Appointing a Process Agent in Cross-Border Transactions

In today’s global economy, transactional attorneys and paralegals are seeing an increase in the number of multi-jurisdictional, cross-border transactions and in the resulting number of detailed requirements for closing. One of the requirements that is often overlooked until the last minute is the appointment of a process agent. Understanding the role and what is involved in appointing such an agent will help ensure that this important item on the closing checklist does not cause costly delays in international transactions.

Cross-Border Agreements and Closing Requirements

Cross-border agreements serve as the basis for international transactions involving parties from different jurisdictions. Forms of international agreements vary greatly from country to country, but a typical provision included in many international agreements is the appointment of an agent for service of process — commonly known as a “process agent”. The designation of this agent may be included in the section of the agreement entitled “Consent to Jurisdiction”, “Governing Law” or some variation of those titles.

In addition to completing all the pre-closing issues, careful attention needs to be paid to the formal, but necessary, details required for completion of the transaction. These include, but are not limited to:

  • execution of agreements and supporting documents across time zones
  • obtaining required signatures
  • correctly following multi-location closing procedures
  • coordinating wire transfers through international banks
  • ensuring that the process agent appointed for all required parties delivers its acceptance to serve for the term of the agreement

While coordinating the appointment of the process agent is only one of many closing requirements, its importance requires advance planning and an understanding of the choice of law and venue (sometimes referred to the jurisdiction or court) that the parties agree will govern the transaction.

Types of Transactions that Require a Process Agent

Process agents are typically appointed as part of cross-border financial transactions involving commercial banks, sovereign states, multilateral lending agencies, export credit agencies and corporate entities.

This type of appointment is often required in global transactions, including credit financing, aviation leasing/financing, debt/equity capital market offerings, Rule 144A, Regulation S offerings and private placements. Types of agreements that include the appointment of an agent for service of process include Loan and Credit Agreements, ISDA Master Agreements, import/export financing agreements, Indentures, Stock Purchase Agreements, Intercreditor Agreements and others. In addition, a U.S. process agent is required to be named in certain SEC filings; for example, certain foreign registration statements such as SEC Forms F-1 to F-6 series and SEC Form F-X, which is filed concurrently with several SEC filings, including Form CB in connection with a tender offer, rights offering or business combination.

Choice of Law for International Agreements: New York and the United Kingdom (U.K.)

Parties to an agreement negotiate a choice of law clause that specifies that any dispute arising under the agreement shall be determined in accordance with the law of a particular jurisdiction. While the choice of law can vary depending on the country of origin of the parties to the transaction, New York and the U.K. are commonly …

Benefits of Social Studies

There are many benefits of social studies, which teachers should make clear when writing lesson plans. However, with educators specializing in very particular fields of education, it has caused many issues in the education system. Social studies is one field where some teachers lack the adequate knowledge to teach students. Social has many different areas of focuses including the following:

· Anthropology

· Archeology

· Geography

· History

· Economics

· Civics

· Political science

· Culture

· Sociology

These various areas all focus on how human behaviors work and how individuals interact with the world we live in along with the cultures that make up society. Understanding history allows our society to continue growing and build upon the information and education that is already out there.

Students that are not learning social will have difficulties when trying to find jobs and interacting with the culture they live in. Anthropology is one area that needs to be discussed as it shows information pertaining to the evolution of human life. This important field shows how the globe has been populated along with studying of the human body. It can be credited to aiding in modern forensics thanks to the study of human bones and the human body to understand cultural and racial differences.

Social studies is also based on the education of economics, law, and political science. This teaches children how wealth is distributed in the world along with global issues, which is among the benefits of social studies. The recent recession is living proof that our society needs to understand how our spending habits impact the country and the entire world. Students need to learn about inflation, recession, unemployment, investments, and taxation in order to become contributing members of society. Law is another very important subject matter that our children must understand. It is needed to know the laws of your country in order to live by them. How does law enforcement work? How do I impact the city I live in? These are just some of the questions that will be answered when a student is able to spend time learning social studies.

How about understanding how life forms on our planet? This is another type of social studies called geography. Understanding geography helps to understand weather patterns, earthquakes, and many other things that can impact our lives in an instant. This is just one of the benefits of social studies.

