Le rôle de l’avocat dans les transactions d’acquisition et fusion d’entreprises

Les développements technologiques et la mondialisation ont permis aux gens d’avoir accès à l’information plus facilement et rapidement que jamais, provoquant ainsi des changements importants dans le milieu juridique qui doit s’adapter à la nouvelle clientèle sophistiquée et exigeante. Dans ce travail, nous nous penchons sur certains aspects devant être considérés par les avocats modernes assistant leur clientèle dans le cadre des transactions d’acquisition et de fusion.

Representing Leigh Hunt’s Autobiography

That study attempted to elaborate the problematic of [Leigh Hunt's] position within the London literary and political scene between the years 1805 and1828, the contributions he made to British literature and journalism, and his public standing at the end of the romantic period. Since Hunt's life is obviously too complex to be rendered fully in any single study, the idea was not to attempt an exhaustive history, but rather to present a starting point for further inquiry into Hunt's career as a writer and public figure under the reign of Queen Victoria. [...]

Comparing correspondence analysis and the log-ratio alternative for representing categorical data

We compare correspondance análisis to the logratio approach based on compositional data. We also compare correspondance análisis and an alternative approach using Hellinger distance, for representing categorical data in a contingency table. We propose a coefficient which globally measures the similarity between these approaches. This coefficient can be decomposed into several components, one component for each principal dimension, indicating the contribution of the dimensions to the difference between the two representations. These three methods of representation can produce quite similar results. One illustrative example is given

A unified approach for representing rows and columns in contingency tables

By using suitable parameters, we present a uni¯ed aproach for describing four methods for representing categorical data in a contingency table. These methods include: correspondence analysis (CA), the alternative approach using Hellinger distance (HD), the log-ratio (LR) alternative, which is appropriate for compositional data, and the so-called non-symmetrical correspondence analysis (NSCA). We then make an appropriate comparison among these four methods and some illustrative examples are given. Some approaches based on cumulative frequencies are also linked and studied using matrices. Key words: Correspondence analysis, Hellinger distance, Non-symmetrical correspondence analysis, log-ratio analysis, Taguchi inertia

Representing traumatic pasts at the District Six Museum

Using this metaphoric framework as a starting point, I would like to focus on the characteristics of the District Six Museum which extend its work beyond being that of representation (of traumatic memory). Representation signifies in some ways distance and separation, a telling of a story depicted for others. The work of the Museum is more akin to what could broadly speaking be described as ‘engagement’. Although this is word is much over-used, it nonetheless indicates more closely an embodied practice which invites personal insertion, empathy and emplacement. It includes a whole range of sense-making practices by those closest to the Museum’s story – the dispossessed ex-residents – who participate in the memorialisation practices of the Museum in both harmonious and dissonant ways. The architectural metaphor of this seminar is key to this approach, indicating a practice which is constructed and layered, fixed yet changeable. It speaks to a spectrum of activities related to the imperatives to develop as well as conserve – elements which are central to the Museum’s work in relation to the process of return and restitution. To signify the unfinished business of representation, the permanent exhibition is called Digging Deeper, a framework which allows for an always further uncovering of facts, meanings and perspectives.

Tripleclouds: an efficient method for representing horizontal cloud inhomogeneity in 1D radiation schemes by using three regions at each height

Radiation schemes in general circulation models currently make a number of simplifications when accounting for clouds, one of the most important being the removal of horizontal inhomogeneity. A new scheme is presented that attempts to account for the neglected inhomogeneity by using two regions of cloud in each vertical level of the model as opposed to one. One of these regions is used to represent the optically thinner cloud in the level, and the other represents the optically thicker cloud. So, along with the clear-sky region, the scheme has three regions in each model level and is referred to as “Tripleclouds.” In addition, the scheme has the capability to represent arbitrary vertical overlap between the three regions in pairs of adjacent levels. This scheme is implemented in the Edwards–Slingo radiation code and tested on 250 h of data from 12 different days. The data are derived from cloud retrievals using radar, lidar, and a microwave radiometer at Chilbolton, southern United Kingdom. When the data are grouped into periods equivalent in size to general circulation model grid boxes, the shortwave plane-parallel albedo bias is found to be 8%, while the corresponding bias is found to be less than 1% using Tripleclouds. Similar results are found for the longwave biases. Tripleclouds is then compared to a more conventional method of accounting for inhomogeneity that multiplies optical depths by a constant scaling factor, and Tripleclouds is seen to improve on this method both in terms of top-of-atmosphere radiative flux biases and internal heating rates.

