Requeste, proces verbaux et advertissemens faits à la diligence de Monsieur le Recteur et par l'ordre de l'Université : pour faire condamner une doctrine pernicieuse & preiudiciable à la societé humaine & particulierement à la vie des Rois : enseignée au Collège de Clairmont detenu par les Iesuites à Paris.

Collection of five pamphlets condemning Jesuit policy and teaching at the University of Paris.

Uso del Due Diligence para la adquisición de una empresa salvadoreña.

En el mundo de los negocios se desarrolla un proceso dinámico de intercambio que ha experimentado transformaciones importantes en las últimas décadas, sin que se pierda la esencia de las transacciones comerciales que nacieron prácticamente desde que existe la raza humana. La raíz del intercambio económico radica en las transacciones de compra y venta de bienes y servicios que se realizan para satisfacer necesidades. Estas transacciones son ejecutadas por personas naturales y jurídicas, que ofrecen bienes y servicios, que son negociados en los distintos mercados. Las empresas, como entidades económicas, también son bienes transables, en las que interviene el capital y el trabajo. Estas son poseedoras de activos, pasivos, generan ingresos y existen con el fin de generar riqueza. La adquisición de una empresa implica: la negociación entre un inversor, que juega el papel de comprador, y un oferente que es el empresario interesado en vender. Ambos buscan alcanzar el máximo beneficio de las operaciones que realizan. Los inversores, hacen uso de distintas herramientas para poder investigar, revisar y ejecutar la transacción de manera óptima y lícita. Una de las herramientas que se utilizada en el mundo moderno de los negocios es el due diligence. El due diligence es un proceso de levantamiento, revisión y análisis de información que se ocupa para varios fines. Regularmente es utilizado para cierres de negocios y se ejecuta siempre que las partes hayan concluido que es factible financieramente una posible transacción de adquisición. El proceso de levantamiento de información incluye aspectos legales, financieros, operativos, mercadológicos y estratégicos. En El Salvador, buena parte de las transacciones de compraventa en micro y pequeñas empresas, se hacen sin tomar en cuenta el due diligence. Las transacciones se realizan de manera tradicional e incluso empíricamente. Sin embargo, en entidades medianas y grandes, que están mejor organizadas y con más recurso financiero, se contratan empresas y/o consultores que se especializan en la realización de estos estudios. El due diligence es una metodología de valoración, no es una auditoría, ni una receta técnica. Es una guía para aplicar la “debida diligencia” y “revisión de negocios”; que varía de acuerdo a las condiciones particulares de cada empresa, así como a la perspicacia y visión del equipo técnico, legal y financiero nombrado por el inversionista y el vendedor.

Nonprofit Boards in Australia: A Distinctive Governance Appoach

This article reports the findings into patterns of governance on nonprofit boards in Australia. The research surveys 118 boards, upon which serve a total of 1405 directors. The findings indicate that nonprofit boards can mimic some aspects of a shareholder approach to governance. But nonprofit boards, in the main, indicate priorities and activities of a stakeholder approach to governance. The features of `isomorphism' that arise largely stem from legislative requirements in corporate governance. Generally, nonprofit directors are influenced by agenda and motivations that can be differentiated from the influences upon director activity in the corporate sector. The study indicates that nonprofit boards prize knowledge and loyalty to the sector when considering board composition. The survey suggests nonprofits ``compensate'' for the demands placed upon them about fiduciary duty and due diligence responsibilities with the diverse intellectual expertise of non-executive directors. Nonprofit boards possess greater diversity than boards in the corporate sector; they include more women as directors than corporate boards and they include a greater proportion of directors from minority groups. While strategic issues feature significantly as a task of the nonprofit board, they distinguish themselves from their corporate counterparts by engaging in operational management. The findings indicate that, in the main, directors on nonprofit boards deliberate and operate in ways distinctive from their corporate counterparts. Such findings offer a contribution to the reform of Corporations Law in other countries and the likely consequence on boards outside the corporate sector.