There are many other areas of social studies and each of them has their own benefits. For instance, psychology, which is important to learn about to see how the human mind works. Students need to see how their brain works, especially as they are growing and dealing with things that can impact the chemicals and things in their bodies, which has a direct impact on their brain. Communication is another area that needs to be taught as it helps students learn how to communicate and to understand the language they speak.

With today’s global society, there are many …

Applying the Broken Windows Theory to Code Enforcement in Urban Communities

The 2008 to 2012 global recession resulted in a landscape of abandoned homes in many neighborhoods across the United States due to the crisis that severely impacted the real estate and financial markets. Although very few communities were spared the negative effect of scattered vacant and unmaintained homes, this large spread dilemma impacted many urban areas more significantly as residential property values and socio-economic conditions were already compressed by limited personal household and public resources. But this rise in properties that once were homes to families known and seen to neighbors that now had become edifices of visual neglect, unsafe locations, and prime targets for eventual squatting, created an environment for widespread concern and reaction from all levels of government. At the local government level, one by one, each jurisdiction began adopting new policies and implementing programs in an effort to curtail the problems associated with extended periods of property maintenance neglect caused by the abandonment by owners, and seemingly lackadaisical response by the financial institutions that became responsible for those assets.

Control in a Changing Neighborhood Environment

Code Enforcement agencies immediately responded to the distress calls and complaints from neighbors and community leaders that had become desperate to try to eradicate the problems associated with the conditions of these abandoned homes, but quickly became overwhelmed both by demand for services and funding necessary to provide adequate property maintenance and nuisance abatement. Vacant property registration programs quickly found their way into local legislation that shared common requirements for mortgagees or ‘banks’ to step in after a property was abandoned by their owners and take responsibilities to provide proper responsible party information, local property management, routine maintenance and security. These registration programs, due to the requirements imposed on the banks, actually provided a sense of structure and control that was needed in order for the banks to properly respond and for communities to feel a sense of control. While these programs were highly effective, the slow turnover rate of these properties to new owners, still left neighborhoods with homes that are visibly unoccupied, not well-maintained, and subject to continuous vandalism and trespass.

The economic decline also hit property owners of homes and rentals who walked away from properties where there were no mortgages leaving no interested parties to immediately step in and take responsibility for maintenance adding another level of concern for areas that were already economically depressed and dealing with higher incidents of criminal activity. In a response to citizens to create safer communities and increase livability, one of the theoretical tools used in the practice of law enforcement, the broken windows theory, is making its way into the thinking of how to attain environments free from visual signs of neglect and public nuisances through its application to code enforcement efforts.

The Broken Windows Theory

The broken windows theory is based on the premise that unimpeded disorder in urban communities leads to additional crime and anti-social behavior. This criminological theory was introduced in 1982 by two social scientists, James Q. …

Law of Attraction – Why Some People Can Bring You Bad Luck

Did you know when applying the law of attraction it is wise to keep your goals to yourself? When you decide to make changes in your life by willfully apply the law of attraction you have to become very aware of the quality of energy that you bring into your life.

The Law of Attraction is based not only on the thought forms that you hold but it includes the thought forms within your environment. Sometimes you may be surrounded by people who subconsciously who hold a negative outcome for your desire. While you may give your desire twenty percent of mental energy someone else may be given 60{512b763ef340c1c7e529c41476c7e03bc66d8daea696e1162822661d30dde056} of their intention in the direction of your goal. What this does is cancel out your desire.

Another way a person can bring you bad luck is by the vibration they are carrying. Sometimes a person hold a very low vibration based on the negative thoughts in their mind. Those negative thoughts and feeling begin to merge with your energy and soon enough if you are not strong enough in controlling your energy you may begin to attract lots of negative circumstances.

Psychic protection is something everyone should learn in order to achieve their goals. You cannot be successful with applying the law of attraction if you don’t make an effort to shield your personal energy for those who don’t wish to see you succeed. If you find that you are struggling to apply the law of attraction to your life without results take a good look at who you are surrounded by.…

Missouri Title Loan Repossession Laws – What You Need to Know Before You Owe

Consumers who have bad credit and own their vehicle, may often consider a title loan when in a financial crunch. However, before placing your vehicle up as collateral for a loan, it’s important to consider the consequences if you fail to repay it. By Missouri law, failure to repay the loan entitles the lender to repossess the vehicle, but there are specific policies lenders must abide by during the repossession process.