Campanian crustacean burrow system from Israel with brood and nursery chambers representing communal organization

Phosphorite-filled crustacean burrows associated with a Campanian-age omission surface in the north-western Negev are described. The phosphatic burrow casts weather out displaying scratches (bioglyphs) and two types of local swellings (chambers), which are flattened normal to the course of the burrow. The more abundant chamber type is a flattened spheroid (diameter 45-50 mm) or a flattened, highly prolate ellipsoid of larger dimensions, with bioglyphs. The other type is a flattened spheroid (diameter 45 mm), gently rounded on the upper side and flat on the base. Rings of elevations on the cast (representing moats) form interconnected circlets, each capped by about eight rounded hemispherical tubercles (4 x 4 mm) (pits on original), the whole forming a discrete network. The first type of chamber may have hosted the young (nursery chamber) and/or stored food. The second type of cast replicates a chamber with a pitted floor, which may have formed a brood chamber for 60-70 spherical eggs, each about 3 mm in diameter. Brood chambers in crustacean burrow systems were previously suspected, but only at burrow terminations. The interpreted K-type breeding strategy, brood care and associated functions require a high degree of social organization, none of which has been observed in extant crustaceans, but all occur within social insects.

The standardization of contracts for construction

Contracts are put to a wide variety of uses. Those who draft construction contracts in the UK rarely consider all of the potential uses and therefore may produce documents that are less than ideal. The various uses are considered in their theoretical background before turning to the practical difficulties often encountered in trying to fulfil such diverse aims. The question of standardisation is examined within this context. Existing standard forms of contract in the UK are found to do little to overcome these difficulties, and this encourages either a significant level of amendment to the standards or experienced clients to draft their own forms. The solution is an approach to contract drafting which is designed to offer a compromise; better standard forms, based on the lessons learned from the drafting of non-standard forms and a pooling of experience, including that of lawyers, in the drafting process. Although this paper is based upon the experience of the UK, these conclusions are relevant for contract-drafting practice in general.

Financial protection in the UK building industry: a guide for clients and the construction supply chain.

There is a clear need for financial protection in the construction industry, both to guarantee satisfactory completion of construction projects and to guard against non-payment. However, the cost of financial protection is often felt to be disproportionately high, with unnecessary overlap between different measures. The Reading Construction Forum has commissioned and steered research which is published in this report in an effort to bring the problem out into the open and to clarify the various options open to the various parties and stakeholders in the construction process. "Financial Protection in the UK Building Industry" is the first definitive report on the subject, offering an accurate and simple guide that all levels within the construction industry can understand. This accessible new guide considers the problem of financial protection and clearly lays out the alternative solutions.It looks by turn at the client, the main contractor, and the sub-contractor, discussing which financial protection options are available to each of them, and considers the pros and cons of each option. The cost of each type of financial protection is weighed against the amount of protection provided and the risks involved. The book concludes with guidance for consultants, emphasising relevant points to consider when advising clients and contractors about which type of financial protection to choose. "Financial Protection in the UK Building Industry" was researched by a literature search, collection of statistical data, and financial data, as well as discussions with clients, contractors, sub-contractors and consultants. This investigation has shown that the direct costs of implementing financial protection measures are marginal, and that wider adoption of payment protection would create a more equitable situation between contracting parties.This guide will enable anyone in the construction industry to consider all the options, and determine what is the best solution for them. "Reading Construction Forum Financial Protection for the UK Building Industry" was complied by the University of Reading, funded by the Reading Construction Forum. The Forum has recently commissioned and steered a number of high-profile reports covering important aspects of the construction industry. Members of the Forum include major companies which are concerned with achieving high quality in the design, construction and use of commercial, retail and industrial buildings. All are committed to change and innovation in the British and European construction industries.

Representing El Niño in coupled ocean–atmosphere GCMs: the dominant role of the atmospheric component

A systematic modular approach to investigate the respective roles of the ocean and atmosphere in setting El Niño characteristics in coupled general circulation models is presented. Several state-of-the-art coupled models sharing either the same atmosphere or the same ocean are compared. Major results include 1) the dominant role of the atmosphere model in setting El Niño characteristics (periodicity and base amplitude) and errors (regularity) and 2) the considerable improvement of simulated El Niño power spectra—toward lower frequency—when the atmosphere resolution is significantly increased. Likely reasons for such behavior are briefly discussed. It is argued that this new modular strategy represents a generic approach to identifying the source of both coupled mechanisms and model error and will provide a methodology for guiding model improvement.