Misunderstanding or Misdirection?: Whistleblower Protection in Queensland

In his report into corruption in Queensland, Fitzgerald listed whistleblower protection as a necessary part of a strong governance regime. "What is required is an accessible, independent body to which disclosures can be made, confidentially (at least in the first instance) and in any event free from fear of reprisals." It was one of the reforms studied by the Electoral and Administrative Review Committee, the report of which resulted in the Whistleblowers Protection Act 1994 (WPA). The need for whistleblower protection was supported by all sides of Parliament. The Premier, Wayne Goss, in his Second Reading Speech on the Public Sector Ethics Bill , said that that Act and the WPA would form a package with the former outlining required behaviour and the WPA encouraging staff to report wrongdoing. The WPA was subsequently passed and has remained virtually unamended for over a decade. Such consistency is either an indication of skilled drafting and effectiveness or the fact that the Act has been neglected. It is the hypothesis of this paper that the latter is the case. This hypothesis will be tested by examining the sincerity and diligence with which the Act has been treated during, and following, its passage.

AITPM Email Newsletter Volume 0909, September 2009: Presidents Message

President’s Message Hello fellow AITPM members, A few weeks have now passed since our 2009 AITPM National Conference, Traffic Beyond Tomorrow, which was held at the Adelaide Convention Centre from 5 to 7 August. I personally had a most enjoyable and enriching time at the Conference and felt these same “vibes” all around me. Top marks go to the South Australia organising committee, convened by Andrew Leedham, for their dedication to this our flagship event for the year. I could go on to cite my highlights but there were too many to give due diligence here. I had a number of official functions to perform at the Conference, but one in particular worth mentioning was being interviewed by radio stations 5AA, the main news/talk commercial broadcaster in Adelaide, and 891 ABC Adelaide. All interviewers were focussed on the issue of congestion charging, which is interesting in its emergence as a public conversation piece. My main responses focussed on the importance of providing alternatives for travel to the motorist otherwise being charged by a scheme, if and when decisions were made to implement congestion charging. I found that these opportunities to present AITPM as a professional peak body were very fruitful. The Queensland organising committee is now in full swing organising the 2010 AITPM National Conference, What’s New?, so please keep a lookout for related content. You’ll also find within this edition a transcript of my President’s Report to the 2009 AITPM National Annual General Meeting, which was held during the Adelaide Conference. Best regards to all, Jon Bunker

Franchisor failure : an assessment of the adequacy of regulatory response

Franchisor failure is one of the most problematic areas of the franchise relationship. It impacts negatively on landlords and other suppliers, but the contracting parties that are currently without legal rights to respond when a franchisor fails, and thus without consumer protection, are its franchisees. In this thesis I explore the current contractual, regulatory and commercial environment that franchisees inhabit, within the context of franchisor failure. I conclude that ex ante there are opportunities to level the playing field through consumer protection legislation. I also conclude that the task is not one solely for the consumer protection legislation; the problem should also be addressed ex post through the Corporations Act.

Can compensation be claimed under the standard commercial land and building contract where the property sold has no legally enforceable vehicular access?

This was the question that confronted Wilson J in Jarema Pty Ltd v Michihiko Kato [2004] QSC 451. Facts The plaintiff was the buyer of a commercial property at Bundall. The property comprised a 6 storey office building with a basement car park with 54 car parking spaces. The property was sold for $5 million with the contract being the standard REIQ/QLS form for Commercial Land and Buildings (2nd ed GST reprint). The contract provided for a “due diligence” period. During this period, the buyer’s solicitors discovered that there was no direct access from a public road to the car park entrance. Access to the car park was over a lot of which the Gold Coast City Council was the registered owner under a nomination of trustees, the Council holding the property on trust for car parking and town planning purposes. Due to the absence of a registered easement over the Council’s land, the buyer’s solicitors sought a reduction in the purchase price. The seller would not agree to this. Finally the sale was completed with the buyer reserving its rights to seek compensation.

