities in a PO may be distributed by underwriters. Underwriters must be securities companies authorized to underwrite issues of securities or a commercial banks approved by the SSC to underwrite issues of bonds, on conditions regulated by the MOF.The role of the underwriter is to assist the issuer to complete procedures prior to the PO, to purchase the securities for resale or the unsold portion of the securities from the issuer, and to assist the issuer to distribute the securities to the public . Custodian banks. These are commercial banks that are either domestic or foreign invested (that is, not an offshore licensed bank) and are licensed to carry out securities depository activities including the keeping and maintaining of securities.  © Allens Arthur Robinson – Vietnam Laws (b) (c) (d) Investors. Investors who wish to purchase securities may be Vietnamese or foreign investors but foreign investor must first apply for a securities trading code. Foreign investment is also subject to limitations (discussed below). 2. 2 Currency and par value Securities offered by a PO must be denominated in Vietnamese dong. The par value for shares and fund certificates is VND10,000 and the minimum par value for bonds is VND100,000. Conditions for a PO (a) Shares.An issuer of shares must be a shareholding company with paid-up capital of at least VND10 billion at the time of registration of the PO, must have made a profit in the year prior to the PO and must not have accumulated l osses as at the year of registration of the offer. The general meeting of shareholders1 of the issuer must pass an issue plan and plan for utilization of the proceeds earned. 2. 3 Under Decree 14 other specific conditions apply to newly established enterprises conducting an initial public offer if the enterprise is in the infrastructure or high-tech sectors.These conditions include the obligation for there to be an underwriter, and the obligation for there to be a bank supervising utilization of the proceeds earned from the offer. (b) Bonds. An issuer of bonds must have paid-up capital of at least VND10 billion at the time of registration of the PO, must have made a profit in the year prior to the PO, must not have accumulated losses as at the year of registration of the offer and must not have more than 100 overdue debts payable. The board of management or members’ council of the issuer (as applicable) must pass an issue plan and plan for utilization and repayment of the pro ceeds earned.The issuer of bonds must also give an undertaking to investors to discharge it obligations. In the case of convertible bonds the issue plan and plan for utilization proceeds must also have a plan for issuance of the shares for conversion and all plans must be passed by the general meeting of shareholders (not the board of management). (c) Fund Certificates. Issued fund certificates must have total value of at least VND50 billion. There must also be an issue plan and a plan for investment of the capital funds earned. 2. 4Prospectus Issuers of a PO must prepare a prospectus. The main contents for a prospectus are prescribed in Law 70 and the MOF has been delegated the task of creating a sample form prospectus. Among other things, the prospectus must include the financial statements of the issuer for the 2 years prior to the issue of the PO. The prospectus must be signed by the chairman of the board of management, the general director, the financial director/accountant (on ly in the case of shares and bonds) and the legal representative of the underwriter. . 5 Registration The issuer must register the PO with the SSC. To register, the issuer must submit a request for registration and attach those documents that are required by Law 70 (and which will be given more detail in specific regulations of the MOF). The documents required include the prospectus, the charter (or in the case of a PO of fund certificates, the proposed charter of the securities investment fund) and relevant resolutions and undertakings by the issuer. In the case of a PO for fund certificates the 1In the case of a enterprise with foreign owned capital that is converting to a shareholding company in combination with making a public offer of shares, Decree 14 clarifies that the issue plan and plan for utilization is passed by the owner of the enterprise with 100% foreign owned capital and the board of management of a joint venture enterprise. 2  © Allens Arthur Robinson – Vie tnam Laws contract for supervision between the custodian bank and the securities investment fund must also be submitted. The SSC has 30 days from receipt of the registration statement to certify registration. . 6 Announcement Within 7 days from certification of registration the issuer must make a public announcement in 3 consecutive newspaper issues. The announcement must stipulate the time in which investors have to register to purchase the securities. The time limit can be set by the issuer but must be a minimum of 20 days. Registration to purchase and payment of monies When an investor registers to purchase the securities it must pay the purchase price into an escrow bank account and this money will remain in escrow until completion of the PO.Allocation and delivery The issuer must allocate the securities within 90 days from the SSC’s certificate of acceptance, and physically deliver the securities to investors within 30 days from the date the offer ends. 2. 