According to the Division of Finance, which regulates Missouri title loan companies, the loan must be 10 days past due before any action can be taken. So a late payment that is only 5 days past due, will not result in repossession or the threat of repossession.

Once the loan is 10 days past due, the lender is required to send out the “Notice of Default and Right to Cure.” This notice states the payment amount due and the deadline to make the payment. It also gives a warning that failure to make payment by the deadline could result in the lender exercising their right to repossess the vehicle.

Missouri law requires that the deadline to make the payment be a minimum of 20 days. Allowing customers at least 20 days to cure the default, after the loan is 10 days past due, provides Missouri residents a minimum of 30 days to make payment. Compared to other states, this is a considerable length of time to remedy a default.

During the course of the loan, if the borrower is late making payment a second time, the lender is required to wait 10 days and then send out a “Second Notice of Default and Right to Cure.” This notice provides the same information as well as the same 20 day grace period as the first notice, but there is one additional warning. The warning states that if the borrower is late a third time, they will not receive another notice, nor will they be entitled to “cure the default.”

Failure to make payment after the grace period will result in repossession of the vehicle. Missouri regulations require lenders to send borrowers notification that they intend to sell the vehicle and then allow at least 10 days for the borrower to repay the loan in full and thereby redeem the vehicle. If the borrower fails to redeem the vehicle after 10 days, then the lender is entitled to sell the property.

Lenders are entitled to the profits from the sale of the vehicle in order to cover the unpaid balance of the loan and other financing expenses. Title loan companies can also use the proceeds from the sale to cover their repossession costs, or any other repairs or expenses associated with the vehicle.

However, Missouri law protects borrowers in that lenders who have covered their expenses from the sale of the vehicle, are required to “return the excess funds to the customer.” Conversely, if there is a deficit amount after the sale of the vehicle, the borrower is required to pay …

Constitutional Development in Sierra Leone – The Blackhall Experience

The Colony of Sierra Leone

Henry Smeathman, the botanist, recommended Sierra Leone as the most advantageous place for the establishment of a settlement.1 Established as a Crown Colony in 1808, the Sierra Leone peninsula and the areas directly to the south of it were governed by a Governor-in-Council who combined both Executive and Legislative authority. This system prevailed until 1863 when the Executive and Legislative functions were divided between an Executive Council and a Legislative Council. Though the new councils marked a step away from the earlier form of colonial autocracy, it is argued that they were not intended as a move towards self-government.2 The Colony of Sierra Leone then was inspired by the humanitarian opposition to the institution of slavery and nurtured by the British determination to end the Slave Trade. By the middle of the eighteen century, the system of slavery was not too popular with the English. On several occasions, public attention was drawn to the question as to whether a slave should become free after arriving on English soil. The philanthropist Granville Sharp struck an effective blow in 1772 when “a test case was provided in the case of a slave named James Somerset, who had been brought to England from Jamaica by his master and had subsequently run away from him”3. The principles laid by Lord Chief Justice Mansfield of the English High Court in the case Somerset v. Stewart implied that any slave setting foot in England should be deemed a freeman. He noted that “the state of slavery… is incapable of being introduced on any reasons…I cannot say this is allowed or approved by the law of England and therefore the black man must be discharged”.4 This famous Mansfield Decision stimulated the Christian philanthropy of men like Sharp and Wilberforce.

The consequence of this judgement was the liberation of hundreds of slaves living in England. During the American War of Independence (1776-1983), the British encouraged slaves in America to desert their masters to join the British army in return for freedom and land. After the War – which Britain lost- some of these slaves went to Nova Scotia (Canada) and some to London. In London, these former slaves were beset with many problems. Their freedom definitely did not mean equality with British subjects. Often destitute, most of these freed slaves wandered about the streets of England distressing the kindhearted and men of property. They posed an awkward social problem. The victor and hero of the Somerset case, Granville Sharp, maintained a growing number of these slaves collectively referred to as the Black Poor. It did not take long for Granville Sharp to realize that the problem was more than private charity would cope with. As a remedial agency, a considerable number of philanthropists formed a Committee for relieving the Black Poor in 1986 known as the Committee of the Black Poor. This Committee was chaired by Jonas Hanway. It was during this period of uncertainty that a certain individual Dr. Henry Smeathman, alias …

The Australian Government is Making a Mockery of Equality

To say that the people are sick of the way the government is dealing with gay marriage is a gross understatement. Now, instead of allowing the members of parliament to have a free vote in the house the other option that they came up with is a provisional vote. This is in place of the plebiscite they originally proposed. One could almost hear the groaning nation across the sea, because everyone is fed up with the way this matter is being handled.