Innovative damage assessment of steel truss bridges using modal strain energy correlation

As a part of vital infrastructure and transportation network, bridge structures must function safely at all times. Bridges are designed to have a long life span. At any point in time, however, some bridges are aged. The ageing of bridge structures, given the rapidly growing demand of heavy and fast inter-city passages and continuous increase of freight transportation, would require diligence on bridge owners to ensure that the infrastructure is healthy at reasonable cost. In recent decades, a new technique, structural health monitoring (SHM), has emerged to meet this challenge. In this new engineering discipline, structural modal identification and damage detection have formed a vital component. Witnessed by an increasing number of publications is that the change in vibration characteristics is widely and deeply investigated to assess structural damage. Although a number of publications have addressed the feasibility of various methods through experimental verifications, few of them have focused on steel truss bridges. Finding a feasible vibration-based damage indicator for steel truss bridges and solving the difficulties in practical modal identification to support damage detection motivated this research project. This research was to derive an innovative method to assess structural damage in steel truss bridges. First, it proposed a new damage indicator that relies on optimising the correlation between theoretical and measured modal strain energy. The optimisation is powered by a newly proposed multilayer genetic algorithm. In addition, a selection criterion for damage-sensitive modes has been studied to achieve more efficient and accurate damage detection results. Second, in order to support the proposed damage indicator, the research studied the applications of two state-of-the-art modal identification techniques by considering some practical difficulties: the limited instrumentation, the influence of environmental noise, the difficulties in finite element model updating, and the data selection problem in the output-only modal identification methods. The numerical (by a planer truss model) and experimental (by a laboratory through truss bridge) verifications have proved the effectiveness and feasibility of the proposed damage detection scheme. The modal strain energy-based indicator was found to be sensitive to the damage in steel truss bridges with incomplete measurement. It has shown the damage indicator's potential in practical applications of steel truss bridges. Lastly, the achievement and limitation of this study, and lessons learnt from the modal analysis have been summarised.

Ocular surface health with contact lens wear

Eye care practitioners (ECPs) would tend to agree that wearing contact lenses increases the risk for infection, but millions of patients are still fitted with lenses every year because ECPs feel that the risk is manageable and that their patients' eye health can be protected. The Fusarium and Acanthamoeba keratitis outbreaks of years past were a wake-up call to manufacturers, ECPs, and regulatory agencies that risk cannot be managed without diligence, and that the complex relationship between contact lens materials, contact lens solutions, and compliance needs to be better understood in order to optimize the efficacy of contact lens care and improve care guidelines.

Social water assessment protocol : a step towards connecting mining, water and human rights

The human right to water has recently been recognised by both the United Nations General Assembly and the Human Rights Council. As the mining industry interacts with water on multiple levels, it is important that these interactions respect the human right to water. Currently, a disconnect exists between mine site water management practices and the recognition of water from a human rights perspective. The Minerals Council of Australia (MCA) Water Accounting Framework (WAF) has previously been used to strengthen the connection between water management and human rights. This article extends this connection through the use of a Social Water Assessment Protocol (SWAP). The SWAP is scoping tool consisting of a set of questions classified into taxonomic themes under leading topics with suggested sources of data that enable mine sites to better understand the local water context in which they operate. Three of the themes contained in the SWAP – gender, Indigenous peoples and health – are discussed to demonstrate how the protocol may be useful in assisting mining companies to consider their impacts on the human right to water.

Corporate governance quality, audit fees and non-audit services fees

This paper extends prior research on the relationship between governance quality and auditor remuneration.We examine the influence of audit committee effectiveness (ACE), a proxy for governance quality, on audit fees (AF) and non-audit services fees (NASF) using a new composite measure comprising audit committee independence, expertise, diligence and size. We find that after controlling for board of director characteristics, there is a significant positive association between ACE and AF only for larger clients. Our results indicate that effective audit committees undertake more monitoring which results in wider audit scope and higher audit fees. Contrary to our expectations, we find the association between ACE and NASF to be positive and significant, especially for larger clients. This suggests that larger clients are more likely to purchase non-audit services (NAS) even in the presence of effective audit committees probably due to the complexity of their activities. Overall, our findings support regulatory initiatives aimed at improving corporate governance quality.