7 2. 8 3. List ing Listing is the process of taking a privately-owned organisation including an equitized or equitizing State owned enterprise (SOE) and making the transition to a publicly-owned entity whose shares can be traded on the HCMCSTC or HASTC. 3. Conditions, application and procedures for listing The regulations on the conditions, application files and procedures for listing a company are not contained in Law 70, they are contained in Decree 14. The conditions for listing on the stock exchange (of which there are currently none in Vietnam) are different from the conditions to list on a securities trading centre. However, in anticipation of the HCMCSTC converting to a stock exchange, new registrations for listing on the HCMCSTC must satisfy the conditions applicable for stock exchange listings, while existing listed companies on the HCMCSTC have two years to satisfy these conditions.Companies failing to meet these requirements will have their listing moved to the HASTC. Conditions, applic ation and procedures for listing on the Stock Exchange/HCMCSTC (a) Shares. The listing company must be a shareholding company with paid-up capital of at least VND80 billion at the time of registration for listing, must have made a profit in the two years prior to year of listing and must not have accumulated losses as at the year of registration for listing.There must not be overdue debts payable (unless a lawful reserve has been made for them) and there must be public disclosure of all debts owed to the company by officers2 and major shareholders. At least 100 shareholders must own 20% of the voting shares of the listing company, and there must be an undertaking from shareholders who are also officers of the company to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months. Bonds.The listing company or SOE must have paid-up capital of at least VND80 billion at the time of registration for listing, must have made a profit i n the two years prior to year of listing and must not have overdue debts of more than 1 year. There must be at least 50 bondholders in any one bond issue. 3. 2 (b) 2 Officers are the members of the board of management, members of the board of controllers, director, general director, deputy director, deputy general director and chief accountant.  © Allens Arthur Robinson – Vietnam Laws (c) Fund Certificates. Issued fund certificates must have total value of at least VND50 billion. There must be an undertaking from the initial shareholdings and members of the committee of representatives of the fund to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months. There must be at least 100 owners of fund certificates. 3. 3 Conditions, application and procedures for listing on the HASTC (a) Shares.The listing company must be a shareholding company with paid-up capital of at least VND10 billion at the time of registration fo r listing, must have made a profit in year prior to year of listing and must not have overdue debts of more than 1 year (with no current debts or financial obligations to the State). There must be at least 100 shareholders with voting shares, and there must be an undertaking from shareholders who are also officers of the company to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months.The conditions relating to profitable business operations and overdue debts do not apply to newly established enterprises in infrastructure and high-tech sectors or equitizing SOEs. (b) Bonds. The listing company or SOE must have paid-up capital of at least VND10 billion at the time of registration for listing, and all bonds in the issue must have the same maturity date. Other types of securities. The task of stipulating conditions for listing other types of securities has been delegated to the MOF. (c) 3. 4 Registration The listing enterpris e must register with the relevant exchange or trading centre.To register the listing enterprise must submit a registration slip and attach those documents that are required by Law 70 (and which will be given more detail in specific regulations of the exchange/trading centre). The documents required include the prospectus, relevant corporate resolutions, register of shareholders/bondholders and required undertakings. The exchange/trading centre has 30 days from receipt of the registration slip to approve or refuse the application. 3. 5 Trading Current guidelines on securities, membership of the HCMCSTC/HASTCand trading in securities are contained in Circular 583 implementing Decree 1444.In time, Circular 58 should also be repealed by a new circular implementing Law 70 and Decree 14. In the interim the HCMCSTC and the HASTC continue to apply the day to day trading rules contained in the Circular 58. In addition, under Law 70, the HCMCSTC and the HASTC each are given the responsibility to issue regulations on the trading of listed securities within their respective centres. 3. 