Religion is playing a huge role in this, and few are fooled about that. The previous Prime Minister actually was in a seminary studying to be a priest. He is also a good friend of the previous Archbishop of Sydney, George Pell. The Catholic Church is bitterly opposed to gay marriage or anything to do with homosexuals.

Common sense, however, would direct a thinking person to understand that one is born gay and it is not a condition they choose. This is verified by my reincarnation and the fact that I was a man in my last life and a woman in this one. The difference in my body was very noticeable as a child who missed the strength and status of a man.

Those who, like me, have had a similar switch in sex between lives are struggling to cope. They need understanding and support rather than the treatment currently being given to them. Loving relationships do not have to be between a man and a woman, in the conventional way. Couples need a legal binding contract no matter who they are.

When they cohabitate there are issues that the law needs to consolidate. Wills, for instance, are part of the inheritance of the next of kin, which in this case may be disputed by other relatives. Property settlement in case of separation or divorce also needs a legal stand.

A situation has arisen where a gay couple married in an overseas country are seeking a divorce. Australian law has no answer for them. Although they live and work here their situation can not be handled here. This is a ridiculous situation and makes the government look as foolish as it is acting.

Surely there is enough intelligence in the parliament of Australia to bring this matter to a conclusion and stop putting people through hell because of religious rubbish. God is not interested in marriage because that is a condition laid down by the Catholic Church, and it came from Babylon, the original home of the Romans. It was established by Constantine and Jerome written the New Testament on orders of the Vatican. It's sick and its impact should stop. …

Getting Instantaneous Results With the Law of Attraction

If you are a student of the Law of Attraction, then you understand how manifestations occur once the subconscious mind has accepted a desired outcome to be true. This is often difficult for many people to do. Many have deep rooted limiting beliefs that often take much time to replace. Many of the areas that this occurs most with are love, beauty, physical health, and prosperity.

There are numerous ways to influence the subconscious mind with your conscious thoughts in order to produce a desired outcome. Just about everyone utilizing the Law of Attraction use visualizations, affirmations, meditations, and constant positive attention and intention on the desired experience. What if there was a way to take the belief factor out of the Law of Attraction process? What if it were possible to simply know what you really want, and then be able to get it without investing a great deal of time to create an affirmative belief?

Well I have been fortunate to stumble across a simple method that does exactly that. It is not a brand new discovery. In fact, the research and validity of the method I am about to share with you was developed over a 30 year period, from the 1930’s and finally brought to the public attention in the 1960’s. It baffles me why it hasn’t been recognized and learned by a greater number of people. I guess this is because there was only one book ever written on it. It may have been before its time, and therefore has been out of print for many years. The book was entitled “The Secret of Perfect Living” by James Mangan.

As I researched the method further, I realized that people, a small number of very fortunate people, have been using this technique for years with absolutely mind boggling results. I decided to test it out for myself, and I too have have truly phenomenal results. I have enjoyed a number of manifestations that have occurred in almost a miraculously short period of time. I have used it with financial intentions, and from the day I began I have been given gifts, prize money, refunds, an increase in business and sales, as well as just simply finding money on a daily basis.

The method involves the use of “switchwords.” This was the word used by the originator, James Mangan, because he likened their use to that of “switching on a lamp.” When the right switchword is used in a particular situation, the result comes just as easily as turning on a light.

Many people use affirmations to influence their subconscious mind with whatever it is they are seeking. There are two problems that can work against affirmations, both of which are completely negated by the switchwords. The first is the fact that long strings of words that make up traditional affirmations are somewhat inconvenient to utilize. Coming up with the perfect combinations of words to evoke a positive emotion can often be laborious, and it is not …

Know the Types of Laws Prevailing In a State

It is the laws that allow a state to function in a proper order. The legal system protects the rights of the individuals so as to ensure that they are safe and secured in every way. They are the rules that govern the character and function of any individual or group. They regulate the social and economic interactions and maintain that they are smoothly conducted. They are a source of primary mediator between the relations of the people.

