Planning Buy-Sell Agreements In The Hospitality Industry

In the article - Planning Buy-Sell Agreements In The Hospitality Industry - by John M. Tarras, Assistant Professor, School of Hotel, Restaurant and Institutional Management at Michigan State University, the author initially observes: “The vast majority of hospitality firms (restaurants, hotels, etc.) would be considered closely-held corporations. As such, they have unique planning problems compared to large, publicly-traded hospitality firms. One area of special concern to the closely-held hospitality firm is the planning and adoption of a buy-sell agreement.” The above thesis statement outlines the heart of the article; the buy-sell agreement in regard to smaller [closely held, as Tarras calls them] corporations. The theory is narrow and pro-active, spanning the gap between personal-to-corporate stock manipulations. “The primary purpose of a buy-sell agreement is to contribute to the orderly transfer of a shareholder's stock in a hospitality firm upon some future incident [typically retirement, withdrawal of a shareholder, disability, or death], as Tarras defines the concept. “The hospitality firm or the other shareholders would be committed to purchase the departing shareholder's stock at an agreed upon price and method, and to ensure that ample cash will be obtainable for such an impending sale. The buy-sell agreement provides a market for the shareholder or the shareholder's estate for the sale of otherwise illiquid stock,” the author further provides as canons of buy-sell agreements. In defining the buy-sell agreement with restrictive clauses, Tarras demonstrates, “…many closely-held hospitality firms desire to limit ownership to those individuals, either family or principal corporate employees, who are essential to the well-being of the firm.” Tarras says, another element of the buy-sell agreement is to furnish the departing shareholder with liquidity. “…there typically is some form of cash down payment with the remainder denoted by an interest-bearing promissory note [usually 5 to 15 years],” he informs. “The departing shareholders may require that the hospitality firm pledge the assets of the firm and that the remaining shareholders personally guarantee the promissory note.” “…the most frequent reason for establishing buy-sell agreements is for estate planning purposes,” Tarras says. There are tax advantages and liabilities for both the seller and buyer of stock via the buy-sell agreement, and the author enumerates many of these. One, big advantage of the buy-sell agreement is that it provides for the running of the company with a minimum of disruption through the stock-cash transition process, Tarras offers.

Why Leaves Turn Red in Autumn. The Role of Anthocyanins in Senescing Leaves of Red-Osier Dogwood

Why the leaves of many woody species accumulate anthocyanins prior to being shed has long puzzled biologists because it is unclear what effects anthocyanins may have on leaf function. Here, we provide evidence for red-osier dogwood (Cornus stolonifera) that anthocyanins form a pigment layer in the palisade mesophyll layer that decreases light capture by chloroplasts. Measurements of leaf absorbance demonstrated that red-senescing leaves absorbed more light of blue-green to orange wavelengths (495–644 nm) compared with yellow-senescing leaves. Using chlorophyll a fluorescence measurements, we observed that maximum photosystem II (PSII) photon yield of red-senescing leaves recovered from a high-light stress treatment, whereas yellow-senescing leaves failed to recover after 6 h of dark adaptation, which suggests photo-oxidative damage. Because no differences were observed in light response curves of effective PSII photon yield for red- and yellow-senescing leaves, differences between red- and yellow-senescing cannot be explained by differences in the capacities for photochemical and non-photochemical light energy dissipation. A role of anthocyanins as screening pigments was explored further by measuring the responses PSII photon yield to blue light, which is preferentially absorbed by anthocyanins, versus red light, which is poorly absorbed. We found that dark-adapted PSII photon yield of red-senescing leaves recovered rapidly following illumination with blue light. However, red light induced a similar, prolonged decrease in PSII photon yield in both red- and yellow-senescing leaves. We suggest that optical masking of chlorophyll by anthocyanins reduces risk of photo-oxidative damage to leaf cells as they senesce, which otherwise may lower the efficiency of nutrient retrieval from senescing autumn leaves.

Private higher education policy in Ohio, 1980--2006: A case study demonstrating the usefulness of Zumeta's public policy posture model