6 Other trading Securities listed on a Stock Exchange cannot be traded outside the Stock Exchange, unless otherwise stipulated in the trading rules of the Stock Exchange.In comparison, securities listed on a securities trading centre (STC) can be traded at a securities company which is a trading member of the STC. 3. 7 Taxation holidays – almost over Previously, to encourage investment in Vietnam’s securities market, various incentives were offered, 3 4 Circular 58-2004-TT-BTC of the Ministry of Finance dated 17 June 2004. Both Circular 58 and Decree 144 were issued before Law 70 and Decree 14, and must be read down to the extent of the inconsistency. 4  © Allens Arthur Robinson – Vietnam Laws ncluding preferential corporate income tax rates to companies upon listing. However, this preferential tax treatment ceased on 1 January 2007. Dividends from shares have been fr ee of personal income tax since 1994. However this very long â€Å"temporary exemption† is expected to come to an end under the proposed Law on Personal Income Tax, which was considered by the National Assembly in October-November 2006 and is expected to be passed in 2007. If passed in its current draft form, dividends from shares will be subject to personal income tax at a proposed rate of 5% from 1 January 2009. . Public companies A public company is a newly introduced concept in Vietnam. A public company is a shareholding company with any of the following characteristics: †¢ †¢ †¢ Shares have been issued via a PO. Shares are listed on the HCMCSTC or the HASTC. Shares are owned by 100 or more investors, excluding professional securities investors, and have a paid-up charter capital of VND10 billion or more. Importantly, a company does not have to be listed to be deemed a public company. New rules introduced for public companies include: 4. Filing A public com pany must lodge the public company file with the SSC within 90 days of becoming a public company. The public company files comprises the company’s charter and business registration certificate, the most recent financial statement and summarized information on its business operations scale, management organization and shareholding structure. Major shareholders A shareholder of a public company is deemed to be a major shareholder when it holds directly or indirectly (undefined) 5% or more of the voting shares the company.Upon becoming a major shareholder, the shareholder must report to the SSC and the HCMCSTC or HASTC (depending on where the shares of the public company are listed/offered). The information that must be reported is not extensive: only details of the investor (name, address) and details of the shares (number, percentage). However, important changes to this information, including a change of the number of shares in excess of 1%, must also be reported. Takeovers An offer to purchaser 25% or more of the voting shares in a public company must be made by a â€Å"public offer to acquire†.The public offer to acquire must be registered with and approved by the SSC (the law does not detail any criteria or basis for the approval) and must be announced in the mass media. Of note, if after implementation of the public offer to acquire, the acquirer holds 80% or more in the public company, the acquirer must, if the remaining shareholders so request, acquire the remaining shares at the announced price of the offer to acquire. 4. 4 Disclosure requirements A public company must publicly disclose certain information and report it to the SSC.Annually, a public company must disclose its audited financial statements. In addition, it must disclose information within a short period (24 hours, or 72 hours) upon the happening of a prescribed event, for example if an account of the public company is frozen (within 24 hours) or if a decision is made to borrow bonds with a value of 30% or more of the company’s equity (within 72 hours). 4. 2 4. 3 5  © Allens Arthur Robinson – Vietnam Laws 5. 5. 1 Foreign investors – how to purchase sharesUnlisted shares To contribute capital or purchase shares in Vietnamese enterprises, foreign investors must open a Vietnamese dong capital contribution and share purchase account (Account) at a commercial bank operating in Vietnam. All transfers of funds for the purpose of contributing capital, purchasing and selling shares, transferring capital contribution, receiving and using dividends or profits distribution, or purchasing foreign currency from authorised banks for remittance abroad and other transactions relating to any activity of capital contribution or purchase of shares inVietnamese enterprises by foreign investors must be performed through this Account. Further, this Account may only be used for capital contributions and share purchase activities. Within 2 working days from the date of opening the Account at a commercial bank, the foreign investor must register the Account with the State Bank (Department of Foreign Exchange Control). Under law, the State Bank must certify registration of the account within 5 working days, or otherwise provide written notice of its reasons for refusing to provide certification.A foreign investor is only allowed to perform receipt or payment transactions through the Account after obtaining a document on certification of account registration from the State Bank. Therefore it is important for potential investors to organize this account well in advance of the relevant share purchase date. Other than the controls over the Account, trading in unlisted shares is largely unregulated. 