Boiler room scams destroy lives yet police blame victims

The Queensland Organised Crime Commission of Inquiry recently handed down its findings examining how organised crime has been policed in recent years. While media attention has been focused on the implications for child sexual exploitation and paedophilia, the report also made some substantial findings related to financial crimes such as investment fraud (commonly known as boiler rooms scams). Quite disturbingly, the report notes a strong victim blaming mentality that police expressed towards individuals who invested in fraudulent companies and who subsequently lost money in these boiler room scams. The attitude of the police towards boiler room victims was largely one of apathy towards the likelihood of any investigation, and of blame towards victims for not doing what was perceived to be “due diligence”. This finding illustrates several myths which are argued to exist around investment fraud victims, particularly around the concept of “due diligence”. It also feeds into the idea that victims are greedy/naïve and financially illiterate/not investment savvy. These are both problematic and largely inaccurate. Drawing on examples from my own research with fraud victims, the article will illustrate the complexity and sophistication of many boiler room schemes and demonstrate the difficulties in identifying fraudulent investment opportunities.

School and choice : Anethnography of a primary school with bilingual classes

Based on a one-year ethnographic study of a primary school in Finland with specialised classes in Finnish and English (referred to as bilingual classes by research participants), this research traces patterns of how nationed, raced, classed and gendered differences are produced and gain meaning in school. I examine several aspects of these differences: the ways the teachers and parents make sense of school and of school choice; the repertoires of self put forward by teachers, parents and pupils of the bilingual classes; and the insitutional and classroom practices in Sunny Lane School (pseudonym). My purpose is to examine how the construction of differentness is related to the policy of school choice. I approach this questions from a knowledge problematic, and explore connections and disjunctions between the interpretations of teachers and those of parents, as well as between what teachers and parents expressed or said and the practices they engaged in. My data consists of fieldnotes generated through a one-year period of ethnographic study in Sunny Lane School, and of ethnographic interviews with teachers and parents primarily of the bilingual classes. This data focuses on the initial stages of the bilingual classes, which included the application and testing processes for these classes, and on Grades 1─3. In my analysis, I pursue poststructural feminist theorisations on questions of knowledge, power and subjectivity, which foreground an understanding of the constitutive force of discourse and the performative, partial, and relational nature of knowledge. I begin by situating my ethnographic field in relation to wider developments, namely, the emergence of school choice and the rhetoric of curricular reform and language education in Finland. I move on from there to ask how teachers discuss the introduction of these specialised classes, then trace pupils paths to these classes, their parents goals related to school choice, teachers constructions of the pupils and parents of bilingual classes, and how these shape the ways in which school and classroom practices unfold. School choice, I argue, functioned as a spatial practice, defining who belongs in school and demarcating the position of teachers, parents and pupils in school. Notions of classed and ethnicised differences entered the ways teachers and parents made sense of school choice. Teachers idealised school in terms of social cohesiveness and constructed social cohesion as a task for school to perform. The hopes parents iterated were connected to ensuring their children s futurity, to their perceptions of the advantages of fluency in English, but also to the differences they believed to exist between the social milieus of different schools. Ideals such as openmindedness and cosmopolitanism were also articulated by parents, and these ideals assumed different content for ethnic majority and minority parents. Teachers discussed the introduction of bilingual classes as being a means to ensure the school s future, and emphasised bilingual classes as fitting into the rubric of Finnish comprehensive schooling which, they maintained, is committed to equality. Parents were expected to accommodate their views and adopt the position of the responsible, supportive parent that was suggested to them by teachers. Teachers assumed a posture teachers of appreciating different cultures, while maintaining Finnishness as common ground in school. Discussion on pupils knowledge and experience of other countries took place often in bilingual classes, and various cultural theme events were organized on occasion. In school, pupils are taught to identify themselves in terms of cultural belonging. The rhetoric promoted by teachers was one of inclusiveness, which was also applied to describe the task of qualifying pupils for bilingual classes, qualifying which pupils can belong. Bilingual classes were idealised as taking a neutral, impartial posture toward difference by ethnic majority teachers and parents, and the relationship of school choice to classed advantage, for example, was something teachers, as well as parents, preferred not to discuss. Pupils were addressed by teachers during lessons in ways that assumed self responsibility and diligence, and they assumed the discursive category of being good, competent pupils made available to them. While this allowed them to position themselves favourably in school, their participation in a bilingual class was marked by the pressure to succeed well in school.