It is better to know that every country has its personal legal system. They are generally divided into different branches. To name them it can be said that there is corporate law, taxation law, property law, international law, environmental health law, etc. Every type of law has some or the other importance with respect to the society. Some of the major laws that need mention are as follows:

Criminal Law

The criminal law is enforced to pass a judgment over the criminal activities. They are administered by the individual jurisdictions in every place, including the self-governing territories. It is a matter of concern for the state. In certain cases, the central government of the country and the Commonwealth might also have a say in the case.

Contract Law

The contract law is something that is enforced for the encompassing of the laws or the regulations in terms of certain promises. In most countries, these are related to the common law.

Industrial Law

The industrial law is the rules and regulations that the working people gas to abide by. It also ensures to protect their rights. They also put a restriction on the organizations and mediate the relationship between trade unions, employees and employers.

Constitutional Law

The constitutional law defines different entities within a state. These are divided into three parts or wings, namely the legislature, judiciary and the executive. They are in charge of the total processes of managing the state. With them enforced the ministers, the government bodies are directed the path to their work.

Administrative Law

If any of the subjects of the state wishes to challenge the action or a decision of the state or the country or a government official or an authority they can do so with the help of this law. It is also applicable in case the person on whom one wants to challenge is not a government official but is making use of the public power.

In all the above-mentioned circumstances the judgment is passed down by the court of law and the applicants or here the citizens have to abide by them. The court, therefore, has the final say in such cases.…

Science Fair Project Ideas – Quick and Easy Project 4 – Light Intensity

One of the best science fair project ideas for students that are particular interested in the science and mathematics of light travel is the Joly Photometer. This project allows students to use the inverse square law to measure light intensity. This may not be one of the best projects for students in lower grades, as the project requires an understanding of some difficult mathematic concepts.

In order to perform this experiment, students will need to spend between $ 20 and $ 50. The project should take about a week, which makes it one of the more time-consuming science fair project ideas that I've come across. Also, students might want to have a parent around to make sure the project is done safely.

Objective:
During this project, you will measure the light intensity of light bulbs using your own hand-crafted photometer.

Introduction:
Through this project, you will learn that different light sources have different powers to project light into a room. Every light bulb in your home may not have the same ability to emit light the same distance. During this project, you will learn about the basic differences between how light bulbs work. Plus, you'll build and use your very own photometer.

Terms and Concepts You'll Need to Know:
You'll learn much more about these terms and concepts through the course of your experiment, but it's a good idea to start with a basic knowledge of them:

  • Inverse square law (you'll learn lots about this law!)
  • Incandescent light bulbs (you may already have some in your home)
  • Compact fluorescent light bulbs
  • Photometer (you'll make your own)

Questions You'll Answer:

  • What makes incandescent light bulbs work?
  • Why do incandescent light bulbs die?
  • What makes fluorescent light bulbs work?
  • Why do fluorescent light bulbs die?
  • Which is the longest lying light bulb?
  • Which light bulb makes light most efficient?

Materials You'll Need:
You should not have to pay more than $ 50 for all of these materials, but you'll probably find most of them in your home already:

  • One pound of paraffin wax
  • A sharp knife
  • Foil
  • Cardboard box (small)
  • Scissors
  • Tape
  • Identical light fixtures
  • Measuring tape (not a ruler)
  • Several kinds of light bulbs

Procedure:
Follow these steps in order to successfully complete one of the best science fair project ideas for determine how light works differently with different bulbs:

  1. Cut one slab of the wax in half. (Each box of wax should have four slabs).
  2. Cut aluminum foil to be the same size as the slabs and place it in between the 2 slabs.
  3. Create a cardboard box around the slabs. Use tape to hold it together.
  4. Make 3 windows in the sides of the cardboard box (one side will not have a window). This is your photometer.
  5. Place the photometer straight between 2 light fixtures at equal distances and equal heights. Make sure these light fixtures are the only sources of light in a room.
  6. With the light bulbs illuminated, move the photometer between the two light bulbs until