5. 2 Listed shares The foreign investor must apply for a securities trading code from the HCMCSTC/HASTC.The application consists of an application form and supporting documents. Unfortunately, the supporting documents that originate outside Vietn am (for example the constitution and establishment documents of the foreign investor) are subject to the tedious requirements of notarization and certification. Investors must then open a VND securities trading account with a registered broker in accordance with Decision 15505 to service activities of the purchase and sale of securities.The following accounts must be opened by the broker at an authorized bank in Vietnam: (a) a specialized, on-call foreign currency deposit account, into which foreign currency of the foreign investor is deposited (i) for the purpose of conversion into VND for purchase of securities or (ii) after conversion from VND for the purpose of remittance overseas or other authorized foreign currency remittances in Vietnam; and (b) a specialized, on-call VND deposit account, into which all VND amounts (after conversion from foreign currency) and all VND income from securities nvestment is transferred and from which all VND remittances for purchase of securities or for conversion into foreign currency is made. Listed share certificates must be centrally deposited at the Vietnam Securities Depository (VSD). This happens in two steps: first, the owner deposits the certificates with a depository member (for example, the broker or depository bank) and second, the depository member in turn deposits the certificates at the VSD. Cash settlement is made via the settlement bank, which is the BIDV. 6. 6. 1Foreign investors – restrictions Prohibited and conditional sectors Four prohibited sectors are listed in the 2005 Law on Investment. These sectors apply equally to foreign and local investors. Nine conditional sectors are listed in the 2005 Law on Investment. These sectors also apply equally to foreign and local investors. In addition foreign investment is conditional in 13 sectors specified in Decree 108 and ‘other investment sectors in international treaties of which Vietnam is a member and which restrict the opening of the 5Decision 1550-2004-QD-NHNN of the State Bank of Vietnam dated 6 December 2004. 6  © Allens Arthur Robinson – Vietnam Laws market to foreign investors’. It is not yet clear what the conditions are, and whether they may include restrictions on indirect investment. 6. 2 Other restrictions The current (to the extent that they have not been specifically repealed) laws of Vietnam consist of the following restrictions: (a) (b) (c) There is a cap on total foreign shareholdings in or capital contributions to any one unlisted domestic business of 30% of the charter capital (30% rule).The range of unlisted companies in which foreign investors may purchase shares is also restricted by sector (only 35 business lines are permitted). Foreign investors may hold a maximum of 49% of the total shares of any one company listed at a stock exchange or registered for trading at a securities trading centre (49% rule). Although not yet specifically repealed these restrictions may be affected by the 2005 Law on Investment which stipulates â€Å"investors must be permitted to invest in all sectors and in all industries and trades which are not prohibited by law†.Therefore under this general rule foreign investors should be (in theory) permitted to invest in all sectors and all industries provided that they are not in a prohibited or conditional sector (as above). It is not clear if the authorities will interpret the 30% rule and the 49% rule as being repealed by or alternatively, qualifying the Law on Investment. We consider that the better view is that these rules should be repealed by the Law on Investment. This view is consistent with the WTO principle of national treatment.However, we understand that in a meeting held on 18 January 2007 between the Government Office, the Ministry of Finance and the SSC the Government Office expressed the Prime Minister’s opinion that the 49% rule would continue to be applied ‘temporarily’. In any event, specific re strictions will continue to apply to conditional sectors (for example, banks) in accordance with commitments made under international agreements. 7. 7. 