This study describes the case of private higher education in Ohio between 1980 and 2006 using Zumeta's (1996) model of state policy and private higher education. More specifically, this study used case study methodology and multiple sources to demonstrate the usefulness of Zumeta's model and illustrate its limitations. Ohio served as the subject state and data for 67 private, 4-year, degree-granting, Higher Learning Commission-accredited institutions were collected. Data sources for this study included the National Center for Education Statistics Integrated Postsecondary Data System as well as database information and documents from various state agencies in Ohio, including the Ohio Board of Regents. ^ The findings of this study indicated that the general state context for higher education in Ohio during the study time period was shaped by deteriorating economic factors, stagnating population growth coupled with a rapidly aging society, fluctuating state income and increasing expenditures in areas such as corrections, transportation and social services. However, private higher education experienced consistent enrollment growth, an increase in the number of institutions, widening involvement in state-wide planning for higher education, and greater fiscal support from the state in a variety of forms such as the Ohio Choice Grant. This study also demonstrated that private higher education in Ohio benefited because of its inclusion in state-wide planning and the state's decision to grant state aid directly to students. ^ Taken together, this study supported Zumeta's (1996) classification of Ohio as having a hybrid market-competitive/central-planning policy posture toward private higher education. Furthermore, this study demonstrated that Zumeta's model is a useful tool for both policy makers and researchers for understanding a state's relationship to its private higher education sector. However, this study also demonstrated that Zumeta's model is less useful when applied over an extended time period. Additionally, this study identifies a further limitation of Zumeta's model resulting from his failure to define "state mandate" and the "level of state mandates" that allows for inconsistent analysis of this component. ^

Knowledge, attitudes, and practices affecting health behaviors in the U.S. Army Special Operations Command population of Rangers

Malaria is a threat to United States military personnel operating in endemic areas, from which there have been hundreds of cases reported over the past decade. Each of these cases might have been avoided with proper adherence to malaria chemoprophylaxis medications. Military operations may detract from the strict 100% adherence required of these preventive medications. However, the reasons for non-adherence in military populations are not well understood. This behavior was investigated using a cross sectional study design on a convenience sample of U.S. Army Ranger volunteers (n=150) located at three military instillations. Theoretical support was based on components of the Health Belief Model, the Theory of Reasoned Action/Theory of Planned Behavior, and the Social Cognitive Theory. ^ Data on knowledge, attitudes, and practices, as well as multiple environmental domains was collected using an original yet unvalidated questionnaire. The data was analyzed using bivariate Pearson correlations, binary logistic regression, and moderated logistic regressions employing a 0.05 criterion of statistical significance. Power analyses predicted 96-98% power for this analysis. ^ Multiple significant medium strength Pearson correlation coefficients were identified relative to the two dependent variables Take medications as directed and Intend to take the medications as directed the next time. Binary logistic regression analyses identified multiple variables that may predict behavioral intentions to adhere to these preventive medications, as a proxy for behavioral change. Moderated logistic regression analyses identified Command Support for adherence to these medications as a potential significant moderator that interacts with independent variables within three domains of the survey questionnaire. ^ The findings indicate that there may be potential significant beneficial effects, which may improve this behavior in this population of Rangers through 1) promoting affirmative interpersonal communications that emphasize adherence to these medications, 2) including malaria chemoprophylaxis medications in the mission planning process, and 3) military command support, in the form of including the importance of proper adherence to these medications in the unit safety briefings.^

From Passive to Active Community Conservation: A Study of Forest Governance in a Region of the Sierra Norte of Oaxaca, Mexico

This thesis investigates how seven communities in a subregion of the Sierra Norte of Oaxaca are conserving high forest cover in the absence of national protected areas. To conduct this study I relied on archival research and the review of community documents, focus group interviews and land use transects to explore historical and current land use. I found that communities have conserved 88.34% of the subregion as forest cover, or 58,596 hectares out of a total territory of 66,264 hectares. Analysis suggests that the communities have undergone a historical transition from more passive conservation to more active, conscious conservation particularly in the last decade. This thesis further contends that communities deserve additional financial compensation for this active conservation of globally important forests for biodiversity conservation and that exercises in systematic conservation planning ignore the reality that existing biodiversity conservation in the subregion is associated with community ownership.

The Council on Foreign Relations and the Grand Area: Case Studies on the Origins of the IMF and the Vietnam War

This article examines the role of corporate elites within the Council on Foreign Relations (CFR) in establishing the framework for the IMF and the rationale for the Vietnam War. Drawing on the CFR's War-Peace Study Groups, established in World War II as a conduit between corporate elites and the U.S. government, the author first analyzes the role of corporate power networks in grand area planning. He shows that such planning provided a framework for postwar foreign and economic policymaking. He then documents the relationship between corporate grand area planning and the creation of the IMF. The analysis concludes with an examination of the relationship between grand area planning and the Vietnam War.

The Military-Industrial Complex and US Military Spending After 9/11

This article examines the economic, political and institutional power of the military-industrial complex (MIC) by examining its influence on military spending before and after the events of 9/11. The reasons for the continuity of MIC influence in US foreign policy is explored. This includes the role of military contractors in financing policy planning organizations, the relationship between military contractors and the Defense Department, and the centralization of executive branch authority in foreign policy decision-making, especially during critical junctures or foreign policy crises.