1 Securities Industry Players General Securities companies and fund management companies are the key players in the Vietnamese securities industry.This section provides an overview of the scope of activities under Law 70 of these companies Securities company As at 29 December 2006, the SSC has issued 55 operational licenses to securities companies under the previous securities law regime. After the effective date of Law 70, being 1 January 2007, there have not been any operational licenses issued and the most likely reason is that the implementing regulations for Law 70 have not been promulgated to guide the SSC in its work.Under Law 70, securities companies are permitted to engage in any or all of the following activities (the minimum legal capital is listed along side each of the activity): (a) (b) securities brokerage (VND 25 bill ion); securities self-trading (if the securities company engages in this activity it can only conduct the other activity of underwriting) (VND 100 billion); underwriting issues of securities (VND 165 billion); securities investment consultancy (VND 10 billion); financial consultancy services; and other financial services. . 2 (c) (d) (e) (f) The permitted areas of activity are limited compared to the business areas permitted under the old securities law regime. The prescribed minimum legal capital has also increased. This explains why there was a rush towards the end of 2006 to obtain a securities company license from the SSC. 7  © Allens Arthur Robinson – Vietnam Laws 7. 3 Fund Management Company Prior to the effective date of Law 70, eighteen operational licenses were issued by the SSC to fund management companies.Again there was a rush to obtain a license towards the end of 2006 because the scope of business activities has been restricted under Law 70. A fund management company can only engage in fund management and portfolio management and the minimum legal capital for establishment is VND 25 billion. 8. Funds This section provides a brief overview of investment funds as this is the subject of a detailed paper which will be released once the MOF has settled the regulation on investments funds and other related matters. Investment funds have been driving the bullish Vietnamese stock market.There have been a growing number of offshore and onshore investment funds established in recent years. At least 25 investment funds are operating in the market with an objective of investing in Vietnam. The Prime Minister has reportedly indicated that regulations on capital controls would be tightened to prevent capital flight which probably means that the MOF’s soon to be released regulations would introduce further regulatory controls on the operation of Funds. In brief, Law 70 sets the framework for the establishment of onshore public and membersâ€℠¢ funds.Public funds and members’ funds must have at least VND 50 billion in start up capital and managed by a fund management company. A public fund may be an open or closed ended fund with at least 100 investors. A members’ fund must have up to 30 investors. Assets of a fund are to be held by a custodian bank. The MOF’s future regulation is expected to contain other operational requirements. This article was written by Julia Howes, a lawyer with Allens Arthur Robinson who has been practicing in Vietnam for 3 years.Allens Arthur Robinson is one of the largest international law firms in Asia, with more than 900 lawyers, including 179 partners. Allens Arthur Robinson has been providing legal services for clients in Australia for more than 180 years and in Asia for the past 30 years. Our Vietnam practice is managed by partners Bill Magennis in Hanoi and Nigel Russell in Ho Chi Minh City, both of whom joined the Allens Arthur Robinson partnership from 1 January 200 7. The Vietnam practice was established in 1993 and is one of the largest and most successful among foreign law firms in the country.For further information, please contact: Bill Magennis Partner, Hanoi Ph: +84 4 936 0990 Bill. [email  protected] com. au Nigel Russell Partner, Ho Chi Minh City Ph: +84 8 822 1717 Nigel. [email  protected] com. au Steve Pemberton Partner, Singapore Ph: +65 6535 6622 Steve. [email  protected] com. au Jim Dunstan Executive Partner – Banking & Finance and Asia offices, Sydney Ph: +61 2 9230 4571 Jim. [email  protected] com. au Simon Lynch Partner, Melbourne Ph: +61 3 9613 8922 Simon. [email  protected] com. au Jeremy Low Partner, Sydney Ph: +61 2 9230 4041 Jeremy. [email  protected] com. au This publication is copyright.Except as permitted under relevant laws, no part of this publication may be reproduced by any process, electronic or otherwise, without the specific written permission of the copyright owner.  © Allens Arthur Robinson 8  © Allens Arthur Robinson – Vietnam Laws The material contained in Vietnam Client Updates is intended to inform you of recent legal developments in Vietnam. It is not intended, and should not be relied upon, as legal advice. Should you wish further information in relation to any legal instrument or matter mentioned in this issue, please do not hesitate to contact one of our offices.Ho Chi Minh City Suite 605 Saigon Tower 29 Le Duan Boulevard District 1 Ho Chi Minh City,Vietnam Tel +84 8 822 1717 Fax +84 8 822 1818 nigel. [email  protected] com. au Hanoi Suite 401 Hanoi Tower 49 Hai Ba Trung Hanoi, Vietnam Tel +84 4 936 0990 Fax +84 4 936 0984 bill. [email  protected] com. au Allens Arthur Robinson – a leading international law firm with lawyers in: Bangkok | Beijing | Brisbane | Hanoi | Ho Chi Minh City | Hong Kong | Jakarta | Melbourne | Perth | Phnom Penh | Port Moresby | Shanghai | Singapore | Sydney 9  © Allens Arthur Robinson – Vietnam Laws